Documents

A new version of the LMA's German Law Multicurrency Term and Revolving Facility Agreement has been uploaded to our website today. In paragraph (b) of the definition of "FATCA Application Date", the word "or" was missing and this typo has now been corrected.

The LMA has updated its note entitled "Guidance note: United States and European Union sanctions" which was originally published in July 2014, to reflect the increased relevance of EU blocking legislation following the reinstatement of US sanctions against Iran.

The Schuldschein Documentation was put together by an experienced working party, consisting of representatives from the Verband Deutscher Treasurer (Association of German Treasurers), domestic German and international banks (including in-house lawyers) and major law firms active in the Schuldschein market.

The LMA has produced a mezzanine mark-up of a senior facility agreement, for use on REF investment transactions which anticipate both a senior and mezzanine loan being advanced.

The LMA has published an updated version of its "Revised Replacement of Screen Rate Clause". This update takes into account the publication of the Clause by the Sterling Risk Free Rate Working Group, along with the correction of some minor typographical errors.

The LMA has updated its Standard Terms and Conditions and each of the Participation Agreements to take account of the revocation on 21 June 2018 of the ERISA fiduciary rule that was introduced in the US in June 2017.

Further to the note first produced by the LMA in September 2016 on the documentary implications of Brexit for LMA facility documentation (the "2016 Brexit Note"), the LMA has produced a supplementary note to inform members of market discussions/concerns in this area (the "Supplementary Note").

The LMA has updated its confidentiality user guide to clarify the position with regards to exclusion of liability for information supplied to designated parties under the LMA's template confidentiality agreements (the "Confidentiality Agreements").

The LMA is pleased to announce the publication of a recommended template agency details form as part of its ongoing commitment to support operational efficiency initiatives across the market.‎

The LMA and LSTA have together launched a standard Administrative Details Form ("ADF") to be used in transactions globally. Whilst not all fields will be relevant to every transaction, it is hoped this template will constitute a market standard for communicating key administrative details. It is hoped that broad based adoption of the ADF will lead to efficiencies in both time and effort in compiling this detail.

The LMA has published an updated version (the "Revised Replacement of Screen Rate Clause") of the optional "Replacement of Screen Rate" clause that has been included in the Primary Documents and the Leveraged documents since November 2014.

The LMA is pleased to announce the launch of a new recommended form of intercreditor agreement for leveraged acquisition finance transactions with a super senior revolving facility and senior term facility structure (the "Super Senior/Senior ICA")

The LMA is pleased to announce the launch of a new recommended form of facility agreement for use in export finance buyer credit transactions supported by an export credit agency (the "ECA Buyer Credit Facility").

The LMA has, together with the APLMA, launched the Green Loan Principles (GLP) with the support of the International Capital Market Association (ICMA).

The LMA and the ACT have produced a joint guide on LIBOR benchmark reform. The Guide is intended to provide an overview of developments and key issues with respect to the proposed transition away from LIBOR benchmarks.

The LMA has published an updated version of its Confidentiality and Front Running Letter for Primary Syndication, with a number of key changes.

The LMA is pleased to announce the publication of two South African law mandate letters (best efforts and underwritten) for use in syndicated loan transactions governed by South African law.

The LMA has launched the publication of a recommended Timeline for Settlement of Primary Syndication Incorporating Delayed Settlement Compensation, intended to be part of the LMA's efforts to reduce settlement times for primary syndications.

The LMA has released the following documents from its secondary debt trading suite: (i) Terms and Conditions; (ii) Trade Confirmations; and (iii) Users Guide.

The LMA is pleased to announce the publication of a single currency unsecured revolving facility agreement (incorporating a letter of credit facility) for use in developing market jurisdictions.

The LMA has published a revised version of the Standard Terms and Conditions for Par and Distressed Trade Transactions on the pending page of the LMA website to correct the use of a defined term in Condition 11(a).

The LMA is pleased to announce the publication of revised forms of its developing markets facility documentation and users guide. The key amendments incorporate provisions relating to optional fixed interest rate language and basic sanctions definitions.

The LMA has published revised versions of its Pan-European Private Placement Facility Agreement, Subscription Agreement, Users Guide, Confidentiality Letter and Term Sheet.

The LMA has released, as pending, the following documents from the secondary debt trading suite; (i) Terms and Conditions; (ii) Trade Confirmations; and (iii) Users Guide. The documents will go live on 22nd December 2017.

