Main Street Lending Program Forms and Agreements Main Street Lending Program Forms and Agreements

Please note: On Friday, July 17, the Federal Reserve Board authorized the establishment of the Nonprofit Organization New Loan Facility (NONLF) and the Nonprofit Organization Expanded Loan Facility (NOELF). As of July 31, the forms and agreements below reflect this expansion. However, the Main Street Lending Program is not yet accepting the submission of NONLF or NOELF Loans for purchase of a participation interest. To stay up to date on the Main Street Lending Program, sign up to receive email alerts whenever new information is available.

The Federal Reserve has established the Main Street Lending Program (Program) to support lending to small and medium-sized businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic. The Program operates through five facilities: the Main Street New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), the Main Street Expanded Loan Facility (MSELF), the NONLF, and the NOELF.

The necessary legal forms and agreements for eligible borrowers and eligible lenders to participate in the MSNLF, MSELF, MSPLF, NONLF, and NOELF can be found below. Instructions for Lender Required Documentation (July 31, 2020), MSNLF, MSPLF and MSELF (for-profit facilities) Frequently Asked Questions (FAQs) (July 31, 2020), and NONLF and NOELF (nonprofit facilities) FAQs (August 6, 2020) provide more information regarding eligibility and conditions.

Lender Registration Documents:

  • Lender Registration Certifications and Covenants (July 31, 2020): This document must be signed and submitted by the eligible lender at the time of its registration with the Main Street SPV. It must be signed by both the eligible lender’s CEO and CFO (or officers performing similar functions). If the Main Street SPV already accepted this form from an eligible lender in the context of the lender’s registration for the MSNLF, MSPLF, and MSELF, the lender is not required to re-submit or re-register in order to lend under the NONLF or NOELF.
  • Lender Wire Instructions (May 27, 2020): Eligible lenders must complete and submit this document providing wire instructions for the bank account into which the Main Street SPV will transfer the purchase amount, servicing fees, and any other payments related to MSNLF, MSPLF, MSELF, NONLF, or NOELF transactions.

Documents Required at the Time a Loan Participation is Sold to the Main Street SPV:

The Forms and Agreements required at the time a loan participation is sold to the Main Street SPV were updated as needed on July 31, 2020, to incorporate the NONLF and NOELF, simplify certain form and agreement fields, and accommodate multi-borrower loans. The Main Street SPV is not yet accepting NONLF, NOELF, or multi-borrower loans, but will announce when such loans can be submitted and processed.

