Alea Holdings US Company - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Alea Holdings US Company, a Texas corporation, as Company and Borrower
• FIN Alea LLC, a Texas limited liability company, as Parent and Guarantor (under the facility agreement, "Guarantor" comprises both the Borrower and the Parent, each guaranteeing the obligations of the other, subject to a customary U.S. fraudulent-transfer savings limitation)
• The Borrower and the Parent are together the "Prepetition Obligors" and, with respect to the postpetition facility, the "Postpetition Obligors"; the debtors are holding companies whose purpose is to hold and manage insurance subsidiaries and continue to operate their businesses and manage their properties as debtors-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code
• The debtors filed voluntary chapter 11 petitions on July 19, 2026 in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, jointly administered under Case No. 26-90714 (CML); the interim order was entered July 20, 2026 and the final order was entered August 14, 2026. As of entry of the final order, no trustee, examiner or statutory committee of unsecured creditors had been appointed
• Alea Group Holdings (Bermuda) Ltd. is a debtor in the chapter 11 cases and, together with the Company and the Parent, constitutes a "Filing Entity" under the Chapter 11 Amendment, but is not an obligor under the facility

Agent / Lender(s)

• Catalina Finance LLP, as Administrative Agent and Security Trustee (also Prepetition Facility Agent)
• Catalina Finance LLP, as sole Lender under the facility as of the petition date (also Prepetition Facility Lender and plan sponsor under the RSA)

DIP Commitments

• $35 million incremental commitment (the "Postpetition Commitment") made available by the prepetition lender under the existing revolving facility agreement, as amended and restated pursuant to the Chapter 11 Amendment dated July 16, 2026
  • The incremental commitment was established as the "2026 Second Additional Commitment," provided on a fungible basis with, and as an increase in the principal amount of, the existing facility
  • The debtors are authorized to borrow from time to time up to an aggregate outstanding principal amount not to exceed $35 million, subject to the postpetition facility documents and the then-current approved budget
  • Only one loan may be requested in each utilisation request, the currency of each utilisation must be U.S. dollars, and each utilisation must be in a minimum amount of $1 million (and multiples thereof) or, if less, the available facility
  • Conditions to each postpetition utilisation include, among others, that the financing order has been duly entered, is in full force and effect and has not been reversed, modified, stayed, vacated or made subject to a pending appeal (with a copy delivered to the agent); that none of the specified bankruptcy-related events has occurred or is continuing without the majority lenders' prior written consent; that the lenders have received and approved the initial budget; that all adequate protection obligations due and owing under the financing order have been satisfied in full; and that the conditions in the definition of "Permitted Chapter 11 Filing" remain satisfied
  • Commitments that remain unutilised at the end of the availability period are immediately cancelled, and no cancelled commitment amount may be subsequently reinstated
• Total commitments under the facility were $100 million at the original date of the prepetition facility, increased to $150 million at the 2024 effective date, to $160 million at the 2026 amendment letter effective date, and to $195 million at the 2026 effective date (reflecting the $35 million Postpetition Commitment)
• As of the petition date, the aggregate outstanding principal amount drawn under the prepetition facility is $159.85 million, with prepetition obligations of not less than $231 million in the aggregate, inclusive of accrued and unpaid interest (including notes previously issued in satisfaction of accrued interest under the facility's payment-in-kind mechanics, together with interest accrued on such notes), fees, costs, charges and expenses
• The court found the debtors unable to obtain credit (i) having priority over administrative expenses of the kind specified in sections 503(b) and 507(b) on an unsecured basis under section 364(b); (ii) as an administrative expense under section 364(c)(1), secured by a lien on unencumbered property under section 364(c)(2), or secured solely by a junior lien on property not otherwise subject to a lien under section 364(c)(3); or (iii) on terms otherwise more favorable than those offered by the postpetition lender. The court further found that the terms of the postpetition facility are fair and reasonable, reflect the debtors' prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and fair consideration

Cash Collateral

• All cash, deposit accounts, securities, negotiable instruments, documents of title, chattel paper and other cash equivalents of the prepetition obligors, wherever located, whether as original collateral or as proceeds of other prepetition collateral, that constitute cash collateral within the meaning of section 363(a)
• As of the petition date, the prepetition obligors estimate approximately $3.1 million in cash on hand, all of which constitutes cash collateral subject to the prepetition liens
• Use of cash collateral is consensual, with the consent of the prepetition facility secured parties, and is subject to compliance with the then-current approved budget (subject to the permitted variance) and the carve-out
• The debtors are authorized to commingle cash collateral with postpetition operating funds in their ordinary course operating accounts; the prepetition secured parties' liens attach to all proceeds, products, offspring and profits of cash collateral notwithstanding such commingling
• The debtors may not use cash collateral for any purpose not reflected in the approved budget, except with the prior written consent of the prepetition facility agent or to fund obligations within the carve-out

Interest Rate

• Margin of 13.00% per annum plus the applicable Compounded Reference Rate (the daily non-cumulative compounded RFR rate) for each day of the relevant interest period; for U.S. dollars, the RFR is the overnight rate published by the Federal Reserve Bank of New York for the market for overnight cash borrowing collateralized by U.S. government securities, determined on a five RFR banking day lookback, with a central bank rate fallback (subject to a zero floor) if the RFR is unavailable and no cost-of-funds fallback
• Interest periods of one, three or six months are available (or such other period as may be agreed between the borrower and the agent acting on the instructions of all lenders); accrued interest is payable on the last day of each interest period and on any date on which the relevant loan or note is repaid, prepaid or redeemed in full
• Interest is payable in kind except when the loans and all notes are repaid or redeemed in full:
  • In lieu of cash payment, the borrower issues notes to the lenders in a principal amount equal to the accrued interest on each interest notes issuance date
  • Each such note thereafter accrues interest at the same rate and on the same interest period basis as the underlying loan, with that interest itself settled through the issuance of further notes on a self-compounding basis
  • All notes are to be repaid or redeemed in full on the termination date
• Default Rate Increase: 1.0% per annum above the rate that would have been payable had the overdue amount constituted a loan for successive interest periods selected by the agent; default interest, if unpaid, compounds with the overdue amount at the end of each applicable interest period but remains immediately due and payable on demand
• No interest period for a loan may be longer than six months, and interest under the finance documents may not exceed the maximum rate of non-usurious interest permitted by applicable law

Fees

• Commitment Fee: 35% of the applicable margin per annum on each lender's available commitment during the availability period
  • Payable on the last day of each successive three-month period ending during the availability period, on the last day of the availability period, and on the cancelled amount of each lender's commitment at the time cancellation is effective
  • Like interest, the commitment fee is not paid in cash but is settled through the issuance of notes on each fee notes issuance date, with each such note thereafter accruing interest at the same rate and interest period basis as any loan then outstanding selected by the borrower, settled through the issuance of further notes
• Agency and security trustee fees are payable in the amounts and at the times agreed in a fee letter
• Assignment/Transfer Fee: $3,500, payable to the agent for its own account by the new lender on the date an assignment or transfer takes effect, unless the agent otherwise agrees and excluding assignments or transfers to an affiliate of a lender or to a related fund; any transfer of notes must be in a minimum denomination of $100,000 and notes may be transferred only together with the loans to which they relate
• The obligors are required to pay, promptly on demand, all costs and expenses (including legal fees, subject to any agreed caps) reasonably incurred by the agent and security trustee in connection with the negotiation, preparation, execution and perfection of the Chapter 11 Amendment and the amended and restated facility agreement; actions taken in connection with or as a result of the chapter 11 filing (including appearance in or monitoring of court proceedings, preparation or filing of motions, objections, proofs of claim or other pleadings, adequate protection or cash collateral proceedings, and enforcement actions); and any amendment, waiver or consent requested after the effective date
• The finance parties are indemnified as provided in the secured facility documents, including Clause 16 of the secured facility agreement

Maturity

• Termination Date under the facility: the date falling 48 months after the first utilisation date (the debtors represent the first utilisation date occurred on July 25, 2023, resulting in a termination date of July 25, 2027); all notes are to be repaid or redeemed in full on that date
• Authorization to use cash collateral expires upon the earliest to occur of:
  • The occurrence of a termination event, subject to the remedies notice period
  • The effective date of any confirmed plan of reorganization in the chapter 11 cases
• Termination events include, among others:
  • Failure to comply with the interim or final order, including compliance with the approved budget (subject to the permitted variance), if not cured within three business days after written notice
  • Reversal, modification, amendment, vacatur or stay of the interim or final order, or any order relating to the use of cash collateral or the postpetition facility, without the agents' prior written consent
  • Appointment of a trustee in bankruptcy, or of an examiner with enlarged or expanded powers, in any case; conversion of any case to chapter 7; or dismissal of any case (or the filing of a motion by any debtor seeking dismissal)
  • Any debtor commencing or supporting a challenge to the validity, enforceability, priority, perfection or non-avoidability of the prepetition or postpetition liens or obligations
  • Entry of any order granting a lien or claim senior to or pari passu with the prepetition or postpetition liens or the adequate protection or postpetition superpriority claims, or granting relief from the automatic stay with respect to the prepetition or postpetition collateral, in each case without the applicable agent's consent
  • Entry of any order approving, or the filing of any motion seeking, a section 363 sale outside the ordinary course, other than in connection with a permitted sale, a sale consented to in writing by the postpetition facility agent, or — where the debtors do not have a confirmable plan — an alternative sale on terms expressly agreed to in writing by the finance parties
  • Termination or modification of the debtors' exclusive periods without the agents' prior written consent
  • Any event of default under the secured facility documents, after giving effect to applicable notice and cure periods
  • Any debtor taking action that would impair or subordinate the secured parties' liens, claims or protections, if not cured within three business days after written notice
  • Failure to comply with the RSA milestones, unless waived or extended by the agents
• Upon an event of default under the facility's U.S. insolvency clause, the total commitments automatically terminate and all principal of the loans and notes then outstanding, together with accrued interest, fees and other obligations, immediately become due and payable
• If the interim financing order was not entered within three business days of the filing date (July 19, 2026) and the final financing order was not entered within 30 calendar days of the filing date, the facility agreement provides that the $35 million incremental commitment is cancelled and all outstanding loans relating thereto, together with accrued interest, become immediately due and payable; the Chapter 11 Amendment frames the same trigger as cancellation at the lenders' option, with the lenders having no further obligation to fund until the applicable order is entered and a copy delivered to the agent
• The incremental commitment is also subject to cancellation and unavailable for utilisation upon specified bankruptcy-related events:
  • Subject to a three-business-day cure right: a filing entity applying for or filing a motion seeking dismissal of its case; a filing entity filing a motion seeking approval of a section 363 sale of all or substantially all of its assets other than a permitted sale or a sale on terms expressly agreed in writing by the lenders; or a filing entity or its estate commencing a challenge to a finance party's prepetition lien or claim
  • Subject to a ten-business-day cure right: reversal, vacatur, stay or adverse modification of the financing order; dismissal of a filing entity's case; entry of an order terminating or modifying a filing entity's exclusive periods; entry of an order granting a lien or superpriority or administrative expense claim senior to or pari passu with the finance parties', or cancelling, extinguishing, impairing or subordinating any of their liens or claims; or entry of an order granting stay relief to any creditor with respect to collateral
  • No cure right: the ordering of a trustee, an examiner with expanded powers or conversion to chapter 7; or a filing entity or its estate supporting a challenge to any finance party's prepetition lien or claim
• The borrower may prepay the whole or any part of any loan on not less than five RFR banking days' prior notice (or such shorter period as the majority lenders and the agent may agree), with any partial prepayment reducing the relevant loan by a minimum of $1 million; the company may separately cancel the whole or any part (minimum $1 million) of the available facility on not less than five business days' notice, with any such cancellation reducing the lenders' commitments rateably
• Mandatory prepayment and cancellation events under the facility include:
  • Change of control: each lender may, on notice, cancel its commitment and declare its participation in all outstanding loans, together with accrued interest and all other accrued amounts, immediately due and payable
  • Sale of all or substantially all of the assets of the group, whether in a single transaction or a series of related transactions (including by way of reinsurance or transfer of a portfolio or portfolios of insurance contracts): the facility is cancelled and all outstanding loans, accrued interest and other accrued amounts become immediately due and payable
  • Disposal proceeds must be applied in prepayment of loans and cancellation of the corresponding commitments, subject to exclusions for ordinary course trading disposals, related expenses, and proceeds applied or committed to be applied within 12 months of the later of completion and receipt (and actually applied within 18 months) toward reinvestment in the business; absent an election, prepayment is due on the quarter date following receipt, and the company may instead elect application on the last day of the relevant interest period unless an event of default has occurred and is continuing

Remedies

• Upon a termination event, the applicable agent may deliver a written default notice (with a copy filed with the court) to the debtors, debtors' counsel, the U.S. Trustee and counsel to any committee
• Remedies Notice Period: five business days following delivery of a default notice, during which the debtors or any party in interest may seek an emergency hearing to contest whether a termination event has occurred and is continuing or to obtain authority for the non-consensual use of cash collateral; if such a hearing is requested before the period expires, the period is continued until the court rules
• Upon expiration of the remedies notice period, the automatic stay terminates solely to the extent necessary for the applicable agents to elect one or more of the following: termination, reduction or restriction of cash collateral use (subject only to the carve-out); acceleration of the postpetition obligations (subject only to the carve-out), without presentment, demand, protest or other notice, each of which is expressly waived by the debtors; termination, reduction or restriction of any remaining postpetition commitments; subject to funding of the carve-out, termination of the postpetition facility with respect to any future liability or obligation of the secured parties, without affecting the postpetition liens or obligations; or delivery of a carve-out trigger notice
• Before exercising any other right or remedy against the prepetition or postpetition collateral, the applicable agent must file an emergency stay relief motion on at least five business days' notice; upon the court granting that motion, the secured parties may exercise all rights and remedies available under the orders, the facility documents and applicable law
• No stay relief motion or remedies notice period is required for a termination event arising from conversion, appointment of a trustee or examiner with expanded powers, or any circumstance involving imminent dissipation, transfer, encumbrance or impairment of the collateral; in such emergency circumstances the applicable agent may apply to the court on an emergency basis for stay relief without observing the full remedies notice period
• During the remedies notice period, the debtors remain authorized to use cash collateral to fund the carve-out and other essential operating expenses set forth in the approved budget as necessary to preserve the value of the estates and the collateral

Carve Out

• Unpaid fees payable to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a)
• Chapter 7 Trustee Fee: reasonable and documented fees and expenses up to $50,000 incurred by a trustee under section 726(b)
• Pre Carve-Out Trigger Notice Cap: allowed professional fees of the estate professionals incurred prior to delivery of a carve-out trigger notice by the postpetition facility agent — uncapped in amount notwithstanding the "Cap" label
• Carve-Out Trigger Notice: a written notice stating that the Post Carve-Out Trigger Notice Cap has been invoked, delivered by hard copy or email by the postpetition facility agent to lead bankruptcy counsel for the debtors, the U.S. Trustee and counsel to any committee, and deliverable following the occurrence and during the continuance of a termination event; the carve-out trigger notice date is the day the notice is received by the debtors
• "Allowed Professional Fees" means fees and expenses incurred prior to the applicable event, to the extent allowed at any time (whether by interim order, procedural order or otherwise, subject to final allowance by the court), without regard to whether such fees are provided for in any approved budget or were invoiced after the carve-out trigger notice date; fees incurred at any time before or on the first business day after delivery of a carve-out trigger notice but not yet allowed become allowed professional fees benefiting from the carve-out upon allowance, and the carve-out account is to be funded to include them
• Post Carve-Out Trigger Notice Cap: $2 million for debtor professionals and $50,000 for committee professionals, in each case incurred on or after the later of the first business day following delivery of a carve-out trigger notice or the court's determination, after a hearing, that a termination event has occurred
• Carve-Out Account mechanics:
  • Under the interim order, the debtors were required to fund a segregated carve-out account, not subject to the control of the finance parties, within five business days of entry of that order in an amount equal to the total budgeted debtor and committee professional fees for the first two weeks of the approved budget
  • Thereafter, the debtors are authorized to transfer into the account on a weekly basis cash equal to the estimated debtor and committee professional fees (excluding any restructuring, sale, success or other transaction fee of any investment banker or financial advisor) for the next unfunded week set forth in the approved budget, as determined by the applicable estate professional in its reasonable discretion
  • On the carve-out trigger notice date, the notice constitutes a demand to fund the account in cash in an amount equal to the difference between the applicable carve-out cap and the balance then held in the account; the postpetition facility agent may not sweep or foreclose on the debtors' cash until the account has been fully funded
  • Funds in the account are applied first to obligations benefitting from the pre carve-out trigger notice cap and then to those benefitting from the post carve-out trigger notice cap, with the account reduced dollar-for-dollar for allowed professional fees paid after delivery of the carve-out trigger notice and not replenished for such amounts
  • Any payment to an estate professional in respect of allowed professional fees prior to delivery of the carve-out trigger notice does not reduce the carve-out
  • The carve-out account is excluded from the postpetition collateral and is not subject to the postpetition liens or available to pay the postpetition obligations or adequate protection obligations until all carve-out amounts are paid in full; any remaining funds after payment of all carve-out amounts are distributed first to the postpetition facility agent on account of the postpetition obligations, second to the prepetition facility agent on account of the prepetition obligations, and third to the debtors
  • Neither the carve-out, the carve-out account nor any approved budget constitutes a cap or limitation on the amount of allowed professional fees due and payable by the debtors or that may be allowed by the court, and the failure of the account to satisfy the carve-out in full does not affect the priority of the carve-out
• The carve-out is senior to all claims and liens, including the postpetition liens and any adequate protection obligations; payments from the carve-out remain subject to the terms and conditions of each estate professional's engagement agreement and appurtenant retention order, and the debtors may pay compensation and expense reimbursement incurred prior to a termination event to the extent allowed and payable under sections 330 and 331
• The finance parties are not responsible for the direct payment or reimbursement of any estate professional's fees or expenses in the chapter 11 cases or any successor case, regardless of allowance, and nothing in the orders obligates them to pay such compensation or to guarantee that the debtors have sufficient funds to do so

Use of Proceeds

• Proceeds of postpetition borrowings may be used solely for the permitted uses, in each case to the extent reflected in the then-current approved budget:
  • Pay adequate protection obligations
  • Pay costs of administration of the chapter 11 cases, including funding obligations within the carve-out and professional fees and expenses of counsel and other advisors retained by the debtors and any committee
  • Fund the management of the debtors' insurance subsidiaries' businesses and pay intercompany obligations as and when due
  • Pursue the transactions contemplated by the RSA and the plan, including consummation of the permitted sales and making distributions under the plan
  • Working capital and general corporate needs of the debtors
• "Permitted Sales" are the sales of Alea North America Insurance and North American Insurance Company of California to the respective purchasers under the applicable stock purchase agreements in force as of the date of the Chapter 11 Amendment; the facility's purpose clause also permits proceeds to fund administrative costs and the payment of claims under the terms of a bankruptcy plan during the chapter 11 cases, in each case pursuant to the approved budget
• No proceeds of prepetition or postpetition collateral, or amounts within the carve-out, may be used to investigate, initiate, prosecute or support any claim or proceeding challenging the finance parties' liens or claims or asserted against any finance party; to seek postpetition financing from any party other than the postpetition facility lender that would grant priming or pari passu liens on the postpetition collateral without payment in full in cash of all postpetition obligations; or to assert any defense, counterclaim or offset against any finance party's enforcement rights or claims
• No finance party is bound to monitor or verify the application of any amount borrowed under the facility

Credit Bid

• Subject to the terms of the secured facility documents, the postpetition facility agent (on behalf of the postpetition facility lender) has the right to credit bid under section 363(k) all or any portion of the postpetition obligations and/or the prepetition obligations in connection with any sale of all or any portion of the postpetition and/or prepetition collateral under section 363, a chapter 11 plan or otherwise, without further order of the court
• Any credit bid in connection with a permitted sale is subject to the terms and conditions of any sale and purchase agreement approved by the finance parties in writing pursuant to the secured facility documents

Avoidance Actions

• Avoidance actions arising under chapter 5 of the Bankruptcy Code (including sections 544, 545, 547, 548, 549, 550, 551 and 553) constitute excluded assets and are not subject to the postpetition liens
• The proceeds of avoidance actions are included in the postpetition collateral, as part of the grant of liens on causes of action and all tort claims

Challenge Period and Budget

• The debtors' stipulations, admissions, agreements and releases are binding on the debtors and any successor (including any chapter 7 or chapter 11 trustee or examiner) in all circumstances upon entry of the final order, and on all other parties in interest unless (a) a party in interest with requisite standing — obtained pursuant to an order entered before expiration of the challenge period — timely files an adversary proceeding or contested matter asserting a challenge within the applicable challenge period and (b) a final, non-appealable order is entered in favor of the plaintiff sustaining that challenge. The challenge period runs to:
  • As to any committee only, 60 calendar days from the formation of the committee (no committee had been appointed as of entry of the final order)
  • As to all other parties in interest, September 3, 2026
  • If the chapter 11 cases are converted to chapter 7 and a chapter 7 or chapter 11 trustee is appointed or elected prior to the end of the challenge period, then solely as to such trustee, the later of September 18, 2026 or 30 calendar days after such appointment or election
  • In each case as extended to any later date agreed to in writing by the debtors, the postpetition facility agent and the prepetition facility agent, or ordered by the court for cause upon a motion filed and served within the applicable period
• If no challenge is timely and properly filed during the challenge period, or the court does not rule in the plaintiff's favor, then the stipulations are binding on all parties in interest; the prepetition obligations constitute allowed claims not subject to defense, avoidance, reduction, setoff, counterclaim, recharacterization, subordination, disallowance, impairment or recoupment; the prepetition liens are deemed to have been, as of the petition date, legal, valid, binding and perfected and not subject to any such challenge; and all claims, causes of action, counterclaims and offsets against the prepetition facility secured parties and their representatives relating to the prepetition facility documents, obligations, liens and collateral are deemed forever waived, released and barred. If a challenge is timely filed, the stipulations nonetheless remain binding and preclusive on all committees and other persons except to the extent expressly and successfully challenged by final, non-appealable order
• Nothing in the orders vests or confers on any person, including any committee, standing or authority to pursue any claim or cause of action belonging to the debtors or their estates, and any ruling on standing, if appealed, does not stay or otherwise delay the chapter 11 cases or confirmation of any plan
• Any pleading filed in connection with a challenge must set forth with specificity the basis for such challenge, and claims not so specified prior to expiration of the challenge period are deemed waived, released and barred; no challenge may be amended, supplemented or modified after expiration of the challenge period to assert any additional claim, cause of action, theory, factual basis, remedy or party, and any proceeding purporting to assert a challenge filed after expiration of the applicable period is void ab initio
• Neither the filing, prosecution, appeal or pendency of any challenge, nor any request for standing or derivative authority, stays, extends, delays or impairs the debtors' obligations to comply with the milestones, pursue confirmation of the plan, consummate any permitted sale or otherwise perform under the RSA, the secured facility documents or the orders, absent the agents' prior written consent
• Investigation Budget: a committee may use proceeds of the postpetition facility and cash collateral to investigate — but not to prosecute or initiate the prosecution of, including the preparation of any complaint or motion — the claims and liens of the prepetition facility secured parties and potential claims, counterclaims, causes of action or defenses against them, up to an aggregate cap of $25,000
• Approved Budget: the 13-week budget annexed to the final order, setting forth on a line-item basis the debtors' anticipated cash receipts and disbursements for the period following the petition date, as may be modified or extended from time to time with the prior written consent of the prepetition facility agent and postpetition facility agent; the approved budget corresponds to the "Initial Budget" as defined in the secured facility agreement
• Budget Period: under the final order, the four-week trailing period specified in the then-current approved budget, as may be extended by agreement among the debtors and the agents (under the interim order, the period from the petition date through the date four weeks thereafter)

Securities and Priorities

• Effective as of the petition date and without the necessity of any further execution, recordation or filing, the postpetition facility agent (for the benefit of itself and the postpetition facility lender) is granted, pursuant to sections 364(c)(2), 364(c)(3) and 364(d)(1), valid, binding, continuing, enforceable, non-avoidable and automatically perfected liens on and security interests in all postpetition collateral — substantially all prepetition and postpetition property of the postpetition obligors' estates; Alea Group Holdings (Bermuda) Ltd., which is not an obligor, grants no liens and its estate is not subject to the postpetition liens or superpriority claim — including without limitation:
  • All tangible and intangible personal property; all real property and leaseholds; all cash, cash equivalents and deposit accounts; all accounts, receivables and other rights to payment; all investment property and securities; all intellectual property; all documents and instruments; all general intangibles; all equity interests in the postpetition obligors' subsidiaries (to the extent not constituting excluded assets); causes of action and all tort claims, including the proceeds of avoidance actions; and all products, rents, profits and proceeds of the foregoing
  • Excluded assets comprise avoidance actions (but not the proceeds thereof) and any assets or equity interests the encumbrance of which requires unobtained governmental consent or approval, provided that the debtors shall use commercially reasonable efforts to obtain such consent, upon receipt of which the applicable assets automatically constitute postpetition collateral without further order
• The postpetition liens rank as follows, subject only to the carve-out:
  • Pursuant to section 364(d)(1), first-priority senior priming liens on all postpetition collateral subject to the prepetition liens, senior to and priming the prepetition liens
  • Pursuant to section 364(c)(2), first-priority liens on all postpetition collateral not otherwise subject to a valid, perfected and non-avoidable lien as of the petition date
  • Pursuant to section 364(c)(3), junior liens on all postpetition collateral subject to a valid, perfected and non-avoidable lien as of the petition date other than the prepetition liens (to the extent any such liens exist)
  • The three grants are intended to be mutually exclusive and collectively exhaustive with respect to all postpetition collateral
• Postpetition Superpriority Claim: pursuant to section 364(c)(1), an allowed superpriority administrative expense claim in each of the chapter 11 cases and any successor or converted cases of the postpetition obligors, with priority over all administrative expense claims and all other claims, including claims under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114, subject only to the carve-out
• The interim and final orders are sufficient and conclusive evidence of the validity, perfection and priority of the postpetition liens and adequate protection replacement liens without any further filing or recording; the agents are authorized but not required to make such filings, which are deemed made on the petition date, and a certified copy of either order may be filed with any recording office in lieu of any financing statement or other instrument
• The automatic stay is modified solely to the extent necessary to permit the granting of the postpetition liens and adequate protection replacement liens and the making of all payments and other actions authorized under the orders; the exercise by the secured parties of all rights and remedies following a termination event and expiration of the remedies notice period; and all actions to file, record and perfect the liens
• No prepetition or postpetition facility secured party is required to file proofs of claim in the chapter 11 cases or any successor case; the debtors' stipulations and the orders' findings regarding the postpetition obligations, liens and claims are deemed to constitute timely filed proofs of claim, and no bar date order applies to the secured parties
• The court found that the finance parties acted in good faith in connection with the negotiation, execution and delivery of the secured facility documents and the interim and final orders and in relying on those orders; that the terms of the cash collateral use and the postpetition facility were negotiated in good faith and at arm's length among the obligors and the finance parties; and that the use of cash collateral and the credit extended under the postpetition facility do not constitute a fraudulent conveyance or fraudulent transfer
• The secured facility agreement and the Chapter 11 Amendment are governed by English law, with the English courts having exclusive jurisdiction (a benefit reserved to the finance parties, who may take concurrent proceedings in any other court with jurisdiction) and the U.S. obligors additionally submitting to the non-exclusive jurisdiction of the New York state and federal courts and waiving trial by jury; the prepetition security documents are governed by New York law
• The terms of the final order control over any conflicting term of any secured facility document and over the interim order to the extent of any conflict; the postpetition liens, adequate protection replacement liens and superpriority claims survive and maintain their priorities upon conversion, dismissal or plan confirmation, and the court retains exclusive jurisdiction to adjudicate all disputes relating to the postpetition facility, the cash collateral authorization, the liens and the carve-out

Prepetition Security

• The prepetition facility agreement was originally dated July 25, 2023, amended and restated on June 20, 2024, amended by a consent letter dated June 8, 2026 (the Tender Offer Consent Letter), amended by an amendment letter dated June 30, 2026, amended by a consent letter dated July 10, 2026 (the Permitted Transactions Consent Letter), and further amended and restated pursuant to the Chapter 11 Amendment dated July 16, 2026
• "Prepetition Collateral" means all property of the prepetition obligors' estates in and upon which the prepetition facility secured parties hold prepetition liens as of the petition date
• As security for the prepetition obligations, the Parent entered into a New York law Parent Pledge Agreement dated July 25, 2023 granting a lien over all of the Parent's shares in the Borrower and intra-group receivables owing to it from the Borrower and group members, and the Borrower entered into a New York law Collateral Agreement dated July 25, 2023 granting a lien over substantially all of the Borrower's assets, including its bank accounts and shares in its subsidiaries (other than the issuers of the trust preferred securities)
• The prepetition obligors entered into a Security Reaffirmation Agreement dated July 16, 2026 with the security trustee confirming that, subject to applicable legal reservations and perfection requirements, the prepetition security documents and transaction security remain in full force and effect, continuous, unimpaired, uninterrupted and undischarged, and that the obligations under the amended and restated prepetition facility documents are included in the secured obligations thereunder
• The debtors stipulate that, as of the petition date, the prepetition liens were valid, binding, enforceable, non-avoidable and properly perfected, were granted for fair consideration and reasonably equivalent value, and were senior in priority over all other liens on the prepetition collateral, subject only to permitted security; that the prepetition obligations constitute legal, valid, binding and non-avoidable obligations; and that no offsets, defenses, claims or counterclaims to the prepetition liens or obligations exist

