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Project Finance Agreement
"I need a Project Finance Agreement under Nigerian law for a renewable energy project in Lagos State, with multiple international lenders and a total facility amount of USD 250 million, including specific provisions for environmental compliance and local content requirements."
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
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
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
Account Bank
Affiliate
Agreed Form
Applicable Law
Authorized Representative
Availability Period
Base Case Financial Model
Borrower
Business Day
CBN
Change of Control
Commitment
Completion Date
Compliance Certificate
Construction Contract
Construction Period
Default
Default Interest
Drawdown
Drawdown Date
Drawdown Notice
Effective Date
Environmental Laws
Environmental Permits
Event of Default
Facility
Facility Agent
Finance Documents
Financial Close
Financial Indebtedness
Financial Year
Force Majeure Event
Good Industry Practice
Government Authority
ICRC
Independent Engineer
Information Memorandum
Insurance Proceeds
Interest Payment Date
Interest Period
Lenders
LIBOR
Local Content Requirements
Material Adverse Effect
Naira
O&M Agreement
Operating Period
Original Financial Statements
Permitted Security Interest
Project
Project Accounts
Project Assets
Project Company
Project Costs
Project Documents
Project Site
Relevant Jurisdiction
Repayment Date
Repayment Schedule
Security
Security Documents
Security Interest
Security Trustee
Shareholders
Sponsors
Subsidiary
Tax
Technical Advisor
Term
Transaction Documents
Transfer Certificate
USD
Conditions Precedent
Representations and Warranties
Drawdown
Interest
Repayment
Prepayment
Security
Project Accounts
Payments
Tax Gross-up
Increased Costs
Financial Covenants
Project Covenants
Information Undertakings
General Undertakings
Environmental Compliance
Local Content
Events of Default
Changes to Parties
Agency Provisions
Fees
Costs and Expenses
Indemnities
Set-off
Calculations
Force Majeure
Notices
Confidentiality
Governing Law
Dispute Resolution
Amendments
Waiver
Severability
Counterparts
Third Party Rights
Assignment and Transfer
Currency Provisions
Insurance
Project Documents
Step-in Rights
Infrastructure Development
Oil and Gas
Power Generation
Renewable Energy
Transportation
Mining
Telecommunications
Real Estate Development
Manufacturing
Agriculture
Healthcare Infrastructure
Water and Waste Management
Port Development
Aviation Infrastructure
Legal
Finance
Treasury
Risk Management
Compliance
Project Management
Commercial
Technical
Environmental
Operations
Investment Banking
Credit Risk
Corporate Finance
Project Finance Manager
Chief Financial Officer
Legal Counsel
Project Director
Investment Officer
Risk Manager
Commercial Director
Treasury Manager
Compliance Officer
Technical Director
Environmental Manager
Contract Administrator
Finance Director
Investment Banker
Infrastructure Development Manager
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