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.

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LMA publishes multi-jurisdictional African facility agreement to assist investors with cross-border lending on the continent (24 June 2024)

On 24 June 2024, the LMA published a new USD Term SOFR loan agreement, governed by English law while assuming a variety of African borrowers/guarantors including Mauritius, Ghana, Nigeria, Kenya, Tanzania, Uganda and Zambia.

This aims to promote certainty for investors lending into Africa via the “Mauritian Holdco Structure”, whereby international investment is channelled into a Mauritian parent “Holdco” and “on-lent” to operating subsidiaries in the relevant African countries. Mauritius is popular due to a lack of foreign exchange controls, a strategic location, economic, political and legal stability, a raft of double tax treaties with other African countries and a skilled, bilingual workforce.

To access the document, please click here.

 

LMA publishes new guidance and revised documentation to support the export finance market (10 June 2024)

We are pleased to have published a new guidance note on untied ECA financing, updated buyer credit documentation, and a supporting statement from the LMA’s Export Finance Working Party. 

Given the single currency nature of the buyer credit facility, there are now three variations of the buyer credit facility agreement:

  • Agreement for compounded RFR use upfront (compounded SONIA and compounded SOFR)
  • Agreement for term RFR use upfront (term SOFR and term SONIA)
  • Agreement for use of EURIBOR with fallbacks to compounded €STR

We have also published a new term SONIA commentary. The User Guide has also been expanded to cover commonly discussed areas. The new guidance and revised documentation can be accessed on the Export Finance section of the Documents Index page.

LMA publishes guidance on documentary considerations when dealing with sovereign obligors (7 June 2024)

We are pleased to have published a guidance note which sets out documentary considerations when dealing with a sovereign borrower or guarantor. The guidance has been produced following demand from our members, partly driven by recent experiences in the market in respect of sovereign distress cases.

The guidance note is intended to be a helpful tool for lenders, investors, borrowers and advisers of the relevant considerations in the context of dealing with sovereign obligors (which includes for these purposes a state-owned entity). 

The note can be found under the Issues and Guidance, Export Finance and Developing Markets sections of the Documents Index.

LMA publishes recommended form of extension option and users guide (21 May 2024)

On 21 May 2024, we are pleased to have published a form of drafting of an extension option for users of our recommended forms of facility agreements for investment grade transactions. 

The intention of the extension option is to provide a position that broadly reflects general market practice for an extension option in a syndicated facility to a corporate borrower with an investment grade credit rating. As with all our recommended form documents, it is recognised that the negotiated terms of individual extension options can vary widely and the extension option seeks to provide a sensible starting point only. The users guide sets out the basis on which the extension option is drafted, as well as highlighting in a non-exhaustive manner some of the negotiation points which may arise.

LMA publishes South African law JIBAR rate switch agreement to assist with market transition to ZARONIA (9 May 2024)

On 9 May 2024, we are pleased to have published further South African law documentation to assist the loan market in transitioning away from JIBAR to compounded ZARONIA. 

The Unsecured Single Currency Single Borrower Term and Revolving Facilities Agreement Incorporating Rate Switch Provisions (the “Exposure Draft SA Rate Switch Agreement”) provides for an in-built switch from JIBAR to a backward-looking compounded ZARONIA on the occurrence of specified trigger events. It includes mechanics and provisions for transition which are intended to mitigate the risk of a further amendment being required.

Documents Index

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Guidance

Name of Document FormatsDate Revised Markup
Name of DocumentMezzanine Facility Agreement Drafting Guide for Leveraged Acquisition Finance Transactions (Senior/Mezzanine) (Compounded Rate/Term Rate)FormatsPDFDate Revised15/12/2021MarkupPDFPDF

Mandate and Syndication Documentation

Name of Document FormatsDate Revised Markup
Name of DocumentLeveraged Term Sheet (RFR)FormatsWordDate Revised15/12/2021MarkupPDF

Financial Covenants

Name of Document FormatsDate Revised Markup
Name of DocumentFinancial Covenants ProvisionsFormatsWordDate Revised15/12/2021MarkupPDF

Facility Documentation

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Leveraged Facilities Agreement (Compounded Rate/Term Rate)FormatsWordDate Revised15/12/2021MarkupPDF

Facility Agreement Slot-in Clauses

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Recommended Form of Designated Entity Clause and User GuideFormatsWordDate Revised21/01/2022MarkupPDF

Intercreditor Agreement

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Intercreditor Agreement (Senior/Mezzanine) (Compounded Rate/Term Rate)FormatsWordDate Revised17/11/2022MarkupPDF
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Guidance

Name of Document FormatsDate Revised Markup
Name of DocumentUsers Guide to Forms of Fronted Agreements for Leveraged Acquisition Finance TransactionsFormatsPDFDate Revised21/12/2018MarkupPDF
Name of DocumentLMA Users Guide to Confidentiality Undertakings (English law)FormatsPDFDate Revised15/08/2018MarkupPDF
Name of DocumentLMA Front Running Letter of Undertaking Users GuideFormatsPDFDate Revised08/03/2018MarkupPDF
Name of DocumentExplanatory Memo Relating To Mandate Letters, Commitment Letters, Front Running Letters, Syndication Closing Timeline & Syndication Decision ChartsFormatsPDFDate Revised24/02/2009MarkupPDF

