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Subordinate Loan Agreement Template for Canada

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Key Requirements PROMPT example:

Subordinate Loan Agreement

"I need a Subordinate Loan Agreement for a CAD 5 million loan to a technology startup, where the loan will be subordinated to an existing senior facility of CAD 15 million from a Canadian bank, with the option to convert the subordinated debt to equity after January 2025."

Document background
The Subordinate Loan Agreement is essential in Canadian financing transactions where businesses seek additional funding while maintaining existing senior debt relationships. This document is particularly useful when companies need to raise capital without violating senior loan covenants or when implementing layered financing structures. The agreement carefully balances the interests of all parties by clearly defining the subordination terms, payment restrictions, and creditor rights within the Canadian legal framework. It includes crucial provisions regarding payment priorities, especially in insolvency scenarios, and ensures compliance with Canadian federal and provincial regulations. The document typically works in conjunction with senior loan documentation and may reference intercreditor arrangements. It's commonly used in corporate refinancing, expansion projects, or acquisition financing where multiple layers of debt are required.
Suggested Sections

1. Parties: Identification of the Lender, Borrower, and any existing Senior Lenders

2. Background: Context of the subordinated loan, including reference to any senior debt and the purpose of the subordination

3. Definitions: Key terms including 'Senior Debt', 'Subordinated Debt', 'Event of Default', 'Enforcement Action', etc.

4. The Loan: Principal amount, purpose, and drawdown conditions of the subordinated loan

5. Interest: Interest rate, calculation method, payment dates, and default interest provisions

6. Repayment: Terms of repayment, including any restrictions based on senior debt obligations

7. Subordination Provisions: Core provisions establishing the subordinated nature of the debt, including payment restrictions and turnover provisions

8. Prohibited Actions: Actions the subordinated lender cannot take without senior lender consent

9. Representations and Warranties: Standard and subordination-specific representations by the borrower

10. Covenants: Borrower's ongoing obligations and restrictions

11. Events of Default: Circumstances constituting default and associated rights

12. Assignments and Transfers: Rules for transferring the subordinated debt

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Applicable law and courts

Optional Sections

1. Security: Include if the subordinated loan is secured by any assets

2. Interest PIK Provisions: Include if interest can be paid in kind rather than cash

3. Conversion Rights: Include if the subordinated debt can be converted to equity

4. Senior Lender Rights: Include if senior lenders are direct parties to the agreement

5. Intercreditor Provisions: Include if multiple subordinated lenders exist

6. Tax Provisions: Include if specific tax treatments or gross-up provisions apply

7. Currency Provisions: Include if loan or payments involve multiple currencies

Suggested Schedules

1. Form of Drawdown Notice: Standard form for requesting loan disbursements

2. Repayment Schedule: Detailed schedule of repayment dates and amounts

3. Existing Senior Debt: Details of all senior debt to which this loan is subordinated

4. Security Documents: If applicable, details of any security granted

5. Conditions Precedent: List of conditions to be satisfied before drawdown

6. Form of Compliance Certificate: Template for periodic compliance certification

7. Permitted Payments: Detailed matrix of permitted payments under various scenarios

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Banking and Financial Services

Private Equity

Real Estate

Manufacturing

Technology

Infrastructure

Mining and Resources

Healthcare

Retail

Construction

Energy

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Banking

Investment Management

Portfolio Management

Loan Administration

Risk Management

Corporate Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Investment Manager

Credit Risk Manager

Loan Officer

Corporate Banking Manager

Debt Fund Manager

Financial Controller

Compliance Officer

Investment Analyst

Portfolio Manager

Restructuring Officer

Industries








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