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Intercreditor Agreement
1. Parties: Identifies all creditor groups (typically senior and junior creditors), security agent, and the borrower/debtor company
2. Background: Explains the context of the various debt facilities and purpose of the intercreditor arrangements
3. Definitions and Interpretation: Defines key terms and explains interpretation principles used throughout the agreement
4. Ranking and Priority: Establishes the ranking of different debt classes and priority of payments
5. Payment Provisions: Sets out permitted payments for each class of debt and payment blockage mechanisms
6. Turnover of Receipts: Requires junior creditors to turn over unauthorized payments to the security agent
7. Security and Guarantees: Details the sharing and priority of security interests and guarantees
8. Enforcement: Specifies who can enforce security and when, including standstill provisions
9. Application of Proceeds: Details how proceeds from enforcement or insolvency will be distributed
10. Effect of Insolvency Event: Describes impact of insolvency on creditors' rights and obligations
11. Changes of Parties: Procedures for transfers and assignments of rights under the agreement
12. Costs and Expenses: Allocates responsibility for costs related to the agreement
13. Notices: Specifies how formal communications between parties should be made
14. Governing Law and Jurisdiction: Specifies Danish law as governing law and jurisdiction for disputes
1. Purchase Option: Gives senior creditors the right to purchase junior debt - include when requested by senior creditors
2. Subordinated Creditor Representations: Additional representations from subordinated creditors - include for complex subordinated debt structures
3. Hedging Liabilities: Provisions dealing with hedging obligations - include if hedging providers are party to the agreement
4. Debt Trading Provisions: Detailed provisions on debt trading - include for syndicated facilities
5. ICA Agent Provisions: Detailed provisions regarding the intercreditor agent - include if separate ICA agent is appointed
6. New Debt Provisions: Mechanisms for adding new debt facilities - include if future debt is contemplated
7. Subordination of Shareholder Loans: Provisions for shareholder loan subordination - include if shareholder funding exists
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Form of Debtor Accession Deed: Standard form for additional debtors to join the agreement
3. Security Documents: List and details of all security documents covered by the agreement
4. Notice Requirements: Detailed notice requirements and contact information for all parties
5. Creditor Claims: Details of existing creditor claims and facilities at signing
6. Form of Resignation Letter: Standard form for resigning parties
7. Payment Waterfall: Detailed breakdown of payment priorities in enforcement scenarios
Authors
Affiliate
Agent Liabilities
Ancillary Facility
Assigned Intercompany Receivables
Available Enforcement Proceeds
Borrower
Business Day
Charged Property
Common Assurance
Common Security
Creditor Liabilities
Debt Document
Default
Defaulting Lender
Delegate
Distress Event
Enforcement Action
Enforcement Date
Event of Default
Facility Agreement
Final Discharge Date
Financial Indebtedness
Group
Group Company
Guarantee Liabilities
Guarantor
Hedge Counterparty
Hedging Liabilities
Holding Company
Insolvency Event
Insolvency Proceedings
Instructing Group
Intercompany Debt
Intercreditor Amendment
Junior Agent
Junior Creditors
Junior Debt
Junior Default
Junior Discharge Date
Junior Facility Agreement
Liabilities
Majority Creditors
Majority Senior Creditors
Mandatory Prepayment
Material Company
Non-Cash Consideration
Original Jurisdiction
Payment
Payment Block Event
Permitted Junior Payments
Permitted Payment
Primary Creditors
Principal Agreement
Proceeds
Qualified ECP Guarantor
Receiver
Recoveries
Secured Obligations
Secured Parties
Security
Security Agent
Security Documents
Security Property
Senior Agent
Senior Creditors
Senior Debt
Senior Discharge Date
Senior Facility Agreement
Senior Finance Documents
Senior Lenders
Shareholder Debt
Subsidiary
Transaction Security
Trust Property
Unrestricted Subsidiary
Interpretation
Ranking and Priority
Payment Provisions
Turnover
Security and Guarantees
Enforcement
Application of Proceeds
Insolvency Provisions
Purchase Rights
Payment Blockage
Standstill
Security Agent Provisions
Amendments and Waivers
Changes to Parties
Information and Notices
Costs and Expenses
Indemnities
Calculations and Certificates
Assignment and Transfer
Third Party Rights
Severability
Counterparts
Governing Law
Jurisdiction
Service of Process
Accession
Subordination
Representations and Warranties
Default
Remedies and Waivers
Confidentiality
Entire Agreement
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