Axip Energy Services - DIP Order

DIP Terms

This Stipulation and Agreed Order, entered on May 7, 2026, amends and modifies the Final DIP Order to reflect the termination and full repayment of the DIP Facility following the closing of the Sale Transaction on April 15, 2026, and authorizes the Debtors' continued use of Cash Collateral on a consensual basis to fund the wind-down of their estates.

Borrower(s) / Guarantor(s)

• Axip Energy Services, LP and its affiliated debtors, as Borrowers/Debtors, including:
  • Axip Energy Services Management, LLC
  • Axip Holdings, LLC
  • Axip Leasing Company, LLC
  • Axip Producer Services - Marcellus I, LLC
  • Axip Producer Services, LLC
  • E3 Compression Holdings LLC

Agent / Lender(s)

• JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the "DIP Agent") and as Prepetition ABL Agent
• The DIP Lenders, collectively with the DIP Agent, the "DIP Secured Parties"
• The Prepetition ABL Lenders, together with the Prepetition ABL Agent, the "Prepetition ABL Secured Parties"

DIP Commitments

• The DIP Financing was authorized pursuant to the Interim DIP Order (entered February 25, 2026) and the Final DIP Order (entered March 18, 2026), pursuant to a Debtor-in-Possession Term Loan Credit Agreement, and consisted of, among other things:
  • New money term loan commitments in an aggregate principal amount of approximately $25,514,587 (the "New Money DIP Loans")
  • Superpriority Roll-Up of approximately $13,160,147.31 of the Prepetition Superpriority Obligations (the "Interim DIP Roll-Up Loans")
  • The Creeping DIP Roll-Up Loans
  • ABL Roll-Up of approximately $59,938,361.99 of the Prepetition ABL Obligations (together with the Creeping DIP Roll-Up Loans, the "ABL Roll-Up Loans")
• The Sale Transaction (sale of the Acquired Assets to Service Compression, LLC, as approved under the Sale Order entered April 7, 2026) closed on April 15, 2026, and the sale proceeds were applied in accordance with the Sale Order and the DIP Orders to:
  • Irrevocably repay in full in cash all DIP Obligations (including the rolled-up portion of the DIP Loans) pursuant to the DIP Repayment
  • Pay down in cash a portion of the Prepetition ABL Obligations, subject to the Holdback Amount
• As a result of the DIP Repayment, all DIP Obligations have been indefeasibly paid in full in cash and released, discharged, and satisfied in full, and the DIP Facility and the DIP Credit Agreement have been terminated pursuant to a DIP Term Loan Payoff Letter dated as of April 15, 2026.
• Following the closing of the Sale Transaction and the ABL Paydown, a portion of the Prepetition ABL Obligations remains outstanding.
• Pursuant to the Sale Order, the Debtors retained the Holdback Amount of not less than $8,500,000 to fund, among other things, fees and costs of Estate Professionals, administrative and operating costs, certain cash distributions under a chapter 11 plan, and the orderly wind-down of the Debtors' estates (the "Wind Down").
• All provisions of the Final DIP Order relating to the authorization, incurrence, funding, drawdown, or repayment of DIP Loans or DIP Obligations or the New Money DIP Commitment are deemed removed and of no further force or effect, including:
  • Paragraph 2 (Authorization of the DIP Financing and the DIP Documents), to the extent it authorizes new borrowings, drawdowns, or funding
  • Paragraph 3 (Roll-Up Provisions), including provisions relating to the Superpriority Roll-Up and the ABL Creeping Roll-Up
  • Paragraph 4 (DIP Obligations), to the extent it references outstanding DIP Obligations
  • Paragraph 5 (No Obligation to Extend Credit)
  • Paragraph 7 (DIP Proceeds Account)
  • Paragraph 9 (DIP Superpriority Claims)

Cash Collateral

• All cash of the Debtors, wherever located and held (including the Holdback Amount), constitutes Cash Collateral in which the Prepetition ABL Secured Parties and the Prepetition 2L Secured Parties maintain valid, perfected and enforceable security interests and liens.
• The Debtors are authorized to use all Cash Collateral in accordance with the Wind Down Budget (subject to Permitted Variances), provided that the Prepetition Secured Parties are granted Adequate Protection as set forth in the Stipulation and Agreed Order.
• Except as set forth in the Stipulation and Agreed Order and the Wind Down Budget, the Debtors are enjoined and prohibited from using Cash Collateral absent further order of the Court.
• The Prepetition ABL Agent, on behalf of the other Prepetition ABL Secured Parties, has consented to the Debtors' continued use of Cash Collateral subject to the terms and conditions of the Stipulation and Agreed Order.

Fees

• All provisions of the Final DIP Order relating to the payment of interest on DIP Loans, or other fees and expenses payable under the DIP Documents on account of the DIP Facility (including paragraph 2(a)(ii) of the Final DIP Order), are deemed of no further force or effect.

