Priming Amendments

PCL/ICA carveout creates the primary priming pathway: Clause 40.2(b)(iii)-(iv) expressly deem PCL incurrences and their associated ICA amendments 'not adverse to the interests of the Lenders,' meaning…

Unusual Majority Lender collateral power: Clause 40.2(c)(ii)(B) permits amendments to the 'nature or scope of the Charged Property' and releases of Transaction Security with MAJORITY LENDER (>50%) rat…

Non-U.S. collateral scope limits exposure but creates unencumbered headroom: Transaction Security under the Agreed Security Principles (Schedule 9) is limited to subsidiary equity, intercompany receiv…

Structural Adjustment as uptier vehicle: Cl. 40.2(a)(i)(G) permits introduction of a facility SENIOR to the existing Facilities with Super Majority consent (66.67%) in addition to the consent of Affec…

Snooze-you-lose can compress effective voting thresholds materially: 10 Business Days silence excludes Lenders from the denominator for ALL vote types including unanimity (Cl. 40.2(h)). If a significa…

Refinancing Amendment creates non-pro-rata exchange pathway: The Obligors' Agent has 'sole and absolute discretion' to select which lenders participate in a Refinancing Amendment, enabling pick-and-ch…

Facility liens self-release makes equal-and-ratable protection illusory: Section 4(c) of Schedule 16 gives the Company an unconditional, consent-free right to release ANY lien created for existing Len…

Wesco/Incora: protection is limited to affiliated/Group member disenfranchisement only — third-party activist blocking positions are not restricted. Additionally, the agreement contains an unusual inv…