Glossary

A · B · C · D · E · F · G · I · K · L · M · N · P · Q · R · S · T · U · W

A

Acceleration

The lenders' emergency brake: once an Event of Default is continuing, the Agent — on the instruction of the Majority Lenders — may cancel the commitments and declare every loan immediately due and payable. It is pressed far less often than it is threatened, because it usually tips the borrower into insolvency and ends any hope of full repayment. Clause 19.10 · Chapter 10

Agency fee

The annual fee the borrower pays the Agent, for the Agent's own account, for running the loan's administration — payments, notices, the register. The amount lives in a fee letter, not in the facility agreement itself. Clause 10.3 · Chapter 6

Agent

The bank appointed by the other finance parties to run the machinery of the loan: it passes money and notices between borrower and lenders, keeps the register, and acts on instructions. Its duties are deliberately mechanical — it promises administration, not judgement, and owes no fiduciary duties. Clause 22 · Chapter 11

Amend-and-extend

A transaction in which a borrower asks its existing syndicate to push the maturity of the loan out (usually sweetened with better pricing or a fee) instead of negotiating a whole new facility. Lenders who agree extend; those who do not are repaid or replaced — a lighter-touch alternative to a full refinancing. Chapter 11

Amortisation

Repaying principal in scheduled instalments over the life of the loan, so the debt shrinks as it ages. The opposite of a bullet: Sunrise's Facility A does not amortise at all. Chapter 7

Arranger (Mandated Lead Arranger, MLA)

The bank (or banks) the borrower hires, under a mandate letter, to structure the deal, negotiate the terms and assemble the syndicate. The role is intense before signing and almost invisible after it — the arranger keeps the title, the league-table credit and an arrangement fee. Chapter 2

Assignment

One of the two ways a lender sells its participation: it transfers its rights (to be paid) to the new lender, but its obligations do not move — which is why transfers of undrawn commitments use novation instead. Clause 20.1 · Chapter 12

Availability Period

The window during which a facility can actually be drawn; once it closes, undrawn commitments lapse. In Sunrise, Facility A is available only until the acquisition completes (or the Long Stop Date), while the revolver stays available until a month before final maturity. FA definition · Chapter 7

B

Basis points (bps)

The loan market's unit of price: one basis point is one hundredth of a percentage point. A margin of 2.75% is "275 bps" — and negotiations really are fought in these hundredths. Chapter 6

Bilateral loan

One borrower, one bank, one contract — the simplest lending structure, workable when the amount fits comfortably on a single balance sheet. Chapter 1

Bookrunner

The arranger title that comes with running "the book" during syndication: inviting lenders, collecting their commitments and deciding who ends up holding how much. On big deals the titles multiply; the bookrunner is the one actually doing the selling. Chapter 2

Break Costs

Compensation a lender can claim when it receives principal in the middle of an Interest Period rather than at its end. The lender priced on having the money out for the full period; break costs cover the shortfall from redepositing the early repayment at (lower) interbank rates. FA definition · Chapter 6

Bullet repayment

The whole principal repaid in one go at maturity — nothing along the way. Sunrise's Facility A is a bullet: Atlas pays interest for five years, then €35m on the fifth anniversary. Clause 6.1 · Chapter 7

Business Day / TARGET Day

The days on which loan deadlines count. In Sunrise a Business Day needs banks open in London and the euro payment system running; a TARGET Day is a day the Eurosystem's settlement system (T2) is open, which is what matters for moving euro. Check the definition on every deal — whose holidays count genuinely changes dates. FA definition · TARGET Day

C

CBI (Central Bank of Ireland)

The Irish financial regulator. Solaris is an Irish-regulated firm, so Atlas cannot complete its purchase until the CBI has approved the change of control — the single condition the whole certain funds package is built around. Chapter 4 · Chapter 14

