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Loan Note for the United Kingdom

Loan Note Template for England and Wales

A Loan Note Template under English and Welsh law is a standardized document that evidences debt and creates a binding obligation for the borrower to repay a specified sum with interest to the lender. It includes detailed terms regarding interest calculation, repayment schedule, events of default, and any security arrangements. The document is governed by English law principles and provides flexibility for both secured and unsecured lending arrangements.

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Loan Note

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What is a Loan Note?

The Loan Note Template is a crucial financing instrument used across various sectors in England and Wales. It serves as a formal document recording debt obligations and establishing the terms of lending arrangements. This template is particularly valuable when companies need to document multiple lending transactions efficiently. The document typically includes essential provisions about interest rates, repayment terms, security (if any), and events of default. The template format allows for customization while maintaining consistency with English law requirements and market standards.

What sections should be included in a Loan Note?

1. 1. Parties: Identification of the lender(s) and borrower(s), including full legal names and addresses

2. 2. Background: Context of the loan note issuance and basic commercial terms

3. 3. Definitions and Interpretation: Definitions of key terms used throughout the document and interpretation rules

4. 4. Principal Amount: Details of the loan amount, currency, and issuance terms

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

6. 6. Repayment Terms: Terms for repayment including maturity date, early repayment provisions, and payment mechanics

7. 7. Events of Default: List of circumstances constituting default and consequences of default

8. 8. Representations and Warranties: Standard representations and warranties from the borrower

9. 9. Covenants: Positive and negative undertakings by the borrower

10. 10. Notices: Process for serving notices between parties

11. 11. Assignment and Transfer: Provisions regarding assignment and transfer of the loan note

12. 12. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Loan Note?

1. Security: Details of any assets securing the loan note, including creation and enforcement of security

2. Conversion Rights: Terms and mechanics for converting the loan note to equity, including conversion price and process

3. Subordination: Provisions regarding ranking of the loan note relative to other debt

4. Tax Gross-Up: Provisions for tax gross-up payments and tax-related representations

5. Information Rights: Requirements for financial and other information to be provided to noteholders

What schedules should be included in a Loan Note?

1. Schedule 1 - Form of Transfer Certificate: Standard form for documenting transfers of the loan note

2. Schedule 2 - Conversion Mechanics: Detailed procedures and calculations for conversion of the loan note to equity

3. Schedule 3 - Security Documents: Forms of security documents and security registration requirements

4. Schedule 4 - Repayment Schedule: Detailed schedule of repayment dates and amounts

5. Schedule 5 - Conditions Precedent: List of documents and conditions required before the loan note can be issued

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

Jurisdiction

England and Wales

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions





































Clauses



































Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, particularly relevant for creation and registration of security in loan notes

Law of Property Act 1925: Fundamental legislation concerning property law, relevant when the loan note is secured against property

Financial Services and Markets Act 2000: Key legislation regulating financial services and markets in the UK, including the issuance and trading of financial instruments

Consumer Credit Act 1974: Legislation protecting consumers in credit transactions, applicable if loan notes are offered to retail investors

FCA Regulations: Financial Conduct Authority regulations governing financial products and services in the UK

Prospectus Regulations 2019: Regulations governing the requirement for and content of prospectuses when securities are offered to the public

Financial Promotion Order 2005: Regulations controlling how financial products can be marketed and promoted in the UK

Insolvency Act 1986: Legislation governing corporate insolvency and the rights of creditors in insolvency situations

Enterprise Act 2002: Legislation affecting corporate insolvency and enforcement of security

Companies (Register of Charges) Regulations 2008: Regulations governing the registration of charges and security interests created by companies

Income Tax Act 2007: Legislation governing the taxation of income, including interest payments on loan notes

Corporation Tax Act 2009: Legislation governing corporate taxation aspects of loan notes and debt instruments

Taxation of Chargeable Gains Act 1992: Legislation governing capital gains tax implications of disposing of loan notes

Money Laundering Regulations 2017: Regulations requiring due diligence and controls to prevent money laundering in financial transactions

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of crime, relevant for financial instruments

Unfair Contract Terms Act 1977: Legislation controlling the use of unfair terms in contracts, including financial instruments

Misrepresentation Act 1967: Legislation providing remedies for misrepresentation in contract formation, including financial documents

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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