Intercreditor Agreement Template for Philippines

The Intercreditor Agreement is essential in complex financing transactions where multiple creditors provide different types of debt to a single borrower or group of borrowers in the Philippines. It becomes particularly crucial in project finance, syndicated lending, and corporate debt restructuring scenarios. The agreement must comply with Philippine banking regulations, securities laws, and insolvency legislation, including the Financial Rehabilitation and Insolvency Act (FRIA) and relevant Central Bank regulations. It typically includes detailed provisions on payment subordination, security sharing, enforcement standstills, and voting rights among creditors. The document is fundamental in establishing a clear framework for creditor rights and remedies, especially important in the context of Philippine law where creditor priorities and security enforcement have specific statutory requirements.

1. Parties: Identifies all creditor parties, security trustee/agent, and the debtor company

2. Background: Explains the context of the various credit facilities and purpose of the intercreditor arrangements

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Ranking and Priorities: Establishes the ranking of debt and priority of payments between creditors

5. Payment Provisions: Sets out the payment waterfall and restrictions on payments to various creditor classes

6. Security and Guarantees: Details the sharing and ranking of security interests and guarantees

7. Enforcement: Specifies when and how enforcement actions can be taken and the coordination between creditors

8. Application of Proceeds: Details how proceeds from enforcement or insolvency will be distributed

9. Purchase Rights: Establishes any rights of junior creditors to purchase senior debt

10. Turnover Provisions: Requirements for turning over payments received in violation of priorities

11. Information Sharing: Obligations to share information between creditor groups

12. Changes to the Parties: Procedures for transfers, assignments, and accession of new parties

13. Costs and Expenses: Allocation of costs and expenses among parties

14. Notices: Requirements for giving notices under the agreement

15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes