FIHPNP - Chapter 11 RSA Terms

Plan / RSA Terms

Overview

• Brightline Trains Florida LLC (OpCo) and its affiliated company parties entered into the restructuring support agreement on Sept. 24, 2026, with Assured Guaranty Inc. and the signing members of the Mutual Fund Group, an ad hoc group of OpCo, parent and commuter bondholders whose signatories are referred to as the MFG Parties. The agreement was signed before FIHPNP LLC and its debtor affiliates filed Chapter 11 in the District of New Jersey the same day, and it was filed with the court on Sept. 26, 2026.
• OpCo itself is not among the debtors the RSA names. The debtors include its direct parent BLTF Holdings LLC (BLTFH), Brightline East LLC, BL Florida LLC, BLH Investment LLC, Brightline Holdings LLC, Brightline Investment Holdings LLC and other Florida holding and development entities, while the commuter and HoldCo bond entities must stay out of bankruptcy.
• The bonds at issue, all issued through the Florida Development Finance Corporation, are OpCo's $2.22 billion Series 2024 tax-exempt bonds, of which $1.13 billion is insured by Assured; AAF Operations Holdings LLC's $925 million Series 2024 and $285.7 million Series 2024A HoldCo bonds; and Brightline Florida Holdings LLC's $985 million Series 2025B commuter bonds.
• The RSA suspends an earlier restructuring support agreement between the company and Assured dated Aug. 19, 2026, which is held in abeyance while the new RSA is in effect and, unless Assured and the company agree otherwise, automatically springs back into effect in its entirety, without further action, if the new RSA terminates for any reason. Assured and the company agreed to work in good faith on any milestone or other modifications the passage of time makes necessary, and no party is liable under the earlier agreement for actions taken or omitted while it was suspended.
• The agreement became effective only upon delivery of signature pages by each Company Party; by Assured, as deemed beneficial owner of at least 50.1% of the OpCo Bonds and sole beneficial holder of the bridge notes issued under OpCo's May 21, 2026 note purchase agreement; by the MFG Parties; and by supporting holders beneficially owning at least 59.4% of the uninsured OpCo Bonds, 29.6% of the insured OpCo Bonds, 100% of the bridge notes, at least 69.2% of the HoldCo Bonds and at least 88.8% of the Commuter Bonds.
• A third constituency may still join: members of an ad hoc group of OpCo bondholders represented by Cleary Gottlieb Steen & Hamilton become parties only if they sign with the written consent of the Company Parties and the required supporting holders and participate in the restructuring; until then, every right and obligation running to the Cleary group has no force or effect.
• Certain MFG Parties, identified on a schedule kept on file with the company and not publicly filed, participate as forbearance-only creditors: they agree to forbear on the OpCo Bonds and to place all their OpCo Bonds under the deferred interest treatment, but have not committed any financing or other new capital.

Restructuring Transactions

• The restructuring comprises three separate packages: the OpCo recapitalization transactions, the separation transactions, and the affiliate restructuring transactions. The first two are conditioned on each other and must close simultaneously; neither is conditioned on any step of the affiliate restructuring transactions.
• The BLTFH plan may be a joint plan with other debtors or, at the election of the required supporting holders, a 363 sale of the equity in OpCo; its effective date is not conditioned on confirmation or effectiveness of any affiliate debtor plan or on the affiliate restructuring transactions.
• A deferral shortfall is the interest payable to holders of insured OpCo Bonds from the term sheet date through Jan. 1, 2028 that is neither deferred by the beneficial owner nor paid by OpCo from cash on hand. The deferral shortfall financing amount, the portion paid with incremental pari passu and junior exit notes, may not exceed 50% of the shortfall. Incremental junior exit notes may also fund the aggregate deferral fee if the required MFG Parties so elect and the MFG Lenders have committed to fund it.
• Senior OpCo debt means the OpCo Bonds (including deferred interest), the Citizens facility or its replacement, and the pari passu OpCo exit notes. Under the Citizens treatment, the parties will use commercially reasonable efforts to extend the term of the $45 million Citizens Bank facility on terms acceptable to the required supporting holders.
• The OpCo recapitalization transactions consist of:
  • Assured funding $46 million of additional prepetition OpCo bridge notes, exclusive of original issue discount, one business day before the petition date, on top of the existing prepetition bridge notes.
  • Commencement of the Chapter 11 cases in the District of New Jersey.
  • Funding of the $257.7 million Senior Secured Brightline Facility by Assured, the MFG Lenders (the MFG Parties that have committed to the exit notes) and, if applicable, additional consenting OpCo bondholders (OpCo bondholders other than Assured and the MFG Parties that become RSA parties), severally and not jointly, to renew and refinance the bridge notes, fund OpCo's general corporate purposes, fund the BLTFH Chapter 11 case, and fund up to $5 million for the other debtors' cases and the corporate expenses of certain non-debtor affiliates.
  • Agreement by the supporting holders and any other interest deferring bondholders, prior to Jan. 1, 2027, to the deferred interest treatment.
  • On the BLTFH plan effective date: issuance by OpCo of $140 million of pari passu OpCo exit notes and $350 million of junior exit notes, with the junior notes not taken by additional consenting OpCo bondholders or by holders of Brightline East LLC's 11.00% senior secured notes due 2030 (the BLE bondholders) purchased by the MFG Lenders; renewal and refinancing of the Senior Secured Brightline Facility from a portion of the exit note proceeds; contribution of the equity in OpCo to New HoldCo, subject to the New HoldCo pledge; distribution of 95% of the New HoldCo equity to the purchasers of the junior exit notes and reservation of the remaining 5% for the junior stakeholder consideration, both subject to dilution by the management incentive plan; survival of the OpCo Bonds, HoldCo Bonds and Commuter Bonds as outstanding obligations; simultaneous consummation of the separation transactions; and the Citizens treatment for the Citizens facility.
  • If a deferral shortfall arises, Assured purchases or wraps incremental pari passu OpCo exit notes funding up to one-third of the deferral shortfall financing amount, conditioned on the MFG Lenders or other purchasers simultaneously buying incremental junior exit notes funding the other two-thirds.
• The separation transactions detach the commuter entities and the HoldCo entities from the larger Brightline corporate structure, including amendments to the existing OpCo-commuter and OpCo-HoldCo contracts. Rights under those intercompany contracts remain in place subject to modifications to be agreed between the Company Parties and the required supporting holders, but claims under them for accrued monetary obligations for past services are released; the structure must leave the Commuter Bonds and HoldCo Bonds outstanding as tax-exempt securities, though neither that status nor any related opinion is a condition precedent to the OpCo recapitalization; and none of the commuter or HoldCo borrowers or entities may file for bankruptcy. The commuter bondholders and the Commuter Bond Trustee retain their rights with respect to the second-lien pledge of equity in BL West Intermediate Holdings LLC by BL West Holdings LLC.
• The affiliate restructuring transactions, to be implemented through one or more affiliate debtor plans, provide that upon consummation of the applicable plan:
  • The BLE bondholders receive 100% of the cash in the BL East interest reserve accounts and at least 50% of the junior stakeholder consideration.
  • The BL Florida LLC term loan lenders receive the 40.7409% interest in LV TOD Property Holdings LLC owned by BL Florida plus a portion of the junior stakeholder consideration to be agreed between the Company Parties and the required supporting holders.
  • The Brightline Holdings LLC lenders receive 100% of the equity of Brightline Holdings LLC's pledged subsidiaries plus a portion of the junior stakeholder consideration to be agreed.
  • The BLH Investment LLC lenders retain the first lien pledge of equity in BL West Intermediate Holdings LLC by BL West Holdings LLC and receive a portion of the junior stakeholder consideration to be agreed on account of the preferred equity in AAF Operations Holdings LLC.
  • The Brightline Investment Holdings LLC lenders receive 100% of the equity in DTS DT Retail LLC and the real estate it owns, subject to waterfall and subordination terms governing the two loan tranches.
  • Creditors and shareholders of the affiliate debtor DIP guarantors, meaning any debtor other than BLTFH that receives facility proceeds, receive the treatment to which they are entitled under the Bankruptcy Code.
• The Brightline West project, the high-speed passenger rail system intended to connect Las Vegas and Southern California pursued by BL Train Holdings West LLC and its subsidiaries, sits outside the deal entirely: those entities are carved out of the definition of "Affiliate," are not parties, and no signatory commits to act or refrain from acting on their bonds, other obligations, equity interests or warrants. The restructuring will not modify their contractual obligations, and no parent commits them to any action.

