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A Loan Note Subscription Agreement is commonly used when companies seek to raise debt finance through the issue of loan notes to investors. This document, governed by English and Welsh law, provides a comprehensive framework for the subscription process, including payment terms, conditions for completion, and investor protections. It's particularly useful for private companies seeking alternative financing options to traditional bank lending, and can accommodate various structures including secured, unsecured, or convertible notes. The agreement ensures compliance with UK financial services regulations and provides certainty for both issuers and investors.

1. Parties: Identifies the issuer and subscriber(s) of the loan notes

2. Background: Sets out the context and purpose of the loan note subscription

3. Definitions: Defines key terms used throughout the agreement including regulatory references to FSMA, Companies Act etc.

4. Subscription: Details of the subscription amount, price, and mechanics

5. Conditions Precedent: Conditions that must be satisfied before subscription completion

6. Completion: Mechanics and timing of completion of the subscription

7. Representations and Warranties: Standard representations from both issuer and subscriber

8. Covenants: Ongoing obligations of the parties

9. Events of Default: Circumstances constituting default and consequences

10. Boilerplate Provisions: Standard legal provisions including notices, assignments, amendments