Archroma
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 implementation of any Permitted Structural Adjustment, establishment of
"the penultimate paragraph of the definition of 'Permitted Collateral Liens' in Schedule 18" (the provision permitting super senior ranking, priority or subordination for credit facilities up to the greater of $225,000,000 and 94% of Consolidated EBITDA, and for Hedging Obligations)
"Clause 34 (Sharing among the Finance Parties)"
"in each case [of the above] other than as required in order to give effect to":
any amendment, waiver, consent or release required to implement or reflect any Permitted Structural Adjustment;
any Additional Facility established pursuant to Clause 2.2 (no existing Finance Party consent required other than the relevant Additional Facility Lenders); or
any Permitted Alternative Debt (no existing Finance Party consent required other than the persons providing such debt)
Overview
Consent of each Lender required for amendments to the Senior Facilities Agreement's order of priority in the Intercreditor Agreement, the super senior basket size in the Permitted Collateral Liens definition, and pro rata sharing provision
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 Permitted Structural Adjustments, Additional Facilities (Clause 2.2), and Permitted Alternative Debt — all of which require zero existing Finance Party consent and are self-executing priming mechanisms
**PCL super senior basket cap (greater of $225M and 94% of EBITDA) is itself a protected provision — but incurrence within the existing $225M cap via the Additional Facility mechanism requires no existing lender consent, representing a pre-authorized priming pathway of approximately 19% of Total Com
"Majority Lenders" defined at >66⅔% and "Super Majority Lenders" at 80% — both materially above standard European TLB conventions (>50% / 66.67%); however, the nominally higher thresholds are bypassed entirely by the zero-consent Additional Facility and Permitted Alternative Debt mechanisms
Consent of Super Majority Lenders (80%) required for amendments to the "nature or scope" of the Charged Property (collateral)
“Structural Adjustments”
The Senior Facilities Agreement allows "Structural Adjustments" with only the consent of the participating Lenders (and the Company), to make certain changes, including:
extension to availability periods or changes to payment dates, or redenomination of any amount;
re-tranching of any or all of the Facilities; and
"the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking . . . pari passu with or junior to . . . the Facilities" (with the additional consent of Majority Lenders (>66⅔%) if such Structural Adjustment increases Total Commitments or reduces t
The Structural Adjustments feature enables re-tranching of consenting lenders into a new pari passu tranche with participating-lender consent only — creating the structural separation required for selective treatment of cooperating versus non-cooperating lenders in an uptier transaction
Such feature, combined with the zero-consent Additional Facility mechanism (which can introduce super senior debt within the $225M PCL basket ranking ahead of 1L Term Loans), represents a two-step priming pathway: (1) retranch consenting lenders via Structural Adjustment; (2) introduce a super s