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The Loan Note is a fundamental debt instrument used in Belgian financial transactions to document the terms of borrowing and establish legally binding repayment obligations. It is particularly useful in both corporate financing and investment contexts, providing a more streamlined alternative to full loan agreements while maintaining enforceability under Belgian law. The document is commonly used for both bilateral and syndicated lending arrangements, private placements, and intra-group financing. It must comply with Belgian civil law requirements, financial regulations, and tax provisions, making it essential to incorporate specific Belgian law elements in its structure. The Loan Note includes key financial terms, representations, covenants, and enforcement mechanisms, while being adaptable to various security arrangements and subordination requirements.

1. Parties: Identification of the issuer of the note (borrower) and the initial noteholder (lender)

2. Background: Brief context of the issuance of the note and any related transactions

3. Definitions: Key terms used throughout the note, including financial definitions

4. Principal Amount and Issuance: Statement of the principal amount, currency, and issuance details

5. Interest: Interest rate, calculation method, payment dates, and default interest provisions

6. Repayment: Terms of repayment, including maturity date, early repayment rights, and mandatory prepayment events

7. Payments: Payment mechanics, business day conventions, and payment account details

8. Tax Provisions: Provisions relating to withholding tax, tax gross-up obligations, and tax indemnities

9. Events of Default: Circumstances constituting default and consequences thereof

10. Transferability: Provisions regarding transfer and assignment of the note

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction of Belgian courts