Advanced Loan Documentation

3 days 7-9 Dec 2016, London United Kingdom £3,350.00 + VAT* Download brochure Add to basket
3 days 27-29 Mar 2017, London United Kingdom £3,350.00 + VAT* Download brochure Add to basket
2 days 5-6 Apr 2017, Dubai UAE £2,750.00 Download brochure Add to basket
2 days 13-14 Jul 2017, Bridgetown Barbados $2,900.00 Download brochure Add to basket
3 days 25-27 Sep 2017, Paris France 4,020.00 + VAT* Download brochure Add to basket
2 days 16-17 Nov 2017, Singapore Singapore $3,850.00 Download brochure Add to basket
3 days 11-13 Dec 2017, London United Kingdom £3,360.00 + VAT* Download brochure Add to basket

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Overview

 

IMPORTANT: This course is a follow-on to the popular M1 - Loan Documentation course. We strongly advise that delegates first attend the M1 - Loan Documentation course unless they are already very familiar with, or experienced in dealing with the loan agreement.

 

 

 

 

This course is the follw on to our ever popular loan documentation training programme that has run for more than ten years. The course will deal with the more structural and commercial side of the loan agreement and will give delegates more opportunities to practice making and responding to comments on the documents.
In three days the course will cover a substantial range of topics including structural issues, contractual support arrangements, key clauses in the loan agreement, the loan agreement in different commercial contexts and legal issues that arise in financing transactions.
The course will consist of a series of lectures and workshops that will provide you with a practical insight into dealing with the documentation of loans. By the end of the course you will be thoroughly familiar with the most important aspects of loan documentation.

How this course will help you

  • Be guided through the essential elements of various loan transactions
  • Appreciate how to avoid the conflict between representations, conditions precedent, undertakings and events of default
  • Gain a thorough understanding of different forms of contractual support and their advantages and disadvantages as compared with claims in debt
  • Discuss a variety of issues and comments on the loan agreement which are commonly raised by borrowers
  • Improve your knowledge of other common financing documents including a contract assignment and a subordination agreement
  • Be able to negotiate key clauses in a financing package
  • Master the important legal issues which commonly arise in a financing transaction including trusts and fiduciary duties
     

Who should attend

This training course is beneficial to:

  • In-house lawyers in banks
  • Bankers concerned with the negotiation of loans
  • Bank executives involved in the documentation of loans
  • Lawyers in private practice who advise clients on loan agreements
  • Corporate counsels

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

Dubai
Sue Wright - Loan Documentation Masterclass
Sue Wright is an English solicitor with over 20 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training for 2 years. She was head of professional development at Herbert Smith and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
Paris
Sue Wright - Loan Documentation Masterclass
Sue Wright is an English solicitor with over 20 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training for 2 years. She was head of professional development at Herbert Smith and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
London
Sue Wright - Loan Documentation Masterclass
Sue Wright is an English solicitor with over 20 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training for 2 years. She was head of professional development at Herbert Smith and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
Bridgetown
Sue Wright - Loan Documentation Masterclass
Sue Wright is an English solicitor with over 20 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training for 2 years. She was head of professional development at Herbert Smith and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
Singapore
Sue Wright - Loan Documentation Masterclass
Sue Wright is an English solicitor with over 20 years experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. She was a partner in the banking department at Norton Rose for 8 years and was responsible for training for 2 years. She was head of professional development at Herbert Smith and is now running an independent legal consultancy specialising in training in international banking transactions and structured finance.

Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.

Venue

London

Hotel in Central London

All  courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Dubai

Dubai Hotel

This programme takes place on a non-residential basis at a central Dubai hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Dubai has an incredible number of hotels. Courses held here are mainly held at the J.W. Marriot hotel, Sheraton Dubai Creek and Le Meridien all in central Dubai.
 
J.W. Marriott Hotel – Abu Baker Al Siddique Road, PO Box 16590, Dubai, U.A.E
Phone +971 4 607 7811; Fax +971 4 607 7011
www.marriott.com
 
At the JW Marriott Dubai you will enjoy luxury on your terms; impeccable service and elegant surroundings allow you to relax and focus on your own agenda. With 344 luxuriously appointed rooms and suites the J.W. Marriott provides an oasis of calm in a busy city while the award-winning restaurants have the recipe for satisfying a taste for international flavour.        
 
