Advanced Loan Documentation

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
3 days 15-17 Nov 2017, Singapore Singapore $4,990.00 Download brochure Add to basket
3 days 11-13 Dec 2017, London United Kingdom £3,350.00 + VAT* Download brochure Add to basket

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Overview

This course represents module 2 of Loan Documentation School (Modular Course).

IMPORTANT: We strongly advise that delegates first attend the 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.

This course will help you

  • Understand 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

  • In-house lawyers in banks and financial institutions
  • Bankers concerned with the negotiation of loans
  • Bank executive involved in the documentation of loans
  • Lawyers in private practice who advise clients on loan agreements
  • Corporate counsel
  • Credit control officers
  • Credit administration officers

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.

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

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.

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.

Related Courses

Inhouse


 

Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company's exact requirements? If you'd like to do either of these, we can bring this course to your company's office. You could even save up to 50% on the cost of sending delegates to a public course.

To find out more about running this course in-house:





Our Tailored Learning Offering

If you 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. We'll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

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We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Agendas are localised, please select your preferred location.

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

SECURITY

Review Homework

SECURITY AND QUASI SECURITY

Different types of security will be considered, including

  • liens
  • pledges
  • charges (fixed and floating);
  • mortgages
  • title as an alternative
  • security on contracts


SECURITY AND QUASI SECURITY (contd.)

GUARANTEES

  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee


DUE DILIGENCE AND WHERE TO DO IT

  • What issues are relevant?
  • Where to conduct due diligence
  • Legal opinions

Day 2

  • 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  3

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.
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