Subordination Letter Template for Ireland

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Key Requirements PROMPT example:

Subordination Letter

"I need a Subordination Letter for our mezzanine financing deal, where our €2M junior loan needs to be subordinated to a new senior facility of €10M from Bank of Ireland, with the subordination to take effect from March 1, 2025."

Document background
A Subordination Letter is commonly used in Irish corporate and financing transactions where multiple creditors are involved and a clear hierarchy of debt needs to be established. This document becomes particularly relevant in scenarios involving new financing arrangements, debt restructuring, or when additional debt is being introduced to an existing corporate structure. The letter typically sets out the details of both the senior and junior debt, the terms of subordination, and any permitted payments or exceptions. Under Irish law, such subordination arrangements are commonly used alongside facility agreements, intercreditor agreements, and security documents to create a comprehensive financing structure. The Subordination Letter needs to comply with Irish corporate and insolvency laws, particularly regarding the registration of charges and the treatment of subordinated debt in insolvency scenarios. It's a crucial document for establishing clear creditor priorities and maintaining certainty in complex financing arrangements.
Suggested Sections

1. Addressee Details: Full legal name and address of the senior creditor(s) to whom the letter is addressed

2. Reference Line: Clear reference to relevant facilities/debts and the debtor company

3. Introduction: Brief introduction identifying the writer (junior creditor) and the context of the subordination

4. Debt Identification: Clear identification of both the senior and junior debt obligations

5. Subordination Terms: Core subordination language and mechanics of the subordination arrangement

6. Undertakings: Specific promises by the junior creditor regarding the subordinated debt

7. Acknowledgment Request: Request for countersignature and acknowledgment of the subordination terms

8. Governing Law: Confirmation of Irish law as governing law

9. Signature Block: Execution section for all relevant parties

Optional Sections

1. Further Assurance: Optional clause committing parties to take any further actions necessary to give effect to the subordination - include when dealing with complex debt structures

2. Turnover Provisions: Optional section dealing with the mechanics of paying over any received funds - include when there's a risk of incorrect payments

3. Duration: Optional section specifying when the subordination ends - include when subordination is not intended to be permanent

4. Permitted Payments: Optional section outlining any allowed payments to junior creditor - include when certain payments are to be allowed

5. Assignment Provisions: Optional section regarding ability to transfer rights - include when transfer rights need to be addressed

Suggested Schedules

1. Schedule 1 - Debt Details: Detailed description of the senior and junior debt facilities, including dates, amounts, and facility references

2. Schedule 2 - Parties' Details: Full legal names, registration numbers, and addresses of all parties involved

3. Schedule 3 - Form of Acknowledgment: Standard form of acknowledgment to be signed by the debtor and/or other creditors

4. Appendix A - Existing Security: List of any existing security interests and their priorities (if relevant)

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 Industries

Banking & Finance

Private Equity

Real Estate

Infrastructure

Manufacturing

Technology

Healthcare

Retail

Construction

Energy

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Corporate Finance

Company Secretarial

Compliance

Banking

Investment

Commercial

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Financial Controller

Credit Manager

Risk Manager

Debt Finance Manager

Corporate Secretary

Investment Director

Restructuring Officer

Banking Relationship Manager

Finance Manager

Commercial Director

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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