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Anatomy of a Loan Agreement: Defined Terms, Affirmative/Negative Covenants, Events of Default, Reps and Warranties

Syndicated Loans and the Administrative Agent

An encore presentation with Live Q&A.

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Wednesday, January 10, 2024

Recorded event now available

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This CLE webinar will provide a section-by-section analysis of the terms and conditions contained in a commercial loan agreement. The panel discussion will include various types of loan facilities including term loans, revolving credit facilities, and syndicated transactions.

Description

The loan agreement is the central document in a commercial finance transaction. Loan agreements vary in length and complexity depending on the borrower, the lender(s), and the nature of credit, but there are terms and provisions that are common to most transactions. Counsel should have a thorough understanding of these and how they might vary depending on the transaction.

Clear and thorough definitions are a fundamental aspect of the loan agreement. They include components of the interest rate (and default rate) and the indebtedness, EBIDTA, material adverse change, permitted investments, and change of control, among other definitions. Because they appear throughout the document, a separate schedule containing all of the defined terms is recommended.

Loan agreements must thoroughly describe conditions of disbursement, terms of payment and prepayment, representations and warranties, affirmative and negative covenants of the borrower, events of default and remedies, and more. Syndicated loans should include various provisions regarding the rights and responsibilities of the administrative agent and the participating lenders.

Listen as our authoritative panel reviews the key sections of a loan agreement and best practices in preparing a loan agreement for various types of transactions.

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Outline

  1. Introduction: syndicated vs. bilateral loans
  2. Certain definitions
  3. Revolving credit and swingline loan facilities
  4. Term loans
  5. Interest rates
  6. Payments; taxes; yield maintenance
  7. Representations and warranties
  8. Conditions of lending and issuance of letters of credit
  9. Affirmative covenants
  10. Negative covenants
  11. Defaults
  12. The administrative agent
  13. Miscellaneous provisions
  14. Schedules
  15. Exhibits

Benefits

The panel will review these and other important issues:

  • What definitions are critical in the preparation and interpretation of a loan agreement?
  • How do loan disbursement conditions vary depending on the type of commercial loan?
  • What kinds of affirmative and negative covenants are included in most loan transactions?
  • What additonal obligations are placed on borrowers and lenders in a syndicated deal?

An encore presentation featuring Live Q&A.

Faculty

Hughes, Lindsey
Lindsey Hughes

Counsel
Haynes and Boone

Ms. Hughes represents some of the world’s largest financial institutions in connection with the structuring,...  |  Read More

Monier, Nick
Nick Monier

Partner
Haynes and Boone

Mr. Monier represents financial institutions and borrowers in commercial loan transactions. He has represented agents,...  |  Read More

Simmons, Erin
Erin Simmons

Partner
Haynes and Boone

Ms. Simmons has a broad lending practice representing banks, financial institutions, businesses, and private...  |  Read More

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