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LPC Law Notes Finance and Capital Markets Notes

Conditions Precedent Ws 6 Prep Task Notes

Updated Conditions Precedent Ws 6 Prep Task Notes

Finance and Capital Markets Notes

Finance and Capital Markets

Approximately 204 pages

A collection of the best Capital Markets and Loans* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short, these are what we believe to be the strongest set of Capital Markets and Loans notes available in the UK this year. This collection is...

The following is a more accessible plain text extract of the PDF sample above, taken from our Finance and Capital Markets Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

1. List any documents which you would expect Danton Bank plc (“Danton”) to include as conditions precedent in Part I of Schedule 2 of the Facilities Agreement. Also state who is responsible for producing the doc and why the bank wants it.

The List of the document should be as precise in the level of detail required from certain documents and tailored to the specific facts. LOOK at Points to Note

DOCUMENT REASON BANK WANTS IT

CORPORATE

DOCs

  1. Current memorandum and articles of the borrower and any companies giving guarantees or security;

Make sure Borrower is acting with authority and capacity i.e. not going against constitution. That there is Commercial Benefit

These CPs supportCl 18.4 representation

  1. Board resolution approving the Ts& Cs of the facility agreement and authorising signatories (usually Ds)

  1. List of names of authorised signatories, together with a specimen of their signatures;

  1. G’tor’sSHs res , approving g’tee (if any possible corporate benefit issues associated with it); in case SHs approval is required for transaction (e.g. SPTs or BB of shares, or big loans)

SECURITY

DOCs

  1. Executed security docs, together with any docs of title (e.g., share certificates) which those documents require.

  2. Discharge of security documents

  3. Proof that the any relevant mortgages have been discharged

Proof that the bank has security &

priority for their loan (old security has been discharged)

PROPERTY

DOCs

  1. Certificates of title for any properties, searches, insurance, valuations etc.

Proof that borrower has good title to the secured properties. Helps ensure value is accurate & that there is insurance in place to limit risk.

These CPs supportCl 18.13-15 representations

LEGAL OPINION
  1. The legal opinion of the bank’s solicitors.

  2. The legal opinion of any foreign lawyers (tell them why and exactly what you want)

To confirm the validity of the agreement and the effectiveness of any security
OTHER DOCS & EVIDENCE
  1. Insurance policies (including any ‘Keyman’ insurance)

Bank wants these docs to address/resolve issues that have been discovered through DD

Helps banks see if Co is complying with financial covenants (see Cl 20)

  1. Management accounts

  1. Payment instructions notifying bank where loan monies should be paid

  1. Any consents or licences which are necessary in connection with the purpose of the loan

  1. Copies of other related docs (e.g. fee letters, hedging agreements, inter-creditor, &loan facility executed by all parties

Docs provided by:

  • Borrower’s Sol (most, including searches)

  • Bank’s Sol (para 4)

  • Seller’s Sol (for borrower purchasing buildings)

  • Barboroli& Cosmopolitan (para 2(d))

  • Premier Construction Limited Docs (para 3(k) & n(ii))

  • Accountants (para 5(a))

Task 1

Question 1

  • the Borrower will not be able to draw down the money until the Condition Precedent is satisfied. If it is likely that they will not be able to comply with the Condition Precedent it may be necessary to negotiate the Condition Precedent. It is possible that the bank may waive the condition temporarily or permanently. Of course, the bank may just refuse to sign the agreement.At this stage the bank may also have access to contractual remedies. Moreover, the Co. is likely to have been...

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