Syndicated Loan Documentation Checklist: A Practical Checklist

Document type: Checklist Practice area: Corporate — Finance Jurisdiction: United States (federal and New York) Last reviewed: 5 September 2026

How to use this checklist

Sections 1 through 5 are documentation, and they are ordered by consequence rather than by where the provisions appear in the agreement. Sections 6 and 7 are closing. Sections 8 through 11 are administration, amendment, and workout.

Items marked [DECIDES OUTCOMES] are the ones that determine recoveries in a restructuring three or four years later, and they cost nothing to obtain at signing.

1. Commitment letter and fee letter

Certain funds conditions limited to: definitive documentation; specified representations and acquisition agreement representations only; MAE defined by reference to the acquisition agreement, not separately negotiated; and delivery of specified financial information.
Collateral condition at closing limited to UCC filings and delivery of domestic subsidiary certificates, with everything else moved to a post-closing agreement. [DECIDES OUTCOMES]
Market flex: maximum margin and OID movement stated; structure flex permitted or excluded; covenant flex excluded; exhausted on first use; availability period stated.
Fee letter reviewed: arrangement, underwriting, ticking, and agency fees; funding discounts.
Financing conditions aligned with acquisition agreement conditions and any reverse termination fee trigger. [DECIDES OUTCOMES]
Clear market and syndication assistance covenants reviewed.
Confidentiality and expense reimbursement terms reviewed.

2. Definitions that drive everything

EBITDA: add-back list reviewed item by item. [DECIDES OUTCOMES]
Run-rate cost savings and synergies capped as a percentage of EBITDA. [DECIDES OUTCOMES]
Look-forward period for synergies limited (12–18 months, not 24+).
Third-party support required for synergy add-backs above a threshold.
Pro forma adjustment mechanics for acquisitions and dispositions reviewed.
Consolidated Net Income definition reviewed for the same issues.
Available Amount / builder basket: starting amount, accumulation formula, and permitted uses.
Consolidated Total Debt: netting of cash permitted or capped; which debt is included.
Test periods and the treatment of stub periods.
Currency conversion mechanics for multicurrency facilities.

3. Voting, amendments, and sacred rights

Required Lenders threshold defined; defaulting lenders and borrower affiliates disenfranchised.
Sacred rights include: principal, interest, and fee reductions; payment date and maturity extensions; commitment increases.
Sacred rights include subordination of liens or claims — each affected lender's consent required. [DECIDES OUTCOMES]
Pro rata sharing provisions unamendable without unanimous consent. [DECIDES OUTCOMES]
Release of all or substantially all collateral or guarantors requires unanimity; "substantially all" tested against a plausible partial release. [DECIDES OUTCOMES]
Amendment of the sacred rights provision itself requires unanimity.
Class voting rights for disproportionately affected classes.
"Open market purchase" defined precisely if non-pro-rata repurchases are permitted; Dutch auction mechanics specified. [DECIDES OUTCOMES]
Amend-and-extend mechanics reviewed for non-pro-rata effects.
Yank-a-bank / replacement provision reviewed; confirm it does not reach sacred rights amendments.
Borrower and affiliate loan holdings: permitted or prohibited; voting effect; cap.

4. Covenants

Structural

Restricted versus unrestricted subsidiary framework understood.
Designation of unrestricted subsidiaries: permitted at all? Conditions? Leverage test? [DECIDES OUTCOMES]
Express prohibition on transferring registered IP, key trade secrets, and assets generating more than a stated share of revenue to any unrestricted subsidiary, regardless of basket capacity. [DECIDES OUTCOMES]
Requirement that asset transfers out of the credit group be for fair value in cash.
Non-guarantor restricted subsidiary cap.

Negative covenants, read together

Indebtedness: general basket (fixed and grower), ratio debt, acquired debt, capital leases, purchase money, intercompany.
Liens: matched against each debt basket — a debt basket without a lien basket permits unsecured debt only.
Investments: general basket, permitted acquisitions, joint ventures, investments in unrestricted subsidiaries.
Restricted payments: builder basket, fixed baskets, ratio-based capacity, permitted payments to the sponsor.
Asset sales: thresholds, consideration requirements, mandatory prepayment, reinvestment rights and periods.
Affiliate transactions: threshold, arm's-length requirement, fairness opinion trigger, exclusions.
Basket combination tested: what can the borrower do using several baskets together? [DECIDES OUTCOMES]
Reclassification and reallocation among baskets permitted or restricted.

Incremental

Free-and-clear amount (fixed plus grower).
Ratio-based incremental capacity and the applicable test.
MFN protection: margin threshold, scope, and sunset period.
Whether incremental debt may be secured senior to or pari with existing loans. [DECIDES OUTCOMES]
Incremental equivalent debt (side-car) permitted and on what terms.

Financial covenants

Maintenance or incurrence; if springing, the utilization trigger level.
Levels and step-downs; cushion to the model.
Equity cure: frequency limits, consecutive-quarter limits, whether the cure amount reduces debt, and maximum cures over the life.

5. Collateral and guarantees

Guarantor list: all domestic wholly-owned restricted subsidiaries, subject to exclusions.
Excluded subsidiary definition scrutinized — materiality thresholds erode coverage as EBITDA falls.
Collateral: substantially all assets; excluded asset list reviewed. Intellectual property must not be excluded. [DECIDES OUTCOMES]
Foreign subsidiary equity pledge percentage.
Perfection: UCC-1 filings; delivery of certificates and instruments with stock powers; control agreements; federal IP recordation; mortgages above the threshold.
Deposit account control at closing rather than springing on default. [DECIDES OUTCOMES]
Lien searches run in every relevant jurisdiction; existing liens identified; payoff letters and releases obtained.
Collateral release conditions reviewed.
Hedging and cash management obligations of syndicate members included as secured obligations; waterfall position understood.

6. Conditions precedent

Executed credit agreement, guarantees, security agreements, intercreditor agreement.
Charter documents, good standing certificates, resolutions, incumbency certificates.
Legal opinions: borrower's counsel (authority, enforceability, no conflicts, security interest creation and perfection); local counsel for each relevant jurisdiction.
Financial statements; pro forma; projections.
Solvency certificate.
Perfection deliverables and lien searches.
Insurance certificates with lender loss payee and additional insured endorsements.
Payoff letters and evidence of lien release for refinanced debt.
Beneficial ownership certification.
Know-your-customer information from every lender, collected at least 10 days before closing.
Payment of fees and expenses.
Notice of borrowing; flow of funds memorandum agreed in advance.
No default; representations true; MAE condition satisfied.

7. Post-closing

Post-closing letter lists every undelivered item with a deadline and a consequence.
A named owner and a calendar entry for each item. [DECIDES OUTCOMES]
Landlord waivers, control agreements, mortgages, foreign collateral, title work tracked to delivery.
Lien searches re-run after closing to confirm filings were accepted and indexed correctly. [DECIDES OUTCOMES]
Register opened and accurate.
Closing set assembled contemporaneously with signature pages matched to final documents.

8. Administration

Compliance certificates received and the covenant calculations checked, not merely filed. [DECIDES OUTCOMES]
Add-back composition tracked quarterly as a percentage of EBITDA; trend noted.
Revolver utilization tracked against any springing covenant threshold.
Annual audited financials reviewed for going-concern language and auditor changes.
Budgets and projections received.
Borrowing base certificates (ABL) received; eligibility criteria and reserves reviewed; field exams and appraisals scheduled.
Insurance renewals and endorsements confirmed annually.
Notices of default, litigation, and ERISA events monitored.
Assignments processed; register updated; disqualified institution list screened and refreshed annually, with a broad affiliate definition. [DECIDES OUTCOMES]
Information platform: private and public sides used correctly; borrower certification of the public version obtained.
Agent fees paid; agency provisions and resignation mechanics understood.

9. Amendments and consents

Required threshold determined before circulation — Required Lenders, affected class, or each affected lender. An amendment passed at the wrong threshold is voidable. [DECIDES OUTCOMES]
Consent request circulated with a deadline and any consent fee.
For a lender asked to consent, four questions answered: does it create capacity for new priority debt; does it change pro rata sharing; does it permit unrestricted subsidiary designation; does it change the Required Lenders definition. [DECIDES OUTCOMES]
Signature pages collected and threshold confirmed before execution.
Amendment reflected in the register and in any intercreditor agreement.

10. Intercreditor agreement

Structure identified: first/second lien on the same collateral, or split collateral (ABL priority versus term priority).
Collateral allocation precisely defined; proceeds and commingled cash addressed.
Standstill period length and start; exceptions preserved for the junior class — proof of claim, plan voting, non-remedy objections, unsecured rights, adequate protection. [DECIDES OUTCOMES]
Bankruptcy waivers reviewed: § 363 sale objection; DIP financing and cash collateral consent with a cap; adequate protection; lien challenge investigation period. [DECIDES OUTCOMES]
Automatic release of the junior lien on permitted dispositions; proceeds directed to the waterfall.
Purchase option: price, window, and a workable mechanic.
Credit bid right allocated expressly — recalling that RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 566 U.S. 639 (2012) protects it against a plan under 11 U.S.C. § 1129 that would sell collateral for cash. [DECIDES OUTCOMES]
Limits on amendments to the senior documents: principal cap, maturity extension, pricing increase.
Enforceability confirmed against the backdrop of 11 U.S.C. § 510(a), which makes the subordination bargain effective in the bankruptcy case.
For unitranche: the agreement among lenders reviewed as the functional intercreditor agreement, with its bankruptcy treatment understood as less settled.

11. Deterioration and workout

Credit agreement re-read as an adversary: what does the unrestricted subsidiary machinery permit; what do combined baskets permit; is subordination a sacred right. [DECIDES OUTCOMES]
Holder identification undertaken; register requested.
Cooperation agreement assembled before any transaction is announced — pro rata participation only, transfer restrictions binding transferees, group counsel, minimum percentage condition. [DECIDES OUTCOMES]
Restricted / non-restricted subgroups defined; cleansing commitment with a deadline obtained in writing before going restricted.
Rights reserved in writing to the agent and the borrower.
Forbearance, if any, with a defined period, milestones, information covenants, professional fee arrangement, and reservation of rights.
Restructuring support agreement terms reviewed: milestones, fiduciary outs, termination events.
Enforcement path modeled: acceleration, § 363 sale, credit bid, plan treatment.