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Pari Passu Loan Agreement Template for Singapore

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Key Requirements PROMPT example:

Pari Passu Loan Agreement

"Need a Pari Passu Loan Agreement for a three-lender syndicated facility of SGD 50 million to finance a commercial property development in Singapore, with quarterly interest payments and a five-year term starting March 2025."

What is a Pari Passu Loan Agreement?

The Pari Passu Loan Agreement is essential in multi-lender financing scenarios where equal treatment of lenders is paramount. This document is particularly relevant in Singapore's sophisticated financial market, where complex financing arrangements are common. It establishes the fundamental principle that all lenders will rank equally in their rights to payment and security enforcement, preventing any single lender from gaining priority over others. The agreement includes comprehensive provisions for loan administration, security sharing, and enforcement mechanisms, all structured within Singapore's legal framework. It's commonly used in syndicated lending, project finance, and large corporate financing transactions where multiple lenders participate on equal terms.

What sections should be included in a Pari Passu Loan Agreement?

1. Parties: Identification of all lenders and borrowers

2. Background: Context of the loan arrangement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Facility: Details of the loan amount, purpose, and availability

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment: Repayment schedule and terms

7. Pari Passu Ranking: Equal ranking provisions and anti-subordination clauses

8. Representations and Warranties: Standard declarations by borrower

9. Events of Default: Circumstances constituting default and consequences

10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

What sections are optional to include in a Pari Passu Loan Agreement?

1. Security: Details of any collateral or security arrangements - include when loan is secured

2. Guarantees: Terms of any guarantees provided - include when third-party guarantees are involved

3. Syndication Provisions: Terms for multiple lenders - include for syndicated loans

4. Change of Control: Provisions dealing with ownership changes - include for corporate borrowers

What schedules should be included in a Pari Passu Loan Agreement?

1. Conditions Precedent: List of documents and conditions required before drawdown

2. Repayment Schedule: Detailed amortization table

3. Form of Drawdown Notice: Template for requesting loan disbursements

4. Security Documents: List and copies of security documentation

5. Form of Transfer Certificate: Template for transferring loan participations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Industries

Contracts Act (Cap. 53): Primary legislation governing fundamental aspects of contract formation and enforcement, including offer, acceptance, consideration, and contractual obligations in Singapore

Banking Act (Cap. 19): Regulates banking business and lending activities in Singapore, setting out requirements for licensed banks and financial institutions

Securities and Futures Act (Cap. 289): Governs securities-related aspects of financial arrangements, relevant if the loan agreement involves securities or is part of a larger securities arrangement

Moneylenders Act (Cap. 188): Regulates moneylending activities in Singapore, applicable depending on the nature of the lender

Companies Act (Cap. 50): Governs corporate matters including corporate capacity and authority requirements for corporate borrowers/lenders

Insolvency, Restructuring and Dissolution Act 2018: Governs insolvency scenarios, crucial for enforcement and ranking of creditors in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore covering requirements for financial institutions and credit risk management

Pari Passu Principles: Legal principles governing equal ranking of creditors, anti-subordination provisions, and cross-default clauses in loan 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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