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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."
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
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
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
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
Facility Terms
Purpose
Conditions Precedent
Utilization
Repayment
Prepayment
Interest
Fees
Tax Gross-Up
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Project Undertakings
Technical Requirements
Environmental and Social Requirements
Insurance
Security
Account Management
Payments
Set-Off
Events of Default
Changes to Parties
Agency
Costs and Expenses
Indemnities
Confidentiality
Force Majeure
Notices
Calculations
Amendments and Waivers
Governing Law
Dispute Resolution
Assignment and Transfer
Severability
Intercreditor Provisions
Subordination
Step-In Rights
Construction Requirements
Operating Requirements
Reserve Accounts
Cash Waterfall
Distribution Conditions
Regulatory Compliance
Anti-Corruption
Sanctions Compliance
Data Protection
Infrastructure
Energy
Renewable Energy
Real Estate
Transportation
Industrial Manufacturing
Telecommunications
Healthcare
Mining
Oil and Gas
Waste Management
Water Treatment
Agriculture
Public-Private Partnerships
Legal
Finance
Treasury
Risk Management
Compliance
Project Management
Operations
Commercial
Technical
Credit
Investment Banking
Corporate Development
Business Development
Environmental
Strategy
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
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