Elite Equipment Leasing - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code on September 7, 2025 (the "Petition Date"), and have since continued to operate their business in the ordinary course as debtors-in-possession.
• The Plan provides for the preservation of the Debtors' business through a comprehensive reorganization of the Debtors' financial affairs.
  • Allowed Claims of creditors will be paid in accordance with the terms of the Plan, primarily from the proceeds of the Reorganized Debtors' operations, the sale of assets, and certain exit financing, among other sources.
  • Interest Holders will retain their existing Interests without alteration or modification.
• Although presented as a joint document for administrative convenience, each of the six Debtors is a separate entity, and the Plan provides for a separate plan of reorganization for each Debtor.
  • The Debtors are Elite Equipment, Reliable Crane, Reliable Construction, Reliable Phoenix, Champion Holdings, and Champion Crane.
  • The Debtors will emerge from Chapter 11 as five Reorganized Debtors: Elite, Reliable Crane, Reliable Construction, Champion Holdings, and Champion Crane.
  • Reliable Phoenix, which has already ceased operations and owns no assets, will be dissolved or abandoned as permitted by state law.
• The Committee refers to the Official Committee of Unsecured Creditors appointed by the Office of the United States Trustee in these Cases.
• The Debtors filed a Notice of Non-Material Modifications and Supplement to the Debtors' Revised Joint Chapter 11 Plan of Reorganization Dated April 17, 2026, pursuant to Bankruptcy Code § 1127(a) and Federal Rule of Bankruptcy Procedure 3019.
  • The Notice, filed on July 2, 2026, addresses certain non-material additions, modifications, and clarifications to the Plan since it was filed on May 31, 2026. The modifications are reflected in the applicable sections below.

Operational Downsizing

• The Reorganized Debtors will emerge from bankruptcy as a smaller, more efficient operation, retaining a reduced amount of their existing equipment fleet (the "Retained Collateral") and shrinking their physical footprint from five leased real estate locations to two.
• The Reorganized Debtors will focus their operations more on large-scale tower crane projects, such as the One Beverly Hills project in California and the A's baseball stadium project in Las Vegas, where equipment can remain on-site for extended periods while generating revenue.
  • These larger, long-term projects provide the Debtors with more stability and higher equipment utilization than smaller, short-term jobs, and permit the Debtors to operate with a significantly smaller administrative, back-office staff, less equipment, and less real estate.

Allowed Unsecured Priority Tax Claims

• As a result of discussions between the Debtors and the California Department of Tax and Fee Administration ("CDTFA"), Section III.B of the Plan, entitled "Allowed Unsecured Priority Tax Claims," is modified as follows:
  • Except to the extent that a holder of an Allowed Priority Tax Claim agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, in full satisfaction, discharge, exchange and release of its claim, equal quarterly Cash payments commencing on the first Business Day of the first full calendar quarter after the Effective Date and continuing on the first Business Day of each full calendar quarter thereafter through September 7, 2030, in an aggregate amount equivalent to such claim, plus interest at the rate of 10% per annum, as required by 11 U.S.C. § 511, as determined under the applicable nonbankruptcy law governing such claim.
  • Notwithstanding any provision of the confirmed Plan, Allowed Priority Tax Claims of the CDTFA shall be paid at an interest rate of 10% in accordance with Section 511 of the Bankruptcy Code and Section 6591.5 of the California Revenue and Taxation Code.
  • The Reorganized Debtors shall be entitled to pre-pay Allowed Priority Tax Claims at any time in the exercise of their sole and absolute discretion.

Classification and Treatment of Claims and Interest

• As a result of discussions with counsel for certain creditors, Section IV.B of the Plan, entitled "Classification and Treatment of Claims and Interest," is modified solely with respect to the treatment of:
  • Class Nos. 1A–1F, Commercial Funding Inc. ("CFI")
  • Class Nos. 2A–2F, Commercial Credit Group, Inc. ("CCG")
  • Class No. 14, Gordon Brothers Commercial Equipment Finance, LLC ("Gordon Brothers")
  • Class No. 28, TBK Bank, SSB, a Texas State Savings Bank ("TBK")
  • Class No. 43A, National Interstate Insurance Company ("National Interstate")

CFI (Classes 1A–1F)

