THIS AGREEMENT3 IS MADE ON [ ], [
BETWEEN:
(1) [RELEVANT DEPARTMENT OR GOVERNMENT BODY] (the "Authority");
(2) [ ] (the "Agent" for the Senior Lenders);4 and
(3) [PROJECT COMPANY] (the "Contractor").
IT IS AGREED AS FOLLOWS:
______________________________________________________________________________________________________________
3 This draft deals with the step-in mechanics and novation. Other issues may also require inclusion in Funders' Direct Agreements if appropriate (such as specific detail relating to specific accounts into which payments are to be made and payment of insurance proceeds (see Section 17 (Insurance)). The Direct Agreement may not be used however as a device to reallocate risks which have already been allocated between the Authority and its bidder in the Contract.
4 The reference to "Senior Lenders" is intended to track the definition in the Financing Agreements. To the extent bonds are used, minor drafting changes will be needed (for example to refer to the "Trustee" rather than the "Agent" and to "Bondholders" rather than "Senior Lenders"). The approach taken will not otherwise differ. When a financial guarantor is involved as part of the Project, key decisions taken will be taken by the financial guarantor, rather than the guaranteed creditors) and the drafting should reflect this. Similarly, it may be that the security is held by a trustee for the financiers (usually called the "Security Trustee"). If so, then the drafting will require conforming.