{"ok":true,"canonical_url":"https://dealroom.so/glossary/intercreditor-agreement","api_url":"https://dealroom.so/api/public/glossary/intercreditor-agreement","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"intercreditor-agreement","term":"Intercreditor Agreement","group":"People and paperwork","definition":"A contract between two or more creditors outlining their respective rights and priorities concerning a common borrower and shared collateral. It determines who gets paid first if the business defaults.","what_it_means":"In an SBA 7(a) deal, an intercreditor agreement is crucial if there's a seller note or other subordinated debt alongside the SBA loan. It formally establishes the SBA lender's first lien position and the terms under which other creditors can be repaid, often involving standby provisions.","url":"https://dealroom.so/glossary/intercreditor-agreement","official_sources":[{"slug":"sop-50-10","title":"SOP 50 10 — Lender and Development Company Loan Programs","official_url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs","official_label":"View on SBA.gov","authority_tier":2,"publisher":"U.S. Small Business Administration","source_guide_url":"https://dealroom.so/sba-7a/sources/sop-50-10"},{"slug":"13-cfr-part-120","title":"13 CFR Part 120 — Business Loans","official_url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120","official_label":"View on eCFR","authority_tier":1,"publisher":"Office of the Federal Register","source_guide_url":"https://dealroom.so/sba-7a/sources/13-cfr-part-120"}],"related":[{"slug":"seller-note","term":"Seller note","url":"https://dealroom.so/glossary/seller-note"},{"slug":"subordinated-debt","term":"Subordinated Debt","url":"https://dealroom.so/glossary/subordinated-debt"},{"slug":"standby-agreement","term":"Standby agreement","url":"https://dealroom.so/glossary/standby-agreement"},{"slug":"lien-priority","term":"Lien priority","url":"https://dealroom.so/glossary/lien-priority"}],"related_questions":[{"question":"When is an intercreditor agreement required between a 7(a) lender and another secured creditor for an SBA loan?","url":"https://dealroom.so/for-lenders/questions/when-is-an-intercreditor-agreement-required-between-a-7-a-lender-and-another-secured-credi"},{"question":"How does the purchase agreement structure affect an SBA partner buyout?","url":"https://dealroom.so/sba-7a/questions/how-does-the-purchase-agreement-structure-affect-an-sba-partner-buyout"},{"question":"How does an operating agreement impact an SBA partner buyout loan?","url":"https://dealroom.so/sba-7a/questions/how-does-an-operating-agreement-impact-an-sba-partner-buyout-loan"},{"question":"What happens if the seller terminates the purchase agreement mid-process?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process"},{"question":"What are the specific conditions for an acceptable full standby agreement?","url":"https://dealroom.so/for-lenders/questions/what-are-the-specific-conditions-for-an-acceptable-full-standby-agreement"},{"question":"What if a franchise agreement contains provisions for indemnification that concern the SBA?","url":"https://dealroom.so/for-lenders/questions/what-if-a-franchise-agreement-contains-provisions-for-indemnification-that-concern-the-sba"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Intercreditor Agreement","url":"https://dealroom.so/glossary/intercreditor-agreement","source_type":"DealRoom Data"}}