The Loan Note Subscription Agreement is a critical document used in the UAE for debt financing transactions where a company seeks to raise capital by issuing debt instruments. This agreement is particularly relevant in the UAE's growing debt capital markets and must comply with various federal laws and regulations, including UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and relevant Central Bank and SCA regulations. The document sets out the complete commercial and legal relationship between the issuer and subscribers, including subscription mechanics, payment terms, interest provisions, and regulatory compliance requirements. It is commonly used for both conventional and Islamic finance structures, with appropriate modifications for Shariah compliance where required. The agreement needs to balance international best practices with local UAE legal requirements, making it a sophisticated instrument for capital raising in the region.
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1. Parties: Identification of the Issuer, Subscriber(s), and any agents or trustees
2. Background: Context of the loan note issuance, purpose of the funding, and any relevant corporate approvals
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Issue: Terms of subscription, commitment amounts, and conditions for issuance of the loan notes
5. Closing and Conditions Precedent: Requirements to be satisfied before closing and mechanics of completion
6. Payment Provisions: Terms for payment of subscription amount, interest, and any other amounts
7. Interest: Interest rate, calculation methods, payment dates, and default interest provisions
8. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and mandatory redemption events
9. Representations and Warranties: Standard declarations by both Issuer and Subscribers
10. Covenants: Ongoing obligations of the Issuer and any financial covenants
11. Events of Default: Circumstances constituting default and consequences
12. Transferability: Provisions regarding transfer of loan notes and restrictions
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Security: Details of any security or guarantees - include if the loan notes are secured
2. Subordination: Required if the loan notes are subordinated to other debt
3. Note Trustee Provisions: Include if a trustee is appointed to represent noteholders
4. Tax Provisions: Detailed tax provisions if cross-border elements exist
5. Shariah Compliance: Include if the instrument needs to be Shariah-compliant
6. Multiple Subscribers: Special provisions for managing multiple subscribers and their relationships
7. Registration Rights: Include if notes may be converted to registered securities
8. Step-Up Provisions: Include if interest rate may increase upon certain triggers
1. Form of Loan Note Certificate: Template of the physical or electronic note certificate
2. Commercial Terms: Detailed terms including amount, interest rate, maturity date
3. Conditions Precedent: Detailed list of required documents and conditions
4. Form of Transfer Certificate: Template for transferring notes between holders
5. Security Documents: If secured, details of security arrangements and documents
6. Financial Covenants: Detailed financial ratios and calculations
7. Know Your Customer Requirements: UAE regulatory compliance documentation requirements
8. Form of Compliance Certificate: Template for periodic compliance reporting
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