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GUIDE TO SYNDICATED LEVERAGED FINANCE

CONTENTS

Clause

Page

1.

Introduction ........................................................................................ 1

2.

Types Of Senior Leveraged Facilities Commonly Syndicated .............................. 1

3.

Parties To A Senior Syndicated Leveraged Facility .......................................... 4

4.

Documentation For A Syndicated Leveraged Finance Agreement ......................... 5

5.

Financial Covenants............................................................................... 7

6.

Timing .............................................................................................. 8

7.

Syndicated Leveraged Finance Transfers ...................................................... 8

GUIDE TO SYNDICATED LEVERAGED FINANCE

1.

INTRODUCTION

Readers of this guide are assumed to have previously read the "Guide to Syndicated

Loans" as explanations of the basic concepts will not be repeated in this paper.

Furthermore the guide will largely focus on the senior level of debt in a typical

leveraged buy-out transaction, which normally is provided through a syndicated loan

facility.

Borrowing by way of a syndicated loan facility provides the core element of the senior

debt structure in a leveraged finance transaction. Typically a leveraged buy-out of a

company will involve various categories of funding in the capital structure, from senior

debt through various subordinated categories of debt to a final element of equity.

The purpose of this note is to provide guidance on various aspects of a leveraged

finance transaction, focusing on the following:

(i)

the types of structures and borrowing facilities commonly seen in a senior

syndicated leveraged finance agreement;

(ii)

a description of the parties to the finance agreements and an explanation of

their roles and legal positioning within the debt structure;

(iii)

a brief...