MASTERINGPROJECTFINANCE

DOCUMENTATIONA unique programme specifically designed tohelp practitioners gain a deeper insight into themechanics of project finance documentation

London Dates:30 November – 2 December 2016

COURSE LEADER: Richard Capps, International ProjectFinance Expert

After three intensive days you will be able to: � Understand the various risks throughout a project’s development andoperation, and identify how they are addressed in the variousoperational and financial contracts

� Reference the relevant clauses in the contractual documents, andexplain the interface between the actual conduct of the project and thecontractual arrangements and obligations

� Address the potential consequences of failing to implement projectdocumentation in a prudent way

The course has increased my understanding andeliminated fears of project finance documentationJames Mamza, UDBN“ ”www.iff-training.com

Tel: +44 (0)20 7017 7190 / Email: cs@iff-training.com

We can deliver this course in-house:Your company, your location, your needs

Contact Jeff Hearn: +44 (0)20 7017 7190jhearn@iirltd.co.uk

MASTERING PROJECT FINANCE DOCUMENTATIONThis course has been designed to address a need articulated by bank project finance team leaders, for a training course with muchgreater “granularity” of content and depth of analysis with regard to the key project and financing documents.

The need we have identified is for a workshop which goes well beyond the basic features of these agreements, so as to equip projectfinance team members with a deeper knowledge of:

• These documents’ core structure and key variants• The issues which are likely to be most contentious in the discussions between sponsors, lenders and others

This Project Finance Documentation course is also a valuable element in the training and development of sponsor-side negotiators andfinancial advisers from investment banks, accounting firms and commercial bank advisory teams. Undoubtedly, a lender’s appetite for riskacceptance and the provision of high levels of debt will be a key factor in the success of a project financing. Borrowers and financialadvisers have a keen interest in understanding what makes a particular agreement “bankable” and capable of supporting high earning.Legal firms may also wish to consider the course as means of sensitising staff to the particular issues of project financing documentation.

Course Leader: Richard Capps Trainer Richard Capps has a rare blend of experience pertaining to Finance Documentation.

He graduated in law from Trinity College, Cambridge, and studied at the Inns of Court Law School, whereafter hebecame a Barrister-at-Law. He then spent six years at Chase Manhattan Bank as a corporate relationshipmanager, gaining experience from a lender perspective. Five subsequent years in M&A advisory and corporaterestructurings at two investment banks gave him experience of structured finance and workout documentation.Richard later became CFO of a large public company, gaining the perspective of a corporate borrower and thenwas appointed by KMPG to be General Manager of a company in severe financial difficulties. This gave himvaluable experience of insolvency in several different jurisdictions.

Richard has been incorporating his experience into his training courses for over twenty years.

Hear from the trainer himself at: http://www.iff-training.com/VIDPFD

www.iff-training.comTel: +44 (0)20 7017 7190 / Email: cs@iff-training.com

WHY CHOOSE IFF AS YOUR TRAINING PROVIDER?

• Track Record – we have over 20 years’ experience of providing training to the banking, finance and energy sectors• Relevance – training courses are designed for small delegate groups which ensures you maximise the time and contact with your coursedirector

• Innovation – our courses are continually reviewed so you can be sure they are focusing on the most current issues• Knowledge – all of our trainers are highly experienced and are world leading subject matter experts in the field they teach so you can beconfident you are learning from the very best

• Small class sizes – to aid knowledge acquisition and increase your personal interaction with the trainer• Value – our philosophy has always been to provide a practical training experience with skills that can be used to gain a tangible return onyour investment

• Accreditation – we are accredited by the British Accreditation Council (BAC)

Many organisations have realised that IFF in-company coursesoffer so much more than conventional courses. Here’s why:• We focus on providing our clients with training solutions that arespecifically designed for them in order to help them address theirkey business challenges

• IFF programmes are designed by practitioners for practitioners. Weequip our clients with the practical skills and knowledge they needto succeed

• Our international faculty of trainers are some of the world’s leadingexperts in their chosen field. We only use the best minds in thebusiness

• We’ve been supporting our clients for over 20 years; you can besure that, as such, our track record makes us the lowest risktraining partner you could find

• By focusing on the business issues behind the training need, wecan ensure that the content and focus are targeted 100% on theneeds of the business

• Quality is critical to our success. Our reputation has been built over20 years by delivering programmes of the highest standard. We willnever compromise on our desire to ensure that our courses surpassthe expectations of our clients, not meet them.

IFF is the chosen in-company training provider for some of theworld’s leading financial institutions, so rest assured you’ll be ingood company. We’ll also meet with you anywhere around theglobe. Only by understanding our clients’ business issues can we hope toadd substantial value. That’s why we work with our clients face to faceall over the world. If you would like one of our consultants to meetwith you to talk about your needs in more detail or if you would simplylike more information as to how you’ll benefit from our in-companyprogrammes, please contact Jeff Hearn (Managing Director) on +44 (0)20 7017 7190 or email: jhearn@iirltd.co.uk

IN-COMPANY TRAINING SOLUTIONSSAVE MONEY – IMPROVE PEFORMANCE – REDUCE RISK

If you have four or more people to train, our in-company courses can be delivered for you anywhere in the world and are the perfect solution for you.

Your comprehensive course agenda

Risk & ITS Management• The distinguishing features of project finance• The objective of managing risk• The six ways in which risk can be managed• The project finance structure overview, relationship of theparties

Governing Law & Enforcement Of Rights• Conflicts of law• Two requisites of project finance contracts– reversal of plaintiff/defendant positions– avoidance of litigation to enforce rights

• Alternative Dispute Resolution Procedure

Pre-Completion – Construction Contracts• FIDIC and other standards• Liquidated damages• Performance bonds and retentions• EPC and functional specification• Fixed price, lump sum, control of variations• Completion guarantees• Two-phase financing• Force majeure

Concession & Offtake Agreements• The origins of PPP and BOT• The pricing basis• The treatment of performance shortfalls• Termination, step-in rights• Direct agreements• Compensation• Volume risk – take-and-pay; take-or-pay; marketingagreements

• Exclusion clauses

Addressing the Risks, Protecting the IRRNegotiating the protection for the financiers,defending the IRR of the Sponsors

Financing Agreements• The loan syndication process• The term sheet• Particular features of project financings– the cashflow waterfall– the role of the project cashflow model– LLCR and ADSCR– cash sweeps– distribution lockups

• The layout of the loan agreement• key issues for Lenders:– material adverse change– drawdown stops– waivers and rectification– market disruption, increased costs– negligence – of Agent bank or consultants– disclaimers– legal opinions

– non-exclusive jurisdiction– loan liquidity, sell-down, novation, assignments– enforcement implications– environmental liability

• Key issues for Sponsors– conditions precedent to distributions to Sponsors– the potential to ‘hide’ recourse, how and why– the trigger for recourse– the quantum of recourse– 3-dimensional leverage, incl. maturity, grace, sculpting– majority lenders, snooze ‘n lose– removing individual financier participants, ‘yank thebank’, super majorities

• Other key issues:– reps and warranties, repeating reps– sponsor lock-ins, change of control– sponsor insolvency– appropriations, partial payments– illegality and severance– the effects of Basel 3 and Solvency 2

• Lender rights upon default• Reschedulings, restructurings

Dealing with DefaultsIllustrating the limited options when the facility isfully drawn, the assets are immovable, and theloan is in default

Security• A classification of security:– mortgages– fixed and floating charge– liens and pledges– hypothecation– assignments

• The limitations of security in project financings• Avoiding security:– use of the unincorporated joint venture– use of the bankruptcy remote vehicle

• The role of a security trustee• Guarantees:– the common law treatment– variations, additionality, on-trust, continuing security,termination, ruling off, joint and several, conclusiveevidence, indemnity, liability post-insolvency

Designing the Security StructureNegotiations for the optimisation of the securitystructure from the divergent perspectives ofLenders and Sponsors

Other Legal Issues• Insurances – CAR, ALOP, Marine, DSU, public liability• Political risk insurances – FX convertibility, insurrection,expropriation

• Monoline insurance, credit enhancement structures• Security trust vs. security agency• Intercreditor agreements

Mastering Project Finance Documentation

www.iff-training.comTel: +44 (0)20 7017 7190 / Email: cs@iff-training.com

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In-Company Training

The International Faculty of Finance hasbeen the world leader in specialist in-company training for over 20 years. Weexcel at designing and providingcustomised training solutions which meetyour organisational goals, objectives andbusiness challenges, whilst delivering anoutstanding return on investment.

Our international faculty of expert trainerswill create the perfect programme for yourneeds. Our in-company courses can alsosave you up to 40% compared to traditionalpublic courses, making big savings ontravel costs and reduced time away fromthe desk.

IFF delivers in-company training to clientsall over the world, at all levels within anorganisation across every sector of bankingand finance. This is what makes us sosuccessful in meeting the diverse needs ofour clients.

Not only does our reputation for quality makeus different from other training organisations,but we have a passion to ensure that ourcourses surpass the expectations of ourclients, not just meet them.

Rest assured - that when choosing IFF notonly are you making a safe decisionfinancially and professionally – we guaranteethe results you need to achieve from training.When it comes to improving the skills,knowledge and performance of your team,department or organisation – IFF in-companytraining is the ultimate solution.

Contact us to discuss further: +44 (0)20 7017 7193 | jhearn@iirltd.co.uk

www.iff-training.com • Tel: +44 (0)20 7017 7190 • Email: cs@iff-training.com4

Why choose IFF In-company Training?

� Cost Efficient � Customised Content � Convenient � Specially Selected Trainer � Free Pre-course Assessment � Consistent Quality � Post Course Evaluation � Dedicated Account Manager � Dedicated Logistics Manager � Tailored Course Materials � Interactive & Practical � Case Studies – Tailored to Specific

Regions & Sectors

Watch the video here: www.iff-training.com/INCVID

MASTERING PROJECT FINANCEDOCUMENTATION

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www.iff-training.comTel: +44 (0)20 7017 7190 / Email: cs@iff-training.com

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International Faculty of Finance KNect House30-32 Mortimer StreetLondon W1W 7RE

What happens if I have to cancel?The following charges will apply for written notice received: 30 +days before the course: 10%, 15–30 days before the course: 50%,1–15 days before the course: 100%In the unfortunate event that a course is cancelled, IFF Ltd are notliable for any costs incurred by participants in connection with thecourse.

TransfersThe following charges will apply for written notice received: 30 +days before the course: free of charge; 15–30 days before thecourse: 10%, 1–15 days before the course: 100%

Data Protection The personal information shown on this form, and/or provided by you,will be held on a database and may be shared with other companiesin the Informa Group in the UK and internationally. If you do not wishyour details to be available to other companies in the Informa Groupplease contact the Database Manager at the above address, Tel +44 (0)20 7017 7077, Fax +44 (0)20 7017 7828 or email: integrity@iirltd.co.uk.

Occasionally your details may be obtained from, or made available to,external companies who wish to communicate with you offers relatedto your business activities. If you do not wish to receive these offers,please tick the box. □

Incorrect Mailing If you are receiving multiple mailings or you would like us to changeany details or remove your name from our database, please contactthe Database Manager at the above address,Tel +44 (0)20 7017 7077, Fax +44 (0)20 7017 7828 or email:integrity@iirltd.co.uk – quoting the reference number printed on themailing label.

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Save money with in-house training

SAVE up to 40% and improve performance with our cost-effective tailored in-house courses

Contact Jeff Hearn for more details: +44 (0)20 7017 7190jhearn@iirltd.co.uk

IFF Training is accredited by the British AccreditationCouncil (BAC). The British Accreditation Council isrecognised internationally and provides the clearest markof educational quality and excellence. Accreditation byBAC is recognised by the UK Border Agency so the factthat IFF is BAC-accredited should help with your visaapplication.

If you would like us to contact you with a registration form via email,please tick which date you wish to register for, providing your contactdetails below in BLOCK CAPITALS. You can send this to us, using thecontact details above.

Course: 3 day IFF Mastering Project Finance DocumentationVenue: Central London

□ 30 November – 2 December 2016 (FLF3838)

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Administration Details:Cost: Including documentation, lunch & refreshments yourinvestment in this course is £2399 plus VAT = £2878.80The VAT is subject to change and may differ from the advertised rate. The amountyou are charged will be determined when your invoice is raised. (Our VAT numberis: 365 4626 36)

Register by Register after22 July 2016 22 July 2016

Course fee £2199.00 + VAT @ 20% £2399.00 + VAT @ 20%= £2638.80 = £2878.80SAVE £200

PLACES CANNOT BE GUARANTEED UNTIL FULL PAYMENT HASBEEN RECEIVED.Methods of Payment (Our VAT no is 365462636):By Bank Transfer, Cheque or Credit Card*if you would like to pay by credit card, please register via our secure paymentswebsite at www.iff-training.com, otherwise details of alternative ways to pay will beon the invoice you receive after registration. To ensure we provide the highest levelof security for your credit card details we are unable to accept such payments viaemail or fax which ensures that these details are never stored on our network.