New Convertible Notes Class C definition

New Convertible Notes Class C and, collectively with the New Convertible Notes Class A and New Convertible Notes Class B, the “New Convertible Notes”) on the terms and conditions set forth in the term sheets attached hereto as Exhibit B, Exhibit C and Exhibit D, respectively, (collectively, the “New Convertible Notes Term Sheets”);

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New Convertible Notes Class C means the convertible notes in a principal amount of $6,816 million issued by LATAM Parent which will mature on December 31, 2121 and have such other terms as set forth on Exhibit D (Convertible C Notes Term Sheet) to the Restructuring Support Agreement.

New Convertible Notes Class C means convertible notes in an aggregate principal amount equal to the New Convertible Notes Class C Aggregate Principal Amount issued by LATAM Parent pursuant to the Plan that have terms and conditions (and be issued pursuant to documentation) consistent with the Restructuring Support Agreement and reasonably acceptable to the Requisite Backstop Parties, which shall be convertible into common stock of Reorganized LATAM Parent constituting a percentage of the Reorganized LATAM Parent Stock (including the Existing Common Stock and New Shares (assuming the conversion of all New Convertible Notes)) equal to the sum of (i) 54.1175% plus (ii) 12.7237% multiplied by the quotient of (a) the total Allowed Amount of BCA Claims to (b) the total Allowed Amount of all General Unsecured Claims against LATAM Parent, in each case as of the Convertible Note Class A/Class C Record Date; provided that the New Convertible Notes Class C Backstop Commitment Amount (as that term is defined in the New Convertible Notes Class C Term Sheet attached as Exhibit D to the Restructuring Support Agreement) shall be $3,269,160,305.88 of new money contribution.

Examples of New Convertible Notes Class C in a sentence

• In connection with such distribution, 50% of the New Convertible Notes Class C shall be reserved for purchase by and distribution to the New Convertible Notes Class C Backstop Parties, to the extent available after the New Convertible Notes Class C Preemptive Rights Offering (the “Direct Allocation Amount”).

• The New Convertible Notes Class C Backstop Parties shall subscribe to the Direct Allocation Amount with an amount of Allowed Claims (and related new money) equal to approximately 50% of the Allowed Claims held by the New Convertible Notes Class C Backstop Parties; and 2.

• C In connection with the New Convertible Notes Class C Subsequent Notes Allocation (defined below), New Convertible Notes Class C will be provided to the New Convertible Notes Class C Backstop Parties up to the Direct Allocation Amount (defined below).

• For the avoidance of doubt, the offering and allocation of New Convertible Notes Class C shall always be at the same price for all investors thereto (provided that Eligible Equity Holders participating in the New Convertible Notes Class C Preemptive Rights Offering shall pay such price 100% in cash).

• On the Effective Date, each Participating Holder of General Unsecured Claims, shall receive its share of New Convertible Notes Class C, subject to reduction by the subscription and purchase of New Convertible Notes Class C by the Eligible Equity Holders in the New Convertible Notes Preemptive Rights Offering Period, in accordance with the following waterfall: 1.

• The Company has provided to the Purchaser true and correct copies of its employee handbook and manual for managers.

• The offering of New Convertible Notes Class C pursuant to the New Convertible Notes Class C Preemptive Rights Offering will be exempt from registration with the U.S. Securities and Exchange Commission (the “SEC”) under applicable law.

• The New Convertible Notes Class C issued in reliance on the exemptions provided by Section 4(a)(2) and Regulation S of the Securities Act of 1933 (the “Securities Act”) will become eligible for resale within the time periods set forth in Rule 144 and Regulation S of the Securities Act, respectively, or pursuant to other valid exemptions from the Securities Act.

• The Backstop Shareholders shall waive their preemptive rights with respect to such offering, and the related New Convertible Notes Class C shall be retained by the Issuer for allocation in the New Convertible Notes Class C Subsequent Notes Allocation.

• Conversion Drag Along Rights At such time as holders of an aggregate amount of New Convertible Notes Class C in excess of 50% have elected to convert their New Convertible Notes Class C, then all New Convertible Notes Class C shall mandatorily convert simultaneously.

More Definitions of New Convertible Notes Class C

New Convertible Notes Class C means the convertible notes in an aggregate principal amount equal to the New Convertible Notes Class C Aggregate Principal Amount issued by LATAM Parent pursuant to the Plan that have terms and conditions (and are issued pursuant to documentation) consistent with the Restructuring Support Agreement and reasonably acceptable to the Backstop Parties.

New Convertible Notes Class C has the meaning set forth in the Backstop Creditors Backstop Agreement.