Project Finance Contract Template for England and Wales

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Key Requirements PROMPT example:

Project Finance Contract

"Need a Project Finance Contract for a renewable energy development in Scotland, with a facility value of £500 million, involving multiple international lenders and specific provisions for wind farm construction milestones to be achieved by March 2025."

Document background
The Project Finance Contract is essential for structuring complex infrastructure and development project financing. It is particularly utilized when significant capital investment is required and project assets serve as primary security. Under English and Welsh law, this contract type provides a robust framework for risk allocation, security arrangements, and stakeholder rights. The document typically includes detailed provisions for drawdown conditions, covenant packages, security structures, and event of default scenarios, making it suitable for large-scale international projects requiring sophisticated financing arrangements.
Suggested Sections

1. Parties: Identifies all parties to the agreement including sponsors, lenders, and project company

2. Background: Sets out the context and purpose of the project financing

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Facility and Purpose: Details of the financing facility and permitted uses

5. Conditions Precedent: Prerequisites for drawdown of funds

6. Representations and Warranties: Standard and project-specific representations

7. Covenants: Positive and negative undertakings by borrower

8. Events of Default: Circumstances triggering default and remedies

Optional Sections

1. Intercreditor Provisions: Required when multiple lenders are involved in the project financing structure

2. Step-in Rights: Provisions allowing lenders to take control of the project in certain circumstances, typically used in complex infrastructure projects

3. Political Risk Insurance: Specific provisions relating to insurance requirements for political risks, particularly relevant for international projects

Suggested Schedules

1. Form of Drawdown Request: Standard form for requesting disbursements under the facility

2. Financial Model: Detailed financial projections and assumptions for the project

3. Security Documents: Forms of security agreements and guarantees required for the financing

4. Project Documents: Key contracts and agreements relating to the project's implementation

5. Insurance Requirements: Detailed insurance obligations and specifications

6. Technical Description: Detailed technical specifications and scope of the project

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
Clauses
Industries

Companies Act 2006: Primary legislation governing corporate entities' formation, operation, and dissolution. Critical for special purpose vehicles (SPVs) commonly used in project finance structures.

Law of Property Act 1925: Fundamental legislation for security arrangements, real estate aspects, and asset-based lending in project finance transactions.

Financial Services and Markets Act 2000: Regulates financial services and markets, particularly relevant for financial instruments and regulated activities within project finance.

Contracts (Rights of Third Parties) Act 1999: Governs third-party rights in contractual arrangements, essential for complex project finance structures involving multiple parties.

FCA Regulations: Financial Conduct Authority regulations applicable to project finance transactions involving regulated financial activities.

PRA Requirements: Prudential Regulation Authority requirements governing banking and insurance aspects of project finance.

Energy Act 2013: Sector-specific legislation governing energy projects, including renewable energy and power infrastructure.

Planning Act 2008: Key legislation for infrastructure projects, establishing the framework for nationally significant infrastructure projects.

Environmental Protection Act 1990: Environmental legislation crucial for ensuring project compliance with environmental standards and regulations.

Climate Change Act 2008: Framework for reducing greenhouse gas emissions, relevant for environmental compliance in project finance.

Construction Act 1996: Regulates construction contracts and payment practices in the construction industry, essential for construction aspects of projects.

Insolvency Act 1986: Governs insolvency proceedings and creditor rights, crucial for risk assessment and security arrangements in project finance.

Enterprise Act 2002: Supplements insolvency legislation and provides framework for business regulation and enterprise.

Financial Collateral Arrangements Regulations 2003: Governs financial collateral arrangements, crucial for security and financing aspects of project finance.

EU Retained Law: Post-Brexit legislation retained from EU law that continues to affect project finance transactions in the UK.

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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