This article has been written by Nikunj Arora, a student of Amity Law School, Noida. This article provides a detailed overview of an Intercreditor Agreement, along with its need and importance and the challenges faced. This article also discusses some important clauses of the agreement by referring to a sample Intercreditor Agreement.
It has been published by Rachit Garg.
Table of Contents
One of the largest Indian housing finance companies, Dewan Housing Finance Corporation Ltd. (DHFL), encountered financial difficulties in 2018 shortly after the collapse of Infrastructure Leasing & Financial Services (IL&FS), a shadow banking giant. This then caused a severe liquidity shortage among both lenders. On September 17, 2019, as reported by Mint, one of the proposed solutions to save DHFL ran into a significant snag as only a small number of bondholders had agreed to participate in the proposed resolution. Furthermore, certain bondholders initiated the process to drag DHFL to the bankruptcy court, which then complicated the process even more. As part of an Intercreditor Agreement (ICA), the banks had then committed to restructuring Rs. 1 trillion (approximately $14 billion) of DHFL’s debt to come up with a restructuring plan. For the plan to be successful, there was also a need to secure the approval of bondholders, hence, they also tried to get bondholders on board.
Moreover, in an article by Business Standard, it was reported that in the wake of the Covid-19 pandemic, the Indian Banks’ Association Chief Executive Sunil Mehta said that banks are working together to remove hurdles and accelerate the execution of Intercreditor Agreements (ICAs) to ensure faster recovery of bad assets. Thus, ICA helps to ensure a faster recovery.
According to the Reserve Bank of India (RBI), ICA is a legally binding Intercreditor Agreement that would be a pact between the secured creditors, stating the extent of enforcement and penalties in case of non-compliance, wherein any certified secured creditor would agree to abide by various aspects of a CDR system. In addition, the RBI stated that the creditors shall also agree that if 75% of the secured creditors were in agreement with a debt restructuring package, the same would be binding upon the remaining secured creditors. This article, thus, throws light on the Intercreditor Agreement and the related concepts.
Overview of Inter-creditor Agreements
What is an Intercreditor Agreement (ICA)
As defined by Practical Law, an ICA is an extension of debt to the borrower as a result of an agreement between/among the lender, classes of lenders, which specifies their respective rights and obligations regarding the borrower and its assets. There can be provisions in an ICA that specify the person who has the authority to declare defaults and overdraw the loan, foreclose on the collateral, grant waivers, or amend the loan agreement and security agreement. Furthermore, this agreement can also specify the payment distribution among the lenders based on the payments the borrower makes.
According to the Corporate Finance Institute (CFI), an ICA can also be called an intercreditor deed. Thus, as per CFI, an Intercreditor Agreement is a legal document between two or more creditors. It explains in advance how their competing interests will be resolved and how they will work together to serve their mutual borrower. It is common for two types of creditors to participate in a given agreement, i.e., an authoritative senior lender and a subordinate junior lender. It is, however, possible that there may be more senior lenders present in some situations. Should such a circumstance arise, another agreement would need to be drafted between them.
In simple words, an Intercreditor Agreement describes the terms and the allocation of collateral between common lenders in the event of a default by the borrower. Having such an understanding is positive in the sense that it protects the rights of the subordinate lenders. As the name suggests, an Intercreditor Agreement is designed to – among other things – establish a borrower’s rights and positions concerning collateral, payment, and payment priority, as well as the hierarchy between various creditors. Despite the relatively recent rise of Intercreditor Agreements in prominence, there remains little case law regarding the interpretation of these arrangements.
Taking an example from the above article of CFI, a company (X) could be involved in a contract with a government agency (Y) to undertake a housing development plan for soldiers of the armed forces. There are estimates that the overall cost of the project will be approximately $125 million, of which the company will only foot the bill for $25 million. This has led to the company seeking further advances from the government and other third parties (financiers). Various assets that are of high value are used by the company as a means to convince both the government agency as well as the third parties to fund the project.
If this were the case, Y would act as the junior lender, the third parties would act as the senior lender, and X would act as the borrower. Thus, in such a case, to protect their interests, third parties would likely desire to enter into an Intercreditor Agreement with the government agency.