Sheraton Dubai Creek – Baniyas Street, PO Box 4250, Dubai, U.A.E
Phone +971 4 228 1111; Fax +971 4 221 3468
www.starwoodhotels.com
 
After undergoing a complete renovation, the Sheraton Dubai Creek Hotel& Towers reopened October 10th, 2002 with a fully refurbished interior and exterior. The 255 room hotel now offers more creek-view rooms, redesigned atrium lobby, outstanding food and beverage facilities, upgraded rooms with state-of-the-art data connectivity, and Dubai's newest conference facilities. 

Le Meridien – PO Box 10001, Airport Road, Dubai, U.A.E
Phone +971 4 282 4040; Fax +971 4 282 5540
www.lemeridien-dubai.com
 
Le Meridien Dubai is a five star deluxe hotel built on two floors and surrounded by 38 acres of landscaped gardens. The hotel is elegantly furnished with a french accent that incorporates the individual character and flair of the local culture. The hotel is minutes away from the commercial districts and shopping centres and a short distance from Dubai International Airport. Facilities include a choice of 15 restaurants and bars, 24-hour room and laundry service, two fully equipped business centres and a state-of-the-art Spa and fitness club.

 
 

Bridgetown

Barbados Hotel

This program takes place on a non-residential basis at a central Bridgetown, Barbados hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the program. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

 


 

Paris

Centrally located hotel in Paris

This programme takes place on a non-residential basis at a hotel in central Paris. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Related Courses

Inhouse

We can bring this course to your company's office.

If you simply want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

We produce learning solutions that are completely unique to your business. Our tailored learning solutions are designed specifically for your organisation’s needs.

We’ll be here to support you every step of the way. From the initial consultancy through to evaluating the success of the full learning experience. We'll ensure you get the maximum return on your training investment.

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Agenda

Agendas are localised, please select your preferred location.

 

Day 1

Review of key loan agreement issues

  • “Relevant companies”
  • Conflict between representations, conditions precedent, undertakings and events of default
  • The Pari Passu clause
  • The negative pledge
  • The cross default clause
  • The material adverse change clause
  • Linking the loan to the borrower’s rating
  • “Material”, “reasonable” worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default

Workshop 1: review clauses from a loan agreement and identify key issues for the borrower.

The loan agreement in different commercial contexts

Comparison of provisions appropriate to a corporate risk, project risk and/or an asset risk

  • Drawdown
  • Financial ratios
  • Undertakings
  • Defaults
  • Additional considerations where the borrower is a special purpose company

Homework preparation for workshop 2

 

Day 2

Workshop 2: review comments from a borrower on a loan agreement and consider the bank’s response.

Review workshop

 

Key legal issues part 1: basic points

  • Types of claim and remedies

 

Key legal issues part 2: governing law and jurisdiction

  • What courts have jurisdiction to deal with disputes in an international context? What law will they apply?

Key legal issues part 3: bank/agent liabilities

Responsibility for misrepresentations

  • For the arranger
  • For a bank selling a participation in the secondary market
  • For the borrower
  • For the lawyers

Exclusion clauses

 

  • How effective are they?

 

Key legal issues part 4: bank/agent liabilities

Other responsibilities of the banks

  • Agents and trustees
  • Fiduciary duties
  • Conflicts of interest

Key legal issues part 5: clawback/unenforceability

  • In what circumstances might obligations be avoided or become unenforceable?
  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contacts

Day 3

Workshop 3: participants will be given a scenario and asked to spot the legal issues.

 

Structural issues

  • Damages and debt – what are the differences?
  • Structural subordination
  • Substitutes for guarantees e.g.
  • Commitments to inject capital
  • Comfort letters
  • Put options, leases, offtake agreements and other contractual support
  • Contract assignments
  • Security on bank accounts
  • Security, title financing and recharacterisation

Workshop 4: participants will review key terms of a contract which a bank is proposing to take as security and identify issues which need to be resolved.

Intercreditor arrangements

  • We will review a number of different intercreditor agreements relevant to different circumstances.

Day 1


Registration and Welcome Coffee

  • Review of Key Loan Agreement Issues
  • “Relevant Companies”
  • Conflict between representations, conditions precedent, undertakings and events of default
  • The pari passu clause
  • The negative pledge
  • The cross default clause
  • The material adverse change clause
  • Linking the loan to the borrower`s rating
  • “material”, “reasonable”  worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default


 

Day  2



Workshop

  • Participants will consider a number of borrower’s comments on the Loan Agreement
  • This exercise will highlight key topics within Representations, Undertakings, Events of Default, and Boilerplate, including
  • Repeated Representations
  • Negative Pledge
  • No Disposals
  • Cross Default
  • Material Adverse Change
  • Transferability


Key Legal Issues

  • Governing law and jurisdiction 
  • What courts have jurisdiction to deal with disputes in an international context? What law will they apply?

