Loan Agreement - Business - Alaska

BUSINESS LOAN AGREEMENT (ALASKA)

(Comprehensive Template - Alaska Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. The Loan
4. Conditions Precedent
5. Representations & Warranties
6. Affirmative Covenants
7. Negative Covenants
8. Financial Reporting & Inspection Rights
9. Events of Default
10. Remedies
11. Fees, Expenses & Indemnification
12. Limitation of Liability; Risk Allocation
13. Governing Law; Jurisdiction; Dispute Resolution
14. Miscellaneous Provisions
15. Execution Block

1. DOCUMENT HEADER

1.1 Title

BUSINESS LOAN AGREEMENT

1.2 Parties

This Business Loan Agreement (the "Agreement") is made as of [Effective Date] by and between:

(a) [Lender Legal Name], a [State of Formation] [entity type] ("Lender"); and
(b) [Borrower Legal Name], a [State of Formation] [entity type] ("Borrower").

1.3 Recitals

A. Borrower has requested that Lender extend credit in the aggregate principal amount of up to [Loan Amount].
B. Lender is willing to extend such credit upon the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" means all laws, statutes, rules, regulations, and orders applicable to the Parties.
"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in Alaska are closed.
"Event of Default" has the meaning set forth in Section 9.1.

3. THE LOAN

3.1 Commitment & Purpose

Lender agrees to lend to Borrower up to an aggregate principal amount not to exceed [Loan Amount] (the "Commitment").

3.2 Note

The Loan shall be evidenced by a promissory note substantially in the form of Exhibit A.

3.3 Disbursements

Borrower shall submit written borrowing requests at least [number] Business Days prior to desired funding.

3.4 Interest

3.4.1 Interest Rate. The outstanding Principal Balance shall bear interest at [Reference Rate] + [Spread]%.

3.4.2 Alaska Interest-Law Compliance. Under AS 45.45.010(a), the legal rate on money after it is due is 10.5% a year except as subsection (b) provides. For an express contract or loan commitment with principal of $25,000 or less, subsection (b) caps interest at the greater of 10% or five percentage points above the annual rate charged member banks for advances by the 12th Federal Reserve District on the contract date. A contract or commitment with principal exceeding $25,000 is exempt from subsection (b), but other applicable laws may still control. The stated rate, default rate, fees treated as interest, and all amounts received or collected shall not exceed applicable law. Any excess shall be applied to principal or refunded, without limiting rights under AS 45.45.030.

3.5 Payments

3.5.1 Scheduled Payments. Monthly payments commencing on [First Payment Date].
3.5.2 Maturity Date. All amounts due on [Maturity Date].
3.5.3 Prepayment. Borrower may prepay without penalty.

4. CONDITIONS PRECEDENT

Lender's obligation to fund is subject to:
4.1 Delivery of executed Loan Documents.
4.2 Delivery of authority documents.
4.3 No Material Adverse Effect.

5. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants:
5.1 Organization; Good Standing.
5.2 Authority; Enforceability.
5.3 No Conflict.
5.4 Financial Statements are accurate.
5.5 No material Litigation pending.
5.6 Compliance With Law.

6. AFFIRMATIVE COVENANTS

Borrower shall:
6.1 Deliver financial statements quarterly and annually.
6.2 Preserve legal existence.
6.3 Maintain books and records; permit inspection.
6.4 Timely file tax returns.
6.5 Maintain insurance.

7. NEGATIVE COVENANTS

Without Lender's consent, Borrower shall not:
7.1 Incur additional Indebtedness.
7.2 Create Liens.
7.3 Make distributions impairing repayment.
7.4 Merge or sell substantially all assets.

8. FINANCIAL REPORTING & INSPECTION RIGHTS

Borrower shall provide financial statements and permit Lender inspection upon reasonable notice.

9. EVENTS OF DEFAULT

9.1 Events of Default

(a) Payment Default.
(b) Covenant Default continuing for [number] days after notice.
(c) Misrepresentation.
(d) Cross-Default.
(e) Insolvency.
(f) Judgments exceeding [threshold amount].
(g) Unapproved Change of Control.

