Subordinated Loan Agreement Template for Ireland

This document is used when parties wish to establish a subordinated lending arrangement under Irish law, where the debt will rank junior to senior obligations in the borrower's capital structure. A Subordinated Loan Agreement is particularly relevant in complex financing structures, corporate reorganizations, or when raising additional tier 2 capital. The agreement must comply with Irish regulatory requirements, particularly those set out in the Companies Act 2014 and relevant financial services legislation. It typically includes detailed provisions on payment restrictions, subordination mechanics, and intercreditor relationships, and may need to align with Irish Central Bank requirements if used in a regulated context. The document is essential for establishing clear payment hierarchies and protecting both senior and subordinated creditors' rights under Irish law.

1. Parties: Identification of the lender, borrower, and any guarantors

2. Background: Context of the agreement and subordinated nature of the loan

3. Definitions and Interpretation: Defined terms, including specific Irish law definitions and subordination-related terms

4. The Facility: Amount, purpose, and nature of the subordinated loan

5. Subordination Terms: Core subordination provisions, ranking, and payment restrictions

6. Conditions Precedent: Documents and conditions required before drawdown

7. Drawdown: Process and requirements for utilizing the loan

8. Interest: Interest calculation, payment provisions, and default interest

9. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

10. Tax Gross Up and Indemnities: Tax provisions including Irish withholding tax requirements

11. Representations and Warranties: Standard and Irish law-specific representations

12. Information Covenants: Reporting and information requirements

13. General Covenants: Positive and negative undertakings

14. Events of Default: Default triggers and consequences

15. Changes to Parties: Transfer and assignment provisions

16. Payment Mechanics: Payment procedures and calculations

17. Notices: Communication requirements and methods

18. Calculations and Certificates: Basis for calculations and certifications

19. Governing Law and Enforcement: Irish law provisions and jurisdiction