The LMA has updated the following documents from its secondary debt trading suite:
1. Terms and Conditions, revised with respect to the delayed settlement compensation and settlement calculation, and to reflect recent changes to ERISA
2. Participation Agreements, revised in relation to the transfer provisions, which now allow the Grantor to carry out its KYC checks on the new participant before being required to sign a Transfer Certificate, and to reflect recent changes to ERISA.
3. Secondary Debt Trading Documentation Users Guide, revised to reflect the amends stated above. In addition, the LMA has also a supporting produced note, explaining the background and recent changes to ERISA.

The documents are now live and can be accessed here.

The LMA has published revised versions of its Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions, Single Currency Term Facility Agreement for Real Estate Finance Development Transactions, and their respective user guides. The changes include updated cross-references across the documents.

The LMA has released, as pending, the following documents from its secondary debt trading suite: (i) Terms and Conditions; (ii) Participation Agreements; and (iii) Secondary Debt Trading Documentation Users Guide. The documents will go live on 25 September 2017.

We are pleased to announce the launch of new forms of: (i) fronted funding and distribution agreement; and (ii) fronted distribution agreement, for leveraged acquisition finance transactions (the "Fronted Agreements").

The LMA has updated its paper "Issues to consider when using the LMA's recommended form of secondary debt trading documentation", which highlights the types of issue that the parties to a trade should consider prior to agreeing the trade, and when agreeing the trade.

The LMA has published revised versions of its Leveraged and Super Senior Facilities Agreements correcting the following minor errors: (i) the definition of "UK Non-Bank Lender" has been conformed to that in the Investment Grade Facility Agreements; (ii) references to "Company" have been changed to "Parent" in the tax gross-up clause (where appropriate); and (iii) references to "Land Registry" and "Land Charges Registry" have been conformed to changes made to the Real Estate Finance Facility Agreements.

The mark-ups continue to highlight changes as against the pre-18 July 2017 versions.

The LMA is pleased to announce the publication of revised forms of its English law investment grade primary documentation. The key amendments are intended to take account of the changes made to the LMA's leveraged documentation in November 2016. In addition, the documents have been amended to include the incorporation of increase lender mechanics, expansion of the Agent's Spot Rate of Exchange, updates to the definition of Federal Funds Rate, and expansion of all Lender matters to cover a change in currency of payment.

The LMA are pleased to announce that we have launched template documents for use in Italian private placement transactions. The LMA project to develop the Italian PP Documents was commenced in response to demand from LMA members active in the Italian private placement market, who were keen to promote the development of this product as a viable financing tool in Italy.

The LMA has released, as pending, revised Terms and Conditions without the Pricing Panel mechanism for resolving disputes over the reasonableness of the BISO purchase price. Instead, the Terms and Conditions will require the party entering into the substitute transaction to do so on arm's length terms and in good faith. In addition, the purchase price for the substitute transaction must be reasonable in the circumstances. The documents will go live on 27 June 2017.

The LMA has published revised versions of both its Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions and Single Currency Term Facility Agreement for Real Estate Finance Development Transactions, correcting cross-reference errors across the documents with regards to Clauses 25 and 26 respectively.

The LMA has published revised versions of both its Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions and Single Currency Term Facility Agreement for Real Estate Finance Development Transactions, correcting a cross-reference error in Clauses 25.6(a) and 26.6(a) respectively.

The LMA has published a revised Administration Detail Form ("ADF"), making the provision of group email addresses mandatory and adding a field for "UK Treaty Passport Expiry Date". These amendments come about following a focused review of the document, with the European Loan Operations Committee looking to encourage broad based adoption of the ADF, with a view to increasing efficiencies in both time and effort in compiling this information.

The LMA has produced a confidentiality agreement and associated riders under South African law, for use in primary syndication. These documents are based on the English law "LMA Confidentiality and Front Running Letter for Primary Syndication". The South African User Guide has also been updated to provide further guidance on this document.

The LMA is pleased to announce the publication of a recommended form of designated entity clause for use in the LMA's senior facilities agreement for leveraged acquisition finance transactions (senior / mezzanine) and the LMA's recommended form of investment grade primary documentation.

The LMA has updated its pre-export finance facility agreement to take into account the changes made to its leveraged documentation in November 2016 (to the extent considered appropriate).

The LMA has updated its German law real estate finance facility agreement (both English and German language versions) to take into account the changes made to its English law real estate finance facility agreements in February 2017 (to the extent considered appropriate). These changes take into account the changes made to the LMA leveraged documentation in November 2016.

The LMA has reviewed and updated its African local law facility agreement and Users Guide, for use in each of Kenya, Tanzania, Uganda, Nigeria and Zambia.

