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Intercompany Subordination Agreement
"I need an Intercompany Subordination Agreement for our Hong Kong-based technology group, where three subsidiary companies' debts need to be subordinated to our parent company's senior debt of HKD 50 million, with the agreement to be effective from March 1, 2025."
1. Parties: Identification of the senior creditor(s), subordinated creditor(s), and the debtor company
2. Background: Recitals explaining the existing debts and the purpose of the subordination arrangement
3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, and interpretation clauses
4. Subordination: Core provisions establishing the subordination of specified debts and ranking of payments
5. Undertakings by the Subordinated Creditors: Key promises by subordinated creditors regarding their debt, including restrictions on enforcement and receipt of payments
6. Turnover of Receipts: Provisions requiring subordinated creditors to turn over any received payments to senior creditors
7. Preservation of Subordinated Debt: Provisions ensuring the subordinated debt remains valid and enforceable
8. Power of Attorney: Appointment of senior creditor as attorney to enforce subordination provisions
9. Changes to the Parties: Provisions governing transfers and assignments of rights and obligations
10. Notices: Requirements for giving valid notices under the agreement
11. Miscellaneous: Standard boilerplate provisions including severability, amendments, and counterparts
12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Security: Required if any of the debts are secured, addressing ranking of security interests
2. Filing and Registration: Include if registration with authorities or filing requirements apply
3. Permitted Payments: Include to specify circumstances where payments to subordinated creditors are allowed
4. Subordinated Creditor Representations: Additional representations and warranties from subordinated creditors if required
5. Amendments to Subordinated Debt Documents: Include if restrictions on amendments to subordinated debt documents are needed
6. Cross-Border Provisions: Required if the group structure involves multiple jurisdictions
7. Debtor Company Covenants: Optional provisions restricting debtor company actions regarding subordinated debt
1. Schedule 1 - Form of Accession Deed: Standard form for additional parties to accede to the agreement
2. Schedule 2 - Details of Senior Debt: Specific details of all senior debt covered by the agreement
3. Schedule 3 - Details of Subordinated Debt: Specific details of all subordinated debt covered by the agreement
4. Schedule 4 - Notice Details: Contact details and notice requirements for all parties
5. Schedule 5 - Form of Subordinated Debt Notice: Standard form for notifying existence of new subordinated debt
6. Schedule 6 - Group Structure Chart: Diagram showing relationship between all relevant group companies
Authors
Financial Services
Banking
Insurance
Manufacturing
Real Estate
Technology
Telecommunications
Retail
Energy
Infrastructure
Healthcare
Professional Services
Transportation
Hospitality
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Company Secretarial
Corporate Finance
Accounting
Tax
Chief Financial Officer
Financial Controller
Treasury Manager
Legal Counsel
Corporate Finance Director
Group Financial Director
Company Secretary
Finance Manager
Corporate Treasurer
General Counsel
Senior Legal Manager
Risk Manager
Compliance Officer
Corporate Development Director
Group Accountant
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