TERM SHEET TEMPLATE FOR GREEN ENERGY PROJECT
[TERM LOAN] IN THE [PHILIPPINES]
Proposed Term Loan Facility up to [AMOUNT] or 75% of the Total Project
Cost, whichever is lower
Indicative Principal Terms and Conditions
This indicative term sheet shall be used purely as basis for continued discussions and does not constitute a
commitment of the [BANK NAME] to arrange, lend or syndicate the financing or an agreement of the
[BANK NAME] to prepare, negotiate, execute or deliver such a commitment. The delivery of a commitment
shall be subject to, among others, (a) the [ B A N K N A M E ] ' s s a t i s f a c t i o n w i t h t h e r e s u l t s o f o u r d u e
d i l i g e n c e ; ( b ) s a t i s f a c t o r y documentation; and (c) approval by the credit committee of the [BANK
NAME]. Until such time a firm commitment is delivered, terms and conditions shall be subject to
amendments and modifications, or supplemented by the [BANK NAME] in our discretion at any time
and from time to time during the course of our due diligence and credit approval process or as a result
of market change or otherwise.
The principal terms and conditions hereunder are NOT intended as a summary of the legal
documentation entered or to be entered into in connection with the proposed Facility.
Borrower [DEVELOPER NAME]
Facility / Type Term Loan Facility
To partially [FINANCE]/[REFINANCE] the construction of the [PROJECT
Purpose
NAME] in [PROJECT LOCATION]
Amount [AMOUNT] or 75% of Total Project Cost, whichever is lower
Tenor Maximum of Ten (10) years
Grace Period 6-Months from Drawdown Date
180 days (180) year reckoned from the signing date of the Facility Agreement
Availability Period and associated documentation. Any undrawn amount at the end of the
Availability Period will be cancelled.
The facility must be signed and documented within ninety (90) days from
Validity Period
approval date.
Drawdown Lump Sum
The Borrower shall pay a commitment fee at a rate of 1/4 of 1% per month,
beginning at the end of the ninety (90) day period from signing of the loan
documents, payable every quarter, (the "Commitment Fee") to be calculated
Commitment Fee based on any undrawn portion of the Facility reckoned from the signing of the
Facility / Loan Agreement until the end of the Availability Period or until the
Borrower draws on the entire Facility or cancels the Facility, whichever is
earlier.
150 bps flat on the Facility Amount. Applicable taxes shall be for the account
Front-End Fee of the Borrower. The Front-End Fee shall be payable upon signing of the
Facility Agreement / Loan Documents.
Floater: 90d PDST-R2 +300Bps or BSP RRP 0/N rate
Indicative Rate +200Bps whichever is higher (indicatively 6.0%)
Fixed: 10yr PDST-R2 +400Bps (indicatively 7.7671%)
Quarterly in arrears. If an Interest Period would otherwise end on a day which
Interest
is not a Business Day, that Interest Period will instead end on the next
Repayment
Banking Day in that calendar month.
Principal Principal Amortization via equal quarterly principal payment
Repayment All relevant taxes and documentary stamps are for the account of the
Taxation
borrower.
Prepayment
Prepayment penalty of 2%
Penalty
(1) Debenture/Fixed Charge over the assets of [DEVELOPER NAME]
(2) Deed of Assignment on all rights and benefits under all project documents
as detailed herewith on this indicative term sheet.
(3) Deed of Assignment on Waterfall Account to be established upon project
completion and to be administered by [BANK NAME] Trust
Security
(4) Deed of Assignment on all Project Assets
(5) 100% insurance policy cover for the duration of the construction period
valid until full project completion; acceptability of insurance company to be
determined by [BANK NAME]
(6) All insurance policies to be endorsed to [BANK NAME]
All pertinent documents and instruments shall be submitted in forms and
substance acceptable to the bank; including but not limited to the following:
(1) Engineering-Procurement-Construction (EPC) Contracts with [EPC
CONTRACTOR]
(2) EPC Contract on Transmission Line
(3) Renewable Energy Purchase Agreement (REPA); which can be
Documentation submitted post-implementation
(4) Interconnection Agreement comprising of:
a. Connection Agreement
b. Metering Services Agreement
c. Transmission Services Agreement
(5) Submission of Certificate of Completion and Certificate of
Endorsement issued by relevant government agency
If a Market Disruption Event (as defined below) occurs in relation to the loan
for any interest period, the rate of interest on the loan for the interest period
shall be the rate per annum which is the sum of:
(i) The Interest Margin, and
(ii) As soon as practicable and in any event before interest is due to
be paid in respect of that Interest Period, to be that which
expresses as a percentage rate per annum the cost of the Bank
for funding the loan from whatever source it may reasonably
Market
select.
Disruption
For the purpose of this clause, "Market Disruption Event" means:
(i) At or about noon on the quotation day of the relevant Interest
Period the Screen Rate is not available or the Screen Rate is zero
or negative during the relevant Interest Period; or
(ii) Before close of business day of the next business day after the
quotation day for the relevant Interest Period, that the cost for
obtaining matching deposits in the Relevant Interbank Market
would be in excess of PDST-R, whichever is applicable.
Certain events will permit acceleration of the principal of the Notes (together
with all interest and additional amounts accrued and unpaid thereon). These
Events of Default
events include default with respect to the payment of principal of, premium, if
any, or interest on, the Notes.
Default Rate 12% per annum in case of default in any amount due and unpaid.
The borrower shall agree to observe certain covenants, including, among
Certain other things, incurrence of additional debt; grant of security interest; payment
Covenants of dividends; mergers, acquisitions and disposals; and certain other
covenants.
(1) Debt Service Coverage Ratio
Financial
(2) Debt to Equity
Covenants
To be Agreed upon
Governing Law Philippine Law
By affixing your signature below, you agree to the terms and conditions stated above and
allow the [BANK NAME] to process and seek internal approval for the Term Loan based on
the aforementioned.
[BANK NAME]
By:
[AUTHORIZED BANK REPRESENTATIVE]
Position:
Date:
CONFORME:
[DEVERLOPER NAME]
By:
[AUTHORIZED DEVELOPER REPRESENTATIVE]:
Position:
Date:
