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Intercompany Subordination Agreement
"I need an Intercompany Subordination Agreement for my Philippine manufacturing group with three operating subsidiaries, where the parent company loans need to be subordinated to our new external bank financing that's closing in March 2025."
1. Parties: Identifies all parties to the agreement, including the senior creditors, subordinated creditors, and the debtor company
2. Background: Explains the context of the agreement, existing debt arrangements, and the purpose of the subordination
3. Definitions: Defines key terms used throughout the agreement, including Senior Debt, Subordinated Debt, Enforcement Action, etc.
4. Subordination: Core section establishing the subordination of specified debt and payments to senior debt
5. Turnover of Proceeds: Provisions regarding the handling of any payments received in violation of the subordination
6. Restrictions on Subordinated Creditors: Limitations on actions subordinated creditors can take regarding their debt
7. Payment Conditions: Conditions under which payments on subordinated debt can be made
8. Representations and Warranties: Standard representations by all parties regarding their capacity and authority
9. Enforcement Rights: Rights of senior creditors to enforce the subordination provisions
10. Duration: Term of the subordination agreement and conditions for termination
11. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security Arrangements: Include when the subordination agreement needs to address existing or future security interests
2. Intercreditor Provisions: Required when there are multiple senior creditors who need to establish their relative rights
3. Additional Subordinated Creditor Accession: Include when new subordinated creditors may join the agreement in the future
4. Bankruptcy and Insolvency Provisions: Detailed provisions for insolvency scenarios, particularly relevant for high-risk debtors
5. Amendment Procedures: Detailed procedures for making changes to the agreement, necessary for complex multi-party arrangements
6. Payment Blockage Provisions: Specific mechanisms for blocking payments in certain circumstances, relevant for complex debt structures
1. Schedule of Existing Senior Debt: Details of all senior debt covered by the agreement, including amounts and key terms
2. Schedule of Subordinated Debt: Details of all subordinated debt covered by the agreement, including amounts and key terms
3. Form of Accession Deed: Standard form for new subordinated creditors to join the agreement
4. Notice Details: Contact information and notice requirements for all parties
5. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Payment Waterfall: Detailed breakdown of payment priorities and distribution mechanics
Authors
Affiliate
Business Day
Default
Discharge Date
Enforcement Action
Event of Default
Finance Documents
Financial Indebtedness
Group
Holding Company
Insolvency Event
Insolvency Proceedings
Intercompany Debt
Liabilities
Loan Document
Material Adverse Effect
Obligor
Payment
Payment Blockage Notice
Payment Blockage Period
Permitted Payment
Principal Companies
Prohibited Action
Receiver
Recovery
Refinancing
Related Party
Secured Parties
Security
Senior Creditors
Senior Debt
Senior Default
Senior Discharge Date
Senior Finance Documents
Standstill Period
Subordinated Creditors
Subordinated Debt
Subordinated Default
Subordinated Finance Documents
Subordination
Subsidiary
Tax
Transaction Security
Trust Property
Turnover Proceeds
Recitals
Definitions
Interpretation
Subordination
Ranking
Payment Restrictions
Turnover
Filing of Claims
Enforcement Rights
Payment Blockage
Representations and Warranties
Undertakings
Information Rights
Security
Power of Attorney
Duration
Amendments and Waivers
Assignment and Transfer
Accession
Notices
Costs and Expenses
Indemnities
Set-off
Severability
Counterparts
Governing Law
Dispute Resolution
Jurisdiction
Service of Process
Banking and Financial Services
Manufacturing
Real Estate and Construction
Retail and Consumer Goods
Energy and Utilities
Technology and Telecommunications
Healthcare and Pharmaceuticals
Mining and Natural Resources
Conglomerates
Infrastructure Development
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Corporate Secretariat
Credit Control
Investment Relations
Chief Financial Officer
Treasury Manager
Corporate Finance Director
Legal Counsel
Finance Manager
Corporate Secretary
Risk Manager
Compliance Officer
Financial Controller
Credit Manager
Restructuring Officer
Corporate Development Director
Investment Relations Manager
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