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Sub Loan Agreement for the United Kingdom

Sub Loan Agreement Template for England and Wales

A Sub Loan Agreement under English and Welsh law is a legally binding document that establishes the terms and conditions of a subordinated loan facility. It defines the relationship between the primary loan and the subordinated loan, including repayment priorities, interest rates, and security arrangements. The agreement ensures compliance with UK financial regulations and provides clarity on the ranking of debt obligations while protecting the interests of all parties involved.

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Sub Loan Agreement

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What is a Sub Loan Agreement?

A Sub Loan Agreement is commonly used in complex financing structures where multiple layers of debt exist. Under English and Welsh law, this document establishes the terms of subordinated lending, defining how the secondary loan ranks in priority behind the primary loan. It's particularly relevant in project finance, corporate restructuring, and real estate development where tiered financing is required. The agreement includes crucial provisions on interest payments, repayment conditions, events of default, and the interaction with senior debt obligations. It must comply with UK financial regulations and typically includes specific provisions for protecting both lenders' and borrowers' interests.

What sections should be included in a Sub Loan Agreement?

1. Parties: Identification of lender, borrower, and any guarantors

2. Background: Context of the loan and relationship to primary loan agreement

3. Definitions: Key terms used throughout the agreement including references to primary loan agreement

4. Loan Amount and Purpose: Specification of loan amount, permitted use, and relationship to primary loan

5. Interest and Fees: Interest rate, calculation method, and applicable fees

6. Repayment Terms: Payment schedule, methods, and subordination mechanics

7. Subordination Provisions: Terms governing ranking of the loan and relationship with senior debt

8. Events of Default: Circumstances constituting default and consequences

9. Governing Law: Specification of applicable law (England and Wales) and jurisdiction

What sections are optional to include in a Sub Loan Agreement?

1. Security: Details of any collateral or security arrangements if the sub-loan is secured

2. Guarantees: Terms of any guarantees provided by third parties

3. Conditions Precedent: Prerequisites for loan drawdown including senior lender consents

4. Representations and Warranties: Statements of fact by borrower and compliance with senior loan terms

What schedules should be included in a Sub Loan Agreement?

1. Repayment Schedule: Detailed payment dates and amounts

2. Form of Drawdown Notice: Template for requesting loan disbursement

3. Security Documents: Details of any security arrangements and their relationship to senior security

4. Primary Loan Agreement Terms: Relevant excerpts from primary loan agreement affecting the sub-loan

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions








































Clauses






























Industries

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets in the UK, containing key provisions about regulated lending activities and financial services regulation

Consumer Credit Act 1974: Regulates consumer credit agreements and provides essential consumer protections in lending relationships. Applies when lending to individuals

Law of Property Act 1925: Fundamental property legislation relevant when loans are secured against real property. Governs creation and enforcement of security interests

Companies Act 2006: Key legislation for corporate borrowers, covering company powers, directors' duties, and corporate authority to enter into loan agreements

FCA Regulations and Handbook: Regulatory framework containing detailed rules for regulated lending activities, including Conduct of Business rules and consumer protection requirements

Consumer Rights Act 2015: Legislation governing unfair contract terms and providing consumer protections, crucial for ensuring loan agreement terms are fair and enforceable

Money Laundering Regulations 2017: Anti-money laundering legislation setting out KYC requirements and other provisions to prevent financial crime in lending arrangements

UK GDPR and Data Protection Act 2018: Data protection legislation governing how personal data must be handled in loan agreements and related documentation

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing financial collateral arrangements, relevant when loans are secured by financial collateral

Common Law Principles: Fundamental contract law principles and equitable doctrines that govern loan agreements, including principles of contract formation and interpretation

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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