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Project Finance Loan Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
A Project Finance Loan Agreement is a specialized financing document used when lenders provide funding based primarily on a project's cash flows rather than the sponsor's balance sheet. This document, governed by Hong Kong law, establishes the comprehensive framework for the financing relationship, including detailed conditions precedent, extensive covenants related to project construction and operation, security arrangements, and monitoring requirements. It is particularly suited for large-scale infrastructure, energy, and industrial projects where risk allocation and project oversight are crucial. The agreement must comply with Hong Kong banking regulations and security laws while incorporating international project finance best practices. It typically involves multiple parties including lenders, sponsors, contractors, and various advisors, and requires careful consideration of project-specific risks and mitigation measures.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions




















































































































Clauses













































Relevant Industries

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

Relevant Teams

Legal

Finance

Treasury

Risk Management

Project Development

Corporate Finance

Compliance

Credit

Operations

Commercial

Investment Banking

Project Management

Technical Services

Environmental & Social

Insurance

Relevant Roles

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

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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