Course dates
With the general downturn in the global economy, the American power crisis, the crash of the hi-tech industry and recent global events, many banks and developers are re-examining their project finance pipelines. Europe, however, continues to offer interesting infrastructure opportunities particularly in power and transportation. International Financial Institutions (IFIs) also continue to work in developing countries and Eastern European countries in transition.
You will analyse the current trend of 'keeping it simple' using basic project financing techniques involving syndicated lending, sponsor support and a full security package. You will ensure your project documentation remains bankable and understand why sponsors and commercial banks are also looking for political risk protection from IFIs.
By attending this course you will:
- Focuses on the different documents involved
- Analyses key provisions of project loan
agreements
- Explores security, direct & sponsor support
agreements
- Describes effective documentation techniques
- Reviews main covenant issues
Supported by:
Day 1
Introduction
- What are financing agreements?
- Main particularities and typical provisions of each of the basic financing agreements will be analysed:
– Loan agreement
– Intercreditor agreement
– Security documents
– Sponsor support
Dealing with International Financial Institutions
- Lenders of last resort/preferred creditors
- A loan & B loan
Analysing the Loan Agreement
- The term sheet
- Overview of the structure and content of a syndicated loan agreement
- Key project covenants
Workshop: Analysing a Project Loan Agreement Delegates will be split into groups (bank and borrower) using a checklist of loan agreement provisions and they will analyse a project loan agreement. They will be required to form a position on major provisions.
Examining the Security Documents
- Representations and warranties
- Affirmative and negative covenants
- Events of default
Explaining the Support Agreements
- The significance of support agreements
- The sponsor’s role
- Forms of support from sponsors
- Key provisions
Day 2
The Role of the Project Documents
- Overview of what constitutes ‘project documents’ and their role in a project
- Lender’s perspectives as compared to sponsors and offtakers
The Power Purchase Agreement
Presentation of key issues of bankability in a power purchase agreement, including:
- Different structures available: take or pay, minimum take, merchant
- Entry into operation
- Site/existing assets
- Payment structures
- Payment security
- Step-in rights
- Termination
- Dispute resolution
Workshop: The Power Purchase Agreement
Delegates will be split into groups and will analyse provisions of a power purchase agreement to identify key areas of bankability.
Turnkey Construction Contract
Presentation of turnkey construction contracts and key issues of bankability, including:
- Single point responsibility
- Fixed price
- Date certain
- Liquidated damages for delay and performance
- Warranties
- Termination
- Dispute resolution
Operation and Maintenance Agreements
Presentation of key issues of bankability in O&M agreements
- Different structures available
- Guarantees
- Duration
- Dispute resolution
Workshop: The Turnkey Construction Contract
Delegates will be split into groups and will analyse provisions of a turnkey construction contract to identify key areas of bankability.
Centrally located hotel in Paris, Paris, France
This programme takes place on a non-residential basis at a hotel in central Paris. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.
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John D. Crothers
John D. Crothers is a partner in the Paris office of Gide Loyrette Nouel. His practice concentrates on project finance, banking and privatisation in both the developing and developed world. John has advised international financial institutions, concession companies, operators, contractors and bidding consortia in infrastructure projects ranging from toll roads to IPPs, water treatment facilities and desalination facilities.
Prior to joining Gide Loyrette Nouel, John was counsel to the EBRD in London and thus has in-depth knowledge of how to work with IFIs. John is a member of the Bar in New York and Paris.
Courses run by this instructor
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Course dates