The Project Finance Agreement is a sophisticated legal instrument used in Canadian jurisdictions for structuring and documenting complex project financing arrangements. It serves as the primary agreement between lenders and the project company, establishing the framework for financing large-scale infrastructure, energy, or development projects. The document incorporates essential elements such as facility terms, security arrangements, conditions precedent, drawdown mechanics, project implementation requirements, and monitoring provisions. It must comply with both federal and provincial Canadian regulations, including environmental laws, securities regulations, and banking requirements. The agreement is particularly crucial for projects requiring substantial capital investment where the financing is primarily based on project cash flows rather than the sponsors' balance sheets. The Project Finance Agreement typically forms part of a larger suite of project documents and requires careful consideration of various stakeholder interests, risk allocation, and project-specific requirements.
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1. Parties: Identification of all contracting parties including project company, lenders, sponsors, and other key stakeholders
2. Background: Context of the project finance arrangement, project overview, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Facility and Purpose: Details of the financing facility, including amounts, tranches, and permitted uses of funds
5. Conditions Precedent: Conditions that must be satisfied before drawdown of funds
6. Drawdown Procedures: Process and requirements for accessing the facility funds
7. Repayment Terms: Schedule and methods of repayment, including any grace periods
8. Interest and Fees: Interest rates, calculation methods, and all applicable fees
9. Security Structure: Details of all security arrangements and guarantees
10. Representations and Warranties: Standard and project-specific representations and warranties
11. Covenants: Positive, negative, and financial covenants applicable to the project
12. Project Implementation: Requirements for project construction, completion, and operation
13. Monitoring and Reporting: Requirements for project monitoring and periodic reporting
14. Events of Default: Circumstances constituting default and consequences
15. Remedies: Rights and remedies available to parties upon default
16. Force Majeure: Definition of force majeure events and consequences
17. Assignment and Transfer: Conditions for transfer of rights and obligations
18. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
19. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Insurance: Detailed insurance requirements - included when project requires specific insurance coverage
2. Environmental and Social Requirements: Environmental and social obligations - included for projects with significant environmental or social impact
3. Government Support: Terms of government support or guarantees - included when government backing is part of the structure
4. Intercreditor Provisions: Relationships between different classes of lenders - included when multiple lender groups are involved
5. Hedging Obligations: Requirements for interest rate or currency hedging - included when hedging is required
6. Step-in Rights: Lender step-in rights and procedures - included for complex infrastructure projects
7. Political Risk Protection: Provisions dealing with political risk - included for projects with significant political risk exposure
8. Local Content Requirements: Local content and employment obligations - included when required by local law or policy
1. Project Description: Detailed technical description of the project
2. Financial Model: Base case financial model and key assumptions
3. Construction Schedule: Detailed construction timeline and milestones
4. Form of Drawdown Notice: Standard form for drawdown requests
5. Security Documents: Forms of security documents and guarantees
6. Insurance Requirements: Detailed insurance specifications
7. Environmental and Social Management Plan: Environmental and social compliance requirements
8. Technical Specifications: Detailed technical requirements and standards
9. Key Project Documents: List and copies of material project contracts
10. Financial Ratios and Calculations: Definitions and calculations of financial covenants
11. Permitted Investments: List of permitted investments for project funds
12. Form of Reports: Templates for required periodic reports
Relevant legal definitions
Acceptable Bank
Account Bank
Additional Cost
Affiliate
Applicable Law
Approved Budget
Assignment
Authorized Representative
Available Commitment
Base Case Financial Model
Borrower
Business Day
Canadian Dollar Equivalent
Change in Law
Collateral
Commitment
Completion Date
Compliance Certificate
