Business Law Monographs, Volume G4--Loan Agreements
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.
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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