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Joint Venture Loan Agreement
"I need a Joint Venture Loan Agreement governed by Hong Kong law for a USD 50 million facility to finance a technology joint venture between a Chinese tech company and a US software firm, with quarterly repayments over 5 years and parent company guarantees from both JV partners."
1. Parties: Identification of the lender(s), borrower(s), and any guarantors, including their registration details and addresses
2. Background: Context of the loan within the joint venture arrangement, purpose of the facility, and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. The Facility: Details of the loan amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn
6. Drawdown: Procedures and requirements for drawing down the loan
7. Interest: Interest rate, calculation method, payment dates, and default interest provisions
8. Repayment: Terms and schedule for repayment of the loan
9. Representations and Warranties: Statements of fact and assurances given by the borrower
10. Covenants: Positive and negative obligations of the borrower during the loan period
11. Events of Default: Circumstances that constitute default and consequences thereof
12. Changes to Parties: Rules regarding assignment, transfer, and changes to the parties
13. Administration: Administrative provisions including notices, calculations, and payments
14. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction provisions
1. Security: Details of any security or collateral for the loan, used when the loan is secured
2. Guarantee: Terms of any guarantee provided, included when there are guarantors
3. Relationship with Joint Venture Agreement: Detailed provisions on how this loan agreement interacts with the JV agreement, used when complex interaction exists
4. Subordination: Provisions regarding priority of this loan compared to other debt, used when there are multiple lenders
5. Tax Gross-up and Indemnities: Detailed tax provisions, used when tax implications are significant
6. Increased Costs: Provisions for dealing with regulatory changes affecting the loan cost, used for longer-term loans
7. Set-off Rights: Rights to set off debt against other obligations, used when parties have multiple relationships
8. Currency Provisions: Detailed currency conversion and risk provisions, used for multi-currency facilities
1. Schedule 1 - Conditions Precedent: Detailed list of all required conditions precedent documents and requirements
2. Schedule 2 - Form of Drawdown Request: Template for drawdown notices and requirements
3. Schedule 3 - Repayment Schedule: Detailed amortization or repayment schedule
4. Schedule 4 - Form of Transfer Certificate: Template for transferring loan participations
5. Schedule 5 - Joint Venture Information: Key details about the joint venture structure and ownership
6. Appendix A - Security Documents: Forms of security documents if applicable
7. Appendix B - Financial Covenants: Detailed financial covenants and calculation methodologies
8. Appendix C - Authorized Signatories: List of authorized signatories for each party
Authors
Account Bank
Affiliate
Agreement
Authorisation
Availability Period
Available Commitment
Board
Business Day
Business Plan
Commitment
Conditions Precedent
Confidential Information
Default
Default Interest
Default Rate
Disruption Event
Drawdown Date
Drawdown Notice
Drawdown Period
Event of Default
Facility
Facility Agent
Fee Letter
Final Maturity Date
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantee
Guarantor
HIBOR
Hong Kong
Interest Payment Date
Interest Period
Interest Rate
Joint Venture Agreement
Joint Venture Company
Joint Venture Partners
Legal Reservation
Lender
Loan
Material Adverse Effect
Obligor
Outstanding Amount
Party
Permitted Security
Project
Project Documents
Quotation Day
Reference Banks
Repeating Representations
Repayment Date
Repayment Schedule
Security
Security Agent
Security Documents
Security Interest
Shareholders
Subsidiary
Tax
Transaction Documents
Transfer Certificate
Unpaid Sum
Facility Terms
Purpose
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Security
Guarantee
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Joint Venture Undertakings
Events of Default
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Severability
Assignment and Transfer
Third Party Rights
Governing Law
Dispute Resolution
Force Majeure
Taxes
Increased Costs
Currency Provisions
Anti-corruption
Relationship with Joint Venture Agreement
Banking & Financial Services
Real Estate & Construction
Manufacturing
Technology
Infrastructure
Energy & Resources
Transportation & Logistics
Healthcare
Telecommunications
Retail & Consumer
Industrial
Agriculture
Mining
Hospitality
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Business Development
Project Management
Investment
Corporate Secretariat
Executive Leadership
Banking Relations
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Financial Controller
Treasury Manager
Joint Venture Manager
Business Development Director
Project Finance Manager
Risk Manager
Compliance Officer
Corporate Secretary
Investment Director
Managing Director
Chief Executive Officer
Banking Relationship Manager
Finance Manager
Legal Director
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