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
**If you register for both Loan Documentation and Advanced Loan Documentation you will recieve a 15% discount upon requesting a invoice for the courses.
MODULE 1: Loan Documentation- Days 1-2
MODULE 2- Day 3
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
- Reasonableness and freedom of contract
Lunch
Workshop
Review Comments from a Borrower on a Loan Agreement and Consider the Bank’s Response
Day 4
The Loan Agreement in Different Commerical Contents
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
Break
Claims, Remedies and Jurisdiction
Different types of claims and remedies - contract,tort, equity, damages, debt
- What courts have jurisdiction to deal with disputes in an international context?
- Which law will apply?
Lunch
Structual Issues
- Structural subordination
- Upstream, downstream and sister guarantees
- Substitutes for guarantees e.g.
- Commitments to inject capital
- Comfort letters
- Put options, leases, off-take agreements and other contractual support
- Contract assignments
- 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 5
Key Legal Issues
In what circumstances might obligations be avoided or become unenforceable?
- Financial assistance
- Ultra vires
- Commercial benefit
- Preferences
- Transactions at an undervalue
- Registration
- Re-characterization
- Penalties
- Administration
- Interference with contracts
- 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 inter-creditor agreements relevant to different circumstances
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The course instructor is a highly experienced banking and finance lawyer with over 15 years experience in advising on a wide range of debt finance transactions.
She 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, She 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 Securitization that utilized loan arrangements within a portfolio of assets to provide the cash flows underlying the securitization. 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, She 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.