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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
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
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
Banking and Financial Services
Real Estate
Infrastructure
Manufacturing
Corporate Finance
Private Equity
Construction
Healthcare
Technology
Retail
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretarial
Credit
Investment
Debt Finance
Corporate Development
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
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