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Intercreditor Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
An Intercreditor Agreement is essential in complex financing structures where multiple creditors hold different classes of debt against the same borrower or group of borrowers. This document, governed by Hong Kong law, establishes the relative priorities, rights, and obligations among various creditors, including senior lenders, mezzanine financiers, and other debt providers. It addresses crucial aspects such as payment hierarchies, security sharing, enforcement procedures, and voting rights. The agreement is particularly important in syndicated lending, project finance, and restructuring scenarios, where it provides clarity on creditor rankings and coordinates actions among different classes of debt holders. The document must comply with Hong Kong's legal framework, particularly in relation to security interests, corporate insolvency, and financial regulations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































































































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Relevant Industries

Banking & Financial Services

Real Estate & Construction

Infrastructure

Manufacturing

Energy & Resources

Transportation & Logistics

Telecommunications

Healthcare

Retail & Consumer

Technology

Private Equity

Asset Management

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Finance

Debt Capital Markets

Restructuring

Transaction Management

Investment

Portfolio Management

Syndications

Relevant Roles

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

Industries








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