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PLAYBOOK TEMPLATES

Underwriting Agreement

An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.

Interest Rate & Fees

Why This Matters: Unclear pricing formulas or hidden fees inflate costs and create disputes. Transparent and balanced fee structures optimize financing costs and reduce negotiation friction.

Negotiation strategy

If you're the Lender:

Ensure that the interest rates and fees are competitive and align with market standards. Clearly define calculation mechanisms and ensure transparency to avoid disputes.

If you're the Borrower:

Negotiate for rate floors, caps, and step-downs tied to performance or ratings. Ensure that all fees and interest rates are clearly outlined and justified.

Essential elements

1

Interest Rate Margin

Defines the cost of borrowing.
2

Commitment Fees

Charges for unused credit.
3

Default Interest

Penalty for late payments.

Action framework

ACCEPT

Propose edits when interest rates or fees are not competitive or lack transparency.

EDIT

Reject clauses that impose unreasonable fees or lack clear calculation mechanisms.

ADD

Add clauses for performance-based adjustments if they are missing.

PRO TIP

Always consult with local legal experts to ensure compliance with jurisdiction-specific regulations.

Example clauses

FAVORABLE

Transparent Fee Structure

"The interest rate shall be 3% above the LIBOR rate, with a commitment fee of 0.5% on the unused portion of the credit line."
NEUTRAL

Standard Rate Clause

"The interest rate is set at the prime rate plus 2%."
UNFAVORABLE

Hidden Fees

"Additional fees may apply as determined by the lender."

Fallbacks

High-Risk Projects

For high-risk projects, lenders may impose higher interest rates and fees. Borrowers should negotiate for performance-based reductions.

Cross-Border Transactions

In cross-border transactions, ensure compliance with international regulations and consider currency exchange impacts on interest rates.

Start-Up Financing

Start-ups may face higher rates due to perceived risk. Negotiate for step-downs as the company achieves milestones.
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