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Project Financing Agreement
"I need a Project Financing Agreement under Dutch law for a €250 million offshore wind farm project, with a consortium of three international banks as lenders and involving ECA (Export Credit Agency) support, with financial close targeted for March 2025."
1. Parties: Identification of all parties to the agreement including lenders, borrowers, sponsors, and any guarantors
2. Background: Context of the project financing, including project description and purpose of the facility
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout 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 facility
6. Drawdown Procedures: Process and requirements for requesting and making drawdowns
7. Repayment and Prepayment: Terms of repayment, including schedule, mandatory and voluntary prepayment provisions
8. Interest and Fees: Interest calculation, payment dates, default interest, and all applicable fees
9. Security Package: Description of all security interests, guarantees, and collateral
10. Representations and Warranties: Standard and project-specific representations and warranties
11. Covenants: Financial and operational covenants, including information requirements
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Transfer and assignment provisions
14. Administration: Administrative provisions including notices and calculations
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Intercreditor Provisions: Required when multiple lenders are involved, detailing voting rights and enforcement procedures
2. Government Support: Needed when project involves government guarantees or support
3. Environmental Compliance: Detailed environmental obligations when project has significant environmental impact
4. Construction Phase Provisions: Specific provisions for construction phase including milestone requirements and technical specifications
5. Operation Phase Provisions: Specific provisions for operation phase including performance standards
6. Insurance: Detailed insurance requirements beyond standard coverage
7. Direct Agreements: Required when step-in rights are needed with key project counterparties
8. Hedging Obligations: Required when interest rate or currency hedging is mandatory
1. Schedule 1 - Conditions Precedent: Detailed list of all required conditions precedent documents
2. Schedule 2 - Form of Drawdown Request: Template for drawdown requests
3. Schedule 3 - Repayment Schedule: Detailed repayment schedule including amounts and dates
4. Schedule 4 - Project Documents: List and copies of all material project documents
5. Schedule 5 - Security Documents: List and copies of all security documents
6. Schedule 6 - Financial Model: Agreed base case financial model
7. Schedule 7 - Technical Description: Detailed technical description of the project
8. Schedule 8 - Form of Progress Report: Template for regular project progress reports
9. Schedule 9 - Insurance Requirements: Detailed insurance requirements and specifications
10. Schedule 10 - Forms of Security: Templates for various security documents
11. Appendix A - Contact Details: Contact information for all parties
12. Appendix B - Construction Timeline: Detailed construction schedule and milestones
Authors
Acceptable Bank
Additional Cost
Affiliate
Agent
Applicable Law
Approved Budget
Assignment
Authorisation
Available Commitment
Available Facility
Base Case Financial Model
Break Costs
Business Day
Cash Flow Available for Debt Service
Change of Control
Commercial Operations Date
Commitment
Completion Date
Compliance Certificate
Construction Budget
Construction Contract
Construction Period
Cost Overrun
Cost to Complete
Debt Service Coverage Ratio
Debt Service Reserve Account
Default
Default Interest
Drawdown
Drawdown Date
Drawdown Notice
Enforcement Event
Environmental Claim
Environmental Law
Environmental Permit
Event of Default
Facility
Facility Office
Fee Letter
Finance Document
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure Event
Good Industry Practice
Governmental Authority
Hedging Agreement
Holding Company
Insurance Proceeds
Intellectual Property Rights
Interest Payment Date
Interest Period
Interpolated Screen Rate
Legal Reservation
Lender
Loan
Loan Life Coverage Ratio
Majority Lenders
Margin
Material Adverse Effect
Material Project Documents
O&M Agreement
O&M Contractor
Obligor
Operating Budget
Operating Costs
Original Financial Statements
Permitted Security
Project
Project Accounts
Project Agreement
Project Assets
Project Costs
Project Documents
Project Life Coverage Ratio
Project Site
Qualifying Lender
Quote Day
Reference Banks
Repeating Representations
Replacement Lender
Required Insurance
Reserve Accounts
Screen Rate
Security
Security Agent
Security Documents
Security Interest
Security Period
Sponsor
Sponsor Support Agreement
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Termination Date
Testing Date
Transfer Certificate
Transfer Date
Unpaid Sum
Drawdown Conditions
Repayment
Interest
Fees
Security
Representations and Warranties
Information Covenants
Financial Covenants
General Undertakings
Project Undertakings
Environmental Compliance
Insurance
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-off
Tax Gross-up
Increased Costs
Mitigation
Costs and Expenses
Indemnities
Confidentiality
Notices
Calculations
Force Majeure
Amendments and Waivers
Assignment and Transfer
Severability
Counterparts
Governing Law
Dispute Resolution
Jurisdiction
Agent Provisions
Security Agent Provisions
Intercreditor Provisions
Account Bank Provisions
Project Monitoring
Technical Requirements
Construction Obligations
Operating Requirements
Sponsor Support
Change of Control
Termination
Infrastructure
Energy
Renewable Energy
Real Estate Development
Transportation
Healthcare
Mining
Oil & Gas
Telecommunications
Waste Management
Water Treatment
Industrial Development
Power Generation
Agriculture
Legal
Finance
Treasury
Risk Management
Project Management
Commercial
Business Development
Compliance
Technical Operations
Corporate Development
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Corporate Lawyer
Project Manager
Risk Manager
Investment Director
Treasury Manager
Commercial Director
Business Development Manager
Financial Controller
Compliance Officer
Contract Manager
Technical Director
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