Subordinated Loan Agreement Template for England and Wales

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Key Requirements PROMPT example:

Subordinated Loan Agreement Template

I need a Subordinated Loan Agreement Template for a £5 million loan to a real estate development company, where the loan will be subordinated to existing senior bank debt of £20 million, with completion targeted for March 2025.

Document background
The Subordinated Loan Agreement Template is designed for use in England and Wales when parties wish to document a loan that will be subordinated to other debt obligations. This type of agreement is commonly used in complex financing structures where multiple layers of debt exist, such as in acquisition financing, project finance, or corporate restructuring. The document addresses key aspects including the subordination mechanics, payment restrictions, turnover provisions, and the relationship between different classes of creditors. It is particularly relevant in the context of English law's well-established framework for creditor priorities and insolvency proceedings.
Suggested Sections

1. Parties: Identification of lender and borrower with full legal details

2. Background: Context of the loan and subordination arrangement

3. Definitions: Key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of loan amount and intended use

5. Subordination Provisions: Terms of subordination to senior debt

6. Interest: Interest rate, calculation method, and payment terms

7. Repayment Terms: Schedule and conditions for repayment

Optional Sections

1. Security: Details of any security provided, used when loan is secured

2. Guarantees: Terms of any guarantees, used when third-party guarantors involved

3. Conversion Rights: Terms for converting debt to equity, if applicable

4. Tax Provisions: Specific tax treatments, used when tax implications need addressing

Suggested Schedules

1. Repayment Schedule: Detailed payment dates and amounts

2. Form of Subordination Deed: Standard form for subordination arrangements

3. Existing Senior Debt: List of senior debt to which this loan is subordinated

4. Security Documents: Copies or forms of security documentation if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Industries

Companies Act 2006: Primary legislation governing company operations, including provisions for company borrowing, directors' duties and responsibilities, and registration requirements

Financial Services and Markets Act 2000 (FSMA): Key regulatory framework for financial services, establishing requirements for regulated activities and financial services operations

Consumer Credit Act 1974: Legislation protecting consumer borrowers, applicable if the borrower could be classified as a consumer

Insolvency Act 1986: Governs priority of creditors, subordination provisions, and insolvency proceedings in case of default or bankruptcy

FCA Rules: Financial Conduct Authority regulations applicable if either party is FCA regulated, including conduct of business requirements

PRA Requirements: Prudential Regulation Authority requirements covering capital adequacy and other prudential matters for regulated financial institutions

Law of Property Act 1925: Relevant when security is provided over real property as part of the loan agreement

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing arrangements involving financial collateral in lending transactions

EU Retained Law: Relevant EU legislation retained in UK law post-Brexit that affects financial services and lending

Common Law Principles: Established legal principles from case law covering contract law and equity principles regarding subordination

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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