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1. Parties: Identifies and defines the Issuer, Note Holder(s), and any other relevant parties such as a Security Trustee
2. Background: Sets out the context and purpose of the loan note issuance
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Issue and Status of Notes: Details the terms of note issuance, face value, and ranking of notes
5. Subscription and Payment: Outlines the subscription process and payment terms for the notes
6. Interest: Specifies interest rate, calculation method, and payment dates
7. Repayment and Redemption: Details the terms for repayment, early redemption rights, and maturity
8. Representations and Warranties: Sets out the representations and warranties given by the Issuer
9. Undertakings: Specifies positive and negative covenants of the Issuer
10. Events of Default: Lists circumstances constituting default and consequences
11. Notices: Specifies how formal communications between parties should be made
12. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, and amendments
13. Execution: Formal execution blocks for all parties
1. Security: Required if the notes are secured against any assets of the Issuer
2. Guarantee: Include if there are any guarantors for the loan notes
3. Transfer and Assignment: Detailed provisions for transferability if notes are intended to be transferable
4. Note Holder Meetings: Required if there are multiple note holders and collective decision-making processes
5. Conversion Rights: Include if notes are convertible into shares or other securities
6. Subordination: Required if the notes are subordinated to other debt
7. Tax Provisions: Detailed tax clauses if specific tax arrangements apply
8. Register of Note Holders: Required if multiple note holders need to be registered
9. Appointment of Agents: Include if paying agents, calculation agents, or trustees are appointed
1. Note Certificate Terms: Form and terms of the physical note certificates if issued
2. Calculation Methods: Detailed formulae for interest calculations, conversion ratios, or other mathematical calculations
3. Form of Transfer: Standard form for transferring notes between holders
4. Security Details: Details of any security granted, including asset descriptions and registration requirements
5. Conditions Precedent: List of conditions that must be satisfied before notes are issued
6. Fee Schedule: Details of any fees payable including trustee fees, agent fees
7. Meeting Procedures: Procedures for note holder meetings and voting requirements
8. Form of Notice: Standard forms for various notices required under the agreement
Additional Note Holders
Affiliate
Authorisation
Business Day
Calculation Date
Calculation Period
Change of Control
Completion Date
Conditions Precedent
Confidential Information
Default Interest Rate
Default Notice
Event of Default
Face Value
Financial Indebtedness
Financial Year
Government Agency
GST
Guarantor
Initial Note Holder
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Legal Requirements
Maturity Date
Note Certificate
Note Documents
Note Holder
Notes
Notice
Outstanding Amount
Paying Agent
Payment Date
Permitted Security Interest
PPSA
Principal Amount
Redemption Amount
Redemption Date
Redemption Notice
Register
Registrar
Related Body Corporate
Relevant Interest Rate
Security
Security Interest
Security Provider
Security Trust Deed
Security Trustee
Subscription Agreement
Subscription Amount
Subscription Date
Tax
Transaction Documents
Transfer Form
Trust
Trustee
Subscription
Interest
Repayment
Redemption
Security
Representations and Warranties
Undertakings
Events of Default
Acceleration
Transfer and Assignment
Calculation
Payment
Tax
Stamp Duty
Notices
Confidentiality
Assignment
Amendment
Waiver
Set-off
Currency
Further Assurance
Severability
Counterparts
Electronic Execution
Time of Essence
Costs and Expenses
Indemnification
Force Majeure
Governing Law
Jurisdiction
Service of Process
Entire Agreement
Security Trust
Note Holder Meetings
Register Maintenance
Agent Provisions
GST
Anti-Money Laundering
Privacy
Subordination
Financial Services
Banking
Real Estate
Infrastructure
Mining
Technology
Manufacturing
Energy
Healthcare
Telecommunications
Agriculture
Retail
Construction
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment
Company Secretariat
Credit
Capital Markets
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Investment Manager
Fund Manager
Compliance Officer
Company Secretary
Financial Controller
Risk Manager
Corporate Finance Manager
Investment Banker
Credit Analyst
Portfolio Manager
Debt Capital Markets Manager
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