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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 publishes first in a series of Leveraged Focus notes to promote greater understanding of the terms of the TLB product (23 September 2024)

On 23 September 2024, we published the first in a series of Leveraged Focus notes. These are intended to promote a greater understanding of the terms of the typical TLB product and the potential pressure points associated with TLB terms.

The first Leveraged Focus note is available here and highlights the key differences between a TLB and LMA leveraged covenant package. This sets the scene for further upcoming notes on key documentary topics including liability management exercises, transferability, financial covenants and much more.

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.

South African Law Investment Grade

Confidentiality agreement for primary syndication

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Confidentiality Letter for Primary Syndication for use in South Africa	FormatsWord	Date Revised28/02/2020	MarkupPDF

Confidentiality rider - front running

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Front Running Confidentiality Rider	FormatsWord	Date Revised28/02/2020	MarkupPDF

Confidentiality rider - information barriers and standstill

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Information Barrier and Standstill Confidentiality Rider	FormatsWord	Date Revised28/02/2020	MarkupPDF

Mandate letters

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Mandate Letter - Underwritten	FormatsWord	Date Revised01/03/2018	MarkupPDF
Name of DocumentLMA Mandate Letter - Best Efforts	FormatsWord	Date Revised01/03/2018	MarkupPDF

Replacement of Screen Rate Clause

Name of Document	Formats	Date Revised	Markup
Name of DocumentLMA Recommended Revised Form of Replacement Screen Rate Clause and Users Guide for use in the South African market	FormatsWord	Date Revised02/11/2023	MarkupPDF

Guidance

Name of Document	Formats	Date Revised	Markup
Name of DocumentUser Guide to South African Law Facility Agreements	FormatsPDF	Date Revised21/12/2018	MarkupPDF

Facility Agreements

Name of Document	Formats	Date Revised	Markup
Name of DocumentUnsecured Single Currency Single Borrower Term Facilities Agreement	FormatsWord	Date Revised21/12/2018	MarkupPDF
Name of DocumentUnsecured Single Currency Single Borrower Term and Revolving Facilities Agreement	FormatsWord	Date Revised21/12/2018	MarkupPDF
Name of DocumentUnsecured Single Currency Multiple Borrower Term Facilities Agreement	FormatsWord	Date Revised21/12/2018	MarkupPDF
Name of DocumentUnsecured Single Currency Multiple Borrower Term and Revolving Facilities Agreement	FormatsWord	Date Revised21/12/2018	MarkupPDF
Name of DocumentSingle Currency Secured Term Facilities Agreement	FormatsWord	Date Revised21/12/2018	MarkupPDF

Name of Document	Formats	Date Revised	Markup
Name of DocumentRFR Terms for SA Revised Replacement of Screen Rate Clause	FormatsWord	Date Revised27/09/2024	MarkupPDF
Name of DocumentMember alert - revised replacement screen rate clause	FormatsPDF	Date Revised02/11/2023	MarkupPDF
Name of DocumentMember alert - exposure draft SA rate switch agreement	FormatsPDF	Date Revised09/05/2024	MarkupPDF
Name of DocumentLMA Recommended Revised Form of Replacement Screen Rate Clause and Users Guide for use in the South African market	FormatsWord	Date Revised02/11/2023	MarkupPDF
Name of DocumentExposure Draft South African Rate Switch Agreement	FormatsWord	Date Revised09/05/2024	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 DocumentCommentary to the Exposure Draft South African Rate Switch Agreement	FormatsPDF	Date Revised09/05/2024	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, 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.

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.