Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior and Senior Lienholders
Structuring Duration, Commencement, Expiration, Notice, Reinstatement and Other Provisions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will discuss critical issues involved in drafting and negotiating standstill provisions of intercreditor agreements from the perspective of both senior and junior lienholders. Topics the program will address include, among others, the scope, nature, duration and commencement of the standstill, post-termination of the standstill, notice to senior lienholder, and reinstatement or reset of the standstill period.
Outline
- Overview
- The "enforcement priority"
- First lien lender perspective
- Second lien lender perspective
- Scope and nature of the standstill
- Lien subordination vs. debt subordination
- Permitted actions by second lien lender
- Exercise of rights of second lien lender as an unsecured creditor
- Key standstill provisions/negotiating points
- Duration
- Commencement
- What happens when the standstill period ends?
- Applicability of turnover provision
- Notice to first lien lender of intent to exercise remedies
- Scope of "back-end" standstill
- Reinstatement/reset of the standstill period
- Right of senior creditor to take over remedies
Benefits
The panel will review these and other key issues:
- The scope and length of standstill periods from the perspective of senior and junior lienholders and the basis for making such determinations
- Actions that the junior lienholders may take during the standstill period
- Recent court interpretation of intercreditor agreements concerning rights and remedies of junior lienholders
- Split collateral structures where the working capital lender has a first lien on the working capital assets and a second lien on the remainder of the collateral and where the term lender has a second lien on the working capital assets and a first lien on the remainder of the collateral
- Standstills in the context of a "unitranche" structure
Faculty

Michael Barocas
Member
Otterbourg
Mr. Barocas specializes in the representation of institutional arrangers and lenders in connection with secured lending... | Read More
Mr. Barocas specializes in the representation of institutional arrangers and lenders in connection with secured lending transactions. For more than 25 years, he has significant experience with cross border financings, financing leveraged buyouts, intercreditor agreements, and agreements among lenders.
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David W. Morse
Member
Otterbourg
Mr. Morse represents banks, hedge funds, commercial finance companies and other institutional lenders in the... | Read More
Mr. Morse represents banks, hedge funds, commercial finance companies and other institutional lenders in the structuring and documentation of financing transactions, both domestic and cross-border facilities and including loan workouts and restructurings. He has been co-chair of the International Lending Conference sponsored by the Commercial Finance Association since its inception in 2006 and he represents the Commercial Finance Association to the United Nations Commission on International Trade Law (UNCITRAL) in its current project on secured transactions law.
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