Vendor Finance Loan Agreement Template for India

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Key Requirements PROMPT example:

Vendor Finance Loan Agreement

"I need a Vendor Finance Loan Agreement for a manufacturing equipment supplier requiring a loan of INR 50 crores, with quarterly repayments over 5 years starting March 2025, secured by equipment and inventory."

Document background
The Vendor Finance Loan Agreement is a specialized financing instrument used in the Indian market to facilitate business operations by providing vendors with necessary funding. This document is typically employed when a vendor requires financing for their business operations, inventory management, or expansion plans. The agreement, governed by Indian law, comprehensively covers all aspects of the lending arrangement, including loan terms, security structures, and compliance requirements with relevant Indian banking and financial regulations. It's particularly useful in scenarios where vendors need working capital or term loans to fulfill large orders or maintain business operations. The document must comply with various Indian legislations including the Banking Regulation Act, 1949, Indian Contract Act, 1872, and relevant RBI guidelines, making it a robust legal instrument for both lenders and borrowers.
Suggested Sections

1. Parties: Identification of the lender, borrower (vendor), and any guarantors with their complete legal names and addresses

2. Background: Context of the vendor financing arrangement, relationship between parties, and purpose of the loan

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement

4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted use of funds

5. Interest Rate and Calculations: Details of interest rate (fixed or floating), calculation method, and payment frequency

6. Drawdown and Disbursement: Conditions and procedures for loan disbursement, including any tranches

7. Repayment Terms: Repayment schedule, installment amounts, and prepayment provisions

8. Security and Collateral: Details of security or collateral provided for the loan

9. Representations and Warranties: Standard declarations by the borrower about their legal status and capacity

10. Covenants: Positive and negative obligations of the borrower during the loan term

11. Events of Default: Circumstances constituting default and consequences thereof

12. Remedies: Rights and remedies available to the lender in case of default

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. Notices: Process and addresses for serving notices under the agreement

Optional Sections

1. Guarantee: Required when a third party provides a guarantee for the loan

2. Insurance: Needed when specific insurance requirements are imposed on the collateral or business

3. Assignment and Transfer: Include when rights to assign or transfer the loan need to be specifically addressed

4. Force Majeure: Optional clause for circumstances beyond parties' control affecting loan obligations

5. Cross Default: Include when default in other agreements should trigger default under this agreement

6. Additional Security: Required when multiple forms of security or future security arrangements are contemplated

7. Financial Covenants: Include when specific financial ratios or metrics need to be maintained

8. Change in Law: Required when specific provisions for handling regulatory changes are needed

Suggested Schedules

1. Schedule 1 - Loan Details: Detailed breakdown of loan amount, interest rates, and payment schedule

2. Schedule 2 - Drawdown Conditions: Specific conditions precedent for loan disbursement

3. Schedule 3 - Security Details: Detailed description of all security/collateral provided

4. Schedule 4 - Repayment Schedule: Detailed amortization schedule with payment dates and amounts

5. Schedule 5 - Form of Drawdown Notice: Template for requesting loan disbursement

6. Schedule 6 - Vendor Details: Complete details of vendor's business and operations

7. Appendix A - Required Documents: List of documents required for loan processing and compliance

8. Appendix B - Financial Covenants Calculations: Formulas and methods for calculating financial covenants

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Automotive

Industrial Equipment

Telecommunications

Infrastructure

Healthcare

Construction

Energy

Agriculture

E-commerce

Relevant Teams

Legal

Finance

Procurement

Treasury

Risk Management

Compliance

Credit

Supply Chain

Corporate Finance

Vendor Management

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Procurement Manager

Treasury Manager

Risk Manager

Credit Manager

Financial Controller

Compliance Officer

Business Development Manager

Vendor Relationship Manager

Contract Manager

Supply Chain Manager

Corporate Finance Manager

Banking Relationship Manager

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement in India. Essential for structuring the loan agreement's basic elements including offer, acceptance, consideration, and contractual obligations.
Registration Act, 1908: Governs the registration of documents. Relevant for determining whether the loan agreement requires mandatory registration, especially if it involves any immovable property as security.
Indian Stamp Act, 1899: Determines the stamp duty payable on loan agreements and security documents. Compliance is crucial for document admissibility in court.
Banking Regulation Act, 1949: Regulates banking operations in India, including lending activities. Relevant for ensuring compliance with banking norms and regulations.
Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act): Important for enforcement of security interests and recovery procedures in case of default.
Interest Act, 1978: Governs interest rates and their calculation. Essential for ensuring the interest rates in the agreement are legally compliant.
Recovery of Debts Due to Banks and Financial Institutions Act, 1993: Provides the legal framework for debt recovery procedures and establishment of debt recovery tribunals.
Information Technology Act, 2000: Relevant if the agreement involves digital signatures or electronic execution of documents.
The Foreign Exchange Management Act, 1999 (FEMA): Applicable if the vendor financing involves any cross-border transactions or foreign currency elements.
Prevention of Money Laundering Act, 2002: Ensures compliance with anti-money laundering regulations in financial transactions.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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