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国内文献对银团贷款协议的起草和协商的介绍非常欠缺,本文的目的是通过对国际通行的银团贷款协议的架构及主要条款的解读以填补这一空白。本文所介绍的贷款协议是基于伦敦贷款市场协会和香港亚太贷款市场协会发布的银团贷款标准格式合同。因为标准的银团贷款合同的形式基本上都遵循类似的结构,对国际上通行的标准合同的理解可以协助中国市场中的贷款人和借款人在国内和国际上进行银团贷款协议的谈判和起草。本文阐述了使用标准文件的优势,以及律师如何将一份协议清单转化成客户所需的文件。本文对银团贷款协议不同功能的条款进行了区分梳理,例如有支撑贷款流程机制的条款,有关注贷款人监管贷款期间借款人的商业行为的条款,以及在谈判中很少涉及但在银行标准协议中总是被加入的标准化条款。本文对协议各部分的重点条款进行了详细解读,并指出这些条款在整份贷款协议中的重要作用。
Domestic documents on the drafting and negotiation of syndicated loan agreement is very deficient. The purpose of this paper is to fill the gap by interpreting the structure and main terms of internationally accepted syndicated loan agreement. The loan agreement described in this article is based on a standard format contract for syndicated loans issued by the London Loan Market Association and the Hong Kong Association of Asia Pacific Loan Market. As standard forms of syndicated loan contracts basically follow a similar structure, an understanding of internationally accepted standard contracts can assist lenders and borrowers in the Chinese market to negotiate and draft syndicated loan agreements, both nationally and internationally. This article explains the advantages of using standard documents and how lawyers can translate a list of agreements into the documents the client needs. This article reviews the different functional terms of syndicated loan agreements such as clauses that underpin the loan flow mechanism, provisions that govern the lender’s supervision of the borrower’s business conduct during the loan period, and the terms that are rarely negotiated but negotiated under the Bank Standard Agreement In the standard terms are always added. This article gives a detailed account of the key terms of each part of the agreement and points out the important role of these terms in the entire loan agreement.