The Note Agreement serves as a fundamental instrument for debt financing under German law, used when an entity needs to raise capital by issuing debt securities. This document type is essential for both private and public note issuances, providing a comprehensive framework that details the financial and legal aspects of the debt instrument. The agreement must comply with German regulatory requirements, including the Civil Code (BGB), Securities Trading Act (WpHG), and Bond Act (SchVG). It's particularly relevant for corporate financing, project financing, or refinancing activities, where detailed terms of debt obligations need to be documented. The Note Agreement includes crucial information about interest payments, redemption terms, security (if any), events of default, and enforcement rights, while incorporating specific German law requirements for debt instruments and financial documentation.
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1. Parties: Identification of the issuer, initial noteholder(s), and any agents or trustees
2. Background: Context of the note issuance and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Issue of Notes: Terms of issuance, principal amount, and denomination of notes
5. Status and Form of Notes: Legal status of the notes and their form (bearer/registered)
6. Interest: Interest rate, calculation methods, and payment dates
7. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and procedures
8. Payments: Payment mechanics, currencies, and business day conventions
9. Taxation: Tax treatment of payments and gross-up provisions
10. Representations and Warranties: Standard declarations by the issuer regarding legal capacity and compliance
11. Information Obligations: Issuer's ongoing disclosure requirements
12. Events of Default: Circumstances constituting default and consequences
13. Transferability: Terms and conditions for transfer of notes
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction arrangements
1. Security: Include when notes are secured by specific assets or guarantees
2. Covenants: Include when specific ongoing obligations of the issuer are required
3. Subordination: Include for subordinated notes to define ranking against other obligations
4. Noteholders' Meetings: Include when collective action provisions are needed under SchVG
5. Agents and Trustees: Include when paying agents or trustees are appointed
6. Market Listing: Include when notes are to be listed on a securities exchange
7. Further Issues: Include when the issuer may issue additional notes under the same terms
8. Rating: Include when credit ratings are relevant to the notes
1. Form of Note Certificate: Template for physical note certificates if applicable
2. Terms and Conditions: Detailed terms and conditions of the notes
3. Interest Calculation Examples: Examples of interest calculations if complex formulae are used
4. Form of Transfer Certificate: Template for transferring notes if they are registered
5. Payment Schedule: Detailed schedule of payment dates and amounts
6. Security Documents: Details of any security arrangements if notes are secured
7. KYC Requirements: Required documentation for compliance with German AML laws
8. Tax Documentation: Required forms and certificates for tax purposes
Relevant legal definitions
Aggregate Principal Amount
Agents
Applicable Rate
Banking Day
Business Day
Calculation Agent
Calculation Period
Change of Control
Clearing System
Closing Date
Custodian
Day Count Fraction
Default Interest
Defaulted Note
Early Redemption Amount
Early Redemption Date
Event of Default
Financial Indebtedness
Fixed Rate Notes
Global Note
Interest Commencement Date
Interest Payment Date
Interest Period
Issue Date
Issue Price
Issuer
Material Adverse Effect
Maturity Date
Maximum Rate
Minimum Rate
Note Certificate
Noteholder
Notes
Outstanding Principal Amount
Paying Agent
Payment Business Day
Payment Date
Permitted Security
Principal Amount
Rate of Interest
Record Date
Redemption Amount
Redemption Date
Reference Banks
Reference Rate
Register
Registrar
Relevant Time
Security
Security Documents
Specified Currency
Specified Denomination
Subscription Agreement
Subsidiary
TARGET2
Tax Event
Terms and Conditions
Transfer Certificate
Trust Deed
Trustee
Agents
Applicable Rate
Banking Day
Business Day
Calculation Agent
Calculation Period
Change of Control
Clearing System
Closing Date
Custodian
Day Count Fraction
Default Interest
Defaulted Note
Early Redemption Amount
Early Redemption Date
Event of Default
Financial Indebtedness
Fixed Rate Notes
Global Note
Interest Commencement Date
Interest Payment Date
Interest Period
Issue Date
Issue Price
Issuer
Material Adverse Effect
Maturity Date
Maximum Rate
Minimum Rate
Note Certificate
Noteholder
Notes
Outstanding Principal Amount
Paying Agent
Payment Business Day
Payment Date
Permitted Security
Principal Amount
Rate of Interest
Record Date
Redemption Amount
Redemption Date
Reference Banks
Reference Rate
Register
Registrar
Relevant Time
Security
Security Documents
Specified Currency
Specified Denomination
Subscription Agreement
Subsidiary
TARGET2
Tax Event
Terms and Conditions
Transfer Certificate
Trust Deed
Trustee
Clauses
Issue and Status
Form and Denomination
Interest Provisions
Redemption and Purchase
Payments
Transfer and Exchange
Taxation
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Security
Enforcement
Role of Agents
Meetings of Noteholders
Amendments and Waivers
Further Issues
Notices
Assignment and Transfer
Severability
Currency Indemnity
Governing Law
Jurisdiction
Process Agent
Language
Form and Denomination
Interest Provisions
Redemption and Purchase
Payments
Transfer and Exchange
Taxation
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Security
Enforcement
Role of Agents
Meetings of Noteholders
Amendments and Waivers
Further Issues
Notices
Assignment and Transfer
Severability
Currency Indemnity
Governing Law
Jurisdiction
Process Agent
Language
Relevant Industries
Banking & Financial Services
Manufacturing
Real Estate
Technology
Energy
Infrastructure
Healthcare
Telecommunications
Retail
Transportation & Logistics
Industrial
Agriculture
Mining & Resources
Relevant Teams
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Investment
Credit
Capital Markets
Corporate Development
Relevant Roles
Chief Financial Officer
Treasurer
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Credit Officer
Risk Manager
Compliance Officer
Corporate Secretary
Investment Banker
Financial Controller
Debt Capital Markets Manager
Portfolio Manager
Transaction Manager
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