Take another example of a situation where a company XYZ is planning to raise $100 million, and the bank has agreed to pay $20 million, leaving $80 million for the company to raise from external creditors. The first external creditor agreed to pay $50 million and another external creditor agreed to pay $30 million. The question here arises is in the event, a borrower defaults, whose property will have the first claim on it, and what amount will each lender be able to recover? The answer to this is that an agreement between the two lenders can clear up all this confusion, and such an agreement that shall be incorporated is known as an Intercreditor Agreement.
In Innoventive Industries Ltd. v. ICICI Bank and Ors, the Adjudicating Authority ruled that Section 238 of the Insolvency and Bankruptcy Code, 2016 conferred overriding effect on the provisions of the Code and the Intercreditor Agreement entered into between consortium members would not be a bar to the application being admitted under Section 7 of the Insolvency and Bankruptcy Code, 2016.
Further, it observed that the financial creditor had not waived his/her statutory rights by executing an Intercreditor Agreement, rather, it was simply formulating a mechanism/procedure to jointly enforce the loan as a consortium. Accordingly, the Court decided that there was a financial debt and the corporate debtor had breached the terms of the law relating to that debt.
Need and importance of an Inter-creditor Agreement
The following points can highlight the need and significance of an Intercreditor Agreement:
- In the case of default in payment by the borrower, an ICA helps to resolve discrepancies and confusion. For instance, providing a loan to a borrower from multiple sources is challenging because the collateral assets don’t have the same liquidity or value.
- The correct allocation of assets and rights must be outlined in the agreement. Thus, this agreement facilitates the proper distribution of collateral in default situations.
- It also prevents unnecessarily harassing collateral distribution recipients.
- In determining the right to lien, the Intercreditor Agreement is crucial. For both lenders to clarify their rights and priorities when a borrower’s financial capacity erodes and default occurs, it is imperative to lay a solid foundation regarding their rights and priorities. It is possible for each party to exercise its own decisions at the same time in the absence of this document. An unethical and uneconomic procedure could soon turn into a legal mess.
- It is possible that an Intercreditor Agreement can prove to be a very valuable tool in terms of restricting or prohibiting unwary creditors from pursuing action and recovering debt.
- Due to their assurance that superior lenders will not ignore their rights, junior lenders grow confident and can give borrowers loans.
Issues with an Inter-creditor Agreement
The following points can highlight the issues and challenges of an Intercreditor Agreement:
- The senior lender is often the one who dictates the lien terms in many Intercreditor Agreements. Thus, junior lenders may be at a disadvantage when they fail to negotiate the deed strongly.
- Junior lenders are sometimes faced with artificial delays from senior lenders who are seeking approval to finalize agreements or claims. Hence, taking such a step may lead to the junior lender giving up.
- In a case of default, it is difficult to establish an order of priority regarding the claim that is made on individual assets. Thus, it is a difficult decision to decide which creditor will be placed first in the claim if the property is limited to cover the full liability.
- Different assets have varying values and liquidity, so the decision of who will use an asset to meet their needs is not an easy one. As a result, drafting the agreement is tricky.
Inter-creditor Agreement v. Subordinate Agreement
Subordination agreements are legal agreements that order the claims of different parties. The agreement of a party to rank behind the interests of another party regardless of the interests of those parties can be recorded through a subordination agreement
For instance, if you are a director of a company, you could have lent them money unsecured, while a financier may have lent that same company money secured. The financier and the director may then agree that the financier will be repaid in full before the director accepts repayment of his director’s loan.
Here, a subordination agreement will be incorporated instead of an Intercreditor Agreement as the former can establish a priority ranking for proceeds of realization for one of the parties, due to the unsecured nature of one of the parties. One party agrees to stand subordinate (below) to another party through a subordination agreement.
Negotiating an Inter-creditor Agreement
An anchoring provision exists in the documentation of first-lien/second-lien arrangements (for example, a first lien credit agreement and a second lien note purchase agreement) that specifies the terms of the Intercreditor Agreement apply to the credit facilities. Although provisions for the Intercreditor Agreement are contained in an independent (stand-alone), separately negotiated document, the measures governing it are found in the Intercreditor Agreement itself. Despite being a product of negotiations among creditors combined with borrower input, the Intercreditor Agreement is primarily a product of credit documentation for underlying credit facilities.
