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Goldberg Kohn has extensive experience structuring, drafting, negotiating and enforcing intercreditor agreements, subordination agreements and agreements among lenders. In fact, our firm is a trailblazer in developing industry standard agreements for both an agreement among lenders (AAL) and an intercreditor agreement (ICA).

Agreements Among Lenders

Unitranche loans have become more common in the lending marketplace as borrowers seek the convenience and cost savings that come with a single secured claim that, at the same time, bifurcates various rights and remedies among lenders holding different portions of the debt. Lenders who utilize this financing benefit from Goldberg Kohn’s experience as a widely acknowledged pioneer in conceptualizing and executing AALs. As significant contributors to the Loan Syndications and Trading Association’s standard AAL form, our attorneys have been at the forefront of developing and enforcing these agreements since their inception, including employing cutting-edge strategies during workouts and bankruptcy cases.

Intercreditor Agreements

Goldberg Kohn has been at the forefront of developing first-lien/second-lien as well as split-lien ICAs for commercial finance transactions, and has been among the leading firms developing alternative forms while standardized agreements have become increasingly complex. When working on traditional ICAs, Goldberg Kohn attorneys draw upon extensive knowledge to provide the best negotiated outcome for clients. With our attorneys' exceptional client service and attention to detail, lenders trust our firm to craft the most effective agreements and reduce risk when parties are working with a shared borrower.

Our Approach

Knowing the changing needs of lenders, Goldberg Kohn’s forward-thinking approach gives clients an advantage when negotiating agreements. With deep and lasting professional relationships throughout the middle-market lending industry, firm attorneys are well-positioned to craft specialized legal solutions for clients.

Given our first-hand knowledge and understanding of the nuances of AALs and ICAs, clients trust Goldberg Kohn to:

  • Navigate the ins and outs of this ever-evolving lending.
  • Avoid potential deficiencies in documentation.
  • Educate them on the complexities that are involved with unitranche and intercreditor financing agreements.

Our Experience

Goldberg Kohn attorneys were at the forefront of designing the first ICAs for a variety of firm clients. While some firms used template documentation from subordinated debt (i.e., mezzanine) transactions, we rejected that approach and focused on the nuances of having competing liens against the same pools of collateral. In particular, our firm developed what has become market-standard bankruptcy rights provisions in form ICAs, including the model ICA developed by the American Bar Association. 

While ICAs may be considered standardized, a keen eye for slight changes within the documents or changes that are required as a result of case law development require constant attention to detail.

Many of Goldberg Kohn's clients that have their own forms of ICA have used our attorneys to either develop their base form or refine their form to meet the particularized needs of the client. Our firm has also been at the forefront of litigating the enforceability of ICAs in bankruptcy courts and other courts around the country.

Similarly, as AAL documentation was in its infancy, Goldberg Kohn was among a small group of firms nationwide that developed the templates that are now widely used in the industry. AAL documentation, however, is much less standardized than its ICA counterpart. As a result, our attorneys are called upon to identify deficiencies in documentation and to continue to press for evolution of the forms.