The Intercreditor Agreement is essential in complex financing arrangements where multiple creditors provide different types of debt to a borrower or group of borrowers in Indonesia. This document becomes necessary when structuring transactions involving senior debt, mezzanine financing, and/or subordinated debt, particularly in project finance, acquisition finance, or corporate lending scenarios. The agreement must comply with Indonesian law requirements, including specific provisions of the Indonesian Civil Code, Banking Law, and Investment Law. It typically includes detailed provisions on creditor ranking, payment waterfall, security sharing, enforcement rights, and voting mechanisms. The document is crucial for establishing clear procedures for decision-making among creditors and managing potential conflicts in default scenarios, while ensuring enforceability under Indonesian law and regulatory framework.
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1. Parties: Identification of all creditor groups, security agent, and borrower/debtor
2. Background: Context of the financing arrangement and purpose of the intercreditor agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Ranking and Priorities: Establishes the ranking of debt and priorities between creditors
5. Payment Provisions: Rules governing payments, payment hierarchy, and turnover of payments
6. Security and Guarantees: Provisions regarding shared security and guarantee arrangements
7. Enforcement: Rules and procedures for enforcement of security and creditor rights
8. Application of Proceeds: Order of application of enforcement proceeds and other recoveries
9. Effect of Insolvency Event: Rights and obligations of parties during insolvency proceedings
10. Purchase Option: Terms for junior creditors to purchase senior debt
11. Role of Security Agent: Powers, duties, and responsibilities of the security agent
12. Changes to Parties: Transfer and assignment provisions
13. Costs and Expenses: Allocation of costs and expenses among parties
14. Notices: Communication procedures between parties
15. Miscellaneous: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Standstill Provisions: Used when there's a need to restrict enforcement actions by junior creditors for a specified period
2. Subordination Provisions: Included when structural subordination needs to be supplemented with contractual subordination
3. Hedge Counterparty Provisions: Required when hedging arrangements are part of the financing structure
4. New Debt Provisions: Included when the structure contemplates additional future debt
5. Creditor Representative Provisions: Used when certain creditor groups are represented by trustees or agents
6. Amendment Provisions: Detailed procedures for amendments when complex voting mechanisms are required
7. Snooze/Lose Provisions: Optional provisions regarding timing of creditor responses and consequences of failure to respond
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Form of Resignation Letter: Template for resignation of existing parties
3. Security Documents: List and details of all security documents
4. Notice Details: Contact details for all parties
5. Form of Default Notice: Template for notification of defaults
6. Creditor Information: Details of initial debt amounts and creditor commitments
7. Guarantee Provisions: Detailed terms of any guarantees
8. Voting Provisions: Detailed mechanisms for creditor voting
9. Security Agent Fee Schedule: Details of security agent fees and payment terms
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