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Project Finance Agreement Template for Nigeria

A comprehensive financing agreement governed by Nigerian law that establishes the terms and conditions for providing project financing to develop and implement large-scale infrastructure or industrial projects. The document incorporates specific requirements under Nigerian legislation, including compliance with the Infrastructure Concession Regulatory Commission (ICRC) Act, environmental regulations, and local content requirements. It details the financing structure, security arrangements, drawdown mechanics, repayment terms, and project implementation requirements while ensuring alignment with both Nigerian banking regulations and international project finance standards.

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What is a Project Finance Agreement?

The Project Finance Agreement is a crucial document used in Nigeria for structuring complex financing arrangements for large-scale infrastructure and industrial projects. It serves as the primary financing document that outlines the terms and conditions under which lenders provide funding to the project company. The agreement is particularly relevant in the Nigerian context where there is significant focus on infrastructure development and private sector participation in key sectors. It must comply with Nigerian legislation, including the ICRC Act, Companies and Allied Matters Act, and various sector-specific regulations. The document typically includes detailed provisions for security arrangements, drawdown conditions, project monitoring, environmental compliance, and local content requirements. It is designed to balance the interests of international lenders and local regulatory requirements while providing a bankable structure for project implementation.

What sections should be included in a Project Finance Agreement?

1. Parties: Identification of all parties to the agreement including the project company, lenders, sponsors, and any government entities

2. Background: Context of the project finance arrangement, including 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: Prerequisites that must be satisfied before drawdown of the facility

6. Drawdown Mechanics: Procedures and requirements for accessing the facility funds

7. Repayment Terms: Schedule and mechanisms for repayment of the facility

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: Statements of fact and assurances given by the project company and other relevant parties

11. Covenants: Positive and negative obligations of the project company and other parties

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

13. Tax Provisions: Allocation of tax responsibilities and tax-related obligations

14. Changes to Parties: Procedures for transfers, assignments, and changes to parties

15. Administration and Notices: Administrative provisions and communication requirements

16. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction provisions

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

1. Political Risk Insurance: Required when project involves significant political risk exposure or cross-border elements

2. Environmental and Social Requirements: Detailed when project has significant environmental or social impact considerations

3. Local Content Requirements: Required for projects in sectors with specific Nigerian local content requirements

4. Government Support Provisions: Included when project relies on government guarantees or support

5. Currency Conversion: Required for projects with significant foreign currency components

6. Step-in Rights: Included when lenders require direct project intervention rights

7. Force Majeure: Detailed provisions required for projects with significant operational risks

8. Intercreditor Provisions: Required when multiple lenders or classes of debt are involved

What schedules should be included in a Project Finance Agreement?

1. Schedule 1 - Project Description: Detailed description of the project scope and specifications

2. Schedule 2 - Form of Drawdown Request: Template for drawdown requests and required supporting documentation

3. Schedule 3 - Repayment Schedule: Detailed amortization schedule and repayment terms

4. Schedule 4 - Security Documents: List and copies of all security documents

5. Schedule 5 - Financial Covenants: Detailed financial ratios and calculations

6. Schedule 6 - Conditions Precedent Documents: List of required conditions precedent documents

7. Schedule 7 - Form of Compliance Certificate: Template for periodic compliance certification

8. Schedule 8 - Project Accounts Structure: Details of project accounts and cash flow waterfall

9. Appendix A - Technical Specifications: Detailed technical requirements and specifications

10. Appendix B - Project Budget: Detailed project cost breakdown and budget

11. Appendix C - Construction Schedule: Project implementation timeline and milestones

12. Appendix D - Environmental and Social Management Plan: Environmental and social compliance requirements and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Document Type

Financing Agreement

Cost

Free to use

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