Project Finance Loan Agreement Template for Nigeria

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Key Requirements PROMPT example:

Project Finance Loan Agreement

"I need a Project Finance Loan Agreement governed by Nigerian law for a USD 250 million solar power project in Lagos State, with a consortium of three international lenders and one local bank, including specific provisions for renewable energy requirements and World Bank environmental standards."

Document background
The Project Finance Loan Agreement is a sophisticated financing instrument used in Nigeria for large-scale infrastructure, industrial, and development projects where the loan is primarily secured by the project's assets and cash flows. This document is essential when implementing complex project financing structures in Nigeria, particularly where significant capital investment is required and multiple stakeholders are involved. It must comply with Nigerian banking regulations, including the Banks and Other Financial Institutions Act (BOFIA) 2020, while incorporating international best practices in project finance. The agreement typically includes detailed provisions for project monitoring, account structures, security arrangements, and specific covenants tailored to the project's nature. It's particularly relevant for transactions involving both local and international lenders, requiring careful consideration of Nigerian foreign exchange regulations and local content requirements.
Suggested Sections

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or other key parties

2. Background: Description of the project, purpose of the facility, and context of the financing

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation

4. The Facility: Details of the loan amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown, including technical, legal, and financial requirements

6. Drawdown: Procedures and requirements for loan disbursement

7. Interest: Interest rate, calculation methods, payment periods, and default interest provisions

8. Repayment: Repayment schedule, prepayment provisions, and mandatory prepayment events

9. Project Accounts: Structure and operation of project accounts, including revenue accounts and reserve accounts

10. Security: Description of security package and enforcement rights

11. Representations and Warranties: Standard and project-specific representations and warranties

12. Covenants: Positive, negative, and financial covenants specific to project finance

13. Project Undertakings: Specific undertakings related to project construction, operation, and maintenance

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Jurisdiction: Choice of Nigerian law and jurisdiction provisions

Optional Sections

1. Islamic Finance Provisions: Required when the financing needs to be Sharia-compliant

2. Intercreditor Provisions: Needed when multiple lenders or classes of debt are involved

3. Political Risk Insurance: Required for projects with significant political risk exposure

4. Local Content Requirements: Needed for projects in sectors with specific Nigerian local content requirements

5. Environmental and Social Requirements: Detailed provisions required for projects with significant environmental or social impact

6. Offshore Account Provisions: Required when project involves offshore accounts or foreign currency handling

7. Direct Agreements: Needed when step-in rights are required with key project contract counterparties

8. Export Credit Agency Provisions: Required when export credit agencies are involved in the financing

Suggested Schedules

1. Form of Drawdown Request: Standard form for requesting loan disbursements

2. Conditions Precedent Documents: Detailed list of required CP documents

3. Project Description: Detailed technical description of the project

4. Financial Model: Base case financial model and assumptions

5. Form of Construction Report: Template for construction progress reporting

6. Form of Operating Report: Template for operational performance reporting

7. Insurance Requirements: Detailed specification of required insurance coverage

8. Security Documents: Forms of security documents and perfection requirements

9. Project Contracts: List and copies of material project contracts

10. Repayment Schedule: Detailed amortization schedule

11. Financial Covenants Calculations: Methodology for calculating financial ratios

12. Form of Compliance Certificate: Template for periodic compliance certification

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
Advance
Affiliate
Approved Budget
Availability Period
Base Case Financial Model
BOFIA
Borrower
Business Day
Central Bank of Nigeria
Change of Control
Completion Date
Compliance Certificate
Conditions Precedent
Construction Contract
Construction Period
Debt Service Coverage Ratio
Debt Service Reserve Account
Default
Default Interest
Disruption Event
Distribution
Drawdown
Drawdown Date
Drawdown Request
Environmental Laws
Environmental Permits
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Statements
Force Majeure Event
Good Industry Practice
Governmental Authority
Guarantor
Hedge Agreement
Independent Engineer
Insurance
Insurance Advisor
Insurance Proceeds
Interest Payment Date
Interest Period
Interest Rate
Lender
LIBOR
Loan
Local Content Requirements
Majority Lenders
Major Project Documents
Margin
Material Adverse Effect
Naira
O&M Agreement
O&M Contractor
Offshore Account
Operating Budget
Operating Period
Original Financial Statements
Party
Perfection Requirements
Permitted Disposal
Permitted Distribution
Permitted Financial Indebtedness
Permitted Security
Project
Project Accounts
Project Assets
Project Contracts
Project Costs
Project Documents
Project Site
Relevant Jurisdiction
Repayment Date
Repayment Installment
Repeating Representations
Required Insurance
Reserve Accounts
Revenue Account
Security
Security Documents
Security Trustee
Sponsor
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Transaction Documents
Transfer Certificate
USD
Clauses
Relevant Industries

Infrastructure

Power Generation

Oil & Gas

Telecommunications

Mining

Transportation

Real Estate Development

Manufacturing

Agricultural Processing

Renewable Energy

Healthcare Infrastructure

Water Treatment

Port Development

Industrial Parks

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Project Management

Credit

Operations

Technical

Environmental

Commercial

Investment Banking

Corporate Finance

Relevant Roles

Chief Financial Officer

Finance Director

Project Finance Manager

Legal Counsel

Corporate Lawyer

Investment Officer

Risk Manager

Project Manager

Commercial Director

Treasury Manager

Compliance Officer

Credit Risk Officer

Investment Banker

Transaction Advisory Manager

Environmental Compliance Manager

Technical Director

Operations Director

Industries
Banks and Other Financial Institutions Act (BOFIA) 2020: Primary legislation governing banking operations and lending activities in Nigeria, including requirements for loan documentation and security arrangements
Companies and Allied Matters Act (CAMA) 2020: Regulates corporate entities in Nigeria, including corporate capacity, authority to borrow, and creation of security interests
Investment and Securities Act 2007: Governs securities and investments, including the creation and registration of charges and other security interests
Central Bank of Nigeria Act 2007: Provides regulatory framework for monetary policy and banking supervision, including guidelines on lending and foreign currency transactions
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Regulates foreign exchange transactions and offshore lending arrangements in Nigeria
Environmental Impact Assessment Act: Mandates environmental impact assessments for major projects, which is crucial for project finance transactions
Land Use Act 1978: Governs land rights and registration of interests in land, relevant for projects involving real estate security
Nigerian Investment Promotion Commission Act: Regulates foreign investment in Nigerian projects and provides certain guarantees to foreign investors
Deeds Registration Law: Governs the registration of security documents and other instruments relating to land and other assets
Stamp Duties Act: Requires stamping of loan agreements and security documents for them to be admissible as evidence in Nigerian courts
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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