Rail finance—bi-partite and tri-partite purchase agreements
Produced in partnership with Bryan Cave Leighton Paisner LLP
Rail finance—bi-partite and tri-partite purchase agreements

The following Banking & Finance guidance note Produced in partnership with Bryan Cave Leighton Paisner LLP provides comprehensive and up to date legal information covering:

  • Rail finance—bi-partite and tri-partite purchase agreements
  • Main parties and structure
  • Main transaction documents
  • The operator's involvement in a procurement
  • Bi-partite purchase agreements
  • Tri-partite purchase agreements
  • Bi-partite purchase agreements vs tri-partite purchase agreements—overview risk analysis

The UK is leaving the EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on the information regarding public procurement in this Practice Note. For guidance, see News Analyses: Deal or no deal―how will Brexit impact public procurement? and Commercial: Brexit and Public procurement.

In addition, the UK government has published high level guidance on public procurement post-Brexit:

  1. Public-sector procurement under the EU Withdrawal Agreement, and

  2. Public-sector procurement after a no-deal Brexit.

New fleets of rolling stock for use in UK passenger operations are procured using a variety of different structures. The most straightforward structure involves an operating lessor purchasing a new fleet from a rolling stock manufacturer under a purchase agreement and leasing it to an operator. This Practice Note describes procurements using this structure.

In particular, this Practice Note draws out the differences between a procurement in which the operator is a party to the purchase agreement together with the lessor and the manufacturer (a tri-partite purchase agreement) and a procurement in which just the lessor and the manufacturer are a party to the purchase agreement (a bi-partite purchase agreement).

After the expiry or earlier termination of the operating lease agreement with the initial operator, the rolling stock will be leased over the course of its operational life to other operators but references to the

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