9.2 Insolvency; Acceleration

To the extent enforceable, an insolvency Event of Default permits acceleration. Bankruptcy filing, collection, setoff, and enforcement remain subject to the automatic stay, avoidance rules, and other applicable insolvency law.

9.3 Optional Acceleration

Upon other defaults, Lender may declare Obligations due.

10. REMEDIES

10.1 Remedies are cumulative.
10.2 Lender may exercise a valid contractual or legal right of setoff only to the extent permitted by applicable law, including bankruptcy-stay restrictions.
10.3 Lender may seek specific performance and injunctive relief.
10.4 Borrower shall pay Lender's reasonable attorney fees only to the extent this Agreement and applicable law permit and a court or arbitrator awards them.
10.5 Default interest applies after an Event of Default at the stated rate, not exceeding the rate permitted by applicable law.

11. FEES, EXPENSES & INDEMNIFICATION

11.1 Fees and Expenses

Borrower shall pay commitment fee, administration fee, and Lender's expenses.

11.2 Taxes

Payments shall be made free of withholding.

11.3 Borrower Indemnification

Borrower shall indemnify Lender for losses arising from the Loan Documents, except for Lender's gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY; RISK ALLOCATION

12.1 Lender's aggregate liability shall not exceed amounts received from Borrower.
12.2 Neither Party is liable for consequential damages.

13. GOVERNING LAW; JURISDICTION; DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by Alaska law.

13.2 Jurisdiction and Venue

The Parties submit to state courts in [BOROUGH / JUDICIAL DISTRICT], Alaska, and to a federal court located in Alaska only when that court has independent subject-matter jurisdiction. Mandatory venue and jurisdiction rules control.

13.3 Arbitration [OPTIONAL]

Disputes may be resolved by binding arbitration in [City, Alaska].

13.4 Jury Trial Waiver [OPTIONAL — COUNSEL REVIEW REQUIRED]

☐ Insert a separately reviewed jury-trial waiver approved by Alaska counsel: [________________________________].

13.5 Equitable Relief

Lender may seek injunctive relief from any court.

14. MISCELLANEOUS PROVISIONS

14.1 Amendments require written consent.
14.2 Borrower may not assign without consent.
14.3 Agreement binds successors and assigns.
14.4 Invalid provisions shall be severed.
14.5 This Agreement is the entire agreement.
14.6 The Parties agree to conduct this transaction by electronic means. Subject to the scope limits of AS 09.80.010 and attribution under AS 09.80.060, an electronic record or signature may not be denied legal effect solely because it is electronic. AS 09.80.020-.040.
14.7 Notices shall be in writing.
14.8 Time is of the essence.

15. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

LENDER:
[LENDER LEGAL NAME]

By: _______________________________
Name: _____________________________
Title: ______________________________

BORROWER:
[BORROWER LEGAL NAME]

By: _______________________________
Name: _____________________________
Title: ______________________________

SOURCES AND REFERENCES

• AS 45.45.010-.030 (interest and usury): https://www.akleg.gov/basis/statutes.asp?media=print&secStart=45.45.010&secEnd=45.45.030
• AS 09.80.010-.195 (Uniform Electronic Transactions Act): https://www.akleg.gov/basis/statutes.asp?media=print&secStart=09.80.010&secEnd=09.80.195
• Alaska Legislature, SB 39 bill status (vetoed June 24, 2025): https://www.akleg.gov/basis/Bill/Detail/34?Root=SB39
• 11 U.S.C. § 362 (automatic stay): https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section362&num=0&edition=prelim
• 11 U.S.C. § 553 (setoff): https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section553&num=0&edition=prelim
• 28 U.S.C. § 1331 (federal-question jurisdiction): https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section1331&num=0&edition=prelim
• 28 U.S.C. § 1332 (diversity jurisdiction): https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section1332&num=0&edition=prelim