Brewster Heights Packing & Orchards - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Brewster Heights Packing & Orchards, LP ("BHPO"), Gebbers Farms Inc., Gebbers Orchards, Inc., C&M II, LLC, D&E Storage, LLC, Eastco, LLC, GF SA, LLC, Northco, LLC, P&G Orchards, LLC, REPO, LLC, TJF Properties, LLC, Westco Orchards, LLC, and Westco Sales, Inc., as Borrowers and Debtors-in-Possession, whose cases are jointly administered under lead case number 26-01136
• The Obligations are the joint and several obligation of each Borrower
• Each Borrower has appointed BHPO as its non-exclusive representative and attorney-in-fact (the "Borrowers' Representative") with regard to all matters relating to the Agreement and the other Loan Documents

Agent / Lender(s)

• Sandton Capital Solutions Master Fund VI, LP, or its affiliated funds or assigns, as the Lender (the "DIP Lender")

DIP Commitments

• $50 million senior secured, superpriority debtor-in-possession term loan facility, in an aggregate principal funded amount not to exceed $50,000,000, comprised of:
  • $25 million Initial Term Loan, made on the Initial Funding Date pursuant to the Interim DIP Order
  • $25 million Delayed Draw Term Loan Funding Commitment, available upon written request by the Borrowers after the Closing Date to, but not including, the Maturity Date
• Each Borrowing shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof
• The Commitments are exclusive of fees and interest capitalized to the Loans
• Once repaid, whether such repayment is voluntary or required, no portion of the Loans may be reborrowed

Cash Collateral

• The Borrowers shall at all times maintain cash and Cash Equivalents in an account approved by the Lender, and upon request subject to an Account Control Agreement in favor of the Lender, in an amount not less than $2,000,000 (which may be funded with proceeds of the Loans)
• Other than as expressly set forth in the Final Order, the Debtors are not authorized to use, collect, transfer, dissipate, or encumber cash collateral arising from BMO Prepetition Collateral or BMO Senior Collateral absent BMO's prior written consent or Order of the Court
• To the extent proceeds of BMO Inventory Collateral are remitted directly by third parties to BMO or deposited directly to the BMO cash collateral account, no segregated account shall be required for such proceeds
• In no event shall the DIP Lender have any right to control, direct, sweep, apply, or otherwise exercise dominion over any BMO Senior Collateral, including the BMO AP Payments, the BMO Segregated DIP Account, and the BMO Deposit Account

Interest Rate

• Applicable Rate: 12.50% per annum, paid in kind by adding the accrued amount to the outstanding principal on each payment date, and thereafter paid in cash on the Maturity Date
• Default Rate: 15.5% per annum
• Interest accrued on the Loans is due and payable in arrears (i) on the first day of each month beginning July 1, 2026; (ii) on any date of any voluntary or mandatory prepayment, with respect to the principal being prepaid; and (iii) on the Maturity Date, with interest under clauses (ii) and (iii) payable in cash
• All computations of fees and interest are made on the basis of a 365-day year and actual days elapsed

Fees

• DIP Issuance Fee: 2.00% of the Initial Term Loan and each Delayed Draw Term Loan, fully earned and due upon funding, paid in kind by being added to the principal balance of the Loans
• Exit Fee: 2.00% of the Total Outstandings, due and payable in cash at any time the Obligations are satisfied in full or in part (including upon optional or mandatory prepayment, at maturity, or upon acceleration)
• Extension Fee: 1.00% of the aggregate amount of the Commitments, payable upon extension of the Maturity Date and paid in kind by being added to the principal balance of the Loans
• Unused Fee: 2.00% per annum on the average daily amount of the Unused Facility Amount, for the period from the Initial Funding Date to the Maturity Date, payable in arrears on the first day of each calendar month and on the Maturity Date, and paid in kind by being added to the principal balance of the Loans
• MOIC: a fee payable in cash on the Maturity Date equal to the difference (if positive) of (a) 12.50% of the Funded Amount minus (b) the aggregate amount of interest accrued and paid in kind on the Obligations; the MOIC is in addition to any fees charged to the Loans
• The Debtors are responsible for the DIP Lender's reasonable out-of-pocket fees and expenses to negotiate, document, manage, and enforce the DIP Facility, and shall disclose all information related to such fees and expenses to the Committee

