Loan Sharing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Loan Sharing Agreement

"I need a Loan Sharing Agreement for a syndicated real estate loan facility of £50 million, where three banks will participate equally, with one bank acting as facility agent, to be effective from March 2025."

Document background
A Loan Sharing Agreement becomes necessary when multiple lenders wish to participate in a single loan facility while maintaining clear governance and risk allocation. This document, governed by English and Welsh law, establishes the framework for lender participation, including payment mechanics, voting rights, and enforcement procedures. It is particularly relevant in syndicated lending, club deals, and loan participation arrangements, where coordinated action and clear rights among lenders are essential for effective loan administration.
Suggested Sections

1. Parties: Identification and details of all participating lenders and agents

2. Background: Context of the loan sharing arrangement and original loan details

3. Definitions: Key terms used throughout the agreement

4. Sharing Arrangements: Core terms of how the loan is shared between parties including allocation of payments and losses

5. Payment Mechanics: Procedures for payments, distributions, and waterfall provisions

6. Voting Rights: Decision-making procedures, voting thresholds, and majority lender provisions

7. Transfers and Assignments: Provisions governing the transfer of loan participations

8. Representations and Warranties: Standard representations and warranties from each party

9. Administration: General administrative provisions including notices and amendments

10. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions

Optional Sections

1. Security Arrangements: Terms governing security interests and enforcement rights - include for secured loans only

2. Intercreditor Provisions: Ranking and priority between different classes of lenders - include when multiple classes of lenders exist

3. Agency Provisions: Terms governing the appointment and role of facility agent - include when a facility agent is appointed

4. Tax Provisions: Detailed tax provisions including gross-up obligations - include for cross-border transactions

5. Regulatory Compliance: Specific regulatory compliance obligations - include when involving regulated entities

Suggested Schedules

1. Form of Transfer Certificate: Standard form for transferring loan participations between lenders

2. Loan Details: Detailed information about the underlying loan facility including key terms

3. Lender Commitments: Schedule of participating lenders and their respective commitments

4. Payment Details: Bank account and payment instruction details for all parties

5. Form of Accession Deed: Standard form for new lenders to accede to the agreement

6. Notice Details: Contact information and notice details for all parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, including regulated lending activities and financial promotions

Consumer Credit Act 1974: Regulates credit agreements with consumers, including mandatory terms and consumer protections

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, relevant for loan participation arrangements

Law of Property Act 1925: Key legislation for secured lending, particularly regarding real property security

FCA Handbook: Regulatory rules and guidance from the Financial Conduct Authority, including conduct of business requirements

PRA Rulebook: Prudential requirements set by the Prudential Regulation Authority for regulated financial institutions

Basel III Requirements: International regulatory framework for banks, affecting capital requirements and risk management

Insolvency Act 1986: Primary legislation governing insolvency proceedings and creditor rights in England and Wales

Enterprise Act 2002: Modified insolvency regime and introduced changes to corporate rescue procedures

Companies Act 2006: Primary legislation governing company law, relevant for corporate borrowers and security registration

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations governing financial collateral arrangements and enforcement rights

Money Laundering Regulations 2017: Anti-money laundering requirements affecting financial transactions and due diligence

Data Protection Act 2018: UK implementation of GDPR, governing handling of personal data in lending relationships

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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