The parties to a deed should generally be aware of critical elements in the agreement before the document is signed. Junior lenders, therefore, need to identify and clarify the following issues before a transaction begins:
- Make sure payments to junior lenders are within their limits: Paying scheduled interest payments must be a priority for junior lenders. Moreover, the junior lender should ensure that there are no staggering blockages imposed by the senior lender in the case of a default from the borrower. For this reason, junior lenders must negotiate with their senior lenders to ensure that there are clear guidelines about when a blockage should begin, and a limit on the number of times blockages can be placed on defaults, along with protection for debt acceleration and corrective measures.
- Examine the definition and the amendment of ‘senior debt’: Senior debt refers to provisions of a loan that give priority to the senior lender over junior lenders, including interest fees, costs, and indemnity payments. Senior lenders are also usually able to amend it without first obtaining consent from junior lenders. It is thus important that junior lenders negotiate the amount of senior debt that should be capped and also ensure that there is a clause preventing the senior lender from amending the terms of the senior loan.
- Examine the amendment to the definition of “junior debt” and clarify its meaning: Junior lenders are usually willing to carry the debt owed by a senior lender. As a result, junior lenders may seek exemptions from short-term and limited purpose mortgages to protect themselves from lawsuits. Additionally, he should negotiate an understanding of how equity rights will be exercised by him, such as the right to vote in the event of a blockage.
- Provide clarity on collateral subject to a subordination agreement: If a junior lender wishes to exclude certain types of collateral from his assets base, he should seek an exemption from the senior lender.
Primary Inter-creditor Agreements (ICA)
- First lien/second lien: Two separate credit facilities are involved in the first lien/second lien arrangements, with each secured by a separate lien on substantially identical collateral. A priority lien is secured by one of the credit facilities, and a second priority lien is secured by the other credit facility. The ICA defines the level of priority of the liens with regards to their relationship with one another as well as the extent of each group of lenders’ existing rights and obligations with respect to the other group of lenders. There are a great number of ICAs available today and many of them have become standard or market provisions over time and through practice.
- Split-collateral: A split collateral arrangement involves two separate credit facilities, each secured by liens against substantially the same collateral. The priority lien on one pool of assets is secured by one of the credit facilities, while the second priority lien is secured by another pool of assets. Asset-based credit facilities often require split collateral transactions.
- Senior/mezzanine: There are typically two types of senior/mezzanine arrangements, one secured by a lien on the borrower’s assets, with the other unsecured or secured only by a pledge of the borrower’s controlling interest. It’s not uncommon to have the mezzanine facility secured by an ‘invisible second lien’ on substantially all assets. An arrangement like this is similar to the second lien/first lien but comes with a subordination clause. Senior secured facilities have priority in terms of payment over mezzanine facilities.
- Unitranche: There is one credit facility secured by one lien on one pool of collateral in unitranche arrangements. Each outright debt tranche is segregated into a first and last outright tranche, which may be handled in a separate agreement among the lenders. Upon the occurrence of certain events, payments and proceeds generated from collateral are applied to the first tranche before the last tranche.
Key factors to keep in mind while drafting an Inter-creditor Agreement
A successful transaction requires the involvement of the senior lenders, the junior lenders, the borrowers and their holders of interests, and their respective counsel during the due diligence phase. As a result of the following factors, one should be able to determine the right structure for the transaction:
- Analyze credit market conditions and underlying borrower characteristics.
- Whether the lender has a yield requirement or a leverage limitation.
- A description of the identity of key players involved, as well as their frequency of working together with the borrower.
- In order to qualify for an asset-based credit facility, the borrower must have a significant level of working capital assets and be willing to take on the additional reporting burden to increase flexibility in exchange.
- A key area to investigate will be the location of subsidiaries and assets, as well as its potential state and local laws that could prevent lenders from taking security or from taking multiple security interests.
- Amount of flexibility that the junior lenders would be willing to offer when it comes to deferring interest payments.
- Level of borrower willingness to contribute equity to the transaction.
- The important differences between senior debt and junior debt and each group of lenders who wants to control their debts within the said bankruptcy plan.
- The influence of private equity or the borrower. The tax issues that arise for both borrowers and private equity firms have a direct impact on their decision-making and their pricing decisions.
Mistakes to avoid in an Inter-creditor Agreement
It can be difficult to balance the needs of other creditors with your own while safeguarding yourself at the same time when you are not the only lender to an organization or group. The following tips will help you avoid potential pitfalls in an Intercreditor Agreement:
- Make sure you use the right terminology and avoid confusion: It is important not to confuse between the following:
- Priority deed: This is usually done when multiple lenders are taking security from a company, thus ranking the charges they grant. A lender may, for example, enter into a deed of priority with the borrower’s bank to ensure priority over that asset with the bank’s debenture if it holds a mortgage on the property. In addition, a deed of priority usually outlines the steps that each of the parties can take to assure the enforcement of their security interest.
- Subordination deed: Different creditors have different rights to receive payments under this agreement.
- Intercreditor deed: When multiple secured and unsecured creditors are involved, this often involves both priority and subordination arrangements. These arrangements can be more complex compared to the above-mentioned deeds.
- Establish the type of payments that will be allowed, and ensure that the agreed position cannot be circumvented: Until the company has fully paid the senior creditor, the junior creditor will not be allowed to receive payments from the company. For example, if a bank lends to a company alongside a loan from a shareholder, this agreement could prevent the shareholder from repaying the debt and prevent dividends or other payouts to shareholders.
Even if the junior creditor agrees not to repay the capital until the bank is paid off, they may be allowed to pay interest on their loan. The bank must also decide whether to charge fees or impose default interest if this is the case. You can ensure the agreement cannot be bypassed by restricting the possibility of altering the junior loan agreement, or at least its material payment requirements, without the authorization of the bank.
- Ensure that the payment may only be permitted if certain conditions are met: It is common for such agreements to stipulate that payments are only acceptable if there is no event of default under the senior finance documents/agreements. It may be necessary for certain transactions to conduct more complex criteria when determining whether payments are permitted, for example, to apply a look forward test that looks at whether covenants will be maintained within the next quarter or year.
Often, one overlooks what could happen if a transaction goes wrong at the beginning. To avoid headaches later, it is important to determine who can take what actions to enforce their security or collect their debts.
If you want to enforce your debt, then the bank should be able to do so without any restrictions, while other creditors should not be able to do so without your consent. As a result, the bank has a significant amount of control over how and when to enforce your debt. As part of the agreement, the appointment of an administrator may also be waived from certain statutory notification requirements.
Important clauses of an Inter-creditor Agreement
This is a sample of an Intercreditor Agreement between the banks, financial institutions, and several lenders, presented by Cyril Amarchand Mangaldas. This sample is used to highlight the important clauses of the agreement:
“5. RESOLUTION PLAN
5.1. The resolution plan in respect of the Facilities availed by the Borrower may involve, amongst other, any action/plan/reorganization including without limitation the following:
(a) regularization of the Borrower’s account by payment of all overdue amounts to all Lenders by the Borrower;
(b) transfer of all or part of the assets of the Borrower to one or more persons;
(c) transfer/assignment/novation of all or part of the Facilities (together with underlying securities, guarantees etc.) to one or more persons at the value approved by the Majority Lenders;
(d) bifurcation of debt into sustainable and unsustainable portions, writing off of any debt and additional financing to the Borrower;
(e) release of any security created on the assets of the Borrower or any other person;
(f) sale of all or part of the assets whether subject to any security interest or not;
(g) the acquisition of shares of the Borrower, or the merger or consolidation of the Borrower with one or more persons;
(h) satisfaction or modification of any security interest;
(i) curing or waiving of any breach of the terms of any Facilities due from the Borrower;
(j) extension of a maturity date or a change in interest rate or other terms of the Facilities;
(k) amendment of the constitutional documents of the Borrower;
(l) issuance of securities of the Borrower, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose;
(m) conversion of debt into equity or equity like instruments;
(n) obtaining necessary approvals from the Central and State Governments and other authorities;
(o) transfer or assignment of appointment of any third party contractor/agency to operate the project being undertaken by the Borrower or to manage the operations of the Borrower;
(p) appointment of any third party contractor/agency to operate the project being undertaken by the Borrower or to manage the operations of the Borrower; and
(q) any other scheme of arrangement in accordance with the Applicable Law including the Companies Act, 2013. (the debt restructuring/resolution scheme undertaken in accordance with the aforesaid broad contours is hereinafter referred to as the “Resolution Plan”).
