EEW American Offshore Structures - Chapter 11 DIP Terms

DIP Terms

Borrower(s)

• EEW American Offshore Structures Inc. ("AOS") and EEW AOS Paulsboro Urban Renewal, LLC ("URE"), as Borrowers
• AOS is a subsidiary of non-debtor German holding company EEW AOS Holding GmbH ("AOS Holding"), the parent company of the AOS Group, which also owns the DIP Lender
• No guarantors

Lender

• DiScho Vermögensverwaltung GmbH & Co. KG, as DIP Lender (also Prepetition Secured Lender). DiScho is owned by AOS Holding, the non-debtor German parent of the borrowers, making the DIP Facility an affiliated/insider transaction
• No agent

DIP Commitments

• Super-priority senior secured credit facility in an aggregate new money principal amount not to exceed $6.5 million, plus the Rolled-Up Loans, comprised of:
  • $3.25 million in new money available on an interim basis, plus a roll-up and cashless advance of $3.25 million of outstanding obligations under the Prepetition Debt Documents (the "Interim Rolled-Up Loan")
  • The remaining $3.25 million in new money available upon entry of the final order, plus a roll-up and cashless advance of approximately $6,425,873.83 of remaining obligations under the Prepetition Debt Documents (the "Final Rolled-Up Loan" and, together with the Interim Rolled-Up Loan, the "Rolled-Up Loans")
• As of the petition date, the debtors had approximately $9,675,873.83 in total outstanding secured debt, consisting of:
  • Approximately $900,857.05 outstanding under a Secured Promissory Note and Security Agreement, dated March 20, 2026, with a total principal balance of up to $2.6 million, entered into between the debtors and DiScho as prepetition secured lender. The note effectively served as a bridge loan to provide the debtors with the necessary liquidity to satisfy current operating expenses and prepare for the chapter 11 cases.
  • Approximately $8,775,016.78 outstanding under multiple Intercompany Term Loan Agreements entered into between the debtors and the Prepetition Secured Lender (together with the Prepetition Secured Note, the "Prepetition Debt Documents")
• The debtors entered chapter 11 with minimal cash on hand and determined they would require approximately $6.5 million to fund the cases and meet their cash flow needs. The DIP Facility does not include any borrowing fees, such as a commitment fee or exit fee, which the debtors submit reflects a below-market financing proposal.
• The debtors negotiated the DIP Facility with the DIP Lender in good faith and at arm's length, and believe it is the best and only financing option currently available. To ensure arm's length negotiations, DiScho appointed an individual with sole responsibility and authority to negotiate the terms of the DIP Facility, who was otherwise walled off from any discussions concerning the chapter 11 cases. The debtors' cash and time constraints prior to the petition date did not allow for a marketing process for alternative DIP financing.

Cash Collateral

• The debtors are authorized to use Cash Collateral in accordance with the Approved Budget. Substantially all of the debtors' cash constitutes Cash Collateral, and the DIP Lender, as the prepetition secured lender, has consented to the debtors' continued use of Cash Collateral, subject to the terms and limitations set forth in the interim order.
• The debtors rely on Cash Collateral to, among other things, procure services integral to ongoing business operations, fund operational expenses, maintain favorable relationships with stakeholders, and fund the continuation of the debtors' sale process being conducted by Hilco Corporate Finance.

Interest Rate

• 5.0% per annum, calculated on the basis of a 365-day year for the actual number of days elapsed

Fees

• The DIP Facility does not include any borrowing fees, such as a commitment fee or exit fee.
• The DIP credit agreement and interim order contain customary indemnification provisions.

Maturity

• The earliest to occur of:
  • December 31, 2026
  • Acceleration of the loan by the DIP Lender upon an event of default
  • The closing of a sale of substantially all of the borrowers' assets
• Upon the occurrence and continuation of an event of default, the DIP Lender may deliver a Termination Notice on not less than ten business days' notice (the "DIP Remedies Notice Period") to counsel to the debtors, counsel to the Creditors' Committee (if appointed), and the U.S. Trustee, and thereafter may: (a) terminate the debtors' right to use Cash Collateral (subject to the Carve-Out), (b) terminate the DIP Facility and any DIP document as to any future liability or obligation of the DIP Lender, but without affecting any of the DIP Obligations or the DIP Liens, and (c) declare all DIP obligations immediately due and payable. During the DIP Remedies Notice Period, the debtors, the Creditors' Committee, and any party in interest may seek an emergency hearing to contest whether an event of default has occurred or to obtain non-consensual use of Cash Collateral.
• Additionally, failure to obtain entry of the final order within 30 days of entry of the interim order constitutes an event of default under the DIP Credit Agreement.

