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The Subordinate Loan Agreement is a specialized financing document used when parties wish to establish a loan arrangement where the lender's claims are contractually subordinated to those of senior creditors. This type of agreement is particularly useful for companies seeking to strengthen their capital structure or meet regulatory capital requirements under Austrian law. The document is commonly used in corporate refinancing, regulatory capital enhancement, and growth financing scenarios. It must comply with specific requirements under Austrian banking regulations (BWG) and corporate law, particularly regarding subordination mechanics and regulatory capital treatment. The agreement includes detailed provisions on the ranking of debt, payment conditions, regulatory compliance, and the rights of parties in various scenarios including insolvency. This type of subordinated financing has become increasingly important in the Austrian market as companies seek diverse funding sources while maintaining flexibility in their capital structure.

1. Parties: Identification of the lender and borrower with full legal names and addresses

2. Background: Context of the subordinated loan and the parties' intention to enter into a subordinated lending arrangement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. The Subordinated Loan: Core terms of the loan including amount, purpose, and subordination provisions

5. Subordination Terms: Detailed provisions regarding the subordinated nature of the loan, including ranking and treatment in insolvency

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

7. Repayment: Terms for repayment of the principal amount, including any restrictions due to subordination

8. Conditions Precedent: Conditions that must be satisfied before the loan becomes available

9. Representations and Warranties: Statements of fact by the borrower about its legal and financial status

10. Covenants: Ongoing obligations of the borrower during the term of the loan

11. Events of Default: Circumstances that trigger default and associated remedies, subject to subordination provisions

12. Taxes: Treatment of taxes and withholding requirements

13. Changes to Parties: Rules regarding assignment and transfer of rights and obligations

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction provisions