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Project Finance Loan Agreement
"I need a Project Finance Loan Agreement governed by Irish law for a €500 million wind farm development in County Kerry, with multiple lenders involved and specific provisions for phased construction drawdowns starting March 2025."
1. Parties: Identification of the lender(s), borrower(s), and any guarantors or other key parties
2. Background: Description of the project, purpose of the facility, and key commercial context
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, including technical, legal, and commercial requirements
6. Drawdown: Procedures and requirements for requesting and making loan disbursements
7. Repayment: Terms of repayment, including scheduled repayments and prepayment provisions
8. Interest: Interest calculation, payment periods, and default interest provisions
9. Fees: All fees payable under the facility, including arrangement, commitment, and agency fees
10. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities
11. Project Undertakings: Specific undertakings related to the project construction, operation, and maintenance
12. General Undertakings: Standard corporate and financial undertakings
13. Representations and Warranties: Standard and project-specific representations and warranties
14. Events of Default: Circumstances constituting default and consequences
15. Changes to Parties: Provisions regarding assignments, transfers, and syndication
16. Administration: Administrative provisions including payment mechanics and calculations
17. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Security: Required if the facility is secured, detailing security package and enforcement rights
2. Intercreditor Provisions: Required if multiple creditors are involved, establishing priority and voting rights
3. Account Bank Arrangements: Required if project accounts are to be maintained with specific banks and subject to control mechanisms
4. Insurance: Detailed insurance requirements if not covered in a separate agreement
5. Technical Advisor Provisions: Required if technical advisor has ongoing monitoring role
6. Market Disruption: Provisions dealing with market disruption events, required for LIBOR/EURIBOR based facilities
7. Hedging Requirements: Required if mandatory hedging is part of the financing structure
8. Step-In Rights: Required for projects where lender step-in rights are crucial (e.g., infrastructure projects)
1. Form of Drawdown Request: Standard form for borrower to request loan disbursements
2. Conditions Precedent: Detailed list of required conditions precedent documents
3. Project Documents: List and copies of key project documents
4. Repayment Schedule: Detailed amortization schedule if term loan
5. Form of Transfer Certificate: Standard form for transferring loan participations
6. Financial Covenants: Detailed financial covenant calculations and definitions
7. Insurance Requirements: Detailed insurance requirements and minimum coverage levels
8. Technical Schedule: Technical specifications and performance criteria for the project
9. Form of Compliance Certificate: Standard form for periodic compliance certification
10. Construction Budget and Timeline: Detailed project budget and construction milestones
Authors
Renewable Energy
Infrastructure
Real Estate Development
Transportation
Healthcare
Mining
Oil & Gas
Telecommunications
Waste Management
Water Treatment
Power Generation
Industrial Development
Legal
Finance
Treasury
Risk Management
Project Development
Commercial
Compliance
Corporate Finance
Business Development
Contract Management
Investment
Operations
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Project Manager
Risk Manager
Treasury Manager
Corporate Finance Director
Investment Manager
Compliance Officer
Financial Controller
Project Development Director
Commercial Director
Business Development Manager
Contract Manager
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