Maturity

• The earliest to occur of:
  • March 9, 2027 (as may be extended by the Lender in its sole discretion)
  • The date on which the Borrowers file a motion seeking dismissal of any of the Cases, the date of dismissal of any of the Cases, or the date on which the Borrowers file a motion seeking to convert any of the Cases to Chapter 7
  • The effective date of a Reorganization Plan or similar dispositive restructuring plan confirmed by the Bankruptcy Court
  • The date on which the Borrowers consummate a sale of all or substantially all of the assets of the Borrowers or their Subsidiaries pursuant to Section 363 or otherwise
  • The date of acceleration of the Obligations and termination of all Commitments upon an Event of Default
• Extension: upon written request of the Borrowers not later than 30 days prior to March 9, 2027, the Lender may approve one extension to the date that is three months after the then-current date
• The Borrowers shall repay the aggregate principal amount of all Loans and any other Obligations outstanding in cash on the Maturity Date
• Optional prepayment: the Borrowers may voluntarily prepay Loans in whole or in part in cash, plus all amounts then due, upon at least three Business Days' notice and in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof

Milestones

• Adequate protection milestones (unless extended by BMO and the Prudential Secured Parties in writing):
  • Entry of a final adequate protection order acceptable to BMO and the Prudential Secured Parties no later than July 9, 2026
  • Filing of a plan of reorganization and disclosure statement, or a motion to sell substantially all assets under Section 363, no later than 90 days after the Petition Date
  • Entry of an order confirming the Debtors' Plan or approving the Debtors' Sale Motion no later than 150 days after the Petition Date
  • Failure to satisfy any Milestone constitutes an immediate Event of Default not subject to any cure period unless BMO and the Prudential Secured Parties otherwise agree in writing
• Sale-process milestones under the DIP Loan Documents:
  • No later than 14 Business Days after the Petition Date, the Borrowers shall file a bid procedures motion satisfactory to the Lender establishing a binding-bid deadline no later than 75 days after the Petition Date, and seeking approval of a stalking horse bid, if available, no later than 35 days prior to the bid deadline
  • No later than 35 days after the Petition Date, the Bankruptcy Court shall enter an order approving the bidding procedures (the "Bid Procedures Order")
  • No later than 80 days after the Petition Date, the Borrowers shall have commenced an auction for all or substantially all of their assets in accordance with the Bid Procedures Order
  • No later than 85 days after the Petition Date, the Bankruptcy Court shall have entered one or more sale orders approving the winning bid(s), which orders shall provide for payment of the Obligations in cash in full at closing
  • Closing of the winning bid(s) and payoff of the Obligations in full in cash shall occur no later than 150 days after the Petition Date

DIP Termination Event

• A DIP Termination Event means: (i) the occurrence of the Repayment Date; (ii) any material breach of the Final Order by the Debtors or an Event of Default under the DIP Loan Documents, including (aa) failure to timely achieve any Chapter 11 Milestone, (bb) breach of any covenant after any applicable cure period, (cc) misuse of DIP Facility proceeds, and (dd) dismissal or conversion of any of the Chapter 11 Cases or appointment of a trustee; or (iii) acceleration of the DIP Obligations or termination of the DIP Facility
• The Debtors may seek an emergency hearing solely during the period beginning on the DIP Termination Declaration Date through the date that is seven business days thereafter (the "Remedies Notice Period")

Carve Out

• The Carve-Out equals the sum of:
  • All fees payable to the Clerk of the Court and the U.S. Trustee under section 1930(a) plus statutory interest, and all fees and expenses for services under section 156(c)
  • Reasonable and documented fees and expenses of a trustee under section 726(b), in an aggregate amount not to exceed $50,000
  • Allowed unpaid Professional Fees of Professional Persons retained by the Debtors or the Committee; provided that, following a DIP Termination Declaration Date, Professional Fees incurred on and after the first business day following delivery of the Remedies Notice shall not exceed $250,000 in the aggregate
  • Any success or other fees approved by the Court and incurred by an investment banker retained by the Debtors (provided that the DIP Liens and DIP Superpriority Claims shall not be subordinated to or carved out for any such fees)
• Except as expressly set forth in the Final Order, no carve-out or other surcharge, lien, or charge shall be imposed against the BMO Collateral absent BMO's written consent

