Junior and Senior Lenders work hard to negotiate Intercreditor Agreements. What difference does it make? Isn’t it enough to simply agree that the Junior Lender is in a junior position? This article follows a borrower, referred to as Starcomp, through key events in Starcomp’s bankruptcy proceeding and looks at the impact a detailed Intercreditor Agreement can have on the proceeding. A few themes will emerge. The Senior Lender wants the Intercreditor Agreement to enable the Senior Lender, as holder of the first lien on the assets, to protect its rights without interference from the Junior Lender and wants the Intercreditor Agreement to limit the leverage the Junior Lender would have if it had the right to object to events in the proceeding. The Junior Lender wants to protect its rights and prevent its position from eroding.