The Subordinate Loan Agreement is a specialized financing document used when a borrower requires additional funding that will be subordinated to existing or future senior debt obligations. This agreement is particularly relevant in New Zealand's financial market context, where companies often seek to diversify their funding sources while maintaining flexibility with senior lenders. It contains specific provisions required under New Zealand law, including compliance with the Financial Markets Conduct Act 2013 and Companies Act 1993. The document establishes the mechanism for subordination, defines payment conditions, and includes appropriate representations and warranties for New Zealand corporate entities. It's commonly used in corporate refinancing, growth capital scenarios, or as part of larger financing structures where senior lender protection is paramount.
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1. Parties: Identifies and defines the Lender, Borrower, and any other relevant parties to the agreement
2. Background: Sets out the context of the loan and its subordinated nature
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. The Loan: Details the loan amount, purpose, and drawdown conditions
5. Subordination: Establishes the subordinated nature of the loan and its ranking relative to senior debt
6. Interest: Specifies interest rate, calculation method, and payment terms
7. Repayment: Details repayment terms, including any restrictions due to subordination
8. Representations and Warranties: Standard representations and warranties from the Borrower
9. Undertakings: General and financial covenants of the Borrower
10. Events of Default: Defines circumstances constituting default, modified to reflect subordinated nature
11. Consequences of Default: Actions available to the Lender upon default, subject to subordination
12. Payments: Payment mechanics, timing, and currency
13. Assignment and Transfer: Rules regarding transfer of rights and obligations
14. Notices: Communication requirements and contact details
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security: Include if the subordinated loan is secured by any assets
2. Conditions Precedent: Include if there are specific conditions to be met before drawdown
3. Tax Gross-up and Indemnities: Include for cross-border loans or where tax implications are significant
4. Senior Creditor Rights: Include if specific rights of senior creditors need to be documented in detail
5. Conversion Rights: Include if the loan can be converted to equity
6. Intercreditor Provisions: Include if relationship with other creditors needs to be documented in detail
7. Financial Covenants: Include if specific financial metrics need to be maintained
8. Information Undertakings: Include if specific reporting requirements are needed
1. Form of Drawdown Notice: Template for requesting loan disbursement
2. Repayment Schedule: Detailed schedule of repayment dates and amounts
3. Form of Compliance Certificate: Template for periodic compliance reporting
4. Conditions Precedent Documents: List of required documents for loan effectiveness
5. Existing Senior Indebtedness: Details of senior debt to which this loan is subordinated
6. Security Details: Description of any security provided (if applicable)
7. Permitted Payments: Schedule of payments permitted under subordination arrangements
8. Form of Assignment Agreement: Template for transferring rights under the agreement
Relevant legal definitions
Acceleration Event
Additional Amounts
Affiliate
Applicable Law
Appointed Representative
Assignment
Authorisation
Available Facility
Borrower
Business Day
Commitment
Companies Act
Compliance Certificate
Confidential Information
Default
Default Interest
Default Interest Rate
Defaulting Party
Drawdown Date
Drawdown Notice
Effective Date
Enforcement Action
Event of Default
Existing Senior Debt
Facility
Financial Indebtedness
Financial Statements
Financial Year
GAAP
Group
Guarantor
Holding Company
Income Tax Act
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Legal Reservation
Lender
Loan
Material Adverse Effect
Maturity Date
New Senior Debt
New Zealand Dollars
Notice
Obligations
Party
Permitted Payment
Permitted Security
Potential Event of Default
Principal Amount
Process Agent
Qualifying Lender
Receiver
Related Company
Relevant Authority
Repayment Date
Representative
Security
Security Interest
Senior Creditor
Senior Debt
Senior Finance Documents
Senior Lender
Subordinated Debt
Subordination
Subsidiary
Tax
Tax Deduction
Transaction Documents
Transfer Certificate
Trust
Trustee
Unpaid Sum
Additional Amounts
Affiliate
Applicable Law
Appointed Representative
Assignment
Authorisation
Available Facility
Borrower
Business Day
Commitment
Companies Act
Compliance Certificate
Confidential Information
Default
Default Interest
Default Interest Rate
Defaulting Party
Drawdown Date
Drawdown Notice
Effective Date
Enforcement Action
Event of Default
Existing Senior Debt
Facility
Financial Indebtedness
Financial Statements
Financial Year
GAAP
Group
Guarantor
Holding Company
Income Tax Act
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Legal Reservation
Lender
Loan
Material Adverse Effect
Maturity Date
New Senior Debt
New Zealand Dollars
Notice
Obligations
Party
Permitted Payment
Permitted Security
Potential Event of Default
Principal Amount
Process Agent
Qualifying Lender
Receiver
Related Company
Relevant Authority
Repayment Date
Representative
Security
Security Interest
Senior Creditor
Senior Debt
Senior Finance Documents
Senior Lender
Subordinated Debt
Subordination
Subsidiary
Tax
Tax Deduction
Transaction Documents
Transfer Certificate
Trust
Trustee
Unpaid Sum
Clauses
Interpretation
Definitions
Loan Facility
Purpose
Drawdown
Interest
Repayment
Subordination
Ranking
Payment Restrictions
Permitted Payments
Senior Debt Protection
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Security
Assignment and Transfer
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Tax Gross-up
Tax Indemnity
Costs and Expenses
Indemnities
Currency
Entire Agreement
Further Assurance
Severability
Definitions
Loan Facility
Purpose
Drawdown
Interest
Repayment
Subordination
Ranking
Payment Restrictions
Permitted Payments
Senior Debt Protection
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Security
Assignment and Transfer
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Tax Gross-up
Tax Indemnity
Costs and Expenses
Indemnities
Currency
Entire Agreement
Further Assurance
Severability
Relevant Industries
Banking and Financial Services
Investment Management
Real Estate
Infrastructure
Manufacturing
Technology
Mining and Resources
Healthcare
Retail
Professional Services
Relevant Teams
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Credit
Investment
Corporate Banking
Strategy
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Investment Manager
Credit Risk Manager
Financial Controller
Debt Fund Manager
Corporate Banking Manager
Relationship Manager
Compliance Officer
Company Secretary
Senior Finance Manager
Investment Analyst
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