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Deed Of Subordination
"I need a Deed of Subordination for my Irish tech company where a new senior lender (Bank of Ireland) is providing €5M financing, and we need to subordinate an existing €1M shareholder loan to this new bank debt."
1. Parties: Identifies all parties to the deed including Senior Creditor(s), Subordinated Creditor(s), and the Debtor
2. Background: Explains the context of existing debts, security arrangements, and reason for subordination
3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinated Debt, Enforcement Action, etc.
4. Subordination: Core section establishing the subordination of the junior debt to the senior debt
5. Undertakings by Subordinated Creditor: Restrictions on the subordinated creditor's actions regarding their debt
6. Payments and Treatment of Subordinated Debt: Rules regarding payments on subordinated debt and treatment of any received payments
7. Duration and Termination: Period of subordination and circumstances when the arrangement terminates
8. Further Assurance: Obligations to execute further documents or take additional steps if needed
9. Assignment and Transfer: Rules regarding transfer of rights under the deed or underlying debts
10. Notices: Communication requirements and contact details
11. Governing Law and Jurisdiction: Confirms Irish law governance and jurisdiction
1. Turnover of Proceeds: Required when there's a possibility of subordinated creditor receiving payments that should go to senior creditor
2. Security Provisions: Needed when the subordination involves secured debts
3. Representations and Warranties: Include when additional confirmations are needed from parties
4. Accession Provisions: Required for deals where additional creditors may join later
5. Amendments and Waivers: Include for complex deals where flexibility might be needed
6. Intercreditor Provisions: Needed when there are multiple creditors requiring detailed ranking arrangements
7. Filing and Registration: Include when registration with authorities is required
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 - Security Documents: Lists relevant security documents if secured debt is involved
5. Schedule 5 - Notice Requirements: Forms of notices required under the deed
6. Schedule 6 - Contact Details: Detailed contact information for all parties
Authors
Banking and Financial Services
Real Estate
Construction
Manufacturing
Technology
Healthcare
Infrastructure
Private Equity
Retail
Energy
Telecommunications
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Company Secretarial
Credit
Investment
Operations
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Finance Manager
Investment Director
Credit Risk Manager
Debt Fund Manager
Restructuring Officer
Company Secretary
Legal Counsel
Commercial Director
Banking Relationship Manager
Private Equity Manager
Risk Officer
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