This note acts as a guide to Practical Law Finance's resources on lending, including bilateral and syndicated, term and overdraft, secured and unsecured. In addition, the note contains details of resources within certain related topics, ranging from repos, stock lending and derivatives in loan transactions to distressed debt trading and debt buy-backs.
As well as links to Practical Law Finance's lending standard documents, drafting notes, practice notes and checklists, this note links to relevant resources from other Practical Law services such as Practical Law Tax, Practical Law Corporate, Practical Law Financial Services, Practical Law Restructuring and Insolvency and Practical Law Cross-border.
Introduction
This note acts as a guide to Practical Law Finance's resources on lending including:
For a guide to the key stages of a loan finance transaction which gives practical tips on each stage, links to materials to help manage the transaction from start to finish and discusses post-completion matters, see Practice note, Chronology of a loan finance transaction.
For an introduction to the different methods of perfecting security, the basic rules governing priority and contractual ways in which the rules can be varied, see Practice note, Perfection and priority of security.
For an overview of how a lender (or other chargeholder) may enforce security over the assets of a corporate security provider, see Practice note, Enforcing security: overview.
For a note providing an overview of the issues that need to be considered when taking security over a foreign asset and/or from a foreign entity, see Practice note, Taking cross-border security.
For a note which examines the legal background and case law relating to subordination of debt and which analyses different methods used to alter the priority of debts, see Practice note, Subordination.
Distressed debt trading and debt buy-backs
For an analysis of the key issues that need to be considered when a borrower under a syndicated facility agreement wishes to buy back its own debt or when a related company to the borrower wishes to buy the debt, see Practice note, Debt buy-backs.
For a more detailed discussion of the tax issues that arise in respect of commercial lending, in particular corporation tax and income tax issues (including withholding tax), see Practice note, Lending activities: tax.
Key lending standard documents, clauses and drafting notes
Below are links to key lending standard documents, clauses, drafting notes and related practice notes.
For a full list of lending standard documents and standard clauses along with their accompanying drafting notes, see Standard documents.
Commitment letters
For a commitment letter from an arranging bank on a "best efforts" basis to a borrower in relation to a proposed syndicated loan, see Standard document, Commitment letter: arranging mandate. The standard document contains integrated drafting notes.
For a commitment letter from co-arranging banks on a "best efforts" basis to a borrower in relation to a proposed syndicated loan, see Standard document, Commitment letter: joint arranging mandate. The standard document contains integrated drafting notes.
For a short- form, bilateral, secured or unsecured, sterling, term facility agreement between a UK bank or building society lender and a UK corporate borrower with interest charged at a margin over base rate, see Standard document, Facility agreement: short-form which contains integrated drafting notes.
Secured term loan
For a bilateral, secured, sterling, term facility agreement between a single lender and a single borrower, see Standard document, Facility agreement which contains integrated drafting notes.
Unsecured intra-group term loan
For a bilateral, unsecured, sterling, term facility agreement between two group companies, see Standard document, Facility agreement: intra-group. The standard document contains integrated drafting notes.
For a sterling unsecured overdraft facility agreement between an English or Welsh corporate lender and an English or Welsh corporate borrower with interest charged at a margin over base rate, see Standard document, Overdraft facility agreement. The standard document contains integrated drafting notes.
Additional clauses for development finance
For additional clauses (definitions, conditions precedent, representations and warranties, covenants and events of default) to be inserted in a facility agreement to reflect the fact that the loan is to be provided for development finance, see Standard clauses, Development (construction) finance provisions: facility agreement. The standard clause contains integrated drafting notes.
For a toolkit providing links to Practical Law materials about the reform of interbank offered rates (IBORs), including the London Interbank Offered Rate (LIBOR), and the transition away from those rates to near risk-free rates (RFRs), see Toolkit, IBOR reform.
Director's certificate
For a director's certificate (also known as an officer's certificate) to be provided by a director of a company which is a borrower or which is giving a guarantee or other security under a facility agreement with integrated drafting notes, see Standard document, Director's certificate.
For a form of solvency certificate to be provided by a borrower or third party security provider to a lender, see Standard document, Solvency Certificate which contains integrated drafting notes.
Fee letter
For a letter setting out the amounts and terms of certain fees payable by a borrower under a syndicated facility agreement, see Standard document, Fee letter which contains integrated drafting notes.
For a checklist of issues for a borrower's lawyers to consider when a borrower under a facility agreement secured by a security document is seeking to create new security in favour of a third party, see Checklist, Can we create new security during term of existing loan?.
