Subordinated Promissory Note Template for Hong Kong

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Key Requirements PROMPT example:

Subordinated Promissory Note

"I need a Subordinated Promissory Note under Hong Kong law for a HKD 5 million loan from ABC Investment Limited to XYZ Tech Startup Limited, with 8% annual interest, subordinated to existing bank facilities, and maturing on March 15, 2025."

Document background
The Subordinated Promissory Note is commonly used in Hong Kong for structured financing arrangements where parties wish to establish a clear hierarchy of debt obligations. It serves as a formal acknowledgment of debt while explicitly recognizing the superior payment rights of senior creditors. This document type is particularly useful in corporate financing, investment structures, and complex lending arrangements where multiple layers of debt exist. The note must comply with Hong Kong's Bills of Exchange Ordinance and related financial regulations, making it suitable for both corporate and sophisticated individual transactions. It typically includes detailed provisions on payment terms, interest calculations, subordination mechanisms, and enforcement rights, providing clarity on the parties' respective positions in the creditor hierarchy.
Suggested Sections

1. Note Details: Essential elements including date, amount in words and figures, and applicable currency

2. Parties: Identification of maker (promisor) and payee, including full legal names and addresses

3. Promise to Pay: Unconditional promise to pay the principal sum with clear payment terms

4. Interest: Interest rate, calculation method, and payment frequency

5. Subordination Terms: Clear statement of subordination to senior debt and conditions of subordination

6. Payment Terms: Specification of payment dates, method, and place of payment

7. Events of Default: Definition of default events and consequences

8. Governing Law: Specification of Hong Kong law as governing law

9. Assignment: Terms regarding transferability and assignment rights

Optional Sections

1. Security: Details of any collateral or security provided - include if note is secured

2. Guarantee: Terms of any guarantee provided - include if note is guaranteed

3. Prepayment Terms: Terms allowing early repayment - include if early repayment is permitted

4. Tax Provisions: Provisions regarding tax treatment and withholding - include if tax implications are significant

5. Notices: Format and delivery method for formal communications - include for more formal arrangements

6. Senior Debt Definition: Detailed definition of senior debt - include when multiple debt instruments exist

7. Representations and Warranties: Basic representations of the maker - include for more complex arrangements

Suggested Schedules

1. Payment Schedule: Detailed schedule of payment dates and amounts if installment payments are involved

2. Senior Debt Schedule: List of existing senior debt obligations to which this note is subordinated

3. Security Details: Description of any security or collateral if the note is secured

4. Calculation Methods: Detailed interest calculation methods if complex interest provisions apply

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 Industries

Banking and Financial Services

Investment Management

Real Estate

Private Equity

Corporate Finance

Manufacturing

Technology

Infrastructure

Energy

Healthcare

Retail

Construction

Relevant Teams

Legal

Finance

Treasury

Corporate Secretarial

Risk Management

Credit

Corporate Development

Investment

Compliance

Banking

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Investment Manager

Credit Manager

Financial Controller

Debt Finance Manager

Risk Manager

Company Secretary

Commercial Director

Investment Banker

Corporate Banking Manager

Restructuring 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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