US and English law intercreditor agreements appear very different at first glance. Many English law intercreditor agreements, whether used for transactions involving English companies or continental European companies, are based on the LMA precedent intercreditor agreement produced by the Loan Markets Association. This agreement is prepared for a leveraged transaction involving senior and mezzanine debt, and so requires substantial modification for use in a high-yield bond deal. In the US, banks and law firms tend to use their own intercreditor agreement precedents, which vary in style and substance.
The American Bar Association has published a model form of intercreditor agreement for first and second lien transactions, but this is significantly different from the forms of agreement that have become widely accepted and understood by the main stakeholders in the US finance and acquisition markets. It is rarely used as the starting precedent in large financings.
Intercreditor agreements for European deals...