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1 GUIDE TO SYNDICATED LOANS2 CONTENTS Clause Page 1. Introduction Types Of Facility Commonly Syndicated Parties To A Syndicated Loan Documentation For A Syndicated Loan Timing Syndication Loan Transfers. 53 GUIDE TO SYNDICATED LOANS 1. INTRODUCTION Borrowing by way of a loan facility can provide a borrower with a flexible and efficient source of funding. If a borrower requires a large or sophisticated facility or multiple types of facility this is commonly provided by a group of lenders known as a syndicate under a syndicated loan agreement. A syndicated loan agreement simplifies the borrowing process as the borrower uses one agreement covering the whole group of banks and different types of facility rather than entering into a series of separate bilateral loans, each with different terms and conditions.

The purpose of this note is to provide guidance on various aspects of a syndicated loan transaction, focusing on the following: (i) (ii) (iii) (iv) (v) the types of borrowing facilities commonly seen in a syndicated loan agreement; a description of the parties to a syndicated loan agreement and an explanation of their role; a brief explanation of the documentation entered into by the parties; the time line for a typical syndicated loan transaction; and a description of the common methods used by lenders to transfer syndicated loan participations. The guidance in this note is given on the basis of a typical syndicated loan transaction undertaken in the European loan market as envisaged in the LMA Primary Loan documents and governed by the laws of England.

This note is not intended to provide a detailed explanation of the provisions of the LMA Primary Loan Agreements - guidance on this is set out in the 'Users Guide to the Recommended Form of Primary Documents' published by the LMA and available to LMA members on the LMA website. TYPES OF FACILITY COMMONLY SYNDICATED Two types of loan facility are commonly syndicated: term loan facilities and revolving loan facilities. 2.1 Term Loan Facility: Under a term loan facility the lenders provide a specified capital sum over a set period of time, known as the 'term'. Typically, the borrower is allowed a short period after executing the loan (the 'availability' or 'commitment' period), during which time it can draw loans up to a specified maximum facility limit. Repayment may be in instalments (in which case the facility is commonly described as 'amortising') or there may be one payment at the end of the facility (in which case the facility is commonly described as having 'bullet' repayment terms).

Once a term loan has been repaid by the borrower, it cannot be re-drawn.4 2.2 Revolving Loan Facility: A revolving loan facility provides a borrower with a maximum aggregate amount of capital, available over a specified period of time. However, unlike a term loan, the revolving loan facility allows the borrower to drawdown, repay and re-draw loans advanced to it of the available capital during the term of the facility. Each loan is borrowed for a set period of time, usually one, three or six months, after which time it is technically repayable. Repayment of a revolving loan is achieved either by scheduled reductions in the total amount of the facility over time, or by all outstanding loans being repaid on the date of termination.

A revolving loan made to refinance another revolving loan which matures on the same date as the drawing of the second revolving loan is known as a 'rollover loan', if made in the same currency and drawn by the same borrower as the first revolving loan. The conditions to be satisfied for drawing a rollover loan are typically less onerous than for other loans.

A revolving loan facility is a particularly flexible financing tool as it may be drawn by a borrower by way of straightforward loans, but it is also possible to incorporate different types of financial accommodation within it - for example, it is possible to incorporate a letter of credit facility, swingline facility or overdraft facility within the terms of a revolving credit facility. This is often achieved by creating a sublimit within the overall revolving facility, allowing a certain amount of the lenders' commitment to be drawn in the form of these different facilities.

2.3 General: Syndicated loan agreements may contain only a term or revolving facility or they can contain a combination of both or several of each type (for example, multiple term loans in different currencies and with different maturity profiles are not uncommon). There can be one borrower or a group of borrowers with provision allowing for the accession of new borrowers under certain circumstances from time to time. The facility may include a guarantor or guarantors and again provisions may be incorporated allowing for additional guarantors to accede to the agreement. PARTIES TO A SYNDICATED LOAN The syndication process is initiated by the borrower, who appoints a lender through the grant of a mandate to act as the Arranger (also often called a Mandated Lead Arranger) on the deal. There is often more than one Arranger on any transaction but for the purposes of this note we will refer to this role in the singular. The Arranger is responsible for advising the borrower as to the type of facilities it requires and then negotiating the broad terms of those facilities. By the very nature of this appointment, it is likely that the Arranger will be a lender with which the borrower already has an established relationship, although it does not have to be.

