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The Loan Note Subscription Agreement is a critical financing document used when a company seeks to raise debt funding through the issuance of loan notes under Swiss law. It serves as the primary contractual framework governing the relationship between the issuer and subscriber(s), establishing their respective rights and obligations. This document is particularly relevant for private placements, corporate financing transactions, and structured debt arrangements in Switzerland. The agreement must comply with Swiss financial regulations, including FIDLEG and FinfraG where applicable, and typically incorporates specific provisions required under the Swiss Code of Obligations. It includes detailed terms regarding subscription mechanics, payment procedures, conditions precedent, representations and warranties, covenants, and events of default, all tailored to Swiss market practice and regulatory requirements.

1. Parties: Identification of the issuer, subscriber(s), and any other relevant parties such as security trustee or paying agent

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

3. Definitions and Interpretation: Defined terms, interpretation rules, and references to Swiss legal concepts where relevant

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

5. Conditions Precedent: Documents and conditions required before subscription obligations become effective

6. Payment and Settlement: Payment terms, settlement procedures, and account details

7. Status and Form of Notes: Legal status of the notes, form of issuance (bearer/registered), and ranking

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

9. Repayment and Redemption: Maturity date, repayment terms, early redemption rights

10. Representations and Warranties: Standard and transaction-specific representations by the issuer

11. Covenants: Issuer undertakings, including financial covenants and information obligations

12. Events of Default: Circumstances constituting default and consequences

13. Transfers and Assignment: Provisions regarding transferability of the notes

14. Notices: Communication procedures between parties

15. Taxes: Tax-related provisions and withholding requirements

16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions