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The Profit Participating Loan Agreement is a specialized financing instrument used when traditional debt or equity financing may not be suitable. This document is particularly relevant in the Irish market where such instruments are commonly used for real estate development, infrastructure projects, and growth company financing. The agreement combines elements of both debt and equity, providing the lender with returns linked to the borrower's profitability while maintaining the legal structure of a loan. It includes detailed provisions for profit calculation, payment mechanics, and information rights, all compliant with Irish regulatory requirements and tax legislation. This type of agreement is particularly useful when parties want to align interests without transferring equity ownership, while also potentially achieving favorable tax treatment under Irish law.

1. Parties: Identification of the Lender and Borrower with full legal names and addresses

2. Background: Context of the loan arrangement and brief description of the profit participation structure

3. Definitions and Interpretation: Definitions of key terms including 'Profit', 'Participation Rate', 'Calculation Period' and interpretation rules

4. The Loan: Principal amount, purpose, drawdown conditions and basic terms of the loan

5. Interest and Profit Participation: Base interest rate (if any) and detailed mechanics of profit participation calculation and payments

6. Calculation of Profits: Detailed methodology for calculating relevant profits, including accounting principles and adjustments

7. Payments: Payment mechanics, dates, currency, and payment priorities

8. Tax Provisions: Withholding tax requirements, tax gross-up provisions, and tax-related representations

9. Representations and Warranties: Standard and specific representations regarding business, accounts, and profit calculations

10. Information Covenants: Requirements for financial information, profit calculations, and other reporting obligations

11. General Covenants: Borrower's obligations regarding business operations and profit generation

12. Events of Default: Default triggers and consequences, including specific events related to profit calculation and payment

13. Changes to Parties: Transfer and assignment provisions

14. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions