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Intercreditor Deed Template — Senior + Junior Lender — Ireland
Funding an Irish company with both a Pillar bank facility and a shareholder, mezzanine or subordinated loan? Our free Intercreditor Deed template is the first self-serve Irish intercreditor document — drafted under the Companies Act 2014 (Part 10 examinership + section 621 liquidation priority) and LCLRA 2009 ss.62-65. The free version covers the ranking provisions, payment waterfall and baseline standstill. Expert unlocks the institutional protection package: blocking periods, turnover trust, permitted-payment carve-outs, insolvency voting subordination, junior security release and intercompany debt subordination. Replaces €5,000-€15,000 of lawyer drafting per side.
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INTERCREDITOR DEED
Senior + Junior Lender Subordination — Ireland
SENIOR LENDER
Bank of Ireland (Group) PLC
40 Mespil Road, Dublin 4, D04 C2N4
CRO 593672
CRO 593672
By: Sinéad Murphy, Senior Relationship Manager
JUNIOR LENDER
O'Brien Family Holdings Limited
14 Pembroke Road, Dublin 4, D04 V9C1
CRO 612345
CRO 612345
By: Patrick O'Brien, Director
COMMON BORROWER
Riverstone Marketing Limited
22 Earlsfort Terrace, Dublin 2, D02 R294
CRO 612999
CRO 612999
By: Aoife Doyle, Director
Senior: Revolving Credit Facility €1500000
Junior: Shareholder Loan €500000
This Intercreditor Deed (the "Deed") is made between the Senior Lender (the "Senior"), the Junior Lender (a Shareholder loan) (the "Junior") and the Common Borrower (the "Borrower") in respect of the ranking, payment priorities, enforcement and standstill arrangements between the Senior Debt and the Junior Debt.
This Deed is executed as a deed under section 43 of the Companies Act 2014 (or sections 64-65 of the Land and Conveyancing Law Reform Act 2009 for individual parties) and is intended to take effect from the date of execution. The parties acknowledge that the Borrower owes the Senior Debt and the Junior Debt, that both are in existence at the date of this Deed, and that the parties wish to regulate their respective rights and priorities by this Deed.
1.
DEFINITIONS AND INTERPRETATION
"Senior Debt" means all present and future obligations of the Borrower to the Senior Lender under Facility Letter dated 1 June 2026 / ref BOI-RIV-2026-0601 — Revolving Credit Facility dated 1 June 2026 (a Revolving Credit Facility in the principal amount of €1500000), together with all interest, fees, costs and indemnities thereunder. Senior Security: First-ranking Debenture (fixed + floating charge) over all assets of the Borrower dated 1 June 2026, with CRO Charge Code 20264567890..
"Junior Debt" means all present and future obligations of the Borrower to the Junior Lender under Shareholder Loan Agreement dated 1 June 2026 between the Borrower and O'Brien Family Holdings Limited — Subordinated loan at 6% PIK interest dated 1 June 2026 (a Shareholder Loan in the principal amount of €500000), together with all interest, fees, costs and indemnities thereunder. Junior Security: Second-ranking floating charge over the Borrower's undertaking and assets, subordinated and postponed to the Senior Lender's Debenture; CRO Charge Code 20264567891 (filed within 21 days of execution)..
"Event of Default" means any event of default as defined in the Senior Facility or the Junior Facility (as applicable). "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which the principal banks in Dublin are open for business.
"Junior Debt" means all present and future obligations of the Borrower to the Junior Lender under Shareholder Loan Agreement dated 1 June 2026 between the Borrower and O'Brien Family Holdings Limited — Subordinated loan at 6% PIK interest dated 1 June 2026 (a Shareholder Loan in the principal amount of €500000), together with all interest, fees, costs and indemnities thereunder. Junior Security: Second-ranking floating charge over the Borrower's undertaking and assets, subordinated and postponed to the Senior Lender's Debenture; CRO Charge Code 20264567891 (filed within 21 days of execution)..
"Event of Default" means any event of default as defined in the Senior Facility or the Junior Facility (as applicable). "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which the principal banks in Dublin are open for business.
