Approximately $50 billion of second lien loans were issued between 2003 and the second quarter of 2007. A significant portion of these second lien loans were issued to borrowers who are now in, or facing, restructuring and/or bankruptcy proceedings. This teleconference will examine the strengths and potential pitfalls of first lien/second lien intercreditor agreements in such a restructuring/bankruptcy framework. Specific attention will be paid to the interpretation and enforcement of debt caps, standstill and DIP financing provisions. The teleconference will also analyze how certain courts have interpreted intercreditor provisions in the context of sales affected pursuant to Section 363 of the Bankruptcy Code. By the end of the teleconference, you will have a clear understanding of current market terms for first lien/second lien intercreditor agreements and how courts are enforcing these provisions.

Agenda

Market Overview

Intercreditor Provisions

• Debt Caps
• Standstill Provisions
• 'Loan to Own' Provisions
• Dip Financing and Use of Cash Collateral
• §363 and Other Asset Sales

Other Bankruptcy Issues

• Fraudulent Conveyance
• Reorganization Securities

Faculty

• Dana S. Armagno, Vedder Price
• Douglas J. Lipke, Vedder Price
• John T. McEnroe, Vedder Price