LIV Golf New Jersey - Chapter 11 DIP Terms

DIP Terms

DIP Commitments

• $53.6 million senior secured priming new-money term loan from PIF. The court approved it on a final basis by order entered Oct. 15, 2026, after the Oct. 14 final hearing. The final order also amends and restates the original Sept. 17, 2026 credit agreement. The loan is available as follows:
  • Up to $14 million in a single draw on the closing date under the interim order (Docket No. 79), entered after the Sept. 9, 2026 interim hearing
  • The remaining balance in a single draw after entry of the final order, no later than 35 days after the petition date unless PIF and the borrower agree to a later date; any commitment still undrawn at the end of that availability period is cancelled
• The $53.6 million includes a $4 million upsize. It is funded on the same terms as the other term loans through a participation sold to funds managed or advised by BC Partners Advisors L.P.
• Roll-up: prepetition obligations matching each new-money draw dollar-for-dollar are exchanged into DIP loans on a cashless basis. The interim roll-up took effect on entry of the interim order and the final roll-up on entry of the final order. The roll-up is treated as consideration for PIF's agreement to fund, not as adequate protection. It remains open to challenge, and the court may fashion relief if a challenge succeeds.
• Amounts repaid or prepaid may not be reborrowed

Parties

• Borrower: LIV Golf Incorporated (Delaware)
• Guarantors: LIV Golf Investments Ltd, the parent, and LIV Golf Holdings Ltd, both Jersey companies in administration under joint administrators Alastair Beveridge of Alix Partners UK LLP and Andrew McFarlane Wood of Teneo Financial Advisory Limited; also the other debtor subsidiaries listed in the credit agreement, including the English-incorporated guarantors LIV Golf Ltd, LIV Golf Events Ltd., LIV Golf Events ISE Ltd and Wedge IP Management Co, Limited; any other debtor must accede as an additional guarantor
• Lender: The Public Investment Fund of the Kingdom of Saudi Arabia (PIF), which is also the prepetition lender and a direct or indirect holder of equity in the debtors
• Participant: funds managed or advised by BC Partners Advisors L.P. or its affiliates, holding a $4 million participation; the milestones name BC Partners Advisors, L.P. as plan sponsor of the contemplated business transfer

Prepetition Debt

• The debtors stipulate, subject to the challenge period, that at least $495 million of principal was outstanding at the petition date under a June 4, 2026 PIF facility agreement, plus accrued interest, fees, prepayment premiums and other obligations. LIV Golf Holdings Ltd is the borrower; the parent and other subsidiaries, including the DIP borrower, are guarantors.
• The facility is secured by first-priority liens on substantially all of the prepetition obligors' assets and on the equity of the DIP borrower, subject only to any senior third-party permitted liens

Interest Rate

• Rate: 12% fixed per annum, PIK. Interest is added to principal at the end of each one-month interest period unless the borrower elects to pay that period in cash, on five business days' notice before the period ends.
• Default Rate Increase: 2%, payable on demand
• Interest is calculated on actual days elapsed over a 360-day year

Fees and Expenses

• The amended credit agreement provides for no commitment, upfront or exit fee, and prepayments carry no premium or penalty
• The debtors pay the reasonable and documented fees of PIF's advisers in both its DIP and prepetition capacities, including White & Case LLP, Ogier (Jersey) LLP and FTI Consulting, out of the lender reserve account. These fees are not limited by the budget and need no fee application. The advisers send summary invoices to the U.S. Trustee, committee counsel and the debtors, and the invoices are paid unless someone objects in writing within 10 calendar days; the court resolves any dispute.

