| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| Assignment of construction documents A deed of assignment for construction documents, such as a building contract, professional appointments and collateral warranties. |
| Deed of release: full release A standard form deed of release by which a lender releases all mortgages and charges granted to it by a security provider under a security agreement. |
| Mortgage of shares A standard form mortgage of shares created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over all the shares of a private limited company incorporated in England and Wales, together with a fixed charge over all dividends, interest and other rights attaching to those shares. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a mortgage of shares, see Drafting note, About this document below. |
| Advance payment bond An on demand advance payment bond (also called an advance payment guarantee) involving an independent payment obligation, to be issued in letter form, typically by a bank. The bond is primarily intended for use on a construction and engineering project, although it could be used or adapted for other commercial supply contracts, including where a customer pays a supplier in advance for a piece of machinery or equipment. |
| 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. |
| Undertaking to hold a deed of release A letter of undertaking from a law firm acting for a lender regarding the release of security. The law firm confirms that it holds a deed of release to the lender's order and undertakes to forward it to the security provider's lawyers once the lender confirms that it has received an agreed sum of money to enable it to release a mortgage or charge. |
| Charge over bank account A standard form charge in favour of a lender over monies held in a corporate borrower's bank account. This standard document contains integrated drafting notes and negotiating tips. For detailed information on issues that may arise when drafting a charge over a bank account, see General document notes below. |
| Board minutes: bond issue Outline board minutes of an issuer to approve a bond issue and its documents. |
| 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. |
| Public sector boilerplate provisions Links to a selection of key definitions and boilerplate clauses for use in public sector contracts together with drafting notes detailing when and how to use them. These provisions are taken from the following key standard government contracts: The OGC Model Services Agreement; The OGC Model ICT Services Agreement for major projects; and Standardisation of PFI Contracts version 4 (SOPC4). The clauses are therefore subject to crown copyright. |
| 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. |
| 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. |
| On demand bid bond An on demand bid bond (also called a tender bond or tender guarantee) involving an independent payment obligation, to be issued in letter form, typically by a bank. The bond is primarily intended for use on a construction and engineering project, although bid bonds are rare in the UK construction market. |
| 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. |
| 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. |
| Letter of non-crystallisation of floating charge A letter to confirm to a buyer of assets that any floating charge over the assets to be acquired has not crystallised into a fixed charge. |
| Debenture A standard form debenture created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over properties, fixed charges over a range of other assets and assignments by way of security over the benefit of contracts and insurance policies, together with a floating charge over assets not otherwise mortgaged, charged or assigned. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a debenture, see Drafting note, About this document below. |
| Condition precedent waiver letter A letter waiving certain conditions precedent under a facility agreement (also known as a loan agreement). |
| 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. |
| 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. |
| 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. |
| Deed of release: partial release A standard form deed of release by which a lender releases some, but not all, of the mortgages and charges granted to it by a security provider under a security agreement. |
| Mortgage of chattels A standard form chattel mortgage created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document, Mortgage of chattels creates a mortgage and a fixed charge over the chattels of a private limited company incorporated in England and Wales, together with an assignment of all rights and agreements relating to those chattels. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a mortgage of chattels, see Drafting note, Drafting assumptions and legal issues. |
| 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. |