A sell-down letter is an agreement among lenders that prevents them from breaking ranks and selling their loans without providing the other lenders the opportunity to access the same deal on a pro rata basis. This structure prevents the lenders from falling prey to a "divide and conquer" approach where shoppers set the banks against one another in an auction to the bottom. The sell-down letter is intended to ensure an orderly post-closing syndication and works in conjunction with the fronting letter. The fronting letter typically addresses the allocated portion of the credit facility, while the sell-down letter typically applies to the unallocated portion of the credit facility. The exact details of the arrangement arent known, but sell-down letters typically require that if one bank receives an offer for its loans, it cant accept without giving the other members the right to the same deal on a pro rata basis.