Certain funds

The regime that makes acquisition borrowing safe to sign: during the Certain Funds Period the lenders give up almost every excuse not to fund, so the buyer knows the money will arrive at completion. Only a short list survives — a Major Default, an untrue Major Representation, or illegality. Clause 4.3 · Chapter 4

Clean-Up Period

A grace window (90 days in Sunrise) after an acquisition completes, during which problems inherited with the target are deemed not to trigger a Default — provided they relate only to the target, are being fixed, were not the buyer's doing and are not seriously harmful. It buys the buyer time to tidy a company it has only just met. FA definition · Chapter 8

Club deal

A loan shared by a handful of the borrower's relationship banks, each committing under one agreement from the start, without a wider sell-down. Sunrise is a three-bank club. Chapter 3

Commitment

A lender's binding promise to lend up to a stated maximum — the promise, as opposed to the Loan, which is money actually drawn. The distinction is worth real money: the commitment fee runs on committed but undrawn amounts. FA definition · Chapter 1

Commitment fee

The fee charged on committed-but-undrawn amounts — in Sunrise, 35% of the applicable margin per year, paid quarterly. A binding promise to lend ties up a bank's capital even before any money moves, and the commitment fee prices that promise. Clause 10.1 · Chapter 6

Compliance Certificate

The certificate, signed by the borrower's CFO, that accompanies each set of financial statements and shows the financial covenant calculations in detail. It is how the lenders learn, twice a year, whether the warning lights are on. FA definition · Chapter 9

Conditions precedent (CPs)

The documents and evidence that must be delivered — in form and substance satisfactory to the Agent — before the borrower may draw: constitutional documents, board resolutions, the legal opinion, KYC and more. The CP checklist is the deal's true critical path, and it usually belongs to the junior lawyer. Schedule 2 · Chapter 14

Conditions subsequent

Items the borrower is allowed to deliver after drawdown, by an agreed deadline — a pragmatic fix when a document genuinely cannot exist on day one. Miss the deadline and the accommodation turns into a Default. Chapter 14

Continuing

A Default is "continuing" until it has been remedied or waived — and most lender rights (drawstops, acceleration) switch on only while one is. Whether a cured breach still counts is therefore one of the most consequential definitions in the document. Clause 1.2 · Chapter 10

Cost of funds

What it actually costs a lender to raise the money it lends on. Normally the benchmark rate is the proxy for it; if the benchmark breaks down, the loan falls back to each lender's certified cost of funds plus the margin. Clause 8.4 · Chapter 6

Covenant (maintenance vs incurrence)

A promise about behaviour or numbers during the life of the loan. A maintenance covenant is tested on a fixed timetable whatever the borrower does — Sunrise's leverage and interest cover tests are maintenance covenants. An incurrence covenant, the bond-market style, bites only when the borrower takes a step such as borrowing more or paying a dividend. Chapter 9

Cov-lite

Market shorthand for leveraged loans with no maintenance financial covenants — lenders keep only incurrence-style protections, so there is no regular test to trip. Standard in the large leveraged market; unheard of in investment-grade lending like Sunrise, which keeps its two maintenance tests. Chapter 9

Cross-default / cross-acceleration

A full cross-default trips an Event of Default under this loan when the borrower's other debt (above a threshold) is unpaid or merely becomes capable of acceleration: other creditors' alarms ring here too. Cross-acceleration is the milder, borrower-friendly version, tripping only when the other debt is actually declared due early. Sunrise's clause 19.4 (threshold €2m) takes the milder route — actual non-payment or actual acceleration, not mere capability. Clause 19.4 · Chapter 10

D

Day count (actual/360)

The convention for turning an annual rate into actual interest: euro loans count the real days elapsed but divide by a 360-day year. Those five missing days flatter the lender — a year of interest at "5%" actually costs slightly more than 5%. Clause 26.1 · Chapter 6

Default / Event of Default

An Event of Default is a matured trigger from the clause 19 catalogue, giving the lenders their remedies. A Default is the wider term: it includes events still on their way to becoming Events of Default — waiting on a grace period, a notice or a determination. Drawstops mostly work off the wider term; acceleration needs the narrower one. FA definition · Chapter 10