Maturity

• The earliest to occur of:
  • 120 calendar days after the petition date
  • The effective date of any Chapter 11 plan
  • 35 days after the petition date, if the final order has not been entered (amended credit agreement)
  • Entry of an order dismissing any case, converting any case to Chapter 7, or appointing a Chapter 11 trustee or an examiner with enlarged powers
  • Entry of an order approving a sale of all or substantially all of the debtors' assets
  • An event of default
• The loans must be repaid in full in cash on the termination date. If the case closes through an Acceptable Business Transfer Transaction (see Plan Term Sheet), the loans are instead treated as satisfied in the way the approved plan provides.
• Mandatory prepayment: a change of control of the parent, or a sale of all or substantially all group assets, cancels the facility and makes all amounts immediately due. Insurance proceeds, non-ordinary-course disposal proceeds and proceeds of non-permitted debt prepay the loans pro rata and then cancel undrawn commitments.
• Voluntary prepayment and cancellation: minimum $10 million on five business days' notice; loans may be prepaid only after the availability period ends or undrawn availability reaches zero

Milestones

• Measured from the Sept. 8, 2026 petition date, and extendable in writing by PIF:
  • 24 hours: file first day motions, including the DIP and cash management motions
  • 3 days: entry of the interim order
  • 35 days: entry of the final order
  • 52 days: unless the debtors have pivoted to a wind-down plan, sign binding documentation for an Acceptable Business Transfer Transaction that satisfies PIF and BC Partners Advisors, L.P. (or another plan sponsor). The documentation must include (a) fully committed third-party investor funding with no financing, diligence or other contingencies beyond entry of the confirmation order and customary conditions acceptable to PIF and the investors; (b) sponsor funding of all incremental transaction costs through the effective date under a budget PIF reasonably agrees is sufficient; (c) written support from enough existing players to sustain a bona fide golf league, as determined by the sponsor, PIF and the debtors; and (d) a signed framework agreement with key terms and a detailed steps plan
  • 55 days: file the plan and disclosure statement, for either a business transfer plan or a wind-down plan
  • 80 days: entry of the disclosure statement order
  • 110 days: entry of the confirmation order
  • 120 days: plan effective date
• Missing a milestone is an event of default unless the miss is caused solely by PIF's action or inaction or by the court's availability. Separate events of default cover the foreign proceedings:
  • The UK recognition applications for LIV Golf Ltd and LIV Golf Events Ltd. must be filed within two business days after the foreign representative receives the first day order; the plan term sheet, which makes completion of UK recognition a condition to the plan effective date, instead defines the English entities to also include LIV Golf Events ISE Ltd and Wedge IP Management Co, Limited
  • The English court must grant recognition, with a stay, within 45 days after the petition date
  • The Jersey administration application must be filed within two business days after entry of the interim order

Plan Term Sheet

• The approved plan must implement the amended plan term sheet dated Oct. 6, 2026, which is annexed to the amended credit agreement. The term sheet itself creates no binding obligations until definitive agreements are signed, and it does not bar the debtors from soliciting or discussing alternative proposals before a definitive restructuring support agreement is signed. It terminates automatically if no plan supersedes it by Nov. 2, 2026, unless the debtors and PIF agree to extend it.
• An Acceptable Business Transfer Transaction is a reorganization sponsored by one or more third parties that transfers the business as a going concern and continues it as a bona fide golf league. To qualify, its proceeds must pay the DIP claims and the prepetition PIF claims in full in cash, or PIF must otherwise consent.
• The plan path is decided on the 52nd day after the petition date:
  • If binding documentation for an Acceptable Business Transfer Transaction has been signed and delivered, the debtors file a business transfer plan within three days
  • Otherwise, they file a wind-down plan within three days. Under it, a liquidating trust with a PIF-selected trustee receives PIF's $2 million cash contribution, retained causes of action and all other remaining assets, including cash left after the prepetition PIF claim is paid in full in cash
• Treatment:
  • DIP claims: allowed at the amount outstanding on the effective date and paid in full in cash before that date, or treated as the Acceptable Business Transfer Transaction provides
  • Class 3, prepetition PIF facility claims ($495 million): paid in full in cash up to the claim amount, or treated as the Acceptable Business Transfer Transaction provides; impaired and entitled to vote
  • Class 4, general unsecured claims: pro rata liquidating trust interests. PIF contributes $2 million in cash to the trust on the effective date, reduced dollar-for-dollar by committee professional fees above their budget allocation. Under an Acceptable Business Transfer Transaction, holders instead receive the consideration that plan provides, and the debtors reserve the right in that case to seek separate classification of go-forward trade creditors and players. Impaired and entitled to vote.
  • Classes 1 and 2 (other secured and other priority claims) are unimpaired
  • Classes 5 through 7 (intercompany claims, section 510(b) claims and existing equity) are impaired and deemed to reject; existing equity is cancelled
• Released parties under the plan:
  • The debtors and their current and former officers and directors
  • PIF as DIP lender, prepetition lender and equityholder, subject in all respects to the special committee's independent investigation and recommendation
  • The liquidating trustee, and the committee and its members
  • Each of their related parties
• Any party that opts out of or objects to the third-party release is not a released party. The debtor release is also subject to the special committee's investigation and recommendation.
• Conditions to the effective date include PIF funding the $2 million and completion of the UK recognition and Jersey administration. The term sheet does not require PIF to fund beyond the aggregate amounts agreed in the DIP facility.

