Merlin Entertainment
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 Indebtedness or granting of any **Permitted Collateral
"the manner in which the proceeds of enforcement of any Transaction Security created pursuant to any Transaction Security Document are distributed, provided that, for the avoidance of doubt, the incurrence of any Indebtedness or granting of any Permitted Collateral Lien which is not prohibit
"Clause 12.3 (Application of prepayments)"
"Clause 33 (Sharing among the Finance Parties)"
"in each case [of the above] other than [i] as a result of a Structural Adjustment or [ii] as required in order to give effect to":
"an Incremental Facility as set out in Clause 2.3 (Incremental Facility)"
"an Extension pursuant to Clause 40.3 (Loan Modifications)" or
Overview
Consent of each Lender required for amendments to the Senior Facilities Agreement's order of priority in the Intercreditor Agreement, waterfall provisions, 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 Collateral Liens (and related amendments), Incremental Facilities, and "Structural Adjustments"
Broad ability with Majority Lender consent to open up baskets and implement additional Permitted Collateral Liens, including increasing capacity for super senior debt
Consent of only the Majority Lenders is required for amendments to the "nature or scope" of the collateral
Unusual ability (for a European TLB) to release/amend collateral with Majority Lenders could be used to direct the Security Agent to subordinate (or release) the collateral for the benefit of a new instrument
“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 (other than as a result of an Extension or Refinancing Amendment);
retranching of any or all of the Facilities (other than as a result of an Extension or Refinancing Amendment); and
with the consent of the Super Majority Lenders (66.67%), "the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking . . . senior to . . . the Facilities (other than as a result of an Extension or Refinancing Amendment)"
The Structural Adjustments feature could move favored lenders into a separate tranche
Such feature could be used to execute an uptier with the consent of the Super Majority Lenders, or, after moving favored lenders into a separate tranche, the Borrower might be able to execute an uptier transaction as a pro rata offer to such tranche