Project Finance Loan Agreement for South Africa

Project Finance Loan Agreement Template for South Africa

A comprehensive financing agreement governed by South African law that structures the lending arrangements for large-scale projects. The document details the terms and conditions of the loan facility, including drawdown mechanics, repayment terms, security package, project oversight requirements, and various covenants specific to project finance transactions. It incorporates South African regulatory requirements, including National Credit Act compliance where applicable, and addresses specific local law considerations regarding security creation, exchange control regulations, and environmental compliance requirements.

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What is a Project Finance Loan Agreement?

The Project Finance Loan Agreement is a sophisticated financing document used in South Africa for large-scale project financing transactions where the loan is primarily secured by the project's assets and cash flows. This agreement is essential when implementing complex infrastructure, energy, or other large-scale development projects where traditional corporate financing is not suitable. The document encompasses detailed provisions regarding facility terms, security arrangements, project oversight, completion tests, and operational requirements, all tailored to comply with South African legislation including the National Credit Act, Companies Act, and relevant sector-specific regulations. It is particularly designed to address the unique aspects of limited-recourse financing where lenders primarily look to the project's revenue-generating capability for repayment.

What sections should be included in a Project Finance Loan Agreement?

1. Parties: Identification of the lender(s), borrower(s), sponsor(s), and any other key parties to the agreement

2. Background: Description of the project, purpose of the facility, and context of the financing arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Details of the loan amount, purpose, availability period, and drawdown mechanics

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available and before each drawdown

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

7. Interest and Fees: Interest calculation, payment dates, default interest, and all applicable fees

8. Repayment and Prepayment: Repayment schedule, voluntary and mandatory prepayment provisions

9. Project Undertakings: Specific undertakings relating to the project, including construction, operation, and maintenance

10. General Undertakings: Standard covenants relating to business conduct, corporate existence, and compliance

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

12. Events of Default: Circumstances constituting default and consequences thereof

13. Security: Description of security package and enforcement rights

14. Project Accounts: Structure and operation of project accounts and cash flow waterfall

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions

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

1. Intercreditor Provisions: Required when there are multiple lenders or classes of debt to regulate the relationship between different creditors

2. Direct Agreements: Include when step-in rights are required with key project contract counterparties

3. Insurance: Detailed insurance requirements section if not covered in undertakings or separate agreement

4. Technical Adviser Provisions: Required when independent technical oversight is a key feature of the financing

5. Environmental and Social Requirements: Detailed section needed for projects with significant environmental or social impact

6. Government Support: Include when project relies on government guarantees or support

7. Completion Support: Required when sponsor completion support or guarantees are a feature

What schedules should be included in a Project Finance Loan Agreement?

1. Conditions Precedent: Detailed list of required conditions precedent documents and evidence

2. Form of Drawdown Request: Template for drawdown requests

3. Repayment Schedule: Detailed amortization schedule

4. Project Documents: List and copies of key project documents

5. Form of Transfer Certificate: Template for transfer of loan participations

6. Technical Schedule: Technical specifications and requirements for the project

7. Financial Schedule: Financial ratios, calculations, and reporting requirements

8. Security Documents: Forms of security documents and security creation requirements

9. Insurance Requirements: Detailed insurance requirements and minimum coverage

10. Forms of Reports: Templates for various required reports including construction and operating reports

11. Account Management: Detailed provisions regarding project accounts and cash flow waterfall

12. Hedging Program: Required hedging arrangements and terms

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

Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Abandonment
Account Bank
Accounts Agreement
Additional Cost
Affiliate
Agreed Form
Availability Period
Available Commitment
Available Facility
Break Costs
Business Day
Calculation Date
Calculation Period
Change of Control
Commercial Operation Date
Commitment
Completion Date
Compliance Certificate
Construction Budget
Construction Contract
Construction Period
Cost Overrun
Cost to Complete
Default
Default Interest
Direct Agreement
Disruption Event
Distribution
Drawdown
Drawdown Date
Drawdown Request
DSRA
EPC Contract
Event of Default
Facility
Facility Office
Fee Letter
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure
Hedge Agreement
Hedging Strategy
Independent Engineer
Initial Test Date
Insurance
Insurance Advisor
Insurance Proceeds
Interest Payment Date
Interest Period
Legal Reservations
Lender
LIBOR
Loan
Lock-Up Event
Majority Lenders
Margin
Material Adverse Effect
O&M Agreement
O&M Contractor
Obligor
Operating Budget
Operating Costs
Permitted Distribution
Permitted Financial Indebtedness
Permitted Security
Project
Project Accounts
Project Agreement
Project Assets
Project Company
Project Costs
Project Documents
Project Site
Qualifying Lender
Quotation Day
Reference Banks
Repeating Representations
Repayment Date
Repayment Instalment
Replacement Lender
Required Insurance
Reserve Accounts
Sanctions
Screen Rate
Security
Security Agent
Security Documents
Security Interest
Sponsor
Sponsor Support Agreement
Tax
Technical Advisor
Technical Description
Term
Termination Date
Test Date
Test Period
Total Commitments
Transaction Documents
Transfer Certificate
Transfer Date
Unpaid Sum
ZAR
Clauses
Relevant Industries

Infrastructure

Energy

Mining

Real Estate Development

Transportation

Telecommunications

Healthcare

Industrial Development

Renewable Energy

Oil & Gas

Water and Sanitation

Agriculture

Manufacturing

Relevant Teams

Legal

Finance

Treasury

Risk Management

Project Development

Commercial

Operations

Compliance

Technical

Environmental

Corporate Finance

Project Management

Relevant Roles

Chief Financial Officer

Finance Director

Project Finance Manager

Legal Counsel

Project Manager

Risk Manager

Treasury Manager

Commercial Director

Investment Officer

Compliance Officer

Technical Director

Operations Director

Environmental Manager

Contract Manager

Financial Analyst

Project Development Manager

Industries
National Credit Act 34 of 2005: Regulates credit agreements and lending practices in South Africa, including registration requirements for credit providers and consumer protection provisions
Companies Act 71 of 2008: Governs corporate entities in South Africa, including aspects of corporate borrowing, security arrangements, and financial assistance
Banks Act 94 of 1990: Regulates banking institutions and their activities, including lending practices and prudential requirements
Currency and Exchanges Act 9 of 1933: Governs exchange control regulations relevant for cross-border financing and foreign currency transactions
Financial Intelligence Centre Act 38 of 2001: Establishes KYC requirements and anti-money laundering provisions that must be complied with in financial transactions
Security by Means of Movable Property Act 57 of 1993: Regulates the creation and registration of security interests over movable property
Deeds Registries Act 47 of 1937: Governs the registration of mortgage bonds and other real property security interests
National Environmental Management Act 107 of 1998: Provides environmental regulations that may affect project finance transactions, particularly for infrastructure or development projects
Public Finance Management Act 1 of 1999: Relevant when project finance involves public entities or state-owned enterprises
Financial Advisory and Intermediary Services Act 37 of 2002: Regulates the provision of financial advisory and intermediary services that might be involved in the project finance arrangement
Teams

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