Funding Mechanics and Cash Controls

• All DIP proceeds go into a blocked account under PIF's sole dominion and control, except the budgeted lender professional fees, which go to the lender reserve account, and the $4 million participation proceeds, which go directly to the proceeds account. Funds move to a segregated proceeds account, which is subject to a control agreement. Transfers happen no more than once a week: the debtors request funds by Wednesday and they are released the following Monday.
• Minimum cash: the borrower may request a disbursement only if unrestricted cash less forecast collections is projected to fall below $5 million during the week, and only for the amount needed above that level. Participation proceeds are excluded from this cash test.
• Receivables offset: total disbursements may not exceed the $53.6 million facility amount less the sum of (i) receivables collected from Sept. 4, 2026 through the petition date and (ii) the lesser of $27.3 million and postpetition receivables. A breach is an event of default. PIF has no obligation to disburse more than is held in the blocked and reserve accounts.
• Lender reserve account: PIF's budgeted professional fees, in both capacities, are deposited in two steps: the interim-period amount on the interim funding date, and the remaining amount through the scheduled maturity date on the final funding date. The account may be used only for those fees and cannot fund the Carve Out or any other obligation; the debtors waive any right to use it without PIF's consent.
• Each borrowing must be at least $1 million, and the borrower may submit no more than one borrowing request in any 14-day period
• Every borrowing and disbursement requires, among other things, the obligors' confirmation that they did not spend prepetition PIF facility borrowings outside the use of proceeds in the applicable utilisation statement or otherwise disclosed to PIF before the petition date
• Conditions to the interim draw included:
  • Entry of the interim order within three days of the petition date
  • An initial approved budget
  • Setting up the three accounts
  • A cash management protocol
  • Filing of the UK recognition applications and the Jersey administration application
• Conditions to the final draw include:
  • An unmodified final order entered within 35 days after the petition date
  • Compliance with the budget
  • A security confirmation from the parent, LIV Golf Holdings Ltd, the borrower, the English obligors and the Jersey administrators

BC Partners Participation

• Funds managed or advised by BC Partners Advisors L.P. buy from PIF an undivided $4 million participation in the DIP obligations, under a participation agreement, whose terms the borrower has consented to, that PIF and the participant are to sign after entry of the final order. The participant pays the purchase price directly to the debtors, into the proceeds account, as part of the final draw. That amount counts as DIP term loans, just as if PIF had funded it.
• The $4 million is kept separate in the proceeds account. It may be spent only on incremental expenses of a potential Acceptable Business Transfer Transaction, including the participant's own fees, on the timing and in the amounts set out in the budget attached to the participation agreement, labeled the LIV 2.0 DIP budget. Those expenses can be paid only from these funds, and the funds cannot pay for the Carve Out, debtor expenses after a default notice period begins, or anything outside that budget.
• The debtors must immediately return any unspent participation proceeds to the participant, less incurred and unpaid expenses in that budget, on the earliest of:
  • Termination of the restructuring support agreement referenced in the participation agreement
  • The debtors' pivot to a wind-down plan
  • An event of default followed by acceleration
  • The termination date
  • Delivery of a Carve Out trigger notice
  • The start of the default notice period
• Any amount returned counts as a repayment of the DIP loans for the participation
• The participant receives a weekly accounting of spending, plus budget updates, variance reports and default and trigger notices. The participation provisions of the final order cannot be amended without the consent of both the participant and PIF, and either may enforce them.

