All templatesINTERCREDITOR AGREEMENT
THIS AGREEMENT is made on 1 October 2026
BETWEEN
(1) COMMERCIAL BANK OF AFRICA KENYA LIMITED (the Senior Lender)
(2) AKIBA CAPITAL PARTNERS LLP (the Mezzanine Lender)
(together the Creditors)
AND
(3) RIFT LOGISTICS PARKS LIMITED of P.O. Box 66012-00800, Nairobi (the Borrower)
RECITALS
(A) Each of the Creditors has made or agreed to make credit available to the Borrower.
(B) The Creditors and the Borrower have agreed how the Creditors' debts and security rank between them, on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, unless the context otherwise requires:
(a) Business Day means a day other than a Saturday, a Sunday or a public holiday in Kenya.
(b) Debt means all money the Borrower owes a Creditor under its facility.
(c) Enforcement Action means any step to enforce Security, to demand early repayment of a Debt, or to start insolvency proceedings against the Borrower.
(d) Secured Assets means the warehouse complex on L.R. No. 209/14455, Embakasi, and a debenture over all the Borrower's assets.
(e) Security means any charge, debenture or other security over the Secured Assets held by a Creditor.
(f) Security Documents means the documents creating the Security.
(g) Senior Lender means Commercial Bank of Africa Kenya Limited.
(h) Senior Debt means the Debt owed to the Senior Lender.
(i) Mezzanine Lender means Akiba Capital Partners LLP.
(j) Mezzanine Debt means the Debt owed to the Mezzanine Lender.
2. The Debts and the Security
2.1 The Creditors have made credit available to the Borrower as follows:
(a) Commercial Bank of Africa Kenya Limited (the Senior Lender) has made available to the Borrower a term loan of Kenya Shillings Four Hundred Million (KES 400,000,000);
(b) Akiba Capital Partners LLP (the Mezzanine Lender) has made available to the Borrower a facility of Kenya Shillings One Hundred and Twenty Million (KES 120,000,000).
2.2 Each Debt is secured over the Secured Assets, being the warehouse complex on L.R. No. 209/14455, Embakasi, and a debenture over all the Borrower's assets, as described in the Security Documents.
2.3 The Security is created by the separate Security Documents, namely the charge over the warehouse complex on L.R. No. 209/14455, Embakasi, and the debenture over all the Borrower's assets. Those Security Documents remain in full force and effect.
2.4 This Agreement governs how the Security ranks between the Creditors whatever the dates on which the Security Documents were created or registered, and whatever the Security Documents themselves provide.
3. Ranking
3.1 The priority structure is senior/junior.
3.2 The Debt and Security of the Senior Lender rank first, in priority to the Debt and Security of the Mezzanine Lender.
3.3 The Debt and Security of the Mezzanine Lender rank junior to the Debt and Security of the Senior Lender.
3.4 The ranking in this clause applies notwithstanding the order in which the Security was created or registered, and notwithstanding any provision to the contrary in any Security Document.
3.5 No Creditor shall take any step, and the Borrower shall not take any step, that alters the ranking set out in this clause, save in accordance with this Agreement.
3.6 Each Creditor shall, at the request of the Senior Lender, execute any document or do any act reasonably required to give effect to the ranking in this clause.
4. Enforcement
4.1 Enforcement Standstill. Until the Senior Debt has been paid in full, no other Creditor shall take any Enforcement Action without the prior written consent of the Senior Lender.
4.2 Senior Lender's Rights. The Senior Lender may take Enforcement Action at any time in respect of the Secured Assets, and has the conduct of any enforcement over the Secured Assets.
4.3 Notification. The Senior Lender shall notify the other Creditors promptly upon taking any Enforcement Action.
4.4 No Liability. The Senior Lender shall not be liable to any other Creditor for any act or omission in connection with the conduct of any enforcement over the Secured Assets, save in the case of its own fraud or wilful misconduct.
5. Application of Proceeds
5.1 All proceeds of any Enforcement Action are to be applied in the following order:
(a) first, in payment of the costs of the enforcement;
(b) second, in payment of the Debt owing to the Senior Lender until that Debt has been paid in full;
(c) third, in payment of each junior Debt in the order of its ranking, until that Debt has been paid in full;
(d) fourth, in payment of any balance to the Borrower or to any other person entitled to it.
Banking & Finance
Intercreditor / Negative Pledge Agreement template (Kenya)
What it is for
A sample Intercreditor / Negative Pledge Agreement for use in Kenya, drafted under the Law of Contract Act Cap 23 and the Insolvency Act 2015.
The Kenyan law it follows
- Law of Contract Act Cap 23
- Insolvency Act 2015 — secured creditor priority
- Companies Act 2015
Who prepares it
This is normally drawn by an advocate, and where it is a court paper, filed by one. The sample shows what the finished document looks like.
Draft this for your matter
Advocates draft this on Lex from their own facts and download it in Word. If you need one prepared for you, find an advocate.
Sample intercreditor / negative pledge agreement
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This is a sample for general information. It is not legal advice and may not suit your situation. Laws change, and a document has to fit your own facts; have an advocate check it before you rely on it.