At the same time the Arranger is negotiating the terms of the proposed facility, one of the Arrangers appointed by the Borrower to act as Bookrunner also starts to put together a syndicate of banks to provide that facility. Syndication is often done in stages, with an initial group of lenders agreeing to provide a share of the facility. This group of lenders is often referred to as Co-Arranger, - 2 -5 although other titles may be used - however, we shall continue to refer to this group of lenders as Co-Arrangers for the purposes of this note. The Co-Arrangers then find more lenders to participate in the facility, who agree to take a share of the Co- Arrangers' commitment.

To facilitate the process of administering the loan on a daily basis, one bank from the syndicate is appointed as Agent. The Agent who is appointed acts as the agent of the lenders not of the borrower and has a number of important functions: - Point of Contact: (maintaining contact with the borrower and representing the views of the syndicate) - Monitor: (monitoring the compliance of the borrower with certain terms of the facility) - Postman and Record-keeper: (it is the agent to whom the borrower is usually required to give notices) - Paying Agent: (the borrower makes all payments of interest and repayments of principal and any other payments required under the Loan Agreement to the Agent. The Agent passes these monies back to the banks to whom they are due. Similarly the banks advance funds to the borrower through the Agent). The terms of a syndicated loan agreement empower the Agent to undertake the roles described above in return for a fee.

Any decisions of a material nature (for example, the granting of a waiver) must usually be taken by a majority, if not by the whole syndicate. Whilst the Agent carries the standard duties and responsibilities of any agent under English Law, the facility agreement will contain a number of exculpatory provisions to limit the scope of the Agent's relationship with the syndicate lenders and with the borrower.

If the syndicated loan is to be secured, a lender from the syndicate is usually appointed to act as Security Trustee to hold the security on trust for the benefit of all the lenders. The duties imposed upon the Security Trustee are typically more extensive than those of an agent. In large syndicates, it is sometimes decided that some decision making power should be delegated to the majority from time to time (often referred to as the 'majority lenders' or 'instructing group'). This group usually consists of members of the syndicate at the relevant time that hold a specified percentage of the total commitments under the facility.

By delegating some of the decision-making, the mechanics of the loan are able to work more effectively than if each and every member of the syndicate had to be consulted and subsequently reach unanimous agreement on every request from the borrower6 4. DOCUMENTATION FOR A SYNDICATED LOAN 4.1 Mandate Letter: The borrower appoints the Arranger via a Mandate Letter (sometimes also called a Commitment Letter). The content of the Mandate Letter varies according to whether the Arranger is mandated to use its 'best efforts' to arrange the required facility or if the Arranger is agreeing to 'underwrite' the required facility. The provisions commonly covered in a Mandate Letter include: (i) (ii) (iii) (iv) (v) an agreement to 'underwrite' or use 'best efforts to arrange'; titles of the arrangers, commitment amounts, exclusivity provisions; conditions to lenders' obligations; syndication issues (including preparation of an information memorandum, presentations to potential lenders, clear market provisions, market flex provisions and syndication strategy); and costs cover and indemnity clauses. 4.2 Term Sheet: The Mandate Letter will usually be signed with a Term Sheet attached to it. The Term Sheet is used to set out the terms of the proposed financing prior to full documentation. It sets out the parties involved, their expected roles and many key commercial terms (for example, the type of facilities, the facility amounts, the pricing, the term of the loan and the covenant package that will be put in place).

Syndicate Loans Forecast Pdf 2016 17

4.3 Information Memorandum: Typically prepared by both the Arranger and the borrower and sent out by the Arranger to potential syndicate members. The Arranger assists the borrower in writing the information memorandum on the basis of information provided by the borrower during the due diligence process. It contains a commercial description of the borrower's business, management and accounts, as well as the details of the proposed loan facilities being given. It is not a public document and all potential lenders that wish to see it usually sign a confidentiality undertaking. Syndicated Loan Agreement: The Loan Agreement sets out the detailed terms and conditions on which the Facility is made available to the borrower. 4.4 Fee Letters: In addition to paying interest on the Loan and any related bank expenses, the borrower must pay fees to those banks in the syndicate who have performed additional work or taken on greater responsibility in the loan process, primarily the Arranger, the Agent and the Security Trustee. Details of these fees are usually put in separate side letters to ensure confidentiality.

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The Loan Agreement should refer to the Fee Letters and when such fees are payable to ensure that any non-payment by the borrower carries the remedies of default set out in the Loan Agreement7 5. TIMING Whilst the principal documents required for the provision of a syndicated loan are the same, the timing of producing such documentation often depends on whether or not the loan is being underwritten (see diagrams below).