• CFI shall have a single Allowed Secured Claim in the amount of $24,800,000, plus all additional loan advances (net of repayments), fees and interest that accrue through the Effective Date. Claims of CFI in Classes 1A–1F are duplicative of each other.
• CFI holds a blanket security interest in all assets of the Debtor in first priority position, except as subordinate to any properly perfected purchase money security interests with respect to other equipment collateral.
• In full satisfaction of its Allowed Secured Claim, CFI shall receive: (a) all amounts collected by the Reorganized Debtors on account of all accounts receivable of the Debtors generated prior to the Effective Date, as set forth in more detail in the Exit Financing loan documents; (b) any proceeds from the sale of Collateral as contemplated by this Section of the Plan after payment of any Allowed Secured Claims with Liens of higher priority with respect to such sold Collateral; (c) the DIP Financing Shortfall Note; and (d) the liens, payments and protections set forth in the Exit Financing loan documents.
• Any deficiency claim of CFI shall be treated as an Allowed General Unsecured Claim under Classes 44A–44F, as applicable.
• Classes 1A–1F are Impaired and permitted to vote on the Plan.
• All modifications in treatment to Class 1A shall apply equally to Classes 1B, 1C, 1D, 1E and 1F; the only difference between these classes is the corresponding claim number for the claim filed by CFI against each respective Debtor.

CCG (Classes 2A–2F)

• CCG shall have a single Allowed Secured Claim in the amount of $18,650,796.17, plus interest and fees that accrue through the Effective Date. Claims of CCG in Classes 2A–2F are duplicative of each other.
• CCG holds a blanket security interest in all assets of the Debtor in second priority position, except as subordinate to any properly perfected purchase money security interests with respect to other equipment Collateral.
• The Secured Claim of CCG shall be treated as follows:
  • Debtor to keep Retained Collateral of CCG and/or sell Excluded Collateral as designated in the Collateral Disposition Chart.
  • With respect to any Excluded Collateral of CCG, Debtor shall distribute net proceeds of sale to CCG as provided in Section IV.C of the Plan.
  • Debtor shall pay CCG $1,500,000 on account of CCG's Liens on the Retained Collateral.
  • Any deficiency claim of CCG shall be treated as an Allowed General Unsecured Claim under Classes 44A–44F, as applicable.
  • CCG's blanket Lien on all other assets shall be extinguished on the Effective Date and replaced with CCG's Lien granted in connection with the Exit Financing.
  • Classes 2A–2F are Impaired and permitted to vote on the Plan.
• All modifications in treatment to Class 2A shall apply equally to Classes 2B, 2C, 2D, 2E and 2F; the only difference between these classes is the corresponding claim number for the claim filed by CCG against each respective Debtor.

Gordon Brothers (Class 14)

• Debtor shall keep the Retained Collateral and sell claimant's Class 14 Excluded Collateral, as designated in the Collateral Disposition Chart, pursuant to the terms of Section V.H of the Plan.
  • With respect to any Excluded Collateral, Debtor shall distribute net proceeds of sale to claimant as provided in Section IV.C of the Plan.
• Debtor shall pay claimant $1,309,611.39 Cash on the Effective Date in full satisfaction and release of claimant's Liens on the Retained Collateral.
• Gordon Brothers shall be permitted to credit bid up to the amount of its claim (or such lower amount as agreed between the Debtors and Gordon Brothers prior to the Auction).
• Any credit bid by Gordon Brothers shall not be construed as an admission by any party as to the validity, priority or extent of Gordon Brothers' liens or as to the amount of its claim.
  • All parties retain all claims and defenses with respect to Gordon Brothers' liens and claims, including, without limitation, the right of the bankruptcy estates to challenge such liens.
  • In the event that Gordon Brothers credit bids and is the successful bidder for any Equipment and its liens are subsequently avoided, Gordon Brothers shall be liable to the bankruptcy estates for the cash value of such credit bid.
• At any time after the Effective Date, the Reorganized Debtors may sell any piece of Retained Collateral, subject to the conditions set forth in the Plan (Right to Sell Collateral Post-Effective Date).
• Class 14 is Impaired and permitted to vote on the Plan.

TBK (Class 28)

• Debtor shall keep all of claimant's Retained Collateral as set forth in the Collateral Disposition Chart.
• Claimant's Liens on its Collateral shall be extinguished upon payment.
• Class 28 is Unimpaired and not permitted to vote on the Plan.