Cash Collateral

• The debtors may use PIF's cash collateral only in line with the approved budget, until the termination date and subject to the Carve Out. They stipulate that all of their cash, cash equivalents, negotiable instruments, investment property and securities are cash collateral of PIF as DIP lender and, subject to challenge, as prepetition lender.
• PIF's consent as prepetition lender to cash collateral use and to the priming liens was expressly conditioned on entry of the final order. It does not extend to financing from any third party.

Budget and Permitted Variance

• The budget is a 13-week rolling consolidated budget, first annexed to the interim order, with weekly line items that include a fee forecast for each professional. Updated budgets are due every fourth week, on Wednesday, and may not extend past the scheduled maturity date. An update is deemed approved if PIF does not object within five business days. Budgets and variance reports also go to committee counsel.
• Weekly variance reports are due on the third business day of each week. The first was delivered Sept. 16, 2026, covering the petition date through Sept. 11, 2026.
• Permitted variance: actual total operating disbursements may not exceed the approved budget by more than the greater of 10% or $200,000. The test is cumulative and resets with each new approved budget. The initial Sept. 16, 2026 report is not tested.
• Professional fees of the debtors, the committee and PIF are excluded from the test and are not capped by the budget. However, debtor and committee professionals cannot be paid from the lender reserve account.

Carve Out

• Post Carve Out Trigger Notice Cap: $4.5 million, shared by all debtor and committee professionals and excluding success or transaction fees. Payments made after the trigger notice reduce the cap dollar-for-dollar; payments made before it do not.
• Chapter 7 Trustee Fee: $50,000
• The Carve Out also covers clerk and U.S. Trustee fees with statutory interest, and all allowed professional fees incurred up to delivery of a trigger notice, whether allowed before or after it
• Trigger: an email notice from PIF after an event of default or termination of cash collateral use
• Prefunding: starting with the week ended Sept. 18, 2026, the debtors fund a trust account by Thursday each week. The weekly amount is the greater of the professionals' estimated fees from their weekly statements or the week's budgeted fees, plus the $4.5 million cap, which is funded only once. The money comes from cash on hand, including the proceeds account but not undrawn blocked-account funds or the lender reserve account.
• A professional that delivers a weekly statement more than three days late can recover from the pre-trigger reserve only the budgeted amount for the periods it missed
• On a trigger notice, the debtors fund separate pre-trigger and post-trigger reserves from all available cash. This includes blocked-account funds that could otherwise have been drawn. PIF may not sweep or foreclose on cash until both reserves are fully funded; any excess goes to PIF, first for the DIP obligations and then for the prepetition obligations.
• The Carve Out ranks ahead of the DIP liens and superpriority claims, the roll-up, the adequate protection liens and claims, and the prepetition obligations. It cannot be paid from the lender reserve account.

Use of Proceeds

• Proceeds may be used only as set out in the approved budget, for:
  • Operations and working capital, case administration costs and court-authorized adequate protection payments
  • Carve Out obligations
  • Transaction costs, fees and expenses of the DIP facility, the cases and the contemplated transactions, including the wind-down; PIF's adviser fees are paid from the lender reserve account
  • Fees and expenses of the special committee (an independent committee of the debtors' board) and its advisers for the independent investigation contemplated by the final order and the plan term sheet
• No DIP proceeds, collateral, cash collateral or Carve Out funds may be used to:
  • Investigate or challenge PIF's liens or claims in either capacity, or pursue claims against PIF or other released parties
  • Seek to modify PIF's rights under the DIP orders or loan documents adversely, including using cash collateral on a contested basis, without PIF's consent
  • Prevent, hinder or delay PIF's realization on collateral
  • Seek financing from anyone other than PIF, unless that financing repays the DIP and prepetition obligations in full in cash
  • Appeal the DIP orders
• Two exceptions apply: the special committee may use budgeted funds for its independent investigation, and the committee and any trustee may spend up to $100,000 to investigate, but not prosecute, the stipulations before the challenge period expires

