Dates                                                               

16 September 2008
2 December 2008
18 March 2009
6 August 2009
29 October 2009

 Course Overview

Participants will gain an understanding of the key points for consideration in loan and debenture documentation.

The course focuses, from a practical point of view, on the content and terminology of example documents and their intended consequences from the point of view of both borrower and lender.

Important danger areas are highlighted in order that they may be specifically and fully negotiated.

Course Content

Overview
Types of loan
Committed & uncommitted facilities
Overdrafts & term loans
Revolving credit facilities
Syndicated facilities
Administrative agent & security trustee
Objectives of the parties
Term sheet

Structure of a Loan Agreement
Loan Market Association clauses
Operating, monitoring and boilerplate clauses
Conditions of utilisation & drawdown
Margin, LIBOR & mandatory cost
Interest periods & default interest
Commitment & arrangement fees and costs
Representations & warranties
Financial, non-financial and information covenants
Negotiating covenants
Material adverse change (MAC) clauses
Events of default & cross default
Acceleration clauses
Grace periods

Security
Possession & ownership
Mortgages, charges, pledges & liens
Legal & equitable rights
Fixed & floating charges
Permitted security
Assignment
Further assurance
Comfort letters
Guarantees & indemnities

Debentures
Taking security
Covenant to pay
Full & limited title guarantee
Negative pledge
Book debts, IPR, plant & machinery
Crystallisation of floating charge
Enforcement
Administrators & administrative receivers
Enterprise Act 2002

Various hazards
Insolvency
Preferences
Transactions at undervalue
Environmental liability

Reviewing the document
Legal opinions
Lender’s principal concerns
Three stages of protection
Borrower’s principal concerns
Final check before signature