Advanced Loan Documentation

"The course was very well presented, picked my interest from the start to the end. It was a great review of the practical aspects and issues surrounding loan documentation. The course instructor made the course extremely interesting and easy to follow" Attorney, Chancery Chambers The first module of this course will take you step-by- step through the loan documents including written offers, administrative provisions, representations, ovenants, default, due diligence and different kinds of financial support. The course will look at these issues from the perspective of English law and will include a comparison between the wording of English and US loan agreements. The second module will build on the first, with more opportunities to apply the topics covered in practice. It will also deal with some more difficult issues such as cross-border and intercreditor issues, contractual alternatives to guarantees and a comparison between corporate, asset, and project based loan agreements. 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 Learn how to negotiate representations, covenants and events of default from both a lender's and borrower's perspective Improve your knowledge of interbank markets and basic administrative provisions Become familiar with the standard 'boilerplate' provisions Understand the concept of due diligence Master common banking expressions Consider the loan agreement in different commercial context: corporate risk, project risk and asset risk Discuss a variety of issues and comments on the loan agreement which are commonly raised by borrowers Improve your knowledge of put options, leases, off take agreements and other contractual support **If you register for both Loan Documentation and Advanced Loan Documentation you will recieve a 15% discount upon requesting a invoice for the courses.
Day 3 Review of Key Loans 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 Reasonableness and freedom of contract Workshop: Review Comments from a Borrower on a Loan Agreement and Consider the Bank’s Response Day 4 The Loan Agreement in Different Commerical Texts 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 Claims, Remedies, Jurisdiction Different types of claims and remedies - contract,tort, equity, damages, debt What courts have jurisdiction to deal with disputes in an international context? Which law will apply? Structural Issues Structural subordination Upstream, downstream and sister guarantees 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 Workshop: 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 Day 5 Key Legal Issues In What Circumstances might Obligations be Avoided or become Unenforceable? Financial assistance Ultra vires Commercial benefit Preferences Transactions at an undervalue Registration Recharacterization Penalties Administration Interference with contracts What are the banks’ responsibilities? – Agents, trustees, fiduciary duties and conflicts of interest Workshop: Participants will be given a scenario and will spot the legal issues InterCreditor Arrangements We will review a number of different intercreditor agreements relevant to different circumstances