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Senior Loan Agreement for Canada

Senior Loan Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that establishes the terms and conditions of a senior secured loan facility between a lender and borrower. The agreement details the loan amount, interest rates, repayment terms, security package, representations and warranties, covenants, and events of default. As a senior facility, it typically holds priority position in the borrower's capital structure and is secured by the borrower's assets. The document incorporates relevant Canadian federal and provincial legislation, including the Interest Act, Personal Property Security Act, and Banking Act provisions.

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What is a Senior Loan Agreement?

The Senior Loan Agreement is a fundamental financing document used in Canadian commercial lending transactions where a lender provides senior secured debt financing to a borrower. This agreement is typically used for significant corporate loans, project financing, or acquisition financing where the lender requires a first-priority security position. The document comprehensively addresses all aspects of the lending relationship, including facility terms, security arrangements, borrower obligations, and lender rights, while ensuring compliance with Canadian federal and provincial lending laws. It's particularly suited for complex commercial transactions where sophisticated parties require detailed documentation of their rights and obligations, with careful attention to Canadian legal requirements regarding interest calculation, security registration, and enforcement rights.

What sections should be included in a Senior Loan Agreement?

1. Parties: Identification of lender(s) and borrower(s) with full legal names and addresses

2. Background: Context of the loan arrangement and purpose of the facility

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. The Facility: Core loan terms including amount, purpose, and availability

5. Interest and Fees: Interest rate provisions, calculation methods, and all applicable fees

6. Repayment Terms: Payment schedule, prepayment provisions, and mandatory prepayment events

7. Security: Description of security package and priority arrangements

8. Conditions Precedent: Conditions that must be satisfied before drawdown

9. Representations and Warranties: Borrower's statements of fact and assurances

10. Covenants: Positive and negative obligations of the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Administration: Operational aspects of the facility including payment mechanics

13. Changes to Parties: Assignment and transfer provisions

14. Notices: Communication requirements and contact details

15. Calculations and Certificates: Rules for calculations and evidence of amounts due

16. General Provisions: Boilerplate clauses including amendments, waivers, and severability

17. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

What sections are optional to include in a Senior Loan Agreement?

1. Multiple Lender Provisions: Required for syndicated facilities, including majority lender decisions and agent's role

2. Guarantees: Include when third parties are guaranteeing the obligations

3. Accordion Feature: Optional provision allowing for future increase in facility amount

4. Multiple Currencies: Required when loan can be drawn in different currencies

5. Tax Gross-Up and Indemnities: Detailed tax provisions for cross-border transactions

6. Increased Costs: Provisions dealing with regulatory changes affecting lender's costs

7. Market Disruption: Provisions for alternative interest rate calculation in case of market disruption

8. Subordination Provisions: Required when dealing with multiple tiers of debt

9. Environmental Provisions: Extended environmental representations and covenants for environmentally sensitive industries

What schedules should be included in a Senior Loan Agreement?

1. Conditions Precedent Documents: Detailed list of required documentation

2. Form of Drawdown Request: Template for borrower to request loan advances

3. Repayment Schedule: Detailed amortization schedule if applicable

4. Security Documents: Forms of security agreements and registrations

5. Guarantor Documents: Forms of guarantee and guarantor certificates

6. Financial Covenants Calculations: Detailed methodology for financial covenant calculations

7. Permitted Liens: List of pre-approved encumbrances

8. Disclosed Matters: Exceptions to representations and warranties

9. Existing Indebtedness: Schedule of borrower's existing debt obligations

10. Form of Compliance Certificate: Template for periodic compliance reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions




















































































Clauses












































Relevant Industries

Banking & Financial Services

Real Estate & Construction

Manufacturing

Energy & Resources

Infrastructure

Technology

Healthcare

Retail & Consumer Goods

Transportation & Logistics

Agriculture & Forestry

Mining

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Development

Operations

Executive Leadership

Commercial Banking

Risk Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Corporate Counsel

Finance Director

Credit Risk Manager

Relationship Manager

Loan Officer

Commercial Banking Manager

Legal Counsel

Corporate Secretary

Financial Controller

Chief Executive Officer

Risk Manager

Compliance Officer

Transaction Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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