Syndicated Loan Agreement Template for Ireland

The Syndicated Loan Agreement is a sophisticated financing document used when a borrower requires a significant amount of funding that is provided by a syndicate of lenders rather than a single institution. This agreement, governed by Irish law, serves as the primary document establishing the legal and commercial framework for the lending arrangement. It is typically used for corporate financing, acquisition financing, project finance, or other large-scale funding needs where risk sharing among lenders is desired. The document incorporates Irish regulatory requirements, including Central Bank regulations and relevant EU directives implemented in Irish law, while following international best practices for syndicated lending. It contains detailed provisions covering facility terms, conditions precedent, ongoing obligations, and administration of the loan through a facility agent structure. The agreement is usually based on Loan Market Association (LMA) standards but adapted to comply with Irish law requirements and market practice.

1. Parties: Identifies all parties to the agreement including the borrower(s), arrangers, facility agent, security agent (if applicable), and original lenders

2. Background: Brief recitals explaining the purpose of the facility and basic transaction structure

3. Definitions and Interpretation: Comprehensive definitions section and interpretation clauses

4. The Facilities: Details of the loan facilities being provided, including amounts, purpose, and availability

5. Conditions of Utilisation: Conditions precedent and conditions for each utilisation

6. Utilisation: Process and requirements for requesting and making utilisations

7. Repayment: Terms for repayment of the facilities, including scheduled repayments and final maturity

8. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights

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

10. Fees: All fee provisions including arrangement, commitment, and agency fees

11. Tax Gross-Up and Indemnities: Tax provisions including gross-up obligations and tax indemnities

12. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Financial and other information reporting requirements

15. Financial Covenants: Financial maintenance covenants and related definitions

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

17. Events of Default: Default triggers and consequences

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

19. The Agent and the Lenders: Role, rights, and duties of the facility agent and relationship between lenders

20. Payment Mechanics: Payment provisions, including payment times, currency, and set-off

21. Set-Off: Rights of set-off for the finance parties

22. Notices: Notice requirements and communication methods

23. Calculations and Certificates: Provisions regarding calculations and certificates of amounts

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Rights and remedies of the finance parties

26. Amendments and Waivers: Process for amendments and waivers to the agreement

27. Confidentiality: Confidentiality obligations of the parties

28. Counterparts: Execution in counterparts provisions

29. Governing Law: Irish law as governing law

30. Enforcement: Jurisdiction and enforcement provisions