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Note Exchange Agreement
"I need a Note Exchange Agreement under UAE law for exchanging conventional corporate bonds worth USD 50 million maturing in March 2025 for new Sharia-compliant sukuk certificates with a 5-year maturity, where the exchanging parties are an investment bank and a real estate development company."
1. Parties: Identification of the parties entering into the agreement, including their legal names, registration details, and addresses
2. Background: Context of the agreement, including brief description of the existing notes and reason for the exchange
3. Definitions: Definitions of key terms used throughout the agreement
4. Exchange Terms: Core terms of the note exchange, including description of notes to be exchanged and exchange ratio
5. Exchange Mechanics: Detailed process for executing the exchange, including timing, delivery, and settlement procedures
6. Representations and Warranties: Standard representations and warranties from each party regarding authority, ownership, and status of the notes
7. Conditions Precedent: Conditions that must be satisfied before the exchange can occur
8. Closing: Procedures and requirements for closing the transaction
9. Taxation: Treatment of any tax implications arising from the exchange
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Regulatory Compliance: Required when the notes are subject to specific regulatory oversight or when parties are regulated entities
2. Security Arrangements: Needed if any security or collateral is involved in the note exchange
3. Third Party Rights: Required when there are existing third-party rights attached to the notes
4. Electronic Execution: Include when the exchange will be executed through electronic means
5. Force Majeure: Optional clause dealing with circumstances beyond parties' control
6. Confidentiality: Include when sensitive financial information is involved
7. Anti-Money Laundering Provisions: Required when dealing with regulated financial institutions or large value transactions
1. Schedule 1 - Existing Notes Specifications: Detailed description of the notes being exchanged, including principal amounts, interest rates, and maturity dates
2. Schedule 2 - New Notes Specifications: Detailed description of the new notes to be issued, including terms and conditions
3. Schedule 3 - Exchange Procedures: Step-by-step procedures for the physical or electronic exchange of notes
4. Schedule 4 - Required Documents: List of all documents required for closing
5. Schedule 5 - Form of Transfer Instruments: Templates for any transfer documents required
6. Appendix A - Notification Forms: Standard forms for any required notifications to third parties or regulators
7. Appendix B - Closing Checklist: Detailed checklist of all items required for closing the exchange
Authors
Accrued Interest
Affiliate
Applicable Law
Business Day
Calculation Agent
Closing
Closing Date
Conditions Precedent
Default Event
Effective Date
Eligible Holder
Encumbrance
Exchange Agent
Exchange Date
Exchange Ratio
Existing Notes
Financial Indebtedness
Governmental Authority
Interest Payment Date
Issue Date
Maturity Date
New Notes
Note Certificate
Note Documents
Noteholder
Notes Register
Payment Business Day
Principal Amount
Qualifying Exchange
Record Date
Regulatory Approval
Relevant Exchange Rate
Securities Laws
Security Interest
Settlement Date
Sharia Compliance Certificate
Specified Office
Transaction Documents
Transfer Form
UAE Central Bank
Valuation Date
Definitions
Exchange Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Exchange Mechanics
Settlement Procedures
Payment Provisions
Transfer Restrictions
Tax Provisions
Regulatory Compliance
Sharia Compliance
Information Rights
Notices
Confidentiality
Anti-Money Laundering
Force Majeure
Events of Default
Remedies
Amendment and Modification
Assignment
Severability
Further Assurance
Costs and Expenses
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Entire Agreement
Banking
Financial Services
Investment Management
Corporate Finance
Capital Markets
Islamic Finance
Asset Management
Treasury Services
Investment Banking
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Investment Management
Securities Operations
Islamic Finance
Capital Markets
Chief Financial Officer
Treasury Manager
Financial Controller
Legal Counsel
Compliance Officer
Investment Manager
Corporate Finance Director
Debt Capital Markets Manager
Risk Manager
Transaction Manager
Islamic Finance Specialist
Portfolio Manager
Securities Operations Manager
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