2.
RANKING
The Senior Debt and any security therefor shall at all times rank in priority to the Junior Debt and any security therefor in respect of: (a) payment, including principal, interest, fees, breakage costs and enforcement expenses; (b) enforcement of security; (c) the distribution of any proceeds of any disposal, enforcement, examinership scheme, liquidation or winding-up of the Borrower. The Junior Lender acknowledges and agrees that the Junior Debt is fully subordinated to the Senior Debt and that no payment of any kind shall be received or retained by the Junior Lender in priority to or pari passu with the Senior Debt.
3.
PAYMENT WATERFALL
Any amounts recovered by either Lender (or by any receiver, examiner, liquidator or insolvency officeholder) in respect of the Borrower shall be applied in the following order of priority (the "Waterfall"):
(1) FIRST — in payment of all costs, charges, expenses, fees and remuneration of the Senior Lender and of any receiver, examiner, agent or trustee appointed at the request of the Senior Lender;
(2) SECOND — in payment of all preferential creditors under section 621 of the Companies Act 2014 (Revenue PAYE/PRSI/USC, employee unpaid wages and pension, etc.);
(3) THIRD — in payment of the Senior Debt in full (principal, accrued interest, fees, breakage costs);
(4) FOURTH — in payment of any default interest accrued on the Senior Debt;
(5) FIFTH — in payment of the Junior Debt;
(6) SIXTH — in payment of any other subordinated debt or intercompany debt;
(7) SEVENTH — any surplus to the Borrower.
The Junior Lender shall not receive any amount under steps (5) or (6) until the Senior Lender confirms in writing that all amounts in steps (1) to (4) are paid in full.
The Waterfall reflects the statutory order under section 621 of the Companies Act 2014 for preferential creditors in liquidation, subject to the contractual subordination of the Junior Debt to the Senior Debt.
(1) FIRST — in payment of all costs, charges, expenses, fees and remuneration of the Senior Lender and of any receiver, examiner, agent or trustee appointed at the request of the Senior Lender;
(2) SECOND — in payment of all preferential creditors under section 621 of the Companies Act 2014 (Revenue PAYE/PRSI/USC, employee unpaid wages and pension, etc.);
(3) THIRD — in payment of the Senior Debt in full (principal, accrued interest, fees, breakage costs);
(4) FOURTH — in payment of any default interest accrued on the Senior Debt;
(5) FIFTH — in payment of the Junior Debt;
(6) SIXTH — in payment of any other subordinated debt or intercompany debt;
(7) SEVENTH — any surplus to the Borrower.
The Junior Lender shall not receive any amount under steps (5) or (6) until the Senior Lender confirms in writing that all amounts in steps (1) to (4) are paid in full.
The Waterfall reflects the statutory order under section 621 of the Companies Act 2014 for preferential creditors in liquidation, subject to the contractual subordination of the Junior Debt to the Senior Debt.
4.
STANDSTILL
For so long as any Senior Debt remains outstanding, the Junior Lender shall NOT, without the prior written consent of the Senior Lender: (a) demand or accept any payment under the Junior Debt other than as expressly permitted by this Deed; (b) accelerate the Junior Debt or declare it due and payable; (c) commence or threaten any legal or arbitration proceedings against the Borrower; (d) petition for the examinership, liquidation, winding-up, receivership or administration of the Borrower; (e) enforce any security for the Junior Debt; (f) exercise any right of set-off, retention or counter-claim against the Borrower.
The standstill shall continue for so long as the Senior Debt is outstanding, save that the Junior Lender may take enforcement action after the expiry of the Standstill Period if the Senior Lender has not commenced enforcement.
Standstill Period: 180 days from the date of any default under the Junior Debt during which the Senior Lender has been notified in writing. After the Standstill Period, the Junior Lender may take enforcement action only to the extent permitted by this Deed.
The standstill shall continue for so long as the Senior Debt is outstanding, save that the Junior Lender may take enforcement action after the expiry of the Standstill Period if the Senior Lender has not commenced enforcement.
