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Debenture Trustee Agreement Template for Singapore

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Key Requirements PROMPT example:

Debenture Trustee Agreement

"Need a Debenture Trustee Agreement for our Singapore-listed company issuing secured convertible debentures worth SGD 50 million, with quarterly interest payments and a maturity date in March 2025."

Document background
The Debenture Trustee Agreement is essential when companies in Singapore issue debentures to raise capital. This agreement, regulated under Singapore's Securities and Futures Act and supervised by the Monetary Authority of Singapore, establishes the legal framework for protecting debenture holders' interests. It details the appointment, powers, and duties of the trustee, security arrangements (if applicable), and mechanisms for enforcing debenture holders' rights. The agreement is particularly crucial for ensuring transparency, compliance, and proper governance in debt financing arrangements.
Suggested Sections

1. Parties: Identifies the issuer, trustee, and other relevant parties to the agreement

2. Background: Context of the debenture issuance and appointment of trustee, including regulatory framework

3. Definitions: Key terms used throughout the agreement, including statutory and regulatory definitions

4. Appointment of Trustee: Formal appointment and acceptance of trustee role, including qualification requirements under Singapore law

5. Powers and Duties of Trustee: Detailed obligations and authority of the trustee as per Securities and Futures Act and MAS Guidelines

6. Covenants of the Issuer: Issuer's obligations and undertakings, including compliance with Singapore regulatory requirements

7. Events of Default: Circumstances constituting default and consequences under Singapore law

8. Remuneration and Indemnification: Trustee compensation and protection provisions in accordance with local regulations

Optional Sections

1. Security Provisions: Details of security arrangements and compliance with Singapore security registration requirements

2. Conversion Rights: Terms for converting debentures to shares, including compliance with Companies Act requirements

3. Meetings of Debenture Holders: Procedures for debenture holder meetings and voting rights

Suggested Schedules

1. Form of Debenture Certificate: Template of the physical debenture certificate meeting Singapore regulatory requirements

2. Terms and Conditions of Debentures: Detailed terms governing the debentures in compliance with SFA

3. Security Documents: Details of security arrangements and registration requirements under Singapore law

4. Meeting Procedures: Rules and procedures for debenture holder meetings

5. Remuneration Schedule: Details of trustee fees and payment terms

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







































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Industries

Securities and Futures Act (SFA) Chapter 289: Primary legislation governing securities and debentures in Singapore. Key focus on Part XIII which regulates debentures, including requirements for trustees and trust deeds, and specifies duties and responsibilities of trustees

Companies Act Chapter 50: Fundamental legislation covering corporate law aspects including provisions relating to debentures and charges, registration requirements, and company's power to issue debentures

Trust Companies Act Chapter 336: Legislation governing trust companies in Singapore, including licensing requirements for trust companies and the regulatory framework for trustees

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore, including Guidelines on the Regulation of Markets and Guidelines for Trustees and Custodians

SGX Listing Rules: Rules governing listed securities on Singapore Exchange, particularly relevant if the debentures are to be listed, including continuing obligations requirements

Common Law Principles: Established legal principles regarding trusts and fiduciary duties from case law that supplement statutory requirements

Contract Act Chapter 53: Legislation governing general contractual principles that apply to the agreement between parties

AML/CFT Regulations: Anti-Money Laundering and Counter-Terrorism Financing regulations that must be considered in trustee arrangements and financial instruments

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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