The LMA has updated its leveraged super senior facility agreements and intercreditor agreements to take into account the changes made to its leveraged documentation in November 2016 (to the extent considered appropriate).

The LMA has updated its real estate finance facility agreements and intercreditor agreements to take into account the changes made to its leveraged documentation in November 2016 (to the extent considered appropriate).

The LMA is pleased to announce the launch of a new drafting guide for mezzanine facility agreements for use in leveraged acquisition finance transactions (the "Mezzanine Guide").

The LMA has published updated company and lender co-ordinating committee appointment letters and the accompanying guidance notes, and launched a rider to be used where funds and/or other non-bank lenders are serving as members of the co-ordinating committee.

The LMA has published a revised version of its Leveraged Facilities Agreement, correcting the following minor errors:

The LMA has published a revised version of its Leveraged Facilities Agreement, correcting a minor typographical error in Clause 33.12(d) (Resignation of the Agent)

The LMA is pleased to announce the launch of: revised forms of term sheet, senior facilities agreement, intercreditor agreement and hedging letter for leveraged acquisition finance transactions; and a new security agreement intended for use on real estate finance transactions (the "REF Security Document"), as well as consequential changes to the LMA REF facility agreements and term sheets.

The LMA is pleased to announce the launch of a revised recommended form of the German law facility agreement for real estate finance multi-property investment transactions (the "REF Investment FA").

The LMA has published updated versions of the LMA French law Investment Grade Facility Agreements and respective User Guide addressing changes introduced by the French contract law reform.

While the UK referendum vote to leave the EU will have an impact on the future financial landscape in the UK and Europe, in the vast majority of cases it does not bring about any need for immediate legal or contractual change.

Updated versions of the LMA Recommended Form of Bail-in Clause and Users Guide and EU Bail-in Legislation Schedule have been published on the LMA website.

As members may already be aware, IFRS 16 is a new accounting standard relating to the accounting treatment of leases. It takes effect from 1 January 2019 and introduces a single lessee accounting model.

On 18 April 2016, EMMI announced that it would be implementing its EURIBOR Intraday Re-fixing Policy (the "Policy"). This follows a consultation in June 2015 which invited feedback on how EURIBOR should be published in the event any error is identified.

On 23 March 2016, the European Commission adopted a Commission Delegated Regulation with regard to certain regulatory technical standards ("RTS") under the Bank Recovery and Resolution Directive ("BRRD"), including the RTS relating to the contractual recognition of write-down and conversion powers.

A new exemption from UK withholding taxes on payments of interest on qualifying private placements came into force on 1 January 2016. We have therefore updated both our template private placement facility agreement and subscription agreement to address the new exemption.

On 9 March 2016, the LMA published revised copies of its German law LMA Investment Grade Facilities Agreement and respective Users' Guide, containing certain statutory updates as well as amendments made for clarification and editorial purposes.

LMA launches standard Administrative Details Form ("ADF") The LMA is pleased to announce the publication of a recommended ADF template as part of its ongoing commitment to support operational efficiency initiatives across the market.‎ The ADF template is the result of considerable collaborative work by the LMA Loans Operations Committee and other operations practitioners and seeks to provide a standard format for communicating key administrative detail. It is hoped that broad based adoption of the ADF will lead to efficiencies in both time and effort in compiling this detail.

The LMA has produced a term sheet for use with its single currency term facility agreement for real estate finance single property development transactions.

The LMA has produced a form of insurance broker letter, intended for use in real estate finance multiproperty investment transactions. The LMA project to develop an insurance broker letter was commenced in response to demand from LMA members active in the real estate finance market, and has been formulated by an experienced working party consisting of a number of banks, non-banks and City law firms, all of whom are active in the real estate finance market.

Updated versions of the LMA Recommended Form of Bail-in Clause and Users Guide and EU Bail-in Legislation Schedule have been published on the LMA website to reflect the fact that implementing legislation is now in effect for the Czech Republic, Lithuania, Luxembourg, Romania and Sweden

The LMA has produced a new term sheet for use with the German law real estate finance facility agreement for multiproperty investment transactions, which was launched last November. In addition, a cross-reference error at clause 8.3(e)(ii) of the German law real estate finance facility agreement for multiproperty investment transactions has been corrected.

Updated versions of the LMA Recommended Form of Bail-in Clause and Users Guide and EU Bail-in Legislation Schedule have been posted on the LMA website to reflect the fact that the Belgian implementing legislation is now in effect.

The LMA and the LSTA have each issued recommended forms of clause for use in loan documentation to the extent required by Article 55 of EU Directive 2014/59 relating to contractual recognition of bail-in. A joint statement is now available on the LMA website, along with the recommended form of LSTA bail-in clause (the LMA recommended form was published yesterday).

