Documentation that carries the transaction
The Loan Market Association standards underpin virtually every syndicated and bilateral financing in Europe. But an LMA precedent is a starting point, not a contract. The work sits in what is built around it: the definitions that give the financial covenants actual meaning, the permitted baskets that leave the borrower room without exposing the lenders, the conditions precedent that can genuinely be satisfied on the closing date.
I have worked with this documentation since 2011 — first at Norton Rose Fulbright, then as co-founder of the first Dutch banking & finance transaction boutique, and since 2015 as an independent transaction lawyer for banks, lenders, asset managers and law firms. Those three vantage points — international firm, niche firm and in-house — shape how I read a facility agreement: not as a legal structure in its own right, but as the document a credit team has to live with for the next seven years.
What I am brought in for
- First drafts of facility agreements, term sheets, commitment letters and mandate letters, based on LMA standards or in-house precedents;
- Lender-side and borrower-side review, delivered as a focused issues list rather than an unfiltered mark-up;
- Negotiation with the counterparty and its advisers — in writing, on calls or at the table;
- The Dutch security package: pledges over receivables, shares, bank accounts and IP rights, mortgage instructions, parallel debt provisions and Dutch security structures for foreign lenders;
- Intercreditor and subordination documentation for layered capital structures, unitranche and mezzanine;
- Conditions precedent management: the CP list, corporate approvals, board resolutions and Dutch law legal opinions;
- Waivers, amendments and restructurings during the life of a facility;
- Facility and security agent work from the agent's perspective.
Transaction types
Acquisition finance
Leveraged and corporate acquisition finance, certain funds regimes, W&I interaction and the interplay with the SPA timetable.
Real estate finance
Investment portfolios and development finance: Dutch mortgage rights, rental income pledges, LTV and ICR covenants, cash sweep and cash trap.
Asset finance
Object finance where the security sits on the asset itself, including registered assets and cross-border registration.
Project finance
Renewable energy and infrastructure, with sponsor support, EPC and offtake interfaces, direct agreements and step-in rights.
Trade & working capital
Trade finance, borrowing base facilities and working capital structures with revolving security.
Refinancing
Refinancings and amend-and-extend, including release and re-taking of security and coordination between outgoing and incoming lenders.
What runs alongside the facility agreement
A financing is rarely a single document. Parallel workstreams routinely determine the closing date: hedging documentation (ISDA Master Agreement, Schedule and confirmations, and the hedge counterparty's ranking in the security package), KYC and CDD onboarding of the borrower and guarantors — which for multi-layered international structures can take weeks — and corporate housekeeping on the obligor side: board and shareholder resolutions, conflict-of-interest declarations and constitutional approvals.
I keep those workstreams in view, because in practice they hold up closing more often than the covenant negotiation does. See also compliance and KYC/CDD.
Selected matters
Advised a consortium of lenders on the refinancing of one of the world's largest cinema chains — Dutch borrower, multiple obligors, syndicated structure.
Advised the European Bank for Reconstruction and Development (EBRD) on the project financing of a 100 MW solar power plant in Uzbekistan.
Eight months with end responsibility for the full LMA transaction documentation of a European lender's Amsterdam branch lending operation.
Advised on the loan and security structure and drafted and negotiated the transaction documentation for the financing of a solar energy project in Nigeria under the World Bank-funded DARES programme.
How engagements work
Usually a short call about the transaction, the timetable and who else is at the table, followed by a fixed fee or an hourly rate within an agreed range — no firm overhead, no team that scales with deal size. I work in the client's systems and document standards and deliver in the format the credit team already uses. See also interim and ad hoc support.