October 18, 2021 – The Court hearing the LATAM Airlines Group S.A cases issued an order authorizing the Debtors to access $750.0mn of Tranche B debtor-in-possession (“DIP”) financing on a final basis [Docket No. 3378]. The financing is to be provided by Oaktree Capital Management, L.P and Apollo Management Holdings, L.P. (NB: Oaktree and Apollo are already DIP Lenders of record in respect of approximately 97% of Tranche A).

Tranche B is the third tranche contemplated by the Debtors’ September 29, 2020 DIP Credit Agreement (conformed version of the agreement reflecting the agreed Tranche B is filed at p154 of the order), with access to Tranche A ($1.3bn) and Tranche C ($1.15bn) approved on a final basis by a September 18, 2020 order [Docket No. 1091]. 

The idea in respect of Tranche B was to lock in access to the $2.45bn provided by Tranches A and C while providing the Debtors with the flexibility to profit from attractive terms should changes in the market make improved financing possible…which they have. 

How much cheaper is the Tranche B financing? A lot. 

Leaving aside the expensive PIK-ing Tranche C (Adjusted LIBO, ie 1%, plus 15% PLUS the frothy fees noted below) and comparing Tranche B against Tranche A (remembering that Oaktree and Apollo would be lending 97% of whatever is borrowed under Tranche A), we see that Tranche B is 2.75% cheaper in respect of borrowings where interest is paid in cash and 3.5% where interest is paid in kind (and that is before we add another .25% because the Adjusted LIBO Rate is that much cheaper for Tranche B than Tranche A).

Interest Rate by Tranche (definitions follow below):

• Tranche A Loans: Rate per annum equal to (A) during each Interest Period applicable thereto, the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing, plus the Applicable Margin or (B) the Adjusted LIBO Rate plus the Applicable Margin per annum payable in kind.
• Tranche B Loans: each Tranche B Loan shall bear interest (x) to the extent such Tranche B Loan is an Eurodollar Tranche B Loan, at a rate per
  annum equal to (A) for each Interest Period applicable thereto for which the Borrower elects to pay in cash, the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing, plus the Tranche B Applicable Margin per annum payable in cash or (B) for each Interest Period applicable thereto for which the Borrower elects to pay in kind, the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing, plus the Tranche B Applicable Margin per annum payable in kind, and (y) to the extent such Tranche B Loan is an ABR Tranche B Loan, at a rate per annum equal to (A) to the extent the Borrower elects to pay interest in cash, the Alternate Base Rate plus the Tranche B Applicable Margin per annum payable in cash and (B) to the extent the Borrower elects to pay interest in kind, the Alternate Base Rate plus the Tranche B Applicable Margin per annum payable in kind; provided that, for any payments made in kind, such amounts shall be added to the outstanding principal amount of the related Tranche B Loans and amounts so added shall thereafter be deemed to be a part of the aggregate principal amount of such Tranche B Loans for all purposes hereof and shall be payable on the Maturity Date (or the date of repayment or prepayment in full of the Tranche B Loans if earlier).
• Tranche C Loans: each Tranche C Loan shall bear interest during each Interest Period applicable thereto at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing plus 15%, payable in kind.

Definitions

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the greater of (i) the LIBO Rate in effect for such Interest Period divided by one minus the Statutory Reserves applicable to such Eurodollar Borrowing, if any, and (ii) (x) with respect to any Tranche A Loans, 0.50%, (y) with respect to any Tranche B Loans, 0.25% and (z) with respect to any Tranche C Loans, 1.00%.

“Alternate Base Rate” shall mean, at any time, the highest of (i) the Prime Rate, (ii) 1/2 of 1.00% in excess of the overnight Federal Funds Effective Rate at such time and (iii) the LIBOR Quoted Rate as determined for an interest period of one month plus 1.00%. Any change in the Alternate Base Rate due to a change in the Federal Funds Effective Rate, the Prime Rate or the LIBOR Quoted Rate will be effective on the effective date of such change in the Federal Funds Effective Rate, the Prime Rate or the LIBOR Quoted Rate, as the case may be.

