Syndicated Loan Agreement Template for Switzerland

The Syndicated Loan Agreement is a sophisticated financing instrument used when a borrower requires substantial funding that exceeds the capacity or risk appetite of a single lender. This document, governed by Swiss law, establishes the legal framework for multiple financial institutions to collectively provide loan facilities while sharing the associated risks. It is particularly relevant for large-scale corporate financing, project finance, acquisition finance, and general corporate purposes. The agreement must comply with Swiss banking regulations and the Swiss Code of Obligations while incorporating international banking practices. It includes detailed provisions on facility mechanics, conditions precedent, representations and warranties, covenants, events of default, and agency provisions. The document also addresses specific Swiss law considerations regarding security interests, parallel debt structures (where applicable), and enforcement mechanisms.

1. Parties: Identification of all parties including Borrower(s), Original Lenders, Agent(s), and Security Agent (if applicable)

2. Background: Context of the transaction and purpose of the facility

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

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

5. Purpose: Specified purpose of the loan and any restrictions on use of proceeds

6. Conditions of Utilisation: Conditions precedent and subsequent, utilisation mechanics

7. Utilisation: Process and requirements for drawing down the loan

8. Repayment: Repayment schedule and mechanics

9. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

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

11. Fees: All applicable fees including arrangement, commitment, and agency fees

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

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

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

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

16. Financial Covenants: Financial maintenance covenants and calculations

17. General Undertakings: Positive and negative covenants

18. Events of Default: Default triggers and consequences

19. Changes to the Parties: Transfer and assignment provisions

20. Role of the Agent and Security Agent: Administrative provisions regarding agents

21. Payment Mechanics: Payment provisions, calculations, and set-off rights

22. Set-Off: Rights of set-off and payment netting

23. Notices: Communication requirements and methods

24. Calculations and Certificates: Basis of calculations and form of certificates

25. Partial Invalidity: Severability provisions

26. Remedies and Waivers: Rights and remedies of the parties

27. Amendments and Waivers: Process for modifications to the agreement

28. Governing Law: Swiss law as governing law

29. Enforcement: Jurisdiction and dispute resolution provisions