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An Intercreditor Agreement sets clear rules between multiple lenders who have claims on the same borrower. In Dutch financing deals, these agreements are crucial when companies take loans from different sources, like banks and private investors. They establish who gets paid first if things go wrong, and how lenders will work together.

Under Dutch law, these agreements help prevent conflicts between senior lenders (who usually have priority) and junior lenders. They cover important details like payment rights, enforcement actions, and security interests - especially relevant when dealing with Dutch security rights (zekerheidsrechten). This makes complex financing structures more manageable and reduces risks for all parties involved.

Your company needs an Intercreditor Agreement when taking loans from multiple lenders in the Netherlands, particularly if they have different levels of priority. This commonly happens during business expansions, refinancing, or when combining bank loans with private investment. The agreement becomes essential before finalizing any multi-lender financing structure.

The timing is crucial - put the agreement in place before the loans are disbursed. This prevents conflicts between senior and junior lenders over payment rights and security interests. It's especially important for Dutch companies using complex financing structures, or when mixing traditional bank financing with alternative lenders like private equity firms or mezzanine funds.

• Senior-Junior Agreements: Most common in Dutch financing, defining rights between primary bank lenders and subordinated creditors
• Pari Passu Arrangements: Used when multiple lenders share equal ranking and rights to collateral
• First-Second Lien Structures: Popular in secured financing deals, establishing priority between different security right holders
• Multi-Tiered Agreements: Complex versions handling three or more levels of debt priority, common in large corporate restructurings
• Project Finance Intercreditors: Specialized versions for infrastructure projects, managing relationships between multiple facility providers

• Senior Lenders: Usually banks or institutional lenders who hold first-ranking security rights and initiate the Intercreditor Agreement
• Junior Lenders: Subordinated debt providers, mezzanine financiers, or private equity firms who accept lower payment priority
• Corporate Borrowers: Dutch companies seeking multiple funding sources, who must comply with the agreement's terms
• Legal Counsel: Dutch finance lawyers who draft and negotiate terms, ensuring compliance with local security rights law
• Security Trustees: Often manage collective security interests for multiple lenders under Dutch law

• Loan Details: Gather all existing and planned loan agreements, including amounts, interest rates, and security rights
• Lender Information: Collect details of all creditors, their rankings, and preferred payment priorities
• Security Rights: Document all Dutch security interests (zekerheidsrechten) and their registration status
• Payment Terms: Define waterfall provisions and payment hierarchies between different lender classes
• Enforcement Rights: Specify each lender's rights during default scenarios under Dutch law
• Standstill Provisions: Determine periods during which junior lenders cannot take enforcement action

• Parties Section: Full legal names and details of all lenders, borrowers, and security trustees
• Priority Rankings: Clear definition of creditor hierarchy and payment waterfall arrangements
• Security Rights: Detailed provisions on Dutch security interests (zekerheidsrechten) and their enforcement
• Standstill Provisions: Specific periods and conditions for restricting junior lender actions
• Payment Terms: Rules for distributing payments, including post-enforcement proceeds
• Turnover Provisions: Requirements for junior creditors to pass on unauthorized payments
• Governing Law: Explicit choice of Dutch law and jurisdiction clauses

An Intercreditor Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both deal with debt financing under Dutch law. Here are the main distinctions:

• Primary Purpose: Intercreditor Agreements manage relationships between multiple lenders, while Bond Issuance Agreements focus on terms between a single issuer and bondholders
• Party Structure: Intercreditor Agreements involve multiple lenders with different priorities, whereas Bond Issuance Agreements typically have one issuer and multiple equal-ranking bondholders
• Security Rights: Intercreditor Agreements detail complex security sharing arrangements, while Bond Issuance Agreements usually have simpler, uniform security structures
• Enforcement Mechanisms: Intercreditor Agreements contain detailed standstill and enforcement provisions between lenders, whereas Bond Issuance Agreements focus on collective enforcement rights for bondholders