“Applicable Margin” shall mean with respect to Tranche A Loans, (i) for Tranche A Loans paid in cash, (a) with respect to a Eurodollar Borrowing, 9.75%, and (b) with respect to an ABR Borrowing, 8.75% and (ii) for Tranche A Loans paid in kind, (a) with respect to a Eurodollar Borrowing, 11.00%, and (b) with respect to an ABR Borrowing, 10.00%.

“Tranche B Applicable Margin” shall mean with respect to Tranche B Loans, (i) for Tranche B Loans paid in cash, (a) with respect to a Eurodollar Borrowing, 7.00%, and (b) with respect to an ABR Borrowing, 6.00% and (ii) for Tranche B Loans paid in kind, (a) with respect to a Eurodollar Borrowing, 7.50%, and (b) with respect to an ABR Borrowing, 6.50%.

Fees

In respect of fees, Oaktree and Apollo are making sure that they are not losing out in respect of amounts that they may now be lending from Tranche B instead of Tranche A. Tranche B does have a lower "Yield-Enhancement Payment' and, if repayment occurs sooner rather than later, a significantly reduced "Back-end Fee," so in addition to considerably lower interest, Tranche B also provides for the possibility of a considerably improved fee structure.

Tranche A

• Tranche A Back-end Fee: 0.75% of such Tranche A Lender’s drawn and undrawn Tranche A Commitments 
• The Tranche A Undrawn Commitment Fees: 0.50% per annum
• Tranche A Yield-Enhancement Payment. 2.0% 
• Tranche A Extension Fee. 1% should maturity date go beyond June 30, 2022

Tranche B

• Tranche B Back-end Fee: Ranges from 0%, if such repayment or prepayment occurs on or prior to April 8, 2022…to 1% if repayment occurs after June 30, 2022
• The Tranche B Undrawn Commitment Fees: 0.50% per annum
• Tranche B Yield-Enhancement Payment: 0.6%
• Tranche B Extension Fee: 1% should maturity date go beyond June 30, 2022

 Tranche C

• The Tranche C Exit Fee: 3.0% of the amount equal to the principal amount outstanding of all Tranche C Loans
• The Tranche C Maturity Date Fee: 6.0% of the amount equal to the sum of (x) the principal amount outstanding of all Tranche C Loans and (y) the Tranche C Exit Fee
• Tranche C Closing Fee: 2%
• The Tranche C Undrawn Commitment Fees: 0.50% per annu

Summary of Tranche B

In a declaration in support of the Tranche B financing, the Debtors’ CFO Ramiro Alfonsín Balza provides: “Although $800 million remains undrawn under the Tranche A and Tranche C DIP Facilities pursuant to the DIP Credit Agreement, the Debtors recently explored the opportunity to obtain a lower-cost source of borrowing under the Tranche B structure, given current market conditions that are favorable to borrowers. As a result of that process and negotiations with potential lenders, the Debtors have a secured a proposal for the Tranche B Facility in an aggregate principal amount of $750 million, provided by Oaktree Capital Management, L.P…and Apollo Management Holdings, L.P… Approval of the Tranche B DIP Facility will allow the Debtors to obtain a lower-cost  source of borrowing than under the Tranche A DIP Facility or Tranche C DIP Facility. In order to obtain the benefit of this lower-cost borrowing option, the Tranche B loan needs to be approved and the approval order must be recognized by local courts by no later than early November 2021, the latest time to make the next draw under the DIP Facility.

The Tranche B DIP Facility will be beneficial not only to the Debtors but also to LATAM as a whole, because it allows the Debtors to borrow at a lower cost than under the existing Tranche A and C  DIP Facilities without risking a delay of the Chapter 11 Cases. The amendment to the DIP Credit Agreement that permits the Tranche B DIP Facility also provides additional potential benefits to the Debtors, including the consent of the Tranche A Lenders and the Tranche B Lenders to extend the maturity date at LATAM Parent’s option up to June 30, 2022."

The motion [Docket No. 3243] explains, “Through this Motion, LATAM seeks approval of the final tranche in the DIP Credit Agreement a Tranche B loan of $750 million—that will provide LATAM less costly access to financing during these Chapter 11 Cases and will further its continued ability to pay its ordinary course operating expenses, to finance these Chapter 11 Cases and, ultimately, to provide it with an opportunity to restructure its debts and successfully reorganize.

On September 19, 2020, following an evidentiary hearing and related proceedings, the Court issued an order approving a secured superpriority multi-draw term loan facility for new money financing (as defined in the Tranche A/C Final DIP Order, the ‘DIP Facility,’ as set forth in that certain Super-Priority Debtor-In-Possession Term Loan Agreement, dated as of September 29, 2020 and amended by that certain First Amendment (the ‘First Amendment’), dated as of October 9, 2020, further amended by that certain Second Amendment (the ‘Second Amendment’), dated as of August 2, 2021 and further amended by that certain Third Amendment (the ‘Third Amendment’), dated as of September 7, 2021 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, including with respect to the Tranche B Amendment, the ‘DIP Credit Agreement’)^FN.

^FN: See Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing, and (B) Grant Superpriority Administrative Expense Claims, and (II) Granting Related Relief, ECF No. 1091 (as amended by ECF No. 1454, the ‘Tranche A/C Final DIP Order’). Capitalized terms used by not defined herein shall have the meaning ascribed to them in the DIP Credit Agreement.

In broad terms, the DIP Credit Agreement contemplates three tranches of financing: (i) up to $1.3 billion under a secured Tranche A facility (the ‘Tranche A DIP Facility’ provided by the ‘Tranche A DIP Lender’); (ii) up to $750 million under a secured Tranche B facility (the ‘Tranche B DIP Facility’); and (iii) up to $1.15 billion under a secured Tranche C facility (the ‘Tranche C DIP Facility’ provided by the ‘Tranche C Lenders’). The Tranche A/C Final DIP Order approved the Debtors’ ability to borrow under the Tranche A DIP Facility and the Tranche C DIP Facility, leaving the Debtors the flexibility to seek at a later date commitments from interested parties to fund the Tranche B DIP Facility, subject to approval by the Court.

Although $800 million remains undrawn under the Tranche A and Tranche C DIP Facilities pursuant to the DIP Credit Agreement, the Debtors recently explored the opportunity to obtain a lower-cost source of borrowing under the Tranche B structure, given current market conditions that are favorable to borrowers. As a result of that process and negotiations with potential lenders, the Debtors have a secured a proposal for the Tranche B Facility in an aggregate principal amount of $750 million, provided by Oaktree Capital Management, L.P (‘OCM’ and, together with such funds, accounts and entities advised by OCM and its affiliates, ‘Oaktree’) and Apollo Management Holdings, L.P. (‘AMH’ and, together with such funds, accounts and entities advised by AMH and its affiliates, ‘Apollo’ and together with Oaktree, the ‘Tranche B Lenders’ and together with the Tranche A Lenders and the Tranche C Lenders, the ‘DIP Lenders’ and the DIP Lenders together with the DIP Agents, the ‘DIP Secured Parties’).

At this time, the Debtors seek authorization to enter into that certain Fourth Amendment to the DIP Credit Agreement, attached hereto as Exhibit B (the ‘Tranche B Amendment’) and obtain the Tranche B DIP Commitment under the terms of the DIP Credit Agreement (as has been and may be further amended, restated or otherwise modified from time to time in accordance with the terms thereof, together with the Tranche A/C Final DIP Order, the Tranche B Final DIP Order and all agreements, documents, schedules and instruments delivered or executed in connection therewith, the ‘DIP Loan Documents’)^FN.  

As set forth below, the terms of the proposed Tranche B DIP Facility allow the Debtors to access up to $750 million in liquidity on terms more favorable than would be available via further draws on the Tranche A DIP Facility or Tranche C DIP Facility, given the improved market conditions since execution of the initial DIP Credit Agreement.”

^FN: A conformed draft of the DIP Credit Agreement reflecting the First Amendment, the Second Amendment, the Third Amendment and the Tranche B Amendment is attached as Exhibit A to the Tranche B Amendment.

