The Syndicated Credit Agreement is a sophisticated financing instrument used when the size of the required financing necessitates participation from multiple lenders. This agreement, governed by Swiss law, provides a comprehensive framework for managing a syndicated loan facility, including detailed provisions for facility utilization, interest calculation, repayment terms, and lender coordination through an appointed agent. It incorporates specific Swiss legal requirements regarding security interests, banking regulations, and enforcement mechanisms. The document is typically used for large corporate financings, project finance, acquisition finance, or major capital expenditure programs where a single lender cannot or does not wish to provide the entire facility amount. It includes specific provisions addressing Swiss regulatory requirements, particularly those under the Swiss Code of Obligations and Swiss Banking Act.
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1. Parties: Identification of the Borrower(s), Agent, Security Agent (if applicable), and original Lenders
2. Background: Context of the facility and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules
4. The Facilities: Details of the credit facilities, including type, purpose, and amounts
5. Conditions of Utilization: Prerequisites for drawdown and utilization mechanics
6. Utilization: Process and requirements for requesting and making utilizations
7. Repayment: Terms and schedule for repayment of the facilities
8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions 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 affecting lenders' costs
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 covenants
17. Events of Default: Default triggers and consequences
18. Changes to the Parties: Transfer and assignment provisions
19. The Agent and the Lenders: Role, rights, and duties of the Agent and relationship among Lenders
20. Payment Mechanics: Payment procedures, timing, and currency provisions
21. Set-Off: Rights of set-off and related provisions
22. Notices: Communication requirements and methods
23. Calculations and Certificates: Basis for calculations and form of certificates
24. Partial Invalidity: Severability provisions
25. Remedies and Waivers: Rights and waivers provisions
26. Amendments and Waivers: Process for modifying the agreement
27. Governing Law and Enforcement: Choice of Swiss law and jurisdiction provisions
1. Security: Required if the facility is secured, detailing security structure and enforcement
2. Guarantee: Required if there are guarantors supporting the facility
3. Subordination: Required if there is structural subordination of other debt
4. Bank Account Provisions: Required if specific account structure or control is needed
5. Accordion Facility: Optional section for future facility increases
6. Multi-currency Provisions: Required if multiple currencies are permitted
7. Defaulting Lender: Detailed provisions for handling defaulting lenders
8. Bail-In: Required if EU/UK regulated banks are lenders
9. Parallel Debt: Required if security trust concepts need to be replicated under Swiss law
1. Original Parties: Details of original lenders and commitments
2. Conditions Precedent: List of required documents and conditions
3. Utilization Request: Form of utilization request
4. Form of Transfer Certificate: Template for transfers between lenders
5. Form of Assignment Agreement: Template for assignments of rights
6. Form of Compliance Certificate: Template for financial covenant compliance
7. Form of Accession Deed: Template for new parties joining the agreement
8. Timetables: Operational deadlines for facility actions
9. Form of Quarterly Financial Report: Template for required financial reporting
10. Security Documents: Forms of required security documents under Swiss law
11. TEG Calculation: Details of effective global rate calculation if required
12. Existing Security: List of permitted existing security
13. Group Structure Chart: Corporate structure of the borrower group
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