Commercial Real Estate Loan Documentation, Part 1 & Part 2
September 23 & 24, 2008, 11:00 a.m. to 12:00 p.m. M.T. (60 minutes each day)

Obtaining a commercial loan has become substantially more difficult recently as banks tighten their underwriting standards in reaction to growing defaults and other adverse market trends.  Even if a borrower can get a commitment for a loan, the diligence and documentation process has become more onerous.  This program is a guide to negotiating and drafting the operative agreements of a commercial loan in a difficult credit environment.  On the first day, the program will cover the key financial metrics that creditors need to see in a prospective deal, commitment letters, opinion letters of counsel, and the documentation the borrowers need to bring to the table. On the second day, the program will cover negotiating and drafting the key provisions of the operative agreements – the loan agreement, the promissory note and the security agreement.  This program is essential learning for anyone advising clients on obtaining a commercial loan.

Day 1 program highlights: September 23, 2008:
- Key financial metrics and how they are changing with stricter underwriting standards
- Letters of intent and commitment letters
- Special issues depending on type of borrower – LLCs, corporations, partnerships
- Opinion letters of counsel
- Appraisal and title issues
- Documentation on borrower

Day 2 program highlights: September 24, 2008:
- Framework of loan agreement, promissory note, and security agreement
- Personal guarantees and waivers
- Key economic provisions
- Reps and warranties
- Negotiating tips for borrowers in a difficult borrowing environment

Faculty:

John S. Hollyfield is a partner in the Houston office Fulbright & Jaworski, LLP, where his practices encompasses wide ranging real estate matters, including leasing (landlord and tenant), mortgage lending, real estate development, construction (owner, contractor, lender and architect) and joint venture partnerships.  Mr. Hollyfield formerly served as chair of the American Bar Association Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who's Who in American Law.  He has lectured nationally on real estate topics and has written extensively on the topic, including serving as co-editor of Modern Banking and Lending Forms (4^th Edition), published in 1992 and updated in 1998 by Warren, Gorham & Lamont.  He received his B.B.A. and LL.B. from the University of Texas.

Richard R. Goldberg is a partner in the Philadelphia office of Ballard, Spahr, Andrews & Ingersoll, LLP, where he has an extensive real estate practice, including development, financing, leasing, and acquisition.  Prior to joining Ballard Spahr in 1994, Mr. Goldberg served as Vice President and Associate General Counsel of The Rouse Company for 23 years.  He is past President of the American College of Real Estate Lawyers, Past Chair of the Anglo-American Real Property Institute, Past Chair of the International Council of Shopping Centers Law Conference, and a Fellow of the American College of Mortgage Attorneys. He also is a member of the American Law Institute and has advised the Restatement of Property (Mortgages).  He has written and lectured extensively on real estate issues, including articles on the economics of commercial leasing for lawyers, commercial financing including credit enhancement, and participating financing.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland.