INDEX annual management plan, terminology in credit agreement

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1 INDEX Aboriginal rights Aboriginal title, establishment of, 316 claims, suggested clauses, consultation, process for, duty to consult and accommodate, generally, risk assessment, 214 accounting, costs and budgets, acknowledgement and consent, terminology in credit agreement, administration agreement, 83 airports and air transportation, risks, annual management plan, terminology in credit agreement, 186 Bank Act, 481 Basel Committee on Banking Regulation, 22-23, 62 biomass power projects, , bonds advantages and disadvantages for finance structure amortizing bonds, 375 bullet bonds, 376 deferred interest bonds, 376 serial bonds, bond offering structures, documentation, borrower representatives, 149 bridge finance, definition, xxvii bridge projects collateral/security, covenants, diligence, financing, purpose, ownership issues, risks,

2 PROJECT FINANCE IN CANADA bridge projects Continued specialized terms, timing risks, broadcasting, film and game industry collection agreements, 466 commissioning, 362 completion guarantees, funding sources gap financing, 467 generally, parties, 459 pledge holder agreements, 467 risks, identifying and evaluating, 459 Canada Transportation Act (CTA), change orders and cost overruns causes, costs, generally, , 613 identifying and controlling, monitoring, sponsor equity contribution, closing agenda, collateral agency agreement, collateral/security bridge projects, entertainment facilities, festivals, generally, railcars and rail transportation, commercial operation, terminology in credit agreement, commissioning definition, 359 examples gaming facilities projects, 362 highway project, hydro-electric project, wind power project, 361 role of independent engineer in certifying commissioning, completion, and turnover,

3 INDEX commissioning Continued terminology in credit agreement, commitment letters, completion of project completion payments in highways projects, definitions, 362 final completion examples gaming facilities project, 365 highway project, 365 senior care facility project, risk, role of independent engineer in certifying commissioning, completion, and turnover, substantial completion examples gaming facilities project, 363 highway project, wind power project, 363 terminology in credit agreement, turnover, conditions precedent closing, to, drawdown, to, construction construction period insurance, construction period roles and participants, financing generally, xx-xxii loan, definition, xxv risk, , , consultants financial advisor to lenders, independent engineer contract review by, project engineer, distinguished from, reports, 338 role in project finance, scope of work, terminology in credit agreement, 193 tools to assess projects, independent insurance consultant, role of,

4 PROJECT FINANCE IN CANADA consultants Continued independent quantity surveyor, role of, cost overruns, see change orders and cost overruns costs change orders and cost overruns, completion, terminology in credit agreement, maintenance, terminology in credit agreement, project, terminology in credit agreement, covenants bridge projects, environmental risk, , financial, generally, , 371 mining industry, negative, specialized, credit agreement terms acknowledgement and consent, annual management plan, 186 commercial operation, commissioning, conditions precedent, consultants, 193 cost to complete, covenants, default, events of, definitions, demobilization, 190 environmental liabilities, exhibits, 138 generally, 93-94, 185 industry practice, land rights, Loan Syndications and Trading Association (LSTA), model provisions, maintenance costs, project costs, regulatory terms, renewable energy projects, representations and warranties,

5 INDEX credit agreement terms Continued schedules to agreement, credit crisis of 2008 structuring requirements after, credit wrap structure documentation, elements of, example, 7-16 currency risk, 218, 615 cyber security issues, debt issuance, common adjustments, 379 default, events of, definitions bridge finance, xxvii construction loan, xxv contractors, 6 credit agreement, in, debt, equity, xxvi financial covenants, sample definitions, financial guaranty, xxvii mezzanine lenders, 5 mezzanine or quasi equity financing, xxvi mortgage, xxvi non-recourse, xxvi operator, 6-7 payment assurance, xxvii performance guarantee, xxviii personal property security, xxvii project, xxvii project financing, x proponent, 4 quasi equity financing, xxv-xxvi recourse, xxvi risk and return, xxvi secured loan, xxvii senior debt, xxv senior lenders,

6 PROJECT FINANCE IN CANADA definitions Continued special purpose vehicle, xxvii, 3-4 sponsor, 4 subordinate lenders, 5 subordinated debt, xxv take out funding/lender, xxv, 5-6 demobilization punch list and, terminology in credit agreement, 190 derivatives, 146 design-build-finance-maintain model (DBFM), 414 design-build-finance model (DBF), 414 design-build-finance-operate-maintain model (DBFOM), 415 design-build model (DB), 413 dispute resolution dispute resolution boards, 222 generally, jurisdiction, 161 documentation administration agreement, 83 closing agenda, collateral agency agreement, commitment letters, completion guarantee, 80 due diligence, environmental reports and materials, financial covenants, sample definitions, force majeure clauses, guarantee, guarantee assurance agreement for credit wrap structures, Know Your Customer requirements, land rights, perfection certificates, reports and opinion, revenue, risk assessment, 217 drawdown, conditions precedent to,

7 INDEX due diligence deliveries, insurance for project finance, process, requirements, enforcement of security, engineer, independent contract review by, project engineer, distinguished from, reports, 338 role in certifying commissioning, completion, and turnover, role in project finance, scope of work, terminology in credit agreement, 193 tools to assess projects computer models, 340 procurement activities, 342 project change management plan, project master schedule, risk-critical areas identified, 340 timeline risk analysis, 339 engineer, project engineering services, generally, management services, procurement services, 351 entertainment facilities, festivals case study, 454 challenges, collateral/security, financing, funding sources, revenue streams, 451 sites, 451 sponsors, role of, 453 environmental issues covenants addressing environmental risk, , environmental assessment process, environmental liability insurance,

8 PROJECT FINANCE IN CANADA environmental issues Continued generally, liabilities, terminology in credit agreement, questionnaire and indemnity, regulatory jurisdictions, 287 remediation, effect of, reports and materials, , representations, warranties, and covenants, risk assessment, , 220, studies, equity cure rights, definition, xxvi funding, generally, xxiii-xxiv support/sponsor, revenue source, exchange of information, Federal Administration Act, 425 festivals case study, 454 challenges, collateral/security, financing, funding sources, revenue streams, 451 sites, 451 sponsors, role of, 453 film industry, see broadcasting, film and game industry finance markets comparison of debt markets, 370 covenants, 371 deal timetable example, volatile market, 380 debt instruments, advantages and disadvantages amortizing bonds, 375 bullet bonds, 376 deferred interest bonds, 376 serial bonds, exempt market offerings, generally, market based finance tools 634

9 INDEX finance markets Continued market based finance tools Continued credit substitution for rating, hedging support, sequenced bonds, private debt market economic infrastructure, 393 growing requirement for infrastructure replacement, 392 infrastructure, definition, 393 regulated infrastructure assets, characteristics, sectors and subsectors of infrastructure, 393 public debt markets common adjustments, 379 debt issuance, features, debt securities markets and exchanges, 384 documentation for public bond issuance, foreign investors, 384 listing requirements, structures used for debt issuance, risk assessment for debt issuance, financial advisor to lenders, role of, Financial Crimes Enforcement Network (FinCEN), 561 financial guaranty, definition, xxvii Financial Transactions and Reports Analysis Centre (FINTRAC), force majeure clauses, risk, 17 foreign investment promotion and protection agreement (FIPA), 157 foreign investment, restriction affecting project finance, free trade area (FTA), 157 game industry, see broadcasting, film and game industry gaming facilities projects commissioning, 362 final completion examples, 365 substantial completion examples,

10 PROJECT FINANCE IN CANADA guarantee completion, 80 documentation, generally, guarantee assurance agreement for credit wrap structures, health and safety regulation affecting project finance, heritage regulation affecting project finance, highway projects commissioning, completion of project, 365 completion payments, integration issues, public/private partnership project agreements, risk allocation during construction, substantial completion, tolling, hydroelectric and nuclear power projects commercialization and take out risk, commissioning, completion risk considerations, features of large scale projects, hydroelectric power projects, characteristics, nuclear energy projects, characteristics, power purchase agreements, 542 risks, standards and triggers, ICSID Convention, 157, 161 IFRS accounting standards, 22, 62, 67, 150, 480 immigration restrictions affecting project finance, 335 importation restrictions affecting project finance, industry practice, terminology in credit agreement, infrastructure economic infrastructure, 393 growing requirement for infrastructure replacement, 392 infrastructure, definition, 393 regulated infrastructure assets, characteristics, risk factors and mitigants,

11 INDEX infrastructure Continued sectors and subsectors of infrastructure, 393 insurance business interruption insurance, construction period insurance, consultant, independent, role of, due diligence, environmental liability insurance, errors and omissions insurance, 254 flood, earthquake, and hurricane insurance, generally, operational period insurance, political risk insurance, rail industry, terrorism insurance, intellectual property definitions, generally, 597 representations and warranties example clauses, generally, interest rate risk, internal rating base (IRB), 23, 62 invitation to tender (ITT), jurisdiction choice of, 54-55, , 161 dispute resolution, 161 environmental control, financial controls, 160 government involvement, 160 property and security interests, Know Your Customer requirements, land rights Aboriginal land rights, see Aboriginal rights credit agreement drafting requirements, sufficiency, leases and purchases, revenue source,

12 PROJECT FINANCE IN CANADA liens and holdbacks, risk assessment, Loan Syndications and Trading Association (LSTA), model credit agreement provisions, market based finance tools credit substitution for rating, hedging tools, sequenced bonds, material contracts, lender rights, mezzanine or quasi equity financing definition, xxvi generally, xxiii mining industry credit agreements, specialized clauses documentation and security, generally, 469 representations, warranties, and covenants, risks, mining debt, regulation affecting project finance, structures, specialized and synthetic, model credit agreement provisions, mortgage, definition, xxvi natural resource development affecting project finance, non-recourse, definition, xxvi nuclear power projects, see hydroelectric and nuclear power projects operational risk and mitigation, payment assurance, definition, xxvii pension plans equity funding and, xxiv mezzanine or quasi equity financing and, xxiii representations and warranties, senior secured take out financing and, xxii-xxiii perfection certificates, performance guarantee, definition, xxviii 638

13 INDEX permits and licences requirements, risk assessment, 215 personal property security, definition, xxvii political risk generally, 17, 615 insurance, mining project, nuclear energy project, 534 power projects, 508 risk assessment for debt issuance, 383 ports and water bridges, risks, 620 power generation and transmission regulation affecting project finance, power projects, see also hydroelectric and nuclear power projects biomass power projects, credit agreement terms, generally, solar power projects, wind power projects, PPP, P3, see public/private partnerships (PPP) privacy laws and regulations, compliance, private debt market economic infrastructure, 393 growing requirement for infrastructure replacement, 392 infrastructure, definition, 393 regulated infrastructure assets, characteristics, sectors and subsectors of infrastructure, 393 professional sports case studies, facilities, designing, financing sources, generally, interested parties, league rules, ownership and financing structure of team, 447 revenue sources at venue,

14 PROJECT FINANCE IN CANADA professional sports Continued venue investment considerations, project, definition, xxvii project finance, generally basic structure, 3-7 bond offering structures, collateral, credit wrap structure, 7-16 due diligence, five key aspects, 1-3 fundamental questions of lender, general introduction, x-xxviii jurisdiction, choice of, risk mitigation, structure concepts, 21-25, timing risk issues, transaction steps, proponent, definition, 4 public debt markets common adjustments, 379 debt issuance, features, debt securities markets and exchanges, 384 documentation for public bond issuance, foreign investors, 384 listing requirements, structures used for debt issuance, public financial assistance, types and structures generally, , 424 loan guarantee programs, loans/grants/cash advances, tax refunds and credits, public/private partnerships (PPP) agreements for highways, definition, 411 delivery models alternative services delivery model, design-build-finance-maintain model (DBFM), 414 design-build-finance model (DBF), 414 design-build-finance-operate-maintain model (DBFOM),

15 INDEX public/private partnerships (PPP) Continued delivery models Continued design-build model (DB), 413 distinguished from traditional project finance, 412 generally, PPP procurement process, request for proposal (RFP), , request for qualifications (RFQ), when PPP procurement model appropriate, 416 public sector participation in project finance federal regulatory framework, grants, lending to public entities, provincial and municipal regulatory framework, public financial assistance, types and structures generally, , 424 loan guarantee programs, loans/grants/cash advances, , tax refunds and credits, public/private partnerships (PPP) definition, 411 delivery models, distinguished from traditional project finance, 412 generally, PPP procurement process, when PPP procurement model appropriate, 416 public procurement procedures, punch list definition, 227 demobilization and, risk assessment, generally, 362 quantity surveyor, independent, role of, quasi equity financing definition, xxv-xxvi generally, xxiii railcars and rail transportation Canada Transportation Act (CTA), , collateral/security Canada,

