Corporate Loan Agreement for the United States

Corporate Loan Agreement Template for United States

A Corporate Loan Agreement is a legally binding contract under U.S. law that establishes the terms and conditions under which a financial institution or lender provides financing to a corporate borrower. The agreement details the loan amount, interest rates, repayment terms, conditions precedent, representations and warranties, covenants, and events of default. It incorporates relevant federal and state banking regulations, securities laws, and commercial codes, while ensuring compliance with usury laws and industry-specific requirements.

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What is a Corporate Loan Agreement?

The Corporate Loan Agreement serves as the primary documentation for commercial lending transactions in the United States. It is used when companies require substantial financing for various purposes including working capital, acquisitions, expansion, or refinancing existing debt. The agreement must comply with federal banking regulations, state-specific lending laws, and the Uniform Commercial Code. It typically includes detailed provisions on financial covenants, security interests (if secured), and remedies available to the lender in case of default. The complexity and specific terms vary based on factors such as loan size, borrower creditworthiness, and whether the loan is syndicated.

What sections should be included in a Corporate Loan Agreement?

1. Parties: Identifies the lender(s) and borrower(s), including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the loan agreement

3. Definitions: Defines key terms used throughout the agreement

4. Facility Details: Specifies loan amount, purpose, and drawdown mechanisms

5. Interest and Fees: Details interest rates, calculation methods, and applicable fees

6. Repayment Terms: Outlines repayment schedule and mechanisms

7. Representations and Warranties: Borrower's statements about its legal and financial condition

8. Covenants: Positive and negative obligations of the borrower

9. Events of Default: Circumstances constituting default and consequences

10. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law

What sections are optional to include in a Corporate Loan Agreement?

1. Security: Details of collateral and security arrangements - used when loan is secured

2. Guarantees: Terms of any guarantees provided - used when third-party guarantees are involved

3. Syndication Provisions: Terms governing multiple lenders - used for syndicated loans

4. Increased Costs: Provisions for regulatory changes affecting lender costs - used for longer-term or regulated loans

What schedules should be included in a Corporate Loan Agreement?

1. Conditions Precedent: List of documents and conditions required before drawdown

2. Form of Drawdown Notice: Template for borrower to request loan disbursement

3. Repayment Schedule: Detailed schedule of repayment dates and amounts

4. Security Documents: Forms of security agreements and filings

5. Compliance Certificate: Template for periodic financial covenant compliance

6. Fee Letter: Separate letter detailing all applicable fees

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Truth in Lending Act (TILA): Federal law that requires lenders to provide standardized disclosures about credit terms and costs

Equal Credit Opportunity Act (ECOA): Prohibits discrimination in lending based on race, color, religion, national origin, sex, marital status, age, or receipt of public assistance

Fair Credit Reporting Act (FCRA): Regulates the collection and use of consumer credit information

Bank Secrecy Act (BSA): Requires financial institutions to assist government agencies in detecting and preventing money laundering

Dodd-Frank Act: Comprehensive financial reform legislation that includes provisions affecting lending practices and consumer protection

Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, particularly Article 9 on secured transactions

Securities Act of 1933: Federal law governing securities offerings, relevant if loan includes convertible features or warrants

Securities Exchange Act of 1934: Regulates secondary trading of securities and establishes SEC oversight

Federal Reserve Regulations: Banking regulations affecting lending practices, capital requirements, and financial institution operations

U.S. Bankruptcy Code: Federal law governing bankruptcy proceedings, including creditor rights and priority rules

State Usury Laws: State-specific regulations limiting maximum interest rates and loan charges

Internal Revenue Code: Federal tax law provisions affecting loan treatment, interest deductibility, and other tax consequences

FATCA: Foreign Account Tax Compliance Act requirements for international lending arrangements

USA PATRIOT Act: Anti-terrorism law with provisions affecting financial institutions' customer identification and monitoring requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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