
Contents
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5.1 Introduction 5.1 Introduction
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5.1.1 Waivers—temporary fixes 5.1.1 Waivers—temporary fixes
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5.1.2 Amendments—short- or long-term fixes 5.1.2 Amendments—short- or long-term fixes
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5.1.3 Standstills—contractual or mandatory (eg, chapter 11, administration) 5.1.3 Standstills—contractual or mandatory (eg, chapter 11, administration)
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5.1.4 Legal considerations 5.1.4 Legal considerations
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5.2 Voting requirements 5.2 Voting requirements
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5.2.1 Unanimous/super majority matters 5.2.1 Unanimous/super majority matters
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5.2.2 Majority lender/holder matters 5.2.2 Majority lender/holder matters
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5.2.3 Negative control 5.2.3 Negative control
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5.2.4 Disenfranchisement of certain debt holders 5.2.4 Disenfranchisement of certain debt holders
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5.3 Dealing with hold-outs 5.3 Dealing with hold-outs
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5.3.1 Snooze and lose 5.3.1 Snooze and lose
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5.3.2 Yank the bank 5.3.2 Yank the bank
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5.3.3 Forward starts 5.3.3 Forward starts
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5.4 Process—how to obtain waivers and amendments 5.4 Process—how to obtain waivers and amendments
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5.4.1 Syndicated loans UK/US 5.4.1 Syndicated loans UK/US
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5.4.1.1 Participations 5.4.1.1 Participations
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5.4.2 Bonds 5.4.2 Bonds
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5.4.2.1 Eurobond meetings 5.4.2.1 Eurobond meetings
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5.4.2.2 Consent solicitations and exchange offers 5.4.2.2 Consent solicitations and exchange offers
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5.4.3 Fees 5.4.3 Fees
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5.5 Effect of intercreditor agreements on waivers, amendments, and standstills 5.5 Effect of intercreditor agreements on waivers, amendments, and standstills
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5.5.1 Intercreditor agreements generally 5.5.1 Intercreditor agreements generally
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5.5.2 Effect of waivers and amendments on other tranches of debt 5.5.2 Effect of waivers and amendments on other tranches of debt
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5.5.3 Cross-defaults and standstills 5.5.3 Cross-defaults and standstills
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5.5.4 Refinancings 5.5.4 Refinancings
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5.5.5 Voting percentages 5.5.5 Voting percentages
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5.5.6 Effect of intercreditor agreements on waivers, amendments, and standstills in a bankruptcy context 5.5.6 Effect of intercreditor agreements on waivers, amendments, and standstills in a bankruptcy context
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5.6 Make-whole provisions 5.6 Make-whole provisions
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5 Arriving at a Compromise with, and identifying Key Stakeholders: Waivers, Amendments and Standstills, Participations, Debt Buy-backs, Intercreditor Agreements, and Make-Whole Provisions
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Published:March 2017
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Abstract
In the context of a book on the law and practice of restructuring, waivers, amendments, and standstills are generally the paths of least resistance and, if no further procedures need to be pursued to reach the desired resolution, should be the preferred route to a successful consensual restructuring. They are the keyhole surgery alternatives to the more radical procedures discussed elsewhere in this work. For some companies they will be all that is required to enable a return to full health. For others, amendments, waivers, and standstills will be just a triage technique; a method of putting off or stabilizing the patient before the deep cuts needed can be made.
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