This course is the follow on to our ever popular Loan Documentation training programme that has run for more than ten years. The course will deal with the more structural and commercial side of the loan agreement and will give delegates more opportunities to practice making and responding to comments on the documents. In three days the course covers a substantial range of topics including structural issues, contractual support arrangements, key clauses in the loan agreement, the loan agreement in different commercial contexts and legal issues that arise in financing transactions.
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.
WHO SHOULD ATTEND
This training course is beneficial to:
- In-house lawyers in banks
- Bankers concerned with the negotiation of loans
- Bank executives involved in the documentation of loans
- Lawyers in private practice who advise clients on loan agreements
- Corporate counsels
ABOUT THE COURSE
Be guided through the essential elements of various loan transactions
Appreciate how to avoid the conflict between representations, conditions precedent, undertakings and events of default
Gain a thorough understanding of different forms of contractual support and their advantages and disadvantages as compared with claims in debt
Discuss a variety of issues and comments on the loan agreement which are commonly raised by borrowers
Improve your knowledge of other common financing documents including a contract assignment and a subordination agreement
Be able to negotiate key clauses in a financing package
Master the important legal issues which commonly arise in a financing transaction including trusts and fiduciary duties
REVIEW OF KEY LOAN AGREEMENT ISSUES
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?
Subjectivity and control in the context of events of default
Review clauses from a loan agreement and identify key issues for the borrower.
THE LOAN AGREEMENT IN DIFFERENT COMMERCIAL CONTEXTS
Comparison of provisions appropriate to corporate risk, project risk and/or asset risk
HOMEWORK PREPARATION FOR WORKSHOP TWO
Review comments from a borrower on a loan agreement and consider the bank`s response.
KEY LEGAL ISSUES PART 1: BASIC POINTS
- Types of claim and remedies
KEY LEGAL ISSUES PART 2: GOVERNING LAW AND JURISDICTION
- What courts have jurisdiction to deal with disputes in an international context? What law will they apply?
KEY LEGAL ISSUES PART 3: BANK/AGENT LIABILITIES RESPONSIBILITY FOR MISREPRESENTATIONS
- For the arranger
- For a bank selling a participation in the secondary market
- For the borrower
- For the lawyers
KEY LEGAL ISSUES PART 4: BANK/AGENT LIABILITIES OTHER RESPONSIBILITIES OF THE BANKS
- Agents and trustees
- Fiduciary duties
- Conflicts of interest
KEY LEGAL ISSUES PART 5: CLAWBACK/UNENFORCEABILITY
- “In what circumstances might obligations be avoided or become unenforceable?”
- Financial assistance
- Ultra vires
- Commercial benefit
- Transactions at an undervalue
- Interference with contracts
Participants will be given a scenario and asked to spot the legal issues.
Damages and debt – what are the differences?
Substitutes for guarantees e.g.
Commitments to inject capital
Put options, leases, offtake agreements and other contractual support
Security on bank accounts
Security, title financing and recharacterisation
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.
We will review a number of different intercreditor agreements relevant to different circumstances.
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.