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Intercompany Subordination Agreement Template for India

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Key Requirements PROMPT example:

Intercompany Subordination Agreement

"I need an Intercompany Subordination Agreement for our Indian technology group structure with three subsidiary companies, where the parent company debt needs to be prioritized over all subsidiary debt, and we need to include specific provisions for future international expansion planned for March 2025."

Document background
The Intercompany Subordination Agreement is essential in complex corporate group structures where multiple entities have varying levels of debt obligations. This document becomes crucial when a corporate group needs to establish clear priority rankings between different classes of intragroup debt, particularly in the Indian legal context where such arrangements must comply with specific corporate and insolvency laws. It is typically used when implementing new group financing arrangements, restructuring existing debt, or preparing for potential insolvency scenarios. The agreement details payment hierarchies, restrictions on subordinated debt payments, enforcement mechanisms, and includes provisions for various creditor rights and obligations. It must align with Indian regulatory requirements, including those under the Companies Act 2013 and relevant Reserve Bank of India guidelines for intercompany transactions.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the senior creditors, subordinated creditors, and the debtor company

2. Background: Recitals explaining the context of the agreement, existing debt arrangements, and purpose of subordination

3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, etc.

4. Subordination: Core provisions establishing the subordination of specified debt and payment hierarchy

5. Restrictions on Subordinated Creditors: Limitations on actions subordinated creditors can take regarding their debt

6. Payment Provisions: Rules governing permitted payments, payment blockages, and turnover of unauthorized payments

7. Enforcement Rights: Rights of senior creditors to enforce the subordination and restrictions on subordinated creditors' enforcement actions

8. Representations and Warranties: Standard representations from all parties regarding authority, binding obligations, and no conflicts

9. Undertakings: Ongoing obligations of the parties, including information sharing and maintenance of subordination

10. Duration and Termination: Term of the agreement and circumstances under which it terminates

11. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.

Optional Sections

1. Security Arrangements: Include when the subordination involves secured debt to address ranking of security interests

2. Intercreditor Provisions: Include when there are multiple classes of creditors requiring detailed arrangements between them

3. Buy-out Rights: Include when subordinated creditors are given rights to purchase senior debt under specific circumstances

4. Payment Waterfall: Include when there's a need for detailed allocation of payments among different creditor classes

5. Additional Debt: Include when parties anticipate new debt being incurred that needs to be addressed in the subordination scheme

6. Foreign Currency Provisions: Include when debt obligations are in multiple currencies

Suggested Schedules

1. Schedule 1 - Existing Senior Debt: Details of all senior debt covered by the agreement including amounts, dates, and terms

2. Schedule 2 - Existing Subordinated Debt: Details of all subordinated debt covered by the agreement including amounts, dates, and terms

3. Schedule 3 - Form of Accession Deed: Standard form for new creditors to accede to the agreement

4. Schedule 4 - Notice Details: Contact information and notice requirements for all parties

5. Schedule 5 - Group Structure Chart: Corporate structure showing relationships between debtor and creditor entities

6. Appendix A - Permitted Payments: Detailed list of payments that are permitted to subordinated creditors despite the subordination

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Real Estate

Infrastructure

Telecommunications

Retail

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Hospitality

Logistics

Automotive

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Compliance

Company Secretarial

Credit Control

Corporate Finance

Investment

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Finance Manager

Legal Counsel

General Counsel

Company Secretary

Financial Controller

Credit Manager

Risk Manager

Corporate Development Director

Restructuring Officer

Compliance Officer

Investment Manager

Industries







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