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Loan Subordination Agreement Template for South Africa

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Key Requirements PROMPT example:

Loan Subordination Agreement

"I need a Loan Subordination Agreement under South African law for a manufacturing company with multiple existing creditors, where three junior lenders will subordinate their combined claims of R50 million to a new senior facility of R200 million to be advanced in March 2025."

Document background
The Loan Subordination Agreement is a crucial document in South African corporate finance, used when a company has multiple creditors and needs to establish a clear hierarchy of debt repayment. This agreement becomes particularly important in scenarios involving corporate restructuring, refinancing, or when new debt is being introduced alongside existing obligations. The document, governed by South African law, details how different classes of debt rank in priority, especially in events of default or insolvency. It typically includes comprehensive provisions about payment restrictions, enforcement rights, and the specific obligations of each party. The agreement is essential for protecting senior creditors' interests while allowing companies to maintain multiple layers of debt financing. It must comply with South African corporate and insolvency laws, particularly regarding business rescue proceedings and creditor rights.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the borrower, senior creditor(s), and subordinated creditor(s)

2. Background: Sets out the context of the existing loans and the purpose of the subordination arrangement

3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinated Debt, Enforcement Action, and other relevant concepts

4. Subordination: Core section establishing the subordination principles and ranking of debts

5. Restrictions on Subordinated Creditor: Details prohibited actions and limitations on the subordinated creditor's rights

6. Turnover of Receipts: Procedures for handling any payments received in breach of the subordination arrangements

7. Enforcement Actions: Specifies when and how enforcement actions can be taken by different creditors

8. Representations and Warranties: Standard representations from all parties regarding their capacity and authority

9. Duration and Termination: Specifies when the subordination arrangements will end or can be terminated

10. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Security Arrangements: Required when the subordination agreement needs to address existing or future security interests

2. Intercreditor Provisions: Needed when there are multiple creditors requiring detailed arrangements between them

3. Payment Blockage: Optional mechanism to block payments to subordinated creditors upon specified trigger events

4. Business Rescue Provisions: Specific provisions dealing with rights during business rescue proceedings under the Companies Act

5. Assignment and Transfer: Detailed provisions for transferring rights under the agreement, if transfers are to be permitted

6. Accession Mechanics: Required when new parties may need to join the agreement in the future

7. Further Subordination: Provisions allowing for additional subordination arrangements in the future

Suggested Schedules

1. Details of Senior Debt: Schedule listing all senior debt facilities, amounts, and key terms

2. Details of Subordinated Debt: Schedule listing all subordinated debt facilities, amounts, and key terms

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

4. Payment Waterfall: Detailed hierarchy of payments showing order of priority

5. Notice Details: Contact information and notice requirements for all parties

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

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








































Clauses






























Relevant Industries

Banking and Financial Services

Real Estate and Property Development

Mining and Resources

Manufacturing and Industrial

Infrastructure and Construction

Retail and Commercial

Technology and Communications

Healthcare and Pharmaceuticals

Energy and Utilities

Private Equity and Investment

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Corporate Finance

Compliance

Company Secretariat

Debt Management

Corporate Banking

Risk Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Debt Finance Manager

Credit Risk Manager

Investment Manager

Restructuring Officer

Company Secretary

Financial Controller

Loan Officer

Corporate Banking Manager

Debt Restructuring Specialist

Business Rescue Practitioner

Industries







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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