The Loan Note Subscription Agreement is a fundamental document in Hong Kong's debt financing landscape, used when companies seek to raise capital through the issuance of loan notes to investors. It serves as the primary contractual framework governing the subscription process, incorporating Hong Kong's regulatory requirements and market practices. This document is particularly relevant for private placements and structured financing transactions, where companies need a formal mechanism to document the terms of debt issuance. The agreement covers critical aspects such as subscription mechanics, payment obligations, security arrangements (if applicable), and compliance with Hong Kong's securities regulations. It's commonly used in both bilateral and syndicated lending scenarios, and can accommodate various security structures and guarantee arrangements.
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1. Parties: Identification of the Issuer, Subscribers, and any other parties (e.g., Security Trustee, Paying Agent)
2. Background: Context of the transaction, including purpose of the loan note issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription and Issue: Core terms of the subscription, including amount, price, and mechanics
5. Conditions Precedent: Conditions that must be satisfied before subscription/issuance
6. Interest and Repayment: Terms of interest calculation, payment dates, and repayment provisions
7. Representations and Warranties: Standard and transaction-specific representations by issuer and subscribers
8. Covenants: Ongoing obligations of the issuer and other parties
9. Events of Default: Circumstances constituting default and consequences
10. Transfer Restrictions: Limitations on transfer of loan notes
11. Payments: Payment mechanics, currency, and taxation provisions
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security: Include when loan notes are secured by assets or guarantees
2. Guarantee: Include when there are guarantors for the loan notes
3. Subordination: Include when there are multiple classes of debt requiring ranking
4. Change of Control: Include specific provisions for change in issuer ownership
5. Tax Gross-up: Include detailed tax provisions if cross-border elements exist
6. Meeting Provisions: Include if noteholders need collective action mechanisms
7. Agent Provisions: Include if paying agent or security trustee is appointed
1. Form of Loan Note Certificate: Template for the physical note certificate if applicable
2. Conditions Precedent Documents: List of required documents and conditions
3. Form of Transfer Certificate: Template for transferring loan notes
4. Financial Covenants: Detailed financial covenants and calculations
5. Security Documents: Details of security arrangements if applicable
6. Form of Accession Deed: Template for new parties joining the agreement
7. Notice Details: Detailed contact information for all parties
8. Form of Subscriber's Certificate: Template for subscriber representations and confirmations
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