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Documents & Guidelines

We endeavour to keep our documentation under constant review to ensure that it continues to meet the aims and needs of the primary and secondary loan markets.

Our documentation is produced after extensive consultation with leading loan practitioners and law firms so as to represent an agreed common view of documentation structures. Standardisation of the "boiler plate" areas of the documents allows lenders and borrowers to focus on the more important commercial aspects of individual transactions.

We are widely regarded as the body that establishes guidelines for the EMEA syndicated loan market. These are, by their nature, wide-ranging and relate to both primary and secondary markets.

LMA releases guidance note on the Register of Overseas Entities regime (28 November 2022)

We have published a guidance note on the Register of Overseas Entities (ROE) regime. The ROE regime was established by the Economic Crime (Transparency and Enforcement) Act 2022 and came into force in two phases: on 1 August 2022 and 5 September 2022. The guidance note covers a range of key issues relating to the ROE regime and its impacts in the real estate finance (REF) context, including drafting for a new condition precedent to be included in LMA REF facility agreements that document deals to which the ROE regime applies.

Updates to the LMA Intercreditor Agreement for Leveraged Acquisition Finance Transactions (17 November 2022)

We have updated our Intercreditor Agreement for Leveraged Acquisition Finance Transactions (Senior/Mezzanine) (Compounded Rate/Term Rate) to fix a number of cross-references within the document. We have also produced a mark-up of this document against the LIBOR-referencing Intercreditor Agreement for Leveraged Acquisition Finance Transactions.

Publication of Guidance Note on majority voting provisions (MVPs) for inclusion in new sovereign loan agreements (1 November 2022)

A document on majority voting provisions (MVPs) for inclusion in new sovereign loan agreements has been published as the output of the work undertaken by the UK HM Treasury convened Private Sector Working Group on MVPs. This Guidance and Explanatory Note includes the specimen clauses for use in new sovereign loan agreements. The key deliverable is a suggested majority voting threshold in sovereign loan agreements which, in the absence of an overarching international legal framework or treaty governing the restructuring of sovereign debt by all creditors or insolvency or bankruptcy regimes which apply to sovereigns, should facilitate, where necessary, the rescheduling of payments under sovereign loan agreements in certain situations, such as financial distress, with a view to minimising undue delays and holdout creditor risk.

Issues and Guidance

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Erroneous Payment Clause	FormatsPDF	Date Revised30/06/2021	MarkupPDF
Name of DocumentLMA Brexit documentary implications – Consolidated and Updated Note	FormatsPDF	Date Revised19/11/2020	MarkupPDF
Name of DocumentLMA Note on Coronavirus Large Business Interruption Loan Scheme	FormatsPDF	Date Revised25/06/2020	MarkupPDF
Name of DocumentDAC6 and LMA recommended forms of facility documentation	FormatsPDF	Date Revised19/06/2020	MarkupPDF
Name of Document€STR publication and changes to EONIA	FormatsPDF	Date Revised02/10/2019	MarkupPDF
Name of DocumentLMA Revised Replacement of Screen Rate Clause and considerations in respect of credit adjustment spreads	FormatsPDF	Date Revised07/08/2019	MarkupPDF
Name of DocumentLMA note on QFC Stay Rules and syndicated loans	FormatsPDF	Date Revised16/05/2019	MarkupPDF
Name of DocumentEONIA – planned change in methodology and discontinuation	FormatsPDF	Date Revised01/05/2019	MarkupPDF
Name of Document2014 summary note on FATCA	FormatsWord	Date Revised21/12/2018	MarkupPDF
Name of DocumentGuidance note: United States and European Union sanctions	FormatsPDF	Date Revised06/12/2018	MarkupPDF
Name of DocumentLMA supplementary note on documentary implications of Brexit for LMA facility documentation	FormatsPDF	Date Revised12/09/2018	MarkupPDF
Name of DocumentLMA Recommended Timeline for Settlement of Primary Syndication Incorporating Delayed Settlement Compensation	FormatsPDF	Date Revised30/01/2018	MarkupPDF
Name of DocumentLMA note on documentary implications of Brexit for LMA facility documentation	FormatsPDF	Date Revised06/09/2016	MarkupPDF
Name of DocumentICE LIBOR and EURIBOR refixing policies and LMA facility documentation	FormatsPDF	Date Revised01/06/2016	MarkupPDF
Name of DocumentLMA note on supplement to finance parties' rights clause in LMA facility documentation	FormatsPDF	Date Revised28/10/2015	MarkupPDF
Name of DocumentLIBOR code of conduct and revised LMA facility documentation guidance note	FormatsPDF	Date Revised12/11/2014	MarkupPDF
Name of DocumentDrafting Guide for Use in Relation to the Incorporation of Provisions Relating to the Use of Compounded Risk-Free Reference Rates into LMA Documentation	FormatsPDF	Date Revised28/05/2021	MarkupPDF
Name of DocumentAuditor choice provisions in LMA facility documentation guidance note	FormatsPDF	Date Revised12/11/2014	MarkupPDF
Name of DocumentNovember 2014 revisions summary note	FormatsPDF	Date Revised12/11/2014	MarkupPDF
Name of DocumentA guidance note on FATCA for agents in Model II IGA jurisdictions	FormatsWord	Date Revised25/09/2014	MarkupPDF
Name of DocumentLMA note discussing the impact of LIBOR transition to ICE on the legacy LMA LIBOR definitions	FormatsPDF	Date Revised23/01/2014	MarkupPDF
Name of DocumentLMA note on IBOR	FormatsPDF	Date Revised30/07/2013	MarkupPDF
Name of DocumentNote to members on withdrawal of recommended mandatory costs	FormatsPDF	Date Revised24/04/2013	MarkupPDF
Name of DocumentJurisdiction clauses in LMA facility documentation	FormatsPDF	Date Revised24/01/2013	MarkupPDF
Name of DocumentLegacy 2012 FATCA guidance	FormatsPDF	Date Revised09/02/2012	MarkupPDF
Name of DocumentLMA note on the Basel III liquidity coverage ratio and loan documentation	FormatsPDF	Date Revised13/07/2011	MarkupPDF