Securities and Priorities

• Superpriority claims under section 364(c)(1), joint and several against each loan party, ranking ahead of all other administrative and section 507(b) claims and subject only to the Carve Out
• Liens on all DIP collateral, subject to the Carve Out, with the following priorities:
  • First-priority liens under section 364(c)(2) on property that was unencumbered at the petition date
  • Priming liens under sections 364(c)(3) and 364(d) on all other DIP collateral. They rank ahead of the prepetition liens and the adequate protection liens. They rank behind only valid, perfected third-party liens that were senior to the prepetition liens and permitted under the prepetition facility. The order makes no finding that any such asserted senior lien is valid, and parties keep their right to challenge those liens.
• DIP collateral covers all of the debtors' assets. It includes the equity of the DIP borrower, intercompany receivables, recoverable VAT, intellectual property, interests in foreign subsidiaries, commercial tort claims, the blocked, proceeds and lender reserve accounts, and any residual interest in the funded Carve Out reserve.
• The foreign security package includes:
  • Jersey-law all-asset security interest agreements from the parent and LIV Golf Holdings Ltd
  • English-law all-asset debentures from LIV Golf Holdings Ltd, the borrower (including over the stock of Wedge IP Management Co, Limited and LIV Golf Ltd), LIV Golf Events Ltd., LIV Golf Ltd, Wedge IP Management Co, Limited and LIV Golf Events ISE Ltd
• All intercompany and affiliate liens are contractually subordinated to the DIP and adequate protection liens. The liens are perfected automatically and survive conversion or dismissal.

Avoidance Actions

• Under the final order, avoidance actions themselves are not DIP collateral, but their proceeds are. The exception is proceeds of any individual action seeking less than $500,000 from a particular party.
• PIF must use commercially reasonable efforts to look first to collateral other than avoidance-action proceeds when satisfying the DIP superpriority claims and the adequate protection superpriority claim

Adequate Protection

• PIF, as prepetition lender, receives:
  • Replacement liens on all DIP collateral, ranking behind only the DIP liens, senior third-party permitted liens and the Carve Out
  • A section 507(b) superpriority claim, ranking behind only the DIP superpriority claims and the Carve Out
  • From entry of the final order, postpetition interest at the prepetition contract rate, paid in kind
  • Immediate cash payment of accrued and unpaid fees and disbursements owed under the prepetition documents, and payment of its ongoing professional fees, including White & Case LLP and FTI Consulting; both are paid from the lender reserve account, and postpetition fees go through the same invoice review procedures
• The debtors may not grant adequate protection to any other party and must oppose any motion seeking it unless PIF consents. PIF keeps the right to seek additional adequate protection.

