Getty Images Holdings - Chapter 11 DIP Terms

DIP Terms

DIP Commitments

• Size: up to $143 million. The facility is a multi-draw, all-new-money facility from Koch Equity Development LLC, or KED, and/or its affiliates, and consists of:
  • $85 million of initial DIP loans, available upon entry of the interim order
  • $28 million of final DIP loans, available upon entry of the final order
  • $30 million of delayed-draw commitments, available upon entry of the interim order but subject to separate draw conditions, in no more than five draws
• Until the final hearing, the proposed interim order authorizes borrowing of up to $85 million of initial DIP loans and $30 million of delayed-draw loans. The final draw must occur no later than five business days after the final order milestone is satisfied, unless the required lenders consent to an extension.
• There is no roll-up of prepetition debt, and the DIP liens do not prime the prepetition secured lenders' liens on their collateral. The motion describes the facility as fully consensual among the debtors' secured and unsecured funded debt creditors.
• Sizing: without the DIP, the debtors project an ending cash deficit of approximately $63.5 million for the week ending Nov. 21, 2026. Adding an approximately $20 million minimum cash requirement puts their liquidity need through that date at approximately $83.5 million, and the $85 million interim tranche is sized to cover it. The $20 million figure is the debtors' share of the approximately $50 million consolidated minimum liquidity requirement described in the first day declaration.
• Commitments may not be reduced, and repaid amounts may not be reborrowed. The initial and final commitments drop to zero once funded. The delayed-draw commitments shrink as they are funded and terminate at maturity.

Plan Treatment and Equitization

• Most significantly, if the prepackaged plan goes effective, the DIP will be equitized rather than repaid in cash.
  • This happens under the Oct. 12, 2026 restructuring support agreement, or RSA, and the equity commitment letter of the same date.
  • All DIP claims, including accrued and unpaid interest through the effective date (and interest on the delayed-draw loans), will be exchanged for new common equity in the reorganized company, New Getty Images, subject to dilution by MIP interests, and for new preferred equity, if any.
  • No DIP claim will be paid in cash under the plan.
• Under the credit agreement, the initial and final DIP loans convert into new common equity, and any outstanding delayed-draw loans convert into new preferred equity. According to the motion, the delayed-draw principal converts into 100% of the new preferred interests. After emergence, the reorganized company may redeem those interests, subject to new board approval, at an amount equal to the delayed-draw DIP amount.
• The equitization sits alongside a cash equity investment by the plan sponsors, which are affiliates of the Getty family and KED. The investment equals approximately $433 million less the principal of the initial and final DIP loans outstanding on the effective date. The plan sponsors, or their designated affiliates, receive 100% of the new common equity, subject only to MIP dilution, and 100% of any new preferred equity.
• If the RSA transactions are not completed and the plan does not go effective, the debtors must repay the DIP obligations in full in cash.
• The DIP lenders have agreed to take equity instead of the cash payment that section 1129(a)(9)(A) would otherwise require for their superpriority claims. The proposed interim order makes equitization subject to court approval at confirmation and to section 1129 standards, and it bars recharacterizing the DIP obligations as equity for any other reason.
• The DIP obligations, liens and superpriority claims cannot be discharged under section 1141(d) unless they are paid in full in cash, equitized under the equity commitment letter, or the DIP lenders consent.

Interest Rate

• Term SOFR + 5.00% (0% floor), PIK, capitalized to principal on each interest payment date. The borrower chooses one- or three-month interest periods, and the same rate applies to every tranche.
• Base Rate + 4.00% (1.00% base rate floor), PIK
• Default Rate Increase: 2.00%, PIK. It applies to overdue amounts, including all obligations after acceleration, and the DIP agent may charge it once a termination notice is delivered. Under the credit agreement, overdue amounts other than principal accrue at the base-rate-loan rate plus 2.00%.

