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Project Finance Loan Agreement
"I need a Project Finance Loan Agreement governed by Hong Kong law for a renewable energy project with a consortium of three international banks as lenders, with a total facility amount of HKD 2.5 billion to be drawn down in phases starting March 2025."
1. Parties: Identification of the borrower, lender(s), and any other key parties such as security trustee or facility agent
2. Background: Context of the project financing and purpose of the facility
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. The Facility: Details of the loan facility, including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown, including project-specific requirements
6. Drawdown: Procedures and requirements for utilization of the facility
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayment provisions
8. Interest and Fees: Interest calculation, payment periods, default interest, and all applicable fees
9. Tax Gross Up and Indemnities: Provisions for tax payments and related indemnities
10. Project Undertakings: Specific undertakings related to the project construction, operation, and maintenance
11. General Undertakings: Standard corporate and financial undertakings
12. Representations and Warranties: Standard and project-specific representations and warranties
13. Events of Default: Circumstances constituting default and consequences
14. Security: Description of security package and enforcement rights
15. Changes to Parties: Transfer and assignment provisions
16. Payment Mechanics: Administrative provisions regarding payments
17. Set-off: Rights of set-off and counterclaim
18. Notices: Communication procedures between parties
19. Calculations and Certificates: Provisions regarding calculations and certificates
20. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Intercreditor Provisions: Required when there are multiple lenders or classes of debt
2. Account Bank Arrangements: Required when specific project accounts and waterfall provisions are needed
3. Direct Agreements: Required when step-in rights are needed with key project counterparties
4. Insurance Requirements: Detailed section required for projects with significant insurance components
5. Environmental and Social Requirements: Required for projects with significant environmental or social impact
6. Technical Advisor Provisions: Required when independent technical oversight is needed
7. Hedging Obligations: Required when interest rate or currency hedging is mandatory
8. Supply Chain Finance Provisions: Required for projects with significant supply chain financing components
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Conditions Precedent Documents: List of required documents and conditions for initial and subsequent drawdowns
3. Project Documents: List and copies of key project contracts and permits
4. Form of Transfer Certificate: Standard form for transferring loan participations
5. Financial Model: Agreed base case financial model and sensitivity analyses
6. Repayment Schedule: Detailed amortization schedule
7. Form of Compliance Certificate: Template for periodic compliance reporting
8. Security Documents: Forms of security documents and perfection requirements
9. Insurance Requirements: Detailed insurance specifications and requirements
10. Technical Specifications: Project technical requirements and performance criteria
11. Form of Reports: Templates for construction, operation, and maintenance reports
12. Account Structure: Details of project accounts and payment waterfall
Authors
Infrastructure
Energy
Renewable Energy
Transportation
Real Estate Development
Mining
Oil & Gas
Healthcare
Telecommunications
Waste Management
Water Treatment
Industrial Development
Power Generation
Ports and Terminals
Urban Development
Legal
Finance
Treasury
Risk Management
Project Development
Corporate Finance
Compliance
Credit
Operations
Commercial
Investment Banking
Project Management
Technical Services
Environmental & Social
Insurance
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Project Manager
Risk Manager
Treasury Manager
Commercial Director
Investment Manager
Compliance Officer
Corporate Finance Manager
Project Development Manager
Senior Banker
Credit Risk Officer
Facility Agent
Security Trustee
Transaction Manager
Financial Controller
Managing Director - Project Finance
Director of Infrastructure Finance
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