Braskem Idesa, S.A.P.I. - Chapter 11 DIP Terms

DIP Terms

Overview

• Braskem Idesa, which produces polyethylene at a petrochemical complex in Nanchital de Lázaro Cárdenas del Río, Veracruz, filed Chapter 11 in the Southern District of Texas on Aug. 17, 2026 together with its services entity and a Texas ethane affiliate, the same day it executed a restructuring support agreement; the court entered the final DIP order on Sept. 21, 2026.
• The facility totals approximately $408.89 million, pairing $279 million of new-money delayed-draw term loans with approximately $129.89 million of cashless roll-up, and comes entirely from Braskem Netherlands B.V., which is also the debtor's prepetition working capital lender and the distributor and payor under its prepetition distribution agreement.

Borrower / Guarantors

• Braskem Idesa, S.A.P.I., as borrower
• Braskem Idesa Servicios, S.A. de C.V. and Braskem Idesa Ethane LLC, as guarantors, jointly and severally liable for the DIP obligations; the order's list of prepetition credit parties runs only to Braskem Idesa and Braskem Idesa Servicios, so the Texas ethane entity guarantees the facility without carrying prepetition obligations of its own. Non-debtor joint venture Terminal Química Puerto México S.A.P.I. is expressly not a guarantor

Agent / Lenders

• TMF Mexico Business Process, S. De R.L. De C.V., as DIP collateral agent
• Braskem Netherlands B.V. (or an affiliate designee, together with one or more of its affiliates), as DIP lender; the same entity is the debtor's prepetition working capital facility lender and, as distributor and payor under the prepetition distribution agreement, the prepetition secured PE payor, and its prepetition claims are the sole source of the roll-up

DIP Commitments

• Approximately $408.89 million superpriority, senior secured and priming delayed-draw term facility, consisting of:
  • $279 million of new-money term loans
    • $230 million funded on entry of the interim order
    • $49 million funded on entry of the final order
  • Approximately $103.91 million of eligible prepetition secured claims rolled up on a cashless, dollar-for-dollar basis on funding of the interim new-money loans
  • Approximately $25.98 million rolled up automatically on funding of the final new-money loans, conditioned on the final new-money loans being funded in full
• The rolled-up loans are additive to, and do not reduce or count against, the DIP commitments or the new-money loans, and no cash is advanced to the debtors on account of them.
• Only eligible prepetition secured claims held by a DIP lender, its affiliates, designees or beneficial holders may be rolled; no other prepetition claim is eligible for roll-up treatment.
• The roll-up discharges the DIP lender's own prepetition exposure: approximately $82.923 million of working capital facility obligations and approximately $20.992 million of prepayment obligations were extinguished on the interim funding, with a further approximately $20.731 million and approximately $5.248 million, respectively, to be extinguished on the final funding, at which point both the working capital obligations and the prepayment obligations are satisfied in full, the prepayment liens released in full, and the working capital liens released in full. Between the interim and final discharge dates each set of liens secures only the unrolled remainder.
• The roll-up is characterized as consideration for the new-money commitment, for the lender's and payor's agreement to enter the restructuring support agreement and the restructuring transactions and to the use of their collateral, and for their agreement to the priming of the working capital and prepayment liens, not as payment of or adequate protection for those prepetition obligations. No commitment fee or other facility fee accrues on the rolled-up loans, though interest accrues on them under the DIP facility agreement; the claims and liens on the rolled-up loans rank pari passu with the new-money loans.
• The order sets no rate or fee amount, leaving those to the DIP facility agreement, but authorizes non-refundable payment of the commitment fee under section 4.3 of that agreement and of commitment premiums, upfront fees, backstop premiums, exit premiums, fronting fees, administrative agency fees and collateral agency or security trustee fees, whether they arose before, on or after the petition date and whether or not the transactions close. Payment was approved on entry of the interim order and is reaffirmed by the final order, and once paid the fees are not subject to contest, recoupment, subordination, recharacterization, avoidance or disallowance.

Prepetition Capital Structure

• Not less than $1.2 billion of 6.990% senior secured notes due 2032, issued under an Oct. 20, 2021 indenture, with The Bank of New York Mellon (succeeded by Wilmington Savings Fund Society, FSB) as trustee
• Not less than $900 million of 7.450% senior secured notes due 2029, issued under a Dec. 2, 2019 indenture, with Deutsche Bank Trust Company Americas as trustee
• Not less than $129 million of term loans under an amended and restated credit agreement dated Oct. 22, 2025, with Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa as administrative agent and sole lender
• Not less than $101 million under a working capital credit agreement dated March 25, 2026, as amended May 27 and Aug. 15, 2026, whose liens were granted as of April 14, 2026; and not less than $25 million of secured product-prepayment advances under a Jan. 1, 2023 distribution agreement, as amended Aug. 15, 2025 and March 3, 2026, secured by liens on certain products and expressly limited to that $25 million of principal plus accrued interest rather than any other prepayment exposure under the same agreement. Both are owed to Braskem Netherlands B.V. and both are the subject of the roll-up
• The notes liens and term loan liens are pari passu with each other across the shared collateral and senior to all other liens on it, subject to permitted prior liens, while the prepayment liens and the working capital liens are each senior over all other liens on their own collateral; the order preserves the relative priorities among all five lien sets as to any shared collateral. Holders of a majority of each series of notes and 100% of the term loans consented to the final order and the deemed intercreditor amendments under the restructuring support agreement dated Aug. 17, 2026.
• Priorities among the notes and term loan run through a second amended and restated intercreditor agreement dated Oct. 20, 2021, as amended by an accession agreement dated April 29, 2025, under which Deutsche Bank Trust Company Americas serves as both intercreditor administrative agent and collateral agent while also acting as 2029 notes trustee; the consent thresholds the order relies on are that agreement's required voting parties.

Use of Proceeds

• Fund working capital, trade relationships, wages and benefits, and ordinary operations
• Pay administrative costs of the Chapter 11 cases and fund the Carve-Out
• Pay adequate protection amounts, DIP fees and expenses, and adequate protection fees and expenses
• Pursue the restructuring transactions contemplated by the restructuring support agreement

Liens and Priority

• The DIP obligations carry allowed superpriority administrative expense claims under section 364(c)(1) against each debtor on a joint and several basis, senior to all other claims other than the Carve-Out and any permitted pari passu debt, and payable from all prepetition and postpetition property and the trust collateral; avoidance actions are excluded from recourse but avoidance proceeds are included.
• The DIP collateral agent holds automatically perfected liens for the DIP lenders, subject only to the Carve-Out and liens senior by operation of law, in the following structure:
  • First-priority liens under section 364(c)(2) on all unencumbered property, including cash, receivables, insurance rights, commercial tort claims, intellectual property, real property, equity interests and proceeds
  • First-priority priming liens under section 364(d)(1) on all prepetition collateral, expressly including cash collateral, the Mexican security trust collateral, the non-possessory pledge collateral and the debtor's residual interests in the TQPM joint venture where no third-party consent is required, and on all shares of the DIP credit parties, senior in all respects to the prepetition liens and the adequate protection liens, and not subordinate to any lien preserved under section 551
  • Junior liens under section 364(c)(3) on all other property, senior in all respects to the adequate protection liens
• The DIP liens are not subordinated to or made pari passu with liens preserved under section 551, postpetition liens including governmental liens, insider liens, or any lien under sections 361, 363 or 364.

Avoidance Actions

• The DIP collateral excludes avoidance actions themselves but includes avoidance proceeds, whether recovered by judgment, settlement or otherwise; each DIP secured party must use commercially reasonable efforts to recover first from DIP collateral other than avoidance proceeds.

Pari Passu Debt Basket

• Following an RSA termination event, and after court approval on notice and a hearing, the borrower may incur up to $150 million of additional indebtedness outstanding at any time with the written consent of the requisite prepetition secured creditors, and during the first six months of the standstill period also the consent of the required DIP lenders.
• Such debt may be secured pari passu with, but not senior to, the DIP liens, subject to an intercreditor agreement reasonably satisfactory to the required DIP lenders and the requisite prepetition secured creditors providing for ratable sharing, and its proceeds must be applied under the approved budget, with all rights reserved to seek court approval of a budget for those proceeds if the consent parties do not agree. The DIP lenders are not required to fund any new-money loans while pari passu debt is outstanding, and the debt may be incurred notwithstanding a continuing default or event of default. This basket is the only exception: no other superpriority administrative expense claim or lien pari passu with or senior to the DIP superpriority claims or DIP liens is permitted while any DIP obligations remain outstanding.

