The Project Finance Loan Agreement is a fundamental document used in financing large-scale projects in the Philippines where the loan is primarily secured by the project's assets and cash flows. This agreement is typically used for infrastructure, energy, and other capital-intensive projects where financing is provided on a limited or non-recourse basis to a special purpose vehicle. The document comprehensively covers the terms of the facility, security arrangements, project undertakings, and monitoring requirements, all within the framework of Philippine law and regulations. It includes specific provisions addressing local security creation and perfection requirements, foreign exchange regulations, and sector-specific compliance matters. The agreement is structured to protect lenders' interests while facilitating project implementation, incorporating both international project finance principles and local law requirements.
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1. Parties: Identifies the lender(s), borrower(s), and any other key parties to the agreement
2. Background: Sets out the context of the project financing and purpose of the loan
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: Procedures and requirements for drawing down the loan
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
8. Interest: Interest calculation, payment periods, and default interest provisions
9. Fees and Expenses: All fees payable under the facility and allocation of expenses
10. Tax Provisions: Tax gross-up, indemnities, and treatment of tax deductions
11. Representations and Warranties: Borrower's representations and warranties regarding its status and the project
12. Information Undertakings: Requirements for financial and project information reporting
13. General Undertakings: Positive and negative covenants applicable to the borrower
14. Project Undertakings: Specific covenants relating to the project construction and operation
15. Events of Default: Circumstances constituting default and consequences
16. Security: Overview of security package and enforcement rights
17. Changes to Parties: Provisions regarding assignments and transfers
18. Administration: Administrative provisions including calculations and notifications
19. Governing Law and Enforcement: Choice of law and jurisdiction provisions
20. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability
1. Intercreditor Provisions: Required when multiple lenders or creditor classes are involved, establishing priority and voting rights
2. Insurance: Detailed insurance requirements, if not covered in a separate agreement
3. Account Management: Required when project accounts need specific management provisions
4. Hedging Obligations: Include when interest rate or currency hedging is required
5. Step-in Rights: Required when lenders need direct project intervention rights
6. Political Risk Protection: Include for projects with significant political risk exposure
7. Environmental and Social Requirements: Detailed provisions when project has significant environmental or social impact
8. Islamic Finance Provisions: Required when Islamic finance tranches are included
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Conditions Precedent Documents: Detailed list of required CP documents
3. Project Description: Detailed description of the project and technical specifications
4. Repayment Schedule: Detailed amortization schedule
5. Form of Transfer Certificate: Standard form for transferring loan participations
6. Financial Covenants and Calculations: Detailed financial ratios and calculation methodologies
7. Security Documents: Forms of security documents and perfection requirements
8. Insurance Requirements: Detailed insurance coverage requirements and endorsed provisions
9. Project Documents: List and copies of material project documents
10. Construction and Completion Tests: Detailed completion test requirements and procedures
11. Form of Reports: Templates for required periodic reports
12. Account Structure: Detailed project account structure and waterfall
13. Hedging Policy: Required hedging arrangements and approved counterparties
Relevant legal definitions
Clauses
Relevant Industries
Infrastructure
Energy and Power
Oil and Gas
Mining
Transportation
Telecommunications
Real Estate Development
Industrial and Manufacturing
Utilities
Renewable Energy
Healthcare
Agriculture and Agribusiness
Waste Management
Water Treatment
Relevant Teams
Legal
Finance
Risk Management
Treasury
Compliance
Project Management
Credit
Corporate Finance
Investment Banking
Due Diligence
Operations
Technical Advisory
Environmental and Social
Security and Collateral
Relationship Management
Relevant Roles
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Project Director
Risk Manager
Treasury Manager
Compliance Officer
Project Manager
Investment Officer
Credit Risk Officer
Corporate Finance Manager
Senior Banker
Project Finance Lawyer
Transaction Manager
Relationship Manager
Due Diligence Officer
Financial Controller
Investment Analyst
Security Trustee
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