Fees

• The facility carries no commitment fee, upfront fee, backstop premium, original issue discount, call protection or amortization.
• Exit Fee: 2.0% of outstanding DIP loans, including capitalized PIK interest (and, under the credit agreement, accrued interest not yet capitalized). It is payable in cash only if the RSA is terminated under its Sections 12.01(d) or 12.02(b) before the restructuring effective date, which the motion describes as the RSA's fiduciary out.
• Agent Fees: payable under a separate fee letter with Cantor Fitzgerald Securities as agent

Maturity

• The earliest to occur of:
  • Jan. 31, 2027
  • The plan effective date
  • Consummation of a section 363 sale of all or substantially all of the debtors' assets
  • Conversion of any debtor's case to Chapter 7, or dismissal of any debtor's case
  • Acceleration or termination of the facility
• Unless the loans are equitized under the equity commitment letter and plan, the term loans must be repaid in cash at maturity.

Prepayments

• Voluntary: while any prepetition secured obligations remain outstanding, the debtors may not voluntarily prepay the DIP without written consent from JPMorgan Chase Bank, N.A., as prepetition credit agreement agent, and from the required lenders under the prepetition credit agreement.
• Mandatory: the proposed interim order requires the DIP to be repaid in whole if the debtors incur any debt the DIP documents do not permit. The credit agreement instead sets that prepayment at 100% of the net cash proceeds of the unpermitted debt and lets each lender decline its share.

Milestones

• The DIP milestones match those in the RSA:
  • Commencement of plan solicitation and the petition date: by Oct. 21, 2026
  • Entry of the interim order: within three business days of the petition date
  • Entry of the final order: within 35 days of the petition date
  • Entry of the confirmation order: within 55 days of the petition date
  • Restructuring effective date: within 75 days of the petition date, subject to a 30-day extension under the RSA
• No milestone may be extended past the termination date without the DIP lenders' consent. Under the credit agreement, any milestone extension or waiver granted under the RSA carries over to the DIP automatically, including one that requires the consent of a consenting shareholder affiliated with Koch Icon Holdings, LLC.
• If a milestone is missed and not waived, the RSA's consenting stakeholders gain a termination right. An uncured DIP event of default is also an RSA termination event.

Borrower(s) / Guarantor(s)

• Getty Images Holdings, Inc., as borrower
• Griffey Midco (DE), LLC; Abe Investment Holdings, Inc.; Getty Images, Inc.; Getty Images (US), Inc.; Getty Images News Services (PRC), Inc.; and Getty Images (Seattle), Inc., as joint and several guarantors

Agent / Lender(s)

• Koch Equity Development LLC and/or its affiliates, as DIP lenders
• Cantor Fitzgerald Securities, as administrative and collateral agent
• The plan sponsors hold existing equity in the debtors, and the DIP lender is an affiliate of one of them. For that reason, special committees of the boards of Getty Images Holdings, Inc. and the other debtors, each advised by its own counsel, directed the evaluation and negotiation of the facility.
• KED also has an interest in the prepetition debt. The credit agreement's definition of adequate protection payments expressly covers cash interest and amortization on prepetition euro term loan claims held by KED and its related parties.

Budget

• The initial 13-week budget starts with the initial funding and assumes:
  • The $85 million initial draw in the week ending Oct. 24, 2026
  • The $28 million final draw in the week ending Nov. 21, 2026
  • The $30 million delayed-draw commitment staying unfunded through the week ending Jan. 16, 2027, with no delayed-draw uses budgeted
• Cash:
  • Beginning cash is $23.6 million, and ending cash after 13 weeks is $26.4 million.
  • Ending cash hits a low of $16.1 million in the week ending Jan. 2, 2027. That week carries $52.3 million of Chapter 11 expenses and $30.3 million of debt service.
  • Ending cash includes amounts deposited in the professional-fee funded reserve account.
• Over the 13 weeks, the budget projects:
  • $121.7 million of receipts against $129.2 million of operating disbursements, or negative $7.5 million of operating cash flow
  • $60.2 million of Chapter 11 expenses
  • $63.6 million of debt service
  • $21.1 million of net intercompany inflows, including $16.8 million in the week ending Jan. 2, 2027
  • No cash transfers from debtors to non-debtors
• Updates: the borrower delivers a rolling 13-week budget every four weeks, starting the fifth Friday after the petition date.
  • Each update needs consent from the DIP lenders and from the requisite consenting revolving and secured lenders under the RSA, whose consent may not be unreasonably withheld.
  • An update is deemed approved if no one objects in writing within five business days. If an update is rejected, the prior budget stays in effect.
• The budget does not limit or test DIP lender professional fees, DIP lender fees and expenses, or adequate protection payments.

