Subordination Agreement Private Companies

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AGREEMENT

This Subordination Agreement (the "Agreement") is made and entered into this {{day}} day of {{month}}, {{year}}, by and between:

1. **{{Subordinating_Creditor_Company_Name}}**, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{Subordinating_Creditor_Address}} (the "Subordinating Creditor"); and

2. **{{Senior_Creditor_Company_Name}}**, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{Senior_Creditor_Address}} (the "Senior Creditor"); and

3. **{{Debtor_Company_Name}}**, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{Debtor_Address}} (the "Debtor").

The Subordinating Creditor, Senior Creditor, and Debtor are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SUBORDINATION

The Subordinating Creditor hereby unconditionally and irrevocably subordinates the Subordinated Debt and all rights, claims, and liens of the Subordinating Creditor against the Debtor to the Senior Debt and all rights, claims, and liens of the Senior Creditor against the Debtor, both as to payment and as to priority. This subordination applies to all present and future obligations of the Debtor to the Senior Creditor, howsoever arising.

AGREEMENT NOT TO SUE OR COLLECT

The Subordinating Creditor agrees that, until the Senior Debt has been indefeasibly paid in full, it shall not (i) demand, sue for, or collect any sum in respect of the Subordinated Debt, (ii) take any action to enforce any security interest or lien securing the Subordinated Debt, (iii) commence any insolvency proceedings against the Debtor, or (iv) receive any payment or distribution from the Debtor on account of the Subordinated Debt, except as expressly permitted by the Senior Creditor in writing.

STANDSTILL PERIOD

Notwithstanding anything to the contrary herein, the Subordinating Creditor agrees that it shall not enforce any of its rights or remedies against the Debtor or any collateral securing the Subordinated Debt for a period of {{standstill_period_months}} months from the date of this Agreement, or until the Senior Debt is paid in full, whichever occurs first.

REPRESENTATIONS AND WARRANTIES OF SUBORDINATING CREDITOR

The Subordinating Creditor represents and warrants to the Senior Creditor that: (i) it is the sole and beneficial owner of the Subordinated Debt, free and clear of any encumbrances; (ii) it has full power and authority to enter into and perform this Agreement; and (iii) this Agreement constitutes a legal, valid, and binding obligation of the Subordinating Creditor.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country}}. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{city}}, {{country}}.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by all Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Subordination Agreement as of the date first above written.

___________________________

{{Subordinating_Creditor_Company_Name}}

By: {{Subordinating_Creditor_Signatory_Name}}

Title: {{Subordinating_Creditor_Signatory_Title}}

___________________________

{{Senior_Creditor_Company_Name}}

By: {{Senior_Creditor_Signatory_Name}}

Title: {{Senior_Creditor_Signatory_Title}}

___________________________

{{Debtor_Company_Name}}

By: {{Debtor_Signatory_Name}}

Title: {{Debtor_Signatory_Title}}