The Subordination Deed of Trust is essential in complex financing arrangements where multiple layers of debt exist and need to be properly structured and managed. This document is commonly used in Hong Kong for project financings, corporate restructurings, and structured finance transactions where different classes of creditors need to establish clear priority rights. It creates a trust structure that holds and manages the subordination arrangements, ensuring that junior debt is properly subordinated to senior debt, with specific provisions for payment waterfalls, enforcement rights, and creditor priorities. The document must comply with Hong Kong trust law principles and financial regulations, while providing flexibility to accommodate various commercial arrangements and future changes in the creditor base. It's particularly crucial in scenarios involving multiple lenders, syndicated facilities, or mezzanine financing structures.
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1. Parties: Identifies all parties to the deed including the Senior Creditor(s), Subordinated Creditor(s), Debtor, and Trustee
2. Background: Sets out the context of the existing debts, the reason for subordination, and the purpose of the trust arrangement
3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles
4. Declaration of Trust: Establishes the trust arrangement and appointment of trustee
5. Subordination Provisions: Details the subordination mechanics, including ranking of debts and payment restrictions
6. Trustee Powers and Duties: Specifies the powers, authorities, and duties of the trustee
7. Payment Provisions: Sets out the waterfall of payments and conditions for distributions
8. Undertakings: Contains promises by the parties, particularly the Subordinated Creditor(s) and Debtor
9. Events of Default: Defines circumstances constituting default and consequences
10. Trust Assets: Describes the assets held on trust and their management
11. Duration and Termination: Specifies when the trust and subordination arrangements end
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Security Provisions: Include when the subordination arrangement is secured by specific assets
2. Intercreditor Provisions: Required when there are multiple creditors with different rankings
3. Currency Conversion: Include when debts are in different currencies
4. Tax Provisions: Include detailed tax clauses when cross-border elements exist
5. Assignment and Transfer: Include detailed provisions when debt trading is contemplated
6. Trustee Replacement: Include when specific trustee succession mechanisms are needed
7. Further Subordinated Debt: Include when future subordinated debt is contemplated
1. Schedule 1 - Details of Senior Debt: Lists all senior debt facilities, amounts, and key terms
2. Schedule 2 - Details of Subordinated Debt: Lists all subordinated debt facilities, amounts, and key terms
3. Schedule 3 - Form of Accession Deed: Template for new parties to accede to the deed
4. Schedule 4 - Payment Waterfall: Detailed payment priorities and calculations
5. Schedule 5 - Notice Details: Contact details for all parties
6. Schedule 6 - Trust Asset Register: Detailed list of assets held in trust
7. Appendix A - Forms of Notices: Standard form notices for various purposes under the deed
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