Project Financing Agreement Template for Belgium

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Key Requirements PROMPT example:

Project Financing Agreement

"I need a Project Financing Agreement under Belgian law for a renewable energy project with multiple international lenders, involving a €500 million wind farm development with construction expected to begin in March 2025."

Document background
The Project Financing Agreement is a sophisticated financing instrument used in Belgium for large-scale project developments where financing is primarily secured by the project's assets and cash flows. This document is essential when implementing limited or non-recourse financing structures, typically involving an SPV as the borrower. It comprehensively addresses all aspects of the financing arrangement, including facility terms, security packages, project undertakings, and risk allocation, while ensuring compliance with Belgian legal requirements and EU regulations. The agreement is particularly crucial for infrastructure, energy, and industrial projects where significant capital investment is required and multiple stakeholders are involved. Key considerations under Belgian law include security interest perfection requirements, registration obligations, and specific regulatory approvals depending on the project sector.
Suggested Sections

1. Parties: Identification of the lenders, borrower, sponsors, and other key parties to the agreement

2. Background: Recitals explaining the project context, purpose of the financing, and key commercial elements

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout 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 of the facility

6. Drawdown Mechanics: Procedures and requirements for requesting and making drawdowns

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

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

9. Project Undertakings: Borrower's obligations regarding project construction, operation, and maintenance

10. General Undertakings: Standard covenants relating to business conduct, corporate matters, and financial management

11. Financial Covenants: Financial ratios and tests that must be maintained

12. Security Structure: Overview of security package and ranking of security interests

13. Representations and Warranties: Standard and project-specific representations and warranties

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including payment mechanics and calculations

17. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

18. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Intercreditor Provisions: Required when multiple lenders or classes of debt are involved, establishing priority and voting rights

2. Political Risk Insurance: Relevant for projects with significant political risk exposure

3. Environmental and Social Requirements: Detailed environmental and social obligations, required for projects with significant environmental impact

4. Insurance Requirements: Detailed insurance obligations, particularly important for high-risk projects

5. Technical Requirements: Specific technical standards and requirements, necessary for complex industrial or infrastructure projects

6. Government Support: Provisions relating to government guarantees or support, relevant for public-private partnerships

7. Reserve Accounts: Requirements for maintaining specific reserve accounts, common in larger project financings

8. Step-In Rights: Lender step-in rights and procedures, particularly relevant for critical infrastructure projects

Suggested Schedules

1. Form of Drawdown Request: Standard form for requesting drawdowns under the facility

2. Form of Transfer Certificate: Standard form for transfers of loan participations

3. Financial Model: Detailed financial projections and assumptions

4. Project Budget: Detailed project cost breakdown and spending schedule

5. Construction Schedule: Detailed timeline for project construction and completion milestones

6. Security Documents: Forms of security documents and guarantees

7. Insurance Requirements: Detailed specification of required insurance coverage

8. Technical Specifications: Detailed technical requirements and performance standards

9. Environmental and Social Management Plan: Detailed environmental and social compliance requirements

10. Form of Compliance Certificate: Standard form for periodic compliance certification

11. Project Contracts: Key project documents including construction and operation contracts

12. Accounts Structure: Detailed description of project accounts and cash flow waterfall

Authors

Alex Denne

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

Relevant legal definitions
Acceptance Date
Account Bank
Accounts Agreement
Additional Lender
Affiliate
Agent
Applicable Law
Applicable Margin
Approved Budget
Assignment Agreement
Authorizations
Available Commitment
Available Facility
Base Case Financial Model
Belgian GAAP
Borrower
Break Costs
Business Day
Cash Flow Available for Debt Service
Change of Control
Commercial Operation Date
Commitment
Completion Date
Compliance Certificate
Construction Budget
Construction Contract
Construction Period
Construction Schedule
Default
Default Interest
Debt Service Coverage Ratio
Debt Service Reserve Account
Direct Agreement
Distribution
Environmental Laws
Environmental Permits
EURIBOR
Event of Default
Facility
Facility Agent
Facility Agreement
Fee Letter
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure Event
Good Industry Practice
Governmental Authority
Guarantor
Hedge Agreement
Hedge Counterparty
Independent Engineer
Insurance Advisor
Insurance Proceeds
Interest Payment Date
Interest Period
Lender
Loan
Majority Lenders
Material Adverse Effect
O&M Agreement
O&M Contractor
Operating Budget
Operating Costs
Original Financial Statements
Party
Permitted Distribution
Permitted Security
Project
Project Accounts
Project Agreements
Project Assets
Project Costs
Project Documents
Project Revenues
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Repeating Representations
Security
Security Agent
Security Documents
Security Interest
Sponsor
Sponsor Support Agreement
Subordinated Debt
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Termination Date
Testing Date
Transfer Certificate
Utilization
Utilization Date
Utilization Request
Clauses
Relevant Industries

Infrastructure

Energy

Renewable Energy

Real Estate

Transportation

Industrial Manufacturing

Telecommunications

Healthcare

Mining

Oil and Gas

Waste Management

Water Treatment

Agriculture

Public-Private Partnerships

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Project Management

Operations

Commercial

Technical

Credit

Investment Banking

Corporate Development

Business Development

Environmental

Strategy

Relevant Roles

Chief Financial Officer

Finance Director

Project Finance Manager

Legal Counsel

Corporate Lawyer

Project Manager

Risk Manager

Treasury Manager

Commercial Director

Business Development Manager

Investment Manager

Compliance Officer

Technical Director

Operations Director

Contract Manager

Financial Controller

Chief Legal Officer

Senior Banker

Investment Analyst

Credit Risk Officer

Industries
Belgian Civil Code (Code Civil/Burgerlijk Wetboek): Fundamental legislation governing contracts, obligations, and civil law matters in Belgium. Particularly relevant for contract formation, validity, and enforcement.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulatory framework governing financial services and markets, including requirements for financial institutions and lending practices.
Belgian Act on Financial Securities (Wet Financiële Zekerheden/LOI Sur Les Sûretés Financières): Governs financial collateral arrangements and security interests in financial instruments and cash accounts.
Belgian Companies and Associations Code (BCAC): Regulates corporate structures, governance, and operations of business entities involved in the project financing.
Belgian Banking Law of 25 April 2014: Regulates banking activities and credit institutions, including their participation in project financing arrangements.
Belgian Registration Duties Code: Governs registration requirements and duties applicable to security documents and financing agreements.
Belgian Income Tax Code: Relevant for tax implications of the financing structure, including deductibility of interest and withholding tax obligations.
Belgian Environmental Protection Act: Sets requirements for environmental compliance and permits, often crucial for project financing approval and risk assessment.
Belgian Anti-Money Laundering Law: Implements requirements for customer due diligence and transaction monitoring in financial arrangements.
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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