| Fee letter A standard form letter setting out the amounts and terms of certain fees payable by a borrower under a syndicated facility agreement (or loan agreement). This standard document contains integrated drafting notes. |
| Legal opinion: English borrower unsecured bilateral loan facility A form of legal opinion to be issued by the lender's lawyers as a condition precedent to the advance of a loan under an unsecured bilateral loan facility. This standard document contains integrated drafting notes. |
| Commitment letter: arranging mandate A commitment letter (also called a mandate letter) to be sent by a bank appointed as an arranger on a "best efforts" basis to a borrower in relation to a proposed syndicated loan. It sets out the terms on which the arranger will arrange the borrower's loan. The borrower grants the mandate by signing and returning this letter. |
| On-demand facility agreement: intra-group A standard form on-demand, unsecured, sterling facility agreement (or loan agreement) to be used for intra-group loans. The standard document is not an arm's length document. For an intra-group facility agreement containing a term loan, see Standard document, Facility agreement: intra-group. This standard document contains integrated drafting notes. |
| Guarantee and indemnity: director's guarantee, specific liabilities A personal guarantee and indemnity given by a director of a company of that corporate borrower's specific liabilities . Security has been given by the borrower. The borrower is incorporated in England and Wales. |
| Loan note instrument A loan note instrument, with integrated drafting notes, constituting fixed rate, unsecured loan notes. |
| Term sheet: syndicated term loan, pre-export finance facility A sample term sheet for the grant of a term loan by a syndicate of lenders for financing the production of commodities by the borrower. |
| Loan note certificate (share consideration) A loan note certificate in respect of floating rate guaranteed loan notes issued pursuant to Standard document, Loan note instrument (share consideration). 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. |
| Assignment of loan A standard form deed of assignment under which a lender (the assignor) assigns its rights relating to a facility agreement (also known as a loan agreement) to a new lender (the assignee). Only the assignor's rights under the facility agreement (such as to receive repayment of the loan and to receive interest) are assigned. The assignor will still have to perform any obligations it has under the facility agreement. The standard document contains an option for the assignor to assign to the assignee the benefit of any supporting security or guarantees related to the facility agreement. The standard document also has integrated notes with important explanations and drafting tips. For detailed information on legal issues that may arise when drafting an assignment of loan, see Drafting note, Drafting assumptions and legal issues. |
| Novation of loan A standard form deed of novation under which a lender (the transferor) transfers by novation all its rights and obligations relating to a facility agreement (also known as a loan agreement) to a new lender (the transferee). This standard document has integrated notes with important explanations and drafting tips. For detailed information on legal issues that may arise when drafting a novation of loan, see Drafting note, Drafting assumptions and legal issues. |
| Drawdown request A drawdown request from a borrower to a lender requesting drawdown of a loan under a bilateral facility agreement (or loan agreement). This standard document contains integrated drafting notes. |
| Reservation of rights letter A letter from a lender to a borrower in which the lender reserves its rights under a facility agreement (also known as a loan agreement) to take action against the borrower in respect of a breach of the facility agreement. |
| Legal opinion: Officer's certificate A standard form officer's certificate to be provided by the secretary or a director of a company in respect of which a legal opinion is being given. It includes integrated drafting notes. |
| Board minutes: borrower approving facility agreement and debenture Borrower board minutes approving execution of a facility agreement and debenture. They can also be used for a meeting of the directors of a company to approve other finance documents that the company is proposing to enter in connection with a secured financing transaction and are consistent with the requirements of Standard document, Facility agreement. However, if the facility agreement is not secured by a debenture, use Standard document, Board minutes: borrower approving facility agreement. This document includes integrated drafting notes. |
| Comfort letter - non binding A non-binding comfort letter to be given as an alternative to a guarantee. This standard document includes integrated drafting notes. |
| Guarantee and indemnity: director's guarantee, all monies An all monies, personal guarantee and indemnity given by a director of a borrower company of the company's debts. The borrower is incorporated in England and Wales. |
| Facility agreement A bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower. |
| Overdraft facility agreement A sterling unsecured overdraft facility agreement between a UK tax resident bank or building society as lender and an English or Welsh corporate borrower with interest charged at a margin over base rate. This standard document contains integrated drafting notes. |
| Intercreditor deed for secured debt A deed to regulate the priority between secured creditors. For an intercreditor deed which regulates the priority between unsecured creditors, see Standard document, Intercreditor deed for unsecured debt. For a simpler form of document which regulates the priority between secured creditors, but which does not contain subordination provisions, see Standard document, Deed of priority. |
| Guarantee and indemnity - automated FastDraft version A FastDraft version of the guarantee and indemnity. This document incorporates questions which allow you to quickly choose between the different types of guarantee (e.g. between an all monies guarantee or specific liabilities, and between a corporate or individual guarantor). It also allows you to import details of the parties from Companies House and make online changes to other aspects of the document. To produce and edit this document click the Go button below. For more information about this document, see Drafting note: About this guarantee and indemnity below. |
| Guarantee and indemnity: individual guarantor, all monies A personal guarantee given by an individual guarantor which guarantees and indemnifies the lender for the payment of all monies, debts and liabilities of a corporate borrower to that lender. The borrower is incorporated in England and Wales. If the guarantor is an individual who is a director of the borrower, use Standard document, Guarantee and indemnity: director's guarantee, all monies. NOTE: TO AVOID POTENTIAL UNDUE INFLUENCE ISSUES, THE LENDER SHOULD ENSURE THAT THE INDIVIDUAL TAKES SEPARATE LEGAL ADVICE ON THE GUARANTEE. |
| Commitment letter: joint arranging mandate A commitment letter (also called a mandate letter) to be sent by banks to be appointed as co-arrangers on a "best efforts" basis to a borrower in relation to a proposed syndicated loan. It sets out the terms on which the banks will co-arrange the borrower's loan. The borrower grants the mandate by signing and returning this letter. |
| Written resolution of members under Companies Act 2006 (approving third party security) A form of written resolution under Chapter 2 of Part 13 of the Companies Act 2006 (only for use by private companies) to approve the terms of, and transactions contemplated by, a third party security document. It provides that the written resolution must be returned to the company in hard copy form. This standard document contains integrated drafting notes. |
| Conditions precedent satisfaction letter: lender to borrower A letter from the lender to the borrower confirming that conditions precedent under a facility agreement (also known as a loan agreement) have been satisfied. |
| Intercreditor deed for unsecured debt A deed to regulate the priority between unsecured debt providers. For an intercreditor deed which regulates the priority between secured debt providers, see Standard document, Intercreditor deed for secured debt. For a simpler form of document which can be used to regulate priority between debt providers, but which does not contain subordination provisions, see Standard document, Deed of priority. |
| Amendment and restatement agreement A standard form amendment and restatement agreement to be used to amend and restate the terms of a facility agreement (or loan agreement). This standard document contains integrated drafting notes. |
| Term sheet: syndicated acquisition finance facilities A sample term sheet for a sterling term loan facility, to be provided by a syndicate of lenders to a corporate borrower for the purpose of financing the acquisition of the entire issued share capital of a private limited company incorporated in England or Wales (target). The term sheet also caters for a multicurrency revolving credit facility to be provided by those lenders to members of the principal borrower's group for general corporate and working capital purposes. The term sheet should be tailored to fit the agreed commercial terms. |
| Loan note instrument (share consideration) A loan note instrument constituting floating rate guaranteed loan notes. 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. |
| Guarantee and indemnity: corporate guarantor, specific liabilities A specific liabilities guarantee and indemnity given by a corporate guarantor of a company. Both companies are incorporated in England and Wales and security has been given by the borrower. |
| Shareholders' resolution: approving guarantee and indemnity Specimen special resolution passed by the shareholders for the purposes of section 39 of the Companies Act 2006 in relation to approval and execution of a guarantee and indemnity. In the case of a private limited company the directors may ask the shareholders to pass a written special resolution rather than convene a general meeting. However, a public limited company must convene a general meeting of shareholders to pass an appropriate resolution. For more information on general meetings, see PLC Corporate, Practice note, General meetings (including AGMs) - conduct of the meeting and PLC Corporate, Practice note, General meetings (including AGMs): preparation and notice: 1 October 2007. For more information on special resolutions, see PLC Corporate, Practice note, Special resolutions: Companies Act 2006. For more information on written resolutions, see PLC Corporate, Practice note, Written resolutions: Companies Act 2006. |
| Application to HMRC under the non-statutory clearance procedure Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs. |
| Waiver letter A letter from a lender to a borrower waiving a breach of one or more obligations of the borrower under a facility agreement (also known as a loan agreement). This standard document includes integrated drafting notes. |
| Process agent letter A 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. |
| Promissory note A standard form promissory note under which one or more companies promises to pay an amount to the order of a specified company or to the holder of the note in due course. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a promissory note, see Drafting note, Drafting assumptions and legal issues. |
| Guarantee and indemnity: cross-guarantee, corporate guarantors, all monies An all monies guarantee and indemnity given by one or more corporate guarantors over obligations owed by multiple obligors (cross-guarantee). Each of the guarantors and the borrowers are companies incorporated in England and Wales. |
| Term sheet: syndicated A sample term sheet for a sterling term loan, to be provided by a syndicate of lenders to a corporate borrower for general corporate and working capital purposes. The term sheet also caters for an optional multicurrency revolving credit facility to be provided by those lenders to members of the borrower's group. This term sheet should be tailored to fit the agreed commercial terms. |
| Board minutes: guarantor approving guarantee and indemnity Outline board minutes of a parent, subsidiary or group company approving a guarantee and indemnity of a parent, subsidiary or group company's obligations. |
| Guarantee and indemnity: corporate guarantor, all monies An all monies guarantee and indemnity given by a corporate guarantor over obligations owed by a company. Both the guarantor and the borrower are incorporated in England and Wales. |
| Comfort letter - binding A binding comfort letter to be given as an alternative to a guarantee. This standard document includes integrated drafting notes. |
| Facility agreement: loan from a director or shareholder A short-form, bilateral, secured or unsecured, sterling, term facility agreement (or loan agreement) between a director or shareholder (as lender) and the company (as borrower). This standard document contains integrated drafting notes. |
| Director's certificate A standard form 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 loan facility agreement. The standard document includes integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a director's certificate, see Drafting note, General document notes. |
| Confidentiality agreement: lending A standard form confidentiality agreement to be used in connection with a loan finance transaction. This agreement includes exceptions to confidentiality and remedies for breach of the confidentiality provisions. This standard document contains integrated notes with explanations and drafting and negotiating tips. |
| Commitment letter: joint arranging and underwriting mandate A commitment letter (also called a mandate letter) to be sent by banks to be appointed as co-arrangers and co-underwriters in relation to a proposed syndicated loan. It sets out the terms on which the banks will co-arrange and co-underwrite the borrower's loan. The borrower grants the mandate by signing and returning this letter. |
| Condition precedent waiver letter A letter waiving certain conditions precedent under a facility agreement (also known as a loan agreement). |
| Effective date letter: lender to borrower A letter from the lender to the borrower which confirms that conditions precedent under an amendment agreement (to a facility agreement) have been satisfied and the date from which the amendments are effective. |
| Demand for loan repayment 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 (also known as a loan agreement). This standard document includes integrated drafting notes. |
| Conditions precedent satisfaction letter: lender's lawyers to the lender A letter from the lender's lawyers to the lender confirming receipt of certain documentary conditions precedent under a facility agreement (also known as a loan agreement). |
| Term sheet: bilateral A sample term sheet for a sterling term loan, to be provided by a single lender to a corporate borrower for general corporate and working capital purposes. The term sheet also caters for an optional multicurrency revolving credit facility to be provided by that lender to members of the borrower's group. While this term sheet reflects many of the provisions in the Standard document, Facility agreement, it should be tailored to fit the agreed commercial terms. |
| Board minutes: borrower approving facility agreement Borrower board minutes approving execution of a facility agreement. They can also be used for a meeting of the directors of a company to approve other finance documents that the company is proposing to enter in connection with an unsecured financing transaction and are consistent with the requirements of Standard document, Facility agreement. However, if the facility agreement is to be secured by a debenture, use Standard document, Board minutes: borrower approving facility agreement and debenture. This document includes integrated drafting notes. |
| Term sheet: bilateral acquisition finance facilities A sample term sheet for a sterling term loan, to be provided by a single lender to a corporate borrower for the purpose of financing the acquisition of the entire issued share capital of a private limited company incorporated in England or Wales (target). The term sheet also caters for a multicurrency revolving credit facility to be provided by that lender to members of the principal borrower's group for general corporate and working capital purposes. The term sheet should be tailored to fit the agreed commercial terms. |
| Undertaking to hold completion monies A letter of undertaking from a law firm acting for a borrower to hold completion monies to a lender's order, for example on a commercial property or share purchase transaction likely to complete outside banking hours. This standard document includes integrated drafting notes. |
| Legal opinion: English borrower secured bilateral loan facility A form of legal opinion to be issued by the lender's lawyers as a condition precedent to the advance of a loan under a bilateral secured loan facility. This standard document contains integrated drafting notes. |
| Facility agreement: short-form A short-form, bilateral, secured or unsecured, sterling, term facility agreement (or loan agreement) between a single lender and a single borrower with interest charged at a margin over base rate. The standard document contains integrated drafting notes. |
| Amendment agreement A standard form amendment agreement to be used to amend the terms of a facility agreement (or loan agreement). This standard document contains integrated drafting notes. |
| Commitment letter: arranging and underwriting mandate A commitment letter (also called a mandate letter) to be sent by an arranging and underwriting bank to a borrower in relation to a proposed syndicated loan. It sets out the terms on which the arranger will arrange and underwrite the borrower's loan. The borrower grants the mandate by signing and returning this letter. |
| Guarantee and indemnity: individual guarantor, specific liabilities A personal guarantee given by an individual guarantor who guarantees and indemnifies the lender for the payment of all payment obligations and liabilities of a corporate borrower due, owing or incurred to that lender under a facility agreement. The borrower is incorporated in England and Wales. If the guarantor is an individual who is a director of the borrower, use Standard document, Guarantee and indemnity: director's guarantee, specific liabilities. NOTE: TO AVOID POTENTIAL UNDUE INFLUENCE ISSUES, THE LENDER SHOULD ENSURE THAT THE INDIVIDUAL TAKES SEPARATE LEGAL ADVICE ON THE GUARANTEE. |
| Facility agreement: intra-group A standard short-form, bilateral, secured or unsecured, sterling, term facility agreement (or loan agreement) between two group companies. The standard document is not an arm's length document and, among other things, contains provision for immediate repayment if the borrower ceases to be a subsidiary of the lender. This document contains integrated drafting notes. |