Syndicated Credit Agreement for the United States

Syndicated Credit Agreement Template for United States

A Syndicated Credit Agreement is a complex financial contract governed by U.S. federal and state laws, where multiple lenders join together to provide large-scale financing to a borrower. The agreement establishes the terms and conditions of the loan, including interest rates, repayment terms, security arrangements, and covenants. It incorporates provisions for loan administration, lender voting rights, and assignment mechanisms, while ensuring compliance with U.S. banking regulations and securities laws.

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What is a Syndicated Credit Agreement?

The Syndicated Credit 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 framework for multiple lenders to participate in the loan facility while maintaining consistent terms and equal treatment. It includes detailed provisions for facility administration, borrower obligations, lender rights, and regulatory compliance. The agreement is particularly crucial for large corporate financings, project finance, and acquisition financing, where risk sharing and efficient loan administration are essential.

What sections should be included in a Syndicated Credit Agreement?

1. Parties: Identifies all parties to the agreement, including borrower(s), lenders, administrative agent, and other key parties

2. Background/Recitals: Sets forth the context and purpose of the credit facility

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. The Facilities: Details of the credit facilities, including amounts, types, and purpose

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

6. Representations and Warranties: Statements of fact and assurances made by the borrower

7. Covenants: Positive and negative undertakings by the borrower

8. Events of Default: Circumstances that trigger default and remedies

9. Agency Provisions: Rights and obligations of the administrative agent

10. Payments and Pro-Rata Treatment: Payment mechanics and sharing provisions

What sections are optional to include in a Syndicated Credit Agreement?

1. Security Provisions: Required for secured facilities; details collateral arrangements

2. Guaranty Provisions: Required when guarantors are involved in the transaction

3. Incremental Facilities: Provisions for additional borrowing capacity (accordion features)

4. Letters of Credit: Provisions governing L/C issuance and mechanics

What schedules should be included in a Syndicated Credit Agreement?

1. Commitment Schedule: Details each lender's commitment amount

2. Form of Note: Standard form of promissory note

3. Form of Assignment Agreement: Standard form for lender assignments

4. Form of Borrowing Notice: Standard form for drawdown requests

5. Form of Compliance Certificate: Template for periodic compliance reporting

6. Form of Guaranty: Standard form of guaranty agreement

7. Security Documents: Forms of security agreements, mortgages, and other security instruments

8. LIBOR/SOFR Provisions: Detailed interest rate calculation provisions and fallback mechanisms

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 loan terms and costs to promote informed borrowing decisions

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

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

Dodd-Frank Wall Street Reform: Comprehensive financial reform legislation that includes provisions affecting lending practices, risk retention, and consumer protection

Federal Reserve Act and Regulations: Establishes the framework for banking and monetary policy in the US, including regulations affecting lending practices and bank operations

Securities Acts (1933 & 1934): Federal laws governing the trading of securities and establishing registration requirements, particularly relevant if the loan can be securitized

USA PATRIOT Act: Requires financial institutions to implement Know Your Customer (KYC) procedures and enhanced due diligence

State Usury Laws: State-specific regulations that set maximum interest rates and govern other lending terms within each jurisdiction

Uniform Commercial Code (UCC): State-level standardized regulations governing commercial transactions, including secured lending and collateral arrangements

LIBOR Transition Requirements: Regulations and guidance regarding the transition from LIBOR to alternative reference rates like SOFR

FATCA: Foreign Account Tax Compliance Act requirements affecting foreign financial institutions and offshore accounts

Basel III Requirements: International banking standards affecting capital adequacy, stress testing, and market liquidity risk for participating banks

LSTA Guidelines: Loan Syndications and Trading Association standards and best practices for syndicated loan documentation and trading

U.S. Bankruptcy Code: Federal law governing bankruptcy proceedings and creditor rights, crucial for default scenarios and recovery procedures

ESG Requirements: Environmental, Social, and Governance standards that may affect lending criteria and reporting 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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