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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
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