Standstill Period: 180 days from the date of any default under the Junior Debt during which the Senior Lender has been notified in writing. After the Standstill Period, the Junior Lender may take enforcement action only to the extent permitted by this Deed.
5.
BLOCKING PERIODS — DETAILED ENFORCEMENT STANDSTILL
During any Senior Enforcement Period (defined as a period commencing on the Senior Lender's service of an Enforcement Notice on the Borrower and ending on the earlier of (i) the Senior Lender's written confirmation that enforcement has concluded or (ii) the date all Senior Debt is repaid in full), the Junior Lender shall NOT: (a) demand or accept any payment under the Junior Debt; (b) take any step to enforce the Junior Debt or any security therefor; (c) initiate or participate in any examinership, liquidation, winding-up or scheme of arrangement other than as expressly directed by the Senior Lender; (d) appoint or seek appointment of any receiver, examiner or other insolvency officeholder; (e) sue, set off, counter-claim or exercise any retention right against the Borrower.
Enforcement carve-outs (Senior consent required): The Senior Lender may, in its sole discretion and by written notice, permit the Junior Lender to take any specific action otherwise blocked by this clause — typically (a) to preserve the Junior Lender's ranking against a third party intervening in the insolvency; (b) to participate as a non-controlling creditor in any examiner's scheme of arrangement; (c) to receive any specifically-permitted payment without breach of the standstill.
Enforcement carve-outs (Senior consent required): The Senior Lender may, in its sole discretion and by written notice, permit the Junior Lender to take any specific action otherwise blocked by this clause — typically (a) to preserve the Junior Lender's ranking against a third party intervening in the insolvency; (b) to participate as a non-controlling creditor in any examiner's scheme of arrangement; (c) to receive any specifically-permitted payment without breach of the standstill.
6.
TURNOVER TRUST
If, in breach of this Deed, the Junior Lender receives or recovers any payment from the Borrower or any other person on account of the Junior Debt (a "Recovered Sum"), the Junior Lender shall: (a) hold that Recovered Sum on trust for the Senior Lender as bare trustee until paid over; (b) immediately notify the Senior Lender of the receipt; (c) pay over the Recovered Sum (or the value thereof if not cash) to the Senior Lender for application in accordance with the Waterfall, free of any deduction or set-off. The trust shall arise automatically and shall extend to all proceeds, substitutes and traceable derivatives of the Recovered Sum.
Remittance period: 5 Working Days from the date of receipt (or, if shorter, the date the Junior Lender becomes aware that the Senior Debt is not fully repaid).
Remittance period: 5 Working Days from the date of receipt (or, if shorter, the date the Junior Lender becomes aware that the Senior Debt is not fully repaid).
7.
PERMITTED PAYMENTS TO JUNIOR
Provided that no Default or potential Default has occurred and is continuing under the Senior Facility, the Junior Lender may receive (and the Borrower may pay): (a) scheduled interest payments at the contractual rate under the Junior Debt; (b) scheduled principal repayments under any agreed amortisation schedule; (c) reasonable arrangement fees, agency fees and reimbursement of out-of-pocket expenses agreed at the time of the Junior Debt advance; (d) statutory withholdings remitted to Revenue. PIK interest (accrued and capitalised rather than paid in cash) is permitted to accrue at all times but shall be subordinated.
Payment block triggers: A payment block shall be triggered, and all permitted payments suspended, upon the earliest of: (a) the occurrence of a Default or potential Default under the Senior Facility; (b) the Senior Lender's service of a Payment Block Notice on the Borrower; (c) the Borrower's entry into examinership, liquidation, receivership or scheme of arrangement; (d) any Material Adverse Change in the Borrower's financial position. The payment block lasts until the Senior Lender confirms in writing that the trigger has been resolved.
Payment block triggers: A payment block shall be triggered, and all permitted payments suspended, upon the earliest of: (a) the occurrence of a Default or potential Default under the Senior Facility; (b) the Senior Lender's service of a Payment Block Notice on the Borrower; (c) the Borrower's entry into examinership, liquidation, receivership or scheme of arrangement; (d) any Material Adverse Change in the Borrower's financial position. The payment block lasts until the Senior Lender confirms in writing that the trigger has been resolved.
