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Subordinated Promissory Note
"Need a Subordinated Promissory Note for a tech startup issuing $2M in debt to a venture debt fund, with quarterly interest payments and a maturity date of March 15, 2025, ensuring the debt is properly subordinated to our existing bank loans."
1. Parties: Identifies the issuer and holder of the note
2. Background: Context of the note issuance and relationship between parties
3. Definitions: Key terms used throughout the note
4. Promise to Pay: Core obligation to repay principal amount with specified interest
5. Subordination Provisions: Terms defining the subordinated nature of the debt and ranking in relation to other creditors
6. Interest Rate and Calculation: Details of interest rate, calculation methodology and payment periods
7. Payment Terms: Schedule and method of payments, including prepayment provisions
8. Events of Default: Circumstances constituting default and consequences thereof
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction
1. Security: Details of any collateral arrangements or security interests when note is secured by assets
2. Transferability: Terms governing transfer or assignment of the note when intended to be transferable
3. Tax Provisions: Treatment of taxes on payments and withholding requirements
4. Representations and Warranties: Additional assurances and statements by the issuer regarding their capacity and authority
1. Payment Schedule: Detailed repayment schedule including principal and interest payment dates
2. Interest Calculation Examples: Illustrative examples of interest calculations and methodologies
3. Form of Transfer Certificate: Standard form for documenting transfers of the note if transferable
4. Subordination Terms: Detailed terms of subordination including ranking of creditors and payment restrictions
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