Priming Amendments

BROAD SACRED RIGHTS CARVEOUTS — HIGH LME RISK: The all-lender consent requirement in Clause 41.2 is expressly carved out for Permitted Structural Adjustments, Additional Facilities, and Permitted Alte…

NON-STANDARD VOTING THRESHOLDS — MIXED SIGNAL: 'Majority Lenders' is defined at 66⅔% (not the standard European TLB >50%), and 'Super Majority Lenders' at 80% (not the standard 66.67%). The higher def…

COLLATERAL SCOPE AMENDMENT AT 80% (NOT 100%): Nature/scope of the Charged Property can be amended with Super Majority (80%) consent under Clause 41.3(a)(ii), NOT all-lender consent. Moreover, Clause 4…

STRUCTURAL ADJUSTMENTS AS UPTIER ENABLER: The combination of (a) participating-lender-only consent for Structural Adjustments (Clause 41.4(a)); (b) the ability to re-tranche Facilities and introduce n…

SNOOZE/LOSE COMPRESSES EFFECTIVE CONSENT THRESHOLDS: The 10-business-day snooze/lose (Clause 41.6) dramatically compresses the time available for non-consenting lenders to organize opposition. Combine…

WESCO/INCORA PROTECTION — PRESENT BUT LIMITED/INEFFECTIVE: Clause 30.1(h)(iii)-(iv) disenfranchises Group/Sponsor Affiliates who acquire term loan participations (votes zeroed, not a Lender for 41.2 p…

FACILITY LIENS EQUAL-AND-RATABLE — ABSENT, PCL SUPER SENIOR BASKET IS THE OPERATIVE PRIMING MECHANISM: Unlike US covenant-lite structures with equal-and-ratable facility liens, this Agreement uses the…

PCL SUPER SENIOR — SELF-EXECUTING PRIMING WITHOUT LENDER CONSENT: The most acute priming risk is that the Company can — today, without any lender consent — incur up to $225M of super senior credit fac…