Milestones

• The milestones may be extended or waived in writing by Assured, with email sufficient:
  • Petition date no later than Sept. 24, 2026, which was met when the cases were filed that day.
  • First day pleadings, including the motion for the interim DIP order, within one business day of the petition date.
  • Interim DIP order entered within four business days of the petition date; final DIP order within 40 days of entry of the interim order.
  • Disclosure statement, disclosure statement motion, solicitation materials and plan filed within 60 days of the petition date; disclosure statement order entered within 105 days of the petition date.
  • Solicitation commenced within three business days after entry of the disclosure statement order, and the confirmation order entered within 45 days of that solicitation commencement date.
  • Plan effective date, with the OpCo recapitalization and separation transactions consummated, within 14 days after entry of the confirmation order.
• Assured may extend the consummation date in its sole discretion up to 315 days from the petition date and, with the consent of the required MFG Parties, to a later date, but in no event beyond 365 days after the petition date, which the RSA fixes as the outside date. A milestone falling on a weekend or legal holiday rolls to the next business day; a milestone tied to a hearing date is subject to the court's availability but cannot be extended more than two business days without Assured's consent, not to be unreasonably withheld, conditioned or delayed.
• Failure to meet a milestone that has not been waived or extended is a termination event for Assured, unless Assured's own breach caused it. The required MFG Parties hold no milestone termination right; their protection, shared with the Cleary group if it joins, is a termination event if the court has not entered a final order confirming the plan by the outside date.

Supporting Holder Commitments

• Each supporting holder agrees to use commercially reasonable efforts to support and vote in favor of the restructuring; to provide consents and give notices, orders, instructions or directions to the OpCo Bond Trustee and to trustees or agents under other Company Party financings as needed to consummate the transactions; to negotiate and execute the definitive documents and the Senior Secured Brightline Facility in good faith; to negotiate alternative provisions in good faith if a legal, financial or structural impediment arises, without affecting its own economics or other material terms; and to support any debtor objection to a third-party motion seeking a trustee or an examiner with expanded powers, conversion to Chapter 7, or dismissal.
• In the Chapter 11 cases, each supporting holder must timely vote its claims to accept the plan, not opt out of (or affirmatively opt into) the plan releases, not change or withdraw that vote or election, refrain from filing anything inconsistent with the RSA, and refrain from soliciting, supporting or participating in any non-RSA restructuring proposal.
• Negative covenants bar each supporting holder from taking any action inconsistent with the RSA or likely to delay the restructuring; from taking, or directing any trustee or agent to take, enforcement or collection action on its claims to the extent materially inconsistent with the agreement; from initiating litigation against the Company Parties or other parties except to enforce the agreement or a definitive document; and from interfering with the Company Parties' ownership and possession of their assets or with the automatic stay.
• Those commitments are bounded: nothing impairs a supporting holder's right to appear as a party in interest on positions materially consistent with the RSA, to trade its claims subject to the transfer restrictions, to consult with other parties including any official committee and the U.S. Trustee, to defend against challenges to the validity, perfection or priority of its own claims or liens, to take action to preserve collateral, or to enforce rights under the definitive documents; and no supporting holder must incur financial liability beyond what the agreement describes or act in breach of law, a court or regulatory order, or a confidentiality agreement.

Forbearance

• During the agreement effective period each supporting holder forbears from exercising rights and remedies, including setoff, under the OpCo, Commuter and HoldCo bond documents with respect to breaches, defaults and events of default known to it as of the agreement effective date, and the RSA itself constitutes a direction to each of the OpCo, Commuter and HoldCo bond trustees and collateral agents to refrain from exercising remedies against any Company Party or its assets on account of those covered defaults, except as needed to effectuate the restructuring. Upon consummation, all such breaches and defaults under the OpCo bond documents are deemed waived; short of that, rights and remedies are expressly reserved and exercisable after the termination date.
• The forbearance carries one carve-out with teeth: if the court grants stay relief allowing a person other than an MFG Party, or a person directed by one, to foreclose on the equity or membership interests of Brightline Florida Holdings LLC or AAF Operations Holdings LLC, or to exercise a proxy or similar control over those voting rights, the forbearance does not apply to the corresponding remedies of the required MFG Parties or the relevant trustee or collateral agents against those same interests or those of their direct or indirect subsidiaries. The MFG Parties may not, however, take or direct actions that would affect the OpCo recapitalization transactions contrary to the RSA, and the costs of a Company Party's opposition to such a stay-relief motion are funded by the supporting holders under the commuter and HoldCo expense provision.

Financing Commitments

• Assured, the MFG Parties other than the forbearance-only creditors, and the Cleary group if it joins are the financing parties, committed to fund the incremental prepetition bridge notes, the senior secured notes, the pari passu OpCo exit notes and the junior exit notes on the terms of the restructuring term sheet. Separately, and conditioned on the MFG Lenders or other purchasers simultaneously buying incremental junior exit notes equal to two-thirds of a deferral shortfall financing amount, Assured committed to purchase or wrap incremental pari passu OpCo exit notes equal to up to one-third of that amount, whether on or after the plan effective date.
• A financing party may assign its commitment in whole or in part to affiliates and affiliated funds, to funds, accounts or vehicles it or its affiliates manage, advise or sub-advise, and to any other person the required supporting holders and Company Parties approve in writing, and may allocate fees among its affiliates as they agree; it remains liable for the performance of any person it employs, and no delegation relieves it if the affiliate fails to fund when required.
• A financing party's failure to fund is a termination event on both sides: for Assured if an MFG Party financing party fails and the gap is not cured or assumed by another financing party within three business days, and for the Company Parties if any financing party fails and the gap is not closed within one business day.

Voting Mechanics for Insured OpCo Bonds

• Under Section 14.5 of the OpCo bond indenture and so long as no bond insurer default has occurred and is continuing, Assured is deemed the sole owner of the insured OpCo Bonds during the agreement effective period for purposes of voting, consenting, directing and, in an insolvency proceeding, directing all matters, including the exclusive right to vote the insured OpCo bond claims on any plan, qualifying modification, exchange or restructuring. Any consent required from OpCo bondholders in respect of insured bonds, and any direction to the OpCo Bond Trustee or collateral agent on those bonds, comes from Assured alone.
• The one carve-out runs to the economics of deferral: beneficial holders of insured OpCo Bonds, not Assured, hold the sole right to elect interest deferring bondholder status and to receive the deferral fee.

Deferred Interest Treatment

• Every OpCo bondholder is offered the deferred interest treatment, under which the beneficial holder voluntarily defers the interest otherwise payable on the OpCo Bonds between the date of the term sheet and Jan. 30, 2028, covering three coupon payments, with repayment of that deferred interest due on or before Jan. 1, 2031. No interest accrues on deferred interest, so there is no compounding.
• All supporting holders are interest deferring bondholders, and all non-Assured supporting holders who beneficially hold OpCo Bonds, including the MFG Parties and additional consenting OpCo bondholders, fall into that category; any other OpCo bondholder may elect in.
• In consideration, an interest deferring bondholder receives a cash deferral fee on the first date interest would otherwise have been payable, equal to 1.0% of principal for OpCo Bonds bearing 5.0% interest, 1.1% for bonds bearing 5.25%, and 1.2% for bonds bearing 5.5%.
• For an interest deferring bondholder holding insured OpCo Bonds, the election operates as a consent to waive amounts due under the Assured policy solely in respect of the deferred interest, in exchange for a new Assured policy guaranteeing repayment of those amounts on or before Jan. 1, 2031. Assured insures payment of deferred interest for those holders in accordance with the new payment schedule.
• No deferred interest or PIK interest on senior OpCo debt counts toward senior OpCo debt for voting purposes.

Additional Prepetition OpCo Bridge Notes

• Issuer: OpCo. Lender: Assured.
• Amount: up to $46 million, exclusive of original issue discount, funded one business day before the petition date, on top of $83.1 million aggregate principal amount ($58.2 million exclusive of OID) of existing prepetition notes issued under the bridge note purchase agreement before Sept. 1, 2026.
• Collateral: pari passu lien on all collateral securing the OpCo Bonds.
• Rate: 7.5% payable-in-kind, compounded monthly.
• Maturity: the earliest of four weeks (or such later date as Assured agrees), the BLTFH plan effective date, and the date the senior secured notes are issued.
• Original issue discount: 30% on each draw, waived, together with accrued interest on the corresponding portion of principal, once all bridge notes are rolled up into or renewed and refinanced by the Senior Secured Brightline Facility.
• Conditions: all Assured commitments terminate automatically and amounts already extended become immediately due and payable if the RSA is terminated, ceases to be in full force and effect, or an event occurs that with notice or lapse of time would give Assured a termination right; before funding, the Company Parties must deliver a use-of-proceeds budget acceptable to Assured.
• Use of proceeds: OpCo general corporate purposes and payment of the company's outstanding professional fees per the approved flow of funds. Without Assured's prior written consent, proceeds may not fund success or similar transaction fees to any financial advisor or investment banker, including those retained by the Company Parties, which are instead paid on consummation of the restructuring. Reporting obligations under the existing bridge note documents carry over, with reports also going to the MFG Parties; all other terms match the existing bridge notes.

Senior Secured Brightline Facility

• Size: $257.7 million of senior secured notes issued by OpCo, guaranteed by each debtor or non-debtor affiliate that receives facility proceeds (no commuter or HoldCo bond entity may do so) up to its allocated portion, meaning the cash it receives directly or indirectly from note proceeds plus attributable interest, fees and collection costs, with BLTFH pledging and granting liens over the pledged collateral under its May 9, 2024 pledge agreement with Deutsche Bank National Trust Company.
• Purchasers: Assured, the MFG Lenders and, if applicable, additional consenting OpCo bondholders, ratably per the commitment schedule filed with the Company Parties; an additional consenting bondholder's failure to purchase its ratable portion does not give rise to an RSA termination right, and Assured backstops any amount that holder does not take.
• Collateral: pari passu lien on all collateral securing the OpCo Bonds. The term sheet states that, as set forth in the interim DIP order (attached but omitted from the filing), the purchasers will have direct senior superpriority administrative expense claims against the affiliate debtor DIP guarantors in their respective cases to the extent of each guarantor's allocated portion, and OpCo will have a senior priming lien securing that allocated portion.
• Maturity: the earlier of one year from the petition date, or such later date as the required supporting holders agree, and the BLTFH plan effective date.
• Rate: 10.0% payable-in-kind, compounded monthly. Fee: 8.0% upfront, payable-in-kind.
• Buyout right: Assured holds an irrevocable right to purchase all or any portion of the notes funded by the MFG Lenders, additional consenting OpCo bondholders, any other party or their transferees, at par plus accrued interest, upon termination of the RSA, an event of default under the senior secured note documents, or the commencement of Chapter 11 proceedings for OpCo other than under a restructuring support agreement consented to by the required supporting holders.
• Use of proceeds is exclusive and covers: full refinancing of $104.2 million of the bridge notes, including PIK fees and interest but excluding principal corresponding to OID and interest accrued on that portion; general corporate expenses of OpCo, BLTFH and the affiliate debtor DIP guarantors; payment at initial issuance of outstanding MFG Parties transaction expenses, the professional fees of the HoldCo, commuter and OpCo bond trustees and of the administrative agent, Assured's outstanding professional fees (with additional Assured professional fees payable from time to time thereafter), and, if applicable, outstanding Cleary group transaction expenses; and the company's reasonable professional fees consistent with the agreed budget and testing, including permitted variances. No more than $5 million in the aggregate may be used for the affiliate restructuring transactions or otherwise on-lent to the affiliate DIP guarantors, and aggregate uses of proceeds for professional fees must be acceptable to the required supporting holders.
• Other terms include customary reporting with a 13-week cash flow forecast and budget and variance reporting applicable to OpCo, BLTFH and the affiliate debtor DIP guarantors; budget compliance covenants, process controls and additional milestones acceptable to the required supporting holders; and an agreement that any future roll-up of the senior secured notes in a future OpCo bankruptcy be done ratably among all senior secured notes, a provision the term sheet states is included solely out of an abundance of caution because no future OpCo bankruptcy is contemplated.
• Treatment at exit: on the BLTFH plan effective date the senior secured notes are renewed and refinanced with exit note proceeds in exchange for release of the prepetition pledge and contribution of BLTFH's equity in OpCo to New HoldCo, or such other treatment as the required supporting holders agree.

Pari Passu OpCo Exit Notes

• Size: $140 million, subject to upsizing by any incremental pari passu OpCo exit notes, issued by OpCo or an applicable conduit issuer and held through DTC.
• Purchasers: Assured, the MFG Lenders and, if applicable, additional consenting OpCo bondholders and BLE bondholders, per the exit notes commitment schedule kept on file with the company. Assured purchases or wraps $70 million; the remaining $70 million is fully backstopped and funded by the MFG Lenders and any additional consenting OpCo bondholders, severally and not jointly, to the extent not subscribed by others.
• Collateral: pari passu lien on all collateral securing the OpCo Bonds. Maturity: 10 years from closing.
• Rate: 8.5% payable-in-kind, converting to cash pay once the fixed charge coverage ratio exceeds 1.30x for at least 12 months on a trailing basis. Assured sets the rate on any notes it insures, provided that rate plus the annual premium may not exceed 8.5% and interest on insured notes must be payable-in-kind whenever interest on the uninsured notes is. For this ratio, fixed charges include interest on the pari passu notes but exclude the junior exit notes.
• Fees: Assured receives a premium of 2.0% per annum, with an applicable make-whole, on the principal amount it wraps; the make-whole is not payable on repayment under any mandatory prepayment provision unless the pari passu notes, insured and uninsured alike, receive a corresponding make-whole.
• Assured's obligation runs to $70 million aggregate principal amount plus any incremental notes, satisfiable through purchase or insurance at its election; to the extent insured notes are not fully funded on the plan effective date, Assured must purchase the difference between that $70 million (plus incremental notes to be issued that date) and the funded amount it insures. The same election and true-up mechanic applies after the effective date to each one-third share of a deferral shortfall financing amount.
• Excess cash flow sweep: the governing documents provide a sweep of excess liquidity above $125 million held for a continuous 13-week period, tested weekly. Swept funds prepay the pari passu notes without make-whole or prepayment premium to the extent the OpCo bond documents permit; where they do not, the funds repay senior OpCo debt until the cumulative amount so applied equals what would have been needed to prepay the pari passu notes directly. Excess cash flow is calculated net of senior OpCo debt service, and net of junior exit note debt service only after funds equal to that equivalent amount have been applied to senior OpCo debt from the sweep, from equity or junior debt proceeds, or from operating cash flow. The sweep does not operate until all deferred interest has been paid in cash.
• Use of proceeds, together with junior exit note proceeds: renew and refinance the outstanding senior secured notes as of the plan effective date plus accrued and unpaid interest, fees and premiums through that date, and fund general corporate expenses of New HoldCo and OpCo.

Junior Exit Notes

• Size: $350 million, issued by OpCo or an applicable conduit issuer and held through DTC, subject to upsizing by incremental junior exit notes and, if the required MFG Parties so elect in their sole and absolute discretion, by up to an additional $6 million of initial principal issued to fund payment of MFG Parties transaction expenses.
• Purchasers: the MFG Lenders and/or their designees per the exit notes commitment schedule, with junior exit notes not purchased by additional consenting OpCo bondholders or BLE bondholders taken by the MFG Lenders severally and not jointly.
• Collateral: identical to the collateral securing the senior OpCo debt, subject to the limited exceptions in the intercreditor term sheet, on a second-lien basis. Maturity: 12 years from closing.
• Rate: 10.0% per annum, stepping down to 8.0% if the notes are issued as tax-exempt. Interest is payable-in-kind for the first year and thereafter remains PIK unless, on a payment date, the fixed charge coverage ratio has exceeded 1.50x for at least 12 months on a trailing basis; even then, cash interest is barred until either all pari passu OpCo exit notes are repaid with none outstanding, or funds equal to the pari passu repayment equivalent amount have been applied to senior OpCo debt from the excess cash flow sweep, from equity, junior exit notes or other junior debt, or from operating cash flow. Payments on the pari passu notes under the sweep are not deducted in calculating the ratio.
• Fees: the MFG Lenders receive a backstop fee of 10.0%, payable-in-kind in additional junior exit notes and New HoldCo equity.
• Investment right: BLE bondholders and other potential parties may purchase junior exit notes up to an amount agreed with the required supporting holders, but capital provided by the BLE bondholders reduces the MFG Lenders' funding dollar-for-dollar with no increase in total junior exit notes, and the MFG Lenders must receive a majority of the outstanding New HoldCo equity.
• Additional junior debt: OpCo may from time to time issue additional debt pari passu with or junior to the junior exit notes with the consent of a majority in aggregate principal amount of the junior exit notes outstanding, on at least five business days' written notice to Assured.

Intercreditor Terms

• Parties: Deutsche Bank National Trust Company as first lien collateral agent for the creditors under the first lien facilities, and a collateral agent to be selected by the required MFG Parties as second lien collateral agent for the creditors under the junior exit notes; the borrower and the other entities guaranteeing or pledging assets acknowledge the agreement's terms.
• First lien indebtedness is capped by agreement: unless Assured and the required MFG Parties agree otherwise, it is limited to the senior secured bonds obligations on the OpCo Bonds outstanding at the RSA date (including bond insurer premium and other amounts owed to the insurer), the obligations under the Citizens facility outstanding at the RSA date or a refinancing under the Citizens treatment, the obligations under the pari passu OpCo exit note documents, including the $140 million of notes and any incremental notes, and refinancings of the foregoing under customary restrictions. Correspondingly, the intercreditor agreement and credit documents will not permit new first lien capital other than incremental pari passu OpCo exit notes to fund a deferral shortfall, though refinancing of first lien obligations is permitted subject to customary restrictions acceptable to the bond insurer and required MFG Parties.
• The second lien obligations are secured by all collateral securing the first lien obligations other than collateral that CAA § 5.14 permits to secure only a particular series, such as debt service reserve and mandatory prepayment accounts. To the extent the CAA permits, the second lien secured parties may establish permitted junior financing proceeds accounts funded solely with permitted junior financing proceeds, which secure only second lien obligations and sit outside the subordination, distribution-limitation and handover provisions running to the first lien parties.
• Until the discharge of first lien obligations, meaning payment in full in cash other than unasserted contingent obligations and termination of all first lien commitments, the second lien obligations are junior and subordinated in all respects including right and time of payment, and the second lien liens are junior and subordinated to the first lien liens.
• The first lien collateral agent holds the sole and exclusive right to commence and maintain enforcement action against the loan parties, including setoff, recoupment, credit bidding and foreclosure, and the second lien holders will not contest, protest, object to or interfere with any first lien foreclosure proceeding. Before the standstill expires, the second lien parties may take only the enumerated permitted actions: acceleration; filing a proof of claim or statement of interest; non-impairing collateral preservation and perfection steps; adequate protection requests, only if the first lien obligations receive adequate protection and only in the form of a lien on additional or replacement collateral or a fully subordinated superpriority claim, never current cash interest; defensive or responsive pleadings not adverse to the first lien parties; voting on a plan that pays the first lien obligations in full in cash or that the first lien class accepts under section 1126(c); joining without controlling a first-lien-initiated judicial foreclosure where it does not interfere with first lien remedies; bidding for or purchasing collateral for cash at a public foreclosure or in a proceeding initiated by someone other than the second lien agent; and credit bidding the second lien obligations only as part of a bid with a cash component sufficient to pay, and providing for payment of, the first lien obligations in full in cash.
• Neither lien group may challenge the enforceability, validity, perfection or priority of the other's obligations, loan documents or liens, though either collateral agent may enforce the intercreditor agreement.
• Standstill: 240 days after a standstill trigger event, after which the second lien collateral agent may engage in enforcement action if the first lien collateral agent has not commenced, or is not diligently pursuing, enforcement against a substantial portion of the collateral. The period is tolled whenever any obligor is in an insolvency proceeding. A standstill trigger event requires both acceleration of the second lien obligations following a second lien event of default (or the obligations otherwise becoming due and payable in full) and written notice to the first lien collateral agent of that continuing default and of the obligations being currently due and payable in full.
• Payment blockage: the second lien collateral agent may not take or receive any distribution on account of the second lien obligations, in cash, securities or other property including collateral, collateral proceeds, non-collateral assets or avoidance action proceeds, other than the permitted second lien payments, which comprise reasonable agency, administration and indemnification payments and customary ordinary course fees and expenses of the second lien agents and trustees; reimbursement of reasonable professional fees and expenses of counsel, financial advisors and other professionals engaged by the second lien parties relating to the closing-date transactions or otherwise incurred before a first lien event of default; interest paid in kind, or in cash to the extent the restructuring term sheet permits; and payments funded from permitted junior financing proceeds. Any distribution received in contravention is held in trust and paid over to the first lien collateral agent to the extent necessary to pay all first lien obligations in full in cash.
• Distributions received by the first lien collateral agent before the discharge are applied to first lien obligations and permitted second lien payments in the order the CAA and intercreditor agreement specify; upon discharge, the first lien collateral agent delivers all remaining collateral, collateral proceeds, non-collateral assets, avoidance action proceeds and subject interests to the second lien collateral agent for application per the second lien documents.
• Subject interests, comprising a loan party's equity interests in a CFC or FSHCO and any assets, licenses, rights or privileges incapable of being subjected to a lien in favor of either agent, whether by law, the nature of the interest, absence of third-party consent or agreement of the loan parties and lenders, are treated as first lien value regardless of any purported encumbrance: any distribution or recovery either agent or any first or second lien party receives on account of their value or proceeds, whether received as unsecured creditors or otherwise, is turned over to the first lien collateral agent for application to the first lien obligations.
• Bankruptcy provisions: if the first lien parties wish to permit cash collateral use or DIP financing, the second lien collateral agent will raise no objection, including to a roll-up of first lien obligations into the DIP; will not seek adequate protection or other relief beyond a permitted action; and will subordinate its collateral liens to the DIP liens on the same terms its liens are subordinated to the first lien liens, to the extent the first lien liens are subordinated or pari passu with the DIP. No second lien party may provide a DIP financing unless it repays the first lien obligations in full in cash on initial funding.
• The second lien parties are deemed to consent, and will not object to or contest or support anyone objecting to, any disposition of collateral free and clear under sections 363, 1123 or 1129 consented to by the first lien collateral agent, so long as proceeds follow the payment waterfall and second lien liens and claims attach to the proceeds on the same basis; any related bid procedures or other disposition procedures motion; or any credit bid by the first lien parties, including through acquisition vehicles. The second lien parties may themselves submit a cash bid, purchase collateral for cash at a public foreclosure or in an insolvency proceeding, or credit bid where the bid carries a cash component sufficient to repay in full in cash, and provides for payment in full in cash of, the first lien obligations, including any first-lien-provided DIP financing senior to the second lien obligations, at closing.
• Plan voting: the second lien agent and second lien parties may not propose, support or vote in favor of any plan of reorganization or liquidation, and are deemed to vote to reject, unless the plan pays all first lien obligations in cash and in full at effectiveness or is accepted by the first lien class under section 1126(c); nor may they propose any plan inconsistent with the intercreditor agreement. The agreement will also contain standard provisions on separate classification of the first and second lien obligations.
• Purchase right: following a triggering event, the second lien holders have up to 30 days after written notice of its initial occurrence to purchase all, but not less than all, of the first lien obligations in immediately available funds at 100% of principal, with the price including all accrued and unpaid interest plus accrued and unpaid fees and premiums, including any prepayment premium and any then-applicable make-whole, but excluding contingent indemnification obligations for which no claim or demand has been made, without warranty, representation or recourse beyond a representation as to title. A triggering event is acceleration of the first lien obligations; any exercise of remedies by the first lien collateral agent or delivery of notice to an obligor of a proposed exercise; commencement of any insolvency proceeding; an uncured payment default under the first lien credit documents; or acceleration of the second lien obligations or an uncured event of default under the second lien credit documents. Exercising the option as to insured first lien obligations is conditioned on the second lien holders releasing the insurer's obligations in full, so they take no benefit of that insurance.
• Releases: the first lien collateral agent may release its lien on all or any portion of the collateral or release an obligor's first lien obligations, and the second lien collateral agent must release correspondingly, with any release outside an enforcement of remedies (which may include an agreed post-default asset disposition) requiring permission under both the first and second lien documents; proceeds follow the payment waterfall and the second lien liens and claims attach to sale proceeds on the same basis.
• Amendments: waivers, amendments or consents to the first lien collateral documents flow through to the second lien collateral documents, but no such change may remove or release assets from the second lien, except where the intercreditor agreement and second lien documents permit and the corresponding first lien release occurs; impose duties on the second lien collateral agent without its consent; or permit other liens on the collateral not permitted under the second lien documents and intercreditor agreement. Restrictions on amendments, modifications, supplements, waivers and refinancings of both the first and second lien documents and obligations are to be agreed by Assured and the required MFG Parties, each acting in their sole and absolute discretion. The intercreditor agreement itself may not be amended without the written consent of both collateral agents acting at the direction of their respective required lenders, and will contain customary indemnity provisions for a secured party's breach of its obligations under it.
• Permitted junior financings: additional second lien obligations, or refinancing or paydown of second lien obligations using additional second lien obligations or the proceeds of equity or debt subordinated to them, are permitted where terms differing from the junior exit notes are reasonably acceptable to the bond insurer; a majority in aggregate principal amount of the second lien obligations consents; the new debt is subject to the intercreditor agreement or a substantially similar agreement acceptable to the bond insurer and first lien parties; and the new debt requires no cash payments until the first lien obligations are paid in full in cash other than on terms consistent with or more restrictive than the junior exit notes, matures no earlier than the then-latest maturity of the second lien obligations or other permitted junior financings (or, for a refinancing, at least 365 days after the maturity of the debt refinanced), carries covenants no more restrictive taken as a whole than the junior exit notes taken as a whole, and satisfies other customary junior financing limitations to be agreed.
• Governing law: New York, without regard to conflicts principles other than sections 5-1401 and 5-1402 of the General Obligations Law. References to the facilities and credit documents mean existing documents as in effect at the RSA date and as subsequently amended in accordance with the RSA and, after entry into the intercreditor agreement, in accordance with that agreement and the credit documents; documents not yet in existence are those entered into and modified on the same basis.