Permitted Variance

• The aggregate unfavorable disbursement variance may not exceed 20% in any two-week testing period, meaning actual disbursements may not exceed 120% of the budgeted amount. Testing occurs every other Friday, starting the third Friday after the petition date.
• The following are excluded from testing:
  • Professional fees, including amounts paid into the funded reserve account and the Carve Out reserves
  • U.S. Trustee fees
  • DIP secured party fees and expenses
  • Adequate protection payments
  • Delayed-draw payments funded with delayed-draw loans, or with cash later replenished by them
• Variance reports compare both receipts and disbursements against the budget, but the covenant tests aggregate disbursements only.

Covenants

• Minimum Liquidity: $15 million at all times, measured as cash on hand plus amounts in the segregated DIP account
• Other covenants include:
  • Calls with the DIP lenders and their advisors, no more than once every other week
  • Compliance with the milestones
  • Maintenance of insurance and of the existing cash management system
  • No disposition of DIP collateral outside the ordinary course or the budget
• The credit agreement's residual basket for asset sales not otherwise permitted is capped at $1 million in aggregate fair market value unless the sale is in the budget, and requires all-cash consideration and no continuing default. It bars any transfer of material intellectual property other than permitted licenses and caps the general lien basket at $2.5 million.
• Any subsidiary that starts or consents to an insolvency proceeding must join these Chapter 11 cases. Reporting includes monthly financial statements within 30 days after each of the first two fiscal months of each quarter.

Segregated DIP Account

• All DIP proceeds go into a segregated borrower account that is subject to the DIP liens on a first-priority basis and to a control agreement in favor of the DIP agent. If no control agreement is in place, a control rider attached to the proposed interim order applies.
• Withdrawals are limited to:
  • Withdrawals on the closing date and each Monday, capped at the payments budgeted for the next two weeks plus 20%, with no week's amounts withdrawn twice
  • Transfers to fund the Carve Out reserves
  • Other withdrawals with DIP lender consent, which may not be unreasonably withheld while the borrower complies with the minimum liquidity covenant
• Restrictions on withdrawals:
  • The debtors must give the DIP agent, the DIP lenders and the advisors to the RSA's consenting shareholders at least one business day's notice of each withdrawal.
  • Proceeds may not otherwise be transferred to other accounts or commingled with other cash.
  • Withdrawn funds remain DIP Priority Collateral until first used, except amounts placed in the Carve Out reserves.
• No prepetition liens, adequate protection liens or other liens attach to the account or to cash deposited in or withdrawn from it. Neither the account nor its cash counts as prepetition collateral or cash collateral.
• The debtors argue that because withdrawals are capped at two weeks of budgeted payments plus 20%, drawing the full interim amount does not give them access to cash beyond their budgeted needs.

Cash Collateral

• The prepetition secured parties consent to the debtors' use of their cash collateral under the budget and the adequate protection package. Those parties are the lenders and agent under the prepetition credit agreement and the holders, trustee and collateral agent of the 11.25% senior secured notes.
• The debtors acknowledge that the prepetition secured parties hold valid, first-priority, perfected liens on the cash collateral, which includes cash, deposit accounts, collection accounts and proceeds of prepetition collateral.