Revised versions the LMA's Trade Confirmations, Standard Terms and Conditions, Participation Agreements and Secondary Debt Trading Users Guide, originally published on the pending page of the LMA website on 18 November 2015, are now live.

The German law commercial real estate finance document has been amended to correct a cross-referencing error at clause 24.18(b).

The LMA is pleased to announce the launch of its new recommended form of German law euro currency term facility agreement, intended for use in real estate finance multi-property investment transactions which are to be documented under German law. Whilst the current version of the document has been produced in English, a further German language version is also in the process of being prepared.

The LMA has published revised versions of its Trade Confirmations, Standard Terms and Conditions, Participation Agreements and Secondary Debt Trading Users Guide. The revised documents are available on the pending page of the LMA website and will "go live" on Wednesday 16th December 2015.

The LMA has developed drafting to supplement its recommended forms of facility documentation to further emphasise the individual nature of a lender's right to payment of all amounts due. Whilst not felt to be necessary from a legal perspective, the LMA recognises concerns raised primarily in Asia from a decision in a recent case in the lower Hong Kong courts.

The LMA has developed drafting to supplement its recommended forms of facility documentation to further emphasise the individual nature of a lender's right to payment of all amounts due. Whilst not felt to be necessary from a legal perspective, the LMA recognises concerns raised primarily in Asia from a decision in a recent case in the lower Hong Kong courts.

Following publication on 14 October 2015 of revised Secondary Loan Trading Documentation on the pending page of the LMA website, the LMA has received a number of comments on the revisions to Condition 18.3 (Notarial fees) of the Standard Terms and Conditions. Whilst further discussions take place, the LMA has removed the revised documents from the pending page of the website. The currently published versions of all Secondary Debt Trading Documentation will therefore remain effective until further notice.

The LMA has published revised versions of its Trade Confirmations, Standard Terms and Conditions, Participation Agreements and Secondary Debt Trading Users Guide. The revised documents are available on the pending page of the LMA website and will "go live" on 11th November 2015. The main changes are as follows:(i)to take account of the comments made in respect of Condition 15.9 of the Standard Terms and Conditions in the case of Tael One Partners Limited v Morgan Stanley & Co International plc [2015] UKSC 12;(ii) clarification of the allocation of responsibility for notarial fees by making this a trade specific term; and (iii)clarification that neither party to a trade acts as a fiduciary or custodian of the other (which could otherwise import a number of unexpected and unintended duties as well as compliance and custody rules). In addition to reflecting the above changes, the User Guide has also been amended to explain how a negative IBOR could impact payments of delayed settlement compensation. The guidance therefore also includes "zero IBOR floor" drafting that can be agreed by the parties at the time of trade and inserted in the "Other Terms of Trade" section of the Confirmation.

The LMA has produced revised versions of its real estate finance facility agreements to take into account various market practice updates. The LMA has also produced a financial covenant cure rider for use alongside its investment property facility agreement. This rider contains various drafting options and provisions to be inserted into the investment property facility agreement in the event it is commercially agreed between the parties that cures of breaches of financial covenants are to be permitted.

The LMA has produced a revised version of its East Africa, Nigeria and Zambia facility agreement to take into account recent changes in law, as well as market practice updates relevant to the jurisdictions in question. The LMA has also updated its User Guide with various consequential changes.

The LMA has published a revised Leveraged Facility Agreement, correcting formatting errors in the index table. The redline continues to highlight changes as against the 16 June 2014 document.

The LMA is pleased to announce the launch of:

1. a new secured single currency term facility agreement governed by South African law. The accompanying User Guide to the suite of South African law facility agreements has also been updated; and
2. a new version of its recommended form of facility agreement for use in East Africa (Kenya, Tanzania and Uganda) and Nigeria, to incorporate Zambian law. The accompanying User Guide to the facility agreement has also been updated.

These documents were produced in response to demand from LMA members active in the relevant jurisdictions. They are also reflective of the significant opportunities for growth and investment present within these regions.

The LMA has made a minor correction to the pan-European private placement subscription agreement, a revised copy of which has been posted to the website, together with a redline highlighting the change.

The LMA Template Release and Reliance Letters have been updated to state expressly that the Finance Parties' obligations are given on a several basis.

Recent changes to the UK competition law regime have established that conduct such as price-fixing, bid-rigging or market sharing between competing arrangers and potential lenders will give rise to individual criminal liability, even in the absence of any dishonesty on the part of those involved (the "cartel offence"). We understand that there are concerns that there may be instances in which there is some reasonable uncertainty as to the permissible boundaries of competitive interaction between arrangers and potential lenders in the context of the arrangement of a syndicated lending transaction.

