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Loan Subordination Agreement Template for Singapore

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Key Requirements PROMPT example:

Loan Subordination Agreement

"Need a Loan Subordination Agreement for our Singapore subsidiary where three existing junior creditors will subordinate their loans (totaling SGD 2.5M) to a new senior facility of SGD 5M being provided by ABC Bank in March 2025."

Document background
A Loan Subordination Agreement is essential in complex financing structures where multiple lenders are involved with the same borrower. This document establishes a clear hierarchy of payment rights, with junior creditors agreeing to subordinate their claims to those of senior creditors. Under Singapore law, these agreements are particularly important in corporate restructuring, project finance, and leveraged finance transactions. The agreement typically includes detailed provisions on payment restrictions, turnover of proceeds, and enforcement rights, ensuring clarity in creditor rankings and helping prevent disputes in default scenarios.
Suggested Sections

1. Parties: Identification of Senior Creditor(s), Junior Creditor(s), and Borrower

2. Background: Context of existing debts and purpose of subordination

3. Definitions: Key terms including Senior Debt, Junior Debt, Subordination Period

4. Subordination Provisions: Core terms of debt subordination and payment restrictions

5. Turnover of Proceeds: Provisions for handling payments received in violation of subordination

6. Representations and Warranties: Standard confirmations from parties regarding authority and enforceability

7. Duration: Term of the subordination arrangement

Optional Sections

1. Security Provisions: Additional provisions when secured debt is involved, including ranking of security interests and enforcement rights

2. Intercreditor Provisions: Detailed arrangements between multiple creditors, including voting rights and enforcement procedures

3. Standstill Provisions: Restrictions on enforcement actions during specified periods, including conditions and duration of standstill

Suggested Schedules

1. Schedule of Existing Senior Debt: Details of all senior debt covered by the agreement including amounts, dates, and key terms

2. Schedule of Existing Junior Debt: Details of all junior debt covered by the agreement including amounts, dates, and key terms

3. Form of Accession Deed: Template for additional parties to join the agreement post-execution

4. Payment Waterfall: Detailed order of payment priorities in various scenarios including enforcement and insolvency

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 1967: Primary legislation governing corporate borrowing, security arrangements, priority of creditors, and requirements for corporate authority in Singapore

Banking Act 1970: Regulates lending practices and sets requirements for licensed banks and financial institutions in Singapore

Insolvency, Restructuring and Dissolution Act 2018: Governs priority of debts in insolvency, treatment of subordinated debts during liquidation, and impacts on creditors' rights

Singapore Contract Law: Common law principles governing contract formation, certainty of terms, and consideration requirements

Securities and Financial Laws: Regulations concerning listed companies, financial institutions, disclosure requirements, and regulatory approvals

ACRA Registration Requirements: Requirements for registration with Accounting and Corporate Regulatory Authority (ACRA) and filing requirements for charges

Stamp Duties Act: Legislation governing applicable stamp duties on loan documents and timing requirements for duty payments

Anti-Money Laundering Regulations: Regulations covering due diligence requirements and reporting obligations for financial transactions

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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