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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."
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
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
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
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