The Intercreditor Deed is a crucial document in complex financing arrangements where multiple creditors are involved in lending to the same borrower or group of borrowers. It becomes necessary when there are different classes of debt (such as senior, mezzanine, or subordinated debt) or multiple security interests that need to be coordinated. Under Indonesian law, this document must comply with specific regulatory requirements, including those set by OJK and Bank Indonesia, particularly regarding security interests, enforcement rights, and banking regulations. The Intercreditor Deed establishes clear protocols for payment priorities, security sharing, enforcement actions, and decision-making processes, while ensuring compliance with Indonesian mandatory provisions regarding fiduciary security, land mortgages, and creditor rights.
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1. Parties: Identifies all parties to the deed including senior creditors, security agent, facility agent, and other creditor classes
2. Background: Sets out the context of the financing arrangements and purpose of the intercreditor deed
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Ranking and Priority: Establishes the ranking of debt and priority of payments between creditors
5. Payment Provisions: Details the payment mechanics and waterfall arrangements
6. Security Sharing: Establishes how security interests are shared among creditors
7. Enforcement: Sets out rights and procedures for enforcement of security
8. Application of Proceeds: Specifies how proceeds from enforcement or payments are to be distributed
9. Decision Making: Details voting mechanisms and majority requirements for creditor decisions
10. Role of Security Agent: Defines the duties, powers, and protections of the security agent
11. Costs and Expenses: Allocates responsibility for costs and expenses
12. Changes to Parties: Procedures for transfers and assignments
13. Notices: Communication requirements and methods
14. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and jurisdiction for disputes
1. Subordination Provisions: Include when there are subordinated creditors or shareholder loans
2. Hedge Counterparty Provisions: Include when there are hedging arrangements that need to be addressed
3. Purchase Option: Include when junior creditors have rights to purchase senior debt
4. Standstill Provisions: Include when specific creditor standstill periods are required
5. Debt Purchase Transactions: Include when debt trading or buy-back provisions are relevant
6. New Debt Instruments: Include when there's possibility of additional debt facilities
7. Agent Replacement Provisions: Include when specific agent replacement mechanisms are needed
8. Indonesian Language Provision: Include when dual language execution is required under Indonesian law
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Form of Resignation Letter: Template for resigning agents or parties
3. Security Documents: List and details of all security documents
4. Creditor Details: Details of all creditors and their commitments
5. Notice Details: Contact information for all parties
6. Form of Power of Attorney: Standard form of power of attorney required under Indonesian law
7. Payment Waterfall: Detailed payment priority waterfall
8. Voting Mechanisms: Detailed procedures for creditor voting and decision-making
9. Form of Transfer Certificate: Template for transfers of rights and obligations
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