Note Agreement Template for England and Wales

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Key Requirements PROMPT example:

Note Agreement

"I need a Note Agreement for a £5 million secured note issuance by our technology company, with quarterly interest payments and a maturity date of March 15, 2025, including conversion rights for the noteholder after 18 months."

Document background
The Note Agreement is a fundamental document in debt financing transactions under English and Welsh law. It is used when an entity wishes to document the terms of borrowing through the issuance of notes, whether as simple debt instruments or more complex securities. The agreement typically includes detailed provisions covering the economic terms, security (if any), events of default, and enforcement mechanisms. Note Agreements can be used for various purposes, from short-term financing to long-term capital raising, and must comply with UK financial services regulations, particularly the Financial Services and Markets Act 2000 and related legislation.
Suggested Sections

1. Parties: Identification of issuer, noteholder(s), and any trustees or agents

2. Background: Context and purpose of the note issuance

3. Definitions: Key terms used throughout the agreement

4. Principal Amount and Interest: Terms of the note, including amount, interest rate, and payment schedule

5. Repayment Terms: Conditions and timing of repayment

6. Events of Default: Circumstances constituting default and consequences

7. Representations and Warranties: Standard assurances from the issuer

Optional Sections

1. Security: Details of any security or collateral (for secured notes)

2. Conversion Rights: Terms for converting notes to equity (for convertible notes)

3. Subordination: Priority ranking of the notes (when notes are subordinated to other debt)

4. Transfer Restrictions: Limitations on transfer of notes (when transferability needs to be restricted)

Suggested Schedules

1. Form of Note: Template of the physical note certificate

2. Payment Schedule: Detailed repayment schedule including interest calculations

3. Security Documents: Details of security arrangements if applicable

4. Notice Details: Contact information for formal notices

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
Industries

Law of Property Act 1925: Primary legislation governing secured notes and requirements for creating legal charges in England and Wales

Companies Act 2006: Covers corporate authority requirements, registration of charges, and company disclosure obligations

Financial Services and Markets Act 2000: Regulates securities, financial promotion restrictions, and requirements for transferable securities

Consumer Credit Act 1974: Governs consumer lending and provides regulatory requirements for consumer protection

Financial Services Act 2012: Updates to financial services regulation and market abuse provisions

FCA Handbook: Regulatory framework covering listing requirements, prospectus requirements, and disclosure obligations

UK Listing Rules: Regulations applicable if notes are to be listed on a regulated market

UK Market Abuse Regulation: Framework for preventing market manipulation and handling inside information

Contract Law Principles: Common law principles covering offer, acceptance, consideration, and intention to create legal relations

Unfair Contract Terms Act 1977: Legislation governing reasonableness of terms and limitation of liability in contracts

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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