Project Finance Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Project Finance Agreement

"I need a Project Finance Agreement for a renewable energy project in Dubai, UAE, with both conventional and Islamic finance tranches, total facility amount of AED 2.5 billion, to be signed by March 2025, with specific provisions for green financing requirements."

Document background
The Project Finance Agreement is a crucial document used in the UAE for structuring complex project financing transactions, typically for large-scale infrastructure, energy, or industrial developments. This agreement serves as the primary financing document that establishes the terms and conditions under which lenders provide funding to the project company. It must comply with UAE legal requirements, including both civil law principles and, where applicable, Sharia law considerations. The document encompasses detailed provisions for facility terms, security arrangements, drawdown mechanisms, project undertakings, and risk allocation. It is particularly adapted to the UAE market context, addressing local security creation and perfection requirements, foreign ownership restrictions, and regulatory compliance matters. The agreement is essential for projects requiring significant capital investment where the financing is primarily based on project cash flows rather than sponsor balance sheets.
Suggested Sections

1. Parties: Identification of all parties to the agreement including lenders, borrowers, sponsors, and any guarantors

2. Background: Context of the project and financing arrangement, including project overview and purpose of the facility

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, amounts, tranches, and permitted uses of the funds

5. Conditions Precedent: Prerequisites that must be satisfied before drawdown of the facility

6. Drawdown Procedures: Process and requirements for requesting and receiving disbursements

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

8. Interest and Fees: Interest calculation, payment periods, and all applicable fees

9. Security Structure: Overview of security package and ranking of security interests

10. Representations and Warranties: Statements of fact and assurances given by the borrower and other relevant parties

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

12. Project Undertakings: Specific commitments relating to project implementation and operation

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

14. Assignment and Transfer: Provisions governing transfer of rights and obligations under the agreement

15. Governing Law and Jurisdiction: Choice of UAE law and jurisdiction provisions

16. Notices: Communication procedures between parties

17. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Islamic Finance Provisions: Required when the financing includes Islamic facilities, detailing Sharia-compliant structures

2. Government Support: Include when project benefits from government guarantees or support

3. Political Risk Protection: Relevant for projects with significant political risk exposure

4. Environmental and Social Requirements: Detailed section required for projects with significant environmental impact

5. Export Credit Agency Provisions: Include when ECA financing is part of the structure

6. Intercreditor Provisions: Required when multiple classes of creditors are involved

7. Currency and Hedging Requirements: Include for projects with significant foreign exchange exposure

8. Insurance Requirements: Detailed section needed for projects with complex insurance requirements

Suggested Schedules

1. Project Description: Detailed technical description of the project

2. Financial Model: Base case financial projections and assumptions

3. Drawdown Schedule: Projected timeline for facility disbursements

4. Repayment Schedule: Detailed amortization schedule

5. Form of Drawdown Request: Template for drawdown notices

6. Form of Security Documents: Templates for various security agreements

7. Required Insurance: Detailed insurance requirements and specifications

8. Project Documents: List and copies of material project contracts

9. Technical Specifications: Detailed technical requirements for the project

10. Environmental and Social Action Plan: Required environmental and social compliance measures

11. Form of Progress Reports: Templates for construction and operation reports

12. Security Perfection Requirements: Detailed requirements for perfecting security interests under UAE law

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

Relevant legal definitions
Account Bank
Accounting Principles
Additional Cost
Affiliate
Agreement
Applicable Law
Approved Contractor
Assignment Agreement
Authorisation
Availability Period
Available Commitment
Available Facility
Base Case Model
Borrower
Break Costs
Business Day
Calculation Date
Change of Control
Commitment
Completion Date
Compliance Certificate
Conditions Precedent
Confidential Information
Construction Contract
Construction Period
Default
Default Interest
Definitions
Development Costs
Disruption Event
Distribution
Drawdown
Drawdown Date
Drawdown Notice
Environment
Environmental Claim
Environmental Law
Environmental Permit
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Final Maturity Date
Finance Document
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Statements
Financing Costs
Force Majeure
Good Industry Practice
Governmental Authority
Guarantee
Guarantor
Hedging Agreement
Holding Company
IFRS
Increased Costs
Independent Engineer
Information Memorandum
Insurance
Insurance Proceeds
Intellectual Property
Interest Payment Date
Interest Period
Lender
Letter of Credit
LIBOR
Loan
Majority Lenders
Major Project Party
Margin
Material Adverse Effect
Material Project Documents
O&M Agreement
Obligor
Operating Budget
Operating Costs
Original Financial Statements
Payment Date
Permitted Disposal
Permitted Distribution
Permitted Financial Indebtedness
Permitted Security
Project
Project Accounts
Project Assets
Project Company
Project Costs
Project Documents
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Installment
Repeating Representations
Replacement Lender
Required Insurance
Reserve Accounts
Security
Security Agent
Security Documents
Security Interest
Shareholder
Shareholders Agreement
Sponsor
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Transaction Documents
Transfer Certificate
UAE
UAE Dirham
Unpaid Sum
Clauses
Relevant Industries

Infrastructure

Energy

Oil & Gas

Renewable Energy

Power Generation

Transportation

Healthcare

Real Estate Development

Industrial Development

Telecommunications

Water and Waste Management

Mining

Petrochemicals

Relevant Teams

Legal

Finance

Treasury

Project Management

Risk Management

Compliance

Corporate Finance

Investment Banking

Business Development

Operations

Strategy

Credit

Technical Advisory

Relevant Roles

Chief Financial Officer

Finance Director

Project Finance Manager

Legal Counsel

General Counsel

Project Director

Investment Manager

Risk Manager

Compliance Officer

Treasury Manager

Project Manager

Business Development Director

Corporate Finance Manager

Senior Banker

Investment Officer

Chief Legal Officer

Transaction Manager

Financial Controller

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Fundamental law governing contracts, obligations, and civil transactions in the UAE. Essential for understanding basic contractual principles and obligations.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and banking operations, including letters of credit, guarantees, and commercial papers.
UAE Companies Law (Federal Law No. 2 of 2015): Governs corporate structures and foreign ownership restrictions, crucial for project company establishment and shareholding arrangements.
UAE Banking Law (Federal Law No. 14 of 2018): Regulates banking activities and financial institutions, relevant for financing aspects and banking relationships.
UAE Security Law (Federal Law No. 20 of 2016): Governs pledges over movable assets, crucial for security packages in project finance deals.
UAE Bankruptcy Law (Federal Law No. 9 of 2016): Important for understanding insolvency scenarios and creditor rights in project finance structures.
UAE Environmental Law (Federal Law No. 24 of 1999): Sets environmental protection requirements and compliance standards for projects.
UAE Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign investment in UAE projects and determines permitted ownership structures.
UAE Public Private Partnership Law (Dubai Law No. 22 of 2015): Specific to Dubai, but relevant for PPP projects and government involvement in project finance structures.
UAE Central Bank Regulations on Islamic Banking: Relevant for Islamic finance aspects of project financing, including Sharia-compliant structures and instruments.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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