Carve-Out

• Post-Carve-Out Trigger Notice Cap: $8 million of allowed professional fees incurred after the first business day following delivery of a trigger notice
• Chapter 7 trustee fees: $100,000
• Also includes statutory clerk and U.S. Trustee fees plus statutory interest, and all allowed fees of debtor and committee professionals incurred through the first business day after a trigger notice, subject to the approved budget and including unpaid success, restructuring, sale, financing and completion fees
• The required DIP lenders may deliver a trigger notice only during a continuing event of default, and after discharge of the DIP obligations that right passes to the intercreditor administrative agent acting at the direction of the required voting parties. Before a trigger notice the debtors fund a segregated, trust-held carve-out account weekly, in the amount needed to bring the balance up to the greater of the professionals' latest weekly statements and the prior week's budgeted professional fees, plus the current week's budgeted amount; after a trigger notice they must top the account up to the total carve-out cap before any DIP obligations are paid. The DIP secured parties may not sweep or foreclose on cash until the account is fully funded. A professional that misses a weekly statement by more than three calendar days is limited, for the uncovered period, to the budgeted amount for that professional, after credit for any retainer held.
• Funds in the account pay all other carve-out obligations before those benefiting from the trigger notice cap, and any surplus goes to the DIP collateral agent, or, once the DIP obligations are indefeasibly paid in full and the commitments terminated, to the intercreditor administrative agent for the prepetition secured parties. The account is drawn down dollar for dollar and is not replenished for amounts paid after the trigger notice, and a failure to fund it in full does not affect the carve-out's priority. Neither the carve-out nor the budget caps allowable professional fees, and carve-out draws on the facility constitute DIP obligations.

Budget and Permitted Variances

• Use of the facility and cash collateral is subject to the approved budget and to the permitted variances set forth in sections 9.4(b)(vii) and 10.16 of the DIP facility agreement, compliance with which the DIP lenders state they relied on in extending the facility.
• The initial DIP budget was delivered to advisors to the DIP lenders, the Inbursa advisors and the ad hoc group advisors and annexed to the interim order; the updated budget executed Sept. 11, 2026 is annexed to the final order as Schedule 1. Budget updates require approval of the required DIP lenders and the reasonable consent of the requisite prepetition secured creditors, but no further court approval.
• The 13-week forecast runs from the week ending Sept. 11, 2026 through the week ending Dec. 4, 2026 and shows opening cash of $220.4 million declining to $53.5 million, a minimum liquidity requirement of $50 million in each week, and ending liquidity troughing at negative $6.0 million in the week ending Nov. 27, 2026 before recovering to $3.5 million. The $49 million of final new-money loans is drawn in the week ending Sept. 25, 2026. Operating rates run at 85% in the opening week, fall to 74% for the two weeks ending Sept. 18 and Sept. 25, return to 85% in the week ending Oct. 2, and hold at 90% from the week ending Oct. 9, 2026.
• Across the 13 weeks the budget forecasts $208.6 million of receipts against $346.8 million of disbursements and $77.7 million of non-operating costs, for a net cash outflow of $166.9 million even after the $49 million draw; the heaviest lines are $94.4 million of other prepetition trade payments, $94.0 million of ethane purchases, $32.0 million of letter of credit cash collateral, $25.8 million of payments to the TQPM joint venture and a $20 million tax liability reserve. Budgeted professional fees run $13.3 million for debtor professionals, $7.2 million for other professionals and $4.8 million for the ad hoc group's, against the $8 million post-trigger cap. The forecast assumes 229,988 tons of polyethylene production and 196,132 tons of gross sales at a weighted average price of $1,077 per ton.
• Amendments to the DIP documents need no further court approval where the requisite prepetition secured creditors consent, unless they shorten maturity, increase aggregate commitments, or increase the interest rate or commitment-based fees; if those creditors withhold consent, the debtors may still seek court approval, including on an emergency basis.

