Subordinate Loan Agreement for the United States

Subordinate Loan Agreement Template for United States

A Subordinate Loan Agreement is a legally binding document used in the United States that establishes the terms and conditions of a loan that ranks below other (senior) debt obligations in priority of payment. The agreement details the subordination mechanics, repayment terms, events of default, and the relationship between senior and junior creditors. It includes specific provisions required under U.S. federal and state lending laws, including UCC requirements and applicable securities regulations.

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What is a Subordinate Loan Agreement?

The Subordinate Loan Agreement is essential in complex financing structures where multiple layers of debt exist. This document is commonly used when companies seek additional financing while maintaining existing senior debt relationships. The agreement must comply with U.S. federal and state lending regulations, including the Truth in Lending Act and state-specific usury laws. A Subordinate Loan Agreement typically includes detailed provisions on payment hierarchies, default scenarios, and intercreditor relationships, making it crucial for mezzanine financing, acquisition funding, and corporate restructuring situations.

What sections should be included in a Subordinate Loan Agreement?

1. Parties: Identifies the lender, borrower, and any guarantors

2. Background: Explains the context of the loan and its subordinate nature

3. Definitions: Defines key terms used throughout the agreement

4. Loan Amount and Terms: Specifies principal amount, interest rate, and repayment terms

5. Subordination Provisions: Details the subordination arrangement and ranking of creditors

6. Representations and Warranties: Statements of fact by borrower regarding their condition and ability to repay

7. Covenants: Ongoing obligations of the borrower during the loan term

8. Events of Default: Circumstances that constitute default and remedies available

9. Governing Law: Specifies applicable jurisdiction and dispute resolution

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

1. Security: Details of any collateral securing the loan - include when loan is secured by assets

2. Guarantees: Terms of any guarantees provided - include when third-party guarantees are involved

3. Interest Rate Adjustment: Mechanisms for adjusting interest rates - include for variable rate loans

4. Prepayment Provisions: Terms for early repayment - include if early repayment is allowed

What schedules should be included in a Subordinate Loan Agreement?

1. Payment Schedule: Detailed repayment timeline and amounts

2. Senior Debt Schedule: List of senior obligations and their terms

3. Security Details: Description of any collateral or security interests

4. Financial Covenants Schedule: Specific financial ratios and requirements

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

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

United States

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Industries

Truth in Lending Act (TILA): Federal law requiring lenders to provide standardized disclosures about credit and loan terms, protecting consumers from unfair lending practices

Equal Credit Opportunity Act (ECOA): Prohibits discrimination in lending based on race, color, religion, national origin, sex, marital status, age, or use of public assistance

Fair Credit Reporting Act (FCRA): Regulates the collection, dissemination, and use of consumer credit information in lending decisions

Dodd-Frank Act: Comprehensive financial reform legislation that includes provisions affecting lending practices and consumer protection in financial transactions

Uniform Commercial Code Article 9: Governs secured transactions and provides rules for the creation, perfection, and priority of security interests in personal property

Federal Reserve Regulations: Set of rules governing banking practices, including reserve requirements and lending limitations

Bank Secrecy Act: Requires financial institutions to assist government agencies in detecting and preventing money laundering in lending transactions

Securities Act of 1933: Regulates the offering and sale of securities, which may apply if the loan agreement could be characterized as a security

Securities Exchange Act of 1934: Governs secondary trading of securities and establishes regulatory requirements that may affect certain loan arrangements

Bankruptcy Code Section 510: Specifically addresses subordination in bankruptcy proceedings and establishes rules for enforcement of subordination agreements

State Usury Laws: State-specific regulations that set maximum interest rates and regulate other loan charges

Blue Sky Laws: State-specific securities regulations that may apply to certain loan arrangements characterized as securities

Consumer Protection Laws: State and federal laws designed to protect consumer borrowers from unfair lending practices and ensure adequate disclosures

Intercreditor Relationship Rules: Regulations governing the relationships between different classes of creditors, particularly relevant for subordinated debt

Lien Priority Rules: Legal framework determining the order of priority among different creditors' claims on the same collateral

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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