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Financial markets are changing continually and new borrowing instruments are being developed. It is vital for those involved in borrowing and financial management to keep their knowledge and skills up to date. For many developing countries, the need to develop and broaden their financial market is a vital step in strengthening both the public and private financial sector. This course, intended for lawyers and non-lawyers, starts by explaining in laypersons terminology the importance of structuring, negotiating and drafting international contracts and loan agreements. It then takes a set of contracts – from bilateral, multilateral and commercial transactions – and explains their structure and key clauses. Special emphasis is placed on how teams of negotiators should negotiate and draft specific clauses of contracts and loan agreements. Best practice examples are also provided all along this course.

  Course Information
Registration Status: OPEN
Deadline for Enrollment: when slots are full
Course Dates: October 25 to December 17, 2010
Estimated learning time: Minimum of 35 hours
Format: Online/Internet-based (asynchronous)
Language of Instruction: English
Fees: US $ 400/-
Helpline: UNITAR Geneva (Course Administration and Technical Questions)
  Course Goals  
The specific objectives of this e-Learning course are :

(a) To impart knowledge on mechanics of loan agreements in order to assist loan negotiators and borrowers in particular appreciate the implications of the commitment assumed.

(b) To introduce the varied clauses of the loan agreement and their purposes and implications in an agreement showing that only by careful negotiation can the development aspirations of a borrower from such agreements be realized.

(c) To demonstrate that knowledge of basic clauses and the anatomy of the loan agreement is key to successful debt management as a matter of law and contract rather than politics.

(d) To afford participants the opportunity to enjoy the benefits of e-learning on mechanics of loan agreements using basic clauses and examples which accommodate participant-paced training methods and is adaptive to the peculiarity of participants.

At the end of the course it is expected that participants would have on a general note imbibed more skills and knowledge in negotiating international loan agreements. More specifically, each lesson is designed to impart specific skill and knowledge as indicated at the beginning of each lesson. Finally, each lesson ends with some exercises designed to test understanding and assess the performance of the participant.


1. Prospective applicants to this course may be from the public, private or the not for profit sectors of the economy of developing or developed economies. In terms of professional background they could be currently engaged in or be aspiring to practice in external debt management field as lawyer, economist, accountant, administrator, statistician or administrator.

2. Applicants may be employed by a federal or state government or local council or a public enterprise or government owned corporation or parastatals.

3. Applicants may be policy makers, senior, middle or young public servants engaged in debt management or likely to be so engaged.

4. Must be computer literate and able to use the Internet.

5. Must have access to a personal computer (PC) and internet facilities to facilitate the on-line training.

6. Must have the ability, willingness and opportunity to devote at least 40 hours over a six to eight week period in order to complete the course

7. Must be ready and willing to undertake assignments, e-exercises, and possibly interactive sessions during the course.


Lesson 1 - Basic Principles of Public Finance
Lesson 2 - Desirability of government borrowing
Lesson 3 - Sources of External Borrowing
Lesson 4 - The Euro Loan Agreement/Sovereigns Playing the Market

Lesson 5 - Parties, Offer and Acceptance
Lesson 6 - Purpose, Definitions and Nature of Obligations (Clauses 1 -4)
Lesson 7 - Conditions Precedent, Interest, Taxes and Increased Costs (Clauses 5-12)

Lesson 8 - Illegality, Representations and Warranties, Covenants (Clauses 13-15)
Lesson 9 - Events of Default (Clause 16)
Lesson 10 - Default and Indemnity, Set Off, Redistribution, Fees and Expenses (Clause 17 - 22)

Lesson 11- The Agent and the Banks, Assignment and Transfer (Clause 23 - 27)
Lesson 12 - Calculations, Notices, Law and Jurisdiction (Clause 28 - 34

Lesson 13 - The World Bank in Brief
Lesson 14 - Application, Definition, Loan Account, Commitment and Interest (Articles I - III)
Lesson 15 - Currency, Withdrawal, Cancellation and Suspension (Articles IV - VI

Lesson 16 - Acceleration of Maturity, taxes, Negative Pledge, Co-operation and Information/Project Implementation (Articles VII - IX)
Lesson 17 - Enforceability, Governing Law, Dispute Resolution, Notices and Effective Date/Effectiveness (Articles X - XII)


This course is designed as an online course in which participants will be primarily responsible for their own learning. Each lesson will consist of the following components:

1) Basic Reading Materials (Compulsory Reading Materials): these materials are intended to educate the participants about the basic concepts and principles applicable to the subject-matter of the lesson. It will include, where appropriate, sample materials. These materials will constitute the required reading materials for the lesson

2) Advanced Reading Materials (Optional Reading Materials): this will consist of optional reading materials for participants who wish to learn more about the topic than what is covered in the lesson.

3) External Links: This will refer the interested participants to additional books, articles, documents, and websites that deal with the issues raised in the lesson.

4) Glossary: A glossary of terms tailored to the online course will be provided to the participants and act as a learning support during the entire course.

5) Quizzes: At the end of each lesson there will be a set of quizzes for participants to answer. These quizzes are designed to test the participant's understanding of the lesson. Participants are required to pass each quiz and obtain at least 80% or more passing grade in order to be eligible for a certificate. All quizzes will need to be taken online.

6) Community Discussion Board: There will be a community discussion board available on which participants can post questions or comments that can be seen by the instructor and the other participants. This discussion board will be moderated by the course director and UNITAR. Structured discussion strings will be posted on a weekly basis.

All successful participants will be eligible to a certificate after completion of this online course.


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