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Intercompany Subordination Agreement Template for England and Wales

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Key Requirements PROMPT example:

Intercompany Subordination Agreement

"Need an Intercompany Subordination Agreement for our UK manufacturing group with five subsidiaries, to be put in place before our new external financing arrangement starts on March 1, 2025, with specific provisions for working capital payments between subsidiaries."

Document background
Intercompany Subordination Agreements are essential tools in corporate group structures where multiple entities have financial obligations to each other and to external creditors. These agreements, governed by English and Welsh law, are particularly crucial when a group takes on external debt or undergoes restructuring. The Intercompany Subordination Agreement establishes a clear hierarchy of payments, prevents structural subordination issues, and provides certainty to external lenders about the treatment of intercompany claims. It typically contains detailed provisions about payment restrictions, turnover obligations, and limitations on enforcement actions.
Suggested Sections

1. Parties: Identification of all parties to the agreement including senior creditors, subordinated creditors, and debtors

2. Background: Context of the subordination arrangement, existing debts, and purpose of the agreement

3. Definitions: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, and Insolvency Event

4. Subordination Provisions: Core terms establishing the subordination hierarchy and ranking of debts

5. Payment Restrictions: Conditions and limitations on payments to subordinated creditors, including permitted payments

6. Turnover Provisions: Requirements for subordinated creditors to turn over any received payments in violation of the agreement

7. Enforcement Restrictions: Limitations on enforcement actions by subordinated creditors and standstill provisions

8. Representations and Warranties: Standard representations regarding authority, enforceability, and non-conflict

9. Duration and Release: Term of the agreement and conditions for release from subordination obligations

10. Governing Law and Jurisdiction: Specification of English law as governing law and submission to English courts

Optional Sections

1. Security Provisions: Include when the arrangement involves secured debt, covering ranking of security interests

2. Intercreditor Provisions: Detailed arrangements between different classes of creditors when multiple creditor classes exist

3. Cross-Border Provisions: Specific provisions for international arrangements when parties are in different jurisdictions

4. Further Assurance: Obligations to execute additional documents or take further steps to give effect to the agreement

5. Payment Blockage Provisions: Specific mechanisms for blocking payments to subordinated creditors upon trigger events

Suggested Schedules

1. Form of Accession Deed: Template document for new parties to accede to the agreement

2. List of Existing Indebtedness: Schedule detailing all current intercompany debt subject to subordination

3. Form of Subordination Notice: Standard form for notifying third parties of the subordination arrangement

4. Corporate Authorities: Evidence of corporate authority to enter into the agreement for each party

5. Notice Provisions: Contact details and notice requirements for all parties

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

Relevant legal definitions



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Core legislation governing company operations, including directors' duties, corporate authority requirements, and registration of charges where applicable

Insolvency Act 1986: Key legislation establishing creditor priority order, preferential debts treatment, anti-deprivation principles, and the pari passu principle in insolvency scenarios

Enterprise Act 2002: Legislation modifying the insolvency regime and impacting the enforcement of security interests

Law of Property Act 1925: Fundamental property law legislation relevant when the subordination agreement involves security interests in property

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing arrangements involving financial collateral in subordination agreements

Common Law Principles: Essential legal principles covering contract formation, consideration, privity of contract, and contractual interpretation

Contracts (Rights of Third Parties) Act 1999: Legislation governing third-party rights and enforcement in contractual arrangements

European Union Retained Law: Post-Brexit retained EU legislation and cross-border considerations relevant to subordination agreements

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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