The Subordinate Loan Agreement is essential in structured finance and corporate borrowing scenarios where multiple layers of debt exist. This document is used when a lender agrees to provide financing on terms subordinated to senior debt obligations, typically in corporate restructuring, expansion projects, or additional working capital requirements. Under Malaysian law, the agreement must comply with local banking regulations, particularly Bank Negara Malaysia guidelines, and the Companies Act 2016. The document details subordination mechanics, payment restrictions, enforcement limitations, and includes specific provisions required by Malaysian law regarding security interests and corporate borrowing powers. It's commonly used in conjunction with senior facility agreements and may require regulatory approvals depending on the borrower's regulated status.
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1. Parties: Identifies all parties to the agreement including the borrower, subordinate lender, and any security trustee or agent
2. Background: Recitals explaining the context of the subordinated loan and its relationship to senior debt
3. Definitions and Interpretation: Defines key terms and interpretation rules, including specific Malaysian law concepts
4. The Subordinated Loan: Details of the loan amount, purpose, and drawdown conditions
5. Subordination Provisions: Core provisions establishing the subordination mechanics and ranking of the debt
6. Interest: Interest calculation, payment provisions, and default interest terms
7. Repayment and Prepayment: Terms for repayment, including any restricted payment conditions
8. Payments and Payment Mechanics: Payment procedures, timing, and currency provisions
9. Representations and Warranties: Standard and Malaysia-specific representations and warranties
10. Information Undertakings: Requirements for financial and other information provision
11. General Undertakings: Borrower's general obligations and restrictions
12. Events of Default: Default triggers and consequences
13. Changes to Parties: Transfer and assignment provisions
14. Administration: Administrative provisions including notices and calculations
15. Governing Law and Enforcement: Malaysian law as governing law and enforcement provisions
1. Security: Include if the subordinated loan is secured by any assets
2. Regulatory Compliance: Specific section for Bank Negara Malaysia compliance if the borrower is a regulated entity
3. Tax Gross-Up and Indemnities: Include if tax gross-up provisions are required
4. Costs and Expenses: Include if there are specific cost allocation requirements
5. Turnover Provisions: Include if specific provisions for turning over incorrect payments are required
6. Currency Conversion: Include if multiple currencies are involved
7. Set-off Rights: Include if set-off rights are to be specifically addressed
8. Subordination Trust: Include if a trust structure is used for the subordination arrangement
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Conditions Precedent: Detailed list of required documents and conditions
3. Form of Transfer Certificate: Standard form for transferring loan interests
4. Repayment Schedule: If there is a fixed repayment schedule
5. Senior Debt Details: Description of senior debt to which this loan is subordinated
6. Financial Covenants: Detailed financial covenants and calculations if applicable
7. Security Details: Details of any security provided (if applicable)
8. Compliance Requirements: Specific regulatory compliance requirements and forms
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Relevant Teams
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Risk Management
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