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Loan Note Subscription Agreement Template for Pakistan

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Key Requirements PROMPT example:

Loan Note Subscription Agreement

"I need a Loan Note Subscription Agreement for my tech startup based in Karachi to raise PKR 50 million from three local investors, with quarterly interest payments and a maturity date in March 2025, including conversion rights to equity at the next funding round."

Document background
The Loan Note Subscription Agreement serves as a critical financial instrument in the Pakistani market, enabling companies to raise debt financing through the issuance of loan notes to investors. This document is particularly utilized when a company seeks alternative funding sources to traditional bank loans or equity financing. The agreement must comply with Pakistani financial regulations, including the Securities Act 2015, Companies Act 2017, and relevant SECP regulations. It typically details the subscription amount, interest rates, repayment terms, security arrangements, and investor rights. The document becomes especially relevant for companies undertaking expansion projects, refinancing existing debt, or requiring working capital, while offering investors a structured debt instrument with defined returns. The agreement's importance is heightened when dealing with multiple subscribers or international investors, necessitating careful consideration of foreign exchange regulations and cross-border implications.
Suggested Sections

1. Parties: Identification of the issuer company and the subscriber(s)

2. Background: Context of the loan note issuance, including company's purpose for raising funds

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription and Issue: Terms of subscription, including amount, price, and process for subscribing to the loan notes

5. Payment Terms: Details of payment schedule, interest rates, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Statements of fact and assurances given by both the issuer and subscriber

8. Covenants: Ongoing obligations of the issuer including financial covenants and information rights

9. Events of Default: Circumstances that constitute default and consequences thereof

10. Security: Details of any security or collateral backing the loan notes

11. Transferability: Terms governing the transfer of loan notes to third parties

12. Notices: Process for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Conversion Rights: Include when loan notes are convertible into shares, specifying conversion terms and process

2. Tag-Along Rights: Include when subscribers are given the right to participate in future sales of securities

3. Pre-emption Rights: Include when subscribers have rights to participate in future funding rounds

4. Foreign Exchange Provisions: Include when foreign investors are involved, addressing currency conversion and repatriation

5. Shareholder Approval: Include when issuance requires specific shareholder approval procedures

6. Tax Provisions: Include detailed tax provisions when complex tax implications exist or for cross-border arrangements

7. Registration Rights: Include when notes may be listed on a securities exchange in the future

Suggested Schedules

1. Form of Loan Note Certificate: Template of the physical or electronic loan note certificate

2. Payment Schedule: Detailed schedule of payment dates, amounts, and interest calculations

3. Conditions Precedent Documents: List of required documents and conditions to be satisfied

4. Security Documents: Details of security arrangements and relevant documentation

5. Corporate Authorizations: Copies of board resolutions and other corporate approvals

6. Financial Covenants: Detailed financial ratios and calculations for covenant compliance

7. Form of Transfer Notice: Template for notifying transfer of loan notes

8. Know Your Customer Requirements: List of required KYC documents and compliance requirements

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

Relevant legal definitions
Clauses
































Relevant Industries

Banking & Financial Services

Investment Management

Corporate Finance

Real Estate

Infrastructure

Manufacturing

Technology

Energy

Healthcare

Telecommunications

Agriculture

Mining & Resources

Relevant Teams

Legal

Finance

Treasury

Compliance

Corporate Secretarial

Risk Management

Corporate Development

Investment

Board of Directors

Executive Management

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Lawyer

Investment Manager

Compliance Officer

Company Secretary

Treasury Manager

Financial Controller

Legal Counsel

Investment Banker

Corporate Finance Manager

Risk Manager

Managing Director

Chief Executive Officer

Board Director

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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