NOTE: There are documents on this page which may contain references to, or be based on, LIBOR. To the extent of such references, they are made available primarily for reference purposes only. Many LIBOR settings will cease to be published from 31 December 2021, and of those settings remaining, many regulatory authorities have warned against entering into any LIBOR-referencing contract after this date. Users should refer to the LMA RFR Destination Table for the risk-free reference rate equivalent to any given LMA facility document which contains references to LIBOR.

These Materials (which term includes, where the context permits, text, content, spreadsheets incorporating macros and electronic interfaces, and their underlying assumptions, conversions, formulae, algorithms, calculations and other mathematical and financial techniques) are made available to members of the Loan Market Association in accordance with the byelaws of the Loan Market Association (a copy of which is available here) to facilitate the documentation of transactions in the loan markets. None of the Loan Market Association, Allen & Overy or Clifford Chance accept any responsibility for any use to which these Materials may be put or for any loss, damage or liability whatsoever arising from such use. None of the Loan Market Association, Allen & Overy or Clifford Chance has reviewed the laws of any jurisdiction which may apply to either party to an agreement using these Materials and its subject matter. Members should therefore consider all the relevant legal, accounting and regulatory issues before using these Materials or entering into a transaction under them and, if appropriate, consult their professional advisers.

In relation to recommended form documents, members are responsible for ensuring that the precise form and content of the documentation for a particular transaction is appropriate. Members should therefore satisfy themselves that the documents and any modifications to them are appropriate in the circumstances and the economic intentions of the parties.

The Loan Market Association consents to the use, reproduction and transmission of these Materials by members of the Loan Market Association only for the Permitted Purpose as set out in the byelaws (a copy of which is available here). The Loan Market Association does not consent to the use, reproduction or transmission of these Materials for any other purpose, in any other manner or by any other person and expressly reserves all other rights.

For further information on members' rights and obligations in relation to these Materials, please refer to the articles of association and byelaws of the Loan Market Association (copies of which are available here) or contact the Loan Market Association at lma@lma.eu.com.

LIBOR IMPORTANT NOTICE

After 31 December 2021 and in light of the cessation of most LIBOR settings, please refer to the RFR Destination Table for the risk-free reference rate equivalent to any given LMA facility document which contains references to LIBOR.

Brexit Notice

The LMA recommended form primary documents and associated user guides are in the process of being updated to reflect the changes required as a result of the end of the Brexit transition period on 31st December 2020. Where documents are yet to be updated, for guidance on the Brexit related amendments that should be made to English law facility agreements entered or to be entered into from 1st January 2021, including in respect of EU legislative references and bail-in, please refer to the LMA Brexit Destination Tables and to the Note entitled "LMA Brexit documentary implications – Consolidated and Updated Note (19/11/2020). These can also be used as a reference point to amend other LMA recommended forms and, in particular, the bail-in clause can be adapted for use in any of the LMA recommended form documentation where applicable.