Loan Note Subscription Agreement Template for Philippines

The Loan Note Subscription Agreement is a crucial financing document used in the Philippine market when a company seeks to raise debt financing through the issuance of loan notes. This document is particularly relevant when companies require medium to long-term financing but prefer a more flexible structure than traditional bank loans. It must comply with Philippine securities regulations, particularly the Securities Regulation Code and relevant SEC regulations. The agreement typically includes detailed provisions on subscription mechanics, payment terms, security (if any), events of default, and transferability of the notes. It's commonly used for corporate financing, project financing, or refinancing existing debt, and must address specific Philippine law requirements such as documentary stamp tax, withholding tax, and foreign investment regulations where applicable.

1. Parties: Identification of the Issuer, Subscriber(s), and any other relevant parties such as guarantors or security trustees

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

3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles used throughout the agreement

4. Subscription and Issue: Core terms of the subscription, including amount, price, and mechanics of issue

5. Payment Terms: Details of payment obligations, including interest, principal repayment schedule, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes effective

7. Representations and Warranties: Statements of fact and assurances given by the Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer and any other relevant parties

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

10. Tax Provisions: Treatment of taxes, including withholding tax obligations and gross-up provisions

11. Transferability: Terms governing the transfer or assignment of the loan notes

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

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities