A Loan Conversion Agreement becomes necessary when parties wish to transform an existing loan obligation into a different form of financial instrument or modified loan terms under German law. This document is typically used in scenarios such as debt-to-equity conversions, loan restructuring, or when modifying fundamental terms of an existing loan agreement. The agreement must comply with German banking regulations (KWG), civil code requirements (BGB), and financial services laws. It details the conversion mechanics, valuation methods, timing, and post-conversion rights and obligations. Given the complexity of German financial regulations, the document requires careful consideration of documentation requirements, regulatory approvals, and proper execution procedures to ensure enforceability.
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1. Parties: Identification of the lender and borrower, including full legal names, registration details, and addresses
2. Background: Details of the original loan agreement, reasons for conversion, and current status of the loan
3. Definitions: Key terms used throughout the agreement, including reference to original loan terms and new conversion-specific terminology
4. Conversion Terms: Core terms of the conversion including conversion amount, rate, or mechanism
5. Effective Date: When the conversion takes effect and any conditions precedent
6. Post-Conversion Rights and Obligations: Rights and obligations of parties after the conversion is completed
7. Representations and Warranties: Standard and specific confirmations from both parties regarding their capacity and authority
8. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Security Provisions: Required if the original loan had security arrangements that need to be addressed post-conversion
2. Tax Provisions: Include when there are specific tax implications of the conversion that need to be addressed
3. Regulatory Compliance: Required for regulated entities or when specific regulatory requirements apply to the conversion
4. Interest Calculations: Needed when the conversion involves complex interest calculations or adjustments
5. Third Party Rights: Include when other parties' rights might be affected by the conversion
6. Default and Remedies: Required when specific default scenarios need to be addressed in the context of the conversion
1. Original Loan Agreement: Copy or key terms of the original loan agreement being converted
2. Conversion Calculations: Detailed calculations showing the conversion methodology and results
3. Form of Notices: Standard forms for any notices required under the agreement
4. Required Regulatory Forms: Any forms required by German regulatory authorities for the conversion
5. Security Documentation: If applicable, documentation relating to existing or new security arrangements
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