GST - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• GST, Inc., as Borrower
• The filing does not list any guarantors

Agent / Lender(s)

• Winners Alliance, Inc., as DIP Lender (also Prepetition Lender)

DIP Commitments

• Senior secured superpriority multiple-draw credit facility comprised of:
  • $2.35 million "New Money" term loan facility
    • $1.1 million made available upon entry of the interim order (of which $1.0 million was drawn)
    • $1.35 million made available upon entry of the final order
  • $2.35 million "Roll-Up" of prepetition secured obligations
    • $1.0 million rolled up upon the interim new money draw
    • Additional amounts rolled up on a dollar-for-dollar basis as final new money draws are advanced
• Amounts repaid or prepaid under the facility may not be reborrowed

Cash Collateral

• The Debtor is authorized to use cash collateral, including cash in deposit accounts and proceeds of prepetition collateral, solely in accordance with the approved budget and subject to permitted variances

Interest Rate

• 9.00% per annum, payable in kind (PIK) by increasing the principal amount of the loans
• Default Rate Increase: 5.00%

Fees

• Exit Fee: 2.0% of the aggregate principal amount of all New Money DIP Loans advanced, payable upon the earlier of the maturity date or full repayment
• Professional Fees: Payment of reasonable and documented fees and disbursements of the DIP Lender, including counsel and third-party advisors

Maturity

• The earliest to occur of:
  • The Final Maturity Date, which is the earliest of:
    • One Business Day after the closing of a sale of all or substantially all of the DIP Collateral
    • One Business Day after the Effective Date of a confirmed Chapter 11 Plan
    • 120 days following the Petition Date (approximately April 10, 2026)
  • Expiration of the Interim DIP Order if the Final DIP Order is not entered within 35 days of the Petition Date
  • Conversion of the case to Chapter 7
  • Consummation of a sale of all or substantially all of the Debtor's assets pursuant to section 363
  • The Effective Date of a Chapter 11 Plan
  • Acceleration of the loans following an event of default

Carve Out

• Post Carve-Out Trigger Notice Cap:
  • $100,000 for Debtor professionals
  • $25,000 for Committee professionals
• Chapter 7 Trustee Fee: $25,000
• US Trustee and Clerk of the Court fees

Use of Proceeds

• Refinance certain prepetition secured obligations (via the Roll-Up)
• Provide working capital and fund general corporate purposes
• Pay costs of administration, including professional fees and the Carve-Out
• Pay adequate protection obligations

Credit Bid

• The DIP Lender (and Prepetition Lender) has the right to credit bid up to the full amount of the DIP obligations and prepetition secured obligations in connection with any sale of the DIP collateral
• The Lender may assign its right to credit bid to any affiliate

Avoidance Actions

• Upon entry of the final order, the DIP collateral includes the proceeds of avoidance actions (but not the actions themselves), net of reasonable fees and expenses incurred to pursue such actions

Challenge Period and Budget

• The deadline to commence a challenge is March 9, 2026 (or 45 days after the appointment of a Chapter 7 or Chapter 11 trustee)
• The Committee (or a trustee) is allocated up to $20,000 to investigate the prepetition liens and the Debtor's stipulations
• New Money DIP Loans are not subject to challenge

Securities and Priorities

• The DIP obligations constitute allowed superpriority administrative expense claims against the Debtor, senior to all other administrative expense claims, subject only to the Carve-Out
• The DIP Lender is granted valid, perfected, and automatically perfected postpetition security interests in and liens on all DIP collateral, with the following priorities:
  • First-priority priming liens on all DIP collateral (including avoidance action proceeds upon entry of the final order), subject only to the Carve-Out and certain permitted liens
  • Junior liens on DIP collateral subject to valid, perfected, and unavoidable senior liens in existence prior to the petition date

Adequate Protection

Prepetition Lender

• Replacement liens on all DIP collateral (including avoidance action proceeds), junior to the DIP liens and the Carve-Out
• Superpriority administrative expense claims, junior to the DIP superpriority claims and the Carve-Out
• Payment of reasonable and documented professional fees and expenses
• Financial reporting and variance reports

Waivers

• Section 506(c): Waiver of the right to surcharge collateral for costs and expenses of preservation or disposition
• Section 552(b): Waiver of the "equities of the case" exception
• Marshaling: Waiver of the equitable doctrine of marshaling with respect to the DIP collateral

Permitted Variance

• Negative variance allowance of 10% per week for:
  • Projected aggregate disbursements
  • Disbursements on a line-item basis
• Negative variance allowance of 10% per rolling four-week period for revenue