International Project Financing - 3rd Edition

Price: $825.00 3000 pages. 3 Looseleaf Volumes. 1 CD-ROM. Updated Annually. Index.
ISBN-13: 978-1-57823-171-3 / ISBN-10: 1-57823-171-X

A subscription/standing order is entered for each title you purchase, unless we are otherwise notified.

For International orders this title must be shipped by Courier. Upon receipt of your order Juris will contact you with Courier Rates.

* Online Access: When you purchase and subscribe to this publication you will receive searchable access to it via our online collection of publications.

Book Overview

Volume 1

Chapter 1 Introduction and Overview of Project Finance

§ 1.01 Introduction
§ 1.02 Overview

[1] Worldwide in Scope
[2] Structure Allows Multinational Participants
[3] Manufacturing
[4] Natural Resources
[5] Electrical Power Generating Plants
[6] Other Projects

Chapter 2 Arrangements in the Host Country

§ 2.01 Introduction
§ 2.02 Local Counsel
§ 2.03 Agreement with the Host Country

[1] Memorandum of Understanding (M.O.U.) and Letter of Intent
[2] Formal Agreements

§ 2.04 Desirability of Legislative Approval
§ 2.05 Form of Legal Entity for the Participants - Warning
§ 2.06 Financial Obligations of the Participants

[1] Provision for Equity Capital
[2] Borrowings; Giving of Security

§ 2.07 Financial Obligations of the Government
§ 2.08 Site Acquisition; Zoning; Engineering
§ 2.09 Obligation to Construct the Project

[1] Description of the Initial Project
[2] Products to be Produced
[3] Completion of the Initial Project
[4] Expansion Rights or Requirements
[5] Right to Acquire Raw Material Sources

§ 2.10 Importation of Materials and Equipment for Construction Purposes
§ 2.11 Production Charges and Prices
§ 2.12 Royalties in the Case of Natural Resource Projects
§ 2.13 Sale of Products Produced by the Project

[1] Local Market
[2] Export License Requirements

§ 2.14 Importation of Materials for the Operation of the Project
§ 2.15 Availability of Power
§ 2.16 Availability of Water
§ 2.17 Waste Disposal
§ 2.18 Communications
§ 2.19 Port and Harbor Facilities
§ 2.20 Transportation

[1] Shipping

[a] Use of National Lines
[b] Free Access to All Lines

[2] Rail
[3] Roads
[4] Freight Taxes

§ 2.21 Employees

[1] Expatriates and Consultants
[2] Employee Housing and Household Goods
[3] Employment and Training of Indigenous Workers
[4] Trade Unions

§ 2.22 Fiscal Provisions

[1] Tax Rate and Method of Calculation
[2] Exemptions from Taxes and Other Fiscal Charges
[3] Exemption from Customs Duties
[4] Tax Holidays
[5] Interest on Foreign Loans
[6] Keeping Accounts in a Foreign Currency for Tax Purposes

§ 2.23 Currency

[1] Exchange Control Consents and Exemptions
[2] Retention of Export Proceeds

§ 2.24 Assurances

[1] Approval of Political Risk Guarantees
[2] Non-Discrimination
[3] No Changes in Arrangements
[4] Expropriation, Nationalization and Intervention

§ 2.25 Arbitration
§ 2.26 Force Majeure
§ 2.27 Term of Agreement
§ 2.28 Governing Law
§ 2.29 Local Investors
§ 2.30 Charitable Foundations and Scholarships
§ 2.31 Public/Private Partnership

Checklist

Chapter 3 Feasibility Study

§ 3.01 Description of Project
§ 3.02 Participants
§ 3.03 General Description of Proposed Agreements

[1] Governmental
[2] Agreements Between Participants
[3] Management Contracts
[4] Financing Arrangements
[5] Site
[6] Contracts Involving the Sale of Finished Product
[7] Raw Materials Supply Agreements
[8] Construction Contracts

§ 3.04 Capitalization Cost

[1] Capital Required

[a] Plant
[b] Anticipated Local and Foreign Project Costs
[c] Pre-operating Costs
[d] Working Capital

[2] Financial Assumptions

[a] Equity
[b] Debt

§ 3.05 Financial Projections and Manufacturing Costs
§ 3.06 Market

Checklist

Chapter 4 Environmental Report

§ 4.01 Statutory Requirements
§ 4.02 Project Description
§ 4.03 Required Governmental Approvals and Permits
§ 4.04 Process Description
§ 4.05 Environmental Elements

[1] Earth
[2] Air
[3] Water
[4] Plants
[5] Animals
[6] Energy and Natural Resources
[7] Environmental Health
[8] Noise
[9] Land and Shoreline Use
[10] Housing
[11] Aesthetics
[12] Light and Glare
[13] Recreation
[14] Historic and Cultural Preservation
[15] Transportation
[16] Impact on Public Services
[17] Utilities

§ 4.06 Existing Environmental Hazards

Checklist

Chapter 5 Offering Memorandum

§ 5.01 Introduction
§ 5.02 Summary of Terms

[1] Borrower
[2] Participants in Joint Venture
[3] Amount
[4] Loan Managers
[5] Purpose
[6] Security
[7] Participants' Agreements

[a] Equity Funds
[b] Completion
[c] Excess Costs
[d] Management

[8] Final Maturity
[9] Drawdown Period
[10] Repayment
[11] Prepayment
[12] Cancellation of Commitment
[13] Currency Option
[14] Interest Rate
[15] Participation by Other Lenders
[16] Commitment Fee
[17] Letter of Credit Option for Export Credits
[18] Major Conditions Precedent to Initial Drawdown
[19] Major Conditions Precedent to All Drawdowns
[20] Major Covenants
[21] Overdraft Facilities
[22] Major Events of Default
[23] Subordinated Loans
[24] Choice of Law
[25] Legal Counsel to Lenders
[26] Agent
[27] Financial Advisor to Borrower
[28] Taxes and Other Deductions
[29] Documentation
[30] Confidentiality

§ 5.03 Project Entity

[1] Background
[2] Project Description
[3] Ownership and Management

§ 5.04 Project Participants (Sponsors)

[1] Description
[2] Financial Reports

§ 5.05 Environmental Considerations

Checklist

Chapter 6 Credit Agreements

§ 6.01 Commitment Letter
§ 6.02 Loan Agreements
§ 6.03 Clauses found in Commercial Bank Loans

[1] Definitions
[2] Loan Commitment

[a] Revolving Credit
[b] Term Loans

[3] Alternate Currency Options

[a] Reference Rate
[b] Offshore Rate

[i] Libor
[ii] Cayman
[iii] Hibor

[c] CD Rate
[d] Fixed Rate

[7] Interest Periods
[8] Interest Rate Swaps and Currency Exchanges

[a] Interest Rate Swaps
[b] Currency Exchanges

[9] Change in Circumstances Affecting Rates
[10] Bankers' Acceptances
[11] Commercial Paper
[12] Collateral and Security
[13] Conditions Precedent
[14] Representations and Warranties
[15] Reports
[16] Repayment and Prepayment
[17] Affirmative Covenants
[18] Negative Covenants
[19] Events of Default
[20] Fees
[21] Managers, Agent and Reference Bank
[22] Increased Costs
[23] Indemnity
[24] Applicable Law and Jurisdiction
[25] Notices and Miscellaneous

§ 6.04 Clauses Found in Export Credits

[1] Introduction
[2] Amount and Terms of Loans
[3] Promissory Notes
[4] Interest
[5] Repayment and Prepayment
[6] Disbursement Procedures

[a] Supplier's Certificate or Claim
[b] Reimbursement
[c] Letter of Credit to Suppliers

[7] Security
[8] Conditions Precedent
[9] Representations and Warranties
[10] Affirmative Covenants
[11] Negative Covenants
[12] Special Representations re Agents and Commissions
[13] Reports
[14] Events of Default
[15] Marine Transportation Restrictions
[16] Insurance Restrictions
[17] Insurance Proceeds
[18] Arbitration Awards
[19] Sovereign Immunity
[20] Judgment Currency
[21] Expenses
[22] Taxes
[23] Jurisdiction

§ 6.05 Contractor Provided Financing

[1] Contractor as Intermediary Between Borrower and Banks or Export Credit Organization
[2] Clauses Often Found in Contractor Financing

[a] Bank Guarantee
[b] No Right of Offset on Notes
[c] Waiver of Sovereign Immunity

§ 6.06 Publicly Offered Bonds

[1] Support Required of Participants
[2] Disadvantages of Bearer Bonds to Project
[3] Use of Offshore Finance Companies

§ 6.07 Intercreditor Agreement

Checklist

Chapter 7 Documentation Supporting Credits

§ 7.01 Mortgages and Indentures
§ 7.02 Guarantees by Participants
§ 7.03 Standby Letters of Credit
§ 7.04 Completion Agreements
§ 7.05 Security Agreements
§ 7.06 Pledges
§ 7.07 Sales Contracts

[1] Long Term
[2] Take or Pay-"Ironclad"-Contracts
[3] Take or Pay, If Available
[4] Take and Pay Contracts

§ 7.08 Clauses Found in Take or Pay and Take and Pay Contracts

[1] Allocated Production Capacity
[2] Option and Reserve Production Capacity
[3] Standby Charge
[4] Minimum Periodic Payment
[5] Payments to Trustee
[6] Enforceability by Trustee

§ 7.09 Comfort Letters
§ 7.10 Payments Procedures
§ 7.11 Voting Trust
§ 7.12 Diagram of Documentation Supporting Credit

Checklist

Chapter 8 Agreements Among Participants

§ 8.01 Legal Forms of a Project Entity

[1] Stockholder Agreements
[2] Joint Venture Agreements
[3] Partnership Agreements
[4] Limited Liability Companies

§ 8.02 Clauses Found in Stockholder, Joint Venture, Partnership, and Limited Liability Company Agreements

[1] Ownership Interests
[2] Capital Calls
[3] Executive Committee
[4] Manager

[a] Reimbursable Costs
[b] Fees

[5] Annual Budget and Accounting; Reports
[6] Transfer of Ownership Interests
[7] Defaulting Participants
[8] Admission of New Participants
[9] Income Tax Matters
[10] No Partition
[11] Consequential Damages
[12] Right of Access to Project
[13] Governing Law

§ 8.03 Expansion Agreements
§ 8.04 Indemnity Agreements

Checklist

Chapter 9 Construction Contracts

§ 9.01 General

[1] Engineering
[2] Procurement
[3] Construction and Construction Management
[4] Fast-Track

§ 9.02 Fixed Price Contracts
§ 9.03 Cost Plus Fee Contract
§ 9.04 Cost Plus Fee with Guaranteed Maximum and Incentive Fee Contract
§ 9.04A Construction Contract Including Contractor-Provided Financing
§ 9.05 Clauses Found in Construction Contracts

[1] Scope of Work
[2] Definition of Costs
[3] Fixed or Target Price
[4] Contractor's Representations and Warranties
[5] Performance of the Work
[6] Time of Completion
[7] Payments
[8] Bonds/Lien Claims
[9] Subcontracts
[10] Environmental Responsibilities
[11] Inspection, Completion and Acceptance
[12] Termination

[a] For Cause
[b] For Owner's Convenience

[13] Defective Work
[14] Insurance
[15] Changes in the Work
[16] Patents and Royalties

Checklist

Chapter 10 Electrical Power Generating Plants

§ 10.01 Introduction
§ 10.02 Suppliers
§ 10.03 Components of a Combined Cycle Plant

[1] Gas Turbine Generator
[2] Heat Recovery Steam Generator
[3] Steam Turbine Generator
[4] Generator Step-Up Transformer
[5] Natural Gas Supply System
[6] Emission Control Equipment
[7] Condenser
[8] Steam Turbine Bypass
[9] Cooling Tower

§ 10.04 Financial Consideration
§ 10.05 Development Activity

[1] Site
[2] Natural Gas Availibility
[3] Power Sales Agreement
[4] Interconnection Agreement
[5] Industrial Water
[6] Cooling Water and Discharge
[7] Plant Construction Contract
[8] Operations Contract
[9] Permits
[10] Assignment of Responsibility

[a] Permits
[b] Community Relations
[c] Negotiation of Contracts

§ 10.06 Distinctive Agreements for the Electrical Power Generating Industry

[a] Joint Development Agreements
[b] Natural Gas Transportation Agreements
[c] Generation Interconnection Agreements
[d] Wastewater Acquisition and Discharge Agreements

Checklist

Chapter 11 Use and Financing of Sea Transportation

§ 11.01 Introduction

[1] Examples of Shipments by Bulk Carriers
[2] Examples of Shipments by Tankers
[3] Environmental Regulations
[4] The International Maritime Organization ("IMO")
[5] Risk of Loss and Liability; Insurance
[6] Cabotage Laws

§ 11.02 Dedicated Port Facilities

[1] Requirements
[2] Public Ports - Exclusive Use of Docks and Storage Areas Together with Easements to and from the Dock Both by Land and by Sea
[3] Private Ports

§ 11.03 Purchase of Vessels

[1] Newbuildings
[2] A Japanese Newbuidling
[3] Terms of Payment for Japanese Newbuilding
[4] Consultant for Purchaser
[5] The Korean Newbuilding
[6] Terms of Payment for a Korean Newbuilding
[7] Purchaser's Representative for Korean Newbuilding
[8] Contract for Construction and Sale of a Vessel in Korea

§ 11.04 Registration of Vessels
§ 11.05 Financing of Newbuildings

[1] Introduction
[2] Security for Financing
[3] Sources of Funds
[4] Other Methods of Financing

§ 11.06 Operating and Selling a Vessel

[1] Introduction
[2] Master's Instruction Book
[3] General Agency Agreement
[4] Sale of a Vessel

Checklist

Chapter 12 The Mining Industry

§12.01 Introduction

[1] Historical Findings
[2] Recent Developments

§12.02 Principal Metals and Mined Products

[1] Coal
[2] Copper
[3] Gold
[4] Iron Ore

§12.03 Other Metals and Mined Products

 

[1] Cadmium
[2] Cement
[3] Chromium
[4] Cobalt
[5] Lead
[6] Magnesium
[7] Manganese and Molybdenum
[8] Nickel
[9] Oil Sands
[10] Platinum Group Metals

[a] Platinum
[b] Palladium
[c] Rhodium
[d] Iridium
[e] Ruthenium
[f] Osmium

 

[11] Silver
[12] Tin

[13] Titanium
[14] Uranium
[15] Vanadium
[16]Zinc
[17] Non-Metal Mining Products

[a] Salt
[b] Diamonds
[c] Potash, Phosphate and Nitrogen

§12.04 Selection of Mining Sites

[1] Introduction
[2] Regulatory & Legal Risks
[3] Theories Related to the Acquisition of Mining Properties

§12.05 Exploration Activity

[1] Ownership Position
[2] Second State
[3] Mineral Reserves & Mineral Resources

[a] Mineral Reserves

[i] Probable Mineral Reserve
[ii] Proven Mineral Reserve

[b] Mineral Resource

[i] Inferred Mineral Resource
[ii] Indicated Mineral Resource

[iii] Measured Mineral Resource

[4] Third Stage

§12.06 Sale of Ores

[1] Sale of Iron Ore in International Markets
[2] Sale of Other Ores

§12.07 Financing the Project

[1] Commitment Letter
[2] Commercial Bank Credit Agreements

[3] Sample Long-Term Sales Contract

§12.08 Purchase of an Existing Australian Nickel Metals Company

Chapter 13 Energy

§13.01 Introduction

§13.02 Fossil Fuels

[1] Oil and Gas

[a] Major International Oil Companies
[b] Other Independent Oil Companies
[c] Major State-Owned Oil Companies
[d] The Organization of Petroleum Exporting Companies (OPEC)

[2] Natural Gas

[a] Examples of Independent Natural Gas Companies
[b] Examples of Major State-Owned Natural Gas Companies

[3] Oil and Gas Pipelines

[b] Examples of Major State-Owned Pipelines

[4] Offshore Drilling Rigs
[5] Oil Sands
[6] Service Industries for Oil and Natural Gas
[7] Coal

 

§13.03 Nuclear Energy

[1] Suppliers of Enriched Uranium

Checklists

Part II

§13.04 Renewable Energy Sources

[1] Energy Policy Act of 2005

[2] Biofuels

[a] Glossary

[b] Biomass

[c] Bioethanol

 

[i] Major U.S. Ethanol Producers
[ii] Other U.S. Independent Energy Companies
[iii]Major International Ethanol Producers

[iv] Cellulosic Ethanol
[v] Ethanol and Biodiesel Plant Design and Construction
[vi] Biofuels Trading

[d] Biogas

[i]U.S. Biogas Industry
[ii] International Biogas Industry
[iii] Biogas Systems and Equipment Manufacturers

[e] Biodiesel

[i] U.S. Biodiesel Producers
[ii] International Biodiesel Producers

[3] Cogeneration

 

[i] U.S. Cogeneration
[ii] International Cogeneration

 

[4] Solar Power

 

[a] U.S Solar Industry

 

