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Letter Of Subordination Of Debts Template for England and Wales

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Key Requirements PROMPT example:

Letter Of Subordination Of Debts

"I need a Letter of Subordination of Debts to subordinate a £2M shareholder loan behind a new bank facility of £5M, with the arrangement to take effect from March 2025 and include provisions for permitted dividend payments."

Document background
A Letter of Subordination of Debts is commonly used in financing arrangements where multiple creditors exist and a clear hierarchy of debt repayment needs to be established. This document, governed by English and Welsh law, formally records the agreement of junior creditors to postpone their rights to repayment until senior debt is satisfied. It typically includes details of the relevant debts, payment restrictions, turnover provisions, and any security arrangements. The letter is particularly important in corporate restructuring, acquisition financing, and project finance transactions, providing certainty to senior lenders about their priority position.
Suggested Sections

1. Date and Parties: Identification of all parties involved, including senior and junior creditors

2. Debt Details: Specification of senior and subordinated debts, including amounts and terms

3. Subordination Terms: Clear statement of subordination arrangement and ranking of debts

4. Payment Restrictions: Conditions under which junior debt payments are restricted

5. Turnover Provisions: Requirements for turning over payments received in breach

Optional Sections

1. Security Arrangements: Details of any security arrangements, used when debts are secured

2. Cross-Border Provisions: Additional provisions for international parties

3. Restructuring Provisions: Used when restructuring is contemplated

Suggested Schedules

1. Schedule of Debts: Detailed list of all relevant debts and their terms

2. Form of Accession Deed: Template for additional parties to join the subordination arrangement

3. Security Documents: Copies or details of related security documents if applicable

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, and directors' duties and corporate authority in relation to subordination agreements.

Insolvency Act 1986: Key legislation governing priority of creditors in insolvency, rules regarding preferential debts, and provisions relating to corporate insolvency arrangements that affect debt subordination.

Law of Property Act 1925: Fundamental legislation concerning property law, particularly relevant for secured debts and charges over property in subordination agreements.

Enterprise Act 2002: Legislation that modified the insolvency regime and impacts creditors' rights, affecting how subordination arrangements function in practice.

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing financial collateral arrangements, relevant when financial collateral is involved in debt subordination.

Common Law Principles: Established legal principles covering contractual interpretation, subordination principles, and equitable principles that affect subordination agreements.

Companies (Registration of Charges) Regulations 2009: Specific regulations governing the registration requirements for certain types of security, relevant for subordinated debt arrangements that include security.

Financial Conduct Authority (FCA) Regulations: Regulatory framework that may apply when financial institutions are involved in subordination arrangements.

Competition Law: Legal framework ensuring subordination arrangements do not breach competition regulations or create unfair market advantages.

Cross-border Legislation: International laws and regulations that need to be considered when subordination arrangements involve parties from multiple jurisdictions.

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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