Project Finance Agreement for the United Kingdom

Project Finance Agreement Template for England and Wales

A Project Finance Agreement under English and Welsh law is a comprehensive financing document that establishes the terms and conditions for providing funds to a large-scale project. It details the rights and obligations of all parties involved, including lenders, project sponsors, and other stakeholders. The agreement covers funding mechanisms, security arrangements, representations and warranties, conditions precedent, and ongoing obligations throughout the project lifecycle. It is governed by English law, which is widely recognized internationally for project finance transactions.

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What is a Project Finance Agreement?

The Project Finance Agreement is essential for complex, capital-intensive projects where financing is primarily based on the project's cash flow. This agreement, governed by English and Welsh law, provides a comprehensive framework for risk allocation, security arrangements, and stakeholder rights and obligations. It is particularly suitable for infrastructure, energy, and large-scale development projects where multiple parties need clearly defined roles and responsibilities. The document typically includes detailed provisions for drawdown conditions, repayment terms, security packages, and monitoring requirements, ensuring proper project implementation and risk management.

What sections should be included in a Project Finance Agreement?

1. Parties: Identification and details of all contracting parties including lenders, borrowers, sponsors, and any guarantors

2. Background/Recitals: 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 Details: Terms of the facility including amount, purpose, availability period, and interest provisions

5. Conditions Precedent: Prerequisites that must be satisfied before initial and subsequent drawdowns

6. Representations and Warranties: Statements of fact and assurances given by the borrower regarding their status and project viability

7. Covenants: Positive and negative obligations of the borrower including financial covenants and project-related undertakings

8. Security: Details of security package, guarantees, and assignment of project contracts and insurance

9. Events of Default: Circumstances constituting default and consequences thereof including acceleration rights

10. Payments and Accounts: Payment mechanics, waterfall provisions, and project accounts structure

11. Changes to Parties: Transfer and assignment provisions for lenders and borrower

12. Administration: Administrative provisions including notices, calculations, and partial invalidity

13. Governing Law and Jurisdiction: Choice of law and jurisdiction for dispute resolution

What sections are optional to include in a Project Finance Agreement?

1. Intercreditor Provisions: Provisions governing relationships between multiple lenders, voting rights, and enforcement decisions

2. Step-in Rights: Lender's rights to take control of the project in specific circumstances

3. Political Risk Insurance: Provisions relating to political risk insurance requirements and claims

4. Environmental and Social Requirements: Specific environmental and social obligations and reporting requirements

5. Currency Provisions: Special provisions for multi-currency facilities and exchange rate risk management

What schedules should be included in a Project Finance Agreement?

1. Form of Drawdown Notice: Standard form for requesting disbursements under the facility

2. Repayment Schedule: Detailed schedule of repayment dates and amounts

3. Security Documents: Forms of security documents and guarantees

4. Project Documents: List and copies of key project contracts and agreements

5. Financial Model: Agreed form of financial model and key assumptions

6. Conditions Precedent Documents: List of required documentation for conditions precedent

7. Insurance Requirements: Detailed insurance requirements and minimum coverage levels

8. Forms of Reports: Standard forms for technical, financial, and other required reports

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

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Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, establishing regulatory framework and authorities

Financial Services Act 2012: Reformed the UK financial regulatory structure, establishing the Financial Conduct Authority and Prudential Regulation Authority

Bank of England and Financial Services Act 2016: Updated financial services regulation and Bank of England governance structure

Consumer Credit Act 1974: Regulates credit agreements and consumer protection in financial transactions

Contracts (Rights of Third Parties) Act 1999: Governs third party rights in contractual agreements under English law

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits ability to exclude liability in certain circumstances

Misrepresentation Act 1967: Deals with false statements made during contract formation and remedies for misrepresentation

Insolvency Act 1986: Primary legislation governing corporate and personal insolvency in England and Wales

Enterprise Act 2002: Reformed insolvency law and introduced additional corporate rescue procedures

Companies Act 2006: Main legislation governing company formation, administration and operation in the UK

Law of Property Act 1925: Fundamental legislation governing real property law and security interests

Financial Collateral Arrangements (No.2) Regulations 2003: Regulates financial collateral arrangements and security interests in financial instruments

Environmental Protection Act 1990: Framework for environmental protection and pollution control

Climate Change Act 2008: Sets framework for reducing greenhouse gas emissions and addressing climate change

Environmental Permitting Regulations 2016: Regulates environmental permits and activities affecting the environment

Town and Country Planning Act 1990: Principal legislation governing land development and planning permission

Building Act 1984: Regulates building works and sets building control system

Construction Act 1996: Governs construction contracts and payment practices in the construction industry

Employment Rights Act 1996: Main legislation protecting workers' rights and employment relationships

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when business ownership changes

UK Bribery Act 2010: Anti-corruption legislation affecting both domestic and international business operations

Modern Slavery Act 2015: Addresses forced labor and human trafficking in business operations and supply chains

Sanctions and Anti-Money Laundering Act 2018: Framework for imposing and implementing sanctions and anti-money laundering measures

Data Protection Act 2018: Implements UK GDPR and regulates processing of personal data

Money Laundering Regulations 2017: Sets requirements for prevention of money laundering and terrorist financing

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What is a Project Finance Agreement?

What sections should be included in a Project Finance Agreement?

What sections are optional to include in a Project Finance Agreement?

What schedules should be included in a Project Finance Agreement?

Authors

Alex Denne

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