Maturity / Termination

• The Debtors' authority to use Cash Collateral shall continue until the earliest to occur of (the "Termination Date"):
  • June 25, 2026
  • The effective date of any chapter 11 plan confirmed in the Chapter 11 Cases
  • The conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code
  • The dismissal of the Chapter 11 Cases
  • The entry of a further order of the Court terminating the Debtors' authority to use Cash Collateral
  • The expiration of the Cash Collateral Remedies Notice Period
• Paragraphs 11(d) through (f) of the Final DIP Order (DIP Event of Default Provisions) are deemed of no further force or effect as a consequence of the termination of the DIP Facility and the satisfaction in full of all DIP Obligations.

Plan Milestones

• The Milestones set forth in Schedule 1 to the Final DIP Order are deemed removed and superseded in their entirety by the following Plan Milestones:
  • Plan Filing Date: The Debtors shall have filed their chapter 11 plan (which shall be an Acceptable Plan) no later than May 6, 2026
  • Solicitation Procedures Order: The Debtors shall have obtained entry of an order conditionally approving the form of the disclosure statement no later than ten (10) calendar days after the filing of such plan, subject to Court availability
  • Confirmation Order Date: The order confirming the Debtors' chapter 11 plan shall have been entered no later than forty-five (45) calendar days after the filing of such plan, subject to Court availability
  • Plan Effective Date: The Debtors' chapter 11 plan shall become effective no later than fifty (50) calendar days after the filing of such plan
• Any Milestone extension shall require the consent of the Prepetition ABL Agent, but in no event shall any Milestone be extended beyond the Termination Date.
• A failure to comply with any Plan Milestone shall constitute a Cash Collateral Event of Default.
• "Acceptable Plan" means a chapter 11 plan of reorganization or liquidation that incorporates the terms of the global settlement among the Debtors, the Prepetition ABL Agent, and the Creditors' Committee, and is otherwise in form and substance acceptable to the Prepetition ABL Agent.

Carve-Out

• Paragraph 6 (Carve-Out) of the Final DIP Order, including all definitions, terms, and provisions relating thereto, shall remain in full force and effect and shall continue to govern the relative priorities of all liens, claims, and security interests granted pursuant to the Final DIP Order or the Prepetition Credit Documents, as modified by the Stipulation and Agreed Order.
• All liens on, claims to, and security interests in Cash Collateral held by the Prepetition ABL Secured Parties and Prepetition 2L Secured Parties, and any superpriority claims granted by the Final DIP Order or under the Prepetition Credit Documents, are expressly subject and subordinate in all respects to the Carve-Out.

Use of Proceeds

• The Debtors require continued use of Cash Collateral to, among other things:
  • Fund the Wind Down of their estates
  • Pay allowed administrative expense claims
  • Satisfy other obligations in connection with the Wind Down in accordance with the Wind Down Budget
• The Wind Down Budget shall replace, in its entirety, the Approved Budget (as defined in the Final DIP Order) for all purposes under the DIP Orders, as modified by the Stipulation and Agreed Order.
• The Wind Down Budget may be modified, amended, extended, or updated from time to time with the prior written consent of the Prepetition ABL Agent, provided that the Debtors shall provide counsel to the Creditors' Committee and counsel to the Prepetition 2L Agent an advance copy, for notice purposes only, of any proposed amendments, modifications, extensions, or updates.
• The Debtors shall at all times use Cash Collateral solely in accordance with and for the purposes included in the Wind Down Budget.
• Paragraph 23 of the Final DIP Order (Limitation on Use of DIP Financing Proceeds and Collateral) shall continue in full force and effect, modified to replace references to "DIP Loans," "DIP Collateral," and "DIP Obligations" with references to "Cash Collateral," "Prepetition Collateral," and "Prepetition ABL Obligations" (and any remaining Adequate Protection Obligations), respectively, and to replace references to the "DIP Agent," "DIP Secured Parties," and "DIP Lenders" with references to the "Prepetition ABL Agent" and "Prepetition ABL Secured Parties," respectively.

Cash Collateral Events of Default

• Paragraph 17 of the Final DIP Order shall continue in full force and effect, as modified, and the Cash Collateral Events of Default set forth in paragraph 17(a) shall be deemed amended and replaced by the following:
  • The creation of any liens on the Prepetition Collateral that are pari passu or senior to the liens in favor of the applicable Prepetition ABL Secured Parties without the consent of the Prepetition ABL Agent (except as otherwise expressly permitted)
  • The filing of any motion, chapter 11 plan, disclosure statement, or any other pleading or document by the Debtors, or the Debtors' support of (or failure to object to) any such pleading, that provides for treatment of the Prepetition ABL Obligations under a plan in any manner other than as set forth in an Acceptable Plan
  • The conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code
  • The dismissal of the Chapter 11 Cases
  • The lifting of the automatic stay with respect to, or the exercise of any remedies against, any portion of the Prepetition Collateral with a fair value in excess of $1,000,000 without the advance written consent of the Prepetition ABL Agent
  • A material breach of the Stipulation and Agreed Order or of the Final DIP Order, as modified
  • The confirmation of a chapter 11 plan other than an Acceptable Plan
  • The Debtors' failure to comply with any Plan Milestone, to the extent not extended or waived in accordance with Exhibit B

