Syndicated Loan Agreement Template for Canada

A Syndicated Loan Agreement is used when a borrower requires a large financing facility that exceeds the risk appetite or capacity of a single lender. This document, governed by Canadian law, establishes the legal framework for multiple lenders to participate in the facility while sharing risk. It is typically used for corporate financing, project financing, or acquisition financing where the borrowing amount is substantial. The agreement includes detailed provisions for facility administration, interest calculations, security arrangements (if applicable), and lender protection mechanisms. It must comply with Canadian federal banking regulations and provincial laws, particularly in areas of security registration and enforcement. The document serves as the primary reference point for all parties throughout the life of the facility, governing drawdowns, repayments, assignments, and any amendments to the original terms.

1. Parties: Identifies all parties including Borrower(s), Arranger(s), Agent(s), and Original Lenders

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

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

5. Purpose: Specified permitted uses of the loan proceeds

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

7. Drawdown: Procedures and requirements for utilizing the facilities

8. Repayment: Terms and schedule for repayment of the facilities

9. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions and facility cancellation terms

10. Interest: Interest calculation, periods, payment, and default interest provisions

11. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

12. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

13. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

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

15. Information Undertakings: Requirements for financial and other information provision

16. Financial Covenants: Financial maintenance covenants and related definitions

17. General Undertakings: Positive and negative covenants of the borrower

18. Events of Default: Circumstances constituting default and consequences

19. Changes to Parties: Transfer and assignment provisions for lenders and borrower

20. Role of the Agent and Arranger: Rights, duties, and responsibilities of the administrative parties

21. Payment Mechanics: Procedures for making payments and handling currency conversions

22. Set-off: Rights of set-off and counterclaim

23. Notices: Communication methods and requirements between parties

24. Miscellaneous: Various standard provisions including partial invalidity, remedies, amendments

25. Governing Law and Enforcement: Choice of law and jurisdiction provisions