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Letter Of Subordination Of Debts Template for Singapore

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Key Requirements PROMPT example:

Letter Of Subordination Of Debts

"I need a Letter of Subordination of Debts for our Singapore manufacturing company where three existing shareholders who provided loans totaling SGD 2 million agree to subordinate their debt to a new bank facility of SGD 5 million that we're securing in March 2025."

Document background
The Letter of Subordination of Debts is commonly used in Singapore when companies have multiple creditors and need to establish clear payment priorities. This document is particularly relevant in financing arrangements where new debt is being introduced or existing debt relationships need restructuring. It sets out detailed terms of subordination, including payment restrictions, turnover provisions, and procedures during insolvency. Under Singapore law, such letters are crucial instruments in debt structuring and are often required by senior lenders as a condition of providing financing. The document typically includes specific references to Singapore legislation, particularly the Companies Act and the Insolvency, Restructuring and Dissolution Act 2018.
Suggested Sections

1. Initial Parties: Details of the senior creditor, subordinated creditor, and debtor including full legal names and registration details

2. Debt Description: Comprehensive details of both senior and subordinated debts, including amounts, dates, and terms

3. Subordination Terms: Clear statement of subordination, its extent, and the specific ranking of debts

4. Payment Restrictions: Detailed conditions under which subordinated debt payments are restricted or prohibited

5. Turnover Provisions: Requirements and procedures for turning over any prohibited payments received by subordinated creditors

Optional Sections

1. Further Assurance: Additional actions parties may need to take to give effect to the subordination

2. Credit Agreement Reference: Specific references to related credit agreements and facilities

3. Bankruptcy Provisions: Detailed provisions governing the parties' rights and obligations in insolvency scenarios

Suggested Schedules

1. Schedule of Existing Debts: Detailed list and description of all subordinated debts covered by the agreement

2. Form of Accession Deed: Template document for additional parties to join the subordination arrangement

3. Payment Terms Schedule: Detailed schedule of payment conditions, restrictions, and permitted payments

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters in Singapore, focusing on provisions related to company debts, creditors' rights, priority rankings, and requirements for valid subordination agreements

Insolvency, Restructuring and Dissolution Act 2018 (IRDA): Key legislation governing insolvency proceedings in Singapore, including priority of debts in insolvency, effect of subordination on insolvency proceedings, and treatment of subordinated debts in liquidation

Civil Law Act (Cap. 43): Fundamental legislation governing contract law principles in Singapore, including contract formation requirements and consideration principles applicable to subordination agreements

Banking Act (Cap. 19): Regulatory framework for financial institutions in Singapore, including specific requirements for debt subordination involving regulated entities

Securities and Futures Act (Cap. 289): Legislation governing securities and financial instruments, including disclosure requirements for debt subordination arrangements involving securities

Stamp Duties Act: Legislation governing stamp duty implications for debt subordination agreements in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore that may affect debt subordination arrangements involving regulated entities

Singapore Case Law: Relevant judicial precedents and decisions from Singapore courts regarding debt subordination agreements and their enforcement

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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