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Project Loan Agreement for Germany

Project Loan Agreement Template for Germany

A comprehensive financing agreement governed by German law that establishes the terms and conditions for providing loan facilities to fund specific projects. The agreement details the lending structure, drawdown mechanics, repayment terms, security package, and project-specific covenants. It incorporates German banking regulations and civil law requirements while addressing project-specific risks and monitoring requirements. The document includes extensive provisions for project oversight, reporting requirements, and specific covenants related to project completion and operation, all structured within the framework of German commercial and banking law.

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Project Loan Agreement

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What is a Project Loan Agreement?

The Project Loan Agreement is a sophisticated financing document used when substantial funding is required for specific project implementation, typically involving infrastructure, energy, or large-scale industrial developments. Under German law, this agreement must comply with the German Civil Code (BGB), Banking Act (KWG), and related banking regulations. The document serves as the primary financing agreement between lenders and the project company, detailing not only traditional loan provisions but also project-specific requirements, monitoring mechanisms, and technical compliance standards. It's particularly suited for projects where the loan repayment primarily depends on the project's cash flows, requiring detailed technical and financial covenants to manage project risks. The agreement typically forms part of a larger suite of project finance documents and includes comprehensive security arrangements and project oversight mechanisms.

What sections should be included in a Project Loan Agreement?

1. Parties: Identification of the lender(s), borrower(s), and any other key parties to the agreement

2. Background: Context of the project financing, purpose of the loan, and basic transaction structure

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation

4. The Facility: Details of the loan facility, including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown of the loan

6. Drawdown Mechanics: Procedures and requirements for requesting and making loan disbursements

7. Interest and Fees: Interest calculation, payment provisions, and all applicable fees

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment provisions

9. Representations and Warranties: Borrower's representations regarding its status, capacity, and project details

10. Information Undertakings: Requirements for financial and project-related reporting

11. General Undertakings: Borrower's operational and financial covenants

12. Project Undertakings: Specific covenants related to project construction, operation, and maintenance

13. Events of Default: Circumstances constituting default and consequences thereof

14. Security: Overview of security package and enforcement rights

15. Changes to Parties: Provisions regarding assignments and transfers

16. Administration: Administrative provisions, payment mechanics, and calculations

17. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

What sections are optional to include in a Project Loan Agreement?

1. Accordion Facility: Optional section for potential facility increase provisions, used when future expansion is contemplated

2. Agent Provisions: Required when there are multiple lenders requiring an agent bank structure

3. Intercreditor Provisions: Needed when there are multiple classes of creditors or subordinated debt

4. Tax Gross-Up and Indemnities: Detailed tax provisions, particularly relevant for cross-border transactions

5. Market Disruption: Provisions dealing with market disruption events, particularly relevant for EURIBOR-based loans

6. Regulatory Compliance: Specific provisions required for regulated industries or when specific permits are crucial

7. Environmental Compliance: Detailed environmental provisions for projects with significant environmental impact

8. Insurance Requirements: Detailed insurance provisions for projects requiring specific insurance coverage

What schedules should be included in a Project Loan Agreement?

1. Conditions Precedent: Detailed list of required documents and conditions

2. Form of Drawdown Request: Template for drawdown requests

3. Repayment Schedule: Detailed amortization schedule

4. Project Description: Detailed technical description of the project

5. Financial Model: Key financial projections and assumptions

6. Form of Construction Progress Report: Template for construction monitoring reports

7. Security Documents: List and copies of all security documents

8. Required Insurance: Detailed insurance requirements and specifications

9. Form of Compliance Certificate: Template for periodic compliance reporting

10. Technical Specifications: Detailed technical requirements for the project

11. Key Project Documents: Copies or summaries of material project contracts

12. Form of Transfer Certificate: Template for loan participation transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions



















































































Clauses









































Relevant Industries

Infrastructure

Energy

Renewable Energy

Real Estate Development

Transportation

Industrial Manufacturing

Telecommunications

Healthcare Infrastructure

Mining

Oil & Gas

Utilities

Waste Management

Public-Private Partnerships

Relevant Teams

Legal

Finance

Treasury

Project Management

Risk Management

Compliance

Technical Operations

Environmental

Construction

Investment

Business Development

Corporate Strategy

Relevant Roles

Chief Financial Officer

Finance Director

Project Finance Manager

Legal Counsel

Senior Project Manager

Risk Manager

Treasury Manager

Compliance Officer

Project Development Director

Investment Manager

Banking Relationship Manager

Construction Manager

Technical Director

Environmental Compliance Manager

Contract Administrator

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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