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The Loan Note Agreement is a crucial financing document used when a company seeks to raise debt funding through the issuance of loan notes, typically in scenarios requiring structured financing or when traditional bank loans may not be suitable. This document, governed by Hong Kong law, establishes the legal framework for the debt instrument, incorporating local regulatory requirements and market practices. It is particularly useful for medium to long-term financing arrangements, private placements, and situations involving multiple lenders. The agreement comprehensively addresses issuance terms, interest calculations, repayment obligations, security arrangements, events of default, and transferability of the notes. It includes provisions that comply with Hong Kong financial regulations and securities laws, making it suitable for both domestic and cross-border transactions involving Hong Kong entities or investors.

1. Parties: Identifies and defines the Issuer, Initial Noteholder, and any other primary parties to the agreement

2. Background: Sets out the context of the loan note issuance and the parties' intention to enter into the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Issuance of Notes: Details the terms of note issuance, including principal amount, issue date, and denomination

5. Interest: Specifies interest rate, calculation method, payment dates, and default interest provisions

6. Repayment and Redemption: Sets out terms for repayment of principal, early redemption rights, and mandatory redemption events

7. Security: Details any security arrangements securing the loan notes

8. Representations and Warranties: Contains issuer's representations and warranties regarding its capacity, authority, and financial condition

9. Covenants: Specifies positive and negative obligations of the issuer during the term of the notes

10. Events of Default: Lists circumstances constituting default and consequences thereof

11. Transferability: Sets out conditions and procedures for transfer of the notes

12. Payments: Details payment mechanics, currency, and treatment of non-business days

13. Notices: Specifies how formal communications between parties should be made

14. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

15. General Provisions: Contains boilerplate provisions including amendments, waivers, and severability