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Standard documents and clauses with drafting notes: Finance
Practical Law UK Help and Information Notes 8-202-3067
(Approx. 17 pages)
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Standard documents and clauses with drafting notes: Finance
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Practical Law Finance
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This is a list of the standard documents and clauses, with drafting notes, available on Practical Law Finance.
Introduction
The following is a list of Practical Law Finance's standard documents and standard clauses, with integrated drafting notes.
Lending
Term sheets
Term sheet: bilateral
Term sheet: bilateral acquisition finance facilities
Term sheet: syndicated
Term sheet: syndicated acquisition finance facilities
Term sheet: syndicated term loan, pre-export finance facility
Commitment letters
Commitment letter: arranging and underwriting mandate
Commitment letter: arranging mandate
Commitment letter: joint arranging and underwriting mandate
Commitment letter: joint arranging mandate
Material adverse change clause (including market MAC wording) for a mandate letter
Facility agreements
Facility agreement
Facility agreement: intra-group
Facility agreement: loan from a director or shareholder
Facility agreement: management buyouts
Facility agreement: short-form
On-demand facility agreement: intra-group
Overdraft facility agreement
Additional clauses
Capitalised interest and commitment fees provisions
Facility agreements: anti-corruption provisions: Facility agreement provisions
Financial covenants: capital expenditure restriction
Material adverse change (MAC) provisions for a facility agreement
Profit share provisions
Revolving facility agreement provisions
Corporate authorisations and assurances
Board minutes: borrower approving facility agreement
Board minutes: borrower approving facility agreement and debenture
Board resolutions: Borrower ratifying facility agreement
Board resolutions: Borrower ratifying facility agreement and debenture
Board minutes: declarations of interest
Director's certificate
Director's certificate: short form for use with amendment or amendment and restatement agreement
Legal opinion: Officer's certificate
Solvency certificate
Amendment, assignment and novation
Amendment agreement
Amendment and restatement agreement
Amendment and waiver letters: Agent confirmation
Amendment letter
Amendment request: borrower to lender
Assignment of loan
Novation of loan
Waiver clause
For general boilerplate assignment and novation agreements and clauses, see
General boilerplate
.
Subordination
Intercreditor deed for secured debt
Intercreditor deed for unsecured debt
Retention accounts
Retention account: escrow letter: asset acquisitions
Retention account: instructions to escrow bank: acquisitions
Loan notes
Loan note certificate (share consideration)
Loan note instrument
Loan note instrument (share consideration)
Other documents
Condition precedent waiver letter
Conditions precedent satisfaction letter: lender's lawyers to the lender
Conditions precedent satisfaction letter: lender to borrower
Confidentiality agreement: lending
Consent letter
Consent request: borrower to lender
Consent request: borrower to lender (new borrowing and security with new lender)
Demand for loan repayment
Drawdown request
Effective date letter: lender to borrower
Fee letter
Financial covenants: facility agreement
Legal opinion: English borrower foreign law governed unsecured bilateral facility agreement
Legal opinion: English borrower secured bilateral loan facility
Legal opinion: English borrower unsecured bilateral loan facility
Legal opinion: Foreign borrower unsecured bilateral loan facility
Legal opinion from non-English lawyer: English company and foreign law documents
Legal opinion from non-English lawyer: foreign company and English law documents
Legal opinion from non-English lawyer: foreign company and foreign law document
Legal opinion: Immunity
Process agent letter
Promissory note
Reservation of rights letter: facility agreement
Restatement date letter: lender to borrower
Undertaking to hold completion monies
Waiver and consent letter
Waiver and consent request: borrower to lender
Waiver letter
Waiver request: borrower to lender
Guarantees and bonds
Guarantees
Guarantee and indemnity: corporate guarantor, all monies
Guarantee and indemnity: corporate guarantor, specific liabilities
Guarantee and indemnity: cross-guarantee, corporate guarantors, all monies
Guarantee and indemnity: individual guarantor, all monies
Guarantee and indemnity: individual guarantor, specific liabilities
Guarantee and indemnity: payment obligation
Bonds
ABI model form of guarantee bond
Advance payment bond
Bond: default performance bond for a construction project
On demand performance bond
Standby letter of credit
Other documents
Board minutes: guarantor approving guarantee and indemnity
Comfort letter - binding
Comfort letter - non-binding
Deed of consent: guarantor consent to amendments of the guaranteed obligations
Deed of release of a guarantor
Etridge letter confirming independent advice about mortgage
Written resolution of members under Companies Act 2006 (approving a guarantee)
Security and quasi security
Debentures
Debenture
Debenture: all monies wording
Debenture: third party security wording
Mortgages
Land
Etridge letter confirming independent advice about mortgage
Legal mortgage: all monies wording
Legal mortgage over property from a company securing specific monies (own liabilities)
Mortgage agreement with individual borrower: residential property, not by way of business
Supplemental legal mortgage
Third party legal mortgage over property from a company securing specific liabilities
Shares
Mortgage of shares
Mortgage of shares: Mortgage of certificated shares and securities
