Day 1


Introduction

• The most common structures of loan transactions
• Single banks and syndicated loans
• Term loans and revolving credit facilities
• Single currency and multi-currency facilities
• Loan and guarantee facilities
• Secured and unsecured facilities

Pre-Contractual Issues

• What issues should it address?
• How much detail should it contain?
• Is it intended to create a binding legal commitment?

Documenting risk free rates
This session will involve consideration of the documentation issues arising from use of risk free rates

Withholding Tax
Here we will look at withholding tax, double taxation treaties, and the consequences for the loan documentation.

Overview and Administrative Provisions
This session will involve an overview of the loan agreement and how it is structured to protect the lender, and an examination of the "mechanical" provisions of a typical loan agreement, such as the payments clause and the procedures to be followed on drawdown.

• Drawdown procedures
• Repayment and prepayment

Representations

• Delegates will consider the purpose of the representations. Typical representations will be considered, including common comments from either side.

Day 2

Repeated Representations
We will review the impact of repeating representations, and the interrelations between different parts of the document, both in a term loan and in a revolving credit.

Undertakings and Events of Default
Typical undertakings and events of default will be discussed, including:

• Financial covenants
• Pari passu
• Negative pledge
• Sanctions
• Cross default
• Material adverse change
• “Default”

Glossary of Terms
Delegates discuss the meanings of common terms used in this field

'Boilerplate' Provisions and Loan Transfers

• Set-off clause
• Indemnities
• Agency clause
• Pro-rata sharing clause
• Loan transfers
• Novations
• Assignments
• Sub participations
• Credit Derivatives

Day 3

Workshop
Delegates will review a set of negotiated Events of Default and identify the commercially important issues addressed during the negotiations

Workshop
Calculate the likely recoveries of different classes of creditors in a winding up. This workshop sets the scene for the discussions on security and insolvency

Impact of security on the documents and on the transaction process
We will discuss the structure of the security documents and the importance of the application of funds clauses. This session will include a workshop on the application of funds clauses

We will also discuss associated assets, conditions precedent and conditions subsequent

Different types of security will be considered, including:

• Liens
• Pledges
• Charges (fixed and floating)
• Mortgages
• Title as an alternative.

Insolvency clawback
This session will highlight the insolvency issues which might affect the security such as transactions at an undervalue and preferences

Guarantees

• The important provisions of a typical guarantee will be examined as will:
• Commercial benefit and transactions at an undervalue
• Common provisions of a guarantee
• Similar instruments such as indemnities, standby letters of credit and advance payment bonds

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