Remedies, Standstill and Stay Modification

• On an unwaived event of default and five business days' written notice to the debtors, Inbursa, Braskem, the ad hoc group, any statutory committee and the U.S. Trustee, the required DIP lenders may terminate cash collateral use other than permitted post-termination usage, terminate the facility as to further funding without affecting the DIP obligations or liens, and accelerate; the stay is modified for that purpose.
• A standstill period of up to 15 months runs from delivery of a termination notice, during which the DIP secured parties, prepetition secured parties and the agents and trustees must stand still and refrain from enforcement, and the DIP lenders, the prepetition secured parties and the borrower must negotiate in good faith toward an alternative restructuring. During the standstill the debtors or any eligible party may file and prosecute a plan providing for discharge of the DIP obligations; the requisite prepetition secured creditors may seek to refinance the facility so long as the DIP obligations are repaid in full in cash; and from six months after the termination notice the noteholder and term loan secured parties may prosecute a credit bid consented to by the requisite prepetition secured creditors that discharges the DIP obligations on consummation. The DIP secured parties, the working capital lender and the payor cannot block a plan or credit bid on those terms but keep their rights to object to and contest them.
• After the standstill expires, the controlling secured parties must file a stay relief motion on five business days' notice, which may run concurrently with the remedies notice period, before sweeping accounts, foreclosing, occupying the premises, selling collateral or terminating cash collateral use; the debtors' rights to contest are reserved. The controlling secured parties are the requisite prepetition secured creditors from the termination notice through the 15-month mark and at any time after discharge of the DIP obligations, and the required DIP lenders thereafter if the DIP obligations remain outstanding.
• During the standstill and until a stay relief motion is adjudicated, the debtors may use cash collateral to pay necessary expenses, including DIP fees and expenses and adequate protection fees and expenses, and fund working capital under the then-current approved budget, and to fund the Carve-Out. If only one of the DIP lenders or the requisite prepetition secured creditors consents to a budget, either side or the debtors may ask the court to resolve the dispute.
• During the remedies notice period, the debtors, any committee and any party in interest may seek an emergency hearing to contest whether an event of default occurred or to obtain non-consensual cash collateral use, and the period is extended until the court rules.
• While the DIP obligations are outstanding and the restructuring support agreement remains in effect, the prepetition secured parties may not foreclose, credit bid, refinance the DIP obligations, recapitalize the debtors or otherwise dispose of collateral unless the agreement terminates and the DIP obligations are repaid in full in cash, or the required DIP lenders consent.
• The stay is also modified to permit the debtors, the DIP secured parties, the prepetition agents and trustees, the PE payor, the working capital lender and non-debtor affiliates of the debtors to implement the order, to make the perfection filings described below, and to permit the debtors to pay the fees and expenses authorized by the order.
• Before any termination notice is delivered, and so long as the DIP obligations have not been discharged, no DIP or prepetition secured party, and no agent or trustee acting on the collateral, may exercise remedies or enforce liens, and the prepetition secured parties may not make further perfection filings except to perfect the liens granted by the order or to complete or continue a perfection process already under way.
• If the DIP obligations are repaid in full in cash at any point after initial funding, the DIP commitments are deemed terminated for all purposes, and from discharge the DIP secured parties retain no rights to enforce against, recover from or control any collateral.

Credit Bid

• The DIP secured parties do not have the right to credit bid the DIP obligations, loans or superpriority claims in any disposition of DIP collateral, so long as any prepetition secured party that credit bids complies with the standstill and dispositive-remedies conditions and a discharge of the DIP obligations occurs before or concurrently with, and as a condition to, that sale. The DIP secured parties retain their other rights, including payment in full in cash from sale proceeds.
• The required voting parties may direct the collateral agent to credit bid up to the full amount of the prepetition secured obligations, including adequate protection obligations, in a sale of prepetition collateral, without further court order and whether effected under section 363(k), 1123 or 1129(b), by a Chapter 7 trustee under section 725, or otherwise, subject to the same discharge and commitment-termination conditions.