Key Terms of the Tranche B DIP Facility:

• Borrower: LATAM Airlines Group S.A.
• Guarantors: Each of the Debtors other than the Borrower.
• Tranche B Lenders: Oaktree Capital Management, L.P. and/or such funds, accounts and entities advised by OCM and its affiliates. Apollo Management Holdings, L.P. and/or such funds, accounts and entities advised by AMH and its affiliates.
• DIP Agents: 

1. Bank of Utah, as Administrative Agent and Collateral Agent.
2. Banco Santander Chile as Chile Local Collateral Agent.
3. TMF Brasil Administração e Gestão de Ativos Ltda. as the Brazil Local Collateral Agent.
4. TMF Colombia Ltda. as the Colombia Local Collateral Agent
5. TMFEcuador, S.A.as the Ecuador Local Collateral Agent.
6. Fiduperú S.A. Sociedad Fiduciaria as the Peru Local Collateral Agent.

• Borrowing Limits: Entire DIP Facility shall be up to $3.2bn. Tranche B DIP Facility: Up to $750.0mn.
• Interest Rate: At the Borrower’s option, each Tranche B Loan shall bear interest (x) to the extent such Tranche B Loan is an Eurodollar Tranche B Loan, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to (A) for each Interest Period applicable thereto for which the Borrower elects to pay in cash, the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing, plus the Tranche B Applicable Margin per annum payable in cash or (B) for each Interest Period applicable thereto for which the Borrower elects to pay in kind, the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing, plus the Tranche B Applicable Margin per annum payable in kind, and (y) to the extent such Tranche B Loan is an ABR Tranche B Loan, at a rate per annum equal to (A) to the extent the Borrower elects to pay interest in cash, the Alternate Base Rate plus the Tranche B Applicable Margin per annum payable in cash and (B) to the extent the Borrower elects to pay interest in kind, the Alternate Base Rate plus the Tranche B Applicable Margin per annum payable in kind; provided that, for any payments made in kind, such amounts shall be added to the outstanding principal amount of the related Tranche B Loans and amounts so added shall thereafter be deemed to be a part of the aggregate principal amount of such Tranche B Loans for all purposes hereof and shall be payable on the Maturity Date (or the date of repayment or prepayment in full of the Tranche B Loans if earlier).

“Tranche B Applicable Margin” shall mean with respect to Tranche B Loans, (i) for Tranche B Loans paid in cash, (a) with respect to a Eurodollar Borrowing, 7.00%, and (b) with respect to an ABR Borrowing, 6.00% and (ii) for Tranche B Loans paid in kind, (a) with respect to a Eurodollar Borrowing, 7.50%, and (b) with respect to an ABR Borrowing, 6.50%.

• Use of DIP Proceeds: The Borrower shall use the proceeds from each DIP Loan (the “DIP Loan Proceeds”) and Cash Collateral only (i) for working capital and general corporate purposes of the Obligors and as otherwise permitted; (ii) for payment of Affiliate Costs and Expenses, (iii) for contributing equity to Affiliates in order to avoid their liquidation for having negative net equity, subject to the limitations set forth in Section 7.11 of the DIP Credit Agreement; (iv) to pay interest, premiums, fees and expenses payable to the DIP Lenders and the Agents as provided under the DIP Loan Documents and the Final DIP Order, including, but not limited to, Section 11.04 of the DIP Credit Agreement; (v) for provision of cash collateralization for Pre-Petition Letters of Credit, as provided in the DIP Credit Agreement; (vi) for provision of cash collateralization for Post-Petition Letters of Credit, as provided in the DIP Credit Agreement; (vii) to pay restructuring costs and Professional Fees of the Obligors, and fund the Carve-Out Account (as defined in the DIP Credit Agreement) in accordance with the terms of the Final DIP Order; (viii) to make adequate protection payments, if any, as approved by the Court, provided that such payments are included in the DIP Budget; (ix) to facilitate a Qualified Sale Leaseback Transaction (as defined in the DIP Credit Agreement); and (x) for any other purpose approved by the Bankruptcy Court in the Final DIP Order or other orders of the Bankruptcy Court not inconsistent with the terms of the DIP Credit Agreement.
• Expenses and Fees: 
• Tranche B Back-end Fee: On the repayment or prepayment in full of the Tranche B Loans on the Maturity Date or otherwise, the Borrower shall pay the Tranche B Lenders a fee equal to (x) the relevant percentage identified below multiplied by (y) the aggregate of such Tranche B Lender’s drawn and undrawn Tranche B Commitments (the “Tranche B Backend Fee”). The relevant percentage used in subclause (x) in the preceding sentence shall be as follows:

