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Note Agreement
"I need a Note Agreement under German law for issuing €50 million in secured notes to three institutional investors, with quarterly interest payments and a maturity date of March 15, 2025, including provisions for early redemption and noteholder meetings."
1. Parties: Identification of the issuer, initial noteholder(s), and any agents or trustees
2. Background: Context of the note issuance and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Issue of Notes: Terms of issuance, principal amount, and denomination of notes
5. Status and Form of Notes: Legal status of the notes and their form (bearer/registered)
6. Interest: Interest rate, calculation methods, and payment dates
7. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and procedures
8. Payments: Payment mechanics, currencies, and business day conventions
9. Taxation: Tax treatment of payments and gross-up provisions
10. Representations and Warranties: Standard declarations by the issuer regarding legal capacity and compliance
11. Information Obligations: Issuer's ongoing disclosure requirements
12. Events of Default: Circumstances constituting default and consequences
13. Transferability: Terms and conditions for transfer of notes
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction arrangements
1. Security: Include when notes are secured by specific assets or guarantees
2. Covenants: Include when specific ongoing obligations of the issuer are required
3. Subordination: Include for subordinated notes to define ranking against other obligations
4. Noteholders' Meetings: Include when collective action provisions are needed under SchVG
5. Agents and Trustees: Include when paying agents or trustees are appointed
6. Market Listing: Include when notes are to be listed on a securities exchange
7. Further Issues: Include when the issuer may issue additional notes under the same terms
8. Rating: Include when credit ratings are relevant to the notes
1. Form of Note Certificate: Template for physical note certificates if applicable
2. Terms and Conditions: Detailed terms and conditions of the notes
3. Interest Calculation Examples: Examples of interest calculations if complex formulae are used
4. Form of Transfer Certificate: Template for transferring notes if they are registered
5. Payment Schedule: Detailed schedule of payment dates and amounts
6. Security Documents: Details of any security arrangements if notes are secured
7. KYC Requirements: Required documentation for compliance with German AML laws
8. Tax Documentation: Required forms and certificates for tax purposes
Authors
Banking & Financial Services
Manufacturing
Real Estate
Technology
Energy
Infrastructure
Healthcare
Telecommunications
Retail
Transportation & Logistics
Industrial
Agriculture
Mining & Resources
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Investment
Credit
Capital Markets
Corporate Development
Chief Financial Officer
Treasurer
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Credit Officer
Risk Manager
Compliance Officer
Corporate Secretary
Investment Banker
Financial Controller
Debt Capital Markets Manager
Portfolio Manager
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