And Go Concepts - Chapter 11 DIP Terms

DIP Terms

Borrower / Guarantors

• And Go Concepts, LLC, as borrower
• Each other debtor affiliate that commenced a jointly administered Chapter 11 case, as guarantors on a joint and several basis, except Garland New Market LLC and AGC-North Texas Facilities, LLC, which do not guarantee the facility and grant no liens on their assets given the negative pledge and related covenants under the NMTC QLICI loan documents described in the first day declaration

Lender

• Twelve Bridge Capital LLC, as sole DIP lender, represented by Fishel Law Group

DIP Commitments

• $20 million new-money senior secured superpriority delayed-draw term loan facility, with no roll-up of prepetition debt, comprised of:
  • Tranche A: $10 million, drawn in full upon entry of the interim order on Aug. 28, 2026
  • Tranche B: $10 million, available in up to five draws of $2 million each following entry of a sale order and conclusion of the sale hearing with the court approving the bulk sale, each in form and substance reasonably acceptable to the lender
• The final order authorizes borrowing of the full $20 million commitment, with Tranche B subject to satisfaction or waiver of its conditions precedent, including the draw increment and maximum draw limits.
• Tranche B carries two sale-linked conditions, each waivable by the lender in writing:
  • At every draw, the purchase agreement for the bulk sale must remain in full force and effect and no party may have delivered a termination notice or a notice asserting a material adverse effect.
  • At the first draw only, the debtors must certify that projected net sale proceeds, after giving effect to all site adjustment amounts, required cure costs and lease expenses then known, are not less than 150% of the DIP obligations that would be outstanding if the entire commitment were funded; under the term sheet, the calculation counts court-approved asset sales and lease assignments reasonably expected to generate net proceeds, net of cure costs, commissions and closing adjustments. The condition is not retested at subsequent draws, which carry no other sale-size condition, unless aggregate site adjustment amounts increase by more than $5 million after the first draw, in which case it is retested once at the next draw.
• Every draw is also conditioned, under the term sheet, on a current approved budget and cash-flow forecast, a timely borrowing notice (other than for Tranche A), accurate representations, the absence of any event of default, sale jeopardy event or maturity, and payment of amounts then due to the lender and its professionals; Tranche A additionally required continued effectiveness of the APA and sale motion and funding of the deposit the APA requires, and, under the final order, the debtors delivered as a condition to initial funding a schedule of all loan party deposit and securities accounts identifying any subject to a control agreement, account pledge or third-party setoff right.
• The commitment is permanently reduced by the principal amount funded at each extension of credit and expires at the end of the availability period; amounts prepaid may not be reborrowed.
• The parties did not negotiate a long-form credit agreement: the DIP term sheet dated Aug. 23, 2026, as incorporated into the interim and final orders, is the operative and controlling financing document, subject only to supplemental security, guaranty or ancillary documentation the lender reasonably requires to perfect its liens. Where the term sheet and the final order differ materially, the final order controls.

Interest Rate

• 12% per annum on a 360-day basis, payable monthly in arrears on the first day of each month, PIK by capitalizing accrued interest into principal
• Default Rate Increase: 2.0%, applied automatically during the continuance of an uncured event of default and payable on demand or on the termination date

Fees

• Commitment Fee: 5.0% of the full $20 million commitment, fully earned and non-refundable upon entry of the interim order, capitalized into principal at that time
• Funding Fee: 2.0% of each draw, fully earned and non-refundable when the draw is funded, capitalized into principal at the time of the draw
• Exit Fee: 1.0% of the DIP obligations outstanding, earned and payable upon the first repayment, satisfaction, refinancing or other exit, and in all events on the termination date
• The capitalized commitment and funding fees constitute principal for all purposes, accrue interest and are secured by the DIP liens; none of the three fees is subject to reduction, setoff, recoupment, recharacterization, avoidance or disgorgement.
• Lender professional fees and expenses, including those of Fishel Law Group and a designated financial advisor, are payable whether incurred pre- or postpetition and are capped in the aggregate at $350,000, against which any prepetition payments count; the professionals are excused from the U.S. Trustee fee guidelines but must submit invoices to the debtors, their counsel, the U.S. Trustee and committee counsel, with objections limited to reasonableness and subject to a 10-day resolution period followed by a 10-day objection deadline. The term sheet provides that all accrued and unpaid lender fees and expenses are to be included for payment in the first Tranche A draw.

