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The Intercreditor Agreement is essential in complex financing arrangements where multiple creditors hold different levels of debt or security interests in the same borrower or group of companies. It becomes particularly relevant in project finance, leveraged buyouts, or corporate restructurings under South African law. The document addresses crucial aspects such as payment priorities, enforcement rights, standstill periods, and security sharing arrangements. It must comply with South African legislative requirements, including the Companies Act 71 of 2008, Insolvency Act 24 of 1936, and relevant financial sector regulations. The agreement typically comes into play when there are senior lenders, mezzanine lenders, and possibly shareholder loans or other forms of subordinated debt involved in the financing structure.

1. Parties: Identification of all creditors, debtors, security trustees, and other relevant parties to the agreement

2. Background: Context of the financing arrangements, existing facilities, and purpose of the intercreditor agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Ranking and Priorities: Establishes the ranking of debt and security interests between creditors

5. Payment Provisions: Rules governing payments, including payment hierarchy and turnover provisions

6. Security and Guarantees: Provisions regarding shared security and guarantees, including enforcement rights

7. Enforcement: Rules and procedures for enforcement of security and other rights

8. Application of Proceeds: Order of application of proceeds from enforcement or insolvency

9. Effect of Insolvency Event: Rights and obligations of parties following an insolvency event

10. Purchase Options: Terms for purchase of senior debt by junior creditors

11. Decision Making: Procedures for creditor decision-making and voting rights

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

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

14. Notices: Communication procedures and contact details

15. Miscellaneous: Standard boilerplate provisions

16. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions