Loan Agreement: unsecured

Loan agreement for an unsecured loan of a fixed amount to a corporate borrower which is incorporated in England and Wales, to be drawn in a single advance and repayable either on a single repayment date or in instalments.

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When do I use this document?

  • for an unsecured loan of a fixed amount to be drawn in a single advance
  • for a borrower which is a company incorporated in England and Wales
  • for a loan repayable on a single repayment date or in instalments

What are the key features?

  • 21 clauses over 13 pages
  • single advance of the total amount of the loan money to the borrower
  • unsecured loan
  • regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
  • repayment terms, with repayment either on a single repayment date or in instalments
  • undertakings from the borrower, including to provide information to the lender lending money (such as copies of its financial statements) and prohibitions on granting security and additional borrowings
  • events of default, including if the borrower fails to repay the loan or interest and other borrower defaults, leading to the lender having the right to demand immediate repayment

What other documents are available?

For a form of secured loan agreement template, under which the borrower secures its obligations to the lender by granting a charge or other form of security, see

For forms of unsecured and secured facility agreements

If a director or shareholder of the borrower will personally guarantee the obligations of the borrower, see Guarantee: individual guarantor

When do I use this document?

  • for the sale and purchase of a company which is not part of a corporate group
  • for the sale of a company by a single seller
  • for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
  • when the consideration is paid in full in cash at completion

What are the key features?

  • full-form SPA with 22 clauses and 4 schedules over 33 pages
  • process for the sale and purchase of shares and completion deliverables
  • warranties from the seller relating to the target company
  • seller limitations from liability under the warranties
  • provision for indemnities for specific issues
  • restrictive covenants from the seller
  • tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/09/2024

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