A guide to key resources: general lending | Practical Law

A guide to key resources: general lending | Practical Law

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.

A guide to key resources: general lending

Practical Law UK Practice Note Overview 7-500-3009 (Approx. 24 pages)

A guide to key resources: general lending

MaintainedEngland, Wales
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 the purposes of this note, lending does not include the raising of debt finance by issuing debt securities in the capital markets. For a guide to Practical Law Finance's debt capital markets resources, see Practice note, A guide to key resources: debt capital markets.

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.

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.

Security in lending transactions

General

For an overview of Practical Law Finance's resources on security and quasi security arrangements, see Practice note, A guide to key resources: security and quasi-security.

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.

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.

Amending security

For a note on the issues to consider when amending a security document, see Practice note, Amending a security document.

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.

Releasing security

For an overview on releasing a mortgage or charge, see Practice note: overview, Releasing security.

Guarantees

For an overview of Practical Law Finance's resources on guarantees, see Practice note, A guide to key resources: guarantees, indemnities and on-demand bonds.
For a note on the legal and drafting issues relating to guarantees and indemnities where the obligations of a third party are guaranteed and/or indemnified, see Practice note, Guarantees and indemnities.

Cross-border security

Intercreditor arrangements

For an explanation of the nature and purpose of an intercreditor deed, see Practice note, Intercreditor deeds: overview.

Subordination arrangements

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 note that provides an overview of distressed debt and the distressed debt market in the UK, see Practice note, Distressed debt trading: overview.

Derivatives in loan transactions

For a discussion of the use of derivatives (including interest rate swaps) in loan transactions, see Practice note, Derivatives: their role in loan transactions.

Repos

Stock lending

For an introduction to stock lending, see Practice note, Stock lending.

Tax

Lending general: tax

Withholding tax

For a summary of the UK withholding tax rules on payments of interest and certain other payments, see Practice note, Withholding tax.

Repos: tax

For an analysis of the UK tax treatment of repos for companies, see Practice note, Repos: tax.

Stock lending: tax

For an analysis of the UK tax treatment of stock lending for companies, see Practice note, Stock lending: tax.

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.

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 links to Practical Law materials on legal opinions issued in connection with loan agreements, see Legal opinions in lending transactions toolkit.

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 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, see Practice note, Execution of deeds and documents.
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.

Notarisation

For a note on the role of notaries which explains what notarisation, legalisation and apostille mean, see Practice note, Notaries and notarisation.

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 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.

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. 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. The standard document contains integrated drafting notes. For additional resources that may be useful when considering loans from a director or shareholder, see Loans from a director or shareholder to a company: overview.

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. 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.

IBOR reform

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 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.

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 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.

Drawdown request

For a drawdown request, see Standard document, Drawdown request 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 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 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.

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 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 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).

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.

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.

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.

Amendment agreement

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.

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.

Financial covenants

Material adverse change clauses

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.

Loan notes

Promissory note

For a standard form promissory note with integrated drafting notes, see Standard document, Promissory note.

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. The standard document contains integrated drafting notes.

FAQs

For links to FAQs on various finance topics, including lending and security, see Practice note, Practical Law Finance FAQs.

Links to Practical Law resources on lending

Practical Law Finance resources on lending

Links to Practical Law Finance resources on lending.
  • Practice notes.
  • Standard documents and drafting notes.
  • Checklists.
  • Legal updates.
  • Articles.
  • Glossary items.

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Links to Practical Law services covering key practice areas relevant to lending.

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