Mortgage of shares: Mortgage of shares and securities held in CREST
Other assets
Mortgage of chattels
Mortgage of patents
Security assignment of contractual rights
Charges
Charge over bank account
Charge over shares
Charge over shares: Charge over certificated shares and securities
Charge over shares: Charge over shares and securities held in CREST
Registration of charges
Covering letter to be sent to Companies House with form MR01 (company incorporated in England and Wales)
Covering letter to be sent with Form MG01 (for a company incorporated in England and Wales)
Corporate authorisations and assurances
Board minutes: declarations of interest
Board minutes: guarantor approving guarantee and indemnity
Board minutes: third party security provider approving third party security document
Comfort letter - binding
Comfort letter - non binding
Director's certificate
Written resolution of members under Companies Act 2006 (amending articles where share security is taken)
Written resolution of members under Companies Act 2006 (approving third party security)
Priority and subordination
Deed of priority
Deed of priority: mutual consultation obligation on enforcement
Intercreditor deed for secured debt
Intercreditor deed for unsecured debt
Other documents
Deed of confirmation: existing security
Deed of indemnity: appointment of non-administrative receivers
Deed of release: full release
Deed of release: partial release
Deed of substituted security
Letter of non-crystallisation of floating charge
Notice and acknowledgement of security interest over insurance policy
Undertaking to hold a deed of release
Undertaking to hold title deeds
Acquisition finance
Board minutes: borrower completion minutes for an acquisition finance transaction (bilateral)
Facility agreement: management buyouts
Undertaking to stamp stock transfer form
Asset finance
Ship finance facility provisions: conditions precedent
Ship finance facility provisions: definitions
Ship finance facility provisions: events of default
Debt capital markets
EMTN programme
EMTN dealer confirmation
EMTN deed of covenant
EMTN procedures memorandum
EMTN trust deed
Corporate authorisations
Board minutes: bond issue
Board minutes: declarations of interest
Board minutes: ECP programme establishment
Board minutes: EMTN programme drawdown
Board minutes: EMTN programme establishment
Board minutes: EMTN programme updates and amendments
Derivatives
Notice of default and early termination under ISDA® Master Agreement
Notice of early termination amount under ISDA® Master Agreement
Notice of failure to pay or deliver under ISDA® Master Agreement
For an overview of documents produced by the
International Swaps and Derivatives Association, Inc
(ISDA), see
Practice note, ISDA® documents: overview (UK)
.
Project finance
Project finance facility provisions: conditions precedent
Project finance facility provisions: definitions
Project finance facility provisions: covenants (information, budget preparation, reporting and access undertakings)
Project finance facility provisions: covenants (operational undertakings)
Project finance facility provisions: events of default
Project finance facility provisions: representations and warranties
Real estate finance
Certificate confirming works completed and request for payment
Conditions precedent: real estate finance
Consent request: borrower to lender (variations to development documents)
Development (construction) finance provisions: facility agreement
Duty of care agreement
Events of default: real estate finance
Financial covenants: real estate finance
Restructuring and insolvency
For a list of Practical Law Restructuring and Insolvency standard documents, standard clauses and drafting notes, see the
Practical Law Restructuring and Insolvency page
.
Structured finance
True sale legal opinion
Trade finance
Performance bonds
Advance payment bond
Bond: default performance bond for a construction project
On demand bid bond
On demand performance bond
Letters of credit and standby credit
Letter of credit
Irrevocable documentary credit application form
Standard clause for payment for goods by letter of credit
Standby letter of credit
Jurisdiction and governing law
Governing law
Jurisdiction
Process agent letter
General boilerplate
Assignment and other dealings
Boilerplate agreement
Boilerplate agreement: short form
Ordinary power of attorney: specific power
Public sector boilerplate provisions
Set-off
Execution formalities
Execution formalities: administrative receivers
Execution formalities: administrators
Execution formalities: attorneys under a power of attorney
Execution formalities: charities
Execution formalities: Companies Act companies
Execution formalities: Companies Act companies: pre-1 October 2009
Execution formalities: individuals
Execution formalities: limited liability partnerships: pre-1 October 2009
Execution formalities: limited liability partnerships: 1 October 2009
Execution formalities: limited partnerships formed under the Limited Partnerships Act 1907
Execution formalities: liquidators
Execution formalities: non-Companies Act corporations
Execution formalities: other receivers
Execution formalities: overseas companies
Execution formalities: partnerships
Execution formalities: private trusts
Company administration
Consent to short notice of a general meeting
Notice of general meeting: listed company
Notice of general meeting: unlisted company
Proxy form: listed company
Proxy form: unlisted company
Resolution (board): approval of form and sending of a written resolution of members
Resolution (member): altering a company's objects or articles of association
Skeleton board minutes (transactional)
Skeleton print of resolutions passed at a general meeting (including an AGM)
End of Document
Resource ID
8-202-3067
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