Legal Precedents

[ Insert Lead-in Language ] Illegality Termination Event We hereby refer to our notice dated [ insert date ] (the ' Original Notice ') formally notifying you of the occurrence of an Illegality Termination Event. If Party A is the sole Affected Party and Section 5(b)(i)(1) applies: In accordance with Section 6(b)(ii) of the Agreement, we have employed all reasonable endeavours (not requiring us to bear any loss, save for immaterial, incidental expenses) to, within 20 days from the date on which the Original Notice became effective, diligently transfer all of our rights and obligations under the Agreement in respect of the Affected Transactions to another of our Offices or Affiliates so that the Illegality Termination Event no longer subsists......

DATE Parties [ [ name ] of [ address ] [ and [ name ] of [ address ] ] OR [ name ] and [ name ] both of [ address ] ] ( Lender [ s ] ) [ [ name ] of [ address ] [ and [ name ] of [ address ] ] OR [ name ] and [ name ] both of [ address ] ] ( Borrower [ s ] ) 1 Definitions For the purposes of this Agreement, the terms below shall have the following meanings: Charge • the security created pursuant to clause 7.1; Default • means: any failure by the Borrower [ s ] to fulfil any of their obligations under this Agreement; or the Borrower [ s or one of...

[ TO BE PRODUCED ON THE LAW FIRM' S HEADED PAPER ] [ insert date ] To: [ insert the lender’s name and address ] Dear [ insert the lender’s full name ] 1 We make reference to the facility agreement dated [ insert date of facility agreement ] between [ insert name of borrower ] (the Borrower) and [ insert name of lender ] (the Lender), as duly amended, novated, supplemented, restated or substituted from time to time under its terms (the Facility Agreement). 2 Unless this letter states otherwise, or context dictates, all terms and expressions used have meanings given in the Facility Agreement for the purposes of this letter......

PROMISSORY NOTE Principal sum: £[ insert amount in numerals ] ([ insert amount in words ]) [ insert date ] [ I (the ‘ Promisor’), OR We (the ‘ Promisors’) jointly, OR We (the ‘ Promisors’) jointly and severally ] undertake to pay [ insert name of payee ] of [ insert address of payee ] (the ‘ Payee’) [ or to the Payee’s order OR to bearer ] [ on demand OR [ insert number of months ] months after date OR [ insert number of days ] days after sight ], at [ insert address at which this promissory note may be presented ]......

Company number: [ insert number ] The Companies Act 2006 A private company limited by SHARES Written resolution(s) of [ insert company name ] Limited (the Company) Circulated: [ insert circulation date ] Under Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that the resolutions below be passed as ordinary resolutions: ORDINARY RESOLUTIONS [ that approval be given to the terms of, and the transactions envisaged by, a guarantee covering all present and future obligations, whether now or later arising, owed to [ insert name of beneficiary ] by [ insert name of borrower ] (the Guarantee)......

[ insert date ] To: [ insert full name and address of lender ] Dear [ insert full name of lender ] I serve as director and the [ Chief Financial Officer OR Finance Director ] of [ insert full name of borrower ], a company incorporated in England and Wales under registered number [ insert company number ], whose registered office......

Warning to the Guarantor: Before you sign this guarantee, you ought to obtain independent legal advice regarding the nature of the commitments you will assume and which will become legally binding on you once you sign. You may seek advice and guidance from an independent solicitor. That solicitor should set out, in writing, that they have explained to you the scope and limit of the obligations you are being asked to take on, as well as the effect of the documents you are being asked to sign. If you decide not to obtain independent legal advice before signing the guarantee, please complete the declaration [ Provided to you OR Attached ] confirming that you had the opportunity to take independent legal advice, were advised to do so, but chose not to seek independent legal advice. The principal sum you are asked to...

This Deed is dated [ insert date ] 20[ insert year ] Parties [ Insert name of Chargor ], a company registered in England and Wales (number [ insert company number ]) whose registered office is at [ insert address ] (the Chargor); and [ insert name of Lender ] of [ insert address ] (the Lender). Recitals The Lender makes facilities available to the Chargor under various finance arrangements. The availability of those facilities is conditional upon the Chargor entering into this Deed in favour of the Lender......

We, [ insert name of Lender/ Security Agent ], being a company incorporated in [ Scotland OR England and Wales ] pursuant to the Companies Acts with Registered Number [ insert company number ] and with our Registered Office at [ insert address ] [ in its role as [ insert, eg security trustee/agent ] for the......

For the purposes of the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015, this discharge is executed and delivered on [ insert date ] 20[ insert year ] DISCHARGE by Parties 1 [ insert name of Lender/ Security Agent ], a company incorporated in [ Scotland OR England and Wales ] under the Companies Acts, with registered number [ insert company number ] and having its registered office at [ insert address ] [ [ [ acting in its capacity as [ security trustee/agent ] for the Secured Parties pursuant to [ describe facility agreement or include definition ] ] ] ] (the Lender/ Security Agent); in favour of 2 [ insert name of Chargor ], a company incorporated in [ Scotland OR England and Wales ] with registered number [ insert company number ], whose registered office is at [...