Term sheets, mandate letters, commitment letters, front running undertakings, timeline and decision charts

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Recommended Timeline for Settlement of Primary Syndication of Leveraged Transactions Incorporating Fault Based Delayed Settlement CompensationFormatsPDFDate Revised17/04/2024MarkupPDF
Name of DocumentAdministration Detail FormFormatsWordDate Revised02/03/2023MarkupPDF
Name of DocumentLeveraged Term SheetFormatsWordDate Revised20/03/2020MarkupPDF
Name of DocumentAgency Details FormFormatsWordDate Revised02/08/2018MarkupPDF
Name of DocumentLMA Mandate Letter - Best EffortsFormatsWordDate Revised08/03/2018MarkupPDF
Name of DocumentLMA Mandate Letter - UnderwrittenFormatsWordDate Revised08/03/2018MarkupPDF
Name of DocumentLMA Confidentiality and Front Running Letter for Primary SyndicationFormatsWordDate Revised08/03/2018MarkupPDF
Name of DocumentLMA Front Running Letter of UndertakingFormatsWordDate Revised08/03/2018MarkupPDF
Name of DocumentLMA Confidentiality Undertaking for disclosure by potential initial lenders subscribers to credit protection providersFormatsWordDate Revised08/03/2018MarkupPDF
Name of DocumentLMA Syndicate Member Commitment Letter for Primary Syndication - for initial commitment without approval of documentationFormatsWordDate Revised24/02/2009MarkupPDF
Name of DocumentLMA Syndicate Member Commitment Letter For Primary Syndication - for final commitment with approval of documentationFormatsWordDate Revised24/02/2009MarkupPDF
Name of DocumentSyndication Decision Chart - Unsuccessful SyndicationFormatsPDFDate Revised24/02/2009MarkupPDF
Name of DocumentSyndication Decision Chart - Successful SyndicationFormatsPDFDate Revised24/02/2009MarkupPDF

Fronted Agreements

Name of Document FormatsDate Revised Markup
Name of DocumentFronted Distribution AgreementFormatsWordDate Revised21/12/2018MarkupPDF
Name of DocumentFronted Funding and Distribution AgreementFormatsWordDate Revised21/12/2018MarkupPDF
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Guidance

Name of Document FormatsDate Revised Markup
Name of DocumentLIBOR transition considerations in LMA leveraged finance documentationFormatsPDFDate Revised30/03/2021MarkupPDF
Name of DocumentLIBOR transition considerations overview for wider LMA document suiteFormatsPDFDate Revised30/03/2021MarkupPDF
Name of DocumentEU legislative references in LMA English law facility documentation FormatsPDFDate Revised18/11/2020MarkupPDF
Name of DocumentUsers Guide to Form of Facility Agreement for Leveraged Acquisition Finance TransactionsFormatsPDFDate Revised20/03/2020MarkupPDF
Name of DocumentMezzanine Facility Agreement Drafting Guide for Leveraged Acquisition Finance TransactionsFormatsPDFDate Revised20/03/2020MarkupPDFPDF
Name of DocumentFinancial Covenants Provisions Users GuideFormatsPDFDate Revised21/12/2018MarkupPDF
Name of DocumentLMA note on the changes to leveraged documentation - November 2016FormatsPDFDate Revised18/11/2016MarkupPDF

Facility Agreements

Name of Document FormatsDate Revised Markup
Name of DocumentEU legislative references in LMA English law facility documentation FormatsPDFDate Revised18/11/2020MarkupPDF
Name of DocumentLMA Leveraged Facilities AgreementFormatsWordDate Revised20/03/2020MarkupPDF
Name of DocumentExplanatory Letter re. changes to Senior Multicurrency Facilities agreementFormatsPDFDate Revised14/09/2012MarkupPDF

Facility Agreement Slot-in Clauses

Name of Document FormatsDate Revised Markup
Name of DocumentDomestic Benchmark Slot-in SchedulesFormatsWordDate Revised28/02/2020MarkupPDF
Name of DocumentLMA Recommended Form of Designated Entity Clause and Users GuideFormatsWordDate Revised28/02/2020MarkupPDF
Name of DocumentRider permitting disclosure to numbering service providers and administration/settlement service providersFormatsWordDate Revised18/07/2017MarkupPDF

Financial Covenants

Name of Document FormatsDate Revised Markup
Name of DocumentFinancial Covenants ProvisionsFormatsWordDate Revised21/12/2018MarkupPDF
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Name of Document FormatsDate Revised Markup
Name of DocumentForm of letter re permission to disclose information to numbering service providers and administration/settlement service providersFormatsWordDate Revised18/07/2017MarkupPDF
Name of DocumentLMA Hedging LetterFormatsWordDate Revised18/11/2016MarkupPDF
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Guidance

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Intercreditor User GuideFormatsPDFDate Revised20/03/2020MarkupPDF
Name of DocumentMemorandum explaining revisions to Intercreditor Agreement - September 2012FormatsPDFDate Revised14/09/2012MarkupPDF

Documentation

Name of Document FormatsDate Revised Markup
Name of DocumentLMA Intercreditor AgreementFormatsWordDate Revised20/03/2020MarkupPDF

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, Clifford Chance or Webber Wentzel 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, Clifford Chance or Webber Wentzel 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.