Use of Proceeds

• Pay certain costs, fees, and expenses related to the Agreement and the Cases
• Fund the Carve Out as more fully described in the DIP Orders
• Working capital and general corporate purposes of the Borrowers and their Subsidiaries, in each case in accordance with the Approved Budget or in a manner constituting a Permitted Variance
• Repay the Backstop Obligations owing to Backstop AG Capital under the Term Sheet dated March 25, 2026 (including interest through the expiration of the Challenge Deadline), by depositing DIP Facility proceeds into the Backstop Escrow; such escrow and repayment constitute a permitted use of proceeds and shall not constitute an Event of Default
• The Bridge Loan shall be repaid in full on the Closing Date and all Liens securing it terminated and released
• Proceeds of the Loans, the Obligations, the cash collateral, the Collateral, and the Carve Out may not be used, among other things, to: hinder the Lender's enforcement upon the Collateral; use cash collateral or dispose of Collateral outside the ordinary course; incur indebtedness; amend the Lender's rights under the DIP Orders or Loan Documents; object to or challenge the Liens or Obligations; assert claims or causes of action (including chapter 5 actions or "lender liability" claims) against the Lender; or subordinate, recharacterize, disallow, or avoid the Obligations

Credit Bid

• The Lender (or its designee) has the unqualified right to credit bid any amount of the Obligations with respect to the assets of the Borrowers; any motion by a Debtor, or entry of any order, precluding, restricting, or otherwise impairing that right constitutes an Event of Default

Avoidance Actions

• The DIP Collateral does not include avoidance actions or any proceeds thereof, and the DIP Liens, Adequate Protection Liens, and Replacement Liens shall not attach to any claims or causes of action of the Debtors or their estates arising under chapter 5 of the Bankruptcy Code or any proceeds thereof ("Avoidance Action" means any action under chapter 5 of the Bankruptcy Code)
• After payment of the DIP Superpriority Claim, the BMO Superpriority Claim and the Prudential Superpriority Claim shall be payable from all prepetition and postpetition property of the estates other than avoidance actions, commercial tort claims, and the proceeds thereof

Challenge Period and Budget

• Challenge Period deadline, by which a Challenge must be filed:
  • As to the Committee only, 60 calendar days from entry of the Final Order
  • If the Cases are converted to chapter 7 and a chapter 7 or chapter 11 trustee is appointed prior to the end of the Challenge Period, the later of (1) 60 calendar days after entry of the Final Order or (2) 30 calendar days after the appointment of such trustee
  • As to all other parties in interest, 60 calendar days after entry of the Final Order
  • Any later date agreed to in writing by the Debtors, the DIP Lender, and the applicable Prepetition Secured Lender or Backstop, or ordered by the Court for cause
• With the exception of the Committee, nothing in the Final Order confers on any party standing or authority to pursue any claim or cause of action belonging to the Debtors or their estates, including any Challenge to the Prepetition Secured Lenders' Loan Documents, Prepetition Obligations, or Prepetition Liens
• The Debtors' Stipulations are binding on the Debtors and all parties in interest, subject to a timely and successful Challenge
• The Debtors shall deliver to the Prepetition Secured Lenders, Backstop, and the Committee all interim, final, and modified DIP Budgets and copies of all other reports required to be delivered to other parties; no amounts included in any Final DIP Budget shall be construed as a limitation or cap on the value of any Prepetition Secured Lender's or Backstop's collateral

