An Intercreditor Agreement becomes necessary when a borrower has multiple creditors with different levels of priority in the capital structure. This document is crucial in the United States for managing the relationships between senior and junior lenders, establishing clear rules for payment priorities, enforcement rights, and bankruptcy scenarios. The agreement typically includes provisions for payment blockage, turnover of payments, enforcement standstills, and buy-out rights. It's particularly important in leveraged finance transactions, restructurings, and complex financing arrangements where multiple creditors need to understand their respective rights and obligations.
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1. Parties: Identifies all creditors party to the agreement, including senior and subordinate lenders
2. Background/Recitals: Sets out the context of the existing credit facilities and reason for the intercreditor arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Senior Debt', 'Subordinated Debt', 'Enforcement Action', etc.
4. Ranking and Priority: Establishes the priority of payments and security interests between creditors
5. Payment Provisions: Details permitted payments to each class of creditor and payment blockage provisions
6. Turnover Provisions: Requirements for subordinated creditors to turn over unauthorized payments to senior creditors
7. Enforcement: Rights and limitations regarding enforcement actions by different creditor classes
1. Purchase Option: Gives junior creditors the right to purchase senior debt under specific circumstances
2. DIP Financing Provisions: Provisions regarding post-bankruptcy financing
3. Representations and Warranties: Statements about the creditors' authority and the debt
1. Existing Senior Facilities: Details of all senior debt facilities covered by the agreement
2. Existing Junior Facilities: Details of all junior/subordinated debt facilities covered by the agreement
3. Form of Accession Deed: Template for new creditors to join the agreement
4. Security Documents: List of all security documents subject to the intercreditor arrangements
5. Notice Details: Contact information for all parties for formal notices
Relevant legal definitions
Acceleration Event
Accession Deed
Borrower
Borrower Group
Default
Distress Event
Enforcement Action
Enforcement Date
Event of Default
Facility Agreement
Finance Documents
Finance Parties
Financial Indebtedness
Guarantors
Hedge Counterparty
Hedging Liabilities
Insolvency Event
Instructing Group
Intercreditor Liabilities
Junior Creditors
Junior Debt
Junior Discharge Date
Junior Finance Documents
Liabilities
Majority Lenders
Mandatory Prepayment
Payment Block Event
Payment Block Notice
Permitted Payments
Prohibited Action
Receiver
Recovery
Secured Obligations
Secured Parties
Security
Security Agent
Security Documents
Security Interest
Senior Creditors
Senior Debt
Senior Discharge Date
Senior Finance Documents
Standstill Period
Subordinated Creditors
Subordinated Debt
Turnover Proceeds
Unanimous Senior Creditor Consent
Accession Deed
Borrower
Borrower Group
Default
Distress Event
Enforcement Action
Enforcement Date
Event of Default
Facility Agreement
Finance Documents
Finance Parties
Financial Indebtedness
Guarantors
Hedge Counterparty
Hedging Liabilities
Insolvency Event
Instructing Group
Intercreditor Liabilities
Junior Creditors
Junior Debt
Junior Discharge Date
Junior Finance Documents
Liabilities
Majority Lenders
Mandatory Prepayment
Payment Block Event
Payment Block Notice
Permitted Payments
Prohibited Action
Receiver
Recovery
Secured Obligations
Secured Parties
Security
Security Agent
Security Documents
Security Interest
Senior Creditors
Senior Debt
Senior Discharge Date
Senior Finance Documents
Standstill Period
Subordinated Creditors
Subordinated Debt
Turnover Proceeds
Unanimous Senior Creditor Consent
Clauses
Ranking and Priority
Payment Subordination
Lien Subordination
Turnover
Payment Blockage
Standstill
Enforcement
Buyout Rights
Amendment and Waiver
Security Enforcement
Application of Proceeds
Bankruptcy Provisions
Permitted Payments
Default/Acceleration
Guarantees
Information Sharing
Representations and Warranties
Accession
Assignment and Transfer
Notices
Governing Law
Dispute Resolution
DIP Financing
Refinancing Rights
Release of Security
Third Party Rights
Amendments to Debt Documents
Status of Obligations
Purchase Option
Turnover Trust
Filing and Registration
Further Assurance
Costs and Expenses
Severability
Counterparts
Payment Subordination
Lien Subordination
Turnover
Payment Blockage
Standstill
Enforcement
Buyout Rights
Amendment and Waiver
Security Enforcement
Application of Proceeds
Bankruptcy Provisions
Permitted Payments
Default/Acceleration
Guarantees
Information Sharing
Representations and Warranties
Accession
Assignment and Transfer
Notices
Governing Law
Dispute Resolution
DIP Financing
Refinancing Rights
Release of Security
Third Party Rights
Amendments to Debt Documents
Status of Obligations
Purchase Option
Turnover Trust
Filing and Registration
Further Assurance
Costs and Expenses
Severability
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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