Maturity

• The earliest to occur of:
  • Jan. 31, 2027
  • Three business days following the closing date of the sale contemplated by the bulk APA
  • The effective date of any Chapter 11 plan with respect to any debtor
  • Conversion of any of the cases to Chapter 7
  • Dismissal of any of the cases
  • Acceleration following an event of default
• Voluntary prepayments are permitted at any time on three business days' notice, in minimum principal amounts of $100,000, subject to breakage costs and payment of the exit fee then due.

Mandatory Prepayments

• On closing of any Section 363 sale, including the bulk sale, net proceeds equal to the then-outstanding DIP obligations are paid directly to the lender at closing by wire under an agreed flow of funds, never deposited into a debtor account, subject under the final order only to the carve out; no distribution may be made to any other secured, administrative, priority, unsecured or equity claim ahead of that payment, other than the carve out and any PACA/PASA trust assets that are not estate property. The term sheet additionally subordinates the payment to the NMTC QLICI claims and liens in accordance with their respective priorities; the final order controls where the two differ materially.
• 100% of net proceeds of any other asset disposition or extraordinary receipt outside the ordinary course, including rejection fees and any deposit forfeited to or retained by the debtors under the bulk APA, and 100% of net proceeds of any replacement DIP, exit, recapitalization or other financing, are paid to the lender within two business days, up to the outstanding DIP obligations. The term sheet applies the same two-business-day rule to proceeds of any lease or leasehold sale, assignment, transfer, termination or buyout, including any Texas lease or other excluded or rejected lease.
• No sale proceeds, including the deposit, any site adjustment amount, rejection fee, deposit adjustment, delayed closing payment, anti-circumvention payment, escrow release, cure-cost refund or lease-expense refund, may be recharacterized, retained, transferred, netted, escrowed, reserved or distributed in a way that avoids or delays application to the DIP obligations.
• Unless the lender directs otherwise, proceeds apply first to lender professional fees and documented out-of-pocket expenses; second to DIP fees; third to accrued interest; fourth to principal, including capitalized PIK interest and PIK fees; and last to all other DIP obligations. Sale proceeds in excess of the amount required to repay the facility in full are not subject to mandatory prepayment and are distributed under the Bankruptcy Code and applicable court orders.
• Remaining net sale proceeds must be deposited into a segregated account free of any control agreement, account pledge or third-party setoff right, held at a depository unaffiliated with the NMTC lenders and not commingled with operating funds; while the facility is outstanding, the debtors must identify the account to the lender within two business days of opening and give at least three business days' notice, specifying amount, payee and purpose, before any disbursement other than payments to the lender.

Carve Out

• Post Carve Out Trigger Notice Cap: $500,000 in the aggregate for debtor and committee professionals under the final order; the term sheet frames the cap as applying to the debtors' professionals
• Chapter 7 Trustee Fee: $100,000
• The carve out also covers clerk and U.S. Trustee fees under 28 U.S.C. § 1930(a) plus statutory interest and, without cap, allowed and unpaid fees of debtor and committee professionals incurred on or before delivery of a carve out trigger notice, subject to the approved budget and any compensation orders. A trigger notice may be delivered only during the continuance of an event of default, to the debtors' lead counsel, committee lead counsel and the U.S. Trustee, and may issue simultaneously with or after the termination notice.
• The final order measures the capped tranche from delivery of the trigger notice, while the term sheet includes fees incurred through the second business day after delivery and caps only those incurred thereafter.
• Carve out amounts are funded into a professional fee reserve weekly absent a trigger notice, in an amount not exceeding the budgeted professional amounts; the term sheet requires the first funding, covering two weekly periods and excluding investment banker or financial advisor transaction fees, contemporaneously with initial funding. Amounts are deemed used on deposit, the reserve does not cap the professional fees included in the carve out, and residual amounts are DIP collateral.

Use of Proceeds

• Solely as permitted by and consistent with the approved budget and subject to the carve out, for working capital and general corporate purposes
• Costs and expenses of the Chapter 11 cases, including any Section 363 sale of the debtors' assets
• Interest, fees, costs and expenses on the facility, including lender professional fees
• Professional fees of the debtors and estate professionals, and any other purpose set forth in the approved budget

Securities and Priorities

• The DIP obligations constitute allowed superpriority administrative expense claims under Section 364(c)(1) against the loan parties, senior to all other administrative expenses, adequate protection and diminution claims, including claims under sections 503(b) and 507(b), subject only to the carve out, and payable from all loan party property other than the excluded assets.
• Under sections 364(c)(2) and 364(c)(3), the lender holds automatically perfected liens on substantially all assets of each loan party, prepetition and postpetition, including inventory, receivables, real and personal property, non-residential leasehold interests, equipment, contract rights, intellectual property, equity interests owned by a loan party, insurance proceeds and all proceeds, subject to the carve out. No further filings are required, though the debtors must cooperate if the lender elects to file.
• The facility primes nothing: the final order states the DIP liens are not senior to any valid, perfected and non-avoidable prepetition lien, and the liens are junior to any valid, perfected, non-avoidable prepetition deposit account control agreement or account pledge, including those granted in connection with the NMTC QLICI loans. The term sheet states the liens are junior and subordinate in all respects to the NMTC QLICI claims and liens and, subject only to those and the carve out, prime and rank senior to every other valid, perfected, non-avoidable prepetition lien on the collateral.
• Neither the liens nor the superpriority claims attach to or are payable from any asset of Garland New Market LLC or AGC-North Texas Facilities, LLC. Assets of AGC-North Texas Facilities, including deposit accounts subject to prepetition control or pledge rights in favor of TMF Sub-CDE 57, LLC, Empowerment Reinvestment Fund LIII, LLC and CCG Sub-CDE 74, LLC, may not be transferred, swept or used without the applicable NMTC lender's written consent or further court order on notice, though nothing in that provision conditions the application of bulk-sale or non-bulk-sale proceeds under the mandatory prepayment waterfall.
• Collateral excludes leasehold interests where the lease or non-bankruptcy law prohibits granting a lien, while capturing all proceeds, rents, profits, designation rights payments and lease termination or buyout payments arising from those leases; landlord rights as loss payee, mortgagee or additional insured on property the landlord owns are preserved, while proceeds for damage to debtor-owned property and business interruption proceeds are collateral.
• The liens and obligations remain valid and enforceable against any trustee in a converted Chapter 7 or other successor case and upon dismissal, and the lender retains its Section 364(e) protections if the order is later reversed, modified, vacated or stayed.

Excluded Assets and Avoidance Actions

• Chapter 5 and Section 724(a) avoidance actions, any other avoidance actions under the Bankruptcy Code or state- or foreign-law equivalents, and their proceeds are excluded from the collateral entirely, on both an interim and final basis.
• Also excluded are D&O claims for breach of fiduciary duty and similar causes of action and their proceeds, including insurance proceeds; PACA and PASA trust assets that are not estate property; escrowed accounts, including the professional fee escrow, the adequate assurance escrow and escrows holding buyer good faith deposits, provided that escrowed funds released to a debtor become collateral; and, under the term sheet, loan party equity interests in Garland New Market LLC and AGC-North Texas Facilities, LLC. The debtors' contingent rights and claims in and to the deposit are themselves collateral.

Cash Collateral

• No loan party is subject to a prepetition secured lender's lien on cash and no prepetition secured party asserts an interest in cash collateral as to the loan parties; the DIP liens attached to loan party cash on entry of the interim order, making that cash collateral in which the lender holds an interest, other than cash constituting an excluded asset.
• The lender consents under Section 363(c)(2)(A) to use of that cash solely in accordance with the approved budget and the final order, revocable during the continuance of an event of default; to the extent any other party asserts an interest by reason of a control agreement, account pledge or setoff right, use is authorized under Section 363(c)(2)(B) on the same terms, with the debtors segregating and accounting for cash collateral under Section 363(c)(4).
• Nothing grants the lender a lien on, or authorizes use of, PACA or PASA trust assets that are not estate property.

Adequate Protection

• None. The borrower has no prepetition secured indebtedness and the debtors' material funded debt sits at Garland New Market LLC and AGC-North Texas Facilities, LLC, neither of which is a loan party; accordingly, no adequate protection under sections 361, 363 or 364(d) is required or granted.