Use of Proceeds

• The initial and final DIP loans and cash collateral may fund:
  • Working capital and general corporate purposes
  • Chapter 11 costs, including the Carve Out and adequate protection payments
  • Costs and expenses of the DIP facility
  • Other purposes set forth in the budget
• The delayed-draw loans may fund only payments in the budget's "Delayed Draw Uses" line. They may also replenish cash on hand that was used for those payments, whether before or after the petition date. Under the credit agreement, they may also fund investments whose proceeds are used for those payments within three business days. No approved budget may include delayed-draw payments above the undrawn delayed-draw commitment.
• The motion states that the facility does not roll up or refinance prepetition debt. It also discloses that initial DIP loan proceeds and cash collateral may fund adequate protection payments, including cash interest and required amortization on prepetition secured obligations held by the DIP lenders and their affiliates.
• No DIP collateral, DIP loans, cash collateral or Carve Out funds may be used to investigate, assert or prosecute claims against the DIP secured parties or the prepetition secured parties. The debtors may use cash collateral to contest whether a termination event or event of default has occurred and to pay counsel for any remedies hearing.

Carve Out

• Post-Carve Out Trigger Notice Cap: $2.5 million, reduced dollar-for-dollar by payments to professionals after the trigger notice
• Chapter 7 Trustee Fee: $50,000
• The Carve Out also covers clerk and U.S. Trustee fees, plus allowed unpaid fees incurred through the first business day after delivery of a trigger notice. Professional coverage extends only to persons retained by the debtors.
• The DIP agent or the prepetition secured parties may deliver a trigger notice after an event of default, acceleration of the DIP, or termination of cash collateral use.
• Weekly funded reserve:
  • Starting with the week ended Oct. 31, 2026, the debtors fund a weekly reserve held in trust, first from the segregated DIP account and then from cash on hand.
  • The reserve equals the greater of professionals' estimated unpaid fees and the fees budgeted for that week, plus the $2.5 million post-trigger cap, plus two weeks of budgeted fees.
  • A professional that fails to deliver its weekly fee estimate within three days is limited to budgeted fees for those periods in the pre-trigger reserve.
  • The initial budget shows the reserve growing from $8 million in the week ending Oct. 31 to $26.6 million in the week ending Dec. 26, 2026.
• After a trigger notice, the debtors fund separate pre-trigger and post-trigger reserves, first from the funded reserve account, then from the segregated DIP account, then from cash on hand. The DIP agent and the prepetition secured parties may not sweep or foreclose on cash until both reserves are fully funded.
• Carve Out funding is added to the DIP obligations. The Carve Out ranks ahead of all liens and claims securing the DIP and prepetition obligations, and neither the budget nor the cap limits allowed professional fees.
• Any residual reserve amounts go first to the DIP agent to the extent they were funded with cash from DIP Priority Collateral, and first to the prepetition secured parties to the extent they were funded with cash from prepetition collateral.

Securities and Priorities

• The DIP obligations are secured by automatically perfected liens on all DIP collateral, subject to the Carve Out, with the following priorities:
  • First-priority liens under section 364(c)(2), and section 364(d)(1) where necessary, on the DIP Priority Collateral, which consists of:
    • The 35% of directly held foreign-subsidiary equity that is not part of the prepetition collateral
    • Previously unencumbered property
    • The segregated DIP account and amounts deposited in or withdrawn from it
    • Upon entry of the final order, avoidance action proceeds
  • Junior liens under section 364(c)(3) on prepetition collateral, ranking behind the prepetition liens, the adequate protection liens and permitted prior liens
  • Junior liens on other property subject to valid, perfected prepetition liens or to liens perfected after the petition date as permitted by section 546(b), ranking behind those liens
• DIP superpriority claims under section 364(c)(1) rank ahead of all other administrative claims. They rank behind the Carve Out and immediately behind the prepetition secured parties' adequate protection claims.
• According to the motion, the DIP orders do not provide for cross-collateralization.
• DIP collateral excludes the credit agreement's excluded assets. The debtors need not provide control agreements (other than for the segregated account), intellectual property security agreements, mortgages or non-U.S. collateral filings.
• Any restrictions on the prepetition secured parties' remedies against the trademarks and the trademark option agreement (each as defined in the RSA) apply equally to the DIP secured parties.
• Unless the DIP secured parties agree otherwise, cash proceeds of any later financing obtained by the debtors or a trustee, whether in violation of the DIP orders or simply before the DIP is repaid in full, must be turned over to the DIP agent until the DIP is repaid. Each lender group must turn over any recovery on the other group's priority collateral received before that group is paid in full.

Avoidance Actions

• Upon entry of the final order, avoidance action proceeds become DIP Priority Collateral subject to first-priority DIP liens, with adequate protection liens attaching behind them. Neither set of liens attaches to the actions themselves.

Adequate Protection

Prepetition Secured Parties

• Protection runs to two groups:
  • The prepetition credit agreement lenders and their agent, JPMorgan Chase Bank, N.A.
  • The 11.25% senior secured noteholders and their trustee and collateral agent, U.S. Bank Trust Company, National Association
• Cash payments:
  • Under the proposed interim order, the debtors pay current non-default interest and required amortization on all prepetition secured obligations, including the revolver and debt held by the DIP lenders and their affiliates.
  • The credit agreement's definition of these payments, by contrast, limits the interest component to the term loan and secured note claims.
  • The debtors also pay the prepetition agent's agency fee and letter of credit fees.
  • Any unpaid amounts are due no later than the effective date of any plan.
• Superpriority claims under section 507(b), to the extent of any diminution in value, ranking behind only the Carve Out and ahead of the DIP superpriority claims
• Replacement liens, to the extent of any diminution in value:
  • On prepetition collateral, ranking ahead of the DIP liens
  • On all other DIP collateral, including DIP Priority Collateral, ranking behind the DIP liens
  • None on the segregated DIP account or its cash
• Current payment of the fees and expenses of the prepetition credit agreement agent (Milbank LLP plus one local counsel) and of the consenting secured lenders (Gibson, Dunn & Crutcher LLP plus one local counsel). Prepetition amounts are paid without fee review.
• Copies of all reports delivered to the DIP secured parties, including budgets and variance reports
• Adequate protection payments stop accruing on the termination date, and accrued amounts are due that day.
  • After that, the prepetition secured parties may seek further protection.
  • No lien granted as further protection may attach to the segregated DIP account or rank ahead of the DIP liens on DIP Priority Collateral.
  • No cash from the segregated account may fund further protection.
• Adequate protection claims and liens cannot be discharged under section 1141(d) unless they are paid in full in cash, discharged under a plan that complies with the RSA, or the prepetition secured parties consent.

Standstill and Enforcement Control

• Mutual standstills:
  • The prepetition secured parties may not exercise remedies against DIP Priority Collateral until the DIP is paid in full and its commitments are terminated, unless the DIP agent consents.
  • The DIP secured parties may not exercise remedies against DIP collateral that is also prepetition collateral until the prepetition obligations and adequate protection claims are paid in full, unless the prepetition agents consent.
• The DIP standstill does not prevent the DIP agent from terminating use of DIP proceeds, accelerating, or enforcing against DIP Priority Collateral.
• Control of enforcement:
  • The prepetition secured parties control enforcement against prepetition collateral, and the DIP secured parties control enforcement against DIP Priority Collateral, each in good-faith consultation with the other.
  • The prepetition secured parties control enforcement against the 35% foreign-subsidiary equity until 120 days after the earlier of the end of the remedies notice period or any other lifting of the stay. Control then passes to the DIP agent.
  • If the DIP is paid in full while prepetition credit agreement obligations remain outstanding, the prepetition credit agreement agent controls remedies against DIP collateral.

Credit Bid

• Credit bid rights apply in any section 363 sale, any plan sale under section 1129(b)(2)(A)(iii), or any Chapter 7 trustee sale, and both groups are deemed qualified bidders:
  • The DIP collateral agent may credit bid up to the full DIP obligations without posting a deposit.
  • The prepetition secured parties may credit bid up to the full prepetition secured obligations.
• The DIP secured parties may not credit bid against prepetition collateral unless the prepetition obligations are paid in full at or before the bid is effectuated. Likewise, the prepetition secured parties may not credit bid against DIP Priority Collateral unless the DIP is paid in full at or before the bid is effectuated.
• Under the credit agreement, any bid procedures motion must ask the court to approve the DIP agent's credit bid right. The proposed interim order extends section 363(m) and 364(e) protection to the DIP secured parties, including as credit bidders.

Challenge Period and Stipulations

• The challenge deadline is one business day before the final hearing. The proposed interim order leaves the hearing date open, and the debtors ask the court to set it before the 35-day final order milestone.
• By the deadline, a challenging party must obtain standing by court order and commence its challenge. The standing motion must describe the challenge and attach a draft complaint. The challenge must then be sustained by a final, non-appealable order. The proposed order gives no one standing.
• The debtors stipulate to the validity, priority, perfection and amount of the prepetition secured obligations, plus interest, fees and other amounts. The stipulations bind the debtors upon entry of the interim order and cover:
  • $150 million of revolving loans
  • $40.1 million of U.S. dollar term loans
  • €407 million of euro term loans
  • $539.9 million of 11.25% secured notes
• Without a timely, successful challenge, the prepetition secured obligations become allowed claims, the prepetition liens are deemed valid and perfected, and all challenges against the prepetition secured parties are barred.

Releases and Indemnification

• The proposed interim order releases all debtor claims against the following parties, including their affiliates and representatives acting in those capacities:
  • The DIP secured parties: KED and/or its affiliates, as DIP lenders, and Cantor Fitzgerald Securities, as agent
  • The prepetition secured parties: the prepetition credit agreement lenders and JPMorgan Chase Bank, N.A., as their agent, and the 11.25% senior secured noteholders and U.S. Bank Trust Company, National Association, as their trustee and collateral agent
• The release covers claims relating to the prepetition documents, the prepetition obligations and the DIP, including lender liability, equitable subordination and recharacterization claims, and the debtors waive all defenses, offsets and counterclaims to the amount, validity, perfection, priority and enforceability of the DIP and prepetition secured obligations. The release of the prepetition secured parties remains subject to the challenge process.
• The proposed order provides that no DIP or prepetition secured party controls the debtors solely because of the DIP. It reserves all rights as to any DIP secured party's status arising from equity ownership, board representation or prepetition claims.
• The debtors jointly and severally indemnify the DIP agent, the DIP secured parties and their advisors, and the prepetition credit agreement secured parties. The indemnity excludes losses from gross negligence, bad faith, willful misconduct or material breach, and disputes solely among indemnitees.

Waivers

• Effective upon entry of the interim order:
  • Section 506(c): the debtors waive surcharge of the DIP collateral and prepetition collateral
  • Marshaling: neither the DIP secured parties nor the prepetition secured parties are subject to marshaling
• Effective upon entry of the final order:
  • Section 552(b): the "equities of the case" exception will not apply to the prepetition secured parties
• The final draw is conditioned on the final order including all three waivers.

Termination Events

• Under the proposed interim order, the termination date is the earliest of the following events:
  • The maturity date, or the effective date of a Chapter 11 plan
  • The DIP loans becoming due, whether by acceleration or otherwise
  • Conversion or dismissal of any debtor's case
  • Consummation of a sale of all or substantially all of the debtors' assets
  • The debtors failing to perform under the interim order or challenging its validity
  • The debtors seeking to modify the interim order without DIP lender consent (and, where cash collateral or adequate protection is affected, without consent of the requisite consenting revolving and secured lenders)
  • The debtors seeking, other than the Carve Out, to allow claims or liens equal or senior to the DIP or prepetition claims and liens, or commencing, or supporting another party's action, to subordinate, recharacterize or avoid them
  • Stay relief granted to any party as to assets exceeding $1 million without consent of the DIP lenders and the requisite consenting lenders
  • Failure to maintain required insurance on the prepetition and DIP collateral

Events of Default

• The credit agreement's events of default include:
  • Failure to pay principal when due, or interest, fees or other amounts within two business days of the due date as described in the motion. The credit agreement's own non-payment default states this grace period as both two and three business days.
  • A breach of the budget delivery, variance reporting, lender call or bankruptcy notice covenants that continues for three consecutive days
  • A breach of the use-of-proceeds, order compliance, milestone or negative covenants, with no cure period
  • A breach of any other covenant left uncured for five days
  • A cross-default to postpetition debt above $5 million, or an unstayed judgment above $5 million
  • A change of control. Koch Icon Holdings, LLC and the Getty family investors are among the permitted holders.
  • Dismissal or conversion of a case, or appointment of a trustee or of an examiner with expanded powers, without required lender consent
  • Modification of the DIP orders, loss of cash collateral use, or entry of competing financing or of senior or equal-ranking claims, in each case without consent
  • Any loan party commencing or supporting a challenge
  • The RSA ceasing to be in effect, or a loan party filing or supporting a plan or disclosure statement materially inconsistent with the RSA
  • Termination or reduction of exclusivity, unless the required lenders requested or supported it
  • Payment of prepetition debt outside the budget or an approved order
  • A motion to sell all, substantially all or a material portion of the collateral without required lender consent

Remedies

• When a termination event occurs, the DIP agent may deliver a termination notice and file it with the court. It may then, without further court approval, accelerate the DIP obligations, terminate the commitments and begin charging PIK default interest. No further borrowing is permitted.
• The automatic stay lifts at the earlier of five business days after the notice or the end of a remedies hearing at which the court finds a termination event exists. At that point the DIP agent may terminate the debtors' use of cash collateral and DIP proceeds, except for the Carve Out. The notice period may be extended only by agreement of the debtors and the DIP agent, or by the court on its own initiative.
• During the notice period:
  • The debtors or any party in interest, including the plan sponsors, may seek an emergency remedies hearing. At that hearing the debtors may argue only whether a termination event has occurred.
  • The debtors may spend DIP loans and cash collateral only on payroll and other critical ordinary course expenses, and on funding the Carve Out reserves.
  • Payroll and critical expense spending is capped at $1 million unless the DIP lenders consent, and the requisite consenting lenders must also consent where prepetition cash collateral is used.
• After the notice period ends, the DIP collateral agent may freeze accounts, set off, foreclose, collect receivables, occupy the debtors' premises and sell DIP collateral. It remains bound by the DIP standstill and the lien priorities as to prepetition collateral. The debtors must cooperate and give up any right to contest enforcement under section 105(a).
• After a termination event, and subject to funding the Carve Out and the end of the notice period, the prepetition secured parties may exercise remedies against prepetition collateral, including withdrawing consent to cash collateral use.

Conditions Precedent

• Closing requires:
  • Execution of the DIP documents
  • Entry of the interim order and the first day orders
  • Delivery of the initial budget
  • The RSA being in full force
  • Milestone compliance
  • No material adverse effect
  • No dismissal or conversion of the cases, and no trustee or examiner with expanded powers
• Every borrowing requires compliance with the budget, accurate representations, no default, and a borrowing request.
• Each delayed-draw borrowing must also be permitted under the most recent approved budget, subject to permitted variances, and the debtors must be in compliance with the milestones.
• The final draw also requires:
  • Entry of a final order containing the section 506(c), section 552(b) and marshaling waivers
  • No pending motion adverse to the lenders or inconsistent with the RSA
  • An updated budget
  • Milestone compliance

Lender Fees and Expenses

• The debtors pay the reasonable, documented fees and expenses of the DIP agent and DIP lenders on a current basis. This includes Jones Day and Richards, Layton & Finger, P.A. as DIP lender counsel and Shipman & Goodwin LLP as DIP agent counsel. Where the equity commitment letter covers a fee, its payment terms control.
• Invoices from the DIP advisors and the consenting lenders' professionals go to the debtors and the U.S. Trustee.
  • They may be in summary form, need not follow U.S. Trustee guidelines and are not subject to court allowance.
  • They are paid within three business days after a 10-day objection period limited to reasonableness, with only disputed amounts withheld.
• Fees incurred by or for the DIP lenders in other capacities, including as holders of prepetition claims or interests, are not payable under the DIP documents. They are instead payable under the equity commitment letter.
• After an event of default, the DIP lenders may elect to capitalize unpaid Jones Day and Richards Layton fees into the DIP superpriority claims.
• The credit agreement's expense reimbursement is not limited by, or tested against, the budget.

Amendments

• The DIP documents may be amended without court approval, consistent with the RSA's consent rights.
  • Amendments affecting prepetition cash collateral or adequate protection require consent of the requisite consenting revolving and secured lenders.
  • Material amendments must be noticed to the court and the U.S. Trustee three calendar days in advance, and take effect if no timely objection is filed.
• The debtors waive any right to seek modification of the interim order without DIP agent consent. The proposed order deems the DIP obligations approved, non-refundable and not subject to challenge.

Governing Law

• New York law governs, except where the Bankruptcy Code applies. The parties submit to the bankruptcy court's exclusive jurisdiction and waive jury trial.

Financing Process

• Getty Images Holdings, Inc. and its debtor affiliates filed prepackaged Chapter 11 cases on Oct. 21, 2026 to carry out the RSA's deleveraging. The motion says the restructuring leaves trade and general unsecured creditors unimpaired.
• Before the filing, the revolver was fully drawn, and the debtors projected that liquidity would fall below their required minimum through the end of October 2026. Monthly funding needs include approximately:
  • $15 million for payroll and benefits
  • $20 million in royalties and other payments to contributors and content partners
  • $15 million for licensors, technology and hosting providers, and other vendors
• Starting in mid-September 2026, Guggenheim Securities, LLC held DIP discussions with stakeholders at the direction of the debtors and the special committees. Both the consenting secured lenders and the plan sponsors declined to lend on a fully unsecured basis.
• On Sept. 22, 2026, the consenting secured lenders proposed a senior secured DIP that would have had to be repaid in cash unless they agreed otherwise. The plan sponsors then offered a competing proposal that the motion describes as materially better on fees, rate and, subject to the equity commitment letter, repayment. After further negotiation, that proposal became the DIP.
• Starting in October 2026, Guggenheim also approached 12 third-party lenders:
  • Eight passed because they did not believe they could offer competitive terms.
  • Two did not indicate any willingness to lend.
  • Two expressed interest. One would make a competitive proposal only with a first lien on all of the debtors' assets, which the consenting secured lenders' advisors said they would not accept. The other has not provided full economic terms or an actionable proposal.
• According to the motion, no party offered terms as favorable as the DIP.

Prepetition Capital Structure

• At filing, total funded debt was approximately $1.456 billion: approximately $1.186 billion of secured debt and $270 million of unsecured notes. It consists of:
  • Revolving credit facility: $150 million, fully drawn, maturing May 4, 2028, with a springing maturity 180 days before the earliest maturity of the term loans and secured notes
  • Senior secured U.S. dollar term loan: $40.1 million, due Feb. 21, 2030
  • Senior secured euro term loan: €407 million (approximately $456 million), due Feb. 21, 2030
  • 11.25% senior secured notes: approximately $539.9 million, due Feb. 21, 2030
  • 9.75% senior notes: approximately $5.3 million, due March 1, 2027; the guarantees on these notes were released under an Oct. 21, 2025 supplemental indenture
  • 14.00% senior notes: approximately $264.7 million, due March 1, 2028
• The credit agreement, agented by JPMorgan Chase Bank, N.A., and the secured notes, with U.S. Bank Trust Company, National Association, as trustee and collateral agent, share substantially all assets with equal lien priority under a May 5, 2025 first lien intercreditor agreement. Proceeds are shared ratably, and the credit agreement agent controls remedies until the credit agreement obligations are discharged, subject to certain exceptions.