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The Intercompany Subordination Agreement is a crucial document in corporate group structures where there are multiple layers of debt and internal lending arrangements. This agreement, governed by Irish law, is typically used when a corporate group has both external financing and intercompany loans, requiring clear establishment of payment priorities and creditor rights. It becomes particularly important in refinancing situations, corporate restructurings, or when new external debt is being introduced to the group. The document ensures that intra-group claims are properly subordinated to senior debt obligations, providing clarity and certainty for all stakeholders regarding their respective rights and obligations. The agreement includes specific provisions for payment restrictions, enforcement limitations, and turnover obligations, all structured to comply with Irish corporate law and financial regulations.

1. Parties: Identification of all parties to the agreement, including the senior creditor(s), subordinated creditor(s), and the debtor company

2. Background: Context of the agreement, including existing debt arrangements and the purpose of the subordination

3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, and interpretation clauses

4. Subordination: Core provisions establishing the subordination of specified debt, including payment restrictions and turnover provisions

5. Undertakings: Key promises by the parties, including restrictions on payment, enforcement, and amendment of subordinated debt terms

6. Permitted Payments: Circumstances under which payments on subordinated debt are allowed

7. Turnover of Receipts: Obligations to pay over any unauthorized payments received in respect of subordinated debt

8. Protection of Subordination: Provisions ensuring the subordination remains effective, including in insolvency

9. Power of Attorney: Appointment of senior creditor as attorney to enforce subordination provisions

10. Changes to the Parties: Provisions regarding transfer, assignment, and accession mechanics

11. Notices: Requirements for giving notice under the agreement

12. Miscellaneous: Standard boilerplate provisions including severability, remedies, and amendments

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and submission to Irish courts