What this checklist covers

This checklist outlines the key points that a lawyer advising a first time issuer should check and, if necessary, seek to amend when reviewing English law terms and conditions for an issue of debt securities.

This checklist contains material relevant to:

1. •

   secured and unsecured debt securities

2. •

   debt securities constituted by a trust deed, and

3. •

   debt securities issued without trust deeds, such as:

   1. ◦

      debt securities issued under a fiscal agency structure—for information on fiscal agents, see Practice Note: Role of a fiscal agent, and

   2. ◦

      debt securities constituted by an instrument executed by the issuer (and guarantor, if applicable) without a trustee, of the kind used in issues of mini-bonds (a bond instrument)

This checklist should be read together with Practice Note: Terms and conditions—first time issuer's guide, which:

1. •

   explains the practical aspects of the key individual provisions (conditions) usually found in the terms and conditions of debt securities

2. •

   compares them with the corresponding provisions in loan facility agreements, and

3. •

   contains