CONFERENCE DAY 1
CONFERENCE DAY 2

Law Of Secured Lending

• Location of filings
  • Location of debtor rules
• Collateral descriptions
• Importance of legal names
• Foreclosure rules

Form & Exhibits Provided
	Ratification Letter UCC Filing Chart Model Administrative Rules

What Is Collateral All About?

• Why is it better to have collateral?
• What does a security agreement accomplish? How does it relate to the loan agreement?
• Why are forms UCC-1 required? Is there a substitute?
• Perfection rules - non-UCC; possession

Does Anybody Know What the Basic Deal Is?

• Secured or unsecured?
• Committed? Discretionary? Demand? All three (Heaven forbid)?
• Does a borrowing base help?
  
  

Commitment Letters - When? Why? How?

• Why a Commitment Letter should not be used; what it does not do
• How to turbo charge a Commitment Letter; how to get more than you give
• You will never lose out of pocket expenses or lose a deal, if you do this right

Forms Provided
	Commitment Letter Proposal Letter

Replacing The Existing Lender - Everyone Does It Wrong

• Problems with taking assignment of existing filings
• The risk of being unperfected

Forms & Exhibit Provided
	Assignment of Secured Loan Misrepresentation in Takeout of Lender Takeout Letter; Pro-Incoming Lender Takeout Letter; Pro-Outgoing Lender

Consider This Before Drafting The Loan Agreement (Preliminary Steps)

• Corporate status (or other "identity") searches
• Individuals - unchartered waters
• What you learn and what you don't from lien searches
• How to discover Federal Tax Liens and how to avoid ever being primed - key supplemental provisions will be provided
• Title to equipment
• Use of Form 8821
• What to make of filed termination statements
• Filing on inventory is a filing on accounts
• Trade name issues

Winning Or Losing With Lien Priority

• How to enjoy life as a subordinate secured creditor
• Make sure you get "extra money" on sales by senior secured parties
• Learn about marshaling; it is a potent right for junior secured creditors which no one knows about
• Secret liens - what they are and how to find them
• Negative pledge - how to keep junior liens away
• How to beat purchase-money priority issues
• What's the real scoop on Federal Tax Liens, and how to beat them
• Any problems with State Tax Liens?
• Intercreditor Agreement
  • What are the key provisions?
  • How does this compare with a debt subordination?
  • Is lien subordination enough?

Forms Provided
	Intercreditor Agreement Notice to Senior Secured Parties - AVAILABLE NOWHERE ELSE The "Ideal" Collateral Description for forms UCC-1; not only are you perfected, but you prevent others from being so IRS "Non-Subordination Letter" which works better than a subordination Consent to Junior Lien

What Does The Loan Agreement Mean?

• Why have covenants? Are they useless?
• How to enhance a Loan Agreement without loosing a deal
• How to protect yourself from being sued by former borrowers; easy drafting steps
• Learn creative revenue enhancing provisions which separate your agreement from the competition, earn more without increasing risk.

Form & Exhibt Provided
	Provisions to Turbo Charge your Credit Agreements State "Assignment of Claims Act" Data

• Landlords - What you need and how to get it
  • Recordable Form
  • Don't get more than you need
• Insurance issues - how to get a free casualty policy that money cannot buy
• What is the difference between "loss payee", "lenders loss payable endorsements" and "additional insured".  Bet you don't get it right
• Business Interruption Insurance

Analysis And Negotiation Of Misunderstood Forms

• Participation Agreement - What are the points to negotiate?
  • "Lender Democracy"
  • Standard care for leads
  • How much income goes to participant?
  • Why are they used?
  • Use of Last Out Participation
  • Priority issues with lender to lead
• Debt Subordination
• Letters of Credit

Form Provided
	Participation Agreement

Guarantee Issues

• Death of a guarantor
• Validity guaranties - There is never a need to lend with "guaranty protection" even without a guaranty
• Enforcement issues
• Reg B

Form Provided
	Validity Guaranty

Common Documentation Errors

• Form of entity
• Subordination of lien - UCC filing is wrong
• Posting closing changes
  • Change in name
  • Change in form of entity
   

The Hidden Issues In Perfection Of Security Interests In Exotic Collateral

• Life insurance - most folks get this wrong
• Marketable Securities
• Deposit Accounts
• Letters of Credit