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Subordinate Loan Agreement for Malta

Subordinate Loan Agreement Template for Malta

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Subordinate Loan Agreement

"I need a Subordinate Loan Agreement under Maltese law for a 鈧5 million facility between Tech Investments Ltd as lender and Malta Software Solutions plc as borrower, with the loan being subordinated to existing bank facilities and including quarterly interest payments."

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Subordinate Loan Agreement

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What is a Subordinate Loan Agreement?

The Subordinate Loan Agreement is a crucial financing document used when establishing debt that ranks below senior obligations in a company's capital structure. This agreement, governed by Maltese law, is particularly relevant for financial institutions, regulated entities, and corporate borrowers seeking to strengthen their capital base or obtain additional financing while maintaining existing senior debt relationships. The document addresses key aspects such as subordination mechanisms, regulatory compliance (particularly important in the Maltese financial services sector), interest calculations, repayment restrictions, and events of default. It requires careful consideration of both the Companies Act and Banking Act requirements, especially regarding corporate borrowing powers and regulatory capital treatment. The agreement is commonly used in corporate restructuring, expansion projects, or when companies need to demonstrate a clear hierarchy of debt obligations.

What sections should be included in a Subordinate Loan Agreement?

1. Parties: Identification of the Lender and Borrower, including registration details and addresses

2. Background: Context of the subordinated loan, including its purpose and relationship to other debt

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific subordinated debt terminology

4. The Facility: Details of the loan amount, purpose, and subordinated nature of the debt

5. Subordination Terms: Specific provisions regarding the ranking of the debt and subordination to senior creditors

6. Conditions Precedent: Prerequisites for drawdown, including regulatory approvals if required

7. Drawdown: Procedures and requirements for drawing down the loan

8. Interest: Interest rate, calculation methods, and payment terms

9. Repayment and Prepayment: Terms for repayment, including any restrictions on early repayment

10. Representations and Warranties: Standard and specific representations regarding the borrower's status and capacity

11. Covenants: Positive and negative obligations of the borrower

12. Events of Default: Circumstances constituting default, modified to reflect subordinated nature

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

14. Notices: Communication procedures between parties

15. Calculations and Certificates: Procedures for calculations and certifications

16. Governing Law and Jurisdiction: Maltese law as governing law and jurisdiction provisions

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

1. Security: Include if any security is being provided, though unusual for subordinated loans

2. Tax Gross-Up and Indemnities: Include if tax gross-up provisions are required

3. Increased Costs: Include if the lender requires protection against regulatory cost increases

4. Set-off: Include if set-off rights are to be addressed (often excluded in subordinated loans)

5. Regulatory Compliance: Include if either party is regulated or if regulatory approval is required

6. Currency Provisions: Include if loan is in non-Euro currency or multiple currencies are involved

7. Guarantees: Include if third-party guarantees are part of the structure

What schedules should be included in a Subordinate Loan Agreement?

1. Form of Drawdown Request: Standard form for requesting loan disbursement

2. Conditions Precedent Documents: List of required documents and conditions for initial drawdown

3. Repayment Schedule: If applicable, detailed schedule of repayment dates and amounts

4. Form of Compliance Certificate: Template for periodic compliance certification

5. Senior Creditors: List of senior creditors and their facilities if applicable

6. Subordination Terms: Detailed subordination mechanics and intercreditor principles

7. Form of Transfer Certificate: Template for transferring loan participation

8. Interest Calculation Examples: Examples of interest calculations under different scenarios

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

Relevant legal definitions













































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Relevant Industries

Banking and Financial Services

Investment Services

Real Estate and Construction

Manufacturing

Retail and Consumer

Technology and Software

Healthcare and Pharmaceuticals

Transportation and Logistics

Energy and Utilities

Professional Services

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Credit

Company Secretariat

Regulatory Affairs

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Compliance Officer

Risk Manager

Banking Relationship Manager

Investment Officer

Corporate Finance Manager

Financial Controller

Company Secretary

Credit Risk Officer

Debt Capital Markets Manager

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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