This CLE webinar prepared commercial finance counsel to anticipate potential pitfalls and to draft provisions in intercreditor agreements that protect mezzanine lenders.
Counsel to mezzanine lenders should negotiate and include critical provisions in intercreditor agreements as early as possible when in a position of increased leverage with senior lenders. Key terms and conditions will provide mezzanine lenders with protection and minimize subsequent disputes.
Items to incorporate in the agreement include those to preserve rights in bankruptcy, maintain rights in the event of foreclosure and sale of collateral, preserve subrogation rights, limit payment blockages and standstill periods, and limit the senior lender’s right to amend loan documents.
This authoritative panel of commercial finance practitioners discussed the key issues for mezzanine lenders to consider when negotiating intercreditor agreements. The panel outlined drafting techniques to address these issues and minimize disputes between lenders.
- Negotiating and drafting the intercreditor agreement
- Critical provisions
- Pitfalls to avoid
- Common problems
The panel reviewed these and other key questions:
- What terms should be included in the intercreditor agreement to protect the mezzanine lender in the event of bankruptcy or foreclosure and sale of collateral?
- How can the mezzanine lender preserve subrogation rights?
- What provisions should be included to limit payment blockages and standstill periods?
Michael D. Schiffer, Partner, Venable, Baltimore
Mark B. Joachim, Partner, Arent Fox, Washington, DC
Mark N. Berman, Partner, Nixon Peabody, Boston