National Interstate (Class 43A)

• Notwithstanding anything to the contrary in the Plan or the Order:
  • The Proof of Claim filed on or around January 15, 2026 by National Interstate as Claim No. 10078 (the "National Interstate Claim") shall be treated as an Allowed Secured Claim in the amount of $170,897, and National Interstate shall draw down on the $170,897 deposit deductible collateral it is holding in full satisfaction of such Allowed Secured Claim.
  • The balance of the National Interstate Claim shall be treated as an Unsecured Claim.
  • All rights of recoupment and prepetition setoff of National Interstate, if any, shall survive confirmation of the Plan and entry of the Order, with the Debtors retaining the right to challenge the assertion of setoff rights.
• For administrative convenience and to avoid renumbering the existing Classes, the Secured Claim of National Interstate shall be designated as Class 43A, a separate Class that is not a subclass of, or otherwise related to, Class 43, Mitsubishi HC Capital America, Inc.

Exit Financing

• The primary funding mechanism for consummation of the Plan will be a financing facility in the principal amount of $23,200,000 to be provided by CFI and CCG (the "Exit Financing").
  • A copy of the signed Letter of Intent describing its terms is attached to the Disclosure Statement as Exhibit A, and copies of the final Exit Financing loan documents will be made available to parties in interest on request to counsel for the Debtors.
  • Approximately $15 million of the proceeds will be used to satisfy the Allowed Secured Claims of certain equipment lenders whose Collateral the Reorganized Debtors intend to retain.
  • An additional $900,000 will be used to fund the Creditors' Trust on the Effective Date as part of the Unsecured Creditors Settlement.
  • The remaining approximately $7.5 million will be used to make other payments due on or near the Effective Date required by the Plan and for the Reorganized Debtors' working capital needs.
• In addition to the Exit Financing, CFI and CCG will provide additional financing in the principal amount of $500,000, documented as a new note with identical terms to the $23,200,000 of Exit Financing and added to the DIP Financing Shortfall Note.
• On the Effective Date, the Debtors will pay CCG $1,500,000 from the Exit Financing for the Retained Collateral.
• The Debtors will retain all CCG Collateral listed as retained equipment in the Collateral Disposition Chart, with the exception of the 2000 Liebherr LR1400/1 440-ton Crawler crane (with brand new LR1400 wheeled super lift ballast wagon & Derrick, D9406 V8 eng.), which the Debtors will sell at the second equipment auction in or around July 2026.
• The Exit Financing will close and be funded to the Reorganized Debtors upon satisfaction of the following conditions precedent: (a) the Confirmation Order shall have become a Final Order; and (b) the Committee Challenge shall have been dismissed with prejudice.
  • The Committee shall dismiss the Committee Challenge, with prejudice, no later than two Business Days after the date on which the Confirmation Order becomes a Final Order.
  • The Effective Date is the first Business Day that is at least five business days following the closing of the Exit Financing.
• Funding for the distributions and obligations under the Plan will be derived in primary part, if not exclusively, from: (1) the Debtors' Cash on hand as of the Effective Date; (2) Cash generated from the Reorganized Debtors' operations after the Effective Date; (3) proceeds from the sale of assets; (4) the Exit Financing; and (5) any proceeds of Causes of Action, including Avoidance Actions.
• Reorganized Debtor Champion intends to retain certain equipment that was financed by Celtic Bank, and intends to retain some of this equipment utilizing the existing Celtic Bank financing on the terms and conditions set forth in Section IV of the Plan.

DIP Financing Shortfall Note

• The DIP Financing Shortfall Note consists of one or more secured promissory notes in an amount equal to the existing CFI and CCG combined debt on the Effective Date, less 100% of CFI/CCG paydowns and collections from equipment sales and A/R collection, secured by all collateral of the Reorganized Debtors and payable pursuant to the terms of the Exit Financing.
• The DIP Financing Shortfall Note shall be capped at the sum equal to $5.6 million plus (i) the amount of any shortfall below the guaranteed A/R recovery and (ii) the amount of DIP obligations in excess of $25 million on the confirmation date of the Chapter 11 Plan, less (iii) the amount of DIP obligations below $25 million on the confirmation date of the Chapter 11 Plan. This definition is intended only to summarize certain terms of the Exit Financing loan documents, which shall control in the event of a conflict.

