On 3 June 2024, the Asia Pacific Loan Market Association (“APLMA”) published its set of “Model Provisions for Green Loans” (“Model Provisions”), following the publication of the “Draft Provisions for Sustainability-Linked Loans” by the London-based Loan Market Association (“LMA”) a year earlier in May 2023. The markets expect that the Model Provisions will bring some clarity into the classification of green loans going forward.

The APLMA, LMA and the Loan Syndications and Trading Association (“LSTA”) defined a green loan as “any type of loan instruments and/or contingent facilities (such as bonding lines, guarantee lines or letters of credit) made available exclusively to finance, re-finance or guarantee, in whole or in part, new and/or existing eligible Green Projects and which are aligned to the four core components of the Green Loan Principles” published by the APLMA, LMA and LSTA. Since their inception, green loans have in recent years become a significant part of the Asia Pacific region (“APAC”) loan markets.

However, the relevant market authorities have not put forward an exhaustive definition as to those circumstances in which they would categorise a project as “green”. Thus, there is no settled approach as to what products could be considered green loans in the APAC loan markets. The precedent green loan provisions currently in use significantly vary. Further, financial institutions have differing policies whilst borrowers have widely differing expectations on the terms of green loans, causing much confusion and disputes in the industry.

To address these issues, the APLMA published the Model Provisions that are intended to be adapted for different green loan structures in the APAC loan markets. The intention of the Model Provisions is to provide a starting point for negotiation between parties to a green loan. They are not mandatory and can be easily adopted in circumstances where both green and non-green loans are under the same facility agreement.

Key inclusions in the Model Provisions provide:

  1. An assumption that a “Green Loan Coordinator” will be appointed under a standalone agreement, rather than as a party to a facility agreement. The responsibility of the Green Loan Coordinator does not continue beyond the signing of the facility agreement. This is a similar approach to that of the LMA.
  2. A declassification mechanism that is more detailed than its LMA counterpart, although it is noted that such divergence may be reconsidered by the APLMA, with declassification being more relevant and important in green loans rather than sustainability-linked loans.
  3. An optional appointment of an external reviewer to review the annual green loan reports of a company. This provision aligns with the LMA’s approach. It also allows for the company to replace the external reviewer, subject to certain conditions.
  4. Two options for the identification of an “Eligible Green Project” and a further option for a “Green Loan Framework” to be adopted where specific projects are expressly identified in the facility agreement. A joint publication by the LMA and the APLMA in December 2023, “An Introduction to Green Loan Frameworks” (the “Introduction to Green Loan Frameworks”) (accessible here) provides further information on the options above.
  5. A “Material ESG Controversy” and whether it results in a “Potential Declassification Event”, affecting the facility or loan, but not triggering an event of default.
  6. Green loan reporting requirements which provide for: submission of annual “Green Loan and Verification Reports”; specific undertakings by the company to ensure alignment of proceeds from a green loan with the Green Loan Principles or Green Loan Framework; and a recommendation for external verification of the “Green Loan Report”, which is not a core component of the Green Loan Principles.

It should be noted that the Model Provisions should be read in conjunction with two joint publications by the APLMA, LMA and LSTA:

  • the Introduction to Green Loan Frameworks; and
  • “External Review Guidance for Green, Social, And Sustainability-Linked Loans” published in January 2024 (accessible here).

Looking ahead

It is highly likely that the Model Provisions will be reviewed and updated in the near future with market terms for green loans continuing to evolve along with varying market practices in the APAC region.