Postponement And Subordination Agreement Template for England and Wales

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Key Requirements PROMPT example:

Postponement And Subordination Agreement

"I need a Postponement And Subordination Agreement to establish priority between our senior bank loan of £5 million and a new junior shareholder loan of £2 million, with the junior creditor being our majority shareholder who will advance funds in March 2025."

Document background
The Postponement And Subordination Agreement is a crucial document in structured finance and debt arrangements under English and Welsh law. It becomes necessary when multiple creditors are involved in financing a business or project, and there's a need to establish a clear hierarchy of payment rights. This agreement provides certainty to senior lenders by ensuring their priority status, while junior creditors accept a subordinated position. It typically includes detailed provisions about payment restrictions, enforcement rights, and turnover obligations. The document is particularly relevant in leveraged finance transactions, corporate restructurings, and project finance deals.
Suggested Sections

1. Parties: Identifies all parties to the agreement including Senior Creditor(s), Junior Creditor(s), and Debtor

2. Background: Sets out the context of existing debts and reason for subordination

3. Definitions: Defines key terms including Senior Debt, Junior Debt, and Enforcement Event

4. Subordination Provisions: Core terms establishing the subordination arrangement

5. Turnover Provisions: Requirements for junior creditors to turn over received payments

6. Restrictions on Junior Debt: Limitations on enforcement and payment of junior debt

7. Duration: Term of the subordination arrangement

8. Governing Law and Jurisdiction: Specifies applicable law and courts

Optional Sections

1. Security Provisions: Required when subordination involves secured debt - includes specific provisions for secured creditors and ranking of security interests

2. Intercreditor Provisions: Regulates relationship between multiple creditors - includes voting rights, enforcement decisions, and amendments

3. Assignment Provisions: Rules for transferring rights under the agreement - includes conditions and procedures for transfer of debt and rights

Suggested Schedules

1. Schedule 1 - Existing Senior Debt: Details of all senior debt covered by the agreement

2. Schedule 2 - Existing Junior Debt: Details of all junior debt covered by the agreement

3. Schedule 3 - Form of Accession Deed: Template for new parties to join the agreement

4. Schedule 4 - Security Documents: List of relevant security documents (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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Key legislation governing corporate matters including registration of charges, directors' duties, corporate authority, and company records and filing requirements.

Insolvency Act 1986: Crucial legislation covering priority of creditors in insolvency, rules regarding preferential creditors, provisions relating to voidable transactions, and the anti-deprivation principle.

Law of Property Act 1925: Legislation relevant when subordination involves security over real property and requirements for creating valid security interests.

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations applicable when financial collateral is involved in the subordination arrangement.

Enterprise Act 2002: Legislation affecting creditor priorities and impact on administration proceedings.

Common Law Principles: Foundational legal principles including contractual interpretation, principles of equity, and doctrine of consideration.

European Union Retained Law: Relevant retained EU regulations post-Brexit and cross-border enforcement considerations.

Consumer Credit Act 1974: Legislation applicable if any party is acting as a consumer, including regulatory requirements for consumer credit.

Financial Services and Markets Act 2000: Regulatory framework for financial institutions and compliance requirements when regulated entities are involved.

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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