8.
INSOLVENCY VOTING SUBORDINATION (COMPANIES ACT PART 10)
In any examinership, scheme of arrangement, liquidation, winding-up or court-approved restructuring of the Borrower under Part 10 of the Companies Act 2014 (or otherwise), the Junior Lender shall: (a) on the Senior Lender's written request, vote in the manner directed by the Senior Lender or abstain from voting; (b) not propose, second or support any alternative scheme not approved in writing by the Senior Lender; (c) not appoint or oppose the appointment of any examiner, liquidator or other insolvency officeholder without the Senior Lender's consent; (d) execute and deliver such proxy forms, ballot papers and other documents as the Senior Lender may reasonably require to give effect to this clause.
Statutory examinership carve-out: The parties acknowledge that an examiner appointed under Part 10 of the Companies Act 2014 has statutory powers — including the power to compromise creditor claims and to formulate a scheme of arrangement — that cannot be defeated by contractual intercreditor arrangements. Nothing in this clause shall be construed to affect any statutory right of the examiner or the court; this clause binds only the commercial conduct of the Junior Lender in any proceeding.
Statutory examinership carve-out: The parties acknowledge that an examiner appointed under Part 10 of the Companies Act 2014 has statutory powers — including the power to compromise creditor claims and to formulate a scheme of arrangement — that cannot be defeated by contractual intercreditor arrangements. Nothing in this clause shall be construed to affect any statutory right of the examiner or the court; this clause binds only the commercial conduct of the Junior Lender in any proceeding.
9.
RELEASE OF JUNIOR SECURITY ON SENIOR ENFORCEMENT
On the Senior Lender's written request following the occurrence of a Senior Event of Default and any related enforcement, the Junior Lender shall execute (and shall procure any agent or trustee acting for the Junior to execute) such releases, deeds of release, discharge forms, Tailte Éireann Form 57 applications, CRO Form C6 filings and any other documents as are required to release all security held by or for the Junior Lender over the assets being sold by or under the direction of the Senior Lender. The Junior Lender shall not be entitled to any consideration for such releases other than its entitlement under the Waterfall to the proceeds of the Senior's enforcement.
Release consideration: The Junior Lender shall execute the releases promptly and free of any condition other than: (a) the Senior Lender's confirmation that the sale is being conducted in accordance with the Senior Debenture and applicable Irish law; (b) the Junior Lender's right to receive any proceeds of sale to which it is entitled under the Waterfall; (c) the Senior Lender's indemnity to the Junior Lender for any reasonable costs of release; (d) the Senior Lender's undertaking to apply the proceeds of sale in accordance with the Waterfall.
Release consideration: The Junior Lender shall execute the releases promptly and free of any condition other than: (a) the Senior Lender's confirmation that the sale is being conducted in accordance with the Senior Debenture and applicable Irish law; (b) the Junior Lender's right to receive any proceeds of sale to which it is entitled under the Waterfall; (c) the Senior Lender's indemnity to the Junior Lender for any reasonable costs of release; (d) the Senior Lender's undertaking to apply the proceeds of sale in accordance with the Waterfall.
10.
INTERCOMPANY DEBT SUBORDINATION
For the purposes of this clause, "Intercompany Debt" means any debt or quasi-debt obligation of the Borrower to (a) the Junior Lender or any affiliate of the Junior Lender; (b) any direct or indirect parent, subsidiary or sister company of the Borrower; (c) any director, shareholder or beneficial owner of the Borrower or of any group company; (d) any other person who, in the Senior Lender's reasonable opinion, has provided value to the Borrower other than at arm's length.
Intercompany payment block: For so long as any Senior Debt remains outstanding, the Borrower shall not (and the Junior Lender shall procure that no group company shall): (a) accept or make any repayment of principal under any Intercompany Debt; (b) pay or accept any interest under any Intercompany Debt at a rate higher than the lower of (i) the rate originally agreed at the time of the loan and (ii) the rate then payable under the Senior Debt; (c) provide or accept any guarantee, indemnity or security for any Intercompany Debt. Any breach payment shall be held on trust for the Senior Lender on the same basis as the Turnover Trust above.
Intercompany payment block: For so long as any Senior Debt remains outstanding, the Borrower shall not (and the Junior Lender shall procure that no group company shall): (a) accept or make any repayment of principal under any Intercompany Debt; (b) pay or accept any interest under any Intercompany Debt at a rate higher than the lower of (i) the rate originally agreed at the time of the loan and (ii) the rate then payable under the Senior Debt; (c) provide or accept any guarantee, indemnity or security for any Intercompany Debt. Any breach payment shall be held on trust for the Senior Lender on the same basis as the Turnover Trust above.
11.
STATUTORY ACKNOWLEDGEMENTS
Examinership (Companies Act 2014 Part 10): the parties acknowledge that the examiner's statutory powers (including the power to compromise creditor claims and to formulate a scheme of arrangement) cannot be defeated by contractual intercreditor arrangements; this Deed binds only the commercial conduct of the parties.
Liquidation Priority (Companies Act 2014 s.621): the parties acknowledge that the statutory order for preferential creditors (Revenue PAYE/PRSI/USC, employee unpaid wages and pension contributions, etc.) in liquidation cannot be subordinated by contractual arrangement; the Waterfall reflects this statutory order.
Re Spectrum Plus characterisation: the parties acknowledge that the fixed vs floating characterisation of charged assets is a matter of law determined by control, not labels (Re Spectrum Plus [2005] UKHL 41).
Liquidation Priority (Companies Act 2014 s.621): the parties acknowledge that the statutory order for preferential creditors (Revenue PAYE/PRSI/USC, employee unpaid wages and pension contributions, etc.) in liquidation cannot be subordinated by contractual arrangement; the Waterfall reflects this statutory order.
Re Spectrum Plus characterisation: the parties acknowledge that the fixed vs floating characterisation of charged assets is a matter of law determined by control, not labels (Re Spectrum Plus [2005] UKHL 41).
12.
BORROWER'S ACKNOWLEDGEMENT AND CONSENT
The Borrower acknowledges the contents of this Deed and agrees to be bound by the Waterfall, the standstill, the permitted-payments regime and any other obligation imposed on the Borrower under this Deed. The Borrower shall not pay or transfer any amount to the Junior Lender in breach of this Deed and shall procure that no group company makes any such payment. Any breach payment may be recovered by the Senior Lender from the Borrower as a debt.
13.
GENERAL PROVISIONS
Assignment: the Senior Lender may assign or transfer the benefit of this Deed (including by way of sub-participation, syndication or securitisation) without consent. The Junior Lender may assign the benefit of this Deed only with the Senior Lender's prior written consent.
Notices: any notice shall be in writing, served by hand, registered post or email with read receipt to the addresses given above.
Counterparts: this Deed may be executed in counterparts, each of which when delivered is an original and all together constitute one Deed.
Severability: the invalidity of any provision does not affect the remaining provisions.
Variation: any variation of this Deed shall be in writing and signed by all parties as a deed.
Continuing security: this Deed shall remain in full force and effect until the Senior Lender confirms in writing that the Senior Debt has been finally and irrevocably discharged.
Notices: any notice shall be in writing, served by hand, registered post or email with read receipt to the addresses given above.
Counterparts: this Deed may be executed in counterparts, each of which when delivered is an original and all together constitute one Deed.
Severability: the invalidity of any provision does not affect the remaining provisions.
Variation: any variation of this Deed shall be in writing and signed by all parties as a deed.
Continuing security: this Deed shall remain in full force and effect until the Senior Lender confirms in writing that the Senior Debt has been finally and irrevocably discharged.
14.
