Syndicated Credit Agreement Template for Canada

The Syndicated Credit Agreement is essential for large-scale financing transactions in Canada where a single borrower requires funding that exceeds the capacity or risk appetite of a single lender. This agreement governs complex multi-lender credit facilities, typically ranging from tens of millions to billions of Canadian dollars, and is structured to comply with Canadian federal and provincial banking, securities, and secured transactions laws. The document includes detailed provisions for loan mechanics, lender voting rights, assignment provisions, and agency roles, while incorporating specific Canadian legal requirements such as Interest Act compliance and Bank Act regulations. It's commonly used for corporate acquisitions, working capital facilities, project finance, and other substantial corporate purposes, with the administrative agent (usually a major Canadian bank) coordinating between the borrower and syndicate members.

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

2. Background: Describes the purpose of the facility and basic transaction structure

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation

4. The Facility: Core loan terms including amount, purpose, and availability period

5. Drawdown Mechanics: Procedures for requesting and making loans

6. Interest and Fees: Interest calculation, payment provisions, and all fee structures

7. Repayment and Prepayment: Scheduled repayment terms and voluntary/mandatory prepayment provisions

8. Tax Gross Up and Indemnities: Tax-related provisions and protection mechanisms

9. Changes in Circumstances: Market disruption, illegality, and increased costs provisions

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

11. Information Covenants: Financial and other reporting requirements

12. Financial Covenants: Required financial ratios and tests

13. General Covenants: Positive and negative covenants

14. Events of Default: Default triggers and consequences

15. The Administrative Agent: Agent's role, rights, and responsibilities

16. The Lenders: Lender voting rights and syndicate decision-making

17. Changes to Parties: Assignment and transfer provisions

18. Payment Mechanics: Payment procedures and calculations

19. Set-off: Set-off rights and procedures

20. Notices: Communication procedures and requirements

21. General Provisions: Miscellaneous legal and operational provisions

22. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions