Session 1:

The importance of documentation

• The purpose of documentation

• Legal framework - Legally binding contracts

• Relationship between term sheet and credit agreement

• Requirement to accurately reflect the agreed commercial terms

Session 2:

Types of Agreements & reference documents

• Term loans, revolving credits, committed/uncommitted, multicurrency

• Acquisition finance

• Letter of Credit facilities & UCP 600. Guarantees & ICC 458

• Syndicated loans. Loan Market Association standardized documentation

Session 3:

Other Essential Supporting Documentation

• Ultra Vires/intra Vires

• Know Your Customer (KYC) and Money Laundering rules

• Verification certificates

Session 4:

Clauses reflecting commercial terms

• Pricing. Margin, commitment fee, Arrangement fee

• Purpose

• Repayment

• Security

• Governing Law, Jurisdiction

Session 5:

‘Protection’ Clauses

• Conditions precedent

• Representations and warranties

• Positive and negative undertakings (financial & non-financial)

• Covenants

• Cross default/cross acceleration

• Material Adverse Change/Material Adverse Effect

• Amendments & waivers

• Events of default

Session 6:

Covenant setting – credit considerations

• Analysis of differing economic and competitive environments

• Review of main covenant areas

• Gearing

• Leverage

• Interest/fixed charges cover ratios

• Asset coverage ratios – LTV, margin loans

• Setting appropriate covenants for borrower’s credit profile

Session 7:

Other noteworthy clauses

• Illegality

• Change of control

• Market Disruption

• Tax gross up

• Increased cost

Session 8:

Syndicated Loans

• Role of Arranger, Book runner and Agent

• Majority definition

• Transfers, novation and sub participation. The Secondary loan market

Session 9:

Security

• Different types of security

• Fixed/floating charge

• Cross/upstream guarantees

• Letters of Comfort

• Perfecting security

• Priority ranking and inter creditor issues

Course Close