The Loan Note Subscription Agreement is a crucial document used in Malaysian debt financing transactions where companies seek to raise funds through the issuance of loan notes. This document is particularly relevant in the Malaysian market where companies look for alternatives to traditional bank financing. It sets out the complete framework for the subscription, issuance, and management of loan notes, including payment terms, security arrangements, and compliance requirements under Malaysian law. The agreement needs to comply with local regulatory requirements, including those set by the Securities Commission Malaysia and Bank Negara Malaysia, while also considering international best practices for debt instruments. This document type is commonly used for both private placements and larger institutional debt offerings in Malaysia.
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1. Parties: Identification of the issuer and subscriber(s)
2. Background: Context of the loan note issuance and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription and Issuance: Terms of subscription, payment obligations, and conditions for issuance
5. Loan Note Terms: Key terms including principal amount, interest rate, maturity date, and repayment provisions
6. Conditions Precedent: Conditions that must be satisfied before subscription/issuance
7. Representations and Warranties: Standard representations and warranties from both issuer and subscriber
8. Covenants: Ongoing obligations of the issuer and subscriber
9. Events of Default: Circumstances constituting default and consequences
10. Transfer and Assignment: Provisions governing transfer of loan notes
11. Notices: Communication procedures between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security: Details of any security arrangements - include when loan notes are secured
2. Guarantee: Terms of any guarantee - include when there is a guarantor
3. Ranking and Subordination: Provisions regarding ranking of the loan notes - include when there are multiple creditors
4. Interest Step-Up: Provisions for interest rate increases on specific triggers - include when agreed commercially
5. Conversion Rights: Terms for converting loan notes to equity - include for convertible loan notes
6. Tax Gross-Up: Provisions for tax-related payment adjustments - include when relevant to jurisdiction/parties
7. Meeting Provisions: Procedures for noteholder meetings - include when multiple subscribers
1. Form of Loan Note Certificate: Template of the physical/electronic loan note certificate
2. Conditions Precedent Documents: List of required documents and conditions to be satisfied
3. Subscription Details: Details of subscription amount, payment mechanics, and subscriber information
4. Form of Transfer Certificate: Template for transferring loan notes to new holders
5. Repayment Schedule: Detailed schedule of repayment dates and amounts
6. Security Documents: Forms of security documents if applicable
7. Financial Covenants: Detailed financial covenants and calculation methodologies
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