Structuring Agent and Co-Lender Agreements in Multi-Lender Deals: Balancing Differing Rights and Obligations

Navigating Rights of Agents, Exculpatory Clauses, and Information Sharing in Syndicated and Club Transactions

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


Conducted on Wednesday, September 2, 2015

Recorded event now available

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Program Materials

This CLE webinar will discuss typical clauses in a syndicated loan agreement and provide best practices for lenders and agents to structure and negotiate loan agreement provisions to protect their rights and interests and avoid being disadvantaged in a multi-lender transaction that goes south.

Description

Multi-lender agreements in syndicated loan facilities usually contain broad exculpatory provisions protecting the agent. Co-lenders are often left without recourse to recover damages when the agent does not act in a prudent manner, and proving gross negligence or willful misconduct of the agent is a tall task.  

A common struggle between agents and co-lenders occurs when the borrower is in default and the agents and co-lenders disagree on how to proceed. If the loan documents do not expressly require the agent to comply with the instructions from the co-lenders, the agent is free to ignore the wishes of the lenders.

Events of the last few years demand heightened attention to defaulting lender provisions of credit agreements. As the financial shock of the past several years clearly demonstrates, minimizing the risks of a defaulting lender is critical in drafting credit agreements.

Listen as our authoritative panel of finance practitioners discusses typical clauses in a syndicated loan agreement and provides best practices for lenders and agents to structure and negotiate loan agreements to balance their respective rights and obligations.

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Outline

  1. Responsibilities of agents
  2. Exculpatory provisions and case law
  3. Agent’s rights
  4. Defaulting lender
  5. Defaulting borrower

Benefits

The panel will review these and other key questions:

  • What are typical exculpatory clauses that limit the liability of the agent and what case law is there addressing the agent’s liability to co-lenders?
  • What disclosures about the borrower, the terms of the loan and borrower defaults must the agent provide to co-lenders?
  • What provisions should be added to syndicated loan agreements to provide maximum protection and flexibility to agents and co-lenders?
  • How can the definitions of “defaulting lender” and “impacted lender” affect the remedies of co-lenders against defaulting lenders?

Faculty

Alison R. Manzer
Alison R. Manzer

Partner
Cassels Brock & Blackwell

Ms. Manzer’s more than 35 year legal practice encompasses a broad range of experience in the financial services...  |  Read More

Schulwolf, James
James C. Schulwolf

Partner
Shipman & Goodwin

Mr. Schulwolf represents senior and mezzanine lenders, venture capital investors (including SBIC’s), private...  |  Read More

Wurst, Jeffrey
Jeffrey A. Wurst

Partner
Ruskin Moscou Faltischek

Mr. Wurst is the chairman of the firm’s Financial Services, Banking, & Bankruptcy Department. He has...  |  Read More

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