Priming Amendments

SACRED RIGHTS CARVEOUTS ARE BROAD — HIGH LME RISK: The three principal priming pathways (Additional Facilities, Permitted Indebtedness, Permitted Structural Adjustments) are all expressly excluded fro…

SUPER MAJORITY THRESHOLD OF 80% IS CREDITOR-PROTECTIVE BUT EXCEPTIONS ARE MATERIAL: The 80% Super Majority Lenders threshold (vs. typical 66.67% in European TLB market) provides a higher bar for colla…

NARROW COLLATERAL PACKAGE COMPLICATES BUT DOES NOT PREVENT PRIMING: The Agreed Security Principles (Schedule 11) limit Transaction Security to equity pledges in subsidiaries, structural intercompany r…

STRUCTURAL ADJUSTMENT PATHWAY ENABLES UPTIER: The Structural Adjustment mechanism (Clause 41.4(a)-(b)) is particularly powerful as an LME tool. Via a Structural Adjustment Amendment Agreement, the Com…

SNOOZE/LOSE MEANINGFULLY COMPRESSES EFFECTIVE VOTING THRESHOLDS: The Obligors' Agent's ability to exclude Non Responding Lenders' commitments from the denominator (Clause 41.6) is significant in a syn…

WESCO/INCORA PROTECTION IS LIMITED: The disenfranchisement of Group members, Unrestricted Subsidiaries, and Investor Affiliates under Clauses 41.4(v) and 30 represents a basic Wesco/Incora-type blocke…

FACILITY LIENS EQUAL-AND-RATABLE: PRESENT NOMINALLY VIA ICA Cl.18.2 BUT MATERIALLY WEAKENED BY SELF-RELEASE: ICA Clause 18.2 requires that New Debt Financing security be extended to existing Secured P…

EQUAL-AND-RATABLE SELF-RELEASE IS AN LME ENABLER: The ICA Clause 1.6 Unilateral Waiver mechanism allows any Finance Party to waive its rights — including in relation to Transaction Security, Applicati…