Conversation Intake Loan Agreement

Intake — Loan Agreement

When this applies

Activate when a user requests drafting of a loan agreement, facility letter, credit agreement, intercompany loan, or any instrument documenting a debt financing arrangement. This skill collects the twelve structural inputs before routing to [[draft-loan-agreement]]. The Islamic finance flag (item 5) is particularly important: if the borrower or lender requires a Sharia-compliant structure, the entire instrument changes (no interest, profit-sharing or commodity-based structures instead).

Behavior

Multi-turn intake (up to three turns for complex syndicated or multi-tranche facilities). Extract any information already given in the user's opening message. Raise the Islamic finance question early — it determines the template entirely.

Required fields

1. Lender and Borrower

• Full legal name, entity type (bank, fund, SPV, individual, government entity), jurisdiction of incorporation, and commercial registration (CR) or equivalent.
• For individuals: name, passport number, jurisdiction of residence.
• Identify the type of lending relationship:
  • Bank to corporate/individual: regulated lending; confirm lender is licensed (Central Bank of UAE, Saudi Central Bank / SAMA, Banque du Liban, etc.).
  • Corporate-to-corporate intercompany: common in groups; confirm arm's-length pricing required for transfer-pricing compliance.
  • Individual-to-company: confirm usury / anti-unconscionable lending rules apply in the relevant jurisdiction.
  • Shareholder loan: subordinated? convertible? Affects insolvency ranking.

2. Principal amount and currency

• Loan amount and denomination.
• Multi-currency facility: if payments may be made in more than one currency, note the exchange rate mechanism (mid-market fix, bank's offered rate, etc.).
• Flag: if the currency is LBP (Lebanese Pound) for a Lebanon loan, address the USD/LBP dual-track risk explicitly — specify whether the loan is in "fresh dollars" (offshore) or LBP.

3. Disbursement

• Lump-sum single drawdown, or committed facility with multiple tranches/drawdowns?
• Drawdown conditions precedent (CPs): standard CPs include corporate authorization (board resolution, power of attorney), satisfactory security registration, audited financials, no material adverse change (MAC).
• Availability period: the window during which the borrower may draw.
• For construction or development loans: confirm phased disbursement tied to milestones.

4. Repayment

• Tenor / term (months / years).
• Amortization schedule: bullet (all principal at maturity), equal installment (straight-line amortization), or balloon (partial amortization + bullet at end).
• Prepayment: voluntary prepayment permitted? Any prepayment fee (yield maintenance, flat fee, break cost for fixed-rate)?
• Mandatory prepayment triggers: asset sale, insurance proceeds, change of control, excess cash-flow sweep.

5. Interest rate — or Islamic structure flag

Critical: ask this before drafting any pricing clause.

• Conventional: fixed rate, floating rate (SOFR + margin; LIBOR is retired — confirm replacement benchmark), or hybrid.
  • Day-count convention: 30/360, Actual/360, Actual/365 — material for interest calculation.
  • Payment frequency: monthly, quarterly, semi-annual.
  • Default rate: rate applicable after an Event of Default (typically prevailing rate + 2–3%).
• Islamic finance (Sharia-compliant): if the borrower is a GCC Islamic bank, a Sharia-observant institution, or any party for whom charging or paying interest (riba) is prohibited:
  • Murabaha (cost-plus sale): lender purchases an asset and on-sells to borrower at a disclosed markup; used for commodity and trade finance.
  • Ijarah (lease-to-own): lender purchases and leases the asset to the borrower; title passes at end of term.
  • Diminishing Musharaka (declining co-ownership): lender and borrower co-own an asset; borrower buys out lender's share over time; used for real estate and equipment financing.
  • Sukuk: asset-backed certificates representing ownership in an underlying asset; used for capital markets / bond-equivalent financing.
  • Confirm the applicable Sharia board approval and whether the structure must be certified by a named scholar or institution (AAOIFI standards; IFSB guidance).

6. Security

What collateral / credit support is being provided?

7. Covenants

• Financial covenants: leverage ratio (Net Debt / EBITDA), interest coverage ratio (EBITDA / Interest), minimum liquidity (cash or current ratio), minimum net worth. Specify tested period (quarterly, semi-annual) and remedy cure period.
• Operational covenants (affirmative): maintain insurance, maintain licenses, provide annual audited accounts within 90/120 days.
• Negative / restrictive covenants: no additional indebtedness above threshold, no security over assets (negative pledge), no disposal of material assets, no change of business, no M&A without consent.
• Information undertakings: financial statements, compliance certificates, KYC updates.

8. Events of Default and acceleration

Standard events: payment default (grace period typically 3–5 business days), covenant breach (cure period typically 30 days for remediable), misrepresentation, cross-default, insolvency, change of control, MAC. Confirm whether acceleration is automatic or requires lender notice.

9. Cross-default and cross-acceleration

• Confirm cross-default threshold (e.g., any payment default on indebtedness exceeding USD 1 million triggers default under this facility).
• Cross-acceleration: only triggers if other indebtedness is actually accelerated (narrower than cross-default).

10. Governing law, dispute resolution, and jurisdiction

11. Bank secrecy and data protection

• LB: Lebanese Banking Secrecy Law (Law 3/1956) — strict; information sharing requires customer consent or court order. Standard confidentiality clause must not conflict.
• UAE / DIFC: UAE Federal Decree-Law No. 45/2021 on Personal Data Protection; DIFC Data Protection Law 2020. DPA addendum required if personal data is processed cross-border.
• KSA: Personal Data Protection Law (PDPL), effective 2022. Data localization requirements for sensitive data.
• EU: GDPR applies to EU data subjects; standard contractual clauses required for transfers to non-adequate third countries.

12. Tax (withholding and gross-up)

• Is the lender subject to withholding tax on interest in the borrower's jurisdiction?
  • UAE: currently no WHT on interest (as at 2025 — verify current position under UAE Corporate Tax Law).
  • KSA: 5% WHT on interest paid to non-resident lenders.
  • LB: 10% WHT on interest to non-residents; 7% on resident banks.
  • EG: 20% WHT on interest to non-residents (reduced by applicable DTA).
  • UK / France: standard WHT applies unless DTA reduces; gross-up clause customary.
• Gross-up clause: borrower agrees to increase payments so lender receives the contractual amount net of any WHT.

Output

At the end of intake, produce:

1. A structured intake summary confirming all twelve fields and any outstanding items.
2. An Islamic vs conventional structure recommendation with one-paragraph rationale where the user is undecided or where Islamic finance appears applicable.
3. A routing instruction to [[draft-loan-agreement]] with the completed intake data.

Do not

• Draft a conventional interest-bearing loan agreement without first asking whether any party requires Sharia compliance.
• Ignore registration requirements for security — an unregistered pledge or mortgage may be ineffective against third parties or in insolvency.
• Apply LMA English-law standard terms without adaptation to MENA civil-law governing law requirements.

Related skills

• [[draft-loan-agreement]]
• [[draft-security-agreement]]
• [[kb-banking-finance-mena]]
• [[kb-islamic-finance]]
• [[conversation-intake-msa]]
• [[conversation-uncertainty-language]]