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Intercreditor And Subordination Agreement Template for England and Wales

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Key Requirements PROMPT example:

Intercreditor And Subordination Agreement

"I need an Intercreditor and Subordination Agreement for a real estate development project with three tiers of debt (senior bank debt, mezzanine finance, and shareholder loans), where the total facility value is £50 million and completion is expected by March 2025."

Document background
The Intercreditor and Subordination Agreement is essential in complex financing arrangements where multiple creditors have claims against the same debtor. This document, governed by English and Welsh law, establishes a clear hierarchy of creditors' rights, regulates payment waterfalls, and coordinates enforcement actions. It's particularly crucial in leveraged finance, project finance, and restructuring scenarios where different types of debt (senior, mezzanine, shareholder loans) coexist. The agreement provides crucial clarity on creditors' rights during both normal operations and distressed situations.
Suggested Sections

1. Parties: Identification of all creditor parties and the debtor

2. Background: Context of the debt arrangements and purpose of agreement

3. Definitions: Key terms used throughout the agreement including defined terms for different creditor classes

4. Ranking and Subordination: Core provisions establishing creditor hierarchy and subordination arrangements

5. Payment Provisions: Rules governing payments between creditors, including payment waterfall

6. Turnover Provisions: Obligations to pay over received amounts contrary to agreed priority

7. Enforcement: Rights and restrictions on enforcement actions by different creditor classes

8. Security Provisions: Provisions regarding shared security and its administration

9. Representations and Warranties: Standard representations from each party regarding capacity and authority

10. Amendments and Waivers: Procedures for modifying the agreement and effects of waivers

11. Governing Law and Jurisdiction: Specification of English law as governing law and jurisdiction clauses

Optional Sections

1. Purchase Option: Provisions allowing junior creditors to purchase senior debt under specified circumstances

2. Cross-Border Provisions: Additional provisions for dealing with international creditors and jurisdictions

3. Standstill Provisions: Temporary suspension of enforcement rights during specified periods

4. ICA Agent Provisions: Provisions regarding the appointment and role of an intercreditor agent

5. Hedging Liabilities: Special provisions for ranking and treatment of hedging obligations

Suggested Schedules

1. Form of Accession Deed: Standard form for new parties to accede to the agreement

2. Creditor Details: Complete list of all creditors and their committed facilities

3. Security Documents: Schedule of all security documents covered by the agreement

4. Notice Provisions: Forms of notices and communications required under the agreement

5. Payment Waterfall: Detailed ordering of payments and distribution of proceeds

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations in the UK, particularly relevant for company charges, registration requirements, directors' duties and corporate authority in relation to intercreditor agreements

Insolvency Act 1986: Key legislation establishing rules regarding creditor priority, preferential debts, and set-off provisions in insolvency scenarios, crucial for subordination arrangements

Enterprise Act 2002: Legislation modifying the insolvency regime and affecting how security can be enforced in intercreditor arrangements

Law of Contract: Common law principles governing contractual interpretation, consideration requirements, and capacity to contract, fundamental to any intercreditor agreement

Equitable Principles: Legal principles governing subordination, equitable assignments, and trust arrangements in intercreditor relationships

Financial Services and Markets Act 2000: Regulatory framework applicable when any parties to the intercreditor agreement are regulated entities

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

Banking Act 2009: Legislation specifically relevant when banks are involved as creditors in the intercreditor arrangement

EU Retained Law: Post-Brexit retained EU legislation that may impact intercreditor agreements with cross-border elements

Cross-border Insolvency Regulations 2006: Regulations governing cross-border insolvency scenarios that may affect intercreditor arrangements with international elements

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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