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.
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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
1. Security: Required if the loan notes are secured by any assets or guarantees
2. Intercreditor Provisions: Needed if there are multiple creditors or ranks of debt
3. Conversion Rights: Required if the loan notes are convertible into equity
4. Registration Rights: Necessary if the notes or conversion shares require registration with Philippine regulators
5. Foreign Exchange Provisions: Required if the loan notes involve foreign currency considerations
6. Agent Provisions: Needed if there is a facility agent or security trustee involved
7. Majority Lender Decisions: Required for syndicated loan note arrangements
1. Form of Note Certificate: Template for the physical note certificate if required
2. Conditions Precedent Documents: List of required documentation and evidence
3. Payment Schedule: Detailed repayment schedule including interest payment dates
4. Form of Transfer Certificate: Template for documenting transfers of notes
5. Corporate Authorizations: Copies of relevant board and shareholder resolutions
6. Security Documents: Forms of security documents if applicable
7. Know Your Customer Requirements: List of required KYC documentation under Philippine regulations
8. SEC and BSP Compliance Checklist: Regulatory compliance requirements and confirmations
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