Loan Note Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
A Loan Note is a formal debt instrument commonly used in corporate financing transactions under Irish law. It serves as evidence of debt and a promise to repay a specific sum with interest under defined terms. This document is typically used when companies need to raise debt financing, whether for working capital, expansion, acquisitions, or refinancing existing debt. The Loan Note includes essential terms such as interest rates, repayment schedules, security provisions, and events of default, all structured to comply with Irish legal and regulatory requirements. It's particularly useful in private lending arrangements, corporate group financing, and situations where the debt may need to be transferable. The document must conform to Irish company law, financial services regulations, and consider relevant tax implications, particularly regarding interest payments and stamp duty.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Infrastructure

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Risk Management

Compliance

Tax

Company Secretariat

Investment

Credit

Relevant Roles

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

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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