Project Finance Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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) @ 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
Relevant Industries

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

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Project Management

Commercial

Technical

Environmental

Operations

Investment Banking

Credit Risk

Corporate Finance

Relevant Roles

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

Industries
Infrastructure Concession Regulatory Commission (ICRC) Act 2005: Governs Public-Private Partnerships (PPPs) and provides the framework for private sector participation in infrastructure development in Nigeria
Companies and Allied Matters Act (CAMA) 2020: Regulates company formation, management, and operations in Nigeria, crucial for project company establishment and corporate governance
Investment and Securities Act 2007: Regulates securities and investments, important for project financing structures and security arrangements
Environmental Impact Assessment Act: Mandates environmental impact assessments for major projects and establishes environmental compliance requirements
Nigerian Investment Promotion Commission Act: Provides protection for foreign investments and outlines investment incentives relevant to project finance
Central Bank of Nigeria Act: Governs foreign exchange transactions and financial regulations relevant to international project financing
Land Use Act: Regulates land ownership and acquisition, crucial for project site considerations and security arrangements
Federal Competition and Consumer Protection Act 2018: Ensures fair competition and consumer protection in project implementation
Nigerian Tax Laws (Various): Including Companies Income Tax Act, Value Added Tax Act, and other relevant tax legislation affecting project finance structures
Arbitration and Conciliation Act: Provides framework for dispute resolution, particularly important for international project finance agreements
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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