Compliance Certificate
(Credit Agreement)


This template is a Compliance Certificate for a credit agreement in a typical syndicated loan transaction. It is issued by the borrower’s chief financial officer, or responsible officer, and certificates the borrower’s financial information. This template includes practical guidance and drafting notes. Many credit agreements include an affirmative covenant requiring the periodic delivery of a certificate (typically in conjunction with the delivery of financial statements) confirming the borrower’s calculation of certain financial metrics, that there are no defaults or events of default and compliance with any financial covenants. Other deal-specific items can also be included in a compliance certificate to the extent lenders have any specific concerns they want addressed by the borrower on a quarterly basis. Most credit agreements include a template compliance certificate as an exhibit that sets out the format the borrower should use for each certificate (often requiring that the ...