Securities and Priorities

• The DIP Collateral consists of all existing and after-acquired real and personal, tangible and intangible, assets of the Debtors and all property of the estate, including cash, accounts, chattel paper, contract rights, crops, farm products, inventory, instruments, documents, securities, equipment, fixtures, real property interests, general intangibles, investment property, tax refunds, letter of credit rights, commercial tort claims, causes of action (other than avoidance actions and their proceeds), intellectual property, and all substitutions, accessions, and proceeds of the foregoing; the DIP Collateral does not include avoidance actions or any proceeds thereof
• Pursuant to sections 364(c) and (d) of the Bankruptcy Code and subject to the Carve-Out, the DIP Lender is granted valid, perfected, continuing, enforceable, non-avoidable first priority liens and security interests on the DIP Collateral of each Debtor (the "DIP Liens"), priming all other liens on the DIP Collateral other than the Permitted Senior Liens
  • Notwithstanding the foregoing, the DIP Liens shall have second or third priority, as applicable, solely with respect to the Backstop Escrow Liens and the Permitted Senior Liens, which include: BMO's security interest in the BMO Senior Collateral; valid first priority, non-avoidable purchase money security interest liens on equipment; the mortgage in favor of Happy Valley USA Credit III, LLC securing Real Estate Term Loan 1 in the original principal amount of $4,200,000.00 (the "Happy Valley Property"); and the mortgage in favor of North Cascades National Bank securing a commercial loan in the original principal amount of $1,400,000.00
• Pursuant to section 364(c)(1) and subject to the Carve-Out, the DIP Facility is entitled to superpriority administrative expense claims (the "DIP Superpriority Claims") with priority over all other administrative and unsecured claims, payable from and with recourse to all assets of the Debtors other than avoidance actions and their proceeds, against each of the Debtors on a joint and several basis
• Backstop is granted valid, perfected, first-priority liens on the Backstop Escrow and all funds therein (the "Backstop Escrow Liens"); the Backstop Escrow Liens are first in priority and the DIP Liens are second in priority with respect to the Backstop Escrow, provided that upon a successful Challenge of the Backstop prepetition liens or Backstop Obligations, the DIP Liens shall be first in priority as to the applicable portion of the Backstop Escrow
• The Final Order is sufficient and conclusive evidence of the validity, perfection, and priority of the DIP Liens and the Replacement Liens without the necessity of any filing or recording

Adequate Protection

Prepetition Secured Lenders

• The Prepetition Secured Lenders (BMO and Prudential) are provided adequate protection through their Replacement Liens, Permitted Senior Liens (as applicable), and the other adequate protection described in the Final Order, solely to the extent of any Diminution in Value of their interests in the Prepetition Collateral, together with superpriority claims (the "Prepetition Secured Lender Adequate Protection Claims"), in each case junior and subject to the DIP Liens and DIP Superpriority Claims
• If such adequate protection proves insufficient, each Prepetition Secured Lender shall have an allowed superpriority administrative expense claim under sections 503(b) and 507(b) (the "BMO Superpriority Claim" and the "Prudential Superpriority Claim") equal to such insufficiency
• The relative priority of the BMO Replacement Liens, the BMO Prepetition Liens, the Prudential Replacement Liens, and the Prudential Prepetition Liens, as between BMO and Prudential, remains subject to the Amended and Restated Intercreditor Agreement, which controls in all respects
• The Debtors shall provide the BMO Secured Parties, the Prudential Secured Parties, and the DIP Lender reasonable access to inspect their respective collateral and books and records, and shall cooperate with reasonable field exams or audits

Prudential Secured Parties

• Prudential Replacement Liens on all of the DIP Collateral (other than commercial tort claims and any proceeds thereof), subject and subordinate to the DIP Liens, the DIP Superpriority Claims, the Carve-Out, and applicable Permitted Senior Liens
• Prudential 507(b) Claims: junior in priority to the DIP Superpriority Claims and the Carve-Out, pari passu with the BMO Superpriority Claim, and senior to all other administrative expenses; payable from all prepetition and postpetition property, excluding commercial tort claims, avoidance actions, and their proceeds
• The Prudential Secured Parties shall not receive or retain any payments in respect of the Prudential 507(b) Claims until the DIP Obligations have been indefeasibly paid in cash in full and all commitments under the DIP Facility have been terminated

