The Subordinated Promissory Note is commonly used in Hong Kong for structured financing arrangements where parties wish to establish a clear hierarchy of debt obligations. It serves as a formal acknowledgment of debt while explicitly recognizing the superior payment rights of senior creditors. This document type is particularly useful in corporate financing, investment structures, and complex lending arrangements where multiple layers of debt exist. The note must comply with Hong Kong's Bills of Exchange Ordinance and related financial regulations, making it suitable for both corporate and sophisticated individual transactions. It typically includes detailed provisions on payment terms, interest calculations, subordination mechanisms, and enforcement rights, providing clarity on the parties' respective positions in the creditor hierarchy.
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1. Note Details: Essential elements including date, amount in words and figures, and applicable currency
2. Parties: Identification of maker (promisor) and payee, including full legal names and addresses
3. Promise to Pay: Unconditional promise to pay the principal sum with clear payment terms
4. Interest: Interest rate, calculation method, and payment frequency
5. Subordination Terms: Clear statement of subordination to senior debt and conditions of subordination
6. Payment Terms: Specification of payment dates, method, and place of payment
7. Events of Default: Definition of default events and consequences
8. Governing Law: Specification of Hong Kong law as governing law
9. Assignment: Terms regarding transferability and assignment rights
1. Security: Details of any collateral or security provided - include if note is secured
2. Guarantee: Terms of any guarantee provided - include if note is guaranteed
3. Prepayment Terms: Terms allowing early repayment - include if early repayment is permitted
4. Tax Provisions: Provisions regarding tax treatment and withholding - include if tax implications are significant
5. Notices: Format and delivery method for formal communications - include for more formal arrangements
6. Senior Debt Definition: Detailed definition of senior debt - include when multiple debt instruments exist
7. Representations and Warranties: Basic representations of the maker - include for more complex arrangements
1. Payment Schedule: Detailed schedule of payment dates and amounts if installment payments are involved
2. Senior Debt Schedule: List of existing senior debt obligations to which this note is subordinated
3. Security Details: Description of any security or collateral if the note is secured
4. Calculation Methods: Detailed interest calculation methods if complex interest provisions apply
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