Accessing Practical Law Finance's lending resources

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.

Contents

Introduction

This note acts as a guide to Practical Law Finance's resources on lending including:

For the purposes of this note, lending does not include the raising of debt finance by issuing debt securities ( www.practicallaw.com/0-207-6955) in the capital markets. For a guide to Practical Law Finance's debt capital markets resources, see Practice note, Accessing Practical Law Finance's debt capital markets resources ( www.practicallaw.com/7-422-3994) .

 

Lending: general

Overview

Global guide to lending

For a global guide to lending, see Finance Global Guide.

 

Syndicated lending

For an overview on syndicated lending, see Practice note, Syndication ( www.practicallaw.com/8-201-9310) .

 

Chronology of a loan finance transaction

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 ( www.practicallaw.com/0-500-6997) .

 

Security in lending transactions

General

For an overview of Practical Law Finance's resources on security and quasi security arrangements, see Practice note, Accessing Practical Law Finance's security and quasi security resources ( www.practicallaw.com/1-386-3269) .

Security over assets

Forms of security that can be taken over assets

For an outline of the options available to lenders when taking security, see Practice note, Taking security ( www.practicallaw.com/2-107-4032) .

Perfection and priority of security

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 ( www.practicallaw.com/6-107-5015) .

Amending security

For a note on the issues to consider when amending a security document, see Practice note, Amending a security document ( www.practicallaw.com/8-520-1320) .

Enforcing 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 ( www.practicallaw.com/6-385-5568) .

Guarantees

For an overview of Practical Law Finance's resources on guarantees, see Practice note, Accessing Practical Law Finance's guarantees resources ( www.practicallaw.com/5-523-7995) .

For a note on the legal and drafting issues relating to guarantees ( www.practicallaw.com/6-107-6675) and indemnities ( www.practicallaw.com/5-107-6256) where the obligations of a third party are guaranteed and/or indemnified, see Practice note, Guarantees and indemnities ( www.practicallaw.com/9-200-1437) .

Cross-border security

 

Intercreditor arrangements

For an explanation of the nature and purpose of an intercreditor deed, see Practice note, Intercreditor deeds: overview ( www.practicallaw.com/5-107-4035) .

 

Subordination arrangements

For a note which examines the legal background and case law relating to subordination ( www.practicallaw.com/3-107-7332) of debt and which analyses different methods used to alter the priority of debts, see Practice note, Subordination ( www.practicallaw.com/7-242-0147) .

 

Distressed debt trading and debt buy-backs

 

Derivatives in loan transactions

For a discussion of the use of derivatives ( www.practicallaw.com/0-107-6094) (including interest rate swaps ( www.practicallaw.com/2-107-6286) ) in loan transactions, see Practice note, Derivatives: their role in loan transactions ( www.practicallaw.com/9-500-2711) .

 

Repos

For an introduction to repos, see Practice note, Repos: overview (UK) ( www.practicallaw.com/6-202-0649) .

 

Stock lending

For an introduction to stock lending, see Practice note, Stock lending ( www.practicallaw.com/2-201-9445) .

 

Tax

Lending general: tax

Withholding tax

For a summary of the UK withholding tax ( www.practicallaw.com/8-107-7508) rules on payments of interest and certain other payments, see Practice note, Withholding tax ( www.practicallaw.com/5-201-9175) .

Repos: tax

For an analysis of the UK tax treatment of repos for companies, see Practice note, Repos: tax ( www.practicallaw.com/2-202-0991) .

Stock lending: tax

For an analysis of the UK tax treatment of stock lending for companies, see Practice note, Stock lending: tax ( www.practicallaw.com/0-202-1977) .

FATCA

For details of available resources on the US Foreign Account Tax Compliance Act (FATCA), see Practice note, A guide to Practical Law's FATCA resources ( www.practicallaw.com/1-521-6396) .

Global guide to tax

For a global guide to taxes on corporate transactions and finance transactions, see Tax on Transactions Global Guide.

 

Legal opinions in loan transactions

For an overview on the matters to be considered when requesting or responding to a request for an English legal opinion for a loan transaction and the form and content of the opinion, see Practice note, Legal opinions in finance transactions: overview ( www.practicallaw.com/6-201-7053) .

For legal opinions to be issued by a lender's lawyers as a condition precedent to the advance of a loan where the facility agreement is governed by the law of England and Wales and the borrower is incorporated in England and Wales, see Standard documents, Legal opinion: English borrower secured bilateral loan facility ( www.practicallaw.com/8-201-8532) and Standard document, Legal opinion: English borrower unsecured loan facility ( www.practicallaw.com/7-522-2629) .