Clawback/unenforceability

  • In what circumstances might obligations be avoided or become unenforceable?
  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contracts


Intercreditor arrangements

We will review a number of different intercreditor agreements relevant to different circumstances

End of Course


 

Day 1


Registration and Welcome Coffee

  • Review of Key Loan Agreement Issues
  • “Relevant Companies”
  • Conflict between representations, conditions precedent, undertakings and events of default
  • The pari passu clause
  • The negative pledge
  • The cross default clause
  • The material adverse change clause
  • Linking the loan to the borrower`s rating
  • “material”, “reasonable”  worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default


 

Day  2



Workshop

  • Participants will consider a number of borrower’s comments on the Loan Agreement
  • This exercise will highlight key topics within Representations, Undertakings, Events of Default, and Boilerplate, including
  • Repeated Representations
  • Negative Pledge
  • No Disposals
  • Cross Default
  • Material Adverse Change
  • Transferability


Key Legal Issues

  • Governing law and jurisdiction 
  • What courts have jurisdiction to deal with disputes in an international context? What law will they apply?

Clawback/unenforceability

  • In what circumstances might obligations be avoided or become unenforceable?
  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contracts


Intercreditor arrangements

We will review a number of different intercreditor agreements relevant to different circumstances

End of Course


 

Day 1

Review of key loan agreement issues
  • “Relevant companies”
  • Conflict between representations, conditions precedent, undertakings and events of default
  • The Pari Passu clause
  • The negative pledge
  • The cross default clause
  • The material adverse change clause
  • Linking the loan to the borrower’s rating
  • “Material”, “reasonable” worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default


Workshop 1: review clauses from a loan agreement and identify key issues for the borrower.

The loan agreement in different commercial contexts

Comparison of provisions appropriate to a corporate risk, project risk and/or an asset risk

  • Drawdown
  • Financial ratios
  • Undertakings
  • Defaults
  • Additional considerations where the borrower is a special purpose company
  • Homework preparation for workshop 2

Day 2

Workshop 2: review comments from a borrower on a loan agreement and consider the bank’s response.

Review workshop

Key legal issues part 1: basic points

  • Types of claim and remedies

Key legal issues part 2: governing law and jurisdiction

  • What courts have jurisdiction to deal with disputes in an international context? What law will they apply?

Key legal issues part 3: bank/agent liabilities

Responsibility for misrepresentations

  • For the arranger
  • For a bank selling a participation in the secondary market
  • For the borrower
  • For the lawyers

Exclusion clauses

  • How effective are they?

Key legal issues part 4: bank/agent liabilities

Other responsibilities of the banks

  • Agents and trustees
  • Fiduciary duties
  • Conflicts of interest

Key legal issues part 5: clawback/unenforceability

  • In what circumstances might obligations be avoided or become unenforceable?
  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contacts
Day 3
Workshop 3: participants will be given a scenario and asked to spot the legal issues.

Structural issues

  • Damages and debt – what are the differences?
  • Structural subordination
  • Substitutes for guarantees e.g.
  • Commitments to inject capital
  • Comfort letters
  • Put options, leases, offtake agreements and other contractual support
  • Contract assignments
  • Security on bank accounts
  • Security, title financing and recharacterisation

Workshop 4: participants will review key terms of a contract which a bank is proposing to take as security and identify issues which need to be resolved.

Intercreditor arrangements

We will review a number of different intercreditor agreements relevant to different circumstances.

Day 1


Registration and Welcome Coffee

  • Review of Key Loan Agreement Issues
  • “Relevant Companies”
  • Conflict between representations, conditions precedent, undertakings and events of default
  • The pari passu clause
  • The negative pledge
  • The cross default clause
  • The material adverse change clause
  • Linking the loan to the borrower`s rating
  • “material”, “reasonable”  worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default


 

Day  2



Workshop

  • Participants will consider a number of borrower’s comments on the Loan Agreement
  • This exercise will highlight key topics within Representations, Undertakings, Events of Default, and Boilerplate, including
  • Repeated Representations
  • Negative Pledge
  • No Disposals
  • Cross Default
  • Material Adverse Change
  • Transferability


Key Legal Issues

  • Governing law and jurisdiction 
  • What courts have jurisdiction to deal with disputes in an international context? What law will they apply?

Clawback/unenforceability

  • In what circumstances might obligations be avoided or become unenforceable?
  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contracts


Intercreditor arrangements

We will review a number of different intercreditor agreements relevant to different circumstances

End of Course


 

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