Loan Note Subscription Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Loan Note Subscription Agreement is a vital financing instrument in the German market, commonly used for raising debt capital through a more streamlined process than traditional bank loans or bond issuances. This document type is particularly relevant when companies seek to diversify their funding sources or access institutional investors directly. The agreement, governed by German law, must comply with the Bürgerliches Gesetzbuch (BGB), Wertpapierhandelsgesetz (WpHG), and other relevant financial regulations. It typically includes detailed provisions on subscription mechanics, interest calculations, transfer restrictions, and investor rights, making it suitable for both private placements and broadly marketed offerings. The document's structure allows for flexibility in terms while maintaining standardization expected in the German debt market.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Real Estate

Infrastructure

Energy

Manufacturing

Technology

Healthcare

Telecommunications

Private Equity

Corporate Finance

Insurance

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Development

Investment Banking

Capital Markets

Credit

Portfolio Management

Relevant Roles

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

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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