What is the basic structure of a syndicated loan agreement?

(20 marks)

From syndication experience at Stanbic, syndicated loans pool funds for large projects, e.g., Ghana’s infrastructure. Structure per LMA standards, adapted for Ghana under Act 930.

Basic Structure of a Syndicated Loan Agreement:

  • Parties and Recitals: Identifies borrower, arrangers, agent, lenders; outlines purpose (e.g., multi-currency term loan).
  • Definitions and Interpretation: Key terms like “Facility,” “Drawdown,” “LIBOR/EURIBOR” (now SOFR); includes BoG-compliant clauses.
  • Facility Provisions: Amount, availability, drawdown mechanics, interest (fixed/floating), repayment schedule.
  • Conditions Precedent: Documents required (e.g., board resolutions, legal opinions) before funding.
  • Representations and Warranties: Borrower’s assurances on status, no defaults; repeated at drawdowns.
  • Covenants: Positive (e.g., financial ratios), negative (e.g., no additional debt); monitoring by agent.
  • Events of Default: Triggers acceleration (e.g., non-payment, insolvency); cross-default clauses.
  • Agent and Syndicate Roles: Agent handles admin; pro-rata sharing.
  • Assignment and Transfer: Allows secondary syndication.
  • Governing Law and Jurisdiction: Often English law, arbitration clause.
  • Schedules: Forms, notices.

Practical: In Ghana’s 2023 Eurobond syndication, this structure ensured BoG approval and investor protection post-DDEP.