The Loan Syndication Agreement is utilized when a borrower requires substantial financing that exceeds the capacity or risk appetite of a single lender. This document, governed by U.S. law, establishes a structured framework for multiple financial institutions to participate in a single loan facility while maintaining unified terms and coordinated administration. The agreement details crucial elements including facility amounts, interest rates, payment mechanics, conditions precedent, covenants, and events of default. It incorporates relevant U.S. regulatory requirements and market standards, addressing aspects such as LIBOR transition, regulatory compliance, and risk sharing mechanisms. The document is particularly relevant for large corporate financings, project finance, acquisition finance, and other significant capital raising activities where risk diversification among lenders is desired.

1. Parties: Identifies all parties including borrower, arrangers, administrative agent, and initial syndicate lenders

2. Background: Sets out the context of the syndicated loan facility and purpose of the agreement

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. The Facilities: Details of the loan facilities, commitments, and purpose

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for requesting and making loans

7. Interest and Fees: Interest calculations, payment provisions, and various fees

8. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

9. Tax Provisions: Tax gross-up, tax indemnities, and FATCA provisions

10. Increased Costs and Illegality: Provisions dealing with changes affecting lenders' costs or ability to lend

11. Representations and Warranties: Borrower's representations and warranties

12. Information Covenants: Requirements for financial and other information provision

13. Financial Covenants: Financial maintenance covenants and calculations

14. General Covenants: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. The Administrative Agent: Role, rights, and responsibilities of the administrative agent

17. Changes to Parties: Transfer and assignment provisions

18. Payment Mechanics: Payment procedures, currency provisions, and set-off rights

19. Sharing Among Lenders: Provisions for sharing payments received by lenders

20. Notices: Communication procedures and contact details

21. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions