Profit Participating Loan Agreement Template for Singapore

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Key Requirements PROMPT example:

Profit Participating Loan Agreement

"I need a Profit Participating Loan Agreement for a tech startup borrowing SGD 2 million from a venture debt fund, with a 5% base interest rate and 3% profit participation, to be disbursed by March 2025. The agreement should include board observer rights and information rights for monthly financial reporting."

Document background
The Profit Participating Loan Agreement serves as a hybrid financing solution, particularly suitable for growing businesses seeking alternative funding structures in Singapore's dynamic business environment. This document type bridges the gap between conventional debt and equity financing, offering lenders potential upside through profit participation while maintaining creditor rights. The agreement needs to comply with Singapore's regulatory framework, including the Banking Act and Securities and Futures Act, and typically includes detailed mechanisms for profit calculation, information rights, and security arrangements. It's particularly relevant for situations where traditional debt financing may be insufficient or where equity dilution is undesirable.
Suggested Sections

1. Parties: Identification of lender and borrower with full legal details

2. Background: Context of the loan arrangement and purpose

3. Definitions: Key terms used throughout the agreement, including profit participation mechanics

4. Loan Amount and Disbursement: Principal amount, drawdown conditions and mechanics

5. Interest and Profit Participation: Base interest rate and profit sharing calculation methodology

6. Repayment Terms: Repayment schedule, prepayment provisions, and profit distribution timing

7. Security: Any collateral or guarantees securing the loan

8. Information Rights: Borrower's obligations to provide financial information for profit calculations

9. Events of Default: Circumstances constituting default and consequences

Optional Sections

1. Conversion Rights: Optional provisions for converting the loan into equity under specified conditions

2. Board Observer Rights: Provisions granting the lender rights to appoint a board observer, typically used for larger loans

3. Exit Event Provisions: Special provisions governing rights and obligations in case of company sale or IPO

4. Subordination: Provisions defining the ranking of this loan against other debt instruments

Suggested Schedules

1. Schedule 1 - Profit Calculation Formula: Detailed methodology and formulas for calculating profit share

2. Schedule 2 - Form of Drawdown Notice: Template for requesting loan disbursement

3. Schedule 3 - Financial Reporting Requirements: Specified format and timing of financial reports required for profit calculations

4. Schedule 4 - Security Documents: Details of any collateral or guarantees securing the loan

5. Schedule 5 - Conditions Precedent Checklist: List of required documents and conditions to be satisfied before loan disbursement

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

Banking Act (Cap. 19): Primary legislation governing banking institutions and operations in Singapore, relevant for loan structuring and banking relationships

Securities and Futures Act (Cap. 289): Regulates securities markets, including potential classification of profit participating loans as securities instruments

Financial Advisers Act (Cap. 110): Governs financial advisory services and may be relevant if the loan arrangement involves financial advice

Moneylenders Act (Cap. 188): Regulates moneylending activities in Singapore, including restrictions on interest rates and lending practices

Companies Act (Cap. 50): Primary legislation governing corporate entities, including their ability to enter into loan agreements and financial arrangements

Business Names Registration Act 2014: Ensures proper registration of business entities entering into the loan agreement

Limited Liability Partnerships Act: Relevant for loan agreements involving LLP structures as parties

Contract Law (Common Law): Fundamental principles of contract formation, execution, and enforcement under Singapore's common law system

Unfair Contract Terms Act (Cap. 396): Protects against unreasonable terms in contracts, ensuring fairness in loan agreement provisions

Income Tax Act (Cap. 134): Governs tax treatment of profit-sharing payments and interest income from the loan

Stamp Duties Act (Cap. 312): Determines applicable stamp duties on loan documentation and security instruments

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore affecting financial arrangements and loans

MAS Notice 756: Specific regulations regarding lending of Singapore Dollar to Non-Resident Financial Institutions

CDSA: Corruption, Drug Trafficking and Other Serious Crimes Act governing anti-money laundering requirements in financial transactions

AML/CFT Requirements: Anti-Money Laundering and Countering the Financing of Terrorism regulations affecting loan transactions

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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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