1. 0%, if such repayment or prepayment occurs on or prior to April 8, 2022;
2. 0.5%, if such repayment or prepayment occurs after April 8, 2022, but on or prior to April 30, 2022;
3. 0.8%, if such repayment or prepayment occurs after April 30, 2022, but on or prior to June 30, 2022; and
4. 1.0%, if such repayment or prepayment occurs after June 30, 2022.

• The Tranche B Undrawn Commitment Fee: The Borrower agrees to pay the Administrative Agent for the ratable account of each Tranche B Lender a fee in cash calculated on a daily basis at a rate per annum equal to 0.50% on the daily unused Tranche B Commitment of such Tranche B Lender (the “Tranche B Undrawn Commitment Fee”) accruing commencing on the Tranche B Closing Date and due and payable in arrears on the last Business Day of each calendar quarter of each year until the Maturity Date, in each case, with respect to all amounts accrued to such date. For the avoidance of doubt, if the full amount of the Tranche B Loans are not repaid on the Maturity Date and any Tranche B Commitment remains undrawn, the determination of the Tranche B Undrawn Commitment Fee will continue until such time as all such amounts have been repaid or prepaid in full, provided that, in all cases, upon the funding in full of the Tranche B Commitments, no Tranche B Undrawn Commitment Fee will continue to accrue.
• Tranche B Yield-Enhancement Payment: On the Tranche B Closing Date, the Borrower shall pay to the Administrative Agent, for the account of each Tranche B Lender, a fee in cash equal to 0.6% of such Tranche B Lender’s Tranche B Commitment.
• The Extension Fee: On the date of the extension of the Initial Scheduled Maturity Date beyond June 30, 2022, the Borrower shall pay to the Administrative Agent for the account of each Tranche A Lender and each Tranche B Lender a fee in cash equal to 1.0% of the sum of such Tranche A Lenders’ Tranche A Loans and Tranche A Commitments and such Tranche B Lenders’ Tranche B Loans and Tranche B Commitments (the “Extension Fee”).
• Local Collateral Agent Fees: The Borrower shall pay to the Local Collateral Agents fees set forth in that certain fee letter dated the Closing Date among the Borrower and the Local Collateral Agents relating to the collateral coverage of the Tranche B Facility.
• Expenses: The Obligors agree to pay on demand (i) all reasonable out-of-pocket fees, costs and expenses of each of the Tranche B Initial Lenders and each Agent in connection with the preparation, execution, delivery of the DIP Loan Documents (including, without limitation, all due diligence, collateral review, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses), including (x) the reasonable and documented fees and expenses of one primary counsel, one local law counsel in each relevant local jurisdiction and a single firm of regulatory counsel in each relevant jurisdiction for each of the Tranche B Initial Lenders and one documentation counsel for the Tranche B Initial Lenders collectively, and (y) the reasonable fees and expenses of each Agent, in each case with respect thereto, and (ii) all reasonable out-of-pocket fees, costs and expenses of each Agent (including reasonable and documented fees and expenses of counsel to such Agent) and the reasonable and documented fees and expenses of one primary counsel, one local law counsel in each relevant local jurisdiction and a single firm of regulatory counsel in each relevant jurisdiction, for each of the Tranche B Initial Lenders, in connection with participating and monitoring the Chapter 11 Cases solely in their capacity as DIP Lenders, the administration, modification and amendment of, or any consent or waiver under, the DIP Loan Documents and the other documents to be delivered hereunder and with respect to advising the Tranche B Lenders and each Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the DIP Loan Documents, with respect to negotiations with the Obligors or with other creditors of the Obligors or any of their Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto (provided, that with respect to the Tranche B Initial Lenders such fees shall not be limited by number of counsel but by the proviso at the end of this sentence) and (iii) all costs and expenses of each Agent and each Tranche B Lender in connection with the enforcement of the DIP Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency, workout or restructuring or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable and documented fees and expenses of counsel for each Agent and each Tranche B Lender with respect thereto); provided with respect to the Tranche B Lenders, the Obligors shall only be required to pay the fees, costs and expenses, set forth in Section 11.04(a) of the DIP Credit Agreement, including reasonable and documented fees and expenses incurred by legal counsel and financial advisors, up to $400,000 in the aggregate; it being understood and agreed that such cap in the foregoing clause, shall not be applicable to reasonable out-of-pocket fees, costs and expenses of the each of the Tranche B Lenders arising out of, or related to, any Default or any events or circumstances that may give rise to a Default (including actions taken by any Tranche B Lender (or counsel to any Tranche B Lender at such Tranche B Lender’s direction) in anticipation thereof or in response thereto). All payments or reimbursements pursuant to the foregoing clause (a)(i) of the DIP Credit Agreement shall be paid within five (5) Business Days after the applicable Review Period (as defined in the Final DIP Order). Payment of such fees, expenses and disbursements in Section 11.04(a) of the DIP Credit Agreement shall be subject to the procedures set forth in the Final DIP Order.
• Maturity Date: “Scheduled Maturity Date” shall mean eighteen (18) months after the Closing Date (the “Initial Scheduled Maturity Date”); provided that, in the event that a Chapter 11 Plan has been confirmed but the Consummation Date has not occurred before the Initial Scheduled Maturity Date, the Borrower can elect to extend the Scheduled Maturity Date up to an additional sixty (60) days, at its discretion, by providing written notice to the Administrative Agent of such election prior to the Initial Scheduled Maturity Date; provided, further that no such extension shall be permitted unless (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Extension Fee has been paid as provided in Section 2.10(c) of the DIP Credit Agreement, and (iii) the Bankruptcy Milestones have been met. Furthermore, as an integral part of the Tranche B Amendment, each of the Tranche A Lenders and each of the Tranche B Lenders consent to one or more extensions of the Initial Scheduled Maturity Date to a date not later than June 30, 2022 (which date shall, for purposes of any extension of the Scheduled Maturity Date described in the immediately preceding sentence, be the Initial Scheduled Maturity Date with respect to the Tranche A DIP Facility and the Tranche B Facility), which extensions, if effectuated, shall be at the Borrower’s sole discretion on written notice provided by the Borrower to the Administrative Agent, and shall each be of not less than fourteen (14) calendar days’ in length. Such consents shall be binding on each of the Tranche A Lenders’ and each of the Tranche B Lenders’ successors and assigns.

The maturity date of the DIP Facility shall be the earliest to occur of any of the following: (a) the Scheduled Maturity Date; (b) the date of acceleration or termination of any DIP Obligations under the DIP Facility pursuant to an Event of Default; (c) the date of the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code unless otherwise consented to in writing by the Majority DIP Lenders; (d) dismissal of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Majority DIP Lenders; (e) the date of consummation of a sale of all, substantially all or a material portion of the DIP Collateral, unless otherwise consented to in writing by the Majority DIP Lenders and (f) the Consummation Date of any Chapter 11 Plan confirmed in the Chapter 11 Cases (the “Maturity Date”).

• Financial Covenants: At all times, the Obligors shall maintain a Consolidated Liquidity of at least $400,000,000.
• Milestones: 
  • Deadline to file a Chapter 11 Plan that provides for Payment in Full of the DIP Obligations on the Consummation Date or other plan treatment acceptable to the Majority DIP Lenders in their sole discretion; no later than November 26, 2021;
  • Deadline to enter an order approving the Disclosure Statement for a Chapter 11 Plan, which shall, among other things, provide for Payment in Full of the DIP Obligations on the Consummation Date or other plan treatment acceptable to the Majority DIP Lenders in their sole discretion, and which disclosure statement shall be reasonably acceptable to the Majority DIP Lenders; no later than forty-five (45) days after the filing of a Chapter 11 Plan; and
  • Deadline to enter an order confirming a Chapter 11 Plan that provides for Payment in Full of the DIP Obligations on the Consummation Date or other plan treatment acceptable to the Majority DIP Lenders in their sole discretion; no later than thirty (30 days prior to the Scheduled Maturity Date).

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