Default interest

The higher rate charged on overdue amounts — in Sunrise, 1% above the normal rate, running from the due date until actual payment and compounding if unpaid. Enough to sting; not so much that an English court would strike it down as a penalty. Clause 8.3 · Chapter 6

Drawdown (utilisation)

Actually taking the money: the borrower delivers a utilisation request, the conditions are checked, and each lender funds its share through the Agent. "Utilisation" is the drafting word; "drawdown" is what everyone says. FA definition · Chapter 7

Drawstop

Refusing a drawdown because the conditions to it are not met — a Default is continuing, or the repeated representations are untrue. It is the lenders' quietest and most-used remedy: no acceleration, no drama, just no new money today. Clause 4.6 · Chapter 7

E

EBITDA

Earnings before interest, tax, depreciation and amortisation — the covenant world's standard measure of the cash a business generates before financing and accounting noise. Both of Sunrise's financial covenants are built on it, which is why its definition (what gets added back?) is fought over line by line. FA definition · Chapter 9

Equity cure

A negotiated right for shareholders to fix a financial covenant breach with money instead of apologies: they inject fresh equity and the covenant is retested as if the cash had been there. Common in leveraged deals, usually rationed to a few uses; Sunrise does not have one. Chapter 9

EURIBOR

The euro interbank benchmark rate, published for each period length and fixed for a loan on the Quotation Day. Interest on a euro loan is EURIBOR plus the margin — with a floor at zero in Sunrise, so negative rates cannot eat the lenders' return. FA definition · Chapter 6

F

Facility

The product, not the money: a lender's standing commitment to lend up to an amount on agreed terms, under which particular Loans are drawn. One agreement can house several — Sunrise contains a term facility and a revolver. FA definition · Chapter 1

Facility agreement

The loan contract itself — parties, facilities, money terms, protections, machinery and schedules, all in one document (Americans say "credit agreement"). This course dissects a complete one, the Sunrise facility agreement, clause by clause. Chapter 5

Fee letter

A short side letter recording a fee amount — arrangement, agency — kept out of the facility agreement itself. The agreement is seen by every future lender and adviser; the price of arranging it is nobody else's business. FA definition · Chapter 4

Financial covenants

The tested-number promises: Sunrise requires leverage no higher than 3.00:1 and interest cover no lower than 4.00:1, tested every six months against the delivered accounts. They are the loan's early-warning system — designed to trip while the problem is still fixable. Clause 17 · Chapter 9

Financial Indebtedness

The defined catch-all for debt-like exposure — borrowings, bonds, finance leases, derivatives and guarantees of them all — so that borrowers cannot dodge the rules by dressing debt up in another form. The debt covenant, cross-default and the leverage test all work off it. FA definition · Chapter 9

Fixed and floating charge

The two workhorses of English security. A fixed charge attaches to specific assets the chargor cannot deal with freely; a floating charge hovers over a changing pool (stock, receivables) until it "crystallises" on enforcement. Sunrise is unsecured, so neither appears — the primer chapter maps the territory. Chapter 13

G

Grace period

The short breathing space the agreement gives before a slip hardens into an Event of Default — in Sunrise, three Business Days for payments that fail for technical reasons, fifteen for remediable breaches of other obligations. Financial covenant breaches get none. Clauses 19.1–19.2 · Chapter 10

Guarantee (and guarantor)

A guarantor's promise to the finance parties that if another obligor does not pay, it will, immediately on demand, as if the debt were its own. In Sunrise two operating subsidiaries guarantee Atlas's debt — putting the lenders alongside, not behind, the creditors of the companies where the assets actually sit. Clause 14.1 · Chapter 13

I

Illegality

If it becomes unlawful for a lender to keep lending — sanctions are the modern cause — its commitment is cancelled and the borrower must repay that lender's share. One of the few rights that survives even the certain funds period. Clause 7.1 · Chapter 7

