Loan Documentation

3 days 29-31 Jan 2018, London United Kingdom £3,395.00 + VAT* Download brochure Add to basket
3 days 15-17 Apr 2018, Dubai UAE £3,395.00 Download brochure Add to basket
3 days 2-4 May 2018, Paris France 3,995.00 + VAT* Download brochure Add to basket
3 days 25-27 Jun 2018, London United Kingdom £3,395.00 + VAT* Download brochure Add to basket
3 days 9-11 Jul 2018, New York United States $4,495.00 Download brochure Add to basket
3 days 17-19 Sep 2018, London United Kingdom £3,395.00 + VAT* Download brochure Add to basket
3 days 12-14 Nov 2018, Singapore Singapore $4,495.00 Download brochure Add to basket
3 days 5-7 Dec 2018, Paris France 3,995.00 + VAT* Download brochure Add to basket

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Overview

"Excellent training which has improved my knowledge of the documentation, given the context of clauses and taught me how to think ‘like a lawyer’." - Past Attendee, Scotiabank

"It’s amazing how you make it possible to learn so much within just a few days." - Past Attendee, National Savings & Credit Bank Zambia

 
This course represents module 1 of
Loan Documentation School (Modular Course).

This three-day intensive course will cover all aspects of a loan transaction, concentrating particularly on the agreement itself and on the legal implications of a properly drafted and incorrectly drafted document. The course will provide a clause-by-clause analysis of loan documents, including standing 'boilerplate' provisions and a workshop on common banking expressions.

You will be taken step-by-step through the process of documenting a loan, from the early stages of pre-contractual issues, letters of commitment and written offers, through to administrative provisions, representations, covenants, defaults, transfer provisions, guarantees and the eventuality of insolvency.

By attending this course, you will fully understand the legal implications of a properly drafted and incorrectly drafted document.  

You will:

  • Be guided through the essential elements of various loan transactions
  • Learn how to negotiate representations, covenants and events of default from both a lender’s and borrower’s perspective
  • Gain a thorough understanding of the real value of security
  • Recognise pre-contractual issues and the legal nature of a letter of commitment
  • Improve your knowledge of interbank markets and basic administrative provisions
  • Become familiar with the standard ‘boilerplate’ provisions
  • Understand the concept of due diligence
  • Be able to deal with the transfer of loan obligations
  • Master common banking expressions

 

"It enabled me to better understand the LMA and its clauses. I would recommend it." - Past Attendee, Danske Bank

 

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.

Dubai
Claire Pointing
The course instructor is a highly experienced banking and finance lawyer with over 15 years experience in advising on a wide range of debt finance transactions. 

She trained and practiced in the Banking and Finance department of Norton Rose where she advised lenders and borrowers on a wide range of complex asset finance and loan arrangements including:
• The merger of the P&O and Stena Line short sea fleet;
• The financing of the voyager of the seas
• Numerous bilateral, club and syndicated loan arrangements.

After a break from the law as a strategy consultant and academic, She returned to practice as a partner level Consultant advising on all English law aspects of banking and finance transaction including:
• cross border loan finance arrangements,
• hostile and consensual restructuring of debt finance transactions and
• loan finance arrangements embedded in complex capital markets transactions.

She led the team that structured and delivered the highly innovative Hertz International Securitization that utilized loan arrangements within a portfolio of assets to provide the cash flows underlying the securitization. She has also recently advised on both subordinated debt structures and on pan-European secured lending arrangements for the mandated lead arranger. She is noted in the Legal 500 for blending “‘strong interpersonal skills and commerciality”.

In addition to her experience in practice, She devotes a significant amount of her time to delivering internal and client focused training on the issues relating to debt finance in the current market. Her experience in strategy consulting and the commercial sector enables her to make complex legal and commercial issues accessible.
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.
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.
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.
New York
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.

 
 

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.

New York

New York Hotel

This program takes place on a non-residential basis at a New York 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.

As with all programmes on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.

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


 

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.

inhouse-learn-more

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



Introduction

  • The most common structures of loan transactions
  • Single banks and syndicated loans
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities


Pre-Contractual Issues

  • What issues should it address?
  • How much detail should it contain?
  • Is it intended to create a binding legal commitment?


