Course dates
Course overview
'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. This course builds on the previous course by looking at the loan agreement in different commercial contexts and at structural issues which commonly arise.
This is module two of the Loan Documentation Masterclass - attend both modules (Module 1: International Loan Documentation) in this session and save US$1,900!
Summary of course content
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Start from pre-contractual issues and explore the key clauses in a loan agreement
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Spot key issues and deal with comments
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Avoid conflicts between representations, conditions precedent, undertakings and events of default
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Review the loan agreement in different commercial situations: project corporate and asset based financings
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Review contractual support arrangements
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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?
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In-house lawyers in banks and financial institutions
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Bankers concerned with the negotiation of loans
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Bank executive involved in the documentation of loans
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Lawyers in private practice who advise clients on loan agreements
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Corporate counsel
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Credit control officers
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Credit administration officers
Supporting publication
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 risk
- Drawdown
- 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
- 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
Hilton Hotel Singapore, Singapore, Singapore
This programme takes place on a non-residential basis at Hilton Hotel Singapore. 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.
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Claire Pointing
Claire Pointing is a highly experienced banking and finance lawyer with over 15 years experience in advising on a wide range of debt finance transactions.
Claire trained and practiced in the Banking and Finance department of Norton Rose where she advised lenders and borrowers on a wide range of complex asset finance and loan arrangements including:
• The merger of the P&O and Stena Line short sea fleet;
• The financing of the voyager of the seas
• Numerous bilateral, club and syndicated loan arrangements.
After a break from the law as a strategy consultant and academic, Claire returned to practice as a partner level Consultant advising on all English law aspects of banking and finance transaction including:
• cross border loan finance arrangements,
• hostile and consensual restructuring of debt finance transactions and
• loan finance arrangements embedded in complex capital markets transactions.
She led the team that structured and delivered the highly innovative Hertz International Securitisation that utilised loan arrangements within a portfolio of assets to provide the cash flows underlying the securitisation. She has also recently advised on both subordinated debt structures and on pan-European secured lending arrangements for the mandated lead arranger. She is noted in the Legal 500 for blending “‘strong interpersonal skills and commerciality”.
In addition to her experience in practice, Claire devotes a significant amount of her time to delivering internal and client focused training on the issues relating to debt finance in the current market. Her experience in strategy consulting and the commercial sector enables her to make complex legal and commercial issues accessible.
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.
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Course dates