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The Loan Note Agreement serves as a fundamental instrument in New Zealand's debt financing landscape, providing a structured framework for documenting loan arrangements through the issuance of notes. This document type is commonly used when companies or entities seek to raise debt funding from one or multiple lenders, offering flexibility in terms of transfer and potentially security arrangements. It's particularly useful for medium to long-term financing arrangements and can accommodate both simple and complex lending structures. The agreement must comply with New Zealand's regulatory framework, including the Financial Markets Conduct Act 2013 and related regulations. It typically includes detailed provisions on financial terms, covenants, representations and warranties, and enforcement mechanisms, making it suitable for various commercial contexts from corporate financing to project funding.

1. Parties: Identification of the Issuer/Borrower and the Noteholder(s)/Lender(s), including their full legal names and addresses

2. Background: Context of the loan note issuance, including the purpose of the loan and any relevant corporate approvals

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Subscription and Issue: Terms governing the subscription for and issuance of the loan notes, including commitment amounts and drawdown mechanics

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

6. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and mandatory prepayment events

7. Representations and Warranties: Standard representations and warranties from the Issuer regarding its capacity, authority, and financial condition

8. Covenants: Positive and negative undertakings of the Issuer, including financial covenants and information obligations

9. Events of Default: Circumstances constituting default and consequences thereof, including acceleration rights

10. Transferability: Provisions governing the transfer of loan notes and any restrictions thereon

11. Payments: Payment mechanics, currency, and tax gross-up provisions

12. Notices: Communication requirements and contact details for formal notices

13. General Provisions: Standard boilerplate clauses including amendments, waivers, governing law, and jurisdiction