GOVERNING LAW AND JURISDICTION
This Deed is governed by the laws of Ireland and is executed as a deed under section 43 of the Companies Act 2014 (where any party is a body corporate) or sections 64-65 of the Land and Conveyancing Law Reform Act 2009 (where any party is an individual). The courts of Ireland have exclusive jurisdiction over any dispute, save that the Senior Lender may bring proceedings in any court of competent jurisdiction to enforce or preserve its priority.
EXECUTED AS A DEED at Dublin on 10 June 2026.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SENIOR LENDER
Sinéad Murphy
Senior Relationship Manager
Bank of Ireland (Group) PLC
Date: ____________________
JUNIOR LENDER
Patrick O'Brien
Director
O'Brien Family Holdings Limited
Date: ____________________
BORROWER
Aoife Doyle
Director
Riverstone Marketing Limited
Date: ____________________
WITNESS
Eoin Gallagher BL
22 Earlsfort Terrace, Dublin 2, D02 R294
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is an Intercreditor Deed?
An Intercreditor Deed (also called a Deed of Priority or Subordination Deed) is the contract between two or more lenders to the same borrower that regulates the priority of their respective debts and security. It is essential whenever a single borrower has multiple lenders ranked at different levels — typically a senior bank facility plus a junior shareholder loan, mezzanine loan, asset-based loan, or second-bank facility.
Without an intercreditor deed, the lenders' relative ranking would depend on (a) when each charge was registered at the CRO, (b) the wording of each individual security document, and (c) common-law principles like Re Spectrum Plus fixed/floating characterisation. This creates significant uncertainty for the senior lender about whether it will be paid first in a default scenario. The intercreditor deed eliminates that uncertainty by contractually subordinating the junior debt to the senior debt in all enforcement and distribution scenarios.
In Ireland, intercreditor arrangements are dominated by Pillar bank lending: where Bank of Ireland or AIB is providing a primary facility and the founders, family or institutional investors are providing a subordinated loan to top up the capital structure. Lawyer-drafted intercreditor deeds typically cost <strong>€5,000-€15,000 per side</strong>. Practical Law's UK subscription (~€1,200/yr) was historically the only off-the-shelf option. This template is the first self-serve Irish intercreditor product.
What's Covered in This Template
The Intercreditor Deed template covers the core subordination architecture, with the Expert tier unlocking the full institutional protection package required by senior banks and used in mid-market Irish corporate financings.
Senior Lender
Identification with CRO and signatory (typically Pillar bank).
Junior Lender
Shareholder loan, mezzanine, asset-based, friends & family, or second-bank.
Common Borrower
The company receiving both facilities.
Senior Debt Definition
Facility type, amount, date, reference, security.
Junior Debt Definition
Facility type, amount, date, reference, security.
Ranking Provisions
Senior ranks ahead of Junior in all payment, enforcement and distribution.
Payment Waterfall
7-step priority order including statutory preferential creditors (Companies Act s.621).
Baseline Standstill
90-365 day grace period; full restriction on Junior enforcement during Senior debt outstanding.
Deed Execution (LCLRA 2009)
Witness + execution place + date — deed validity.
Blocking Periods (Expert)
Detailed enforcement standstill during Senior Enforcement Period; senior consent carve-outs.
Turnover Trust (Expert)
Junior holds any breach-payment on bare trust for Senior — fast tracing recovery.
Permitted Payments (Expert)
Scheduled interest/principal/fees while no default; payment block triggers.
Insolvency Voting Subordination (Expert)
Junior votes at Senior's direction in Companies Act Part 10 schemes (with statutory carve-out).
Junior Security Release (Expert)
Pre-agreed release of Junior security to permit Senior enforcement sale free of encumbrance.
Intercompany Debt Subordination (Expert)
All intra-group loans subordinated to Senior; back-door payment route closed.
How to Create an Intercreditor Deed
Build an institutional-grade Irish Intercreditor Deed in minutes — then add the Expert clauses for full senior protection.
- 1
Identify the Senior, Junior and Borrower
Lender names, addresses, CRO numbers and signatories.
- 2
Define the Senior Debt
Facility type, amount, date, reference, security description.
- 3
Define the Junior Debt
Facility type, amount, date, reference, security (if any).
- 4
Write Ranking Provisions
Senior ranks ahead in payment, enforcement and distribution.
- 5
Build the Payment Waterfall
7-step priority order with statutory preferential creditors above the Senior Debt.
- 6
Set Baseline Standstill
Standstill period (90-365 days) + restriction wording.
- 7
Add Witness and Execution Details
Witness name + address, execution place + date.
- 8
Add Blocking Periods (Expert)
Detailed enforcement standstill during Senior Enforcement Period; senior consent carve-outs.
- 9
Add Turnover Trust (Expert)
Bare-trust mechanism for breach payments; tight remittance period.
- 10
Add Permitted Payments + Insolvency Voting + Junior Security Release + Intercompany Subordination (Expert)
Full institutional protection package.
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Legal Considerations in Ireland
Irish intercreditor practice is anchored by the Companies Act 2014 (examinership and liquidation priority), LCLRA 2009 (deed execution), Re Spectrum Plus (security characterisation), and the body of Irish secured-lending case law.
This template is for information only and is not legal advice. Intercreditor deeds are sophisticated multi-party documents with significant enforcement consequences; engage Irish banking solicitors for any institutional or syndicated facility.
Drafted for Companies Act 2014 Part 10 + s.621
Companies Act 2014 Part 10 — Examinership
Part 10 of the Companies Act 2014 governs examinership — the Irish corporate rescue process equivalent to UK administration. An examiner can propose a scheme of arrangement that requires class-based creditor voting. The examiner has statutory powers (compromise creditor claims, formulate a scheme) that cannot be defeated by contractual intercreditor arrangements. The Expert "Insolvency Voting Subordination" clause binds the Junior's commercial conduct in any examinership scheme but does not (and cannot) defeat the examiner's statutory powers.
Companies Act 2014 s.621 — Liquidation Priority
Section 621 of the Companies Act 2014 sets the statutory priority order for distribution in liquidation: first secured creditors with fixed charges; then preferential creditors (Revenue PAYE/PRSI/USC, employee unpaid wages and pension contributions, etc.); then secured creditors with floating charges; then unsecured creditors. The Waterfall in this Deed reflects this statutory order — intercreditor arrangements affect contractual ranking among creditors of the same class, but cannot subordinate preferential creditors below contractually-ranked creditors.
LCLRA 2009 ss.62-65 — Deed Execution
Where any party is an individual, the Deed must be executed under sections 62-65 of the Land and Conveyancing Law Reform Act 2009 — attested by a witness, signed and delivered as a deed. Where any party is a body corporate, execution is under section 43 of the Companies Act 2014. Defective execution makes the Deed voidable — for a multi-party deed, even one party's defective execution can affect the deed's enforceability against that party.
Re Spectrum Plus — Fixed vs Floating Characterisation
Re Spectrum Plus [2005] UKHL 41 (applied across Irish security practice) establishes that the fixed vs floating characterisation depends on control. This affects the Waterfall: fixed-charge proceeds rank ahead of preferential creditors, but floating-charge proceeds rank behind. The Senior Security description should reflect the Re Spectrum Plus discipline — if the Senior's "fixed charge over book debts" lacks proper control wording, it can be recharacterised as floating, dropping it below preferential creditors in the Waterfall.
Hardening Period (Companies Act 2014 s.604)
Section 604 of the Companies Act 2014 provides that a floating charge granted in the 12 months before liquidation can be void against the liquidator if granted for past consideration. For connected parties, the period is 24 months. Where the Junior Lender is a shareholder or related party, the hardening risk is particularly acute. Pricing the Junior Debt at the same time as fresh value (e.g. fresh working capital) hardens the security; an existing intercompany loan being re-papered as Junior Debt may face s.604 challenge.
Bankers' Books Evidence Acts 1879-1959
In any enforcement action, the lenders' books and records (ledgers, electronic records maintained in the ordinary course of banking business) are admissible as evidence under the Bankers' Books Evidence Acts 1879-1959. This streamlines enforcement — the lender does not need to call witnesses to prove the outstanding balance.
Frequently Asked Questions
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