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1. Parties: Identifies all participating lenders, the facility agent (if any), and the borrower
2. Background: Explains the context of the loan sharing arrangement and the original loan facility
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Loan Sharing Structure: Details the proportion of loan sharing between lenders and their respective commitments
5. Rights and Obligations of Lenders: Outlines the specific rights and responsibilities of each lender in the shared arrangement
6. Payment Mechanics: Describes the procedures for disbursement, repayment, and distribution of payments among lenders
7. Decision Making Process: Establishes voting rights and procedures for making collective decisions regarding the loan
8. Events of Default: Lists circumstances constituting default and their consequences
9. Security Sharing: Details how any security for the loan will be shared among lenders
10. Costs and Expenses: Allocates various costs and expenses among the participating lenders
11. Representations and Warranties: Contains statements of fact and assurances from each lender
12. Confidentiality: Establishes confidentiality obligations regarding the arrangement and shared information
13. Governing Law and Jurisdiction: Specifies the applicable law and courts for dispute resolution
14. Notices: Sets out the procedure for giving notices under the agreement
15. Amendments and Waivers: Describes the process for modifying the agreement or waiving rights
1. Facility Agent Appointment: Required when a facility agent is appointed to manage the loan sharing arrangement on behalf of lenders
2. Security Agent Provisions: Needed when a security agent is appointed to hold and manage security on behalf of lenders
3. Syndication Provisions: Include when there's potential for additional lenders to join the arrangement
4. Interest Rate Hedging: Required when the loan includes interest rate hedging arrangements
5. Intercreditor Provisions: Needed when there are multiple classes of lenders with different priorities
6. Assignment and Transfer: Include when lenders want the ability to transfer their share of the loan
7. Currency Provisions: Required for multi-currency facilities
8. Tax Gross-up and Indemnities: Include when dealing with cross-border lending or specific tax implications
1. Schedule 1 - Lender Commitments: Detailed breakdown of each lender's share and commitment amount
2. Schedule 2 - Conditions Precedent: List of documents and conditions required before the agreement becomes effective
3. Schedule 3 - Form of Transfer Certificate: Standard form for transferring loan participations between lenders
4. Schedule 4 - Payment Instructions: Banking and payment details for all parties
5. Schedule 5 - Notice Details: Contact information and notice requirements for all parties
6. Schedule 6 - Security Documents: List and copies of all security documents related to the loan
7. Appendix A - Calculation Methodology: Detailed explanation of how payments and shares are calculated
8. Appendix B - Voting Procedures: Detailed procedures for lender voting and decision-making
9. Appendix C - Forms of Notice: Standard forms for various notices required under the agreement
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