Increased costs

The clause making the borrower pay if a change in law or regulation after signing makes the loan more expensive for a lender to maintain. The commercial logic: the lender priced the deal on the rules as they stood, so the risk of the rules changing sits with the borrower. Clause 12 · Chapter 5

Information undertakings

The borrower's promises to keep the lenders informed: audited annual accounts within 120 days, half-year figures within 90, a Compliance Certificate with each, prompt notice of any Default, and answers to reasonable requests. Lenders cannot manage risk they cannot see. Clause 16 · Chapter 9

Interest cover

The ratio of EBITDA to net finance charges — can the business comfortably pay its interest bill out of earnings? Sunrise requires at least 4.00:1: four euros of earnings for every euro of interest. Clause 17.1 · Chapter 9

Interest Period

The slices of time — one, three or six months in Sunrise, the borrower's choice — for which each loan's interest rate is fixed, with interest paid on the last day of each. The rhythm section of the loan: rate-setting, payments and break costs all march to it. FA definition · Chapter 6

K

KYC ("know your customer")

The identity and anti-money-laundering checks banks are legally required to run on everyone they lend to. The obligors must supply whatever evidence the checks need — a standard condition precedent, and a classic junior-lawyer chase item in the closing week. Clause 16.5 · Chapter 14

L

Legal opinion

A law firm's formal letter to the finance parties confirming the legal plumbing: the obligors exist, had power and authority to sign, and the documents are valid and enforceable. It opines on law, not on the deal's commercial wisdom — and no drawdown happens without it. Schedule 2 · Chapter 14

Lender of record

The entity actually party to the facility agreement and shown on the Agent's register — the one the borrower sees and owes. The distinction matters because sub-participation moves the economics of a loan without changing the lender of record. Chapter 12

Leverage

Net debt divided by EBITDA — roughly, how many years of earnings it would take to repay the borrowings. The loan market's headline health metric: Sunrise caps it at 3.00:1. FA definition · Chapter 9

M

Majority Lenders

The loan's ordinary decision-maker: lenders holding more than 66⅔% of the total commitments, whose consent carries most amendments, waivers and instructions and binds everyone. A short list of sacred matters — money terms, guarantor releases, the voting rules themselves — needs every lender. FA definition · Chapter 11

Mandate letter

The letter by which the borrower formally appoints its arranger(s) and agrees the ground rules of the engagement — the attached term sheet, fees, any underwriting, market flex and clear-market protections. It is where the deal machine gets hired. Chapter 4

Margin

The lender's return over the benchmark rate — the price of the credit risk, quoted in percent or basis points. Sunrise pays 2.75% over EURIBOR on the term loan and 2.25% on the revolver. FA definition · Chapter 6

Market disruption

The fallback for when the benchmark stops describing reality: if EURIBOR is unavailable, or lenders holding over 35% of the loans certify that their funding genuinely costs more, interest switches to margin plus each lender's cost of funds while a substitute basis is negotiated. Clause 8.4 · Chapter 6

Market flex

A mandate-letter right letting the arranger change the deal's pricing or structure if syndication struggles — the mechanism that shares syndication risk between borrower and underwriter. How much flex, on what terms, is one of the hardest-fought points in the mandate. Chapter 4

Material adverse effect / material adverse change

The defined yardstick of seriousness — harm to the group's business, its ability to pay, or the documents' enforceability — used to qualify representations and undertakings, and (as a material-adverse-change Event of Default) as a catch-all trigger when things get gravely bad without tripping anything specific. Lenders almost never accelerate on the MAC alone: it is a backstop and a bargaining chip. FA definition · Clause 19.9 · Chapter 10

Meridian Fintech Ventures Limited

The venture investor that owns Solaris and is selling it to Atlas. It is not a party to the facility agreement, but it is the party Atlas must pay €42 million on completion day whether or not the banks fund — which is why the loan is built for certainty. FA definition · Chapter 4

