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The Intercreditor Deed is essential in complex financing transactions where multiple creditors provide different types of debt to a single debtor or group of debtors. This document becomes particularly important in New Zealand financing transactions involving senior debt, mezzanine financing, working capital facilities, or subordinated debt. The deed ensures orderly coordination between creditors by establishing clear priorities, payment hierarchies, and enforcement procedures. It addresses crucial aspects such as payment blockages, turnover provisions, and standstill arrangements, all while ensuring compliance with New Zealand's legal framework, including the Personal Property Securities Act 1999 and Companies Act 1993. The Intercreditor Deed is particularly vital in scenarios involving corporate restructuring, project finance, or significant corporate lending where multiple creditor interests need to be balanced and protected.

1. Parties: Identifies all parties to the deed including senior creditors, junior creditors, security trustee (if any), and the debtor

2. Background: Sets out the context of the financing arrangements and purpose of the intercreditor deed

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Ranking and Priority: Establishes the priority ranking between different classes of creditors

5. Payment Provisions: Details the payment waterfall and how proceeds are to be distributed

6. Turnover Provisions: Requires junior creditors to turn over certain payments received in breach of priority

7. Payment Blockage: Circumstances in which payments to junior creditors can be blocked

8. Enforcement: Rights and limitations on enforcement actions by different creditor classes

9. Security Provisions: Provisions relating to shared security and its enforcement

10. Standstill Provisions: Restrictions on junior creditors taking enforcement action

11. Application of Proceeds: How proceeds from enforcement or insolvency are to be distributed

12. Changes to Parties: Process for transfers and assignments of rights under the deed

13. Protection of Security Trustee: Provisions regarding the role, rights and protections of the security trustee

14. Notices: Requirements for giving notices under the deed

15. General Provisions: Standard boilerplate provisions including amendments, governing law, etc.