Workshop: Libor Funding and Broken Funding Costs

This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of:

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest


Withholding Tax

Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation.


Overview and Administrative Provisions

This session will involve an overview of the loan agreement and how it is structured to protect the lender, and an examination of the "mechanical" provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown.

  • Drawdown procedures
  • Repayment and prepayment


Representations


Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.

Homework Exercise: As homework, participants will consider whether certain activities are prohibited by the loan documentation; and if so; which provisions are relevant.






Day 2



Repeated Representations

We will review the homework, the impact of repeating representations, and the interrelations between different parts of the document, both in a term loan and in a revolving credit.


Covenants and Events of Default

Typical covenants and events of default will be discussed, including:

  • Purpose
  • Financial covenants
  • Cross default
  • Material adverse change
  • 'Default'

Glossary of Terms


'Boilerplate' Provisions and Loan Transfers

Typical covenants and events of default will be discussed, including:

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro-rata sharing clause
  • Loan transfers
  • Novations
  • Assignments
  • Sub participations
  • Derivatives

Homework Exercise: Calculate the likely recoveries of different classes of creditors in a winding up.





Day 3






Review of Homework Exercise


Security and Quasi Security


Different types of security will be considered, including:

  • Liens
  • Pledges
  • Charges (fixed and floating)
  • Mortgages
  • Title as an alternative
  • We will also consider the different insolvency regimes in the UK and the circumstances in which security may be set aside (or enforcement restricted) under English law.

Guarantees

The important provisions of a typical guarantee will be examined as will:

  • The important provisions of a typical guarantee will be examined as will:
  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee


Due Diligence

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

 

Day 1

Introduction

  • The most common structures of loan transactions
  • Single banks and syndicated loans
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities

Pre-Contractual Issues

  • What issues should it address?
  • How much detail should it contain?
  • Is it intended to create a binding legal commitment?

Workshop: Libor Funding and Broken Funding Costs

This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of:

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest

Withholding Tax

Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation.

Overview and Administrative Provisions

This session will involve an overview of the loan agreement and how it is structured to protect the lender, and an examination of the "mechanical" provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown.

  • Drawdown procedures
  • Repayment and prepayment

Representations

  • Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.

Homework Exercise

As homework, participants will consider whether certain activities are prohibited by the loan documentation; and if so; which provisions are relevant.

Day 2

Repeated Representations

We will review the homework, the impact of repeating representations, and the interrelations between different parts of the document, both in a term loan and in a revolving credit.

Covenants and Events of Default

Typical covenants and events of default will be discussed, including:

  • Purpose
  • Financial covenants
  • Cross default
  • Material adverse change
  • “Default”

Glossary of Terms

'Boilerplate' Provisions and Loan Transfers

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro-rata sharing clause
  • Loan transfers
  • Novations
  • Assignments
  • Sub participations
  • Derivatives

Homework Exercise

  • Calculate the likely recoveries of different classes of creditors in a winding up.

Day 3

Review of Homework Exercise

Security and Quasi Security

Different types of security will be considered, including:

  • Liens
  • Pledges
  • Charges (fixed and floating)
  • Mortgages
  • Title as an alternative

We will also consider the different insolvency regimes in the UK and the circumstances in which security may be set aside (or enforcement restricted) under English law.

Guarantees

  • The important provisions of a typical guarantee will be examined as will:
  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee

Due Diligence

  • What issues are relevent?
  • Where to conduct due diligence
  • Legal opinions
Day 1



Introduction

  • The most common structures of loan transactions
  • Single banks and syndicated loans
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities


Pre-Contractual Issues

  • What issues should it address?
  • How much detail should it contain?
  • Is it intended to create a binding legal commitment?


Workshop: Libor Funding and Broken Funding Costs

This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of:

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest


Withholding Tax

Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation.


Overview and Administrative Provisions

This session will involve an overview of the loan agreement and how it is structured to protect the lender, and an examination of the "mechanical" provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown.

  • Drawdown procedures
  • Repayment and prepayment


Representations


Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.

Homework Exercise: As homework, participants will consider whether certain activities are prohibited by the loan documentation; and if so; which provisions are relevant.






Day 2



Repeated Representations

We will review the homework, the impact of repeating representations, and the interrelations between different parts of the document, both in a term loan and in a revolving credit.