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have acted as English law legal adviser to [ insert name of lender ] (the Lender) in relation to financing made available to [ insert name of borrower, company number and registered office ] (the Borrower), comprising a secured [ and guaranteed ] [ term loan and revolving credit facility ] [ describe facilities ] of £ [ insert amount ] (the Transaction). Our engagement has included the negotiation, drafting, execution and finalisation of the documents identified in Schedule 1 ( Documents examined), Paragraph 1 ( Opinion Documents) (the Opinion Documents). This opinion letter is delivered to you, the Lender, pursuant to [...

Introduction Which topics does this Precedent include?...

Introduction What does this Precedent cover? This Precedent provides: replacement plug-in clauses for an English limited liability partnership ( LLP), drafted for inclusion in the Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee; alternative plug-in clauses for an LLP prepared for the Precedent: Real property mortgage: single company chargor—bilateral—specific monies; and further points to consider when modifying those precedents for LLP use. When inserting substitute wording or making other amendments to the precedents, ensure the remaining provisions, and any relevant facts and commercial drivers of the underlying deal, are reviewed carefully. These clauses can also be adapted for other facility agreements and security documents, but a thorough assessment of all clauses is essential when tailoring or revising them. For more on working with limited liability partnerships in finance transactions, see the Practice Note: Dealing with limited...

This Deed is entered into on [ insert date ] 20[ insert year ] Parties THE COMPANIES listed in Schedule 1 (each an Original Lender and, together, the Original Lenders); [ insert name of Security Agent ], of [ insert address ], acting as security trustee for the Secured Parties (as defined below) in accordance with this Deed (the Security Agent); [ insert name of Facility Agent ], of [ insert address ], acting as facility agent for the Lenders (as defined below) pursuant to the Facility Agreement (as defined below) (the Facility Agent); [ insert name of Borrower ], a company registered in England and Wales with company number [ insert company number ] whose registered office is at [ insert address ] (the Borrower); and THE COMPANIES set out in Schedule 2 (each an Original Chargor and,...

Introduction What does this Precedent cover? This Precedent outlines: replacement plug-in clauses for an English general partnership (ie a partnership which is not a limited partnership or a limited liability partnership), prepared for inclusion in the Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee replacement plug-in clauses for an English general partnership drafted for insertion into the Precedent: Real property mortgage: single company chargor—bilateral—specific monies further considerations when tailoring those precedents for use with an English general partnership Making amendments When adding substitute clauses or adapting these precedents, careful thought should be given to any relevant facts and commercial requirements arising from the underlying transaction and the partnership’s internal dynamics, for example: whether any partners are individuals and/or corporate entities; where partners are individuals, also consult the drafting notes in Precedent:...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background ( A) [ insert description of background to transaction ]. ( B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement......

Notice of a Tax Event/ Tax Event Upon Merger [ Insert introductory wording ] We hereby give you formal notice of the following matters: [ Provide a reasonably detailed account of the facts leading to the Tax Event/ Tax Event Upon Merger and clearly identify the Affected Transactions. Your narrative should be sufficiently specific and in alignment with the wording of section 5(b)(ii) or (iii), enabling the counterparty to reasonably comprehend the basis for, and rationale behind, your determination as applicable.]......

Notice designating an Early Termination Date following a Credit Event Upon Merger/ Additional Termination Event/ Tax Event Upon Merger where Burdened Party is not Affected Party [ Insert Lead-in Language ] We hereby give notice that the following matters have occurred: [ Set out, with an appropriate level of specificity, the facts and circumstances that result in the Credit Event Upon Merger/ Additional Termination Event/ Tax Event Upon Merger in which the Burdened Party is not the Affected Party, and identify the Affected Transactions. Your explanation should be detailed enough and expressly linked to the relevant wording of Section 5(b) or the Additional Termination Event provision so that the counterparty can reasonably understand the basis for your determination. ]......

Notice designating an Early Termination Date following a Tax Event/ Tax Event Upon Merger [ Insert Lead-in Language ] [ Tax Event Termination Event OR Tax Event Upon Merger Termination Event ] We refer to our notice dated [ insert date ] (the ' Original Notice'), which advised you of the occurrence of [ a Tax Event Termination Event in respect of which we are the sole Affected Party OR a Tax Event Upon Merger Termination Event in respect of which we are both the Burdened Party and the Affected Party OR a Tax Event Termination Event in respect of which both we and you are Affected Parties ] for the purposes of the Agreement......

Notice designating an Early Termination Date following a Credit Event Upon Merger/ Additional Termination Event/ Tax Event Upon Merger where Burdened Party is not Affected Party [ Insert Lead-in Language ] We hereby give notice of the following circumstances: [ Provide, to a reasonable level of detail, the facts and context that result in the Credit Event Upon Merger/ Additional Termination Event/ Tax Event Upon Merger where the Burdened Party is not the Affected Party, and specify the Affected Transactions. Your explanation should be sufficiently thorough and expressly connected to the relevant wording of Section 5(b) or the Additional Termination Event provisions so that the counterparty can reasonably be expected to understand the basis for your determination ]......