Adequate Protection

• Replacement liens on all DIP collateral, senior to all other liens but subordinate to permitted prepetition liens, the DIP liens and the Carve-Out
• Allowed superpriority claims under section 507(b) against each debtor on a joint and several basis, with recourse to all DIP collateral and proceeds, subordinate to the DIP superpriority claims and the Carve-Out; the adequate protection liens and 507(b) claims track the relative prepetition lien priorities under the prepetition documents, including the intercreditor agreement
• Current cash payment of reasonable and documented prepetition and postpetition fees and expenses of the term loan secured parties and the Inbursa advisors; the ad hoc group and its advisors; the PE payor and working capital lender and their professionals; and the other prepetition agents and trustees, including Moses & Singer LLP for the 2029 notes trustee, Pryor Cashman LLP for the 2032 notes trustee, and DLA Piper LLP (US) for Deutsche Bank Trust Company Americas in its agency capacities, together with special and local counsel
• All reporting delivered to the DIP secured parties, delivered at the same time; the reporting, budget-compliance and financial covenants continue for the prepetition secured parties after discharge of the DIP obligations for so long as any prepetition secured obligations remain outstanding
• On discharge of the DIP obligations, and subject to the roll-up, adequate protection and indemnification for the PE payor and the working capital lender cease, though those parties retain their rights under sections 363 and 364 to seek stay relief or further adequate protection for any obligations not rolled up
• The adequate protection liens are not subject to sections 506(c), 510, 549 or 550. Any prepetition secured party may request further or different adequate protection, subject to any contractual limits on that right including those in the intercreditor agreement, and the debtors and other parties may contest the request.
• The debtors must continue to maintain and insure both the prepetition collateral and the DIP collateral in the amounts, for the risks and by the entities required under the prepetition and DIP documents.

Adequate Protection Fee Review

• DIP fees and expenses, including those of Jones Day and Sinchro Partners Assessoria Empresarial Ltda. as DIP lender advisors, and adequate protection fees and expenses are paid without retention applications, fee applications, U.S. Trustee guideline compliance or court allowance, subject to delivery of summary invoices to the debtors, the Inbursa advisors, the ad hoc group advisors, the DIP lender advisors, committee counsel and the U.S. Trustee, a 10-calendar-day review period running to noon Central time on its last day, and payment of undisputed amounts within five business days; disputes go to the court. Fees incurred on or before the facility's effective date are paid on that date without circulating invoices beyond the debtors, on an invoice delivered two business days ahead. Prepetition-paid fees to the DIP and prepetition secured parties in connection with the facility or the cases are approved in full and not subject to disgorgement.

Mexican Security Documents and Intercreditor Amendments

• The collateral package is largely Mexican and is captured through amendments to three local-law instruments, each effective on entry of the interim order and execution by the relevant agent, and each introducing the DIP collateral agent as first-priority beneficiary or pledgee for the DIP lenders:
  • The Mexican security trust, identified as F/1611 and originally entered into in 2013 and twice amended and restated, with Banco Multiva, formerly CIBanco, as trustee and Deutsche Bank Trust Company Americas as original primary beneficiary. Its trust estate includes the Nanchital de Lázaro Cárdenas del Río, Veracruz petrochemical complex; 225,892 Series "A" and 75,299 Series "B" shares of Braskem Idesa's capital stock and 49,999 Series "I" and 12,425,900 Series "II" shares of Braskem Idesa Servicios; subordinated loan settlor rights other than collection rights actually paid out of permitted restricted payments; the collection right on the put option requiring Pemex Transformación Industrial to purchase the complex under the ethane supply agreement, and its proceeds; insurance proceeds and trust account funds; and any additional assets. The trust collateral is prepetition shared collateral securing the 2029 notes, 2032 notes and term loan obligations
  • The share pledge over one share each in Braskem Idesa and Braskem Idesa Servicios, granted by Braskem S.A. and Etileno XXI, S.A. de C.V., securing all of the prepetition secured obligations
  • The non-possessory pledge over Braskem Idesa's moveable assets at the petrochemical complex and all polyethylene resin inventory, securing all of the prepetition secured obligations
• The intercreditor agreement is deemed amended to reflect the DIP superpriority claims, DIP liens and the order's priority and proceeds-application waterfall, and otherwise remains in force to govern relative priorities among the prepetition secured parties; the creditors party to it are deemed to have approved the Mexican security document amendments. The notes trustees and term loan agent are directed to instruct the intercreditor administrative agent and collateral agent, and further amendments to implement the order require only the consent of the required DIP lenders and the requisite prepetition secured creditors, not court approval.
• The debtors must obtain a certified, apostilled copy of the interim and final orders with a Spanish translation by a perito traductor authorized by the Mexican federal judiciary, for use before Mexican authorities and notaries; deliver written notice of entry to the intercreditor administrative agent and the collateral agent; notarize the signatures to the three amendments; and register them with Mexico's Registro Único de Garantías Mobiliarias and other applicable registries.
• Any collateral or proceeds received by any prepetition or DIP secured party before discharge of the DIP obligations is deemed segregated and held in trust for application under the order's priorities, and any party holding possession or control of collateral does so as gratuitous bailee for perfection.

