Deed Of Subordination Template for Germany

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Key Requirements PROMPT example:

Deed Of Subordination

"I need a German law Deed of Subordination for a manufacturing company's refinancing where three existing junior creditors need to be subordinated to a new senior facility being provided by a consortium of banks, with completion targeted for March 2025."

Document background
The Deed of Subordination is essential in complex financing structures where multiple creditors have claims against the same debtor. Under German law, this document is particularly important due to specific requirements in the Insolvenzordnung regarding the treatment of subordinated claims in insolvency. The deed clearly establishes the ranking of different debts, restricts payments to junior creditors, and provides mechanisms for maintaining the agreed priority structure. It is commonly used in refinancing situations, corporate restructurings, or when new debt is being introduced alongside existing facilities. The document must comply with German formal requirements and typically includes detailed provisions on payment restrictions, turnover obligations, and enforcement limitations.
Suggested Sections

1. Parties: Identification of all relevant parties: Senior Creditor(s), Junior Creditor(s), and the Debtor Company

2. Background: Context of the existing debt arrangements and reason for subordination

3. Definitions: Definitions of key terms including Senior Debt, Junior Debt, Subordination Period, and Enforcement Action

4. Subordination: Core provisions establishing the subordination of the Junior Debt to the Senior Debt

5. Restrictions on Junior Debt: Limitations on payments, enforcement actions, and amendments relating to Junior Debt

6. Turnover of Receipts: Obligations to pay over any unauthorized payments received in respect of Junior Debt

7. Junior Creditor Undertakings: Specific undertakings by Junior Creditors regarding the subordinated debt

8. Enforcement: Rights and restrictions regarding enforcement of the subordinated debt

9. Duration: Period of effectiveness of the subordination arrangements

10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction provisions

Optional Sections

1. Security Provisions: Required when the subordination involves secured debt, addressing ranking of security interests

2. Insolvency Provisions: Detailed provisions for insolvency scenarios, particularly relevant for cross-border arrangements

3. Further Assurance: Additional provisions requiring parties to take further actions to perfect the subordination

4. Assignment and Transfer: Provisions governing the transfer of rights under the deed, particularly relevant for syndicated facilities

5. Amendments and Waivers: Specific provisions for modifying the deed, relevant for complex multi-party arrangements

6. Costs and Expenses: Allocation of costs related to the preparation and execution of the deed

Suggested Schedules

1. Schedule 1 - Details of Senior Debt: Comprehensive list and details of all Senior Debt covered by the subordination

2. Schedule 2 - Details of Junior Debt: Comprehensive list and details of all Junior Debt subject to subordination

3. Schedule 3 - Form of Accession Deed: Template for additional parties to accede to the subordination arrangements

4. Schedule 4 - Notice of Subordination: Form of notice to be given to relevant parties regarding the subordination

5. Appendix 1 - Execution Formalities: Specific requirements for execution under German law, including notarization requirements if applicable

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

Relevant legal definitions
Relevant Industries

Banking & Financial Services

Private Equity

Corporate Lending

Investment Banking

Real Estate Finance

Infrastructure & Project Finance

Manufacturing

Technology

Healthcare

Retail & Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Risk Management

Compliance

Credit

Debt Management

Corporate Governance

Investment

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Debt Finance Manager

Investment Director

Restructuring Officer

Credit Risk Manager

Transaction Manager

Senior Loan Officer

Compliance Officer

Industries
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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