5.2 Amongst other factors as applicable to each case, the Core Committee shall take into account the following considerations for preparing a Resolution Plan:
(a) the Resolution Plan shall be in compliance with the Regulatory Framework and all other Applicable Laws, as applicable and amended from time to time;
(b) any Exclusive Security provided by the Borrower to any Lender;
(c) any exclusive Third Party Security held by a Lender; and
(d) the existing security sharing arrangement amongst the Lenders.”
“13. STAND STILL
13.1 The Lenders agree and undertake that on and from the Reference Date, they shall not:
(a) commence any civil action or proceedings under IBC or other Applicable Law against the Borrower or other persons that have provided Third Party Security for recovery of their dues in respect of the Facilities or enforcement of any security interest provided by the Borrower or other persons or accelerate any Facilities provided to the Borrower; and
Explanation: For the purpose of this clause, the term “civil action” shall mean such legal action or proceeding against the Borrower, or against individual(s) or entities that have provided any Third Party Security. For the avoidance of doubt, nothing in this clause shall restrict the right of Lenders to adjust or appropriate any margin monies, fixed deposits, cash collateral, bank guarantee/standby letter of credit provided by any bank or financial institution, towards its Facility. For the avoidance of doubt, it is clarified that in respect of ongoing legal proceedings/actions, the Lenders shall take necessary steps to not pursue such proceedings without adversely affecting its rights in respect of such proceedings.
(b) transfer or assign their Facility to any person, save and except to a Lender that agrees to enter into a Deed of Accession (if it is not already a party to this Agreement) and be bound by the Resolution Plan.
13.2. The aforesaid standstill provision will be operative for an initial period of 30 (thirty) days from the commencement of the Review Period. In the event that the Lenders decide on implementation of a Resolution Plan as the resolution strategy in accordance with the Regulatory Framework, then the standstill provision shall extend during the implementation of the Resolution Plan (which is currently 180 (one hundred and eighty) days from the end of the Review Period or such other period as may be prescribed for implementation of Resolution Plan under the Regulatory Framework) provided that the standstill shall immediately lapse on implementation of the Resolution Plan or if the resolution process is terminated by the Majority Lenders.
13.3. The aforesaid standstill provision shall not preclude the Lenders from initiating or continuing any action against the Borrower or its promoters / directors / officials or other persons for criminal offenses.
13.4. Notwithstanding the aforesaid, if (i) legal remedies in respect of any claim of a Lender are likely to become barred by law of limitation and the Borrower or the relevant persons fail, refuse or omit to provide confirmation of debt or acknowledgement of liability in respect of it to extend the period of limitation or
(ii) if the security created in favor of a Lender is in jeopardy, the Lenders shall have the freedom to take such action as may be considered necessary to preserve its claim/security against the Borrower and/or such other persons and keep the Lead Lender informed about such action.”
19.1 Any notice or any other communication under this Agreement must be in writing and, unless otherwise stated, may be given in person, by post or by fax or by e-mail.
19.2 Except as provided below, any communication will be deemed to be given as follows:
(a) if delivered in person, at the time of delivery;
(b) if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope;
(c) if by fax or email, when sent.”
“20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed, construed and interpreted in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the courts and tribunals in Mumbai.”
RBI’s prudential framework and the role of Inter-creditor Agreements (ICA)
In a circular dated February 12, 2018, the RBI had introduced a revised framework for the resolution of stressed assets by banks and other financial institutions in India. That framework was annulled by the Supreme Court of India in the case of Dharani Sugars and Chemicals Limited v. Union of India, on the ground that it violated Section 35AA of the Banking Regulation Act, 1949. Consequently, all actions taken under the framework, including proceedings by financial creditors against debtors under Section 7 of the Insolvency and Bankruptcy Code, 2016 became null and void.
As a result of the above, the RBI, via a press release dated April 4, 2019, announced that it will take necessary action, including the announcement of a revised circular, in order to facilitate an expeditious and effective resolution of stressed assets. Thus, the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019 (prudential framework), which provided direct instructions to lenders on how to deal with stressed assets, was published on June 7, 2019, by the RBI.
