Course dates
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:
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Be guided through the essential elements of various loan transactions
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Learn how to negotiate representations, covenants and events of default from both a lender's and borrower's perspective
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Improve your knowledge of interbank markets and basic administrative provisions
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Become familiar with the standard 'boilerplate' provisions
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Understand the concept of due diligence
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Master common banking expressions
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Consider the loan agreement in different commercial context: corporate risk, project risk and asset risk
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Discuss a variety of issues and comments on the loan agreement which are commonly raised by borrowers
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Improve your knowledge of put options, leases, off take agreements and other contractual support
MODULE 1: Loan Documentation- Days 1-2
MODULE 2- Day Three
REVIEW OF KEY LOAN
AGREEMENT ISSUES
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“Relevant Companies”
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Conflict between representations, conditions precedent, undertakings and events of default
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The pari passu clause
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The negative pledge
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The cross default clause
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The material adverse change clause
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Linking the loan to the borrower’s rating
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“material”, “reasonable” worth the debate?
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Grace periods
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Prepayment events
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Subjectivity and control in the context of events of default
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Reasonableness and freedom of contract
Lunch
WORKSHOP
Review comments from a borrower on a loan agreement and consider the bank’s response
Day Four
THE LOAN AGREEMENT IN DIFFERENT COMMERCIAL CONTEXTS
Comparison of provisions appropriate to a corporate risk, project risk and/or an asset risk.
Break
CLAIMS, REMEDIES AND JURISDICTION
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Different types of claims and remedies - contract,tort, equity, damages, debt
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What courts have jurisdiction to deal with disputes in an international context?
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Which law will apply?
Lunch
STRUCTURAL ISSUES
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Structural subordination
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Upstream, downstream and sister guarantees
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Substitutes for guarantees e.g.
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Commitments to inject capital
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Comfort letters
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Put options, leases, offtake agreements and other contractual support
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Contract assignments
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Security on bank accounts
Break
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 Five
KEY LEGAL ISSUES
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In what circumstances might obligations be avoided or become unenforceable?
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Financial assistance
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Ultra vires
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Commercial benefit
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Preferences
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Transactions at an undervalue
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Registration
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Recharacterization
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Penalties
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Administration
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Interference with contracts
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What are the banks’ responsibilities? – Agents, trustees, fiduciary duties and conflicts of interest
Lunch
WORKSHOP
Participants will be given a scenario and will spot the legal issues.
Break
INTERCREDITOR ARRANGEMENTS
We will review a number of different intercreditor agreements relevant to different circumstances.
Miami Hotel, Miami, United States
This program takes place on a non-residential basis at a Chicago 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 Euromoney Training programmes on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.
New York Hotel, New York, United States
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 Euromoney Training programmes on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.
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Sue Wright
Sue is a solicitor with over 20 years' experience in international banking transactions, including syndicated loans, subordinated debt, structured finance and tax driven transactions. Sue was a partner in the banking department at Norton Rose for 8 years and was responsible for training banking assistants in Norton Rose for 2 years. Sue has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. Sue was head of Professional Development at Herbert Smith and is now running an independent training consultancy specialising in training in international banking transactions and structured finance.
Courses run by this instructor
Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.
Course dates