When are mandate letters used? Mandate letters are typically signed at the start of a transaction, and are often attached to an agreed term sheet. They are most typically seen in syndicated transactions, and their purpose is to set out the terms of the engagement between the borrower and the lenders which will be leading the syndication process for the transaction (the Mandated Lead Arrangers or MLAs). They also set out the agreed strategy for syndicating the debt. For more information, see Practice Note: How to draft and negotiate mandate letters in loan transactions. The Loan Market Association (LMA) has two forms of mandate letter: underwritten and best efforts. Members can access these documents on the LMA website. In an underwritten mandate letter, the underwriters (which are often the same parties as the MLAs) agree that they will lend a certain proportion of the required debt (which in aggregate is enough to fund the total amount required) whether they are able to find other lenders to participate or not. In a

LMA mandate letter Mandate letters are typically signed at the start of a transaction, and are often attached to an agreed term sheet. The purpose of the mandate letter is to set out the terms of the engagement between the borrower and the financial institutions that will be acting as mandated lead arrangers (MLAs), bookrunners (who will manage primary syndication) and, if the offer is underwritten, the underwriters. The issues the mandate letter will cover include: • the formal appointment of the financial institutions acting as MLAs, bookrunners and underwriters • any conditions to the offer by the financial institutions to arrange, manage the syndication of and underwrite the transaction (the offer), one of which will typically be no material adverse change (MAC) to the market, the borrower's business or its ability to perform its obligations under the mandate and finance documents, and • syndication, including market flex, front running and clear market provisions For more information, see Practice Note: How to draft and negotiate

Banking & Finance analysis: This News Analysis provides a summary of the key ways in which the rate switch agreements published by the Loan Market Association (LMA) in November 2020 differ from the initial draft published by the LMA in September 2020.

This Practice Note sets out key cases that either specifically reference Loan Market Association (LMA) standard form documentation or interpret wording found in LMA documentation. Please note that this key cases list is selective and focuses on interpretation of standard wording. It does not include every case that may be of relevance to a particular clause or point of law. To assist you with your research, you may wish to look at the Banking & Finance case tracker—this sets out all cases (including a short summary) that the Banking & Finance team has reported on since January 2013, divided into topics. You may also wish to look at our key cases lists set out below. These contain the key cases on a particular topic or area of law and are not date limited: • Acceleration of debt and enforcement of security—key cases • Assignment—key cases • Construction of finance documents—key cases • Fixed and floating charges—key cases • Guarantees—key cases • Material adverse change clauses—key cases • Schemes of arrangement—key cases • Set-off—key cases • Validity of security—key cases

A loan note (or stock'>loan stock) alternative will provide offeree shareholders with a choice of loan notes issued by the offeror as an alternative form of consideration in a takeover, whether structured as a contractual offer or a scheme of arrangement.

The financial instruments which evidence the existence of a debt between a borrower (issuer) and one or more lenders (noteholder(s)) and the promise by the issuer to repay the amounts outstanding under the loan notes to the noteholder(s).

DATE: Parties 1 [[name] of [address] [and [name] of [address]] OR [name] and [name] both of [address]] (Lender[s]) 2 [[name] of [address] [and [name] of [address]] OR [name] and [name] both of [address]] (Borrower[s]) 1 Definitions In this Agreement, the following definitions apply: Charge • the charge granted under clause 7.1; Default • is: (a) a breach by the Borrower[s] of any of their obligations under this Agreement; or (b) the Borrower[s or one of them] [dying, or] becoming insolvent or entering into any form of composition or arrangement with their creditors; or (c) a receiver being appointed in relation to the Property; or (d) anyone attempting to enforce any security over the Property; Final Repayment Date • [date] (unless clause 9.1 applies); [Interest Rate • [figure]% above the base lending rate of [name of bank];] Loan Advance Date • [[date] OR today]; Loan Period • the period from and including [today OR the Loan Advance Date] until and including the Final Repayment Date; Loan

An agreement to provide production finance for a film to a borrower which is the production company for the film and is secured against an assignment of the borrower’s right to receive the payment of an advance or minimum guarantee payable by the distributor pursuant to an existing distribution agreement the delivery of which is being guaranteed by a completion guarantor.

DATE: Parties 1 [[name] of [address] [and [name] of [address]] OR [name] and [name] both of [address]] (Lender[s]) 2 [[name] of [address] [and [name] of [address]] OR [name] and [name] both of [address]] (Borrower[s]) 1 Definitions In this Agreement, the following definitions apply: Default • is: (a) a breach by the Borrower[s] of any of their obligations under this Agreement; or (b) the Borrower [s or one of them] [dying, or] becoming insolvent or entering into any form of composition or arrangement with their creditors; Final Repayment Date • [date] (unless clause 7 applies); Interest Rate • [figure]% above the base lending rate of [name

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single, self-assessed tax on transfers of securities, the securities transfer tax (STT) (formerly referred to as the securities transfer charge or STC), that will be paid (and reported) through electronic transfer systems such as CREST or, where appropriate, a new online portal. Draft legislation for the STT was published on 13 July 2026, along with explanatory notes, a policy paper and the outcome of the higher rate 1.5% stamp tax consultation. Subject to exemptions, the STT draft legislation includes a main charge of 0.5% for agreements to transfer chargeable securities to another person for consideration in money or money’s worth and, for transfers to a clearance service (CS) or depositary receipt issuer (DRI), a higher-rate charge of 1.5%. The main charge arises when an agreement is made or, in the case of a conditional agreement, when the conditions are satisfied, although, where the agreement is not electronic, the STT charge arises when the

A loan contract is an agreement whereby the lender agrees to pay money to the borrower or to his designate, on terms that the borrower will repay the money with interest.

£ [insert number] [insert rate]% [ subordinated ] redeemable loan notes 20[insert year] [insert name of issuer] This Instrument is dated [insert day and month] 20[insert year] Parties 1 [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer) BACKGROUND The Issuer has resolved to create up to a maximum nominal amount of £[insert number] [insert rate]%[ subordinated] redeemable loan notes to be constituted as set out in this document. It is agreed as follows: 1 Definitions and Interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means the certificate in the form set out in Schedule 3; Conditions • means the conditions set out in Schedule 1 as amended from time to time in accordance with this document; Default Event • means any of the events specified in clause 10; Encumbrance • means any mortgage,