The Intercreditor Agreement is essential in complex financing arrangements where multiple creditors provide different types of debt facilities to a borrower or borrower group. This document becomes necessary when there are various classes of creditors (such as senior lenders, mezzanine lenders, and junior creditors) who need to establish their respective rights, priorities, and obligations in relation to shared security and payment arrangements. Under Malaysian law, this agreement is particularly important as it provides clarity on creditor rankings, enforcement rights, and payment priorities, while ensuring compliance with local financial regulations and security enforcement mechanisms. The agreement typically includes provisions for payment waterfalls, standstill periods, enforcement procedures, and the sharing of security interests, making it a crucial document in structured finance transactions.
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1. Parties: Identification of all creditors (senior, mezzanine, junior), security trustee, and borrower/obligor group
2. Background: Context of the financing arrangements and purpose of the intercreditor agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including debt categories, enforcement actions, and payment terms
4. Ranking and Priority: Establishes the hierarchy of debts and security interests between creditors
5. Payment Provisions: Rules governing payments, payment hierarchy, and turnover of payments
6. Security and Guarantees: Provisions regarding shared security package and guarantee arrangements
7. Enforcement: Rights and limitations regarding enforcement actions by different creditor classes
8. Application of Proceeds: Order of application of enforcement proceeds and other recoveries
9. Standstill Provisions: Restrictions on creditor actions during specified periods
10. Purchase Options: Rights of creditors to purchase other creditors' debt
11. New Debt and Security: Provisions governing the incurrence of additional debt and security
12. Changes to Parties: Transfer and assignment provisions, accession mechanics
13. Costs and Expenses: Allocation of costs and expenses among parties
14. Notices: Communication requirements and methods between parties
15. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction provisions
1. Hedge Counterparty Provisions: Include when hedging arrangements are part of the financing structure
2. Islamic Financing Provisions: Required when Islamic financial institutions are involved or Islamic facilities are part of the structure
3. Subordinated Shareholder Debt: Include when shareholders provide subordinated debt to the borrower
4. Accordion Facility Provisions: Include when the financing allows for future incremental facilities
5. Restructuring Provisions: Detailed provisions for potential debt restructuring scenarios
6. Agent Provisions: Include when facility agents are involved for different creditor groups
7. Security Trust Provisions: Detailed provisions when a security trustee structure is used
1. Form of Accession Deed: Standard form for new parties joining the agreement
2. Form of Resignation Letter: Template for creditors exiting the arrangement
3. Security Documents: List and details of all security documents covered by the agreement
4. Contact Details: Contact information for all parties and their authorized representatives
5. Existing Debt: Details of all existing debt facilities and their key terms
6. Form of Security Release Notice: Template for releasing security interests
7. Creditor Payment Details: Bank account and payment information for all creditors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Real Estate Development
Infrastructure
Manufacturing
Energy and Resources
Telecommunications
Healthcare
Retail and Consumer
Technology
Transportation and Logistics
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Investment
Structured Finance
Banking Operations
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Debt Finance Manager
Risk Manager
Compliance Officer
Investment Manager
Credit Risk Officer
Structured Finance Manager
Banking Relationship Manager
Security Trustee Officer
Facility Agent
Transaction Manager
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