The Subordinated Loan Agreement is a crucial financing document used when establishing debt that ranks behind senior obligations in a borrower's capital structure. This document is particularly relevant in the Danish market where it must comply with local legal requirements while often also considering EU regulations. It is commonly used for regulatory capital purposes in financial institutions, corporate financing structures, or as part of larger financing arrangements. The agreement details the subordination mechanics, payment restrictions, interest provisions, and events of default, all tailored to reflect the junior ranking of the debt. Key considerations include Danish financial regulations, particularly when the borrower is a regulated entity, and the interaction with existing senior debt arrangements. The document becomes especially important in scenarios involving capital restructuring, regulatory capital enhancement, or as part of acquisition financing structures.

1. Parties: Identification of the lender and borrower

2. Background: Context of the subordinated loan and its purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. The Loan: Principal amount, purpose, and drawdown mechanics

5. Subordination: Terms of subordination, ranking of the loan, and restrictions on payment

6. Interest: Interest rate, calculation methods, and payment dates

7. Repayment: Terms of repayment, including any restrictions due to subordination

8. Tax Gross-Up and Indemnities: Tax treatment and related indemnities

9. Representations and Warranties: Standard and specific representations by the borrower

10. Information Undertakings: Requirements for financial and other information provision

11. General Undertakings: Borrower's ongoing obligations and restrictions

12. Events of Default: Default triggers and consequences, modified to reflect subordinated nature

13. Changes to Parties: Transfer and assignment provisions

14. Notices: Communication requirements and methods

15. Calculations and Certificates: Basis for calculations and evidence of amounts due

16. Partial Invalidity: Severability provisions

17. Remedies and Waivers: Rights and waivers provisions

18. Amendments and Waivers: Processes for modifying the agreement

19. Governing Law: Danish law as governing law

20. Enforcement: Jurisdiction and enforcement provisions