8:30 – 9:00 a.m.
CHECK-IN & CONTINENTAL BREAKFAST 

9:00 – 9:05 a.m.
WELCOME & INTRODUCTION

9:05 – 10:05 a.m.
Credit Agreement Fundamentals: Understanding the Core Loan Documents and Key Provisions
Well-written documents form the backbone of a commercial lending transaction. Our course co-chairs will help you:

• Identify the core loan documents and understand how they work together
• Review key credit agreement provisions, including representations, covenants, conditions precedent, and events of default
• Understand critical negotiation points
• And more!

– Levi J. Smith & Travis R. Panneck (Course Co-Chairs)

10:05 – 10:50 a.m.
Credit Decisions and Underwriting: Key Factors Banks Evaluate Before They Lend
Go inside the lending process to understand how lenders evaluate a prospective borrower and structure a commercial loan.

• Learn what information bankers review when evaluating a borrower and a proposed transaction
• Understand how cash flow, collateral, leverage, management, and industry risk affect the credit decision
• See how underwriting decisions influence loan structure, pricing, guarantees, and covenants
• And more!

– Tess Baier & Maxwell Larsen

10:50 – 11:05 a.m.
BREAK

11:05 – 11:50 a.m.
The Numbers Behind the Loan: Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) and Financial Covenants
Lenders use EBITDA and other financial measures to set, test, and enforce financial covenants in commercial loans.  But bankers, CPAs, and lawyers come at these issues from different angles. This panel puts them all together and will help you:

• Learn how bankers, CPAs, and lawyers approach EBITDA and financial covenants
• Understand what EBITDA measures and why it matters
• Explore how the manner in which EBITDA and other terms are defined can determine covenant compliance
• And more!

– Catherine M. LaGrange, Rachel A. Peters & Angela K. Trocke

11:50 a.m. – 12:35 p.m.
Environmental Issues in Loan Transactions: Due Diligence, Documentation, and Lender Liability
Environmental issues can affect collateral value, loan structure, documentation, and a lender’s risk throughout a financing transaction. This session will explore these issues and help you:

• Understand environmental due diligence, including Phase I and Phase II assessments
• Identify contamination and property-use issues that can affect underwriting and closing
• Review environmental representations, covenants, indemnities, and other loan-document protections
• Overview of Minnesota Brownfields program and its value in transactions
• And more!

– Andrew S. Dosdall

12:35 – 1:15 p.m.
LUNCH BREAK (on your own)

1:15 – 2:00 p.m.
Securing the Loan: Security Agreements, Collateral Packages, and Article 9
This session will provide practical guidance on creating and perfecting a lender’s security interest, as well as assembling an effective collateral package under Article 9 of the UCC. Topics include:

• Drafting and reviewing security agreements 
• Understanding attachment, perfection, UCC financing statements, possession, and control.
• Spotting common closing and perfection mistakes that can jeopardize a lender’s priority.
• And more!

– James C. Brand

2:00 – 2:45 p.m.
Critical Legal Opinions in Loan Transactions: What Lenders Request and Borrower’s Counsel Gives
This session will provide practical guidance on legal opinions in financing transactions. Topics include:

• Reviewing commonly requested legal opinions in commercial loan closings
• Understanding customary assumptions, qualifications, and limitations in opinion letters
• Identifying common issues that are subject to negotiation, and the diligence attorneys should perform before giving an opinion
• And more!

– Anthony “Tony” D. Todero

2:45 – 3:00 p.m.
BREAK

3:00 – 3:45 p.m.
When the Loan Goes Bad: Workouts, Forbearance, Restructuring, and Creditor Remedies
Sometimes, a borrower encounters financial trouble. What happens next? This session examines lender options and the strategic choices involved in resolving distressed credit.

• Recognize warning signs and evaluate the lender’s options when a borrower defaults
• Understand the purpose and key terms of workout and forbearance agreements
• Consider restructuring alternatives, collateral issues, guaranties, receiverships, and foreclosure remedies
• And more!

– William J. Schumacher & Andrew J. Steil

3:45 – 4:30 p.m.
Using AI to Review and Draft Loan Documents: Practical Uses, Limitations, and What Lawyers Need to Know
AI can be a powerful tool for reviewing, analyzing, comparing, and drafting loan documents, but it does not replace lawyer judgment. This session will explore practical ways lawyers can use AI in their document workflows, including how to:

• Use AI to summarize agreements and locate key provisions
• Compare documents and identify changes, inconsistencies, and potential issues
• Use AI to assist with drafting, revising, and negotiating contract language
• Recognize hallucinations, omissions, and other limitations that can undermine document review
• Address confidentiality, privilege, data security, and professional responsibility considerations when using AI
• Apply practical safeguards and human review to make AI-assisted workflows more reliable

– Amanda J. Matchett

LIVE IN-PERSON
Wednesday, November 18, 2026
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota

ONLINE REPLAYS
Thursday, December 3, 2026
Friday, December 18, 2026
Attend online
A moderator will be available to answer questions by email.

$295 MSBA members / $295 paralegals / $345 standard rate

Other discounts that may apply:

• Season Pass Discount
• New Lawyer Discount

Scholarships available!
Need-based scholarships are available for in-person and online seminars. For further information or to obtain a scholarship application, contact us at 800-759-8840 or customerservice@minncle.org.

Minnesota CLE is applying to the Minnesota State Board of CLE for 6.25 standard CLE credits. The maximum number of total credits attendees may claim for this program is 6.25 credits.