Syndicated Loan Agreement Template for South Africa

The Syndicated Loan Agreement is used for large-scale financing transactions in South Africa where the loan amount necessitates participation from multiple lenders. This document type is essential when a single lender cannot or does not wish to provide the entire loan amount, thereby spreading the risk among a syndicate of lenders. The agreement must comply with South African banking regulations, the National Credit Act, exchange control requirements, and other relevant local legislation. It includes detailed provisions on facility terms, security arrangements, lender roles and responsibilities, voting mechanisms for syndicate decisions, and administrative provisions. The document is particularly important for project finance, corporate acquisitions, and large-scale infrastructure development, incorporating both local law requirements and international lending practices.

1. Parties: Identifies all parties including borrower(s), original lenders, arranger(s), facility agent, and security trustee

2. Background: Sets out the context of the facility and purpose of the loan

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

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

5. Conditions of Utilisation: Prerequisites for drawdown including conditions precedent

6. Utilisation: Procedures and requirements for drawing down the loan

7. Repayment: Terms of repayment including scheduled repayments and prepayment provisions

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

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

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

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

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

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Borrower's obligations to provide financial and other information

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Borrower's positive and negative undertakings

17. Events of Default: Circumstances constituting default and consequences

18. Changes to the Parties: Transfer and assignment provisions

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

20. Payment Mechanics: Payment provisions, timing, and currency

21. Set-off: Rights of set-off and related provisions

22. Notices: Communication methods and contact details

23. Calculations and Certificates: Basis of calculations and evidence of amounts due

24. Partial Invalidity: Severability provisions

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

26. Amendments and Waivers: Procedures for amendments and waivers

27. Governing Law: South African law as governing law

28. Enforcement: Jurisdiction and dispute resolution provisions