Loan Documentation Masterclass

Course overview Attend both modules and save US$1,920. Module 1: International Loan Documentation Module 2: Advanced Loan Documentation 'International 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 - 'International 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 Methodology 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. Who should attend this training course? 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 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 all eligibility criteria being met. FTS claims may only be made for programmes listed on the FTS Programme Directory with the specified validity period. Please refer to www.ibf.org.sg for more information. Please note that this course is only eligible for FTS Funding when registering for all modules.
MODULE 1: INTERNATIONAL LOAN DOCUMENTATION Day 1 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 (part I) 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 Drawdown procedure Interest rate and interest periods Repayment, prepayment and cancellation Payment provisions Representations and warranties Positive and negative covenants Day 2 Workshop: Common terms of the loan market - boilerplate provisions, tax, administrative provisions, and events of default Indemnities Set-off clause Jurisdiction and governing law provision Syndicated loans Relationships between the banks The Agency Clauses Loan transfers Novations Assignments Subparticipations Credit derivatives Due diligence Due diligence issues Where to conduct due diligence Legal opinions Guarantees Vires and directors' duties Vulnerability in insolvency Guarantors' rights Common provisions of a guarantee Workshop: Common expressions used in International Banking (part II) Other security Mortgages, charges and pledges Fixed and floating charges Clawback MODULE 2: ADVANCED LOAN DOCUMENTATION 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 Homework: Prepare for workshop Day 2 The Loan Agreement in different commercial contexts - comparison of provisions appropriate to a corporate risk, project risk and/or an asset riskDrawdown Financial Ratios Undertakings Defaults Additional considerations where the borrower is a special purpose company Workshop: Review comments from a borrower on a Loan Agreement and consider the Bank's response Legal issues Types of claim and remedies Governing law and jurisdiction 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? Other responsibilities of the banks Agents and trustees Fiduciary duties Conflicts of interest 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 Day 3 Workshop: 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 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 Intercreditor arrangements We will review a number of different intercreditor agreements relevant to different circumstances