Ammega Group
Priming AmendmentsSenior Facilities Agreement
Priming Amendments / Pro Rata Sharing / Waterfall Protection
SFA
Without the consent of each Lender, no amendment or waiver shall have "the effect of changing or which relates to":
"the order of priority or subordination under the Intercreditor Agreement in a manner adverse to the interests of the Lenders (taken as a whole) under the Finance Documents, provided that, for the avoidance of doubt, the incurrence of any Additional Facility or Permitted Indebtedness w
"Clause 34 (Sharing among the Finance Parties)"
"in each case [of the above] other than as required in order to give effect to":
"an Additional Facility as set out in Clause 2.2 (Additional Facilities)"
"Permitted Indebtedness which is not prohibited by this Agreement" or
"a Permitted Structural Adjustment pursuant to Clause 41.4 (Structural Adjustments)"
Overview
Consent of each Lender required for amendments to the Senior Facilities Agreement's order of priority in the Intercreditor Agreement and pro rata sharing provision (Clause 34)
Such sacred rights expressly apply to other amendments that (x) relate to such provisions or (y) have the effect of changing such provisions
Such sacred rights expressly exclude Additional Facilities, Permitted Indebtedness, and "Permitted Structural Adjustments" — the three primary priming pathways — all of which are deemed not adverse to the interests of the Lenders
Broad ability to incur new secured debt as an Additional Facility or Permitted Indebtedness without triggering all-lender consent; no existing Finance Party has any obligation or right to participate — the Borrower may offer on a fully selective basis
Consent of Super Majority Lenders (80% — notably higher than the typical European TLB threshold of 66.67%) is required for amendments to the "nature or scope" of the collateral and enforcement proceeds distribution waterfall
However, this 80% Super Majority requirement is entirely bypassed for Additional Facility, New Debt Financing, and Permitted Structural Adjustment implementations — the Security Agent is irrevocably authorised to implement without any further Secured Party consent
“Structural Adjustments”
The Senior Facilities Agreement allows "Structural Adjustments" with only the consent of the participating Lenders, to make certain changes, including:
changes to payment dates (or extension of availability or redenomination of any amount) under the Finance Documents;
re-tranching of any or all of the Facilities (other than as already contemplated by this Agreement); and
"the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking pari passu with or junior to any of the Facilities" — note: introduction of a facility ranking senior to the Facilities requires the consent of each Lender (not just Super Majority Len
The Structural Adjustments feature could move favored lenders into a separate tranche with preferential economics — non-participating lenders remain in the original tranche on original terms with no majority vote required; a Lender may also re-designate its commitment to a new tranche with the conse
Such feature could be used to execute an uptier transaction: favored lenders retranch into a new pari passu class via Structural Adjustment (participating-lender consent only), followed by a separate Additional Facility for the participating group (no existing lender consent required) — creating sub