The Subordinate Loan Agreement is a crucial financing document used when establishing debt that ranks behind senior obligations in an Australian context. It is particularly relevant in situations where companies require additional financing but need to maintain existing senior debt arrangements. The document addresses key aspects such as payment hierarchies, enforcement rights, and standstill provisions, all within the framework of Australian law and regulatory requirements. It is commonly used in corporate restructuring, acquisition financing, and growth capital scenarios where layered capital structures are necessary. The agreement must comply with Australian corporations law, ASIC regulations, and banking sector requirements, while also considering the practical aspects of subordinated debt arrangements in the Australian market.
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1. Parties: Identifies all parties to the agreement including lender, borrower, and any security trustees
2. Background: Context of the subordinated loan arrangement, including existence of senior debt and purpose of the subordinated loan
3. Definitions and Interpretation: Defines key terms and sets out interpretation principles, including critical definitions of Senior Debt, Subordinated Debt, and Payment Terms
4. Loan and Purpose: Details of the loan amount, purpose, and drawdown conditions
5. Subordination: Core provisions establishing the subordinated nature of the loan and its ranking in relation to other debt
6. Interest: Interest calculation, payment provisions, and default interest terms
7. Repayment: Terms for repayment including scheduled repayments and early repayment provisions
8. Payments: Payment mechanics, timing, and currency provisions
9. Representations and Warranties: Standard and transaction-specific representations and warranties from the borrower
10. Undertakings: Positive and negative covenants of the borrower
11. Events of Default: Circumstances constituting default and consequences
12. Taxes and Expenses: Tax gross-up provisions and allocation of transaction expenses
13. Changes to Parties: Assignment and transfer provisions
14. Notices: Communication requirements and contact details
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and execution requirements
1. Security: Required if the subordinated loan is to be secured, detailing security arrangements and their subordination to senior security
2. Guarantee: Required if third-party guarantees are provided for the loan
3. Senior Creditor Rights: Detailed provisions regarding senior creditor's rights if there is a direct agreement with senior creditors
4. Conversion Rights: Required if the loan includes rights to convert to equity
5. Interest Capitalization: Specific provisions for capitalizing interest if payment is restricted by senior debt terms
6. Standstill Provisions: Detailed standstill arrangements if required by senior lenders
7. Restructuring Provisions: Required if specific debt restructuring scenarios are contemplated
8. Information Rights: Additional information and reporting requirements beyond standard undertakings
1. Loan Terms: Detailed commercial terms including amount, interest rate, and repayment schedule
2. Conditions Precedent: List of required documents and conditions for loan drawdown
3. Form of Drawdown Notice: Template for requesting loan disbursement
4. Repayment Schedule: Detailed amortization or repayment schedule if applicable
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Senior Debt Terms: Summary of relevant senior debt terms affecting the subordinated loan
7. Security Details: Details of any security arrangements if applicable
8. Permitted Payments: Schedule of payments permitted under senior debt arrangements
Relevant legal definitions
Acceleration Event
Affiliate
Agreement
Applicable Rate
Business Day
Change of Control
Compliance Certificate
Default
Default Interest Rate
Defaulting Party
Distribution
Drawdown Date
Drawdown Notice
Enforcement Action
Event of Default
Facility
Finance Documents
Financial Indebtedness
Financial Year
Group
Guarantee
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Loan
Material Adverse Effect
Maturity Date
Permitted Payments
Potential Event of Default
Prescribed Rate
Principal Amount
Qualifying Senior Debt
Receiver
Related Body Corporate
Relevant Jurisdiction
Repayment Date
Secured Money
Secured Property
Security
Security Interest
Senior Debt
Senior Debt Documents
Senior Lenders
Standstill Period
Subordinated Debt
Subordinated Lender
Subordination
Tax
Transaction Documents
Trust
Affiliate
Agreement
Applicable Rate
Business Day
Change of Control
Compliance Certificate
Default
Default Interest Rate
Defaulting Party
Distribution
Drawdown Date
Drawdown Notice
Enforcement Action
Event of Default
Facility
Finance Documents
Financial Indebtedness
Financial Year
Group
Guarantee
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Loan
Material Adverse Effect
Maturity Date
Permitted Payments
Potential Event of Default
Prescribed Rate
Principal Amount
Qualifying Senior Debt
Receiver
Related Body Corporate
Relevant Jurisdiction
Repayment Date
Secured Money
Secured Property
Security
Security Interest
Senior Debt
Senior Debt Documents
Senior Lenders
Standstill Period
Subordinated Debt
Subordinated Lender
Subordination
Tax
Transaction Documents
Trust
Clauses
Interpretation
Loan Facility
Purpose
Subordination
Ranking
Interest
Repayment
Payment Mechanics
Standstill
Security
Permitted Payments
Payment Restrictions
Representations and Warranties
Information Undertakings
General Undertakings
Financial Covenants
Events of Default
Acceleration
Enforcement
Changes to Parties
Assignment and Transfer
Set-off
Payment Currency
Tax Gross-up
Increased Costs
Costs and Expenses
Indemnities
Notices
Calculations
Amendments and Waivers
Severability
Counterparts
Governing Law
Jurisdiction
Service of Process
Loan Facility
Purpose
Subordination
Ranking
Interest
Repayment
Payment Mechanics
Standstill
Security
Permitted Payments
Payment Restrictions
Representations and Warranties
Information Undertakings
General Undertakings
Financial Covenants
Events of Default
Acceleration
Enforcement
Changes to Parties
Assignment and Transfer
Set-off
Payment Currency
Tax Gross-up
Increased Costs
Costs and Expenses
Indemnities
Notices
Calculations
Amendments and Waivers
Severability
Counterparts
Governing Law
Jurisdiction
Service of Process
Relevant Industries
Financial Services
Banking
Private Equity
Real Estate
Infrastructure
Mining
Manufacturing
Retail
Technology
Healthcare
Agriculture
Construction
Energy
Telecommunications
Relevant Teams
Legal
Finance
Treasury
Credit Risk
Corporate Banking
Restructuring
Company Secretariat
Investment
Risk Management
Compliance
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Finance Manager
Investment Manager
Credit Manager
Risk Manager
Debt Portfolio Manager
Corporate Banking Manager
Restructuring Manager
Investment Director
Company Secretary
Financial Controller
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