Sale of Excluded Collateral

• The Debtors intend to downsize their fleet of equipment. "Excluded Collateral" means the specific items of equipment owned or leased by the Debtors that are designated for sale, as identified in the Collateral Disposition Chart, and will be sold following the Effective Date.
• The Debtors intend to utilize Jeff Martin Auctioneers ("JMA") to act as auctioneer and to market the Excluded Collateral for sale.
  • Unless agreed otherwise by the Debtors and holders of Allowed Secured Claims against any piece of Excluded Collateral, the Excluded Collateral shall be sold no later than 120 days following the Effective Date.
  • The sale of all Excluded Collateral shall be free and clear of all Liens pursuant to Bankruptcy Code section 1123(a)(5) and, to the extent applicable, section 363(f), without further order of the Court other than the Confirmation Order.
  • Upon the sale of any Excluded Collateral, the net proceeds—after payment of JMA's permitted fees and expenses, as well as any other actual costs of sale or required taxes—will be distributed to the applicable secured lenders in accordance with their respective lien priorities and rights.

Collateral Disposition Chart

• The Collateral Disposition Chart, filed as Exhibit B to the Disclosure Statement Describing Debtors' Revised Joint Chapter 11 Plan of Reorganization Dated April 17, 2026 (the "Disclosure Statement"), is modified to reflect the Debtors' intent to sell the Liebherr LR1400 at the second equipment auction.
• The Plan is further modified to include the modified Collateral Disposition Chart as Exhibit D to the Plan.

Creditors' Trust

• On the Effective Date, the Creditors' Trust shall be established for the benefit of holders of Allowed Class 44 General Unsecured Claims, pursuant to the Creditors' Trust Agreement, to liquidate all Creditors' Trust Assets, to pursue Causes of Action, and to make all Distributions to holders of Allowed Unsecured Claims as required by the Plan.
• The Creditors' Trust shall be managed by a Liquidating Trustee, who will be deemed appointed on the Effective Date without further motion, application, notice, hearing, or other order of the Court.
  • All Avoidance Actions and strong-arm powers of a trustee under the Bankruptcy Code shall irrevocably vest in and be transferred in total to the Creditors' Trust upon the Effective Date.
  • The Liquidating Trustee's compensation shall be $15,000.00 per quarter, but limited in total amount to three percent (3%) of the total funds disbursed out of the Creditors' Trust, plus reimbursement of the actual and necessary expenses incurred by the Liquidating Trustee on behalf of the Creditors' Trust.

Unsecured Claims Settlement

• The Debtors, CFI, CCG, and the Committee reached a mediated settlement regarding funding of the Creditors' Trust and related provisions that provides for, among other things: (a) the vesting of assets in the Creditors' Trust; (b) the dismissal with prejudice of the Committee Challenge against CFI and CCG; and (c) each party granting each other party a mutual release with respect to the foregoing.
  • The Committee Challenge is the adversary proceeding challenging the liens of CFI and CCG on certain of the Debtors' collateral and related claims, at Case No. 25-ap-01004 in the Bankruptcy Court.
  • The Debtors, Reorganized Debtors, the Committee, the Creditors' Trust, and the Liquidating Trustee shall neither object to any claim, lien, or security interest asserted by CFI or CCG nor prosecute or support any Avoidance Action or other Cause of Action against CFI or CCG based on events occurring prior to entry of the Confirmation Order, except as to the value of the collateral securing the obligations of CFI or CCG in the calculation of a deficiency claim, if any, asserted by CFI or CCG (the 'Deficiency Valuation Objection'). For the avoidance of doubt, that collateral valuation equals, as to pre-Effective-Date accounts receivable, the actual amount collected, and as to Excluded Collateral, the actual net sale proceeds after payment of secured claims senior to CFI or CCG.
• Pursuant to the Unsecured Claims Settlement, the following assets shall vest in the Creditors' Trust on the Effective Date:
  • Plan Note: The Reorganized Debtors shall make payments to the Creditors' Trust over time from future revenues and/or assets, referred to as the "Plan Note" regardless of whether the obligation is memorialized in a written promissory note.
    • The total amount due is $1,100,000 (the "Note Amount").
    • The Reorganized Debtors shall pay 20 equal installment payments of at least $55,000 each until the Note Amount is paid in full, with the first payment due on or before the end of the sixth calendar month following the Effective Date and each subsequent payment due on or before the end of every third calendar month thereafter.
    • The Plan Note shall not accrue interest, and the Reorganized Debtors may prepay it at any time, in whole or in part, without penalty or restriction.
  • Avoidance Actions: The Liquidating Trustee, on behalf of the Creditors' Trust, shall have the exclusive authority and standing to investigate, prosecute, settle, or abandon all Avoidance Actions, without the need for Court approval of settlements; provided that the Creditors' Trust shall not prosecute any Avoidance Action or other Cause of Action against CFI or CCG, except the Deficiency Valuation Objection. If the Creditors' Trust obtains a Final Order avoiding, invalidating, subordinating, recharacterizing, or otherwise disallowing any lien or security interest against any Retained Collateral or Excluded Collateral, the Reorganized Debtors shall pay the Creditors' Trust an amount equal to the value otherwise payable under the Plan on account of such avoided lien (within 10 Business Days of entry of the Final Order), provided that no such order shall impact the claims, liens, priority, or payment rights of CFI and CCG with respect to such Collateral.
  • Initial Creditors' Trust Funding: The Reorganized Debtors shall fund the Creditors' Trust with cash in the amount of $900,000.
    • Of this amount, $200,000 shall be reserved and used solely to pay the reasonable and necessary costs, expenses, and obligations of the Creditors' Trust, including the fees and expenses of the Liquidating Trustee and the Creditors' Trust's retained professionals.
    • The remaining $700,000 shall be available for distribution to holders of Allowed Claims entitled to receive distributions from the Creditors' Trust.
  • Sale Upside Capture: If, during the period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (the "Sharing Period"), any Reorganized Debtor consummates a Sale Transaction, the Creditors' Trust shall be entitled to receive twenty percent (20%) in years one through three, fifteen percent (15%) in year four, and ten percent (10%) in year five of the Net Sale Proceeds received in connection with such Sale Transaction.
  • Cash Flow Upside: For each calendar year beginning January 1, 2027 and ending December 31, 2031 (the "Cash Flow Upside Period"), the Reorganized Debtors shall pay to the Creditors' Trust the Cumulative Excess Cash Generation Payment, if any, for such fiscal year.
• The Debtors estimate that, after removing duplicative and clearly erroneous claims, the total General Unsecured Claims for Classes 44A through 44F total approximately $19.6 million, not counting (1) any potential deficiency claims resulting from secured creditors that may turn out to be undersecured, (2) claims resulting from the rejection of executory contracts or unexpired leases under the Plan, or (3) claims resulting from the potential avoidance of liens or avoidable transfers. This number also does not account for potential substantive objections to claims that could be brought.
• On the Effective Date, each Unsecured Creditor, to the extent it has an Allowed General Unsecured Claim, shall receive its pro rata share of the beneficial interests in the Creditors' Trust in full satisfaction, settlement, and in exchange for its Allowed Claim.

Plan Support

• As a result of the Unsecured Claims Settlement, the Committee agrees to support, and not take any action that would interfere with, the confirmation and implementation of the Plan and the sales contemplated thereunder.
• To facilitate the Unsecured Claims Settlement, the Committee shall (a) provide a letter to unsecured creditors in support of the Plan and (b) dismiss the Committee Challenge, with prejudice, within two Business Days following the date on which the Confirmation Order becomes a Final Order.

Releases

• As of the Effective Date, all Claims against the Debtors shall be released except as provided in the Plan.
• To the maximum extent permitted by law, neither the Debtors, the Reorganized Debtors, their management, nor any of their Professionals shall have or incur any liability to any Person for any act taken or omission made in good faith in the administration of the Cases and the bankruptcy Estates, or in connection with the formulation and implementation of the Plan, the solicitation of acceptances for or confirmation of the Plan, or the consummation and implementation of the Plan and the transactions contemplated therein, including the distribution of estate funds, from the commencement of the Cases through the entry of a final decree.
  • Notwithstanding the foregoing, nothing shall absolve the Debtors, Reorganized Debtors, or any of their respective representatives of any potential liability to any creditor on account of any failure by the Reorganized Debtors to make any distribution required by the Plan or on account of any acts or omissions constituting breach of fiduciary duty, willful misconduct, fraud, intentional tort, or gross negligence.