Comprehensive course analysis
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
About the course
The course studies the structural and commercial side of the loan agreement
This course, in it's two day format, forms Module 2 of the Loan Documentation School
This module takes place over two short (5 hours) days and builds on Module 1 - our ever popular “Loan Documentation” program. This module gives delegates the opportunity to debate some of the key clauses in the loan agreement (and discussed in Module 1) in a highly practical workshop. For this purpose delegates will be expected to have a working knowledge of the key clauses and issues listed in the section on prerequisites
The course also looks at how the commercial context will affect the documentation - focussing in particular on project and asset finance. Finally, it also covers the other documents in a loan financing package – the security, intercreditor arrangements and legal opinions and the issues which those documents address.
*This course will help you *
- Consolidate your understanding of the commercially important points in the documentation package
- Appreciate the linkage between different documents in the financing package
- Master the important legal issues which commonly arise in a financing transaction including what can go wrong, where, and how to minimise the risks of this happening
- Improve your understanding of intercreditor agreements and of the different types of subordination
- Understand the key features of asset and project based loans and
- Understand the impact of security on the documentation and on the transaction process
Delegates will need to have a working knowledge of the following topics. These topics will either not be covered at all on this course, or, where they are discussed, the discussion will be at a detailed level, requiring participants to already understand the basics. If you are unfamiliar with any of these please attend the “Loan Documentation” course first
- Title financing (or quasi security)
- Default (as opposed to Event of Default)
- “continuing” Events of Default
- LIBOR discontinuation and replacement
- Witholding tax and the gross up clause
- The role of the representations and repeating representations
- Negative pledge
- Pari passu
- Cross default
- Material adverse change clause
- The role of the Agent in a syndicated loan
- Methods of transferring loans
- Reservation of rights letters
The Loan Agreement in different contexts - 1.5 hours
- Group or individual borrower?
- Lending to spe
- Structural subordination
Corporate, project and asset finance
Loan Agreement Workshop 2.5 hours
- Review borrower’s comments on a loan agreement and decide on lender’s response
- Review workshop
Intercreditor issues - 1.5 hours
- Subordinated debt and subordinated security
- Different methods of subordination of debt
- The issues to be addressed by an intercreditor agreement
- Review clauses from an intercreditor agreement
Security - 1.5 hours
- application of funds clauses
- Impact on documents and transaction
- Types of security
Due diligence and legal opinions - 1 hour
In what circumstances might obligations be avoided or become unenforceable?
- Financial assistance
- Ultra vires
- Commercial benefit
- Transactions at an undervalue
- Interference with contacts
What law applies ?
Types of legal opinion.
Sue Wright is a solicitor with over 18 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 ass...
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