Drafting loan documents can be a complex task. This seminar will focus on the legal issues relating to commercial loan documentation, and the interplay of legal and business issues in a commercial loan transaction in a free-flowing question and answer format. The speakers bring to this seminar decades of experience in representing some of the leading lending institutions in the New Jersey market in commercial loan transactions. The presentation and discussion of the topics will give you an in-depth understanding of the loan commitment and due diligence process, the preparation and negotiation of loan documents and the organization of a closing. In addition, the speakers will share their experience to help you anticipate recurring issues in commercial loan transaction and suggest practicable solutions to those problems. An analysis of key loan document provisions, issues relating to collateral and special issues relating to real estate loans will be part of this course.
- Commitment letters
- Personal property and real estate collateral
- The due diligence process
- Loan documents drafting
- Lien priority issues
- The use of swaps in commercial loan transactions
- Opinion letters
- Closing procedures
8:30 a.m. - 8:40 a.m.
I. Overview: Key Elements Of Any Loan
8:40 a.m. - 9:10 a.m.
II. The First Step: Loan Proposals And
A. Preliminary Term Sheets, Non-Binding Proposals And Commitment Letters
B. Issues On Commitment Letters
9:10 a.m. - 9:40 a.m.
III. Understanding UCC (Personal) Property
A. Expectations Regarding Collateral
B. Third Party Issues
C. Start Formulating Your Due Diligence And Lead Time Items
9:40 a.m. - 10:00 a.m.
IV. Understanding Real Property Collateral
A. Expectation Regarding Collateral
B. Ownership Of Real Property
C. Third Party Issues
D. Start Formulating Your Due Diligence And Lead Time Items
10:00 a.m. - 10:10 a.m.
10:10 a.m. -10:40 a.m.
V. The Second Step: Due Diligence Generally
A. Due Diligence Checklist/Perfection Certificate
B. Organizational Documents And Authorizing Resolutions
C. Good Standing Certificates
D. Other Important Documents
E. Lien, Judgment And Tax Searches
10:40 a.m. - 11:30 a.m.
VI. Real Estate Specific Due Diligence
A. Appraisals (Equipment, Real Estate, Other Property)
D. Title Insurance
E. Agreements Affecting Real Estate
G. Construction Lending Documents
11:30 a.m. - 11:50 a.m.
VII. Lien Priority Issues
A. Subordination Agreements
B. Intercreditor Agreements
C. Real Estate Filings For Change In Priority
D. UCC Filings For Change In Priority
11:50 a.m. - 12:00 p.m.
VIII. Questions And Answers
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 2:00 p.m.
IX. The Third Step: The Loan Agreement
A. Preliminary Recitals
B. Essential Clauses
C. Exhibits Or Schedules
D. Special Considerations – Construction Loans
E. Special Considerations – Letter Of Credit Reimbursement Agreements In Private Activity Bond Financing
2:00 p.m. - 2:20 p.m.
X. The Use Of Swaps In Commercial Loan
A. Purpose Of Swap
B. Swap Provided As Lender Issues
C. Swap Provider Not The Lender
2:20 p.m. - 2:50 p.m.
XI. Underlying Loan Documents
A. Debt Evidence
D. Other Sources Of Security
2:50 p.m. - 3:10 p.m.
XII. Issues Related To Guaranties
A. Types Of Guaranties
B. Drafting Consideration
C. Identification Of Guarantors
D. Consideration And Fraudulent Conveyance Issues
3:10 p.m. - 3:20 p.m.
XIII. Participation Agreements
A. Why Use A Participation Agreement?
B. Key Provisions
C. The Relationship Of The Participants
3:20 p.m. - 3:30 p.m.
3:30 p.m. - 3:40 p.m.
XIV. Legal Opinion Of Borrower's Counsel
A. Scope Of Opinion
B. Permissible Qualification
C. ABA Accord
D. Multi-Jurisdiction Issues
3:40 p.m. - 4:10 p.m.
XV. The Fourth Step: The Loan Closing
A. The Closing Checklist
B. The Existing Lender
C. Post Closing Matters
4:10 p.m. - 4:30 p.m.
XVI. Questions And Answers