Intercreditor Agreement Template for Malaysia

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.

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