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Postponement And Subordination Agreement
"Need a Postponement and Subordination Agreement for a manufacturing company with existing bank debt of $5M, subordinating a new private lender's debt of $2M, with quarterly permitted payments allowed if no defaults exist under the senior facility."
1. Parties: Identification of all parties including Senior Creditor(s), Subordinated Creditor(s), and the Debtor
2. Background: Recitals explaining the existing debt arrangements, security interests, and reason for subordination
3. Definitions: Definitions of key terms including Senior Debt, Subordinated Debt, Security, Enforcement Action, etc.
4. Subordination of Debt: Core provisions establishing the subordination of the junior debt to the senior debt
5. Postponement of Payment: Terms governing the postponement of payments on subordinated debt
6. Permitted Payments: Conditions under which payments on subordinated debt may be made
7. Turnover of Proceeds: Obligation to turn over any prohibited payments received by subordinated creditor
8. Enforcement Restrictions: Limitations on subordinated creditor's right to take enforcement action
9. Senior Creditor's Rights: Rights of senior creditor including ability to enforce security and amend senior facility
10. Representations and Warranties: Standard representations regarding authority, enforceability, and ownership of debt
11. Continuing Subordination: Confirmation that subordination continues despite various events
12. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.
1. Security Subordination: Required when subordinating security interests in addition to debt
2. Insolvency Provisions: Detailed provisions regarding rights in bankruptcy/insolvency when relevant
3. Accession Provisions: Required when additional creditors may join the agreement in the future
4. Standstill Provisions: Additional restrictions on subordinated creditor's actions when stronger controls needed
5. Assignment and Transfer: Detailed provisions when debt/security interests may be transferred
6. Inter-creditor Provisions: Required when multiple creditors at same level need to agree on enforcement
7. Priority Waterfall: Needed when establishing complex payment priorities among multiple creditors
1. Schedule A - Senior Debt: Details of all senior debt facilities and amounts
2. Schedule B - Subordinated Debt: Details of all subordinated debt facilities and amounts
3. Schedule C - Security Documents: List of all security documents held by senior and subordinated creditors
4. Schedule D - Notice Details: Contact information for all parties for formal notices
5. Schedule E - Form of Accession Deed: Standard form for additional creditors to join the agreement
6. Schedule F - Existing Defaults: List of any existing defaults under the debt documents if applicable
Authors
Banking and Financial Services
Commercial Real Estate
Manufacturing
Construction
Infrastructure
Energy and Resources
Technology
Healthcare
Retail
Private Equity
Venture Capital
Agricultural Business
Transportation and Logistics
Legal
Finance
Treasury
Risk Management
Credit
Corporate Banking
Compliance
Commercial Banking
Corporate Finance
Debt Capital Markets
Investment
Restructuring
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Risk Manager
Credit Manager
Investment Manager
Corporate Banking Manager
Debt Finance Manager
Restructuring Officer
Commercial Banking Officer
Corporate Secretary
Financial Controller
Compliance Officer
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