Challenge Period, Stipulations and Releases

• The challenge deadline is the earlier of confirmation of an approved plan and:
  • For parties in interest other than the committee, 75 calendar days after entry of the interim order
  • For the committee, which was appointed Sept. 30, 2026 (Docket No. 175), 75 calendar days after entry of the final order
  • For a Chapter 7 or Chapter 11 trustee appointed before the period ends, the later of 75 calendar days after entry of the interim order or 30 calendar days after the trustee's appointment
• PIF may extend the deadline as prepetition lender, or the court may extend it for cause on a motion filed within the period. A timely standing motion that attaches a draft complaint pauses the deadline only for the party that filed it and only for the claims in that complaint, until the motion is resolved. Every challenge must still be finally heard by the confirmation hearing date, which PIF may extend.
• A challenge may target the roll-up as well as the prepetition claims and liens, but no remedy may affect the DIP obligations or the DIP liens. PIF agrees not to argue, as a defense, that creditors can bring derivative suits on behalf of limited liability companies. No party gets standing without a court order.
• The debtors stipulate that:
  • The prepetition obligations are valid, unavoidable, allowed secured claims, secured by perfected first-priority liens
  • There are no offsets, defenses or claims against PIF
  • PIF is not a control person or insider because of the financing
• Three provisions protecting PIF as prepetition lender depend on the special committee finishing its independent investigation: the debtors' waiver of their own right to challenge, the release of PIF as prepetition lender, and the debtors' indemnity of PIF as prepetition lender. The debtors' release of PIF as DIP lender, its affiliates and representatives is not subject to that condition; it covers claims tied to the DIP facility, including lender liability, shadow directorship and equitable subordination claims.
• The court also finds, subject to the challenge provisions, that PIF's lending, budget approvals and related actions do not put it in control of the debtors' operations

Credit Bid

• PIF may credit bid, directly or through acquisition vehicles, without any further court order:
  • Up to the full DIP obligations
  • Subject to the challenge provisions and section 363(k), up to the full prepetition obligations and adequate protection superpriority claims, including accrued interest, fees and expenses
• The right applies to any sale of collateral, whether under section 363, through a plan subject to section 1129(b)(2)(A)(ii)-(iii), or by a Chapter 7 trustee under section 725. The debtors may not object, and PIF is deemed a qualified bidder with a qualified bid.

Waivers

• Under the final order:
  • Section 506(c): the debtors and any successor waive surcharge rights against PIF in either capacity and against the collateral
  • Section 552(b): the "equities of the case" exception does not apply
  • Marshaling does not apply, subject to the avoidance-action proviso above
• The debtors irrevocably waive any right to seek to modify or extend the final order without PIF's consent, and may not seek to change the relative priority of the DIP, prepetition and adequate protection liens

Events of Default and Remedies

• Payment defaults have three business days' grace for administrative error or a payment-system disruption. Breaches of most covenants have a 10-business-day cure period. Breaches of the budget, reporting, collateral, adequate protection and account covenants have no cure period.
• Other events of default under the amended credit agreement include:
  • Missing a milestone, submitting a disbursement request above the account limits, or making any payment outside the DIP orders and approved budget, subject to the permitted variance
  • Appointment of a trustee or an examiner with enlarged powers, dismissal or conversion, or disposition of all or a material portion of any obligor's assets without PIF's consent
  • Confirmation of any plan other than the approved plan, or approval of a disclosure statement for one, or the debtors filing, proposing, supporting or failing to contest in good faith any such plan
  • Termination or reduction of exclusivity without PIF's consent
  • Filing any bidding procedures, sale process or sale motion that PIF has not accepted
  • Any challenge to PIF's prepetition or DIP liens or claims, adequate protection for another prepetition creditor, any senior or pari passu lien or superpriority claim other than the Carve Out, or any motion to restrict PIF's credit bid rights
  • Dismissal, denial or late filing of the UK recognition applications or the Jersey administration application; the English court not granting recognition with a stay within 45 days after the petition date; or the Jersey administration order being refused or discharged
  • Cross-default on other debt of $5 million or more
  • Creditor process against assets with an aggregate value of $5 million that is not discharged within 14 days
  • Litigation reasonably likely to have a material adverse effect, or involving liability above $15 million
  • Stopping all or a material part of the business, or any obligor ceasing to be a wholly owned subsidiary of the parent
  • Any event that PIF reasonably believes has, or is reasonably likely to have, a material adverse effect
• Remedies follow these steps:
  • On notice to the debtors, committee counsel and the U.S. Trustee, PIF may terminate commitments and accelerate
  • The debtors and the committee are entitled to an emergency hearing within a seven-calendar-day default notice period, limited to whether an event of default occurred
  • During that period PIF may not enforce against collateral. The debtors may use cash collateral and DIP proceeds in the proceeds account only for expenses critically necessary to preserve the collateral and to fund the Carve Out.
  • If no one contests in time, or the court declines to stay enforcement, the termination date is deemed to occur and the automatic stay lifts
• Under the amended credit agreement, PIF may block disbursements from the blocked and lender reserve accounts and withdrawals from the proceeds account without prior notice, subject to the Carve Out
• After the termination date, and subject to the Carve Out, all collateral proceeds, including receipts above the $27.3 million threshold, are applied:
  • First to the DIP obligations
  • Then, subject to the challenge provisions, to the prepetition obligations
  • Then to the estates
• Proceeds of any financing obtained in breach of the final order must be turned over to PIF