16 PROJECT FINANCE IN CANADA railcars and rail transportation Continued collateral/security Continued primary vs. secondary documents, 431 reciprocity, 430 searches, 431 United States, 430 financing sources, insolvency, insurance requirements, Safe and Accountable Rail Act, (SARA), 432 safety regulations, 433 United States Code (USC), , recourse, definition, xxvi regulation affecting project finance anti-bribery, anti-money laundering, anti-terrorism, compliance with privacy laws and regulations, cyber security issues, federal regulatory framework affecting public procurement, foreign assets control, foreign investment, restriction on, generally, health and safety regulation, heritage regulation, immigration restrictions, 335 importation restrictions, Know Your Client, mining industry regulation, natural resource development, politically exposed persons, power generation and transmission regulation, provincial and municipal regulatory framework affecting public procurement, regulatory terms in credit agreements, safety regulations in rail industry, 433 suspicious transactions reporting regulation, transportation regulation, remedies, generally, 26-27, , renewable energy projects 642

17 INDEX renewable energy projects Continued biomass power projects, credit agreement terms, generally, solar power projects, wind power projects, reports and opinion, representations and warranties environmental issues, generally, intellectual property example clauses, generally, mining projects, request for proposal (RFP), 342, , 411, request for qualifications (RFQ), 342, revenue sources basic principles, documentation, equity support, leases and purchases, 211 public sector grants, risk assessment and mitigation, 217 sinking funds, tolling, risk and return, definition, xxvi risk assessment and mitigation authorization and approvals, 616 construction risk, , generally, identifying risks, aboriginal rights, 214 access, 216 completion of project, 18, , , contract terms to manage risk, 220 cost escalation, 216 cost overruns, 613 credit risk,

18 PROJECT FINANCE IN CANADA risk assessment and mitigation Continued identifying risks Continued currency risk, 218, 615 delay, owner-caused, design and building material risk, 219 design-build contracts, 221 dispute boards, 222 documentation risk, 217 economic risk, electronic records, 221 environmental risk, , 220, , force majeure risk, 17 historic sites, 216 interest rate risk, legal rights, 215 legal risk, 17 operation and maintenance risk, , 613 payment interruption, permits, 215, political risk, 17 pre-qualifying bidders, priming claims, refinancing or take out risk, 18 regulation, 218 revenue sources, 217 safety and soundness, 215 security, 218, 616 supply, 214, syndication risk, 18 take out funding risk, 18, 19, 222 technical risk, 16 timelines, 213 timing risk issues, infrastructure, land rights, sufficiency of, legal risk, 614 lender rights to material contracts, liens and holdbacks, offtake (revenue) risk, 614 operational risk, 613 overall risk, 612 punch list and demobilization,

19 INDEX risk assessment and mitigation Continued supply risk, risk assessment, debt issuance non-hedged risk, placement risk, 382 political risk, 383 refinancing risk, 383 spread risk, Safe and Accountable Rail Act, (SARA), 432 secured loan, definition, xxvii senior care facility project, final completion example, senior debt, definition, xxv senior secured take out financing generally, xxii-xxiii sinking funds, social housing, risks, solar power projects credit agreement terms, generally, , special purpose vehicle definition, xxvii, 3-4 requirements, special purpose entity (SPE), definition, 88 structures in project finance basic considerations, domestic or international market, 37 integrated approach, 36 ownership, term choices, classic structures, credit crisis of 2008, structuring requirements after, generally, key structure concepts, selection criteria, sophisticated structures credit substitution requirements,

20 PROJECT FINANCE IN CANADA structures in project finance Continued sophisticated structures Continued credit wrap structures, synthetic structures, subordinated debt, definition, xxv syndicated loans agents, roles and responsibilities, definition, 543 documentation, standard form, inter-lender issues advances, 546 appointments, assignment, right to, , bank s rights, default, 545 jurisdictional issues, lender as agent, rights, 544 priorities and preferences, 544 releases and indemnities, 546 rights and remedies of lender group, 545 set off, 548 voting approval requirements, 546 Loan Syndications and Trading Association (LSTA), model credit agreement provisions, syndications and participations, take out funding definition, xxv risk, 222 tolling as revenue source, transaction steps conditions precedent, documentation process, 52 due diligence process, planning process, transportation regulation affecting project finance, turnover of project upon completion generally,

21 INDEX turnover of project upon completion Continued role of independent engineer in certifying commissioning, completion, and turnover, United States Code (USC), waste management facilities, risks, water processing projects, risks, 625 wind power projects commissioning, 361 credit agreement terms, generally, substantial completion examples,

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