For a letter from a lender to a borrower waiving a breach of one or more obligations of the borrower under a facility agreement, see Standard document, Waiver letter which includes integrated drafting notes.
Waiver requests: issues to consider
For a checklist of issues for a lender's lawyers to consider when a borrower under a facility agreement requests a waiver under the facility agreement, see Checklist, Waiver requests: issues to consider.
Waiver and consent request
For a letter from a borrower to a lender (under an existing facility agreement) requesting a waiver of a breach of a provision in that facility agreement and requesting the lender's consent to an activity that requires lender consent, see Standard document, Waiver and consent request: borrower to lender which includes integrated drafting notes.
Waiver and consent letter
For a letter from a lender to a borrower waiving a breach of an obligation and consenting to an activity prohibited by the terms of a facility agreement, see Standard document, Waiver and consent letter.
Consent request
For a letter from a borrower to a lender (under an existing facility agreement) requesting the lender's consent to an activity that requires lender consent, see Standard document, Consent request: borrower to lender.
For a letter from a lender to a borrower consenting to an activity prohibited by the terms of a facility agreement, see Standard document, Consent letter.
Consent requests: issues to consider
For a checklist of issues for a lender's lawyers to consider when a borrower under a facility agreement requests lender consent to an activity that is prohibited (or expressly requires lender consent) under the facility agreement, see Checklist, Consent requests: issues to consider.
For an amendment agreement to be used to amend the terms of a facility agreement, see Standard document, Amendment agreement which includes integrated drafting notes.
If the original facility agreement was secured, but no amendments are required to the security documents, a lender may seek confirmation that, despite the changes to the facility agreement, the original security continues to secure the obligations of the borrower under the amended facility agreement. For a deed of confirmation of existing security, see Standard document, Deed of confirmation: existing security which includes integrated drafting notes.
For a letter from a lender to a borrower that confirms that conditions precedent under an amendment agreement have been satisfied and the date from which the amendments are effective, see Standard document, Effective date letter: lender to borrower which includes integrated drafting notes.
Amendment letter
For an amendment letter to be used to amend the terms of a facility agreement, see Standard document, Amendment letter which includes integrated drafting notes.
Amendment and restatement agreement
For an amendment and restatement agreement to be used to amend and restate the terms of a facility agreement, see Standard document, Amendment and restatement agreement. The standard document contains integrated drafting notes.
For a letter from a lender to a borrower that confirms that conditions precedent under an amendment and restatement agreement have been satisfied and the date that the date from which the amendments are effective, see Standard document, Restatement date letter: lender to borrower which includes integrated drafting notes.
For a practice note that outlines some of the key issues that a finance lawyer needs to understand about financial reporting and financial information when negotiating and drafting financial covenants in facility agreements, see Practice note, Financial covenants: understanding financial reporting.
Computation of time periods in banking transactions
For a note which reviews the general principles for providing for notice periods and timing computations in legal documents and which examines the complex rules that apply in banking transactions, see Practice note, Computation of time periods in banking transactions.
Demand for loan repayment
For a form of demand for repayment of a loan to be served on a borrower by a lender following an event of default under a facility agreement, see Standard document, Demand for loan repayment which includes integrated drafting notes.
Loan assignment
For a standard form deed of assignment under which a lender assigns its rights relating to a facility agreement to a new lender, see Standard document, Assignment of loan which includes integrated drafting notes.
Loan novation
For a standard form deed of novation under which a lender transfers its rights and obligations relating to a facility agreement to a new lender, see Standard document, Novation of loan which includes integrated drafting notes.
For a practice note on provisions in a loan facility agreement which restrict a lender's rights to transfer the loan, or a participation in a syndicated facility, to another person, and the legal and practical requirements for obtaining the borrower's consent to a transfer, see Practice note, Loan transfers: contractual restrictions and consent requirements.
For a loan note instrument, with integrated drafting notes, constituting floating rate guaranteed loan notes where the loan notes are for issue by the buyer of company shares to the seller(s) of those shares as consideration for the share sale, see Standard document, Loan note instrument (share consideration).
For a note that considers some common queries that arise when dealing with general purpose loan notes, see Practice note, FAQs on loan notes.
For a form of letter appointing a process agent located in England and Wales to accept legal proceedings on behalf of a party that has submitted to the jurisdiction of the English courts, but does not have a registered office within the jurisdiction, see Standard document, Process agent letter. The standard document contains integrated drafting notes.
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