For a legal opinion to be issued by the lender's lawyers as a condition precedent to the advance of a loan where the facility agreement is governed by the law of England and Wales and the borrower is incorporated in a jurisdiction other than England and Wales, see Standard document, Legal opinion: Foreign borrower English law facility agreement ( www.practicallaw.com/7-522-6707) .

For a legal opinion to be issued by the lender's lawyers as a condition precedent to the advance of a loan where the facility agreement is governed by a law other than English law and the borrower is incorporated in England and Wales, see Standard document, Legal opinion: English borrower foreign law facility agreement ( www.practicallaw.com/2-522-1590) .

For legal opinions that may be required from the agent's or lender's non-English law qualified lawyer in connection with a facility agreement, guarantee or security document where the transaction documents are governed by English law and the borrower, guarantor or security provider is incorporated in the jurisdiction where the non-English law qualified lawyer is authorised to practise, see Standard clauses, Legal opinion from non-English lawyer: foreign company and English law documents ( www.practicallaw.com/3-617-2791) .

For legal opinions that may be required from the agent's or lender's non-English law qualified lawyer in connection with a facility agreement, guarantee or security document where the transaction documents are governed by the law of the jurisdiction where the non-English law qualified lawyer is authorised to practise and the borrower, guarantor or security provider is incorporated in England and Wales, see Standard clauses, Legal opinion from non-English lawyer: English company and foreign law documents ( www.practicallaw.com/9-629-8028) .

For legal opinions that may be required from the agent's or lender's non-English law qualified lawyer in connection with a lending transaction where a borrower, guarantor or security provider is incorporated in a jurisdiction other than England and Wales and is entering into one or more documents governed by the law of its place of incorporation, see Standard clauses, Legal opinion from non-English lawyer: foreign company and foreign law document ( www.practicallaw.com/1-631-1929) .

For an opinion about state immunity from suit or adjudication, and from enforcement in England and Wales, see Standard clauses, Legal opinion: Immunity ( www.practicallaw.com/2-553-7325) .

For a checklist that sets out the points of law and practice that commonly need to be considered before a law firm issues a legal opinion in connection with a finance transaction, see Checklist, Legal opinion ( www.practicallaw.com/0-520-2559) .

 

Confidentiality agreements in loan finance transactions

For a confidentiality agreement for use in connection with a loan finance transaction, see Standard document, Confidentiality agreement: lending ( www.practicallaw.com/8-511-7331) which contains integrated drafting notes.

 

Execution of loan documents

General

For a note on the execution of deeds and documents which includes specimen execution clauses for various legal entities and which reflects the law on execution from 1 October 2009, see Practice note, Execution of deeds and documents: post-1 October 2009 ( www.practicallaw.com/0-380-8400) .

For an overview of the formalities governing execution of deeds and documents by a company under the Companies Act 2006, see Practice note, Execution of deeds and documents by companies under Companies Act 2006 ( www.practicallaw.com/5-530-8327) .

Notarisation

For a note on the role of notaries which explains what notarisation, legalisation and apostille mean, see Practice note, Notaries and notarisation ( www.practicallaw.com/5-238-0996) .

 

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

Term sheets

Facility agreements

Short form term loan

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 ( www.practicallaw.com/0-203-2141) 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 ( www.practicallaw.com/3-202-3102) which contains integrated drafting notes.

Unsecured or secured intra-group term loan

For a bilateral, unsecured or secured, sterling, term facility agreement between two group companies, see Standard document, Facility agreement: intra-group ( www.practicallaw.com/9-504-4221) . The standard document contains integrated drafting notes.

Unsecured intra-group on-demand loan

For a bilateral, unsecured, sterling, on-demand facility agreement between two group companies, see Standard document, On-demand facility agreement: intra-group ( www.practicallaw.com/6-504-5076) . The standard document contains integrated drafting notes.

Loan from a director or shareholder

For a bilateral, unsecured or secured, sterling, term facility agreement between a director or shareholder (as lender) and the company as borrower, see Standard document, Facility agreement: loan from a director or shareholder ( www.practicallaw.com/4-506-8422) . The standard document contains integrated drafting notes.

Overdraft

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 ( www.practicallaw.com/2-366-8007) . The standard document contains integrated drafting notes.

