Project Finance (A Legal Guide)

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Description
Guiding you through the legal and commercial issues involved, Project Finance explains current market practice in the project finance arena and how various techniques are used and adapted in a range of different sectors. The law and practice relevant to project finance, infrastructure and energy have continued to evolve in order to keep up with the significant changes which have occurred in the global economy in the eight years since the publication of the last edition. The 4th edition of this widely-acclaimed work helps you to stay up-to-date by providing you with detailed coverage of the changing nature of the industry. The book now reflects the expansion of projects beyond their power and energy roots and covers the infrastructure market in depth. Project Finance in particular charts the rise of independent financial equity in the projects, energy and infrastructure sectors and its effects and addresses the huge changes in the energy market. Continuing the tradition of previous editions, this book is written in a simple and informative style and is addressed to all those involved in projects and project finance, not just lawyers. You will find Project Finance an indispensable guide whether you work in government or the private sector and whether you are involved as a sponsor, a lender, a contractor or otherwise.
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Contents
Preface to the Fourth Edition
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of European and International Legislation
1.   The Parties Objectives
The Host Government
The Private Sector Sponsors
The Lenders
2.   Running a Competition
Why Run A Competition?
Legal Constraints
The Gpa's Requirements
Types of Procurement Procedures
The Scope for Negotiations in a Tender Process.
Other Features of the European Union Procurement Rules
Powers
Designing  a Competition
The Request for Proposals (RFP)
3.   Structuring the BID
The Finance Plan
 The Corporate Structure
4.   Types of Vehicle
The Pre-Development Phase
The Unincorporated Joint Venture
The General Partnership
The Limited Partnership
The Limited Liability Partnership (LLP)
The Incorporated Company
Other Forms of Vehicle Under EU Law
Comi
5.   The Contractual Framework
Types of Contract
Deal Philosophy; The "Back-to-Back" Exercise.
Shareholders Agreements
Concession Agreements and BOT Projects
Construction Contracts
Operation and Maintenance Agreements
Interface Agreements
Supply Contracts
Offtake Agreements: General
Gas Sales Agreements
Pass-Through Offtake Agreements
Power Purchase Agreements: The Standard Risk Allocation
Tolling Agreements
Ppp Agreements—The Standard Risk Allocation
The Nature of Termination Compensation
Dispute Resolution
6.   Bankability
General
Force Majeure
Requirements for Bankability
Lenders' Security Concerns
7.   The Principal Finance Documents
The Preliminary Information Memorandum
The Mandate Letter
Basic Terms of a Loan Agreement
The Non-Recourse or Limited Recourse Concept.
Some General Issues
Leasing
Hedging
8.  Negotiating Finance Documents
Intercreditor Issues
9.  Ratios and Accounts
Debt to Equity Ratio
Debt Service Cover Ratio
Loan Life Cover Ratio
Assumptions and Computer Models
Control Accounts
10. Project Bonds
Why Use a Project Bond?
Major Differences Between Capital Markets Financing and Bank Financing
Documentation of Project Bonds
Challenges for Project Bonds
Regulatory Issues
11. Sponsor Support, Security and Related Issue
Sponsor Support
Security
Direct Agreements and Collateral Warranties
12. Projects in Trouble
Directors' Duties Under English Law
The Contents of a Typical Standstill Agreement
Compromise Arrangements
The Lenders' Position: Taking Control
The Lenders' Position: Sale
13. Insurance Issues
The Lenders' Perspective
The Non-Vitiation Issue
Typical Insurance Provisions in a Project Credit Agreement
Mandatory Local Insurance; Reinsurance
14. Export Credit and Multilateral Agencies
Commercial and Political Risk
Export Credit Agencies
Multi-Lateral Agencies: International Finance Corporation (IFC), Multilateral
    Investment Guarantee Agency (MIGA) and the European Bank for Reconstruction and
    Development (EBRD)
The European Investment Bank (The EIB)
Intercreditor Issues Involving ECAS and The EIB
15. Environmental Issues
16. State AID
17. Public International Law and Projects
The Investment Protection Regime
18. Cross-Border Pipeline Projects
Competing Interests of Project Participants in Pipeline Projects
Host State Risk
Intergovernmental Agreements
Host Government Agreements
Particular Objectives and Issues
Expropriation and Nationalisation
19. Upstream Oil and Gas Projects
Production Sharing Agreements
The North Sea
Borrowing Base Facilities
20. LNG Projects
The LNG Supply Chain
The Changing LNG Market
Possible LNG Project Structures
Factors Influencing Choice of Structure ... Political Risk Mitigants for LNG Projects.
    Contractual Issues
The Lenders' Approach to Due Diligence
GTL Projects
21. Public-Private Partnerships
General
The Global Perspective
The Three Issues to Note
The Risk Allocation
Process
Financing
22. Infrastructure
Infrastructure Assets
Infrastructure Debt Trends
23. Nuclear Power
Scale and Economics
Delivery and Political Planning
Interfaces
Regulatory Oversight
Length of Development Phase and Structure of Construction Arrangements
Intelligent Customer
The Importance of the Term "Operator"
Contractual Remedies
Fuel Supply Arrangements
Offtake Arrangements
Financing
Nuclear Liability
Index
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