Loan Documentation School (Modular Course)

5 days 13-17 Nov 2017, Singapore Singapore $6,800.00 Download brochure Add to basket

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“It gives you a thorough understanding of the fundamentals of international loan documentation”
Head, Rizal Commercial Banking Corporation

“Well structured and clear. Excellent trainer!”
VP, BNP Paribas Singapore

This course is made up of two separately bookable modules: 

Module 1: Loan Documentation (Day 1-2)
Module 2: Advanced Loan Documentation (Day 3-5)

'Loan Documentation' is an intensive course that covers 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. Delegates 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.

'Advanced Loan Documentation' builds on the content of the first module - 'Loan Documentation' and it focuses on the practical interactive workshops on the key issues and on detailed comments on the agreement. The course is highly interactive, giving participants a more detailed understanding of the loan documentation in practice. It builds on the previous module by looking at the loan agreement in different commercial contexts and at structural issues which commonly arise.

Summary of course content

  • Start from pre-contractual issues and explore the key clauses in a loan agreement
  • Spot key issues and deal with comments
  • Avoid conflicts between representations, conditions precedent, undertakings and
    events of default
  • Review the loan agreement in different commercial situations: Project corporate
    and asset based financings
  • Review contractual support arrangements
  • Examine common intercreditor arrangements


This course is both practical and interactive. It has been designed to be immediately relevant to lawyers and bankers involved in loan documentation. Through a series of formal lectures, group discussions and workshops, delegates will cover all aspects of loan transactions, concentrating particularly on the agreement itself.

FTS Eligible

This programme is approved for listing on the Financial Training Scheme (FTS) Programme Directory and is eligible for FTS claims subject to all eligibility criteria being met.

Please note that in no way does this represent an endorsement of the quality of the training provider and programme. Participants are advised to assess the suitability of the programme and its relevance to participants’ business activities or job roles.

The FTS is available to eligible entities, at a 50% funding level of programme fees, subject to a cap of $2,000/participant/programme and all eligibility criteria being met. FTS claims may only be made for programmes listed on the FTS Programme Directory with specified validity period. Please refer to for more information.

Please note that this course is only eligible for FTS Funding when registering for all modules.


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.

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.



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.

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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.


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.



Module 1


Day 1


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


  • 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


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


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


Typical covenants and events of default will be discussed, including

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




  • 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

Module 2

Day 3


Review Homework


Different types of security will be considered, including

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



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


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


Day 4

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  5


  • 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?


  • 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


Why us

We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

  • 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.
  • Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
  • Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
  • Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
  • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product