Adequate Protection

Prepetition Facility Secured Parties

• Diminution in Value is measured by reference to any decline in the value of the prepetition facility secured parties' interests in the prepetition collateral resulting from the debtors' use, sale or lease of the prepetition collateral (including cash collateral), the imposition of the automatic stay, the priming of the prepetition liens by the postpetition liens, the subordination of the prepetition liens to the carve-out, and any other act or omission in connection with the chapter 11 cases
• Adequate Protection Replacement Liens: valid, binding, enforceable, non-avoidable and automatically perfected replacement and additional liens on all postpetition collateral (excluding the excluded assets), effective as of the petition date and to the extent of any diminution in value, with the following priority:
  • On all postpetition collateral in which the prepetition secured parties held prepetition liens as of the petition date, senior to all other claims and encumbrances, subject only to the postpetition liens and the carve-out
  • On all other postpetition collateral, second-priority liens, junior only to the postpetition liens and the carve-out
• Adequate Protection Superpriority Claim: an allowed superpriority administrative expense claim under section 507(b) in each of the chapter 11 cases and any successor or converted cases of the prepetition obligors, to the extent of any diminution in value, with priority over all other administrative expense claims other than the carve-out, to which it is subordinated, and the postpetition superpriority claim, which is senior thereto
• Adequate Protection Payments:
  • All accrued and unpaid interest at the rate and in the manner set forth in the prepetition facility documents, but solely through the payment-in-kind mechanics (issuance of notes)
  • All fees, costs, charges and expenses as and when due and payable under the prepetition facility documents
  • All reasonable and documented costs and expenses (including legal fees, subject to any agreed caps) incurred in connection with the negotiation and execution of the prepetition facility documents and in connection with the chapter 11 cases and related proceedings (including adequate protection and cash collateral proceedings) and enforcement actions
  • Payments are due within five business days of submission of invoices or statements with reasonable supporting detail, subject to a five-day review period, without further application to or approval by the court but subject to the approved budget; the debtors' obligation to pay is unconditional and not subject to offset, defense, counterclaim or recoupment
• Reporting and Information Rights:
  • Variance reports comparing actual cash receipts and disbursements to the approved budget for the prior week and on a cumulative basis since the petition date, due no later than each second Wednesday for the preceding two weeks ending Sunday
  • Copies of all financial statements, reports and other information provided to any committee, concurrently with delivery to such committee
  • Prompt written notice (and in any event within two business days of actual knowledge) of any material adverse change in operations or financial condition, any event constituting or reasonably expected to constitute a termination event, and any challenge or threatened challenge to the prepetition liens or obligations
  • Such other information as may be reasonably requested from time to time
• Preservation of Prepetition Collateral: the debtors shall maintain all insurance policies required under the secured facility documents; pay all taxes, assessments and other charges with respect to the prepetition collateral as they come due to the extent reflected in the approved budget (unless contested in good faith by appropriate proceedings); and permit the prepetition facility agent and its representatives reasonable access to the debtors' books and records and the prepetition collateral upon reasonable prior notice during normal business hours
• Defense of Financing Order: the debtors shall take all steps reasonably necessary to defend the interim and final orders, give notice within two business days of becoming aware of any challenge or threat thereto, and refrain from consenting to any adverse modification without the agents' prior written consent, subject to fiduciary duties under applicable law
• Reservation: the provision and acceptance of adequate protection does not constitute an admission that the prepetition secured parties' interests are adequately protected within the meaning of section 361, and such parties reserve all rights to seek additional or different adequate protection and to assert a section 507(b) claim for any deficiency

Waivers and Releases

• Section 506(c): the debtors are deemed to have waived, for the benefit of the prepetition and postpetition facility secured parties, any right to surcharge the prepetition or postpetition collateral
• Section 552(b): the prepetition and postpetition facility secured parties are not subject to the "equities of the case" exception with respect to the proceeds, products, offspring or profits of any prepetition or postpetition collateral
• Marshaling: in no event shall any prepetition or postpetition facility secured party be subject to the equitable doctrine of marshaling or any similar doctrine with respect to the collateral
• The debtors waive, discharge and release any right to challenge the prepetition obligations, the priority of the prepetition obligors' obligations thereunder, and the validity, extent and priority of the prepetition liens
• Release: the debtors and their estates (subject to the challenge period provisions) absolutely, unconditionally and irrevocably release and discharge the finance parties and their representatives, in their capacities as prepetition and postpetition facility secured parties, from all obligations, liabilities, claims, counterclaims, demands, defenses, offsets and causes of action arising prior to the date of the interim order relating to the prepetition and postpetition facility documents and the transactions contemplated thereby, other than claims or liabilities determined by final, non-appealable order to result from the bad faith, fraud, gross negligence or willful misconduct of a released party; nothing in the release relieves the finance parties or the debtors of their obligations under the secured facility documents from and after the date of the interim order
• Indemnification: the debtors agree that no exception or defense in contract, law or equity exists to any obligation to indemnify or hold harmless the finance parties, and any such defenses in existence as of the date of the final order are waived
• No Waiver: the failure or delay of any secured party in seeking relief or exercising rights and remedies under the orders or the secured facility documents does not constitute a waiver of any of their rights, remedies, powers or privileges
• The 14-day stay under Bankruptcy Rules 4001(a)(3), 4001(c)(2) and 6004(h) is expressly waived for cause shown, and the final order is effective and enforceable immediately upon entry; any party seeking a stay pending appeal must seek such relief from the court in the first instance
• All objections to the motion not withdrawn, waived, settled or resolved are overruled on the merits with prejudice to the extent not inconsistent with the final order

Permitted Variance

• Actual net cash disbursements in any category, other than fees and expenses incurred by debtor professionals, may not exceed the amounts set forth in the approved budget by more than 15% in the aggregate on a cumulative basis for any rolling four-week period, without the prior written consent of the prepetition facility agent