Requisite Prepetition Secured Creditors

• Consent rights run through the required voting parties under the intercreditor agreement, with Inbursa's consent required so long as it holds at least 15% of all prepetition secured obligations and the consent of a majority of the ad hoc group's holdings required so long as the group holds at least 15%; where both consents are obtained and Inbursa and the ad hoc group together hold a majority of the 2029 notes, 2032 notes and term loan obligations, the requisite consent is presumed satisfied.

Estate Stipulations and Challenge Period

• The debtors stipulate that the prepetition liens are valid, perfected, non-avoidable and granted for reasonably equivalent value; that the prepetition secured obligations are enforceable and not subject to offset, avoidance, recharacterization or subordination; that no estate claims or causes of action exist against any prepetition secured party, against Inbursa in its capacity as noteholder or term loan lender, or against Braskem in its capacity as a creditor; and they waive and release any right to challenge the obligations, their priority, or the validity, extent and priority of the liens.
• The final order reaffirms the interim order's release and releases each prepetition secured party, each DIP lender, Inbursa and their affiliates and representatives, solely in their creditor and agent capacities, from all claims arising on or before the petition date relating to the prepetition credit documents, the DIP documents and the restructuring negotiations; as to the estates the release is expressly subject to the challenge period. The release reaches the prepayment obligations under both the 2025 and 2026 amendments to the distribution agreement, does not extend to Braskem in any capacity other than as DIP lender and as prepetition secured party under the prepayment and working capital documents, and does not relieve any party of its obligations under the restructuring support agreement or the definitive documents.
• Challenges must be filed by the earlier of plan confirmation; 60 days after the appointment of a statutory committee; and 30 days after entry of the interim order for all other parties in interest. If the cases convert to Chapter 7 or a Chapter 11 trustee is appointed before the period runs, it is extended for any such trustee by the later of the remaining period plus 30 days and such other time as the court orders.
• The U.S. Trustee appointed a creditors' committee on Aug. 28, 2026, reconstituted it the same day, and disbanded it on Aug. 31, 2026, leaving the 60-day committee prong without a claimant and the 30-day parties-in-interest prong controlling.
• Challenge pleadings must state the basis with specificity; unspecified challenges are waived, including claims that could later be added by amendment. If no challenge is timely filed or none succeeds, the stipulations bind all parties, the prepetition secured obligations become allowed claims not subject to defense or subordination other than under the intercreditor agreement, and the prepetition liens are deemed valid and perfected as of the petition date. The order confers no standing on any committee or other entity to pursue estate claims, and any standing ruling does not delay the cases or confirmation.
• The stipulations bind the debtors and any successor, including any Chapter 7 or Chapter 11 trustee or examiner, in all circumstances and for all purposes regardless of any challenge, and bind every other party in interest unless a challenge is timely filed and sustained by final non-appealable order. Where a challenge is timely filed, the stipulations remain binding and preclusive on every other committee, person and entity, and yield only as to the challenging party and only to the extent expressly and successfully challenged.

Investigation Budget and Use Restrictions

• No DIP proceeds, DIP or prepetition collateral, cash collateral or Carve-Out amounts may fund investigation or prosecution of claims against the DIP secured parties, the prepetition secured parties or Inbursa, challenges to the obligations or liens, interference with enforcement, efforts to modify the orders, applications for senior or pari passu liens or claims, or payment of prepetition claims outside the approved budget or court authorization.
• A statutory committee, if appointed, may use up to $50,000 to investigate — but not to prosecute or prepare any complaint or motion on account of — the prepetition secured parties' claims and liens and potential claims against them.
• The restriction on seeking senior or pari passu liens does not apply to a grant in favor of the PE payor or the working capital lender where discharge of the DIP obligations has occurred or occurs contemporaneously, and does not limit the debtors' use of DIP collateral to contest whether an event of default has occurred.