  • Loan Participation Agreement: This agreement comes in two parts: Transaction Specific Terms and Standard Terms and Conditions.
    • Loan Participation Agreement Transaction Specific Terms (July 31, 2020): The eligible lender must complete, sign, and submit the Transaction Specific Terms in order to effect the sale of a loan participation to the Main Street SPV. This agreement is auto-populated in the Main Street Lender Portal (which is using this version as of July 31, 2020), as described in the Instructions for Lender Required Documentation.
    • Loan Participation Agreement Standard Terms and Conditions (July 31, 2020): This document sets out the terms and conditions for all Main Street loan participations and is incorporated into the Transaction Specific Terms. This document will continue to be available on this webpage. Eligible lenders do not need to submit a copy of this document when selling a loan participation to the Main Street SPV.
  • Servicing Agreement (July 31, 2020): The eligible lender must complete, sign, and submit the Servicing Agreement at the time a loan participation is sold to the Main Street SPV. This agreement is auto-populated in the Main Street Lender Portal (which is using this version as July 31, 2020), as described in the Instructions for Lender Required Documentation.
  • Assignment-in-Blank (.docx version) (July 31, 2020): An Assignment-in-Blank must be completed, signed, and submitted by the eligible lender to the Main Street SPV at the time a loan participation is sold to the Main Street SPV. The eligible borrower must also sign this document. Eligible lenders should reference the specific instructions set forth in the Instructions for Lender Required Documentation to determine how to properly complete this agreement. Note that for loans made on credit agreement forms that contain customary syndicated loan facility provisions, including agency, assignment, voting, sharing and other multi-lender provisions, the Assignment-in-Blank that must be submitted to the Main Street SPV is not the form provided here. Instead, the form would be specified in the credit agreement.
    • Lenders should complete required form fields and should not make any other modifications or deletions to the form of the Assignment-in-Blank.
    • We encourage Eligible Lenders and Eligible Borrowers to use the July 31, 2020 version of this document. However, the Main Street SPV will continue to accept the July 11, 2020 version of this document through August 14, 2020, in order to provide for a transition period.
  • Co-Lender Agreement: This agreement comes in two parts: Transaction Specific Terms and Standard and Terms and Conditions. Note that this document is not required for loans made on credit agreement forms that contain customary syndicated loan facility provisions, including agency, assignment, voting, sharing and other multi-lender provisions.
    • Co-Lender Agreement Transaction Specific Terms (.docx version) (July 31, 2020): The eligible lender must complete, sign, and submit the Transaction Specific Terms at the time a loan participation is sold to the Main Street SPV. The eligible borrower must also sign this document. Eligible lenders should reference instructions set forth in the Instructions for Lender Required Documentation to determine how to properly complete this agreement before uploading to the Portal.
      • Lenders should complete required form fields and should not make any other modifications or deletions to the form of the Co-Lender Agreement Transaction Specific Terms.
      • We encourage Eligible Lenders and Eligible Borrowers to use the July 31, 2020 version of this document. However, the Main Street SPV will continue to accept the July 11, 2020 version of this document through August 14, 2020, in order to provide for a transition period.
    • Co-Lender Agreement Standard Terms and Conditions (July 31, 2020): This document sets out the terms and conditions for the Co-Lender Agreement and is incorporated into the Transaction Specific Terms. This document will continue to be available on this webpage. Eligible lenders do not need to submit a copy of this document when selling a loan participation to the Main Street SPV.
  • Facility Transaction Specific Lender Certifications and Covenants: The eligible lender must submit one of these documents in relation to each loan participated to the Main Street SPV. The document must be signed by an authorized officer of the eligible lender. These agreements are auto- populated in the Main Street Lender Portal, as described in the Instructions for Lender Required Documentation. These documents vary by Main Street Facility:
  • Facility Borrower Certifications and Covenants: The CEO and CFO (or officers performing similar functions) of the eligible borrower must sign one of these documents for each loan participated to the Main Street SPV. The eligible lender must submit this document at the time a loan participation in the eligible borrower’s loan is sold to the Main Street SPV. Eligible borrowers should reference the instructions set forth in the Instructions for Lender Required Documentation to determine how to properly complete this agreement before uploading to the Portal. Borrowers should complete required form fields and should not make any other modifications or deletions to the form of the Borrower Certifications and Covenants. These documents vary by Main Street Facility:
  • Loan Document Checklist:
    • MSNLF, MSPLF, and MSELF Loan Document Checklist: Appendix A to the Main Street (for-profit) FAQs (July 31, 2020) sets out a checklist of items that must be included in the loan documentation for MSNLF, MSPLF, and MSELF loans originated by eligible lenders to eligible borrowers.
    • NONLF and NOELF Loan Document Checklist: Appendix A to the Nonprofit Organization FAQs (July 31, 2020) sets out a checklist of items that must be included in loan documentation for NONLF and NOELF loans originated by eligible lenders to eligible borrowers.

Legal Documents

Historical Versions of Main Street Forms, Agreements and Other Documents
These documents are no longer in use for new loans and loan participations, but may have been used for existing loans and loan participations and are otherwise provided for convenience and reference only.

Note that the June 11, 2020 versions of the Co-Lender Agreement Transaction Specific Terms (which reference the June 11, 2020 version of the Co-Lender Agreement Standard Terms and Conditions), and the Assignment-in-Blank will continue to be accepted by the Main Street SPV through August 14, 2020.
Main Street Lending Program Instructions for Lender Required Documentation
Lender Registration Certifications and Covenants
Lender Wire Instructions
  • No previous versions
Participation Agreement Transaction Specific Terms
Participation Agreement Standard Terms and Conditions
Servicing Agreement
Assignment-in-Blank
Co-Lender Agreement Transaction Specific Terms
Co-Lender Agreement Standard Terms and Conditions
MSNLF Lender Transaction Specific Certifications and Covenants
MSPLF Lender Transaction Specific Certifications and Covenants
MSELF Lender Transaction Specific Certifications and Covenants
NONLF Lender Transaction Specific Certifications and Covenants
  • No previous versions
NOELF Lender Transaction Specific Certifications and Covenants
  • No previous versions
MSNLF Borrower Certifications and Covenants
MSPLF Borrower Certifications and Covenants
MSELF Borrower Certifications and Covenants
NONLF Borrower Certifications and Covenants
  • No previous versions
NOELF Borrower Certifications and Covenants
  • No previous versions
Main Street FAQs
Nonprofit Organization FAQs