BMO Secured Parties

• BMO Inventory AP Payments: net proceeds generated from the packing and sale of the Debtors' produce inventory constituting BMO Inventory Collateral, applied to the BMO Prepetition Obligations
• BMO Equipment AP Payments: monthly adequate protection payments of $50,000 as compensation for depreciation of BMO equipment collateral, commencing July 1, 2026 and payable on the first calendar day of each month thereafter
• Assumption, on or before August 4, 2026, of the Apple House Packing Agreement (the Grower Contract dated February 11, 2026, between BHPO and Apple House) pursuant to section 365
• BMO Replacement Liens on the BMO Collateral (including all postpetition assets other than avoidance actions, commercial tort claims, and their proceeds) to the extent of any Diminution in Value, of equal priority to the BMO Prepetition Liens on the BMO Senior Collateral and otherwise junior to the Prudential Replacement Liens, Permitted Senior Liens, and the DIP Liens on collateral other than the BMO Senior Collateral
• Establishment, upon BMO's request, of the BMO Segregated DIP Account for proceeds of BMO Senior Collateral, subject to a deposit account control agreement in favor of BMO
• Allowed superpriority administrative expense claims under section 507(b) if adequate protection proves insufficient, subject to the Carve-Out and junior to the DIP Superpriority Claims; BMO shall not receive or retain any payments in respect of its Adequate Protection Claims until the DIP Obligations are indefeasibly paid in cash in full and all commitments terminated
• Modification of the automatic stay to permit BMO and Prudential to take the actions expressly permitted, including for BMO to retain and apply all collections, remittances, and proceeds of the BMO AP Payments and the BMO Senior Collateral

Waivers

• Section 506(c): The Debtors waive any right to surcharge the BMO Collateral and the Prudential Prepetition Collateral; no costs or expenses of administration shall be charged against the DIP Lender, the DIP Collateral (including cash collateral), or the Prepetition Secured Lenders and their collateral without prior written consent
• Marshaling: The Debtors waive any right to assert the doctrine of marshaling with respect to BMO, Prudential, and their respective collateral, and in no event shall the DIP Lender or the Prepetition Secured Lenders be subject to the doctrine of marshaling or any similar doctrine
• Section 552(b): To the fullest extent permitted by law, the Debtors waive any right to assert that the equities of the case require a different result, and the "equities of the case" exception shall not apply to the Prepetition Secured Lenders
• The Debtors' Section 506(c), marshaling, and 552(b) waivers in favor of the Prepetition Secured Lenders (Section I.xiii) are not binding on the Committee; the separate no-marshaling and 552(b) "equities of the case" waivers benefiting the DIP Lender and the Prepetition Secured Lenders under Paragraph 10(e) are likewise not binding on the Committee, except with respect to the DIP Collateral and the DIP Obligations

Permitted Variance

• The Debtors shall provide weekly Variance Reports to the DIP Lender, the Prepetition Secured Lenders, Backstop, and the Committee, due on or before 5:00 p.m. (prevailing Pacific Time), beginning June 17, 2026 and continuing on the same day of each following week
• Permitted Variances: as of any Variance Report Date, the aggregate cumulative actual cash disbursements on a cumulative basis through the applicable Testing Period shall not exceed 120% of the projected aggregate cash disbursements under the applicable Approved Budget through such Testing Period
• Absent the DIP Lender's express written consent, it constitutes a DIP Termination Event if any Variance Report reflects a negative variance of greater than 20% in the aggregate trailing rolling disbursements for a given week under the Final DIP Budget

Releases

• Effective upon entry of the Final Order, each Debtor (and, subject to Paragraph 9/the Challenge provisions, each Debtor's estate) absolutely and irrevocably releases the DIP Lender, the BMO Secured Parties, and the Prudential Secured Parties, together with their respective related parties, from all claims and causes of action arising on or before entry of the Final Order relating to their respective loan documents, obligations, liens, collateral, and prepetition dealings
• The releases exclude claims determined by final, non-appealable order to have resulted from, in the case of the BMO and Prudential Released Parties, bad faith, fraud, gross negligence, or willful misconduct, and, in the case of the DIP Lender Released Parties, fraud or willful misconduct
• The Debtors' Stipulations and release with respect to the DIP Lender are effective, final, and binding on all parties in interest as of the date of the Final Order (i.e., not subject to the Challenge Period), whereas the estates' releases of the BMO and Prudential parties are subject to the Challenge provisions of Paragraph 9