Loan Swap Agreement Template for Singapore

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Key Requirements PROMPT example:

Loan Swap Agreement

"Need a Loan Swap Agreement under Singapore law for a real estate development company looking to convert their SGD 50 million floating rate loan to a fixed rate, with a term of 5 years starting from January 2025."

Document background
The Loan Swap Agreement is a critical risk management tool utilized when parties seek to modify their exposure to interest rate fluctuations without altering their underlying loan obligations. This document, governed by Singapore law, sets out the terms under which the parties agree to exchange future payment streams, typically converting between fixed and floating rate obligations. The agreement includes detailed provisions for payment calculations, events of default, early termination, and collateral requirements where applicable, all within Singapore's sophisticated financial services regulatory framework.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the swap agreement

3. Definitions: Key terms used throughout the agreement including relevant regulatory references to SFA and MAS guidelines

4. Swap Terms: Core economic terms including notional amounts, interest rates, payment dates

5. Payment Mechanics: Details of how and when payments are to be made

6. Events of Default: Circumstances constituting default and consequences

7. Termination Provisions: Conditions and procedures for early termination

8. Representations and Warranties: Standard and specific declarations by both parties including regulatory compliance

9. Governing Law and Jurisdiction: Singapore law provisions and jurisdiction clauses

Optional Sections

1. Credit Support Arrangements: Collateral requirements and management, to be included when parties require security for their obligations

2. Break Clauses: Optional termination rights at specific dates, included when parties want flexibility to terminate early

3. Tax Provisions: Specific tax treatment and gross-up obligations, particularly relevant for cross-border arrangements

4. Regulatory Compliance: Additional provisions for compliance with specific MAS requirements, included when one or both parties are regulated entities

Suggested Schedules

1. Schedule 1 - Calculation Methods: Detailed methodology for calculating payments and determining market disruption events

2. Schedule 2 - Form of Confirmation: Template for trade confirmations compliant with MAS requirements

3. Schedule 3 - Credit Support Document: Details of any collateral arrangements and margin requirements

4. Appendix A - Notice Details: Contact information for notices and communications

5. Appendix B - Account Details: Banking and payment account information

6. Appendix C - Regulatory Reporting Requirements: Specific reporting obligations under SFA and MAS guidelines

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
Industries

Securities and Futures Act (SFA): Primary legislation that regulates trading of securities and derivatives, including licensing requirements and market conduct provisions for derivative trading

Financial Advisers Act (FAA): Governs financial advisory services and relevant advisory aspects of swap arrangements in Singapore

Banking Act: Contains provisions on banking activities and restrictions, particularly relevant if any parties to the swap agreement are banks

MAS Guidelines: Regulatory framework issued by Monetary Authority of Singapore covering risk management practices, documentation requirements, and margin requirements for non-centrally cleared derivatives

MAS Notice SFA 04-N15: Specific regulatory notice detailing reporting requirements for OTC derivatives contracts

ISDA Master Agreement: While not legislation, it's the standard market practice framework that needs to be aligned with Singapore law for swap agreements

Contract Law (Chapter 53A): Fundamental legislation governing contract formation, enforcement, and remedies for breach in Singapore

Unfair Contract Terms Act: Legislation that places restrictions on exclusion clauses in contracts under Singapore law

Companies Act: Governs corporate authority, capacity issues, and registration requirements for companies entering into swap agreements

Anti-Money Laundering Regulations: Regulatory framework to prevent money laundering through financial instruments including swap agreements

Singapore Tax Laws: Tax legislation and regulations affecting the treatment of loan swap agreements and related transactions

Insolvency Laws: Legal framework governing default scenarios and insolvency situations in relation to swap agreements

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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