Budget Reporting and Variance Testing

• Paragraph 8 of the Final DIP Order shall continue in full force and effect, except as modified.
• The Debtors shall deliver to the Prepetition ABL Agent, the Prepetition 2L Agent, counsel to the Creditors' Committee, and the U.S. Trustee a Variance Test in form and substance consistent with the requirements set forth in the Final DIP Order no later than 5:00 p.m. (Eastern Time) on the first Thursday following the first full week after entry of the Stipulation and Agreed Order, and every other week thereafter, showing comparisons of actual cash disbursements to the Wind Down Budget.

Securities and Priorities

• Paragraph 10 of the Final DIP Order (DIP Liens) is deemed of no further force or effect.
• The following conforming amendments shall apply throughout the Final DIP Order, effective upon entry of the Stipulation and Agreed Order:
  • All references to "DIP Agent" shall be deemed to refer to the "Prepetition ABL Agent," to the extent relating to the ongoing rights, protections, and remedies set forth in the Final DIP Order, as modified
  • All references to the "DIP Budget" and the "Approved Budget" shall be deemed to refer to the "Wind Down Budget"
  • All references to the "DIP Secured Parties" shall be deemed to refer to the "Prepetition ABL Secured Parties," to the extent relating to the ongoing rights, protections, and remedies set forth in the Final DIP Order, as modified
• Such removals and terminations shall not affect the validity, priority, or enforceability of any obligations, liens, claims, or rights that accrued or vested prior to entry of the Stipulation and Agreed Order.

Adequate Protection

Prepetition ABL Secured Parties

• Paragraph 16 of the Final DIP Order shall continue in full force and effect, as modified, including:
  • ABL Adequate Protection Liens (as defined in paragraph 16(b)) shall continue in full force and effect, subject and subordinate only to (i) the Carve-Out and (ii) the Prepetition ABL Permitted Senior Liens
  • ABL Section 507(b) Claim (as defined in paragraph 16(d)) shall continue in full force and effect, subject and subordinate only to the Carve-Out
  • ABL Adequate Protection Fees and Expenses (as defined in paragraph 16(f)) shall continue to be paid in accordance with paragraph 21 of the Final DIP Order; references to the "DIP Agent" in paragraph 21 shall be deemed to include the Prepetition ABL Agent to the extent applicable
  • ABL Postpetition Interest Payments (paragraph 16(g)) shall continue in full force and effect
  • Information Rights: The Debtors shall continue to provide all reporting required under paragraph 16(i), with references to the "DIP Agent" and "DIP Lenders" replaced by "Prepetition ABL Agent" and "Prepetition ABL Lenders," respectively, and shall provide all Variance Tests and Wind Down Budget updates with concurrent copies to counsel to the Creditors' Committee and the U.S. Trustee
  • Maintenance of Insurance (paragraph 16(i)) shall continue in full force and effect; the Debtors shall continue to maintain and insure the Prepetition Collateral as required under the Prepetition ABL Credit Documents
• Paragraph 16(h) of the Final DIP Order (Borrowing Base Reporting) is deemed removed and of no further force or effect.

Prepetition 2L Secured Parties

• Paragraph 19 of the Final DIP Order shall continue in full force and effect, as modified, including:
  • Prepetition 2L Adequate Protection Liens (as defined in paragraph 19(a)) shall continue in full force and effect, subject and subordinate only to (i) the Carve-Out, (ii) the ABL Adequate Protection Liens, (iii) the Prepetition ABL Liens, and (iv) the Prepetition Permitted Senior Liens
  • Prepetition 2L Section 507(b) Claim (as defined in paragraph 19(b)) shall continue in full force and effect, subject and subordinate only to (i) the Carve-Out, (ii) the Prepetition ABL 507(b) Claims, and (iii) the Prepetition ABL Debt
  • 2L Postpetition Interest (paragraph 19(d)) shall continue in full force and effect
  • 2L Adequate Protection Information Rights (paragraph 19(e)) shall continue in full force and effect, with references to the "DIP Agent" and "DIP Lenders" replaced by "Prepetition ABL Agent" and "Prepetition ABL Lenders," respectively
• The 2L Adequate Protection Payments (as defined in paragraph 19(c)) in the amount of $950,000.00 have been paid in full, including the final $350,000.00 payable upon the closing of the Sale Transaction.