Shearman & Sterling LLP
Issue link: https://digital.shearman.com/i/1494420
Amendment Debt/lien covenants: • Removes substantially all affirmative and negative covenants (arts. 8 and 9); • Removes the pari passu limitation on "any Other Intercreditor Agreement"; • Permits the intercreditor agreement that subordinates existing debt. Debt exchange/repurchase: • Removes no-EoD requirement for debt repurchases; • Removes 25% cap on Affiliated Non-Debt Fund Lenders' share post-repurchase. Litigation: Requires that litigation be brought in NY state courts only and that non-participating lenders to (i) sue only via agent at the direction of Required Lenders and (ii) post cash indemnity bond. Boardriders – Mechanics 34 Borrower executed "Open Market Purchase Agreements" with the roll-up lenders Superpriority Credit Agreement • $45m Tranche A (new money); • ~$80m Tranche B-1 ($45m new money, $35m of rolled up existing loans); • ~$286m Tranche B-2 of rolled up existing loans; • $20m new money delayed draw commitments. Intercreditor Agreement • Subordinates the non-participating lenders' loans in lien priority; • Waives non-participating lenders' ability to: • Challenge the validity of the new lien; • Enforce EoD until new debt is paid in full; • Enforce customary bankruptcy protections. • Preauthorises the borrower to subordinate the lien of the non-participating lenders to future debt of the borrower; • Includes other off-market provisions such as waiver of non-participating lenders' unsecured creditors' rights. 01 02 03 Liability Management and Refinancing Solutions in Europe