Amendments to the Collateral Agency, Intercreditor and Accounts Agreement

• The CAA, originally dated May 9, 2024, among Brightline Trains Florida LLC, Deutsche Bank National Trust Company and the other secured parties, and where applicable the other senior secured obligation documents, will be amended to:
  • Prohibit all indebtedness prohibited by the second lien credit documents as of entry into the intercreditor agreement, which restricted indebtedness includes all indebtedness that is not senior secured obligations and any senior secured obligations not expressly contemplated by the restructuring term sheet or otherwise agreed by the required MFG Parties.
  • Eliminate or make ineffective all rights to payment or other rights under the CAA in favor of unsecured indebtedness or its holders, including additional senior subordinated unsecured and additional senior unsecured indebtedness.
  • Remove or make ineffective all provisions for payments on senior subordinated indebtedness, including additional senior subordinated secured and additional subordinated unsecured indebtedness, and additional senior unsecured indebtedness, including from the waterfalls in Sections 5.02 and 9.08.
  • Make the first lien collateral agent bailee for the second lien collateral agent for perfecting the second lien on collateral it holds.
  • Provide for funding and payment of permitted second lien fees and expenses under CAA § 5.02(b)(First) and § 9.08(c)(First), solely to the extent those clauses permit after giving effect to permissible amendments.
  • Provide for funding and payment of permitted second lien interest immediately after payments required under Section 5.02(b)(Tenth), but only if the other conditions to cash interest on the junior exit notes in the restructuring term sheet are satisfied.
  • Apply proceeds under Section 9.08(c) to second lien obligations only after the discharge of first lien obligations has occurred, other than permitted second lien fees and expenses payable beforehand.
  • Following that discharge, apply funds to second lien obligations at the same priority level, including in §§ 5.02 and 9.08, that the CAA currently provides for the corresponding first lien obligations.
  • Permit permitted junior funded payments without regard to the general priority scheme, and exclude permitted junior financing proceeds accounts from the first lien collateral and from the covenants that would restrict use and application of amounts in them.
  • Make these amendments and their constituent definitions unamendable without the prior written consent of a requisite amount of second lien holders, and make the second lien holders and their agents express third-party beneficiaries of them with rights of enforcement.
  • Subject to exceptions to be agreed, remove "Affiliate of Borrower" from "Non-Voting Creditor," so that borrower affiliates holding secured obligations, and holders party to a voting agreement with a borrower affiliate, vote those obligations in full.
• The term sheet states this summary is not a definitive list of the intercreditor agreement's terms or of the amendments to the CAA and other senior secured obligation documents.

Governance of New HoldCo and OpCo

• The new board of New HoldCo and OpCo is established on the BLTFH plan effective date, sized by the required supporting holders, with Assured entitled to appoint one member and the required MFG Parties entitled to appoint at least a majority. The MFG Parties may also appoint a designated manager at New HoldCo and any intermediate entities between it and OpCo, with consent rights over certain material actions on terms to be agreed among the required supporting holders. Shareholder protections and other terms go into a shareholders' agreement acceptable to the required supporting holders, as does the structure and issuance of the New HoldCo equity.
• The new board will adopt a management incentive plan under which eligible employees, including eligible employees of Brightline Trains Development LLC, may receive in the aggregate up to 10% of the New HoldCo equity, with the form of awards, timing, vesting and metrics set by the board.
• First lien control rights: on the plan effective date, OpCo and New HoldCo enter into an agreement with Assured providing that if OpCo's average liquidity is projected on a trailing 13-week cash flow to drop below $50 million for a continuous period of three months or longer, a majority of OpCo's first lien creditors may place two pre-approved candidates on the board. So long as Assured wraps or owns a majority of the senior OpCo debt and all future pari passu debt, treated as one class, and is entitled to exercise voting rights on that debt, it may vote it for this purpose. Other parties may provide junior funding to enhance liquidity and avoid the trigger, and with the consent of a majority in principal amount of outstanding junior exit notes that funding may take the form of additional junior debt in the same form as the junior exit notes; junior equity or debt funded this way is not subject to any excess cash flow sweep or other mandatory repayment obligation.
• The new board will establish a three-person special committee, including two members chosen by the majority first lien creditors, with authority to run a sales process for the Company Parties' assets and to engage in planning for a restructuring of OpCo.
• The OpCo bond documents and pari passu OpCo exit note documents will govern and prohibit related-party and affiliate transactions; no holder of OpCo debt loses voting rights by being or becoming an affiliate of OpCo, with the OpCo CAA amended to remove "Affiliate of Borrower" from the definition of "Non-Voting Creditor"; and the new senior OpCo debt documents will permit the issuance of incremental pari passu OpCo exit notes.
• Equity in OpCo will be held by a wholly owned subsidiary of New HoldCo that is a disregarded entity for federal income tax purposes and subject to customary separateness and bankruptcy remoteness covenants and restrictions. New HoldCo will be a Delaware holding company, either formed as a corporation or electing corporate treatment for federal income tax purposes, subject to further tax structuring agreed by the required supporting holders, and the New HoldCo equity is common equity representing 100% of its ownership and voting interests.
• Brightline Trains Development LLC continues providing shared services, with employee and consultant costs reimbursed by OpCo on a time-allocated basis consistent with past practice, under a new shared services agreement on terms mutually acceptable to the Company Parties and the required supporting holders and subject to diligence and review by Assured and the MFG Parties. The supporting holders agreed to negotiate in good faith by closing an incentive structure for that entity, comprising warrants to purchase New HoldCo common shares in a mutually agreeable amount and at a mutually agreeable exercise price.
• Nicolas Petrovic, Paul (Michael) Reininger, Kolleen Cobb, Alexandra Levin, Jessica Perez and Kevin McAuliffe will continue providing services to OpCo under a new management services agreement, reasonably acceptable to the Company Parties and acceptable to the required supporting holders, covering expense reimbursement and termination and associated notice, subject to diligence and review by Assured and the MFG Parties.

Releases and Exculpation

• The BLTFH plan will include releases and exculpation to be agreed among and acceptable to the parties, running to:
  • The Company Parties and all their current and former affiliates, together the company released parties, and each of their current and former officers, managers, directors and shareholders in those capacities. An affiliate of a Company Party, or that affiliate's officers, managers, directors and shareholders, that does not release the Company Parties is not released, and anyone who becomes an officer, manager, director or shareholder of such a non-releasing affiliate after the petition date is not released.
  • Assured and the MFG Parties.
  • The Commuter Bond Trustee, the HoldCo Bond Trustee, the HoldCo bonds collateral agent and the HoldCo bonds account bank, roles held by UMB Bank, N.A. as successor trustee under the commuter and HoldCo indentures and by Deutsche Bank National Trust Company as HoldCo collateral agent and account bank.
  • The OpCo Bond Trustee, Deutsche Bank National Trust Company.
  • The advisors, representatives and agents of each of the foregoing.
• Assured and the MFG Parties agreed to support the releases in good faith, but the approval or effectiveness of releases in favor of the Company Parties' current and former affiliates and their current and former officers, managers, directors and shareholders, other than current officers, managers or directors of the debtors, is not a condition precedent to consummating any of the restructuring transactions.

Conditions Precedent

• Consummation of the OpCo recapitalization transactions requires, among other conditions: that the RSA remain in full force and effect with no event having occurred that would entitle Assured, the required MFG Parties or any other supporting holder or group to terminate, provided the relevant party has asserted that occurrence in writing to counsel to OpCo, Assured and the MFG Parties; execution, delivery and effectiveness of all definitive documents for the recapitalization and separation in form and substance consistent with the term sheet and RSA and otherwise acceptable to the Company Parties and required supporting holders; receipt of all governmental and third-party approvals and consents free of unfulfilled conditions, with waiting periods expired and no restraining or materially adverse action taken or threatened; the absence of any instituted, threatened or pending material action, proceeding, application, claim, counterclaim or investigation, or any material adverse development in an existing one, that in the reasonable judgment of the required supporting holders would prohibit, prevent or restrict consummation in an adverse manner; simultaneous consummation of the separation transactions for both the Commuter Bonds and entities and the HoldCo Bonds and entities; and, to the extent the required supporting holders (and, for the separation documents, the required MFG Lenders) deem necessary, entry of court orders approving the definitive documents and the transactions, consistent with the term sheet and RSA and otherwise acceptable to them, not reversed, stayed, modified adversely or vacated on appeal, apart from technical or immaterial infirmities that do not affect their economic recovery, rights or terms.
• Consummation of the affiliate restructuring transactions requires that the OpCo recapitalization and separation transactions have been or are simultaneously consummated, unless the required supporting holders are satisfied that going first would not adversely affect them, plus parallel conditions on approvals and consents, absence of materially adverse litigation, and entry of acceptable, unreversed court orders approving the affiliate definitive documents.

Company Party Commitments

• The Company Parties agreed to act in good faith to implement the restructuring in accordance with the milestones, including promptly commencing regulatory approval processes; to keep the supporting holder advisors informed on business and financial performance, liquidity, diligence findings that could frustrate or delay the restructuring, and the status of necessary authorizations; to provide access to management and advisors and unaudited quarterly OpCo financial statements within 30 calendar days after each fiscal quarter; to give written notice within one business day of a non-RSA restructuring proposal (with its material terms and the identity of those involved), of any material impediment, of any Company Party breach, of insolvency or enforcement proceedings, and of a termination event; to operate in the ordinary course consistent with past practice and maintain assets, books, billing, payables, insurance and good standing; and to comply with the Senior Secured Brightline Facility and senior secured note documents, including budget requirements and milestones, subject to permitted variances.
• The Company Parties must give the supporting holder advisors no less than two calendar days before filing, or the maximum practicable opportunity, to review draft first day pleadings and any material filing, or one concerning the supporting holders' rights or recoveries, the ability to consummate the restructuring, or any party's rights or obligations under the RSA, and to consult in good faith on form and substance.
• They must timely object to third-party motions seeking a trustee or examiner, conversion, dismissal or termination of exclusivity; to objections to the plan documents, DIP orders, senior secured note documents, any other definitive document or any exclusivity extension motion; to any pleading challenging the validity, enforceability, perfection or priority of, or seeking avoidance, claw-back, recharacterization or subordination of, the OpCo bond claims or their liens or collateral; and to any filing that would adversely affect a supporting holder's rights under the RSA or a definitive document.
• Negative covenants bar the Company Parties, without the prior written consent of the required supporting holders, from acting inconsistently with the RSA or definitive documents; modifying a definitive document inconsistently; amending organizational or governance documents inconsistently; disposing of material assets outside the ordinary course except as the senior secured note documents permit; rejecting, assuming, materially amending or terminating any material contract, or entering into one with a governmental authority; settling any claim or liability exceeding $1 million, though Assured must consider and respond to any such request in good faith; granting liens on material assets beyond those permitted; making intercompany loans, advances, capital contributions or material asset transfers, subject to carve-outs for services rendered under management, employment or shared services agreements disclosed in the data room as of July 24, 2026, payments to advisors consistent with the term sheet and senior secured note documents, and payments made substantially for OpCo's benefit; paying dividends or distributions, repurchasing or issuing equity interests; paying or prepaying subordinated indebtedness; entering into or modifying compensation or benefit arrangements for any current or former director or executive officer, or any employee with annual base compensation above $300,000; merging, dissolving, forming subsidiaries or entering joint ventures; filing anything inconsistent with the RSA; pursuing or supporting claims against a supporting holder or challenges to the OpCo bond claims, liens or collateral; acting on OpCo's corporate governance or the OpCo board, including any management incentive plan; or making material tax elections or filings outside enumerated exceptions. Amendments to OpCo's agreements with Siemens Mobility, Inc. that do not increase costs or adversely affect OpCo are carved out, subject to reasonable updates to Assured and good-faith consideration of its feedback, as are employee transfers between Company Parties and affiliates that leave compensation unchanged and are noticed in advance to the Assured and MFG Parties advisors.
• Fiduciary out: the Company Parties may terminate the RSA and consider, negotiate, enter into or pursue a non-RSA restructuring proposal where their governing body determines in good faith, after advice of outside counsel and, if applicable, financial advisors, that proceeding with the restructuring or continued performance would be inconsistent with fiduciary duties, defined by reference to the duties of loyalty and care applicable to Delaware corporate directors and officers. The Company Parties must give written notice within one business day of any determination to exercise it, including a reasonably detailed summary of the basis taking privilege into account; exercise is not a breach and does not abridge any party's termination rights. Company Parties may not initiate or solicit a non-RSA restructuring proposal without the required supporting holders' consent. Nothing in the RSA constitutes consent to or a commitment to commence a bankruptcy case, which remained subject to each applicable board's approval, and nothing creates a new fiduciary duty that does not otherwise exist.

Transfer Restrictions

• A supporting holder may not transfer any company claims or interests, or grant proxies, deposit claims into a voting trust or enter a voting agreement, unless the transferee is already a supporting holder or an affiliate of one, with notice of the amount and type transferred to counsel to the company (Skadden), Assured (Milbank), the Mutual Fund Group (HSF Kramer) and the Cleary group (Cleary) within three business days (an affiliate transferee becomes bound and must deliver a joinder within two business days of that notice), or the transferee signs a joinder before the transfer and delivers it within two business days, binding it as to all claims it already holds. Non-compliant transfers are void ab initio and any party may enforce the voiding.
• Qualified marketmakers may take transfers without becoming parties, provided they onward-transfer to a permitted transferee; a qualified marketmaker acquiring consenting claims must transfer them within 10 business days to an unaffiliated permitted transferee or sign a joinder by the qualified marketmaker joinder date, three business days before the applicable voting or consent deadline, and may limit its joinder to claims purchased from a supporting holder. If the claims may still be voted, the transferor must vote or consent first. A supporting holder acting as a qualified marketmaker may freely transfer non-consenting claims it acquires from non-supporting holders.
• Additional claims a supporting holder acquires become subject to the agreement automatically, with prompt professional-eyes-only notice to the same four firms and an obligation to vote them consistently with the RSA.
• The joinder form binds the joining party for all purposes as to all company claims and interests it holds and any transferred claims to the same extent the transferor was bound, subjects it to the transferor's prior vote on any transferred claims, and deems it to make the Section 6.01 and 6.02 representations and warranties as of the joinder date; the signature block calls for aggregate principal amounts beneficially owned or managed of OpCo bond claims, Commuter bond claims, HoldCo bond claims and other company claims and interests. The joinder is governed by New York law, and the RSA controls over any inconsistent joinder provision.

Termination

• Assured may terminate on written notice upon, among other events: a prepetition event of default under the OpCo bond documents it first learns of after the effective date and that is not waived or cured; a material breach by a Company Party or MFG Party of covenants in Assured's favor uncured for five business days after notice; a materially untrue representation or warranty by a Company Party or MFG Party; failure to meet any milestone not waived or extended, unless caused by Assured's own violation; failure to pay transaction expenses uncured for five business days after invoice; a Company Party pursuing or noticing a non-RSA restructuring proposal or mishandling the fiduciary-out notice; a final, non-appealable governmental ruling preventing consummation or materially adversely affecting the RSA or the Company Parties' businesses, immediately if procured or acquiesced in by a Company Party and otherwise after 10 business days; an inconsistent filing not withdrawn or conformed within 10 business days of notice; a Company Party or MFG Party seeking approval or amendment of a definitive document inconsistently with the RSA without the required supporting holders' consent, uncured within three business days of notice, or revoking or publicly announcing an intention to revoke the restructuring; entry of, or a debtor's motion seeking, an order converting, dismissing, terminating exclusivity, appointing an examiner with expanded powers, a trustee or a receiver, rejecting the RSA, or disapproving a necessary definitive document, subject to a 10-business-day cure window for technical or immaterial infirmities that do not affect Assured's economics or rights; a challenge by a Company Party or MFG Party to Assured's claims; the debtors obtaining DIP financing, cash collateral authority, exit financing or other material financing outside the Senior Secured Brightline Facility without Assured's consent; termination or acceleration of that facility or an uncured default under it; definitive documents inconsistent with, adversely amended from or withdrawn from the RSA without Assured's consent, uncured for two business days, or an order stayed, reversed, vacated or adversely modified; a prepetition voluntary insolvency filing or receivership application by a Company Party; denial of confirmation remaining in effect for seven business days, subject to a cure path for technical infirmities not requiring re-solicitation and not affecting Assured's economics if Assured agrees to the cure in writing within five business days; a breach or termination of any Assured advisor fee letter; another party's termination or delivery of a termination notice, though a single MFG Party's termination does not trigger Assured's right if its obligations are assumed to Assured's reasonable satisfaction within three business days; stay relief permitting foreclosure or a deed in lieu against any asset worth more than $1 million, or other actions with a material adverse effect on OpCo or BLTFH, without Assured's consent not unreasonably withheld; an MFG financing party's failure to fund, uncured for three business days; an MFG financing party's individual withdrawal whose unfunded commitments are not assumed within five business days; and aggregate restructuring fees exceeding, or being noticed as reasonably likely to exceed, the fee cap, uncured within five business days' notice.
• The required MFG Parties hold a parallel set of termination rights, running against Company Party or Assured breaches, untrue representations, transaction-expense nonpayment, adverse governmental rulings, adverse court orders, challenges to the MFG Parties' claims, alternative financings, facility termination or default, inconsistent or adversely modified definitive documents, another party's termination, a Company Party's pursuit of a non-RSA proposal, inconsistent filings, unconsented amendments or a revocation of the restructuring, stay relief on assets exceeding $1 million or with a material adverse effect on OpCo or BLTFH, and a breach of the aggregate fee cap. Two are distinctive to them: failure of the court to enter a final order confirming the plan by the outside date, and any commuter or HoldCo entity filing for bankruptcy or becoming subject to an insolvency, liquidation, receivership or similar proceeding without an MFG Party's direction or consent.
• The Company Parties may terminate on a material uncured breach by Assured or an MFG Party, an untrue representation, a failure to vote or a vote change inconsistent with the RSA, exercise of the fiduciary out (with the notice requirement surviving), denial of confirmation remaining in effect for seven business days subject to the same cure path, an inconsistent filing by Assured or by any supporting holder or group holding more than $25 million in principal amount of OpCo Bonds not withdrawn within 10 business days of notice, an adverse final governmental ruling that the terminating Company Party neither sought nor failed to oppose, entry of or a supporting holder's motion seeking conversion to Chapter 7, termination or acceleration of the Senior Secured Brightline Facility or withdrawal of the commitment to fund it other than through the Company Parties' own material breach, entry of an order disapproving the confirmation order, disclosure statement order or DIP orders remaining in effect for 10 business days, termination as to Assured or the MFG Parties, Assured's failure to comply with its incremental prepetition bridge note obligations, and a financing party's failure to fund uncured within one business day.
• If it joins, the Cleary group may terminate as to itself, by the holders of at least 50.1% of the OpCo Bonds held by the group, on a material uncured Company Party breach, nonpayment of its transaction expenses by the later of consummation and five business days after invoice, adverse governmental rulings, adverse court orders, a Company Party challenge to its claims, alternative financings without its consent, facility termination or default, definitive documents inconsistent with the RSA or amended, withdrawn or adversely altered in a way that materially and adversely affects the economics applicable to it as a financing party, as a holder of notes bought under those commitments, or under the deferred interest treatment as a beneficial holder of OpCo Bonds, and termination by any Company Party, the required MFG Parties or Assured.
• The agreement may also be terminated by mutual written agreement among the Company Parties, Assured and the required MFG Parties, and terminates automatically as to all parties upon the earlier of the plan effective date and entry of a final, non-appealable order declaring it unenforceable.
• Individual withdrawal: a supporting holder may terminate as to itself where an amendment, modification or supplement, or a definitive document with the same effect, both materially and adversely affects its economics as a financing party, as a holder of notes purchased under those commitments, or under the deferred interest treatment as a beneficial holder of OpCo Bonds, and does so in a manner materially disproportionate to similarly situated supporting holders. The holder must notice the disproportionate adverse effect to the Company Parties, Assured and the Mutual Fund Group and request a remedy; if it is not remedied within five business days, the holder may terminate as to itself by immediately effective notice.
• Effect of termination: a terminating party is released from its commitments and restored to the rights and remedies it would have had, but remains liable for prior breach or non-performance and for obligations that expressly survive. Consents and ballots tendered before a termination date occurring prior to entry of the confirmation order are null and void from the first instance. No termination is effective if the terminating party is in material breach or its own failure to perform caused the termination event.
• Enforceability: the parties waive any argument that exercising termination rights is subject to the automatic stay and consent to its prospective modification for that purpose. Unless and until an unstayed order holds that notice and termination are not stayed, a termination event or a breach giving rise to one after notice results in automatic termination as to each party that could have terminated, five calendar days after the occurrence or breach, unless waived in writing.

Amendments and Consents

• The RSA may be modified, amended, supplemented or waived only in a writing signed by the Company Parties and the required supporting holders, defined as Assured together with the required MFG Parties. Required MFG Parties means MFG Lenders holding at least 75% of the commitments to purchase the junior exit notes and pari passu OpCo exit notes held by all MFG Lenders; for consent or voting rights on the HoldCo separation, it additionally requires MFG Parties holding at least 50.1% of the beneficial interest in HoldCo Bonds held by all MFG Parties, and for the commuter separation, the same 50.1% threshold in Commuter Bonds.
• Any modification affecting only one party's rights also requires that party's written consent, and any amendment that eliminates or reduces a party's definitive-document consent rights under Section 3.02 does not bind a supporting holder that does not consent in writing. The Company Parties must notice every amendment to each other party, and any purported change not complying is void ab initio. A waiver of one breach is not a continuing waiver, a waiver of another breach, or a waiver as to another party, and all remedies are cumulative.
• All definitive documents not executed or attached as of the effective date remain subject to good faith negotiation, must be consistent in all respects with the RSA and term sheet, and must be in form and substance acceptable to the required supporting holders and the Company Parties.

Transaction Expenses

• Transaction expenses comprise all reasonable and documented fees and expenses of Assured, the MFG Parties transaction expenses, and, if the Cleary group joins, its transaction expenses up to an amount to be agreed between that group and the required supporting holders. The Company Parties pay expenses incurred as of the effective date within one business day after entry of the interim DIP order, those incurred between the effective date and the final DIP order within one business day after entry of the final order, those incurred afterward within five business days of a monthly invoice on a rolling basis, and any unpaid balance upon consummation of the OpCo recapitalization transactions.
• MFG Parties transaction expenses payable by the Company Parties other than the commuter and HoldCo entities are capped at $17 million in the aggregate, with an additional $6 million available: first from the Company Parties to the extent aggregate restructuring fees fall short of the aggregate fee cap, up to that shortfall, and to the extent not covered that way, at the sole option of the required MFG Parties, from the proceeds of additional junior exit notes funded by the MFG Parties. Those expenses exclude the commuter and HoldCo entity funding obligations and any post-effective-date fees tied to the Commuter Bonds or HoldCo Bonds and related transactions, including the separation transactions and the commuter and Tampa projects.
• Total fees and expenses payable by the Company Parties to the restructuring professionals for the Company Parties (other than the commuter and HoldCo entities), the MFG Parties and Assured may not exceed $153.3 million. Breach of that cap, or notice that it is reasonably likely to be breached without agreed fee reductions within five business days, is a termination event for both Assured and the required MFG Parties.
• Separately, supporting holders fund certain commuter and HoldCo entity costs severally, pro rata by their holdings of the applicable bonds, on terms to be agreed between the required MFG Parties and the Company Parties: professionals retained by the HoldCo entities exclusively for the Tampa project from May 22, 2026 through the effective date, capped at $100,000, plus post-effective-date costs of the HoldCo separation; and professionals retained by the commuter entities exclusively for the commuter project over the same prepetition window, capped at $2 million, plus post-effective-date separation costs. Beyond that, and without duplication, the MFG Parties holding Commuter Bonds fund all outstanding reasonable and documented fees and expenses of non-bankruptcy professionals who served the commuter entities on that project regardless of when incurred, with that obligation inclusive of the $2 million and capped at $4 million.

Damages and Remedies

• Each party may seek specific performance and injunctive or other equitable relief without posting bond or proving actual damages, on the stipulation that money damages would be insufficient, subject to the damages limitation below.
• No party may be subject to punitive, exemplary, incidental or special damages for an alleged breach, and no supporting holder may be subject to damages exceeding the sum of its unfunded financing commitment, the deferred interest on OpCo Bonds it beneficially holds, and 25% of those two amounts.
• Each party reserves all rights, remedies, claims, defenses and interests if the agreement terminates other than by consummation, including claims for direct and consequential damages for pre-termination breach, subject to the termination, forum and specific-performance provisions; each denies wrongdoing or liability and concedes no infirmity in its claims or defenses. The parties' obligations are several and not joint except where specified.

Tax Structure

• The parties will use commercially reasonable efforts to structure and implement the restructuring in a tax efficient and cost-effective manner, and specifically in a manner that preserves the tax exemption of the OpCo Bonds, HoldCo Bonds and Commuter Bonds, as agreed by the Company Parties and the required supporting holders.
• No portion of the restructuring, including the separation transactions, is conditioned on receiving, achieving or qualifying for any specific tax treatment, opinion or ruling, including as to the incremental prepetition bridge notes, the senior secured notes, the pari passu OpCo exit notes and any incremental pari passu notes, the junior exit notes and any incremental junior notes, the OpCo Bonds (including for interest deferring bondholders electing the deferred interest treatment), the HoldCo Bonds or the Commuter Bonds. In no event is an opinion of municipal bond counsel on the tax treatment of any municipal bonds a condition precedent to the OpCo recapitalization transactions.

Governing Law and Forum

• The RSA is governed by the internal laws of New York, excluding conflicts principles that would apply another jurisdiction's law. Each party agrees to bring any action on the agreement in the chosen court, irrevocably submits to its exclusive jurisdiction, and waives objections to venue, inconvenient forum and jurisdiction, and any right to seek transfer. The chosen court is the federal or state courts in New York, New York before the petition date or after the plan effective date, and the bankruptcy court at all other times. Each party irrevocably waives trial by jury in any proceeding arising out of or relating to the agreement or the transactions it contemplates.
• All applicable documentation other than corporate governance documents is likewise governed by New York internal law and, where applicable, the Bankruptcy Code, except that documents governing or relating to municipal bonds may be governed by Florida law where necessary to preserve tax exemption or obtain municipal bond issuer consent, consistent with the existing municipal bond documents.

Other Provisions

• Conflicts: the exhibits, annexes and schedules govern over the body of the agreement, and any definitive document governs over the agreement.
• Relationship among parties: no party owes any duty of trust or confidence to another by entering into the agreement; a supporting holder may trade its claims without consent, subject to the transfer restrictions, and bears no responsibility to any other entity for that trading; no prior practice of sharing confidences alters that; and no supporting holder is deemed part of a "group" under Section 13(d) of the Securities Exchange Act of 1934 by reason of the agreement.
• Regulatory matters: the Company Parties must promptly furnish the supporting holder advisors with material notices or written communications received from any governmental authority, give them a reasonable advance opportunity to review proposed filings or communications to governmental authorities, which must be reasonably acceptable to Assured and the MFG Parties, and give the Assured and MFG Parties advisors an opportunity on reasonable notice to participate in substantive meetings or discussions with those authorities, except where the Company Party reasonably determines participation would be detrimental to the restructuring.
• Publicity: the Company Parties must submit drafts of press releases or other public statements disclosing the existence or terms of the agreement to the Assured and MFG Parties advisors at least two calendar days in advance, or the maximum practicable time, and incorporate comments in good faith. No party or advisor may use another party's name publicly in connection with the agreement, the restructuring or the definitive documents, or disclose the principal amount or percentage of any party's claims or its financing commitments, without that party's prior written consent; where disclosure is legally compelled, the disclosing party must allow advance review and comment and limit the disclosure. Those restrictions extend to public filing or transmission of the agreement without redacting that information.
• Survival: Section 12 other than the releases, further assurances, tax structure and regulatory matters provisions, the defined terms used in them, and the confidentiality agreements survive any transfer or termination. Upon completion of the OpCo recapitalization and separation transactions, the agreement's remaining provisions apply to Assured, the MFG Parties, the commuter and HoldCo entities and the Cleary group only as negative covenants to refrain from interfering with the affiliate restructuring transactions, requiring no affirmative steps or ongoing support, and transfers of company claims and interests by supporting holders are no longer restricted.
• Assignment is barred without the prior written consent of the other parties and only to an entity agreeing to be bound; there are no third-party beneficiaries. The agreement is the complete agreement among the parties other than any confidentiality agreement, may be executed in counterparts, and remains in effect as to each party if a provision is held illegal, invalid or unenforceable so long as the essential terms remain valid, binding and enforceable as to each party.