Loan Note Agreement Template for Malaysia

The Loan Note Agreement serves as a crucial financial instrument in Malaysian business transactions, providing a structured framework for debt financing arrangements. This document is typically used when a lender provides financial facilities to a borrower, with the debt being evidenced by a note instrument rather than a conventional loan agreement. The agreement must comply with Malaysian financial regulations, including the Financial Services Act 2013 and relevant Bank Negara Malaysia guidelines. It incorporates essential elements such as financial terms, security arrangements, covenants, and events of default, while potentially accommodating both conventional and Islamic finance principles. The Loan Note Agreement is particularly useful for corporate financing, project funding, or refinancing arrangements, offering flexibility in terms of transferability and potential security structures.

1. Parties: Identifies and defines the Lender, Borrower, and any other relevant parties to the agreement

2. Background: Sets out the context of the loan arrangement and the parties' intention to enter into the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. The Loan: Details the principal amount, purpose, and basic terms of the loan

5. Interest: Specifies interest rate, calculation method, payment periods, and default interest

6. Repayment: Sets out the repayment schedule, methods, and prepayment provisions

7. Conditions Precedent: Lists conditions that must be satisfied before the loan becomes available

8. Representations and Warranties: Contains standard representations and warranties given by the Borrower

9. Covenants: Details positive and negative obligations of the Borrower during the loan term

10. Events of Default: Lists circumstances that constitute default and trigger acceleration rights

11. Payments: Specifies payment mechanics, currency, and treatment of non-business days

12. Notices: Sets out how formal communications between parties should be made

13. Assignment and Transfer: Governs the ability to transfer or assign rights under the agreement

14. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets jurisdiction for disputes