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Loan Subordination Agreement for India

Loan Subordination Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the relative priorities and rights between different classes of creditors in a lending arrangement. The document sets out the terms under which one or more creditors agree to subordinate their debt claims to those of senior creditors, including payment restrictions, enforcement limitations, and turnover obligations. It incorporates specific provisions compliant with Indian banking regulations, debt recovery laws, and the Insolvency and Bankruptcy Code, 2016, while establishing clear mechanisms for debt priority and payment structures.

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Loan Subordination Agreement

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What is a Loan Subordination Agreement?

The Loan Subordination Agreement is a crucial document in structured finance and corporate lending transactions in India, particularly where multiple lenders are involved at different levels of priority. This agreement becomes essential when a company has different types of debt from various lenders, and there's a need to establish a clear hierarchy of payment and security rights. It's commonly used in corporate restructurings, project finance, and acquisition financing where Indian companies seek funding from multiple sources. The agreement must comply with Indian banking regulations, the Companies Act, 2013, and other relevant financial laws. It typically includes detailed provisions on payment waterfalls, restrictions on subordinated debt payments, and enforcement mechanisms, all tailored to the Indian legal framework. The document is particularly important in the context of Indian insolvency proceedings, where it helps determine the order of priority among creditors.

What sections should be included in a Loan Subordination Agreement?

1. Parties: Identifies all parties to the agreement including Senior Creditor(s), Subordinated Creditor(s), and the Borrower

2. Background: Recitals explaining the existing loan arrangements and the purpose of subordination

3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinated Debt, Enforcement Action, and Payment Terms

4. Subordination: Core provisions establishing the subordination of junior debt to senior debt

5. Restrictions on Subordinated Debt: Limitations on payments, enforcement actions, and modifications of subordinated debt

6. Turnover of Receipts: Provisions requiring subordinated creditors to turn over any unauthorized payments to senior creditors

7. Subordinated Creditor Undertakings: Specific promises and restrictions on the subordinated creditor's actions

8. Senior Creditor Rights: Rights and powers of the senior creditor regarding enforcement and debt modification

9. Permitted Payments: Circumstances under which payments can be made on subordinated debt

10. Duration and Termination: Term of the subordination arrangement and conditions for termination

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

What sections are optional to include in a Loan Subordination Agreement?

1. Security Provisions: Required when the subordination arrangement involves secured debt, addressing priority of security interests

2. Intercreditor Provisions: Needed when there are multiple creditors at different levels requiring coordination

3. Bankruptcy and Insolvency: Detailed provisions for insolvency scenarios, particularly relevant for complex corporate arrangements

4. Payment Waterfall: Required for complex arrangements with multiple debt tiers and specific payment priorities

5. Additional Creditor Accession: Mechanism for additional creditors to join the subordination arrangement

6. Standstill Provisions: Optional provisions preventing enforcement actions during specified periods

7. Representations and Warranties: Additional confirmations required for complex arrangements or regulated entities

What schedules should be included in a Loan Subordination Agreement?

1. Schedule 1 - Existing Senior Debt: Details of all senior debt facilities including amounts, dates, and key terms

2. Schedule 2 - Existing Subordinated Debt: Details of all subordinated debt facilities including amounts, dates, and key terms

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

4. Schedule 4 - Payment Waterfall: Detailed hierarchy of payments and distribution of proceeds

5. Schedule 5 - Notice Details: Contact information and notice requirements for all parties

6. Appendix A - Definitions: Comprehensive list of defined terms if too extensive for main agreement

7. Appendix B - Security Documents: List and copies of relevant security documents if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions










































Clauses






























Relevant Industries

Banking and Financial Services

Real Estate

Infrastructure

Manufacturing

Corporate Finance

Private Equity

Construction

Healthcare

Technology

Retail

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretarial

Credit

Investment

Debt Finance

Corporate Development

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Banking Lawyer

Risk Manager

Treasury Manager

Credit Manager

Investment Officer

Debt Finance Manager

Compliance Officer

Corporate Secretary

Investment Banker

Restructuring Officer

Financial Controller

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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