Professional Course
4.0 (5 Reviews)

Loan Documentation School

Euromoney Learning, In London (+2 locations)
3 days
6,095 GBP
Next course start
23 October, 2023 See details
3 days
6,095 GBP
Next course start
23 October, 2023 See details
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Course description

Loan Documentation School

'Loan Documentation' is a three day intensive course which covers the documentary aspects of a loan transaction, concentrating particularly on the loan agreement itself. The course will provide a clause-by-clause analysis of the loan agreement, highlighting the commercial issues which they give rise to. You will be taken step-by-step through the documentation, from the early stages of offer letters, through to administrative provisions, representations, undertakings, defaults, transfer provisions, guarantees and security By attending this course, you will fully understand the commercial implications of the loan documentation and the key issues to watch out for

Upcoming start dates

1 start date available

23 October, 2023

  • Classroom
  • Hong Kong

Training content

Day 1


  • 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?

Risk free rates and LIBOR transition

This session will involve consideration of risk free rates and the transition from LIBOR

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


  • Participants 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 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.

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

Participants 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


Calculate the likely recoveries of different classes of creditors in a winding up

Key features of a security document

Workshop – application of funds clauses

Impact of security on the documentation and on the transaction process

Different types of security will be considered, including:

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


  • 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

Day 4

Review of Key Loan Agreement Issues

  • “Relevant Companies”
  • Default, Events of Default and remediable Events of Default
  • 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
  • “material”, “reasonable” worth the debate?
  • Grace periods
  • Prepayment events
  • Subjectivity and control in the context of events of default
  • Comparison of asset finance, corporate finance and project finance based loan agreements

Day 5


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?


In what circumstances might obligations be avoided or become unenforceable?

  • Financial assistance
  • Ultra vires
  • Commercial benefit
  • Preferences
  • Transactions at an undervalue
  • Registration
  • Penalties
  • Administration
  • Interference with contracts
  • The role of the legal opinion
  • Subordinated debt and subordinated security
  • Different methods of subordination of debt
  • The issues to be addressed by an intercreditor agreement


Course fee

  • London - £ 5295 + VAT
  • Paris - £ 5295 + VAT
  • Hong Kong (in China) - £ 6095 + VAT

Certification / Credits

You will:

  • Recognise the legal nature of a letter of commitment
  • Understand the structure of the documentation and how the various provisions interlink
  • Learn how to spot the key commercial issues quickly
  • Become familiar with the interest rate, increased costs and withholding tax provisions and the regulatory issues which help to shape them
  • Appreciate the significant issues in the representations, repeating representations, undertakings and events of default from both a lender’s and borrower’s perspective
  • Become familiar with the structure of security documentation and the importance of the application of funds clauses
  • Learn what legal opinions do and do not do and their role in the due diligence process

Why choose Euromoney Learning?

4.6/5 rating on course check for service

60,000 professionals trained across public courses

80+ countries where training is delivered


Average rating 4

Based on 5 reviews.
Write a review!
Timo, Schwarz Dienstleistung
11 Mar 2019

The organisation of the course was perfect. Small group with high learning potential and enough time for questions.

Leila, KazMunayGas Trading
23 Jan 2019

It was very informative, presenter was very knowledgeable and offered valuable information and tips.

Laetitia, Total Solar
19 Oct 2018

The Euromoney Learning team was reactive and the training was useful.

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