Postponement And Subordination Agreement Template for United States

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Key Requirements PROMPT example:

Postponement And Subordination Agreement

"Need a Postponement And Subordination Agreement for our Series B investment round, where three existing creditors will subordinate their claims to a new senior lender providing $10M in funding by March 2025."

Document background
The Postponement And Subordination Agreement is essential in complex financing arrangements where multiple creditors are involved. This document, commonly used in U.S. jurisdictions, establishes clear priorities between different classes of debt and can be crucial in scenarios such as refinancing, restructuring, or new investment rounds. It provides certainty to senior creditors by ensuring their priority status, while giving subordinated creditors a formal framework for their position in the payment hierarchy. The agreement is particularly important in protecting creditors' rights during financial distress or bankruptcy scenarios.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including creditors, debtors, and any guarantors

2. Background/Recitals: Explains the existing debt arrangements and reason for subordination

3. Definitions: Defines key terms including Senior Debt, Subordinated Debt, and Payment Terms

4. Subordination Terms: Core provisions detailing the subordination arrangement and payment priorities

5. Postponement Provisions: Specifies conditions and duration of payment postponement

6. Representations and Warranties: Statements of fact by parties regarding their authority and debt status

7. Governing Law: Specifies jurisdiction and applicable law

Optional Sections

1. Security Interests: Details any security arrangements - include when secured debt is involved

2. Bankruptcy Provisions: Specific arrangements in case of bankruptcy - include in higher-risk transactions

3. Inter-creditor Provisions: Arrangements between multiple creditors - include when multiple creditors are involved

Suggested Schedules

1. Schedule of Senior Debt: Details of all senior debt obligations

2. Schedule of Subordinated Debt: Details of all subordinated debt obligations

3. Security Documents: Copies of relevant security agreements if applicable

4. Payment Schedule: Timeline of permitted payments under subordination

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

Industries

Uniform Commercial Code (UCC): Federal legislation particularly Article 9 governing secured transactions, priority of interests, and perfection requirements

Federal Bankruptcy Code: Federal law governing creditor priorities, automatic stays, and treatment of subordinated debt in bankruptcy proceedings

Truth in Lending Act: Federal consumer protection law that must be considered if the subordinated debt involves consumer credit

Federal Reserve Regulations: Federal banking regulations governing lending practices and creditor relationships

State UCC Adaptations: State-specific modifications and implementations of the Uniform Commercial Code

State Creditor Rights Laws: State-specific laws governing creditor rights, priorities, and enforcement mechanisms

State Recording Requirements: State laws governing the recording and perfection of security interests and subordination agreements

State Contract Laws: State-specific contract formation and enforcement requirements

Common Law Contract Principles: Legal principles governing contract formation, consideration, and enforceability

Securities Regulations: SEC regulations that may apply if the subordinated interests involve securities

CFPB Regulations: Consumer Financial Protection Bureau regulations that may apply if consumer debt is 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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