Operating Covenants

• Unless PIF consents or waives, the amended credit agreement's covenants bar:
  • Appointing, replacing or removing any director or officer
  • Hiring, firing (other than for cause) or changing the role or pay of the CEO, the commissioner or their direct reports
  • Any hire or contractor engagement with guaranteed annual compensation above $50,000, and any bonus, equity incentive or collective bargaining arrangement
  • Entering into or amending contracts, with these exceptions:
    • Replacements of existing contracts needed to finish the 2026 season, with liability no greater than the greater of $500,000 above, or 105% of, the replaced contract
    • Amendments needed for the 2026 season that raise liability by no more than the greater of $500,000 or 5%
    • Contracts for the 2026 season under $250,000 that do not relate to a group-hosted event
  • Replacements and amendments must have terms ending by Dec. 31, 2026
  • Any binding commitment with a player to compete as a professional golfer
  • Choosing or changing tournament weeks or locations, or signing venue agreements, other than cancelling events in Michigan or New Orleans
  • Live media rights agreements, other than ordinary-course 2026 season agreements outside the U.S. and U.K. with rights fees under $100,000
  • Capital expenditures, other than ordinary-course spending under $100,000 per transaction and under $500,000 per financial year
  • Acquisitions, joint ventures, forming new companies, mergers outside the approved plan, an IPO, charitable contributions, buying real property, new employee offices, or leases with rent above $100,000
  • Agreements with counterparties incorporated in listed Middle East and North Africa jurisdictions, other than PIF affiliates or agreements for tournaments hosted there
• The debtors must share drafts of material pleadings with PIF at least five days before filing. They must also deliver monthly financial statements within seven days of month-end, quarterly statements within 30 days and annual statements within 120 days.
• Any amendment or waiver of the contracts covenant requires the written consent of the head of PIF's direct investments or investments division, which is deemed given five business days after the borrower's written request unless PIF refuses in writing, or asks in writing for more time, within that period.

Tax Attributes

• The final order treats the debtors' net operating losses and other tax attributes as estate property protected by the automatic stay. PIF is acknowledged as a 50-percent shareholder of the DIP borrower for section 382 purposes, and the order restricts it as follows:
  • Except as required by law, PIF may not claim a worthless-stock deduction on the debtors' equity on a U.S. tax return for any tax year ending on or before the approved plan's effective date
  • Without the debtors' consent, given in consultation with the committee, PIF may not transfer equity in a debtor holding company in a way reasonably expected to cause an ownership change of the borrower. This restriction runs until the second anniversary of the approved plan's effective date or, if no plan takes effect, until dismissal or conversion.
• The restrictions survive repayment of the DIP, and the debtors' remedies are limited to specific performance and injunctive relief

Amendments

• The debtors and PIF may amend the DIP documents without court approval on at least three calendar days' notice to the committee. Court approval, after notice, is required for any change that:
  • Raises the rate (other than default interest) or fees
  • Increases commitments
  • Changes the termination date
  • Is otherwise materially adverse to the estates
• The final order controls over the DIP documents in any conflict
• PIF may not assign, transfer, novate or sub-participate the DIP obligations without the borrower's prior written consent; the borrower has consented to the terms of the BC Partners participation