We have updated its Standard Terms & Conditions for Par & Distressed Trade Transactions (Bank Debt/Claims), and accompanying Users Guide, to include updated (1) definitions of EURIBOR and LIBOR, to reflect the changes to the administrators of each of these rates; and (2) mechanics for calculating an alternative benchmark rate for trades which settle in Australian dollars, New Zealand dollars, Canadian dollars, Danish krone and Swedish krona. Condition 32.4 (Electronic communication) has also been updated, to make it consistent with the most recent changes to the primary documents. The IBOR references have also been updated in the LMA Form of Early Termination Amount Statement for Par and Distressed Trade Transactions.

The Leveraged Document has been amended to correct a formatting fault in the Schedule cross-referencing together with some minor typographical errors.

We have launched template documents for use in European private placement transactions (the "Private Placement Documents"). The LMA project to develop the Private Placement Documents was commenced in response to demand from LMA members active in the private placement market, who were keen to promote the development of this product as a viable financing tool in Europe. It is hoped that standardisation of documentation will assist in creating a more unified and efficient private placement market.

We have just published revised versions of the LMA multi-currency facility documents to correct a minor drafting error in the Timetables Schedule.

The LMA has updated its template Terms and Conditions for Funded Participations (Par/Distressed) and Risk Participations (Par) in order to include express rights in relation to FATCA. These changes provide for the following rights: (i) each Party to provide information relating to its FATCA status to other Parties; and (ii) each Party to have the right to withhold any amounts it is required to withhold on account of FATCA. Further explanation of the changes can be found in the updated Secondary Debt Trading Documentation (Par and Distressed) Users Guide.

The LMA has today published a revised suite of facility documentation. The changes focus on three areas: (a) a comprehensive revision of the interest provisions; (b) operational changes; and (c) auditor control provisions. The LMA has also published new slot-in drafting for certain domestic interest rate benchmarks.

The LMA is pleased to announce the launch of a new recommended form of Super Senior Multicurrency Revolving Facility Agreement and associated Intercreditor Agreement for use in those transactions which assume a super senior revolving facility, senior secured note and high yield note structure (the "Super Senior HY Documents").

The LMA has produced a Guidance Note on FATCA for Agents in Model II IGA Jurisdictions

The LMA has issued a further guidance note on sanctions, which provides a brief and non-comprehensive overview of the legal basis of US and EU sanctions regimes and flags transactional concerns and potential protections that Members may wish to consider including in loan documentation, where relevant in the context of a particular transaction.

The LMA has revised its suite of documentation to incorporate, amongst other things, provisions to make FATCA a payee risk, where considered relevant for the particular market.

We have replaced our "2013 FATCA riders" with a "2014 Summary Note on FATCA". This note contains various approaches to FATCA which members may wish to consider in the context of deals currently being entered into.

In response to market demand we have amended our suite of recommended documentation to incorporate the definition of "Screen Rate" which was previously contained in our note entitled "Transition of LIBOR to IntercontinentalExchange Group and LIBOR definitions in currently published LMA Primary Documents". This definition reflects the transition of LIBOR administration to ICE. At the same time we have taken the opportunity to update the footnote to the increased costs clause to reflect the coming into force of the European legislation that implements Basel III.

Various secondary documents have needed to be amended to take account of cross referencing changes following the plainer English review. These documents will also go live on 3 March. Please note in particular the amended Trade Confirmation, Participation agreements and User Guide.

We have made minor revisions to our Super Senior Multicurrency Revolving Facility Agreement and associated Intercreditor Agreement, intended for use in those transactions which assume a super senior revolving facility and senior secured note structure.

The LMA has published the following notes on LIBOR transition: An LMA note discussing the impact of LIBOR transition to ICE on the currently published LMA LIBOR definitions. This note attaches the ICE press release; and An LMA note discussing the impact of LIBOR transition to ICE on the legacy LMA LIBOR definitions. This note attaches the ICE press release and a note of advice from Antony Zacaroli QC and Clifford Chance LLP.

Following conclusion of a "Plainer English" project, and in close consultation with the LMA Secondary Documentation Committee, revised LMA Standard Terms & Conditions for Par and Distressed Trade Transactions have been produced.

We are pleased to announce the launch of a new recommended form of Super Senior Multicurrency Revolving Facility Agreement and associated Intercreditor Agreement for use in those transactions which assume a super senior revolving facility and senior secured note structure (the "Super Senior Documents").