Note Exchange Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Note Exchange Agreement is a crucial document used in UAE financial markets when parties wish to modify their debt arrangements through the exchange of existing notes for new ones. This agreement type is particularly relevant in debt restructuring, refinancing scenarios, or when adjusting investment terms to align with market conditions or strategic objectives. The document must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and other relevant financial regulations, including Central Bank directives and, where applicable, Sharia principles. It typically includes detailed provisions on the exchange mechanics, valuations, conditions precedent, and regulatory compliance requirements. The Note Exchange Agreement is particularly important in the UAE's sophisticated financial markets, where both conventional and Islamic financial instruments are regularly traded and modified.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Investment Management

Corporate Finance

Capital Markets

Islamic Finance

Asset Management

Treasury Services

Investment Banking

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Investment Management

Securities Operations

Islamic Finance

Capital Markets

Relevant Roles

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

Industries
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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