Waivers

• Section 506(c): no administrative costs of the cases or any successor case may be charged against the DIP or prepetition collateral, including cash collateral, without the written consent of the required DIP lenders, and no consent may be implied.
• Section 552(b): the "equities of the case" exception does not apply to any prepetition secured party with respect to proceeds, products, offspring or profits of prepetition collateral.
• Marshaling: the doctrine does not apply, with one negotiated exception — after the standstill period expires, and solely where asserted by the prepetition agents and trustees against the DIP lenders with respect to the roll-up or adequate protection on unrolled eligible claims, the DIP lenders are subject to marshaling as to the DIP collateral and obligations to the extent prepetition PE collateral or working capital collateral remains available to satisfy them.
• Payments to the DIP or prepetition secured parties are received free and clear of any claim or charge, including under sections 506(c) and 552(b).
• Under section 1141(d)(4), the DIP credit parties waive any discharge of remaining DIP obligations or adequate protection obligations.

Indemnification

• The court found that the prepetition and DIP secured parties acted in good faith and without negligence, misconduct or violation of law in connection with negotiating, documenting and obtaining approval of the financing and cash collateral use.
• Those parties are indemnified and held harmless from all costs, expenses including reasonable documented legal fees, and liabilities arising out of the transactions and any actual or proposed use of loan proceeds, as provided in the prepetition and DIP documents, and the indemnity carries equal priority and lien status to the DIP superpriority claims.
• No indemnified party has liability to the debtors or their shareholders or creditors except where a final, non-appealable judgment finds the liability resulted solely from that party's gross negligence, willful misconduct or fraud; the debtors waive any contract, law or equity defense to the indemnity obligations.
• Neither the DIP nor the prepetition secured parties bear responsibility for the safekeeping of the collateral, for loss or damage to it from any cause, for any diminution in its value, or for the acts of any carrier, servicer, bailee or custodian; all risk of loss, damage or destruction sits with the debtors.
• In lending, permitting collateral use or exercising remedies, no DIP or prepetition secured party owes any liability to third parties or any fiduciary duty to the debtors, their creditors, shareholders or estates; the noteholder, term loan and Inbursa parties are not deemed in control of the debtors' operations; and none of the secured parties is deemed a responsible person, owner, operator or managing agent for purposes of CERCLA or similar federal or state statutes.

Survival, Proofs of Claim and Effectiveness

• The DIP liens, DIP superpriority claims, 507(b) claims, adequate protection liens and obligations, the deemed intercreditor amendments and the three Mexican security document amendments survive conversion, dismissal, termination of joint administration, a section 363(b) sale of DIP collateral, and plan confirmation, and continue until the DIP and adequate protection obligations are paid in full in cash or satisfied in accordance with the restructuring support agreement and the DIP facility agreement and the commitments terminate. A reversal, modification or stay on appeal does not affect obligations incurred before the secured parties receive written notice of its effective date, the validity of the liens or the Carve-Out, or the enforceability of the Mexican security amendments and deemed intercreditor amendments.
• Neither the prepetition secured parties nor the DIP secured parties need file proofs of claim; the order's statements of claim, the motion evidence and the records of the interim and final hearings constitute proofs of claim as to amount, secured status and priority, and no bar date applies to them. Each prepetition agent or trustee may, for administrative convenience, file a single master proof of claim in the lead case, which is treated as a separate claim against each debtor without affecting any holder's right to vote separately on a plan.
• Where a prepetition agent or trustee is a loss payee under the debtors' insurance policies, the DIP secured parties are also deemed loss payees, with insurance proceeds applied first to the DIP obligations and then remitted to the prepetition agents and trustees; that obligation ends on payment in full of the DIP obligations and termination of the commitments.
• The final order governs over the interim order, the other DIP documents and the prepetition credit documents in the event of inconsistency, and controls over any other order of the court except where that order expressly provides otherwise. It was entered Sept. 21, 2026, takes effect as of the petition date, is immediately effective and enforceable on entry with no stay of execution, and ratifies the interim order except as amended or superseded; any objections not withdrawn, waived, settled or resolved were denied and overruled on the merits.
• The order binds every party in interest and their successors, including any trustee, examiner or other fiduciary later appointed, but neither the DIP secured parties nor the prepetition secured parties have any obligation to permit the use of prepetition collateral or cash collateral by, or to extend any financing to, a Chapter 7 trustee, Chapter 11 trustee or similar responsible person appointed for the estates.

Key Dates

• Aug. 17, 2026: petition date; restructuring support agreement executed
• Aug. 18, 2026: interim hearing; joint administration order entered
• Aug. 28, 2026: creditors' committee appointed and reconstituted
• Aug. 31, 2026: creditors' committee disbanded
• Sept. 11, 2026: updated effective budget executed
• Sept. 21, 2026: final order entered