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Representing Co-Lenders in Syndicated Credit Facilities

Consent Rights, Sacred Rights, Waterfall and Pro-Rata Sharing Provisions, Removal and Addition of Co-Lenders

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, August 3, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will examine syndicated loans from the co-lender's perspective. The panel will discuss deal points of particular concern to co-lenders, including trends in negative covenants and collateral leakage, voting rights, waterfall and pro-rata sharing provisions, intercreditor arrangements, and regulatory concerns for banks and other regulated entities.


In most syndicated loan transactions, the loan agreement, collateral documents, and ancillary documents are negotiated with the borrower by the agent bank. As a result, co-lenders may have limited time to review and make material changes to the loan documents before closing.

Loan features of particular importance to co-lenders include waterfall and pro-rata sharing provisions and how those provisions operate under pre- and post-default scenarios. Co-lenders should also focus on the voting rights among the lenders--what actions under the loan documents require the consent of 100 percent of the lenders, require a 75% or 66 2/3rd%, a majority lenders' consent or a lesser standard such as agent discretion. Intercreditor arrangements, whether split-lien intercreditors, second lien intercreditors, or unitranches, also will be of particular concern to co-lenders.

Listen as our authoritative panel discusses the key concerns of co-lenders in a syndicated credit facility.



  1. Consent rights and sacred rights
  2. Waterfall and pro-rata sharing
  3. Removal and addition of co-lenders
  4. Roles, rights, and responsibilities
  5. When things go wrong


The panel will review these and other vital questions:

  • Negative covenants: role of precedent; sponsor-friendly provisions; collateral leakage concerns
  • Voting rights: key issues and trends in recent cases
  • Waterfall and pro-rata sharing provisions
  • Intercreditor arrangements
  • Regulatory and compliance concerns for co-lenders
  • Special issues for letter of credit issuers


Manzer, Alison
Dr. Alison R. Manzer

Cassels Brock & Blackwell

Ms. Manzer is a member of the Firm's Financial Services Group. Her practice encompasses a broad range of commercial...  |  Read More

Mason, Valerie
Valerie S. Mason


Ms. Mason is a member of the Banking and Finance department and specializes in the representation of domestic and...  |  Read More

Wurst, Jeffrey
Jeffrey A. Wurst

Armstrong Teasdale

Mr. Wurst has more than 30 years of experience and is well recognized for handling significant commercial finance and...  |  Read More

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