Milestones

• The borrowers must comply with the following milestones, or any later date approved by the DIP Lender in its sole discretion:
  • 7 days after the petition date (i.e., April 15, 2026): entry of the interim order
  • 28 days after the petition date (i.e., May 6, 2026): entry of the Bidding Procedures Order and the final order
  • 75 days after the petition date (i.e., June 22, 2026): conduct an auction for all or substantially all of the borrowers' assets
  • 120 days after the petition date (i.e., August 6, 2026): entry of an order for conditional approval of the combined disclosure statement and chapter 11 plan
  • 150 days after the petition date (i.e., September 5, 2026): entry of an order confirming the borrowers' combined disclosure statement and chapter 11 plan

Carve Out

• Post-Carve Out Trigger Notice Cap: $75,000
• Chapter 7 Trustee Fee: $25,000
• The Carve-Out also includes all statutory fees payable to the Clerk of the Bankruptcy Court and the U.S. Trustee, as well as all allowed professional fees incurred by debtor and committee professionals at any time before or on the first business day following delivery of a Carve-Out Trigger Notice.

Use of Proceeds

• Fund general and corporate operating needs
• Fund the process to sell all or substantially all of the debtors' assets
• Pay the costs of administering the chapter 11 cases
• All in accordance with the Approved Budget, which covers the initial 13-week postpetition period

Avoidance Actions

• Upon entry of the final order, the DIP Lender's liens shall extend to avoidance action proceeds.

Challenge Period

• The deadline to bring a challenge is:
  • As to the Creditors' Committee: 60 calendar days after the appointment of the Creditors' Committee
  • If a chapter 7 or 11 trustee is appointed or elected prior to the end of the challenge period, solely for such trustee: the later of (a) 75 calendar days after entry of the interim order or (b) 30 calendar days after such trustee's appointment
  • If no Creditors' Committee is appointed, for all other parties in interest: 60 calendar days after entry of the final order
  • Any later date ordered by the court for cause within any applicable period

Securities and Priorities

• Valid, binding, continuing, enforceable, and automatically perfected security interests in and liens on all DIP Collateral, subject to the Carve-Out, with the following priorities:
  • Senior priming liens on all prepetition collateral, senior in all respects to the prepetition liens, senior to any adequate protection liens, and not subordinate to any lien avoided and preserved under section 551 of the Bankruptcy Code
  • First-priority liens on all unencumbered property, including, upon entry of the final order, avoidance action proceeds, subject only to the Carve-Out
• The DIP liens shall not be subject or subordinate to or made pari passu with (a) any lien avoided and preserved for the benefit of the estates under section 551, (b) unless otherwise provided in the DIP documents or interim order, any liens arising after the petition date, including governmental liens, or (c) any intercompany liens.
• DIP obligations shall constitute superpriority administrative expense claims against each of the debtors, subject to the Carve-Out.
• The prepetition secured lender has consented to having its prepetition liens primed by the postpetition superpriority liens in connection with the DIP Facility.

Adequate Protection

Prepetition Secured Lender

• Adequate protection replacement liens on all DIP Collateral
• Superpriority administrative expense claims under section 507(b) of the Bankruptcy Code
• The debtors submit that, under the circumstances, including their lack of revenue, the adequate protection provided to the prepetition secured lender is appropriate.

Waivers

• Subject to entry of the final order:
  • Section 506(c): Except to the extent of the Carve-Out, no costs or expenses of administration shall be charged against or recovered from the DIP Collateral or prepetition collateral (including Cash Collateral) pursuant to section 506(c) of the Bankruptcy Code or any similar principle of law, without the prior written consent of the DIP Lender.
  • Section 552(b): The "equities of the case" exception shall not apply. The equitable doctrine of "marshaling" shall not apply with respect to the DIP Collateral, the DIP obligations, the prepetition secured obligations, or the prepetition collateral.
• The automatic stay is modified to the extent necessary to implement and effectuate the terms of the interim order, the final order, and the DIP documents.
• The borrowers covenant that, without the prior consent of the DIP Lender in its sole discretion, until payment in full of the obligations, they will not propose or support any plan of reorganization that fails to indefeasibly and finally pay in full in cash all obligations on the effective date of such plan, or that is not otherwise reasonably acceptable to the DIP Lender.