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Intercreditor Agreement
"I need an Intercreditor Agreement to establish priority and security sharing arrangements between a syndicate of senior lenders and two mezzanine lenders for a Hong Kong real estate development project, with the senior facility closing date scheduled for March 2025."
1. Parties: Identifies all creditor parties, security agent, facility agents, and obligors
2. Background: Explains the context of the various debt facilities and purpose of the intercreditor arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Ranking and Priority: Establishes the ranking of debts and priority of payments between creditors
5. Payment Provisions: Sets out the payment waterfall and restrictions on payments to different creditor classes
6. Turnover of Receipts: Provisions requiring sharing of recoveries and turnover of payments received in breach of the agreement
7. Security and Guarantees: Provisions regarding shared security and guarantee arrangements
8. Enforcement: Rules and procedures for enforcement of security and exercise of remedies
9. Application of Proceeds: Order of application of enforcement proceeds and other recoveries
10. Effect of Insolvency Event: Provisions dealing with insolvency scenarios and filing of claims
11. Changes to the Parties: Transfer and assignment provisions, accession mechanics
12. Protection of Security Agent: Rights, duties, and protections of the Security Agent
13. Costs and Expenses: Provisions for payment of costs and expenses
14. Notices: Communication requirements and contact details
15. Miscellaneous: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Subordinated Creditor Provisions: Additional provisions specific to subordinated creditors, used when there are mezzanine or junior debt facilities
2. Hedging Liabilities: Provisions dealing with hedge counterparties and their rights, used when hedging arrangements are part of the debt structure
3. Intra-Group Lender Provisions: Specific provisions for intra-group creditors, used when there is significant intra-group lending
4. Purchase Option: Provisions allowing certain creditors to purchase other creditors' debt, used in more complex structures
5. New Debt Financing: Provisions regarding the incurrence of additional debt, used when future debt raising is contemplated
6. Debt Trading Provisions: Specific provisions regarding trading of debt, used when debt trading is expected
7. Snooze/Lose Provisions: Provisions regarding failure to respond to requests, used in syndicated arrangements
8. Common Currency Provisions: Provisions for dealing with multiple currencies, used when facilities are in different currencies
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Form of Resignation Letter: Standard form for parties to resign from their roles
3. Security Documents: List and details of all security documents
4. Notice Details: Contact details for all parties
5. Existing Facilities: Details of all existing debt facilities and their key terms
6. Form of Security Agent Resignation Letter: Standard form for Security Agent resignation
7. Payment Waterfall: Detailed payment priorities and waterfall mechanics
8. Hedge Counterparty Provisions: Detailed provisions regarding hedging arrangements if applicable
Authors
Banking & Financial Services
Real Estate & Construction
Infrastructure
Manufacturing
Energy & Resources
Transportation & Logistics
Telecommunications
Healthcare
Retail & Consumer
Technology
Private Equity
Asset Management
Legal
Finance
Treasury
Credit Risk
Compliance
Corporate Finance
Debt Capital Markets
Restructuring
Transaction Management
Investment
Portfolio Management
Syndications
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Debt Finance Manager
Investment Director
Credit Risk Manager
Restructuring Officer
Transaction Manager
Senior Banker
Relationship Manager
Compliance Officer
Security Trustee
Portfolio Manager
Syndication Manager
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