FIHPNP - Chapter 11 DIP Terms

DIP Terms

Borrower / Guarantors

• Brightline Trains Florida LLC, as borrower, a non-debtor operating company that is not itself in Chapter 11
• BLTF Holdings LLC, as DIP pledgor, pledging the equity and other collateral it granted prepetition to secure the facility
• FIHP LLC, FIHPNP LLC, FIHPNPNJ LLC, AAF Jacksonville Segment LLC, BL Florida LLC, BLH Investment LLC, Brevard FGT LLC, Brightline East LLC, Brightline Holdings LLC, Brightline Management LLC, Brightline Property Holdings LLC, DT Miami LLC, Flagler Management LLC, Flagler Management West LLC, Florida Investment Holdings LLC, and New Flagler Development LLC, as affiliate debtor guarantors, each guaranteeing only its allocated portion of the facility and only to the extent it receives note proceeds, directly or through expenses the borrower pays on its behalf
• Advances from the borrower to the guarantors and to the pledgor run through intercompany notes secured by liens on the recipient's assets in favor of the borrower, subject to the Carve Out and existing prepetition affiliate liens.

Agent / Purchasers

• Deutsche Bank National Trust Company, as administrative and collateral agent, which also serves as prepetition collateral agent and trustee for the primed BLTF bonds, agent for the bridge notes the facility repurchases, and trustee and collateral agent for Brightline East's 11.00% senior secured notes due 2030
• The note purchasers from time to time party to the purchase agreement, as DIP lenders, acting through the Required Purchasers (holders of more than 50% of undrawn commitments and outstanding notes). Assured Guaranty Inc. (AGI), which insures $1.13 billion of the prepetition BLTF bonds, holds a blocking position: so long as it holds any notes or undrawn commitments, the Required Purchasers must include AGI.
• $65 million of the commitments are designated "Voting Trigger Notes," which are deemed to vote as AGI directs so that AGI controls 50.1% of outstanding principal on every noteholder vote, except on amendments that require each affected holder's consent; the provision binds assignees and continues to apply after any default or insolvency proceeding of the borrower. If a holder fails to comply, or a court prevents AGI from exercising that control, AGI may buy the Voting Trigger Notes at principal plus accrued interest; where the buyout follows a holder's noncompliance, the price is reduced by the 8% commitment premium paid in kind on those notes, which the holder forfeits, but no reduction applies when the buyout rests solely on a court blocking AGI's control.
• AGI also holds a broader buyout right: on termination of the restructuring support agreement (RSA), any event of default, or a Chapter 11 filing by the borrower (other than one commenced under a restructuring support agreement consented to in writing by AGI and the Required MFG Parties, a mutual fund group consent threshold defined in the RSA term sheet), AGI may buy all or any portion of every other purchaser's notes, pro rata, for cash at their outstanding principal, including the commitment premium and other amounts paid in kind.
• The purchasers include members of an ad hoc mutual fund group of BLTF, Commuter and AAFOH bondholders, the Cleary ad hoc group, and the East noteholder group (holders of Brightline East's 11.00% senior secured notes due 2030).

DIP Commitments

• $257.7 million senior secured note facility, consisting of 10.0% senior secured notes due 2027 issued at 100% of principal, comprised of:
  • $190 million available upon entry of the interim order
  • The $67.7 million balance available following entry of the final order, subject to the conditions precedent in the note purchase agreement
• Proceeds first repurchase the prepetition bridge notes in full in cash on the closing date, exclusive of original issue discount and interest accrued on that portion, after which those notes are amended, restated and assigned to the purchasers and the bridge note purchase agreement terminates. The budget reflects a $104.2 million prepetition bridge paydown in week one, excluding 30% OID.
• The note purchase agreement provides that if the borrower later becomes a Chapter 11 debtor and the notes are rolled up, refinanced or exchanged into a postpetition facility, that roll-up must be offered ratably among all purchasers.

Use of Cash and Prepetition Collateral

• The interim order authorizes the debtors to use all cash in accordance with the note documents and the approved budget, subject to permitted variances.
• The interim order finds that, to the extent their consent is required, prepetition BLTF secured parties holding a majority in principal amount of the prepetition BLTF obligations have consented, or are deemed to have consented, to use of their collateral and to the priming of their liens, without prejudice to their right to seek additional adequate protection.
• Any proceeds of prepetition collateral that reach a prepetition BLTF secured party must be segregated, held in trust and turned over to the administrative agent; following delivery of a Carve Out Trigger Notice, those parties may not sweep or foreclose on the debtors' cash until the Carve Out escrow accounts are fully funded.
• While any DIP obligations or commitments remain outstanding, prepetition BLTF secured parties that are not note purchasers may not foreclose on or enforce remedies against the DIP collateral, including under their adequate protection liens, are deemed to consent to dispositions and lien releases the note documents permit, and may not take new perfection steps beyond those the order allows; any of them holding collateral does so as gratuitous bailee for the note secured parties.

Interest Rate

• Rate: 10.0% per annum, accruing daily and payable in kind in arrears
• Interest is capitalized and added to principal automatically on the 15th of each month and at maturity, computed on a 365- or 366-day year for days elapsed; accrued but uncapitalized interest comes due as part of the redemption price on any redemption.
• Default Rate Increase: 2.00%, applicable on demand to overdue principal, interest, fees and other amounts during an event of default

Fees

• Commitment Premium: 8.00% of the aggregate commitments, payable pro rata to the purchasers, earned and payable in kind by capitalizing into principal beginning the first business day after closing
• Backstop Premium: fully earned, non-refundable and non-avoidable upon entry of the interim order, payable at the times specified in the note documents on the terms of the backstop commitment letter
• Agent Fee: as set by the paying agent/administrative agent proposal dated Sept. 28, 2026
• All fees and premiums are non-refundable once earned. The interim order approves payment of the full range of facility fees and the lender professional fees, including those of advisors to the bond insurer (Milbank and Lazard), the mutual fund group (Herbert Smith Freehills Kramer and GLC Advisors), the agent and prepetition collateral agent (Morgan Lewis) and the Cleary ad hoc group (Cleary Gottlieb and Centerview), without retention or fee applications. Professionals submit summary invoices subject to a 10-calendar-day review period; invoices drawing no written objection are paid within five business days, and the undisputed portion of a contested invoice is paid promptly, with the court resolving the rest. Prepetition fees payable on or before closing, including the East adequate protection payments, bypass the review period, and all prepetition payments to the note secured parties and (subject to the challenge provisions) to the prepetition BLTF parties, the parent notes parties and the East noteholder group are approved in full and not subject to disgorgement.

Maturity

• The earliest to occur of:
  • Sept. 24, 2027
  • The outside date under the restructuring support agreement
  • The earlier of the effective date and substantial consummation of the BLTFH plan
  • Acceleration of the notes or termination of the commitments, including following an event of default
  • 45 days after entry of the interim order if the final order has not been entered by then
• If the maturity date falls on a non-business day, it rolls back to the immediately preceding business day. The notes are payable in full at maturity, with principal plus accrued interest, fees and premiums due on maturity or earlier acceleration.
• The borrower may redeem the notes in whole but not in part on three business days' notice, at principal plus accrued and unpaid interest, fees and premiums.
• Mandatory redemption is required at 100% of: net asset sale proceeds (within five business days of receipt); cash proceeds of any non-permitted debt incurrence, net of underwriting discounts, commissions and reasonable associated costs; extraordinary receipts (within five business days); and cash received from any affiliate obligor under an intercompany note. The notes are also subject to extraordinary mandatory redemption at par plus accrued interest, pro rata with other senior indebtedness under the collateral agency agreement, from net loss proceeds that exceed what is needed to restore the project or where the affected property cannot be restored to commercially feasible operation.
• A mandatory prepayment sub-account under the collateral agency agreement secures only the notes; on any transfer date on which deposits are required into the principal account for the senior secured bonds, at least one-twelfth of the notes' principal must be deposited there and applied to redeem the notes.
• No amendment may extend the maturity date beyond 365 days after the petition date without the consent of each affected purchaser.

Case Milestones

• Measured from the Sept. 24, 2026 petition date unless otherwise noted, and extendable by the Required Purchasers in their sole discretion:
  • Interim DIP order entered within four business days of the petition date
  • Final DIP order entered within 40 days of entry of the interim order
  • Disclosure statement, disclosure statement motion, solicitation materials and the BLTFH plan filed within 60 days
  • Disclosure statement order entered within 105 days
  • Solicitation commenced within three business days after entry of the disclosure statement order
  • Confirmation order entered within 45 days of the solicitation commencement date
  • Plan effective date within 14 days after entry of the confirmation order, which AGI may extend in its sole discretion to 315 days after the petition date and, with the consent of the Required MFG Parties (a mutual fund group consent threshold defined in the RSA term sheet), to no later than 365 days after the petition date
• Any breach of these note purchase agreement milestones is an immediate event of default with no cure period; failure to enter the final order within 40 days of the interim order is separately listed as an event of default, as is any unwaived failure of an RSA milestone or termination of the RSA.

Key Dates

• Petition date: Sept. 24, 2026
• Interim hearing held Sept. 29, 2026; the interim order was entered Oct. 1, 2026
• Amended and restated restructuring support agreement dated Sept. 29, 2026, among the borrower, BLTFH, AGI, the mutual fund group, the Cleary ad hoc group and the East noteholder group
• Objections to the DIP motion due Oct. 22, 2026 at 4 p.m. ET
• Final hearing: Oct. 29, 2026 at 10 a.m. ET

Carve Out

• Post-Trigger Notice Cap: $7.5 million for hourly estate professionals and hourly borrower professionals, for fees incurred after the first business day following delivery of a Carve Out Trigger Notice
• Chapter 7 Trustee Fee: $50,000
• The pre-trigger component covers U.S. Trustee and clerk fees with statutory interest plus all accrued and unpaid hourly professional fees of the borrower, the pledgor, the affiliate debtor guarantors and any statutory committee, whether or not budgeted.
• Aggregate Affiliate Cap: $5 million of facility proceeds may fund administration of the affiliate debtor guarantors' cases, subject to an Individual Affiliate Cap of $1.5 million per guarantor; both caps may be increased in writing by the Required Purchasers and both bind the portion of the Carve Out attributable to those entities. The same $5 million aggregate and $1.5 million individual limits cap note proceeds used for the affiliate restructuring transactions or otherwise on-lent to the affiliate guarantors.
• Segregated trust accounts fund the Carve Out:
  • A banker fee escrow, funded monthly by the third business day, beginning after the first full calendar month following the petition date, with the monthly fees of Houlihan Lokey and Perella Weinberg under their engagement letters, plus any transaction or success fee when earned pre-trigger; those fees are paid ahead of all other claims on that account but only after final court approval
  • Before any trigger, a weekly-funded account for hourly borrower and estate professional fees
  • A pre-trigger notice escrow, funded on the trigger date with unpaid U.S. Trustee and clerk fees and accrued hourly professional fees per estimates delivered within two business days, from all cash on hand and, to the extent of any shortfall, from intercompany loans the borrower is directed to make out of note proceeds
  • A post-trigger notice escrow, funded on the trigger date in the amount of the post-trigger cap from the same sources
• The escrow accounts sit outside the control of the agent, the purchasers and the prepetition BLTF secured parties, are not estate property, DIP collateral or prepetition collateral and are not subject to the DIP or adequate protection liens, with the note secured parties holding only a residual interest. Excess in one escrow flows to fund the others; a shortfall in funding the pre-trigger amount does not affect the Carve Out's priority, and nothing in the order caps what professionals may assert as administrative claims.
• The Carve Out is senior to all liens and claims against the borrower and the debtors, including the DIP obligations, the prepetition BLTF obligations and all adequate protection claims. Payments made before a trigger notice do not reduce the post-trigger cap; payments on or after the trigger date reduce the Carve Out dollar-for-dollar, and any funding of the Carve Out becomes part of the DIP obligations secured by the DIP collateral. A transaction fee earned after a trigger notice is funded first from the proceeds of the transaction that generated it, not from the post-trigger cap.

Use of Proceeds

• Repurchase the bridge notes in full on the closing date
• Pay general corporate expenses of the borrower, BLTFH and the affiliate guarantors, and up to $250,000 in aggregate of general corporate expenses of Florida East Coast Industries, LLC, Brightline Investment Holdings LLC and DTS DT Retail LLC
• Pay the costs of administering the Chapter 11 cases, including the debtors' reasonable professional fees
• Pay on the closing date the outstanding transaction expenses and professional fees of the mutual fund group, the Cleary ad hoc group, the East noteholder group (to the extent the RSA contemplates closing-date payment), AGI (with its later fees payable from time to time), the agent and collateral agent, and the bond trustees for the HoldCo, Commuter and senior secured bonds, plus mutual fund group expenses falling due after closing to the extent included in the approved funds flow
• Proceeds may not fund any purpose prohibited by the Bankruptcy Code or the DIP orders; litigation adverse to the agent or purchasers or any action that would ripen into an event of default; payments of principal, interest or fees under the existing credit documents other than permitted adequate protection; or any litigation settlement without the agent's consent at the Required Purchasers' direction.
• Spending is confined to the approved budget line items, subject to permitted variance, and all proceeds are applied per an approved funds flow memorandum. Additional note proceeds must be deposited into a segregated note proceeds account established on or before the additional notes issue date and held there until applied.

Investigation Budget and Prohibited Actions

• Facility proceeds, DIP collateral, prepetition BLTF collateral and the Carve Out may not be used to investigate or prosecute claims against the note secured parties, the prepetition BLTF secured parties or the Commuter and HoldCo bond secured parties; to challenge the amount, validity, perfection or priority of any of those obligations or liens, including any claim relating to the allocation of value between encumbered and unencumbered assets; to interfere with enforcement; to seek to subordinate, recharacterize or avoid any of those obligations; to seek liens or claims senior to or pari passu with the DIP liens, adequate protection liens or 507(b) claims; or to pay prepetition claims outside the budget and the order.
• Investigation allowance: any statutory committee and a Chapter 7 or Chapter 11 trustee may use up to $75,000 in the aggregate to investigate, but not prosecute, the claims and liens of the prepetition collateral agent and the prepetition BLTF and affiliate secured parties, in each case at the entity for which it was appointed.

Securities and Priorities

• The DIP obligations constitute allowed superpriority administrative expense claims against the debtor note parties on a joint and several basis under section 364(c)(1), senior to all claims of the kind specified in sections 503(b) and 507(b) and to claims under sections 105, 328, 330, 331, 506(c) (on entry of the final order), 507(a) other than 507(a)(1), 1113 and 1114, and junior only to the Carve Out. Each affiliate debtor guarantor's guaranty of its allocated portion carries superpriority status in its own case, superior to all other claims there subject to the Carve Out.
• The DIP liens are automatically perfected on entry of the interim order without any filing, recordation or possession, and consist of:
  • Section 364(c)(2) first-priority liens, granted to the agent for the note secured parties, on all pledged collateral of the DIP pledgor not subject to valid, perfected, non-avoidable prepetition liens, and, on entry of a final order so providing, on avoidance action proceeds
  • Section 364(d)(1) priming liens, granted to the agent for the note secured parties, on the pledgor's pledged collateral, senior in all respects to the prepetition BLTF liens and to any adequate protection liens on that collateral, and not subordinate to any lien avoided and preserved under section 551
  • Section 364(c)(2) first-priority liens on all unencumbered prepetition and postpetition property of each affiliate debtor guarantor, and section 364(c)(3) junior liens on its encumbered property, in each case capped at that guarantor's allocated portion, granted to the borrower as security for the guarantees
• The DIP liens may not be subordinated to or made pari passu with any avoided-and-preserved lien, any postpetition lien including liens in favor of any governmental unit, or any intercompany lien. A debtor that is neither a note party nor an affiliate debtor guarantor may still grant liens on its own assets.
• Avoidance actions themselves are excluded from the DIP collateral and from the superpriority claims; their proceeds are included only upon entry of a final order that so provides.
• Carved out from the collateral package: the debt service accounts holding interest reserves for Brightline East's 11.00% senior secured notes due 2030 are not DIP collateral or affiliate debtor collateral, no DIP or adequate protection claim other than the parent notes parties' is payable from them, and the funds may be used only for distribution to the parent noteholders and may not be swept, frozen, set off or foreclosed upon by anyone else; all parties' rights to seek or oppose that treatment are reserved if the RSA is terminated as to the East noteholder group. No Commuter or HoldCo non-debtor affiliate is required to grant any lien, and no lien granted under the order attaches to their assets.
• Any person receiving DIP collateral or its proceeds before the DIP obligations are paid in full holds them in trust for the note secured parties and must turn them over to the agent.

Prepetition Capital Structure

• The prepetition BLTF obligations totaled not less than $2,413,137,143 as of the petition date, plus accrued interest, fees and expenses, secured by the prepetition BLTF liens being primed. Those obligations arise under:
  • $2.22 billion of Florida Development Finance Corporation revenue bonds, Series 2024 (tax-exempt), lent to the borrower under a senior loan agreement dated May 9, 2024, of which $1.13 billion in aggregate principal is insured by AGI
  • A revolving credit facility of up to $45 million with Citizens Bank, N.A. as agent
  • 7.50% senior secured notes due Sept. 9, 2026 issued under the May 21, 2026 bridge note purchase agreement, as amended three times prepetition
• Separately, Brightline East issued $1.325 billion of 11.00% senior secured notes due 2030 and owed not less than $1,118,805,000 in principal as of the petition date, plus accrued interest, premiums, fees and other amounts, secured by liens on substantially all of its personal property, including four debt service accounts holding interest reserves and its equity in the DIP pledgor.
• Outside the debtor group, the Florida Development Finance Corporation also issued the Commuter bonds (Series 2025B, $985 million per the note purchase agreement), lent to Brightline Florida Holdings LLC and guaranteed by commuter affiliates including BRWD Commuter LLC and PBC Commuter LLC, and the HoldCo bonds ($925 million and $285.7 million tax-exempt issues), lent to AAF Operations Holdings LLC and guaranteed by Brightline Tampa LLC; each is secured by substantially all assets of its non-debtor obligors, with UMB Bank, N.A. as successor trustee, and the DIP orders bar any DIP or adequate protection lien on those entities' assets and any use of DIP proceeds to challenge those bonds.

Credit Bid

• The administrative agent, or any assignee or designee acting at the Required Purchasers' direction, may credit bid up to the full amount of the obligations arising under the senior secured notes — capped at each affiliate debtor guarantor's allocated portion — in any sale or disposition of the debtors' assets under section 363, a plan of reorganization or liquidation, or a Chapter 7 disposition under section 725, subject to section 363(k), and is automatically deemed a qualified bidder.
• Subject to the challenge provisions, the prepetition collateral agent, acting at the direction of the requisite prepetition BLTF secured parties and in accordance with the collateral agency agreement, has the same unqualified right to credit bid up to the full amount of the prepetition BLTF obligations in any disposition of the pledgor's pledged collateral and is likewise deemed a qualified bidder; any such bid is made ratably for all prepetition BLTF secured parties, with proceeds or acquired assets distributed per their entitlements under the collateral agency agreement.
• Both agents may assign, sell or otherwise dispose of their credit bid rights to any acquisition entity or joint venture formed for the bid.

Adequate Protection

Prepetition BLTF Secured Parties

• Replacement liens to the prepetition collateral agent on all DIP collateral of the DIP pledgor for any diminution in value, junior to the Carve Out and then the DIP liens, with liens on avoidance proceeds granted only upon entry of a final order that so provides
• Section 507(b) superpriority administrative expense claims against the DIP pledgor to the extent the replacement liens prove insufficient, payable from all DIP collateral of the pledgor and its proceeds, excluding avoidance actions but including avoidance proceeds upon a final order so providing, junior to the Carve Out and the DIP superpriority claims
• Current cash payment of all bond insurance premiums to Assured Guaranty as they arise under the bond insurance documents
• Current cash payment of all postpetition interest on the BLTF bonds accruing from the petition date, calculated at the non-default rates and payable on the dates the bond documents already require
• Current cash payment of all postpetition interest on the Citizens loans accruing from the petition date, on the same dates and terms the Citizens credit documents already require
• Continued reporting under the prepetition BLTF documents, in addition to the reporting required by the note documents, including to the Cleary ad hoc group's advisors

Prepetition Affiliate Secured Parties

• Replacement liens to each prepetition affiliate agent on the applicable prepetition affiliate collateral for any diminution in value, subordinate to the Carve Out
• Section 507(b) superpriority claims against the applicable affiliate debtor guarantors to the extent those liens are insufficient, payable from the applicable prepetition affiliate collateral and its proceeds, excluding avoidance actions and including avoidance proceeds only on entry of a final order so providing, and junior to the Carve Out and the DIP superpriority claims

East Noteholder Group and Fee Payments

• Current cash payment, or payment otherwise in accordance with the RSA, of all reasonable and documented prepetition and postpetition fees and out-of-pocket expenses of the advisors to the bond insurer (Milbank and Lazard), the mutual fund group (Herbert Smith Freehills Kramer and GLC Advisors), the bond trustee and prepetition collateral agent (Morgan Lewis), the Citizens secured parties (Haynes and Boone), the Cleary ad hoc group (Cleary Gottlieb and Centerview) and the East noteholder group (Davis Polk and Evercore), without fee applications

CK Opportunities Fund I, L.P.

• CK Opportunities receives the budget, informational budget and budget variance reporting delivered under the note purchase agreement, plus prompt notice of any breach of or default under the RSA or the DIP orders by any company party

Events of Default and Remedies

• Beyond payment defaults (principal when due; interest and other amounts after three business days) and covenant defaults (immediate for the milestone, use-of-proceeds, intercompany note, notice and negative covenants; five business days for budget deliverables; 30 days otherwise), the events of default include:
  • A bankruptcy or insolvency event at the borrower itself, which automatically terminates the commitments and accelerates the notes
  • A change of control, including BLTFH ceasing to own 100% of the borrower directly or anyone other than Fortress-affiliated permitted investors acquiring more than 50% of the voting power of the borrower or BLTFH
  • Failure to enter the final order within 40 days of the interim order, or any amendment, reversal, vacatur or modification of either order without the Required Purchasers' consent
  • Failure to satisfy or waive any RSA milestone, except where caused by another party's own breach, or termination of the RSA
  • Withdrawal or termination of the BLTFH plan, or its amendment without the Required Purchasers' consent
  • Dismissal, suspension or conversion of any case to Chapter 7, or the emergence of any claim or lien senior to or pari passu with the agent's and purchasers' claims and liens other than the Carve Out
  • A debtor motion, without the Required Purchasers' consent, for section 364(d) financing from another lender or to use the purchasers' cash collateral, or an order terminating or modifying plan exclusivity without that consent
  • Appointment of a trustee under section 1104 or an examiner with enlarged powers, though appointment of a railroad trustee under section 1163 is expressly permitted and does not trigger a default
  • Any obligor's attempt to surcharge the collateral under section 506(c) or to impair the agent's or purchasers' liens
  • Cross-defaults on other indebtedness exceeding $10 million in any individual transaction, and non-appealable final judgments aggregating more than $10 million (adjusted annually for CPI) that remain unsatisfied and unstayed for 60 days
  • A license failure that produces an injunction or order halting passenger rail service to Orlando for 90 days
• On an unwaived event of default, the agent at the Required Purchasers' direction may deliver a Termination Notice on not less than five business days' notice (extendable with the Required Purchasers' consent) to the debtors' lead restructuring counsel, counsel to each prepetition BLTF secured party, counsel to any statutory committee and the U.S. Trustee. The stay is modified so that, unless the court orders otherwise, the agent may terminate the debtors' right to use facility proceeds (subject to the Carve Out), terminate the facility as to future obligations without affecting existing DIP obligations or liens, accelerate, terminate remaining commitments and charge default interest; consent to use proceeds and the ability to incur further DIP obligations terminate automatically when the notice period expires. Once the period expires, the stay terminates as to the agent, which may, subject to the Carve Out, foreclose on the DIP collateral, freeze cash in the debtors' accounts and set off account balances without further court order unless a party has obtained an order preventing it. The debtors must docket the notice within one business day of receipt.
• During the five-business-day notice period, the debtors may not request further draws but may continue using proceeds to pay expenses reasonably necessary to keep the business operating under the approved budget, and may continue using proceeds during or after the period to fund the Carve Out escrow accounts. The debtors, any party in interest, any committee and the U.S. Trustee may seek an emergency remedies hearing within the period, including to contest whether a default exists; if the court sets the hearing for a later date, the notice period extends automatically until the hearing concludes and the court rules.
• The note secured parties and the prepetition BLTF secured parties are stayed from enforcing any rights or remedies under the interim order until the agent delivers a Carve Out Trigger Notice and complies with its obligations in connection with that notice.

Estate Stipulations, Release and Challenge Period

• The DIP pledgor stipulates that the prepetition BLTF obligations total not less than $2,413,137,143, secured by the prepetition BLTF liens, and Brightline East stipulates that it owes not less than $1,118,805,000 on the parent notes without defense or offset; both stipulate that those obligations are not subject to contest, avoidance, recharacterization, subordination or any other challenge, that no prepetition BLTF secured party controls or is an insider of the borrower or any debtor, and that the borrower holds no claims against those parties. Subject to the challenge period, the order makes parallel findings that the obligations are unchallengeable, that those parties do not control any debtor and that no claims held by the debtors or their estates exist against them.
• Effective on entry of the interim order, each debtor, each estate (subject to the challenge provisions) and the borrower release the senior secured note secured parties, Deutsche Bank National Trust Company in its capacities as administrative agent, prepetition collateral agent and bond trustee, and each of their representatives from all claims arising out of or related to the facility, the note documents and their negotiation. The release carves out a note party's obligation to perform under the note documents and any liability a court determines resulted from bad faith, fraud, gross negligence or willful misconduct. A parallel release of the secured parties runs from the borrower under the note purchase agreement.
• Those stipulations and releases bind all parties in interest unless a party with standing files a challenge by the later of the applicable deadlines:
  • 60 calendar days after appointment of a creditors' committee
  • 75 calendar days after entry of the interim order, for all other parties in interest
  • For a Chapter 7 or Chapter 11 trustee appointed before the challenge period ends, the later of 75 calendar days after entry of the interim order or 30 calendar days after its appointment
  • Any later date agreed in writing by the agent at the Required Purchasers' direction, or ordered by the court for cause on a motion filed within the applicable period
• Each of those periods may also be shortened for cause. A standing motion filed before the period expires, with the proposed challenge attached, extends the period for that party until two business days after the court approves standing. Challenges not specified with particularity before the period lapses are forever waived. A trustee appointed or elected in these cases is treated as a party other than the debtors and is not bound by the debtors' admissions for purposes of a challenge proceeding. On a successful challenge the court may fashion an appropriate remedy; absent one, the prepetition liens are deemed valid, perfected and unavoidable as of the petition date and all challenges are barred. Nothing in the order confers standing on any party to pursue estate claims, and a standing ruling, if appealed, does not delay plan confirmation.

Waivers

• The waivers take effect as follows:
  • Section 506(c): except to the extent of the Carve Out, no administration costs of these cases or any successor case may be charged against the DIP collateral, including cash collateral, without the agent's prior written consent, which cannot be implied from inaction; the same protection extends to the prepetition BLTF secured parties with respect to the prepetition collateral upon entry of the final order
  • Section 552(b): the "equities of the case" exception does not apply to the note secured parties or the prepetition BLTF secured parties; the decretal paragraph states this without condition, while the order's findings make the prepetition BLTF parties' 552(b) protection subject to a final order
  • Marshaling: subject to entry of a final order, the doctrine and similar doctrines do not apply to the DIP collateral for the benefit of any party other than the note secured parties, or to the prepetition BLTF collateral for the benefit of any party other than the prepetition BLTF secured parties
• Neither the note secured parties nor the prepetition BLTF secured parties are required to file proofs of claim; the debtors' stipulations in the order constitute timely proofs of claim for the prepetition BLTF obligations, and the prepetition collateral agent, bond trustee and Citizens agent may file master proofs of claim in the pledgor's case for administrative convenience without affecting any party's separate right to vote on a plan.

Budget and Permitted Variance

• The initial 13-week budget attached to the interim order runs from the week ended Oct. 2, 2026 through Dec. 25, 2026 and projects $57.8 million of total receipts against $120.7 million of operating disbursements, for negative net operating cash flow of $62.9 million, plus $71.4 million of non-operating disbursements, consisting of $70.5 million of restructuring advisor fees, including lenders', and $858,000 of prepetition revolver and bridge interest, for a $134.3 million net cash outflow over the period. Book cash rises from $3.8 million at the start of the budget to $24.3 million after the $190 million interim draw and the $104.2 million bridge paydown in week one, peaks at $56.1 million in the week ended Oct. 30 on the $67.7 million final-order draw, and declines to $23 million by Dec. 25, with a low of $8.4 million in the week ended Oct. 23 before the second draw arrives. Cash balances exclude a reserve for withholding obligations.
• The company must deliver an updated 13-week forecast every fourth Friday by 6 p.m. New York time, beginning the fourth full week after the petition date; each proposed budget requires approval of both the Required Purchasers and the Required MFG Parties (the mutual fund group consent threshold under the RSA term sheet) and is deemed approved five days after delivery unless either objects in writing, in which case the parties work in good faith to reconcile it and the prior budget remains in effect. An informational-only 13-week forecast is due every second Friday after each proposed budget.
• Permitted Variance, tested every second Friday on the trailing four weeks (two weeks for the first test), with the test period extending back to the last approved budget until a new one supersedes it:
  • Actual total receipts not less than 85% of projected total receipts
  • Actual total disbursements, excluding purchaser professional fee disbursements, not more than 115% of projection
  • Company professional fee disbursements not more than 115% of projection
• A variance breach ripens into a default only after a three-business-day consultation period with the company followed by written notice from the agent at the Required Purchasers' direction, or from the Required Purchasers, declaring the variance an event of default. A budget variance report with a detailed written explanation of all material variances accompanies each test date, and updates to the approved budget require no further court approval.

Other Covenants and Information Rights

• The borrower must offer weekly calls with its chief financial officer to the Required Purchasers, AGI and the purchasers in the mutual fund group, the Cleary ad hoc group and the East noteholder group, and must deliver to their advisors biweekly operating reports (ridership, average fares and other key performance indicators) and a biweekly summary update on the strategic alternatives process, plus monthly ridership and revenue reports by the 20th and quarterly financials within 30 days of quarter-end.
• The borrower must remain a special purpose entity, may not form subsidiaries or enter new joint ventures, may incur debt, liens and restricted payments only within permitted baskets or as the budget contemplates, and may not support a non-RSA restructuring proposal without the Required Purchasers' consent unless the notes are paid in full.
• While the RSA remains in effect, any matter requiring the Required Purchasers' consent also requires the Required MFG Parties' consent where the RSA so provides. Amendments to the note documents need no further court approval unless they shorten maturity, increase commitments, raise interest or fees, add events of default or release DIP liens, and no amendment may alter pro rata allocation among purchasers without each affected purchaser's consent.