Covenants and Events of Default

Typical covenants and events of default will be discussed, including:

  • Purpose
  • Financial covenants
  • Cross default
  • Material adverse change
  • 'Default'

Glossary of Terms


'Boilerplate' Provisions and Loan Transfers

Typical covenants and events of default will be discussed, including:

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro-rata sharing clause
  • Loan transfers
  • Novations
  • Assignments
  • Sub participations
  • Derivatives

Homework Exercise: Calculate the likely recoveries of different classes of creditors in a winding up.





Day 3






Review of Homework Exercise


Security and Quasi Security


Different types of security will be considered, including:

  • Liens
  • Pledges
  • Charges (fixed and floating)
  • Mortgages
  • Title as an alternative
  • We will also consider the different insolvency regimes in the UK and the circumstances in which security may be set aside (or enforcement restricted) under English law.

Guarantees

The important provisions of a typical guarantee will be examined as will:

  • The important provisions of a typical guarantee will be examined as will:
  • Commercial benefit and transactions at an undervalue
  • Common provisions of a guarantee


Due Diligence

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

 

Day 1

 
Introduction: The Most Common Structures of Loan Transactions

  • Single banks and syndicated loans
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities

 
Workshop:
Common expressions used in international banking 
 
Term Sheet

  • What issues should it address
  • How much detail should it contain
  • Is it intended to create a legally binding commitment

 
Interbank Markets

  • Interest period and interest rates
  • Match funding
  • Broken funding costs

 
Loan Agreement Overview

  • Structure of the document
  • Principal concerns

 
Workshop:
Common terms of the loan agreement – administrative provisions 

  • Drawdown procedure
  • Interest rate and interest periods
  • Repayment, prepayment and cancellation
  • Payment provisions

 
Workshop:
Common terms of the loan agreement cotinued

 
 

Day 2

  
Loan Transfers

  • Novations
  • Assignments
  • Guarantees
  • Underwriting

 
Syndicated Loans

  • Relationships between the banks
  • The agency clauses
  • The boilerplate clauses 

 
Due Diligence

  • Due diligence issues
  • Where to conduct due diligence 
  • Legal opinions


Guarantees

  • Vires and directors duties
  • Vulnerability in insolvency
  • Guarantors rights

 
Guarantees

  • Review LMA form

 
Workshop:
Common expressions used in international banking
 
Other security

  • Mortgages, charges and pledges
  • Fixed and floating charges
  • Clawback

 
Close of Course

Day 1


Introduction

INTRODUCTION: The most common structures of loan transactions

  • Single banks and syndicated loan
  • Term loans and revolving credit facilities
  • Single currency and multi-currency facilities
  • Loan and guarantee facilities
  • Secured and unsecured facilities

Pre Contractual Issues

TERM SHEET:

  • What issues should it address
  • How much detail should it contain
  • Is it intended to create a legally binding commitment



LIBOR funding and broken funding costs


This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of

  • Interest rates and interest periods
  • Broken funding costs (and profits)
  • Default interest


Withholding tax

Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation


OVERVIEW AND ADMINISTRATIVE PROVISIONS

This session will involve an overview of the Loan Agreement and how it is structured to protect the Lender, and an examination of some of the “mechanical” provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown

  • Drawdown procedures
  • Repayment and prepayment


REPRESENTATIONS

Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.

Homework briefing

As homework, participants will review a specimen loan agreement t identify conflicts between different provisions

Day 2


Repeated representations

We will review the homework; the impact of repeating representations; and the interrelations between different parts of the document, both in a term loan and in a revolving credit


COVENANTS AND EVENT

Typical covenants and events of default will be discussed, including

  • Purpose
  • Financial covenants
  • Cross default
  • Material Adverse Change
  • “Default”

COVENANTS AND EVENTS OF DEFAULT (contd.)

GLOSSARY OF TERMS

BOILERPLATE PROVISIONS AND LOAN TRANSFERS

  • Set-off clause
  • Indemnities
  • Agency clause
  • Pro rata sharing clause
  • Loan transfers
    - Novations
    - Assignments
    - Sub participations
    - Derivatives

Homework Exercise -  Calculate the likely recoveries of different classes of creditors in a winding up

 

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  • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
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