Common use of Backstop Commitment Clause in Contracts

Backstop Commitment. The Unused Allowed Claims of the New Convertible Notes Class C Unsecured Creditors and the Unused Allowed Claims of the New Convertible Notes Class C Backstop Parties after application of the Unused Allocation Amount (including with respect to the New Convertible Notes Class C Backstop Commitment) shall receive their respective allocation of New Convertible Notes Class A, as provided in the Class 5a Treatment in the Approved Plan and as described in the New Convertible Notes Class A Term Sheet. The consideration provided by the New Convertible Notes Class C Backstop Parties for the Direct Allocation Amount and the consideration provided by the New Convertible Notes Class C Unsecured Creditors and the New Convertible Notes Class C Backstop Parties for the Unused Allocation Amount (including with respect to the New Convertible Note Class C Backstop Commitment) shall be comprised of US$0.921692 of new money for each $1 of Allowed Claims. Any funds with respect to the New Convertible Notes Class C Backstop Commitment shall be payable no earlier than five (5) Business Days prior to the Effective Date). Final Maturity December 31, 2121 Annual Interest Rate 0% Conversion Ratio The Conversion Ratio of New Convertible Notes Class C to New Convertible Notes Back-up Shares will be a ratio equal to 0.705506x2 at Plan Equity Value (the “New Convertible Notes Class C Conversion Ratio”); provided, however, that to the extent the Plan Equity Value is amended or otherwise changed, the Conversion Ratio with respect to the New Convertible Notes Class C will be correspondingly amended to maintain the same proportional value (relative to Plan Equity Value) attributable to the New Convertible Back-up Shares as implied by the foregoing Conversion Ratio. The New Convertible Notes Class C Conversion Ratio shall step down by 50% on the day that is sixty (60) days after the Effective Date. 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. Securities Law Matters The New Convertible Notes Class C Preemptive Rights Offering will take place in the Chilean capital markets only and in accordance with applicable Chilean law. 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 distribution of New Convertible Notes Class C pursuant to the New Convertible Notes Class C Subsequent Notes Allocation will be exempt from registration with the SEC under applicable law. Participation in the New Convertible Notes Class C Subsequent Notes Allocation will be limited to certain qualified investors in the United States, and to investors outside the United States. 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. Therefore, participation in the New Convertible Notes Class C Subsequent Notes Allocation will be limited to (i) “qualified institutional buyers” within the meaning of Rule 144A(a)(1) under the Securities Act, or (ii) non-U.S. persons 2 Due to ongoing the ongoing claims reconciliation process, the ultimate Conversion Ratio used is subject to change from those used herein. located outside of the United States and who do not hold General Unsecured Claims for the account or benefit of a U.S. person, within the meaning of Regulation S under the Securities Act, in each case which have an account capable of holding Chilean securities. The New Convertible Notes Back-up Shares issued upon conversion of the New Convertible Notes Class C will be entitled to Registration Rights as provided in the Restructuring Term Sheet. Covenants None. Events of Default None other than non-payment. Governance Rights The New Convertible Notes Class C will convert into ordinary shares of New Convertible Notes Back-up Shares with identical governance rights to the existing common stock of the Issuer, subject to the Shareholders’ Agreement. Governing law Chile Clearing Depósito Central de Valores S.A., Deposito de Valores Additional Information The New Convertible Notes Class C will not be rated and will be listed with the CMF and stock exchanges in Chile as required under applicable Chilean law. EXHIBIT E EXECUTION VERSION The following term sheet (the “ERO Term Sheet”) summarizes the principal economic terms of a proposed investment in LATAM Airlines Group S.A. pursuant to the Approved Plan. Any agreement with respect to the matters discussed herein shall be subject in all respects to negotiation and execution of definitive documentation. Capitalized terms used and not otherwise defined in this ERO Term Sheet shall have the meanings assigned to such terms in the Restructuring Support Agreement or the Restructuring Term Sheet, as applicable. Issuer LATAM Airlines Group S.A. (the “Issuer” or “LATAM Parent”), a corporation organized under the laws of Chile, as reorganized pursuant to the Approved Plan. Security Description ERO New Common Stock (as defined in the Plan Term Sheet attached as Exhibit A to the Restructuring Support Agreement). Rights Offering Amount US$800,000,000 of ERO New Common Stock. Investors / Recipients • Backstop Shareholders; • Eligible Equity Holders (other than the Backstop Shareholders) (the “Non-Backstop Shareholders”), to the extent exercising preemptive rights in the ERO Rights Offering (defined below); • Commitment Creditors, in their capacity as parties providing the Commitment Creditors ERO New Common Stock Backstop Commitment (defined below) (the “Commitment Creditors ERO New Common Stock Backstop Parties”).