Subordinated Loan Agreement for India

Subordinated Loan Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the terms and conditions of a subordinated loan facility. The agreement details the lending arrangement where the lender's claims are subordinate to senior debt obligations, structured in compliance with Indian banking regulations, companies law, and relevant RBI guidelines. It includes provisions for interest, repayment, events of default, and subordination mechanics, while addressing specific Indian legal requirements such as stamp duty and registration requirements. The document is particularly crucial for structured financing transactions and typically involves detailed intercreditor arrangements.

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What is a Subordinated Loan Agreement?

The Subordinated Loan Agreement is a specialized financing document used when a borrower requires additional funding while maintaining existing senior debt relationships. This agreement, governed by Indian law, establishes a debt obligation that ranks below senior debt in priority of payment and security. It is commonly used in corporate restructuring, project finance, and growth capital scenarios where traditional senior debt is already in place. The document must comply with Indian regulatory requirements, including RBI guidelines for priority of claims, Companies Act provisions for corporate borrowing, and FEMA regulations if foreign lenders are involved. The agreement includes detailed provisions on subordination mechanics, intercreditor relationships, and enforcement restrictions, making it essential for complex financing structures where multiple layers of debt exist.

What sections should be included in a Subordinated Loan Agreement?

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

2. Background: Context of the loan, relationship between parties, and purpose of the facility

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. The Facility: Loan amount, purpose, and conditions precedent to drawdown

5. Interest: Interest rate, calculation method, payment dates, and default interest

6. Repayment: Repayment schedule, prepayment provisions, and payment mechanics

7. Subordination: Terms of subordination, ranking of debt, and restrictions on senior debt

8. Representations and Warranties: Statements of fact and assurances from the borrower

9. Covenants: Positive and negative obligations of the borrower during the loan term

10. Events of Default: Circumstances constituting default and consequences

11. Taxes and Stamp Duty: Tax obligations and stamp duty requirements

12. Notices: Communication methods and contact details

13. Assignment and Transfer: Rights to transfer or assign the loan

14. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

What sections are optional to include in a Subordinated Loan Agreement?

1. Security: Details of any security or guarantees - include if the loan is secured

2. Intercreditor Provisions: Relationships between different classes of creditors - include if there are multiple lenders or existing creditors

3. Foreign Exchange Provisions: Currency conversion and FEMA compliance - include if there are foreign parties

4. Agent Provisions: Role and responsibilities of facility agent - include if there are multiple lenders

5. Information Covenants: Enhanced reporting requirements - include for regulated borrowers or larger facilities

6. Change of Control: Provisions dealing with ownership changes - include for corporate borrowers

7. Increased Costs and Market Disruption: Provisions for market changes - include for longer-term or larger facilities

8. Set-off Rights: Rights to set off debts against other accounts - include if parties have banking relationship

What schedules should be included in a Subordinated Loan Agreement?

1. Conditions Precedent: List of documents and conditions required before drawdown

2. Form of Drawdown Notice: Template for requesting loan disbursement

3. Repayment Schedule: Detailed amortization or repayment schedule

4. Form of Compliance Certificate: Template for periodic compliance reporting

5. Existing Senior Debt: Details of existing senior obligations and their terms

6. Security Details: Specific details of any security or collateral provided

7. Interest Calculation Examples: Examples showing interest calculation methodology

8. Form of Transfer Certificate: Template for transferring loan participation

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

Jurisdiction

India

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Infrastructure

Real Estate

Manufacturing

Technology

Healthcare

Renewable Energy

Private Equity

Construction

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Banking

Credit

Company Secretarial

Investment

Debt Capital Markets

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Compliance Officer

Risk Manager

Investment Manager

Credit Officer

Company Secretary

Relationship Manager

Debt Fund Manager

Restructuring Officer

Transaction Manager

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement in India. Essential for basic contractual provisions and ensuring the agreement meets legal requirements for a valid contract.
Companies Act, 2013: Regulates corporate borrowing powers, registration of charges, and requirements for companies entering into loan agreements. Particularly relevant for subordinated debt arrangements between companies.
Banking Regulation Act, 1949: If any party is a bank, this Act governs their lending activities and regulatory compliance requirements.
Registration Act, 1908: Determines whether the loan agreement needs to be registered with regulatory authorities.
Indian Stamp Act, 1899: Governs the stamp duty requirements for loan agreements, which vary by state and loan amount.
Foreign Exchange Management Act (FEMA), 1999: Relevant if the loan involves foreign lenders or cross-border transactions, governing external commercial borrowings and foreign exchange aspects.
Recovery of Debts Due to Banks and Financial Institutions Act, 1993: Provides the framework for debt recovery and enforcement mechanisms, particularly relevant for default scenarios.
Insolvency and Bankruptcy Code, 2016: Critical for subordination provisions, determining priority of claims in insolvency scenarios, and understanding creditor rights in default situations.
Reserve Bank of India Act, 1934: Contains provisions regarding interest rates, banking regulations, and general monetary policy that may affect loan terms.
Teams

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