N

Negative pledge

The borrower's promise not to grant security over its assets to anyone else, subject to narrow carve-outs. It is the unsecured lender's substitute for taking security itself: nobody gets to jump the queue that the lenders agreed to stand in together. Clause 18.2 · Chapter 13

Novation

The transfer mechanism that moves both rights and obligations: the existing lender drops out, the new lender steps in as if an original party, and everyone's consent is pre-packaged into a Transfer Certificate the Agent signs. The standard way syndicated loans change hands. Clause 20.3 · Chapter 12

P

Pari passu

Latin for "on an equal footing": the borrower's unsecured loan obligations must rank equally with its other unsecured, unsubordinated debts — no creditor quietly promoted above the syndicate. It appears twice, as a representation about today and an undertaking about tomorrow. Clause 18.7 · Chapter 8

Prepayment (voluntary / mandatory)

Repaying early. Voluntary prepayment is the borrower's choice, on a few days' notice, with break costs but no penalty — loans, unlike bonds, are cheap to leave. Mandatory prepayment is forced by events: illegality cancels a lender's share, and a change of control lets each lender demand its money back. Clause 7 · Chapter 7

Pricing

Deal shorthand for the lenders' return as a package: margin, commitment fee, arrangement and other fees taken together. "Where did it price?" asks what the market required to lend. Chapter 6

Primary syndication

The first sale of the loan: after signing, the arranger invites the target list of lenders to take pieces of the deal it structured (and may have underwritten). Once primary syndication closes, later trades happen in the secondary market. Chapter 4

Pro rata sharing

The clause that claws back side-door recoveries: a lender that gets paid outside the Agent channel — by set-off or by suing alone — must hand the excess to the Agent for redistribution, so every lender shares rateably. It is what makes the syndicate a syndicate when things go wrong. Clause 23 · Chapter 11

Q

Quotation Day

The day the benchmark rate is fixed for an interest period — for euro loans, two TARGET Days before the period begins, so everyone knows the rate before the money moves. FA definition · Chapter 6

R

Refinancing

Repaying existing debt with new debt — usually for a better price, a longer life or looser terms. It is how most loans actually end: not repaid out of profits, but replaced. Chapter 1

Repeating Representations

The subset of representations deemed re-made — against the facts as they then stand — at each utilisation request, each drawdown and the start of each interest period. Core legal statements repeat throughout; commercial snapshots are given once at signing. FA definition · Chapter 8

Representations

Statements of fact the obligors make with contractual consequences attached: if one is untrue in a material respect, that is a misrepresentation Event of Default, and untrue repeated representations block new drawdowns. They force the borrower to confirm the picture the lenders priced. Clause 15 · Chapter 8

Reservation of rights

A lender's letter acknowledging a Default while expressly keeping every remedy alive — neither waiving nor (yet) acting. It stops silence or continued dealings being read as acceptance, and buys time to decide. Chapter 10

Revolving credit facility (RCF)

A ceiling rather than a lump sum: the borrower draws, repays and redraws as needed throughout the facility's life — a corporate credit card with a lawyer. Sunrise's €5m Facility B is one, reserved for working capital. FA definition · Chapter 3

Rollover Loan

A new revolver loan drawn on the very day an old one matures, to repay it — how a revolver balance stays outstanding in practice. Rollovers get the softer drawstop test (an actual Event of Default, not any Default), so a technicality cannot suddenly call in the working capital. FA definition · Chapter 7

S

Secondary market

Where loan participations trade after primary syndication — banks managing their balance sheets, funds buying exposure, distressed investors buying trouble. The transfer clause of the facility agreement is its rulebook. Clause 20 · Chapter 12

Security agent

In secured deals, the entity that holds the security package on trust for the whole syndicate, so the security survives lenders coming and going. Sunrise is unsecured and has none — its lenders rely on guarantees and the negative pledge instead. Chapter 13

Several obligations

Each lender is liable for its own share and nobody else's: if one fails to fund, the others need not cover it, and the shortfall is the borrower's problem to chase. The syndicate is a convoy, not a partnership. Clause 2.2 · Chapter 5

Snooze-you-lose

If a lender simply ignores a consent request for ten Business Days, its commitment is left out of the vote count — so amendments cannot die of silence in a large syndicate. An incentive to read your post. Clause 27.3 · Chapter 11

SPA (share purchase agreement)

The contract by which shares in a company are sold. In Sunrise it is the agreement of 14 July 2026 between Meridian Fintech Ventures Limited as seller and Atlas as buyer, under which Atlas pays €42 million for Solaris; the facility agreement calls the same document the Acquisition Agreement. FA definition · Chapter 2 · Chapter 4

Structural subordination

The trap of lending to a holding company: the group's assets sit in subsidiaries, and in an insolvency the subsidiaries' own creditors are paid before anything flows up to the parent's lenders. Guarantees from the operating companies are the standard cure — which is exactly why Sunrise has them. Chapter 13

Sub-participation

A private contract by which a lender sells the economic risk and reward of its participation while remaining the lender of record — the borrower never sees the trade and owes the same bank as before. Useful where consent would be refused or discretion is wanted. Clause 20.4 · Chapter 12

Swingline

A small same-day sub-facility inside a large revolver, for cash needed faster than the normal notice period allows — short-lived borrowings at a premium rate. A feature of big-ticket facilities; Sunrise, at €5m of revolver, has no need of one. Chapter 3

Syndicated loan

One facility, many lenders, one agreement: arrangers put the deal together, each lender takes a slice, and an agent runs the administration so the borrower deals with one counter. It is how amounts too large or too risky for one balance sheet get lent — and the problem the whole syndicated-loan architecture exists to solve. Chapter 1 · Chapter 2

T

Tenor

The life of the loan, from signing to final maturity. Sunrise's tenor is five years — its Termination Date is the fifth anniversary of the agreement. FA definition · Chapter 1

Term loan

A facility drawn once or in a few instalments, repaid to a schedule or in a bullet — and once repaid, gone: no re-borrowing. The shape for acquisitions and other one-off needs; Sunrise's €35m Facility A is one. FA definition · Chapter 3

Term sheet

The deal in miniature, attached to the mandate letter: facilities, amounts, pricing, covenants and the other commercial terms, agreed before full drafting starts. Mostly non-binding, yet it shapes everything that follows — positions conceded here are rarely won back. Chapter 4

Tranche

A slice of a financing with its own terms — amount, margin, maturity, sometimes its own lenders. Sunrise's Facility A and Facility B are in substance two tranches of one €40m package. Chapter 3

Transfer Certificate

The short standard form that makes a novation happen: existing and new lender complete it, the Agent executes it, and on the stated date the new lender is in and the old one released — no gathering of signatures from the whole syndicate. FA definition · Chapter 12

U

Utilisation Request

The notice by which the borrower actually asks for money: which facility, what date, how much, what first interest period — delivered to the Agent three Business Days ahead, and irrevocable once sent. Drafting these is classic junior-lawyer work. Schedule 3 · Chapter 7

W

Waiver

The lenders' formal agreement not to treat a breach as a breach — usually granted by the Majority Lenders, often for a fee, sometimes with tightened terms attached. Most defaults end in a waiver negotiation, not in acceleration. Clause 27 · Chapter 11

Withholding tax / gross-up

Some jurisdictions make a borrower deduct tax at source from interest payments. The gross-up clause puts that cost on the borrower: if a deduction is legally required, the payment is increased so the lender still receives every cent it was promised. Clause 11.2 · Chapter 5

Working capital

The money that funds the everyday cycle of a business — paying suppliers and payroll before customers pay you. It is what revolvers exist for, and what Sunrise's Facility B may fund (the one thing it may not fund is the acquisition price itself). Clause 3.1 · Chapter 3