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Loan Note Subscription Agreement Template for Malaysia

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Key Requirements PROMPT example:

Loan Note Subscription Agreement

"I need a Loan Note Subscription Agreement under Malaysian law for my technology company to issue RM 5 million in loan notes to a single institutional investor, with quarterly interest payments and maturity in March 2025."

Document background
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.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Real Estate

Infrastructure

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Construction

Agriculture

Mining and Resources

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Compliance

Risk Management

Executive Management

Company Secretarial

Investment Banking

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Company Secretary

Treasury Manager

Investment Manager

Compliance Officer

Corporate Finance Manager

Financial Controller

Risk Manager

Managing Director

Investment Banker

Fund Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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