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Intercreditor Agreement Template for Singapore

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Key Requirements PROMPT example:

Intercreditor Agreement

"Need an Intercreditor Agreement to establish priority between our senior bank loan of $50M and mezzanine financing of $20M, with the senior lender requiring strict subordination and enforcement standstill provisions for our Singapore manufacturing facility expansion project closing in March 2025."

Document background
An Intercreditor Agreement becomes necessary when multiple creditors provide financing to the same borrower under different arrangements. This document is crucial in complex financing structures where there are various levels of debt priority and security interests. Under Singapore law, the agreement provides clarity on creditors' rights, enforcement procedures, and payment priorities, particularly important in default scenarios. The document typically includes detailed provisions on security sharing, enforcement standstills, and payment waterfalls, ensuring orderly resolution of competing claims and reducing potential disputes between creditors.
Suggested Sections

1. Parties: Identification of all creditors, debtors, and security agents involved in the agreement

2. Background: Context of the financing arrangement and purpose of the intercreditor agreement

3. Definitions and Interpretation: Key terms, including facilities, security, enforcement, and priority arrangements

4. Ranking and Priority: Hierarchy of debt and security interests between creditors

5. Payment Provisions: Waterfall provisions and payment mechanics

6. Security and Guarantees: Treatment of security interests and guarantee arrangements

7. Enforcement: Rights and procedures for enforcement of security

8. Application of Proceeds: Distribution of proceeds from enforcement or insolvency

9. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction provisions

Optional Sections

1. Subordination Provisions: Specific subordination arrangements for multiple tiers of debt

2. Hedge Counterparty Provisions: Rights and obligations of hedge counterparties when hedging arrangements are part of the financing structure

3. New Debt Provisions: Procedures for incurring additional debt when future additional debt is contemplated

4. Turnover Provisions: Obligations to turn over unauthorized payments when there's risk of preferential payments

Suggested Schedules

1. Form of Accession Deed: Template for new parties to accede to the agreement

2. Form of Resignation Letter: Template for parties to resign from their roles

3. Security Documents: List of all security documents covered by the agreement

4. Notice Details: Contact information for all parties

5. Enforcement Rights Table: Detailed matrix of enforcement rights by creditor class

6. Payment Waterfall: Detailed breakdown of payment priorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate borrowing, security registration requirements, and priority of creditors' claims in Singapore

Property Law Act (Cap. 242): Legislation governing security interests over real property and mortgage regulations in Singapore

Insolvency, Restructuring and Dissolution Act 2018: Key legislation covering priority of claims in insolvency, treatment of secured vs unsecured creditors, moratorium provisions, and rules regarding set-off and netting

Securities and Futures Act (Cap. 289): Legislation governing securities as collateral and regulatory requirements for financial institutions

Common Law Principles: Legal principles covering contractual interpretation, equitable principles, and doctrine of privity of contract

Banking Regulations: Including MAS guidelines and Banking Act requirements for transactions involving banks

Registration Requirements: ACRA filing requirements and stamp duty considerations under Stamp Duties Act

International Considerations: Cross-border enforcement issues, recognition of foreign security interests, and conflict of laws principles

Security Interest Provisions: Requirements for perfection, priority rules, and enforcement mechanisms of security interests

Creditor Rights Framework: Provisions governing voting rights, enforcement rights, and standstill provisions among creditors

Payment Waterfall Structure: Rules governing distribution of proceeds and subordination arrangements between creditors

Default and Enforcement Framework: Provisions covering event of default definitions, enforcement procedures, and standstill periods

Insolvency Provisions: Specific provisions addressing rights during restructuring, treatment in liquidation, and set-off rights in bankruptcy scenarios

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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