Syndicated loans

The Loan Market Association (LMA) ( www.practicallaw.com/6-107-6779) provides recommended documentation for both the primary and secondary syndicated loan markets. For an introduction to the standard syndicated loan documents available from the LMA for investment grade loans, see Practice note, Loan Market Association: Primary documents: investment grade: facility documentation ( www.practicallaw.com/8-521-3752) .

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 ( www.practicallaw.com/0-512-4953) . The standard clause contains integrated drafting notes.

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 ( www.practicallaw.com/0-500-6577) .

For a short form director's certificate that may be used in connection with an amendment agreement or an amendment and restatement agreement, see Standard document, Director's certificate: short form for use with amendment or amendment and restatement agreement ( www.practicallaw.com/4-566-3025) .

Solvency 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 ( www.practicallaw.com/4-518-4209) 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 ( www.practicallaw.com/6-382-5369) which contains integrated drafting notes.

Drawdown request

For a drawdown request, see Standard document, Drawdown request ( www.practicallaw.com/2-203-5681) which contains integrated drafting notes.

Conditions precedent waiver letter

For a letter waiving certain conditions precedent under a facility agreement, see Standard document, Condition precedent waiver letter ( www.practicallaw.com/4-386-3022) which includes integrated drafting notes.

Conditions precedent satisfaction letters

Completion monies undertaking

For an undertaking to hold completion monies, see Standard document, Undertaking to hold completion monies ( www.practicallaw.com/6-500-4453) which includes integrated drafting notes.

On-going obligations

Waiver request

For a letter from a borrower to a lender (under an existing facility agreement) requesting a waiver of a provision in the facility agreement, see Standard document, Waiver request: borrower to lender ( www.practicallaw.com/3-557-9225) .

Waiver letter

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 ( www.practicallaw.com/5-504-1998) 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 ( www.practicallaw.com/9-624-2197) .

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 ( www.practicallaw.com/9-619-7185) 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 ( www.practicallaw.com/8-604-8450) .

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 ( www.practicallaw.com/0-593-6867) .

For a letter from a borrower to a lender (under an existing facility agreement) requesting the lender's consent to borrow from a new lender, and to create security in favour of that new lender, during the term of the loan from the original lender, see Standard document, Consent request: borrower to lender (new borrowing and security with new lender) ( www.practicallaw.com/6-533-0686) .

Consent letter

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 ( www.practicallaw.com/1-566-2471) .

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 ( www.practicallaw.com/7-625-1885) .

Amendment request

For a letter from a borrower to a lender (under an existing facility agreement) requesting amendments to the facility agreement, see Standard document, Amendment request: borrower to lender ( www.practicallaw.com/8-612-6725) .

Amendment agreement

For an amendment agreement to be used to amend the terms of a facility agreement, see Standard document, Amendment agreement ( www.practicallaw.com/3-504-4120) 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 ( www.practicallaw.com/1-505-0353) 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 ( www.practicallaw.com/3-523-8076) 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 ( www.practicallaw.com/6-505-6989) . 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 ( www.practicallaw.com/4-566-1007) which includes integrated drafting notes.

Amending facility agreements: key issues

For a checklist of issues for a lender's lawyers to consider when a borrower under a facility agreement requests amendments to the facility agreement, see Checklist, Amending facility agreements: issues to consider ( www.practicallaw.com/1-611-8007) .

Financial covenants

Material adverse change clauses

For a note on material adverse change clauses ( www.practicallaw.com/0-107-6824) in finance documents, see Practice note, Material adverse change (MAC) clauses in finance documents ( www.practicallaw.com/5-384-7022) .

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 ( www.practicallaw.com/4-368-4964) .

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  ( www.practicallaw.com/7-504-3642) 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 ( www.practicallaw.com/9-500-4767) 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 ( www.practicallaw.com/8-500-5017) which includes integrated drafting notes.

Loan notes

Promissory note

For a standard form promissory note ( www.practicallaw.com/5-107-7067) with integrated drafting notes, see Standard document, Promissory note ( www.practicallaw.com/7-501-2278) .

Board minutes

Shareholder resolutions

Agent for service of process

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 ( www.practicallaw.com/8-517-8857) . The standard document contains integrated drafting notes.

 

Key dates for finance lawyers

For notes on key forthcoming dates of interest to finance lawyers, see Practice note, Key dates for finance lawyers in 2016 ( www.practicallaw.com/1-619-1899) .

 

Links to Practical Law resources on lending

Practical Law Finance resources on lending

Links to Practical Law Finance resources on lending.

Related Practical Law resources

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