Business Law Monographs, Volume G4--Loan Agreements

Guides counsel to the borrowing corporation through the process of negotiating a loan agreement.
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ISBN: 9780820524191
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Guides counsel to the borrowing corporation through the process of negotiating a loan agreement. All clauses of the typical loan agreement are fully analyzed. Other topics include the commitment to lend, post-closing matters, and the financially distressed borrower.

Business Law Monographs,Loan Agreements, guides counsel to the corporate borrower through the process of negotiating a bank loan agreement.

The first four chapters provide essential background information on alternative financing sources, the legal rules governing loan commitments, the accounting principles that borrower's counsel must be familiar with, and the various categories of loan agreements.

Chapters 5 through 15 guide the reader through each major section of a typical loan agreement. The discussions are illustrated with sample language from loan agreements, and the advantages and risks associated with alternative provisions are explained. The reader is advised as to which provisions typically are subject to negotiation and which provisions are not; where difficulties may be expected, the reader is advised about what compromises might be proposed for accomodating the special needs of the borrower while realistically not challenging the vital interests of the lender. Among the matters addressed in these chapters are loan agreement definitions and their significance, interest rate calculations, conditions, representations, and warranties, affirmative and negative covenants, and events of default.

Chapter 16 deals with ancillary documentation: guarantees, security agreements, subordination agreements, and legal opinions. Chapters 17 and 18 discuss the closing and post-closing matters. Chapter 18A discusses new developments, both statutory and case law, affecting borrowers. Chapter 18B discusses the problems faced by the borrower's attorney when the borrower finds itself in default under the loan agreement due to its financial difficulties and must consider a bankruptcy filing as a means to continue its operations.

The Forms segment contains 18 sample documents, including two checklists and an example of each major category of agreement discussed in the Text. Three documents in the Forms segment may be of special interest to an attorney preparing for a negotiation: a lender's first draft proposal of a loan agreement, a statement of comments and proposed changes from borrower's counsel, and the final compromise agreement, reflecting the results of the negotiation process.

Also available as part of the complete 38-volume set entitled Business Law Monographs.

Table of Contents

Division I TEXT 

Chapter 1 Financing Businesses -- An Overview

Chapter 2 The Commitment to Lend

Chapter 3 Accounting Principles

Chapter 4 Forms of Loan Agreements

Chapter 5 The Format of Loan Agreements

Chapter 6 Definitions

Chapter 7 Loan Terms and Amounts

Chapter 8 Use of Loan Proceeds

Chapter 9 Conditions to Lending

Chapter 10 Representations and Warranties

Chapter 11 Covenants

Chapter 12 Affirmative Covenants

Chapter 13 Negative Covenants

Chapter 14 Events of Default

Chapter 15 Miscellaneous Matters

Chapter 16 Ancillary Documentation

Chapter 17 The Closing

Chapter 18 Post-Closing Matters

Chapter 18A New Developments

Chapter 18B The Financially Distressed Borrower

Chapter 19 Some Last Thoughts

Division II FORMS

Form G4-1 Loan Agreement Checklist

Form G4-2 Loan and Security Agreement

Form G4-3 Negotiation Commentary

Form G4-4 Revised Loan Agreement

Form G4-5 Revolving Credit Note

Form G4-6 Term Note

Form G4-7 Guarantee

Form G4-8 Subordination Agreement

Form G4-9 Equipment Security Agreement

Form G4-10 Pledge Agreement (Securities)

Form G4-11 Securities Account Control Agreement

Form G4-12 Consent to Hypothecation

Form G4-13 Legal Opinion (Lender's Form)

Form G4-14 Legal Opinion (Borrower's Form)

Form G4-15 Certificate of Resolutions Authorizing Borrowing and Incumbency of Officers

Form G4-16 Ancillary Documentation

Form G4-17 Solvency Opinion Letter

Form G4-18 Closing Checklist

Form G4-19 Keep Well Agreement

Form G4-20 Put Agreement

Form G4-21 Junior Participation Certificate