Clerkenwell crime syndicate Founded1980sFounded byTerry Adams and his brothers Tommy and PatrickFounding location,Territory,MembershipunknownCriminal activities,Allies,RivalsVarious criminal gangs inThe Clerkenwell crime syndicate, also known as the Adams Family or the A-team, is an English, allegedly one of the most powerful in the. Media reports have linked the Adams family to around 25 murders and credited them with wealth of up to £200 million. ClerkenwellDuring the 1980s Terence 'Terry' George Adams formed a syndicate with his brothers Thomas 'Tommy' Sean Adams and Patrick 'Patsy' Daniel John Adams as its financier and enforcer respectively. The brothers were born to Irish parents, part of a large family of 11 children who grew up in,.The syndicate was based in while Terry Adams, until his admission of in 2007, had lived in Barnsbury. The syndicate expanded over years to include other members of the Adams' Irish family and close childhood friends.

The gang is allegedly heavily involved in and as well as the hijacking of shipments and security fraud. They have been linked to 25 gangland murders of informants and rival criminals. In addition to developing alleged connections to officials, they were also stated to have had a in their pocket at one point.The shooting of the then 68-year-old 'Mad', a former enforcer for, in July 1991 was said to have been ordered by the Adams family — though Fraser said he had been targeted by rogue police. The family is believed to have connections with various criminal organisations, specifically with.The has asserted that their influence decreased from 2000 onwards. Police officers, speaking off-record to British newspapers, have said that the family has been credited with acts that they simply did not carry out and this could be true given the number of alleged key gang members killed or imprisoned.

However the Metropolitan Police took the Adams' alleged crimes sufficiently seriously to consider the need to involve a CPS-lead team of detectives and the in order to crack the Adams mafia-like organised crime cartel.Tommy Adams was imprisoned for his involvement in money laundering and a drugs plot that was described as not having been sanctioned by his brothers. During an 18-month bugging operation by MI5, Terry Adams was recorded speaking about his brother in very strident terms and suggesting that, in 1998 at least, relations between them were kept to a minimum. It has been stated that they have a criminal fortune of up to £200 million.Before Tommy and Terry Adams were convicted in 1998 and 2007 respectively, the failure of the police to secure convictions against them had led to a belief that they had undermined the justice system to become untouchables.

Police, Crown Prosecution Service staff and jurors were said to have been bribed and intimidated leading to not-guilty verdicts against members of the gang that were said to be wrong. The gang's alleged leader, Terry Adams, has been serving a prison sentence since February 2007, and two of his brothers are under surveillance by the and police in, making other criminals reluctant to do business with them. It has been said that Terry Adams faces severe financial difficulties having been ordered, in May 2007, to repay £4.7 million in legal aid and pay prosecution costs of £800,000.Sean 'Tommy' Adams gained high-profile public attention during a trial in 2004, when he was described as having attended a meeting in 2002 at the request of the former international. Dalglish was a major shareholder in -based sports agency Pro Active, a leading sports management firm headed up by local businessman. Dalglish was reported to have hired Adams during a protracted deal to secure Pro Active's exclusive management rights to Manchester United, and England football, striker, in circumstances where another company claimed to represent Rooney.In February 2010 a 38-year-old man, claiming to be Terry Adams' nephew, was convicted in a case known as the: the trial revealed that the man, Stephen Marshall, had disposed four bodies for the Adamses.

He was sentenced to at least 36 years in prison.In 2014, Sean 'Tommy' Adams and 13 other people believed to be affiliated with the Clerkenwell Crime Syndicate were arrested in a police operation codenamed 'Octopod.' Designer watches, six shotguns and large sums of money were found in other addresses across the city, with a concentration in north London. ^ Johnston, Philip (10 March 2007). The Daily Telegraph. Retrieved 30 April 2010. 4 December 2014 at the - Rex Williamson-Travis, Courtnews.co.uk.

Devito, Carlo. Encyclopedia of International Organized Crime. New York: Facts On File, Inc., 2005. 8 June 2007. Craig, Olga (11 February 2007).

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Agent Bank Syndicated Loan

Retrieved 26 May 2012. Laville, Sandra; correspondent, crime (25 November 2011). – via www.theguardian.com. Hughes, Simon (12 August 2011). London: The Sun.

Retrieved 26 May 2012. Frith, Maxine (17 August 2014). – via www.telegraph.co.uk. correspondent, Owen Bowcott Legal affairs (27 March 2017). – via www.theguardian.com.

Pettifor, Tom (24 November 2017). Mirror. Pettifor, Tom (17 November 2017). Evening Standard. 8 December 2017.

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