This subordination agreement long form template has 9 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our subordination agreement long form template:
SUBORDINATION AGREEMENT This Subordination Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Creditor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Debtor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the "Guarantor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH : WHEREAS the Bank and the Debtor have entered into an agreement dated [DATE] (as the same has been or may be amended from time to time, the "Loan Agreement"), pursuant to the terms of which the Bank has agreed to make advances to the Debtor including, without limitation, the creation of acceptances and the issue of letters of credit and letters of guarantee, from time to time; AND WHEREAS the obligations and liabilities of the Debtor under the Loan Agreement have been guaranteed by the Guarantor pursuant to its guarantee (the "Guarantee") in favor of the Bank dated [DATE]; AND WHEREAS as security for the payment of its present and future indebtedness and liabilities to the Bank under the Loan Agreement, the Debtor has created, and may in future create, security on its assets in favor or for the benefit of the Bank (all such security, present and future, and all documents evidencing the same from time to time being hereinafter collectively referred to as the "Bank Security") including, without limitation: the demand debenture (the "Debenture") of the Debtor in the principal amount of [COUNTRY] [AMOUNT] dated [DATE]; the debenture pledge agreement of the Debtor dated [DATE] relating to the Debenture; the security agreement made by the Debtor in favor of the Bank dated [DATE]; the share pledge agreement executed by the Debtor in favor of the Bank on [NUMBER] pursuant to which the Debtor has pledged and hypothecated to the Bank [NUMBER] shares in the capital of the Guarantor; the general assignment of book debts governed by the [YOUR COUNTRY LAW] of the Province of [NUMBER] made by the Debtor in favor of the Bank dated [DATE]; the trust deed executed by the Debtor and [SPECIFY] Trust Company in favor of the Bank dated [DATE]; the general assignment of debts governed by the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] made by the Debtor in favor of the Bank dated [DATE]; security granted by the Debtor to the Bank pursuant to Section [NUMBER] of the Bank [ACT/LAW/RULE] ([COUNTRY]) consisting of: the notice of intention to give security under section [NUMBER] of the Bank [ACT/LAW/RULE] ([COUNTRY]) made on [NUMBER] by the Debtor; the agreement for security under section [NUMBER] of the Bank [ACT/LAW/RULE] ([COUNTRY]) made by the Debtor on [NUMBER]; the agreement as to loans and advances made by the Debtor on [NUMBER]; the Charge/Mortgage of Land made by the Debtor in favor of the Bank dated [DATE] in the form prescribed by the Land Registration Reform Act, [YEAR] ([STATE/PROVINCE]); the trademark security agreement ([COUNTRY] Trademarks) made by the Debtor as of [NUMBER]; and the patent security agreement ([COUNTRY] patents) made by the Debtor as of [NUMBER]; AND WHEREAS as security for the payment and performance of its obligations and liabilities to the Bank under the Guarantee, the Guarantor has created and may in future create, security on its assets in favor or for the benefit of the Bank (all such security, present or future, and all documents evidencing the same from time to time being hereinafter referred to as the "Bank Security") including, without limitation: the demand debenture (the "Guarantor Debenture") of the Guarantor in the principal amount of [COUNTRY] [AMOUNT] dated [DATE]; the debenture pledge agreement of the Guarantor dated [DATE] relating to the Guarantor Debenture; the general assignment of book debts governed by the [YOUR COUNTRY LAW] of the Province of [NUMBER] made by the Guarantor in favor of the Bank dated [DATE]; and the patent security agreement ([COUNTRY] patents) made by the Guarantor as of [NUMBER]; AND WHEREAS the Creditor and the Debtor have entered into a buying agency agreement (the "Buying Agency Agreement") dated [DATE] pursuant to which [SPECIFY] (the "Parent") has appointed the Creditor as the Parent's exclusive buying agent in the countries identified on Exhibit [SPECIFY] to the Buying Agency Agreement; AND WHEREAS the Creditor has agreed to act as the buying agent of the Debtor and the Guarantor on the terms set out in the Buying Agency Agreement; AND WHEREAS, as security for payment or performance of their liabilities and obligations to the Creditor, whether under the Buying Agency Agreement or otherwise, the Debtor and the Guarantor have entered into the following security documents by which security has been granted by them to the Creditor (herein, as the same may be amended from time to time, collectively called the "Creditor Security Documents"); the debenture of the Guarantor in the principal amount of [COUNTRY] [AMOUNT] dated [DATE]; the debenture of the Debtor in the principal amount of [COUNTRY] [AMOUNT] dated [DATE]; the general assignment of accounts receivable of the Guarantor dated [DATE]; the general assignment of accounts receivable of the Debtor dated [DATE]; the general security agreement of the Debtor dated [DATE]; the trust deed of the Debtor and [NUMBER] Trust Company dated [DATE]; and the commercial pledge of the Debtor dated [DATE]. AND WHEREAS under the terms of the Loan Agreement, the Debtor and the Guarantor are prohibited from granting Security Interests (as hereinafter defined) to the Creditor on their undertaking, properties and assets; AND WHEREAS the Creditor, the Debtor and the Guarantor have requested that the Bank consent to the grant of the Security Interests; AND WHEREAS in order to induce the Bank to consent to the grant of the Security Interests, the Creditor is willing, upon the conditions hereunder set forth, to subordinate repayment to it of the Subordinated Debt (as hereinafter defined) to repayment in full of the Senior Debt (as hereinafter defined) and to subordinate the Security Interests to the Bank Security (as hereinafter defined); NOW THEREFORE, in consideration of the sum of [AMOUNT] in lawful money of [COUNTRY] and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows: DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: "Bank Security" means the Bank Security. "Borrowers" means the Debtor and the Guarantor. "Security Interests" means the Debtor Security Interests and the Guarantor Security Interests. "Senior Debt" means all obligations, liabilities and indebtedness of the Debtor and the Guarantor to the Bank arising in connection with the Loan Agreement, whether such obligations, liabilities or indebtedness are now existing or hereafter arising, secured or unsecured, absolute or contingent, and whether for principal, interest (including advances made and interest accruing after a bankruptcy petition is filed by or against the Debtor or the Guarantor, whether or not allowed), fees, costs, expenses, as collateral security or otherwise and including, without limitation, reimbursement obligations of the Debtor in respect of any bankers' acceptances, letters of credit and letters of guarantees issued under the Loan Agreement.
