Course dates
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IMPORTANT: This course is a follow-on to the popular M1 - Loan Documentation course. We strongly advise that delegates first attend the M1 - Loan Documentation course unless they are already very familiar with, or experienced in dealing with the loan agreement. |
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This course is a 3 or 4 day course (The optional day involves a workshop focused on the loan agreement) |
Course overview:
The follow on to our ever popular loan documentation training programme, this 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 four 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.
How this course will help you:
Develop a greater knowledge and understanding of the following:
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Structural issues and contractual support
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Key issues in the loan agreement
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The loan agreement in different commercial contexts
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Other common financing documents including a contract assignment and a subordination agreement
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Legal issues that arise in financing transactions including trusts and fiduciary duties
Who should attend:
This training course is beneficial to:
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In-house lawyers in banks
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Bankers concerned with the negotiation of loans
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Bank executives involved in the documentation of loans
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Lawyers in private practice who advise clients on loan agreements
- Corporate counsels
Day 1
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
Workshop 1: 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 a corporate risk, project risk and/or an asset risk
Homework preparation for workshop 2
Day 2
Workshop 2: review comments from a borrower on a loan agreement and consider the bank’s response.
Review workshop
Key legal issues part 1: basic points
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
Exclusion clauses
Key legal issues part 4: bank/agent liabilities
Other responsibilities of the banks
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Agents and trustees
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Fiduciary duties
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Conflicts of interest
Key legal issues part 5: clawback/unenforceability
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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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Penalties
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Administration
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Interference with contacts
Day 3
Workshop 3: participants will be given a scenario and asked to spot the legal issues.
Structural issues
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Damages and debt – what are the differences?
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Structural subordination
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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
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Security, title financing and recharacterisation
Workshop 4: 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.
Intercreditor arrangements
- We will review a number of different intercreditor agreements relevant to different circumstances.
- Applicable law
- Conflicts of law in international transactions
- Comparative practice
- The common law approach
- The EEC Convention on the law
applicable to contractual obligations
4.15pm course end
Day 4
Optional Workshop:
The one day workshop is for delegates who have attended the full three day Advanced Loan Documentation course beforehand. It will examine a specimen loan agreement and look at how the agreement may need to be adjusted to match the borrower’s business needs, understanding the lenders’ perspective and how to negotiate effectively. The workshop will be a detailed analysis of areas in the loan agreement which commonly give rise to negotiation and therefore is an essential workshop for all those involved in negotiating loan documentation. It is a highly interactive day and participants will leave the workshop with all the essential tools to do their job with maximum effect having being guided through the details of such a transaction.
Negotiations workshop (optional):
The participants will review borrowers’ comments on a pecimen loan agreement and consider their
acceptability to lenders.
- Aligning the loan agreement to the borrower’s business
- Key issues to watch out for
- Dealing effectively with comments
- Negotiating efficiently
- Understanding the lender perspective
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The course instructor is a solicitor with over 15 years experience in structured finance and capital markets in London and Paris.
She has worked at Norton Rose, Cadwalder and Gide Loyrette Nouel, and has advised on numerous European bond, MTN and commercial paper offerings. She is currently a senior member of the debtXplained team which provides market focused reviews and information on high yield transactions, led by Stephen Mostyn-Williams.
In addition to legal practice she has worked in strategy consulting with LEK Consulting LLP and has carried out research at Oxford University and New York University School of Law. Claire has also completed the corporate finance program at London Business School.
Courses run by this instructor
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The Course Director is an English solicitor with over 20 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 for 2 years. She was head of professional development at Herbert Smith. She has been highly recommended as one of the leading experts in her field by Legal 500 and by Chambers. She is the author of “International Loan Documentation” and is a highly sought after trainer.
Courses run by this instructor
Hotel in Central London, London, United Kingdom
Venue and Accommodation Information
All Euromoney Legal Training events are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds you expectations.
We have selected several venues across Central London, that we are confident meet our strict criteria for quality, service and professionalism. Each venue also offers accommodation for Euromoney Delegates at discounted professional rates.
Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date. Euromoney Legal Training can however recommend the following venues:
The Rembrandt, Knightsbridge
The Rembrandt is a spectacular hotel with the timeless ornate architecture and traditional qualities of an Edwardian building. Located in the exclusive area of Knightsbridge, the hotel was originally built as apartments for Harrods, as such all rooms have an individual shape, giving them each their own special feel. Each of the training rooms have natural daylight and a private lobby area.
For more information visit http://www.sarova.com/rembrandt or call +44 (0)20 7589 8100
Millennium Knightsbridge
The four-star deluxe Millennium Hotel London Knightsbridge is situated in the heart of one of the best shopping areas of London. Of all the hotels in Knightsbridge, this Millennium Hotel is amongst one of the most contemporary and stylish Knightsbridge hotels in the area. This Knightsbridge hotel has excellent transport links - only a short walk from Knightsbridge underground station on the Piccadilly line and just 40 minutes from London Heathrow Airport via the underground.
For more information visit www.millenniumhotels.co.uk/millenniumknightsbridge or call +44 (0)20 7235 4377
Crowne Plaza, Kensington
The stylish Crowne Plaza London-Kensington hotel is a short walk from Victorian shopping, royal parks and London's epic museums. All the training rooms are fed with natural daylight with lunch or coffee breaks taking place on their attractive garden terrace.
For more information visit http://www.ichotelsgroup.com/crowneplaza/hotels/us/en/london/lonke/hoteldetail or call +44 (0)20 7373 2222
London Marriott Hotel, Kensington
Located close to Central London in the heart of Kensington, the London Marriott Kensington is perfectly situated for the best shopping and tourist attractions.
For more information visit http://www.marriott.co.uk/hotels/travel/lonlm-london-marriott-hotel-kensington
The Regency Hotel, Kensington
The hotel is conveniently located for all major transport links, such as London’s Heathrow, Gatwick and Stanstead airports, all major London train stations, and is a short walk from the nearest tube station (South Kensington, Piccadilly Line).
For more information visit www.londonregency.com or call +44 (0) 207 373 7878
Radisson Edwardian, Central London
The Radisson Edwardian offers a wide range of venues and accommodation across Central London, including such famous London areas as Covent Garden, Leicester Square and Mayfair. Each location offers 4-star accommodation and training facilities.
For more information visit www.radissonedwardian.com or call +44 (0)800 37 44 11
Euromoney Legal Training has also appointed approved and independent booking agencies to help you find the best location for you to stay during your time in London:
Venue Search UK
All the delegates have to do is telephone +44 (0)20 8541 5656 or email beds@venuesearch.co.uk and say that they are a Euromoney delegate!
Zibrant
Zibrant offer a huge range of hotels across London and can find you accommodation as close to your training venue as possible. They will ensure that you receive preferential rates as a Euromoney delegate. Go to www.zibrant.co.uk/euromoney for more details. Alternatively you can email your enquiry to euromoney@zibrant.co.uk or call +44 (0) 1332 285 521.
Euromoney Legal Training strongly recommends that you do not book your accommodation until you have received full course confirmation.
If you require any further information, please contact us:
Euromoney Legal Training
Nestor House
Playhouse Yard
London
EC4V 5EX
United Kingdom
Tel: +44 (0) 207 779 8601
Fax: +44 (0) 207 779 8599
legaltraining@euromoneytraining.com
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