The Loan Note Subscription Agreement is a vital financing instrument in the German market, commonly used for raising debt capital through a more streamlined process than traditional bank loans or bond issuances. This document type is particularly relevant when companies seek to diversify their funding sources or access institutional investors directly. The agreement, governed by German law, must comply with the Bürgerliches Gesetzbuch (BGB), Wertpapierhandelsgesetz (WpHG), and other relevant financial regulations. It typically includes detailed provisions on subscription mechanics, interest calculations, transfer restrictions, and investor rights, making it suitable for both private placements and broadly marketed offerings. The document's structure allows for flexibility in terms while maintaining standardization expected in the German debt market.
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1. Parties: Identification of the issuer, subscribers, and any agents or trustees
2. Background: Context of the loan note issuance, purpose of the funding, and basic transaction structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription of Notes: Terms of subscription, including amount, price, and subscription process
5. Issue of Notes: Conditions and process for the issuance of the loan notes
6. Interest: Interest rate, calculation methods, payment dates, and default interest provisions
7. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and redemption process
8. Representations and Warranties: Statements of fact and assurances from both issuer and subscribers
9. Covenants: Ongoing obligations of the issuer and any financial covenants
10. Events of Default: Circumstances constituting default and consequences thereof
11. Transferability: Conditions and restrictions on transfer of the loan notes
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction for disputes
1. Security: Include when the loan notes are secured by specific assets or guarantees
2. Noteholders' Representative: Required when a representative is appointed to act on behalf of noteholders
3. Tax Gross-Up: Include when tax gross-up provisions are agreed upon
4. Meeting Provisions: Include when noteholder meetings and collective decision-making procedures are required
5. Market Listing: Include when notes are intended to be listed on a securities exchange
6. Subscription Undertaking: Include for phased subscriptions or when firm commitments are required
7. Registration Rights: Include when notes may be registered with regulatory authorities
8. Subordination: Include when the notes are subordinated to other debt
1. Form of Note Certificate: Template for the physical note certificate if applicable
2. Conditions Precedent: List of documents and conditions required before issuance
3. Form of Transfer Certificate: Template for documenting transfers of notes
4. Technical Terms of the Notes: Detailed technical specifications of the notes including ISIN/WKN if applicable
5. Subscription Form: Standard form for submitting subscription requests
6. Payment Details: Banking and payment processing information
7. Know Your Customer Requirements: Documentation requirements for compliance with GwG
8. Form of Accession Letter: Template for new subscribers joining the agreement
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