Construction Contract
Construction Period
Control
Cost Overrun
Default
Default Interest
Default Rate
Drawdown
Drawdown Date
Drawdown Notice
Drawdown Period
EBITDA
Economic Force Majeure
Environmental Law
Event of Default
Facility
Facility Agreement
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure Event
Good Industry Practice
Governmental Authority
Grace Period
Hedging Agreement
Hold Period
Independent Engineer
Information Memorandum
Insurance Proceeds
Intellectual Property Rights
Interest Payment Date
Interest Period
Lenders
LIBOR
Loan
Material Adverse Effect
O&M Agreement
Operating Budget
Operating Costs
Operating Period
Original Financial Statements
Permitted Security Interest
Political Force Majeure
Project
Project Accounts
Project Assets
Project Company
Project Completion Date
Project Documents
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Required Insurance
Reserve Accounts
Security
Security Documents
Security Interest
Security Trustee
Shareholders
Sponsors
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Testing Period
Transaction Documents
Transfer Certificate
Trust and Retention Account
Account Bank
Additional Cost
Affiliate
Applicable Law
Approved Budget
Assignment
Authorized Representative
Available Commitment
Base Case Financial Model
Borrower
Business Day
Canadian Dollar Equivalent
Change in Law
Collateral
Commitment
Completion Date
Compliance Certificate
Construction Contract
Construction Period
Control
Cost Overrun
Default
Default Interest
Default Rate
Drawdown
Drawdown Date
Drawdown Notice
Drawdown Period
EBITDA
Economic Force Majeure
Environmental Law
Event of Default
Facility
Facility Agreement
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure Event
Good Industry Practice
Governmental Authority
Grace Period
Hedging Agreement
Hold Period
Independent Engineer
Information Memorandum
Insurance Proceeds
Intellectual Property Rights
Interest Payment Date
Interest Period
Lenders
LIBOR
Loan
Material Adverse Effect
O&M Agreement
Operating Budget
Operating Costs
Operating Period
Original Financial Statements
Permitted Security Interest
Political Force Majeure
Project
Project Accounts
Project Assets
Project Company
Project Completion Date
Project Documents
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Required Insurance
Reserve Accounts
Security
Security Documents
Security Interest
Security Trustee
Shareholders
Sponsors
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Testing Period
Transaction Documents
Transfer Certificate
Trust and Retention Account
Clauses
Interpretation
Facility Terms
Purpose
Conditions Precedent
Drawdown
Repayment
Prepayment
Interest
Fees
Tax Gross-Up
Increased Costs
Security
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Project Undertakings
Environmental Compliance
Insurance
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-Off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Force Majeure
Dispute Resolution
Assignment and Transfer
Project Completion
Cost Overrun
Technical Requirements
Performance Standards
Monitoring and Reporting
Account Management
Distribution Rights
Change in Law
Termination
Step-In Rights
Intercreditor Provisions
Indemnification
Hedging Obligations
Construction Requirements
Operating Requirements
Maintenance Standards
Government Approvals
Local Content
Facility Terms
Purpose
Conditions Precedent
Drawdown
Repayment
Prepayment
Interest
Fees
Tax Gross-Up
Increased Costs
Security
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Project Undertakings
Environmental Compliance
Insurance
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-Off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Force Majeure
Dispute Resolution
Assignment and Transfer
Project Completion
Cost Overrun
Technical Requirements
Performance Standards
Monitoring and Reporting
Account Management
Distribution Rights
Change in Law
Termination
Step-In Rights
Intercreditor Provisions
Indemnification
Hedging Obligations
Construction Requirements
Operating Requirements
Maintenance Standards
Government Approvals
Local Content
Relevant Industries
Infrastructure
Energy
Mining
Oil and Gas
Renewable Energy
Transportation
Healthcare
Real Estate Development
Telecommunications
Waste Management
Water Treatment
Industrial Development
Relevant Teams
Legal
Finance
Treasury
Risk Management
Project Management
Commercial
Operations
Environmental Compliance
Corporate Development
Investment
Contract Administration
Technical Services
Business Development
Relevant Roles
Chief Financial Officer
Project Finance Manager
Legal Counsel
Finance Director
Project Director
Risk Manager
Treasury Manager
Commercial Director
Investment Manager
Construction Manager
Environmental Compliance Officer
Operations Director
Contract Manager
Corporate Finance Manager
Business Development Director
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