The Project Finance Loan Agreement is a sophisticated financing document used in South Africa for large-scale project financing transactions where the loan is primarily secured by the project's assets and cash flows. This agreement is essential when implementing complex infrastructure, energy, or other large-scale development projects where traditional corporate financing is not suitable. The document encompasses detailed provisions regarding facility terms, security arrangements, project oversight, completion tests, and operational requirements, all tailored to comply with South African legislation including the National Credit Act, Companies Act, and relevant sector-specific regulations. It is particularly designed to address the unique aspects of limited-recourse financing where lenders primarily look to the project's revenue-generating capability for repayment.
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1. Parties: Identification of the lender(s), borrower(s), sponsor(s), and any other key parties to the agreement
2. Background: Description of the project, purpose of the facility, and context of the financing arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facility: Details of the loan amount, purpose, availability period, and drawdown mechanics
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available and before each drawdown
6. Drawdown Procedures: Procedures and requirements for requesting and making drawdowns
7. Interest and Fees: Interest calculation, payment dates, default interest, and all applicable fees
8. Repayment and Prepayment: Repayment schedule, voluntary and mandatory prepayment provisions
9. Project Undertakings: Specific undertakings relating to the project, including construction, operation, and maintenance
10. General Undertakings: Standard covenants relating to business conduct, corporate existence, and compliance
11. Representations and Warranties: Standard and project-specific representations and warranties
12. Events of Default: Circumstances constituting default and consequences thereof
13. Security: Description of security package and enforcement rights
14. Project Accounts: Structure and operation of project accounts and cash flow waterfall
15. Changes to Parties: Transfer and assignment provisions
16. Administration: Administrative provisions including notices and calculations
17. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Intercreditor Provisions: Required when there are multiple lenders or classes of debt to regulate the relationship between different creditors
2. Direct Agreements: Include when step-in rights are required with key project contract counterparties
3. Insurance: Detailed insurance requirements section if not covered in undertakings or separate agreement
4. Technical Adviser Provisions: Required when independent technical oversight is a key feature of the financing
5. Environmental and Social Requirements: Detailed section needed for projects with significant environmental or social impact
6. Government Support: Include when project relies on government guarantees or support
7. Completion Support: Required when sponsor completion support or guarantees are a feature
1. Conditions Precedent: Detailed list of required conditions precedent documents and evidence
2. Form of Drawdown Request: Template for drawdown requests
3. Repayment Schedule: Detailed amortization schedule
4. Project Documents: List and copies of key project documents
5. Form of Transfer Certificate: Template for transfer of loan participations
6. Technical Schedule: Technical specifications and requirements for the project
7. Financial Schedule: Financial ratios, calculations, and reporting requirements
8. Security Documents: Forms of security documents and security creation requirements
9. Insurance Requirements: Detailed insurance requirements and minimum coverage
10. Forms of Reports: Ƶ for various required reports including construction and operating reports
11. Account Management: Detailed provisions regarding project accounts and cash flow waterfall
12. Hedging Program: Required hedging arrangements and terms
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