[i] Concentrating Solar Power (CSP) Plants
[ii] Photovoltaic Solar Power Plants

(a) Cadmiun Telluride Thin Film
(b) CIGS Thin Film

[iii] Power Purchase Agreements

[b] International Solar Power Industry

[5] Financing Considerations

Checklists

Forms
vOLUME 1
Form 1A Sample Simple Memorandum of Understanding
Form IB Sample Detailed Memorandum of Understanding
Form 1C Sample Letter of Intent
Form ID Sample Master Agreement
Form IE Sample Legislative Approval
Form 2 Sample Power Sales Contract
Form 2A Sample Power Sales Contract with a Public Utility District
Form 2B Sample Power Contract for up to 415 MW of Power
Form 3 Sample Water Purchase Agreement
Form 3A Agreement to Acquire Industrial Water
Form 4 Sample Railroad Siding Agreement
Form 4A Sample Pipeline Financing Plan
Form 4B Sample Licences, Permits and Approvals Checklist
Form 4C Sample Consulting Services Agreement

Volume 2

Form 5 Sample Commitment Letter
Form 6 Sample Commercial Bank Credit Agreement
Form 6A Sample1999 Credit Agreement Table of Contents
Form 7 Sample Credit Agreement Provisions for a Commercial Paper Facility
Form 7A Sample Depositary Agreement
Form 8 Documentary Acceptance Credit Agreement and Security Agreement for Eligible Bankers’ Acceptances
Form 9 Sample Open-Ended Indenture Trust
Form 10 Sample Eximbank Loan
Form 11 Sample ECGD Loan
Form 12 Sample Commercial Bank Loan Made to Contractor
Form 12A Sample Guidelines for Preparing Build-Operate-Transfer (BOT) Contract
Form 12B Sample Pipeline Construction Contract (Contractor-Provided Financing)
Form 12C Sample Note Purchase Agreement (Contractor-Provided Financing)
Form 13 Sample Long Term Sales Contract
Form 14 Sample Take or Pay Contract
Form 15 Sample Trust for Receipt of all Payments Under Take or Pay Contract
Form 16 Sample Payment Procedures for Funds Received Under Sales Contract
Form 17 Sample Expansion Agreement
Form 18 Sample Fast-Track Construction Contract
Form 18A Sample Agreement for Resident Project Representative for Fast-Track Construction Contract
Form 18B Sample Construction Contract (Cost Plus a Fee with a Guaranteed Maximum)
Form 18C Sample Form for Subcontractors in a Large Project
Form 19 Sample Intercreditor Agreement
Form 20 Sample Description of a Public/Private Partnership
Form 21 Sample Limited Liability Company Agreement
Form 22 Sample Management Agreement
Form 23 Sample Technical Services Agreement
Form 24 Sample Joint Development Agreement
Form 25 Sample Gas Distribution Transportation Service Agreement between Shipper and Receiver
Form 26 Sample Gas Transportation Operating Policies and Procedures
Form 27 Sample Generation Interconnection Agreement
Form 28 Sample Construction and Operation and Maintenance Agreement
Form 29 Sample Effluent Acquisition Agreement
Form 30 Sample Wastewater Discharge Agreement

Volume 3

Form 31 The Port Agreement
Form 32 Regulations for the Port of Cape Cuvie
Form 33 Shipbuilding Contract for One Single Screw Ore/Bulk/Oil Carrier
Form 34 Consultancy Agreement
Form 35 Contract for the Construction and Sale of Two Self-Elevating Jack-Up Drilling Units
Form 36 First Preferred Mortgage
Form 37 Masters Instruction Book
Form 38 General Agency Agreement
Form 38 Ship Sales Agreement
Form 39 A Tanker Charter Agreement
Form 39 B Vessel Acquisition Agreement
Form 39 C Pipeline Company Outline of Throughtput Agreement
Form 40 Australia: Iron Ore Agreement
Form 41 Peru: Ore Deposits Agreement
Form 42 France: Agreement Concerning Bauxite Deposits
Form 43 Australia:Bausite Agreement
Form 44 Mining Lease
Form 45 Drilling Agreement
Form 46 Joint Venture Agreement
Form 47 Management Agreement
Form 48 Iron Ore Contract
Form 49 Purchase Agreement
Form 50 Bauxite Supply Agreement
Form 51 Participants Agreement
Form 52 Expansion Agreement
Form 53 Loan Agreement
Form 54 Financial Advisory Proposal
Form 55 Agreement for Exploring for and Developing Ores, Minerals and Other Products
Form 56 State of Western Australia and Salt Mines Pty. Limited Agreement Relating to Lake Macleod Evaporites
Form 57 Energy Services Agreement
Form 58 Joint Development of Cogeneration Facilities Agreement between Bech Enterprises and P Enterprises, and Environ Power Corporation and Scrub Power Corporation

Index

Note: All forms available on CD-ROM included with release.

Book Overview