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Project Finance Agreement
"I need a Project Finance Agreement for a €150 million renewable energy project in County Cork, Ireland, with three international lenders and specific provisions for wind farm construction and operation to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including lenders, borrowers, sponsors, and any guarantors
2. Background: Context of the project and purpose of the financing arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Facility and Purpose: Details of the loan facility, amounts, and permitted uses of the funds
5. Conditions Precedent: Conditions that must be satisfied before drawdown of the facility
6. Drawdown Mechanics: Procedures and requirements for requesting and receiving loan disbursements
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayment provisions
8. Interest and Fees: Interest calculation, payment periods, and all applicable fees
9. Security: Details of security package and ranking of security interests
10. Representations and Warranties: Statements of fact and assurances given by the borrower and other relevant parties
11. Covenants: Positive, negative, and financial covenants applicable to the borrower and project
12. Project Documents: Requirements and obligations relating to key project contracts and documents
13. Events of Default: Circumstances constituting default and consequences thereof
14. Changes to Parties: Provisions regarding transfers, assignments, and changes to lenders or borrower
15. Administration: Administrative provisions including notices, calculations, and payment mechanics
16. Governing Law and Jurisdiction: Choice of law and jurisdiction for dispute resolution
1. Intercreditor Provisions: Required when multiple lenders or classes of debt are involved, establishing priority and voting rights
2. Insurance: Detailed insurance requirements section needed for projects with significant insurance components
3. Environmental and Social Requirements: Required for projects with significant environmental or social impact considerations
4. Special Purpose Vehicle Provisions: Additional provisions when the borrower is an SPV created specifically for the project
5. Step-in Rights: Required when lenders need rights to take control of the project in certain circumstances
6. Political Risk Provisions: Needed for projects in politically sensitive areas or with significant government involvement
7. Construction Phase Provisions: Required for projects involving significant construction components
8. Operation Phase Provisions: Specific provisions for the operational phase of the project
1. Schedule 1 - Conditions Precedent: Detailed list of all required conditions precedent documents and requirements
2. Schedule 2 - Form of Drawdown Request: Template for drawdown requests and required supporting documentation
3. Schedule 3 - Repayment Schedule: Detailed amortization schedule and repayment dates
4. Schedule 4 - Project Documents: List and copies of all relevant project documents and contracts
5. Schedule 5 - Security Documents: List and copies of all security documents and perfection requirements
6. Schedule 6 - Financial Covenants and Calculations: Detailed financial ratios, calculations and reporting requirements
7. Schedule 7 - Form of Compliance Certificate: Template for periodic compliance certification
8. Schedule 8 - Technical Description of Project: Detailed technical specifications and requirements for the project
9. Schedule 9 - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
10. Schedule 10 - Forms of Transfer Certificates: Templates for transfer and assignment documentation
Authors
Infrastructure
Energy and Utilities
Renewable Energy
Real Estate Development
Transportation
Healthcare
Industrial and Manufacturing
Mining and Natural Resources
Telecommunications
Waste Management
Port and Airport Development
Agricultural Projects
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Project Management
Operations
Commercial
Credit
Investment Banking
Due Diligence
Technical Advisory
Environmental Advisory
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Corporate Lawyer
Project Manager
Risk Manager
Investment Director
Treasury Manager
Commercial Director
Compliance Officer
Financial Controller
Corporate Finance Manager
Business Development Director
Operations Director
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