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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."
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
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
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
Additional Interest
Applicable Law
Available Profits
Base Interest Rate
Business Day
Completion Date
Conditions Precedent
Default Interest
Drawdown Date
Drawdown Notice
EBITDA
Event of Default
Exit Event
Financial Statements
Financial Year
Interest Payment Date
Interest Period
Loan Amount
Material Adverse Change
Maturity Date
Net Profit
Participating Interest
Participation Percentage
Party
Parties
Profit Calculation Date
Profit Participation Amount
Profit Sharing Formula
Relevant Jurisdiction
Repayment Date
Security
Security Documents
SGD
Singapore Dollars
Subordination
Tax
Term
Transaction Documents
Utilization
Valuation
Working Day
Interest Payment
Profit Participation
Repayment
Security
Conditions Precedent
Representations and Warranties
Covenants
Information Rights
Financial Reporting
Events of Default
Remedies
Assignment and Transfer
Confidentiality
Notices
Amendments and Waivers
Costs and Expenses
Tax Gross-up
Indemnification
Set-off
Severability
Governing Law
Dispute Resolution
Force Majeure
Termination
Exit Rights
Subordination
Change of Control
Anti-Money Laundering
Compliance with Laws
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