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Loan Note
"I need an Irish law Loan Note for €5 million to be issued by our tech startup to a venture debt provider, with quarterly interest payments and the option to convert to equity after 18 months."
1. Parties: Identifies the lender(s) and borrower(s), including their full legal names, registered addresses, and company numbers if applicable
2. Background: Sets out the context of the loan note, including the purpose of the loan and any relevant corporate approvals
3. Definitions: Defines key terms used throughout the document, including financial terms, dates, and technical terminology
4. Subscription and Issue: Details of the loan note issuance, including amount, denomination, and issue date
5. Interest: Specifies the interest rate, calculation method, payment dates, and default interest provisions
6. Repayment: Terms for repayment of principal, including maturity date, early repayment provisions, and payment mechanics
7. Events of Default: Lists circumstances that constitute default and the consequences thereof
8. Security: Details of any security or guarantees supporting the loan note
9. Representations and Warranties: Standard declarations made by the issuer regarding their capacity and authority
10. Covenants: Ongoing obligations of the issuer during the term of the loan note
11. Transferability: Provisions regarding if and how the loan note can be transferred
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirms Irish law as governing law and jurisdiction for disputes
1. Conversion Rights: Include when the loan note can be converted into equity - typically for convertible loan notes
2. Subordination: Include when the loan note ranks behind other debt in priority
3. Tax Gross-Up: Include when the issuer agrees to gross up payments for withholding tax
4. Information Covenants: Include for larger loans where ongoing financial reporting is required
5. Security Trustee Provisions: Include when there are multiple noteholders and a security trustee is appointed
6. Meeting Provisions: Include when there are multiple noteholders and collective decision-making is required
1. Form of Note Certificate: The template certificate evidencing ownership of the loan note
2. Conditions Precedent: List of documents and conditions required before the loan note is issued
3. Form of Transfer Certificate: Template document for transferring the loan note if transfers are permitted
4. Financial Covenants: Detailed financial ratios and calculations if applicable
5. Security Documents: Forms of security documents if the loan note is secured
6. Conversion Mechanics: Detailed process for conversion if convertible loan note
Authors
Affiliate
Authorized Signatory
Business Day
Certificate
Conditions Precedent
Default
Default Interest
Default Rate
Event of Default
Final Maturity Date
Financial Indebtedness
Group
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Lender
Loan Note
Material Adverse Effect
Note Certificate
Noteholder
Outstanding Principal Amount
Permitted Security
Principal Amount
Registrar
Repayment Date
Security
Security Documents
Subscription Amount
Tax
Transfer Certificate
Transfer Date
Working Day
Interest
Repayment
Events of Default
Security
Representations and Warranties
Covenants
Financial Covenants
Transfer and Assignment
Payments
Taxes
Currency
Notices
Amendments and Waivers
Confidentiality
Set-off
Assignments and Transfers
Calculations
Evidence and Certificates
Partial Invalidity
Remedies and Waivers
Counterparts
Third Party Rights
Costs and Expenses
Indemnities
Governing Law
Enforcement
Jurisdiction
Financial Services
Banking
Investment Management
Private Equity
Real Estate
Technology
Manufacturing
Retail
Healthcare
Energy
Infrastructure
Professional Services
Legal
Finance
Treasury
Corporate Finance
Risk Management
Compliance
Tax
Company Secretariat
Investment
Credit
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Investment Manager
Credit Officer
Risk Manager
Company Secretary
Financial Controller
Compliance Officer
Corporate Finance Manager
Director of Finance
Investment Director
Fund Manager
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