Credit Bid

• Subject to Section 363(k), the lender may credit bid all or any portion of its claims, including the DIP obligations and DIP claims, in any proposed sale of any or substantially all of the debtors' assets, whether under Section 363, as part of a plan under Section 1123, including a plan confirmed under Section 1129(b)(2)(A)(ii), or in a Chapter 7 trustee disposition under Section 725; the final order confirms the lender does not waive and expressly reserves that right in any sale run under court-approved bidding procedures.
• On reasonable advance notice, the debtors must provide for assignment of the lender's purchase right to one or more of its sub-agents or a newly formed acquisition vehicle.
• Entry of an order limiting the lender's Section 363(k) rights is itself an event of default.

Sale Process and Milestones

• The debtors entered into an asset purchase agreement with Boersma Bros. LLC covering 65 leases and related assets at a $105 million purchase price, and have received one or more competing proposals for assets substantially overlapping with, and potentially exceeding, those assets; accordingly they may seek emergency approval of bidding procedures, and the sale hearing is the hearing at which the court considers the winning transaction whether or not Boersma Bros. is the successful bidder.
• The milestones, each extendable only with the lender's prior written consent, which may be by email, and each automatically extended day-for-day where missed solely because of the court's calendar, are:
  • Petition dates: Aug. 4, 2026 and Aug. 5, 2026
  • Entry of the interim order: on or before Aug. 28, 2026
  • Filing of the sale motion seeking approval of the APA: filed Aug. 4, 2026 [Dkt. No. 11]
  • If the debtors pursue a competitive process, filing and prosecution of an emergency bid procedures motion sufficiently in advance to permit an auction on or before Sept. 8, 2026
  • Entry of the final order: on or before Sept. 25, 2026
  • Auction for the bulk sale assets, if any: on or before Sept. 8, 2026
  • Sale hearing held and sale order approving the bulk sale entered on or before Sept. 15, 2026 if Boersma Bros. is the successful bidder, unless the debtors select an alternative sale at the auction
  • Closing of the bulk sale: on or before Dec. 31, 2026, or any earlier outside date under the successful bidder's purchase agreement
  • For assets outside the bulk sale, compliance with the bidding procedures approved Aug. 18, 2026, including the auction, sale hearing and closing deadlines set there
• A missed milestone is an immediate event of default absent written waiver; the sale hearing and sale order milestone is satisfied on entry of the sale order even before it becomes a final order.
• Covenant support for the sale is extensive: the debtors must maintain the APA and sale transaction in full force and diligently prosecute approval and closing; give the lender at least three calendar days to review any proposed amendment, waiver, consent, settlement, side agreement, lease rejection, site exclusion, delayed closing arrangement, closing statement or funds flow, with the lender's written consent required for any material adverse change; enforce the buyer's no-financing-contingency, commercially reasonable efforts, anti-circumvention and payment obligations without waiving any breach that could reduce or delay proceeds; maintain the deposit in escrow and not consent to its release, return, refund, transfer or impairment before payment in full; route all sale and lease proceeds into accounts subject to the DIP liens for application under the waterfall; refrain from seeking or consenting to any sale order inconsistent with the DIP orders or authorizing retention or distribution of proceeds before payment in full; and, if the current sale will not proceed, promptly pivot to and prosecute an alternative sale process.

Key Defined Terms

• Site adjustment amount: $2,058,823.53 for each rejected Schedule A site, the 51 Arizona and Nevada sites and related real property leases on Schedule A to the APA. Rejection or exclusion of a Schedule B site, covering the Texas and Oklahoma sites and related Texas leases, does not reduce the $105 million purchase price and creates no site adjustment amount, rejection fee or other credit against it unless the sellers have a good faith offer from another purchaser on the Schedule B sites for higher value than the reduction. A delayed closing for a Schedule B site is separately priced at $5 under the APA.
• Alternative sale: any sale or disposition of all or a material portion of the debtors' assets other than the current sale, including a sale of the bulk sale assets to an alternative buyer and any sale of non-bulk assets, by private sale, public auction, plan, lease sale or otherwise. An alternative sale process is a court-approved process under the bulk sale bid procedures motion, a replacement sale motion or another bid procedures motion, in which the APA remains in full force until the sellers obtain a binding alternative transaction.
• Sale proceeds: every payment, deposit, adjustment, fee, recovery and other consideration arising from any sale transaction, site, lease or related asset, including all rights in and to the deposit and any lease sale proceeds.
• Deposit: the deposit funded or required to be funded by a potential buyer of the bulk sale assets, together with all additions, earnings, replacements and proceeds and all estate rights against the escrow agent or buyer with respect to it. The current sale is the sale under the APA with Boersma Bros.; the bulk sale is the sale of the bulk sale assets to Boersma Bros. or an alternative buyer.

Events of Default

• Under the final order, each waivable in writing by the lender:
  • Failure to pay principal, interest or fees when due, uncured for five business days after written notice
  • Failure to meet any milestone, or termination of the bulk APA, unless concurrently replaced by a definitive agreement for an alternative transaction providing for repayment of the facility in full in cash at closing
  • Breach of the approved budget beyond the permitted variances, uncured for five business days after written notice
  • Conversion of any case to Chapter 7, appointment of a Chapter 11 trustee or examiner with expanded powers, or dismissal of any case
  • Reversal, vacatur or material modification of the DIP orders without the lender's consent
  • Grant or allowance of any lien or claim senior to or pari passu with the DIP liens or superpriority claims, other than the carve out and the termination fee payable to the purchaser under the bulk APA
  • Failure to comply with any other material term of the final order or term sheet, uncured for five business days after written notice
  • Any other event of default under the term sheet, subject to its notice and cure periods
• The term sheet adds sale- and collateral-specific triggers, including failure to comply with the sale proceeds waterfall; reversal, vacatur, stay or material modification of the sale order; entry of an order granting stay relief as to material collateral, or surcharging collateral, allowing marshaling, or allowing a claim under sections 105, 506(c) or 552(b) against the lender or collateral, in each case other than as expressly permitted in the DIP orders; any debtor challenge to the obligations, liens, claims or documents, or any effort to avoid, disgorge or recover a payment to the lender; incurrence of additional financing that does not pay the facility in full, other than permitted ordinary-course insurance financing; cessation of the liens or claims as valid, perfected and senior; release, return, refund or transfer of the deposit to the buyer or any other person before payment in full, other than to the debtors or directly to the lender at closing for application under the waterfall; any reduction of the $105 million purchase price based on rejection or any Schedule A reduction not permitted by APA section 6.3(c); any amendment, waiver, side agreement, settlement or value reallocation materially impairing sale proceeds or repayment without the lender's consent; and any sale jeopardy event.
• A sale jeopardy event is any objectively identifiable event or circumstance that gives the buyer or successful bidder a termination right not irrevocably waived in writing; renders a closing condition incapable of satisfaction by the applicable milestone; results in the buyer or successful bidder stating in writing that it is unwilling or unable to close; is reasonably likely to prevent entry of the sale order or consummation of closing by the applicable milestone; or is reasonably likely to reduce net sale proceeds below the amount required to pay the facility in full and fund the carve out. Replacing the current sale with a compliant alternative sale process is not itself a default or sale jeopardy event.

Remedies

• On an uncured event of default or the maturity date, the lender may by written notice terminate, reduce or restrict any remaining commitment and declare all obligations immediately due and payable; that termination notice must be filed on the docket, and the carve out trigger notice may be delivered simultaneously with or at any time after it.
• After a five-business-day remedies notice period running to debtors' counsel, committee counsel and the U.S. Trustee, the lender may terminate or revoke cash collateral use, terminate the facility as to future funding obligations without affecting outstanding obligations or liens, charge the default rate, and exercise other rights under the documents and applicable law, in each case subject to the final order.
• Before exercising any remedy against collateral, the lender must first file an emergency stay relief motion; the debtors may not oppose shortened notice, and the debtors and any party in interest may ask the court to stay the exercise of remedies. Until that motion is adjudicated, the debtors may continue using cash collateral to pay expenses necessary to avoid irreparable harm, fund the carve out and meet payroll, consistent with the final order and approved budget.
• The debtors waive any right to seek relief, including under Section 105, that would restrict or impair the lender's rights and remedies under the DIP orders and documents.

Budget

• The interim order approved a three-week cash flow budget running through at least Sept. 11, 2026, and the debtors have delivered a two-week budget acceptable to the lender through Sept. 25, 2026.
• Every other Friday, beginning Sept. 11, 2026, the debtors must deliver to the lender and the committee an updated 13-week weekly forecast in a form consistent with past practice, including anticipated uses of the loans; a proposed budget supersedes the prior budget on the lender's reasonable approval, which may come by email, and is deemed approved three business days after delivery absent a written objection, with the parties to reconcile in good faith and the prior budget controlling until approval.
• Reporting comprises weekly accounts payable and receivable agings and bank account cash balances including receipts and disbursements, plus biweekly written sale process updates, moving to weekly during the continuance of an event of default, and reasonable availability of the debtors' professionals for calls with the lender and its professionals.

Permitted Variance

• Cash disbursements for operating expenses may not deviate upward from the approved budget by more than 15% on a line-item basis or 15% on a cumulative basis, measured weekly, with underspend in any week carried forward to subsequent weekly periods.
• Excluded from the variance calculation are restructuring professional fees and expenses of debtor, committee and other estate professionals, employee retention or incentive payments, government penalties or fines, and U.S. Trustee fees.
• Where the parties dispute a variance, the court may determine on expedited notice and hearing whether it constitutes an event of default.
• The term sheet states the cumulative test alone, at 15% of all operating expense line items; the final order adds the 15% line-item test.

Covenants

• Each loan party must maintain its existence and its petition-date insurance programs, use commercially reasonable efforts to name the lender as lender loss payee and additional insured with at least 30 days' notice of cancellation, comply with the budget and milestones, cooperate with the sale processes, and notify the lender within two business days of any known event of default or any termination or asserted breach of the bulk APA.
• Without the lender's prior written consent, no loan party may incur debt or grant liens other than the DIP liens, petition-date liens and liens the DIP orders permit; dispose of assets outside the ordinary course other than through a court-approved sale process; transfer cash or property to Garland New Market LLC, AGC-North Texas Facilities, LLC or any non-debtor affiliate except as set forth in the approved budget; enter into affiliate transactions other than on arm's-length terms set forth in the budget; seek or consent to any lien or claim senior to or pari passu with the DIP liens or superpriority claims; or seek or consent to material modification of the first-day orders, the DIP orders or any sale-related order.
• The term sheet adds bars on executive bonuses above budgeted amounts, distributions on equity interests, prepayment or amendment of other debt, and changes in ownership or control; where the two conflict, the final order's representations and covenants control.

Waivers and Releases

• No Section 506(c) or 552(b) waiver is requested, granted or implied, and no marshaling provision is requested or granted.
• On entry of the final order, the debtors and their estates release the lender and its former and current officers, directors, employees, agents, representatives, owners, members, partners, shareholders, managers, financial and legal advisors, consultants, accountants, attorneys, affiliates and predecessors-in-interest from all claims, including lender liability and equitable subordination theories, solely with respect to the negotiation of and entry into the DIP loan documents, and waive all defenses to the validity, perfection, priority, enforceability and avoidability of the liens and obligations; the release covers only claims and defenses arising up to and including entry of the final order and the Tranche B draws.
• The debtors indemnify the lender and its related parties against losses arising out of the loan documents and use of the financing, excluding matters determined by final non-appealable order to result from the indemnified party's gross negligence, willful misconduct or fraud; the indemnity survives payment in full and termination of the facility.
• The automatic stay is modified to the extent necessary to permit enforcement, subject to the stay relief motion requirement above.

Amendments and Assignment

• The debtors and lender may amend, waive or modify the term sheet without further court approval where the change does not materially and adversely affect the debtors and does not shorten maturity, increase principal or the interest rate, or change an event of default, add covenants or make covenants materially more restrictive; material changes require court approval, and all amendments regardless of materiality must go to the U.S. Trustee and the committee before becoming effective.
• The lender may assign or sell participations to any affiliate, or to any other person with the debtors' consent, not to be unreasonably withheld and not required during the continuance of an event of default; no loan party may assign without the lender's written consent.

Governing Law

• New York, subject to the bankruptcy court's retained jurisdiction; both the debtors and the lender waive jury trial in any action arising out of the facility, term sheet or final order.