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Intercompany Subordination Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Intercompany Subordination Agreement is essential in corporate group structures where there are multiple layers of internal financing and a need to establish clear priority rights between different group entities. This document type is particularly relevant in Hong Kong, where complex corporate group structures are common and require careful documentation of internal financial arrangements. The agreement typically arises in contexts such as group restructuring, refinancing, or establishing new internal funding arrangements. It ensures compliance with Hong Kong corporate law requirements and provides certainty regarding the ranking of various intercompany debts, particularly important in scenarios involving external financing or potential insolvency situations. The document includes detailed provisions on payment restrictions, turnover obligations, and enforcement limitations, tailored to meet Hong Kong legal requirements and market practice.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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



































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Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Real Estate

Technology

Telecommunications

Retail

Energy

Infrastructure

Healthcare

Professional Services

Transportation

Hospitality

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Compliance

Company Secretarial

Corporate Finance

Accounting

Tax

Relevant Roles

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

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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