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Model Credit Agreement
"Need a Model Credit Agreement for a CAD 5 million bilateral term loan facility between Toronto-Dominion Bank and a mid-sized manufacturing company, with quarterly repayments starting March 2025 and standard security package including equipment and inventory."
1. Parties: Identification of the lender(s), borrower(s), and any guarantors
2. Background: Context of the credit facility and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. The Facility: Details of the credit facility including amount, purpose, and availability
5. Interest and Fees: Interest rates, calculation methods, fees, and payment terms
6. Drawdown: Conditions and procedures for drawing down the facility
7. Repayment: Terms and schedule for repayment of principal and interest
8. Representations and Warranties: Borrower's statements about its legal and financial condition
9. Covenants: Positive and negative obligations of the borrower during the term
10. Events of Default: Circumstances constituting default and consequences
11. Security: Description of collateral and security arrangements
12. Conditions Precedent: Conditions that must be satisfied before initial drawdown
13. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law
1. Syndication Provisions: Required for syndicated loans involving multiple lenders
2. Guarantees: Include when third-party guarantees are part of the credit structure
3. Currency Provisions: Required for multi-currency facilities
4. Increased Costs and Tax Gross-Up: Include for cross-border lending or when regulatory changes may affect costs
5. Market Disruption: Include for facilities with floating interest rates
6. Assignment and Transfer: Detailed provisions for when lender transferability is important
7. Accordion Feature: Include when facility may be increased under specified conditions
8. Environmental Compliance: Include for borrowers in environmentally sensitive industries
9. Inter-creditor Provisions: Required when multiple creditor groups are involved
1. Schedule A - Drawdown Notice: Form of notice for requesting drawdowns
2. Schedule B - Repayment Schedule: Detailed amortization or repayment schedule
3. Schedule C - Security Documents: List and copies of all security documents
4. Schedule D - Conditions Precedent Documents: List of required documents and conditions
5. Schedule E - Financial Covenants Calculations: Detailed methodology for calculating financial covenants
6. Schedule F - Permitted Liens: List of pre-approved security interests
7. Schedule G - Compliance Certificate: Form of periodic compliance certification
8. Schedule H - Existing Indebtedness: List of borrower's existing debt obligations
9. Appendix 1 - Lender Commitments: Breakdown of commitments for syndicated facilities
10. Appendix 2 - Forms of Transfer Documents: Standard forms for loan participation transfers
Authors
Accordion Feature
Additional Lender
Affiliate
Aggregate Commitment
Applicable Interest Rate
Applicable Law
Applicable Margin
Assignment and Assumption
Availability Period
Banking Day
Borrowed Money
Break Costs
Business Day
Canadian Dollars
Change in Law
Change of Control
Closing Date
Commitment
Commitment Fee
Compliance Certificate
Conditions Precedent
Confidential Information
Credit Documents
Default
Default Interest
Default Rate
Defaulting Lender
Drawdown
Drawdown Date
Drawdown Notice
EBITDA
Effective Date
Encumbrance
Environmental Laws
Event of Default
Existing Indebtedness
Facility
Facility Agent
Facility Office
Financial Indebtedness
Financial Statements
Financial Year
Fixed Charge Coverage Ratio
GAAP
Governmental Authority
Guarantee
Guarantor
IFRS
Increased Costs
Indebtedness
Interest Payment Date
Interest Period
Interest Rate
Lender
Leverage Ratio
LIBOR
Loan
Loan Documents
Majority Lenders
Material Adverse Effect
Maturity Date
Notice
Obligor
Outstanding Amount
Permitted Encumbrance
Permitted Indebtedness
Person
Potential Event of Default
Prime Rate
Principal Amount
Secured Obligations
Security
Security Documents
Security Interest
Security Trustee
Subsidiary
Syndication
Tax
Term
Total Commitments
Transaction Documents
Transfer Certificate
Facility Terms
Purpose
Availability
Interest and Fees
Repayment
Prepayment
Security
Representations and Warranties
Financial Covenants
Information Covenants
General Covenants
Negative Covenants
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Severability
Assignment
Force Majeure
Governing Law
Jurisdiction
Service of Process
Indemnification
Currency
Tax
Increased Costs
Market Disruption
Anti-Money Laundering
Environmental Compliance
Data Protection
Entire Agreement
Further Assurance
Time of Essence
Survival
Banking and Financial Services
Commercial Real Estate
Manufacturing
Retail
Technology
Healthcare
Energy and Resources
Infrastructure
Agriculture
Transportation and Logistics
Telecommunications
Professional Services
Construction
Hospitality
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Secretariat
Banking Operations
Deal Advisory
Transaction Services
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Banking Lawyer
Credit Manager
Risk Manager
Relationship Manager
Compliance Officer
Corporate Secretary
Financial Controller
Banking Operations Manager
Credit Analyst
Loan Officer
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