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Loan Note Subscription Agreement
"I need a German law Loan Note Subscription Agreement for a €50 million secured corporate financing with quarterly interest payments, where the notes will be issued by our manufacturing company to a syndicate of three German banks, with the first issuance planned for March 2025."
1. Parties: Identification of the issuer, subscribers, and any agents or trustees
2. Background: Context of the loan note issuance, purpose of the funding, and basic transaction structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription of Notes: Terms of subscription, including amount, price, and subscription process
5. Issue of Notes: Conditions and process for the issuance of the loan notes
6. Interest: Interest rate, calculation methods, payment dates, and default interest provisions
7. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and redemption process
8. Representations and Warranties: Statements of fact and assurances from both issuer and subscribers
9. Covenants: Ongoing obligations of the issuer and any financial covenants
10. Events of Default: Circumstances constituting default and consequences thereof
11. Transferability: Conditions and restrictions on transfer of the loan notes
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction for disputes
1. Security: Include when the loan notes are secured by specific assets or guarantees
2. Noteholders' Representative: Required when a representative is appointed to act on behalf of noteholders
3. Tax Gross-Up: Include when tax gross-up provisions are agreed upon
4. Meeting Provisions: Include when noteholder meetings and collective decision-making procedures are required
5. Market Listing: Include when notes are intended to be listed on a securities exchange
6. Subscription Undertaking: Include for phased subscriptions or when firm commitments are required
7. Registration Rights: Include when notes may be registered with regulatory authorities
8. Subordination: Include when the notes are subordinated to other debt
1. Form of Note Certificate: Template for the physical note certificate if applicable
2. Conditions Precedent: List of documents and conditions required before issuance
3. Form of Transfer Certificate: Template for documenting transfers of notes
4. Technical Terms of the Notes: Detailed technical specifications of the notes including ISIN/WKN if applicable
5. Subscription Form: Standard form for submitting subscription requests
6. Payment Details: Banking and payment processing information
7. Know Your Customer Requirements: Documentation requirements for compliance with GwG
8. Form of Accession Letter: Template for new subscribers joining the agreement
Authors
Affiliate
Agent
Aggregate Nominal Amount
Banking Day
Business Day
Calculation Agent
Calculation Period
Change of Control
Closing Date
Commitment
Conditions Precedent
Default
Default Interest
Definitive Note Certificate
Early Redemption Amount
Early Redemption Date
Event of Default
Final Maturity Date
Financial Indebtedness
Global Note Certificate
Interest Determination Date
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Legal Reservations
Loan Note Register
Material Adverse Effect
Notes
Note Certificate
Noteholder
Noteholders' Representative
Notification
Obligor
Paying Agent
Payment Business Day
Permitted Security
Principal Amount
Qualifying Bank
Record Date
Redemption Amount
Redemption Date
Registrar
Relevant Jurisdiction
Repayment Date
Schuldschein
Security
Security Documents
Security Interest
Subscription Amount
Subscription Date
Subscriber
Subscription Price
Subsidiary
TARGET2
Tax
Transaction Documents
Transfer Certificate
Transfer Date
Issue and Status
Form and Denomination
Interest
Redemption
Payments
Transfer
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Security
Subordination
Tax Gross-up
Mitigation
Costs and Expenses
Indemnities
Set-off
Calculations
Amendments and Waivers
Assignment and Transfer
Role of Agents
Noteholders' Decisions
Notices
Confidentiality
Counterparts
Severability
Governing Law
Jurisdiction
Process Agent
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Banking & Financial Services
Investment Management
Real Estate
Infrastructure
Energy
Manufacturing
Technology
Healthcare
Telecommunications
Private Equity
Corporate Finance
Insurance
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment Banking
Capital Markets
Credit
Portfolio Management
Chief Financial Officer
Treasury Manager
Finance Director
Investment Manager
Legal Counsel
Compliance Officer
Risk Manager
Corporate Finance Manager
Investment Banker
Portfolio Manager
Debt Capital Markets Officer
Financial Controller
Managing Director
Structured Finance Manager
Credit Officer
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