In India, the Prudential Framework aims to promote strong and resilient financial systems and strengthen credit culture. It will prioritize incentive structures over compulsory insolvency proceedings against large borrowers in response to concerns raised by the Supreme Court in the Dharani Sugar judgment. To discourage lenders from instituting insolvency proceedings within a deadline, the Prudential Framework provides extra provisioning for delays in the implementation of resolution plans and the beginning of insolvency proceedings.
To resolve stressed assets, lenders must have policies approved by their boards of directors that outline timelines for resolution under the prudential framework. During the Review Period, all lenders, including entities specializing in asset reconstruction, who decide to implement a Plan are required to enter into an Intercreditor Agreement to establish ground rules for the finalisation and implementation of the Plan. It is crucial that the plan provides payment to the dissenting lenders at least equal to the liquidation value.
According to the prudential framework, under the Intercreditor Agreement, any agreement reached by lenders represents 75% of total outstanding credit facilities (fund-based as well as non-fund-based) and 60% of lenders by number will be binding on all lenders. Moreover, the agreement may, among other things, specify the rights and duties of majority lenders, duties and protection of rights of dissident lenders, and how lenders with priorities in cash flows/differential security interests are treated. The framework also states that resolution plans must ensure that payments to the dissenting lenders do not fall below liquidation value. If the Asset Reconstruction Company (ARC) has exposure to the borrower concerned, such an ARC should also sign the ICA and abide by its provisions.
On June 12, 2019, Sunil Mehta, chairman of the Sashakt Committee, recommended revisions to existing Intercreditor Agreements for increasing the voting threshold and other changes for RBI decision making. There are several changes recommended, such as:
- Modifications to the Sashakt ICA may be necessary to ensure it meets the requirements of the New Framework and that it can serve as a Master InterCreditor Agreement for the resolution of all stressed assets.
- Lenders must now enter into an ICA with borrowers within 30 days of the first default to any lender under the new framework.
- Additionally, the New Framework defines several parameters to be considered for the ICA, including a decision-making method for lenders with 75% (by the value of total outstanding facilities) and 60% by number, and protection of dissenting lenders.
- In order to qualify for the New Framework, all lenders and asset reconstruction companies must execute the ICA.
The Sashakt Committee led by Sunil Mehta was set up by the government in 2018 and was incorporated with an Intercreditor Agreement for the resolution of stressed assets. It was executed by 35 banks and financial institutions. On June 23, 2019, with the guidance of the Prudential framework, the Indian Bank Association has drafted an ICA, including information relating to meetings of lenders, voting matters, repayment to dissenting lenders and additional funding.
The signing of the Intercreditor Agreement by banks in India is an important step by leading lenders in India to combat the rising menace of non-performing assets (NPAs) and bad loans, which has recently breached the Rs. 10 lakh crore mark. In 2018, the government rolled out the Sashakt resolution plan as a result of the growing problem of bad loans in the Indian banking system. According to the Sashakt plan, among other things, a bad loan management company or a reconstruction company should be established.
As per this report, 24 lenders led by the State Bank of India and Punjab National Bank, signed an Intercreditor Agreement on July 24, 2008, to speed up the resolution of stressed assets between Rs 500 million and Rs 5 billion under consortium lending. The ICA was going to be entered into by 22 public sector banks, which included India Post Payments Bank, 19 private sector banks, and 32 foreign banks, according to the report. Moreover, 12 other financial institutions would appear as signatories to the agreement including the Life Insurance Corporation (LIC), the Power Finance Corporation, and the Rural Electrification Corporation.
Taking the time to carefully examine an intercreditor deed before signing can be helpful for junior lenders. In order to achieve this objective one way is to negotiate over an equitable advantage and lay out a practical action plan. It is recommended, however, that, if the junior lender is unable to reach an agreement on such terms, they forego the arrangement or seek alternative alternatives. If the borrower defaults, the junior lender has the option of taking over the project if certain conditions are set out in the agreement. As a junior lender, you should be aware that in such a situation, you have two options, i.e., either invest capital into the project to remove any monetary defaults by the senior lender or pay off the senior lender. It is often impossible to do the latter when the senior lender has provided a very large amount of funding.
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