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Loan Documentation School (Modular Course)
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“It gives you a thorough understanding of the fundamentals of international loan documentation”
Head, Rizal Commercial Banking Corporation
“Well structured and clear. Excellent trainer!”
VP, BNP Paribas Singapore
The Loan Documentation School (Modular) is made up of two separately bookable modules:
Module 1: Loan Documentation (Day 1-3)
Module 2: Advanced Loan Documentation (Day 4-5)
Loan Documentation is an intensive course that covers all aspects of a loan transaction, concentrating particularly on the agreement itself and on the legal implications of a properly drafted and incorrectly drafted document. Delegates will be taken step-by-step through the process of documenting a loan, from the early stages of pre-contractual issues, letters of commitment and written offers, through to administrative provisions, representations, covenants, defaults, transfer provisions, guarantees and the
eventuality of insolvency.
Advanced Loan Documentation builds on the content of the first module - '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. It builds on the previous module by looking at the loan agreement in different commercial contexts and at structural issues which commonly arise.
Summary of course content
- Start from pre-contractual issues and explore the key clauses in a loan agreement
- Spot key issues and deal with comments
- Avoid conflicts between representations, conditions precedent, undertakings and
- events of default
- Review the loan agreement in different commercial situations: Project corporate
- and asset based financings
- Review contractual support arrangements
- 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.
All participants on our Loan Documentation training courses will receive a complimentary copy of “The Handbook of International Loan Documentation”, written by our expert faculty, Sue Wright. ISBN 978-1-137-46758-4
Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
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Module 1 - Loan Documentation
Day 1
Introduction
INTRODUCTION: The most common structures of loan transactions
- Single banks and syndicated loan
- Term loans and revolving credit facilities
- Single currency and multi-currency facilities
- Loan and guarantee facilities
- Secured and unsecured facilities
Pre Contractual IssuesTERM SHEET:
- What issues should it address
- How much detail should it contain
- Is it intended to create a legally binding commitment
LIBOR funding and broken funding costs
This session will involve consideration of how the Eurocurrency interbank markets work and the consequences in the documentation in terms of
- Interest rates and interest periods
- Broken funding costs (and profits)
- Default interest
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 some 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.
Homework briefing
As homework, participants will review a specimen loan agreement t identify conflicts between different provisions
Day 2
Repeated representations
We will review the homework; the impact of repeating representations; and the interrelations between different parts of the document, both in a term loan and in a revolving credit
COVENANTS AND EVENT
Typical covenants and events of default will be discussed, including
- Purpose
- Financial covenants
- Cross default
- Material Adverse Change
- “Default”
GLOSSARY OF TERMS
BOILERPLATE PROVISIONS AND LOAN TRANSFERS- Set-off clause
- Indemnities
- Agency clause
- Pro rata sharing clause
- Loan transfers
- Novations
- Assignments
- Sub participations
- Derivatives
Homework Exercise - Calculate the likely recoveries of different classes of creditors in a winding up
Day 3
SECURITY
Review Homework
SECURITY AND QUASI SECURITY
Different types of security will be considered, including- liens
- pledges
- charges (fixed and floating);
- mortgages
- title as an alternative
- security on contracts
GUARANTEES
- Commercial benefit and transactions at an undervalue
- Common provisions of a guarantee
- What issues are relevant?
- Where to conduct due diligence
- Legal opinions
Module 2 - Advanced Loan Documentation
Day 4
Registration and Welcome Coffee- 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
Day 5
Workshop- Participants will consider a number of borrower’s comments on the Loan Agreement
- This exercise will highlight key topics within Representations, Undertakings, Events of Default, and Boilerplate, including
- Repeated Representations
- Negative Pledge
- No Disposals
- Cross Default
- Material Adverse Change
- Transferability
Key Legal Issues- Governing law and jurisdiction
- What courts have jurisdiction to deal with disputes in an international context? What law will they apply?
Clawback/unenforceability- In what circumstances might obligations be avoided or become unenforceable?
- Financial assistance
- Ultra vires
- Commercial benefit
- Preferences
- Transactions at an undervalue
- Registration
- Penalties
- Administration
Intercreditor arrangements
We will review a number of different intercreditor agreements relevant to different circumstances
End of Course -
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
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We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
Instructor
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Sue Wright
Biography
Sue Wright is a solicitor with over 18 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 assistants at Norton Rose for 2 years. Sue has been highly recommended as one of the leading experts in her field by the Legal 500 and by Chambers.She was the Head of Professional Development at Herbert Smith and is now running an independent training consultancy, specialising in international banking.
