Inter Lender Agreement Template for Ireland

An Inter Lender Agreement is a fundamental legal document that governs relationships between multiple lenders in complex financing transactions under Irish law. When your business requires funding from various sources with different risk profiles and priorities, this agreement ensures all parties understand their rights, obligations, and the hierarchy of claims against the borrower's assets.

When do you need this document?

You need an Inter Lender Agreement when structuring syndicated loans where multiple banks participate, project finance arrangements involving senior and subordinated debt, real estate developments with mezzanine financing, or acquisition finance combining bank debt with alternative lenders. This document is essential in situations where hedge counterparties provide derivative arrangements alongside traditional lending, when inter-company loans exist within corporate groups requiring coordination with external financing, or where note holders and institutional investors participate alongside bank lenders. The agreement becomes critical during refinancing transactions where existing and new lenders must coordinate their positions.

Key legal considerations

The ranking and priority provisions are fundamental, establishing which creditors get paid first from security proceeds and defining voting thresholds for key decisions affecting the financing. Payment waterfalls must comply with Irish insolvency laws and clearly specify how proceeds flow between different tranches of debt. Enforcement mechanics require careful drafting to ensure the security trustee can act efficiently while protecting all lenders' interests. Voting provisions should balance majority rule with minority protection, particularly for decisions on waivers, amendments, and enforcement actions. Information sharing clauses must respect confidentiality requirements while ensuring all lenders receive adequate disclosure. The agreement should address potential conflicts between lenders' commercial interests and include clear dispute resolution mechanisms.

Legal requirements in Ireland

Under the Companies Act 2014, any security interests must be properly registered with the Companies Registration Office within specified timeframes, and the Inter Lender Agreement must not conflict with these registration requirements. The European Union (Bank Recovery and Resolution) Regulations 2015 may apply if credit institutions are involved, potentially affecting enforcement rights during resolution proceedings. Financial institutions participating as lenders must comply with Central Bank of Ireland prudential requirements and conduct of business rules under the Central Bank Act 1942. The European Communities (Financial Collateral Arrangements) Regulations 2010 provide specific protections for financial collateral that should be incorporated where applicable. If real estate security is involved, compliance with the Land and Conveyancing Law Reform Act 2009 is essential for valid security creation and enforcement. Consumer Credit Act provisions must be considered if any consumer credit elements exist within the overall financing structure.