Glenwood Caverns Holdings - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Glenwood Caverns Holdings LLC (the “Debtor”) filed its Second Amended and Restated Combined Disclosure Statement and Plan of Reorganization dated June 8, 2026, as modified Aug. 21, 2026, pursuant to sections 1125 and 1129 of the Bankruptcy Code.
  • The Debtor operates Glenwood Caverns Adventure Park (the “Park”), an amusement park atop Iron Mountain in Glenwood Springs, Colorado, located at 51000 Two Rivers Plaza Road. The Debtor’s only business purpose is to own and operate the Park.
  • The Debtor is organized as a limited liability company. GCAP Holdco, LLC, a Delaware limited liability company (“GCAP Holdco”), is the Debtor’s sole member, and GCAP Holdco is itself governed by a five-member board of managers. Day-to-day Park operations are overseen by a general manager who reports to GCAP Holdco, with department managers for operations, accounting, food and beverage, attractions, retail, maintenance and human resources reporting to the general manager.
    • The current ownership structure arose from a 2020 acquisition of an indirect majority ownership by funds associated with Off Road Capital Partners, which own a majority of the membership interests in GCAP Holdco. Off Road Capital Partners designees Rob Kramer, Gideon King and Denis Reshetnev constituted a majority of GCAP Holdco’s board as of the petition date. Steve Beckley, the founder of the Park, maintains an indirect minority interest in the Debtor through an entity and also sits on the GCAP Holdco board. The remaining board member, Jeff Klocke, is independent.
  • In December 2025, the Debtor retained Paul D. Maniscalco as Chief Restructuring Officer, a capacity in which Maniscalco has served since retention and throughout the pendency of the case. The Court granted the Debtor’s application to retain and employ Scidan Consulting Group, LLC to provide the Chief Restructuring Officer and other personnel on March 9, 2026 (Docket No. 74).
  • The Debtor commenced the Chapter 11 Case on Feb. 9, 2026, to maintain stability and operations in the short term while pursuing an appeal and potential resolution of the State Court Judgment, and to preserve continued employment for nearly 250 people from in and around the small Glenwood Springs community.
  • The Plan Supplement shall be filed no later than July 1, 2026, and may be filed in one or more filings on a single date or on multiple dates.
• The linchpin of the Plan is the proposed sale of the Purchased Assets to the Purchaser as set forth in the Bid Procedures Order and the Asset Purchase Agreement attached to the Plan.
  • The Debtor believes the Plan preserves the Park as a going concern for the benefit of all stakeholders and provides all parties in interest significantly better returns than a liquidation, and urges all creditors to accept the Plan.

The Park and Its Operations

• The Park opened in 1999 solely to offer public tours of Glenwood Caverns, an intricate cave system; the first amusement ride opened in 2005 and several have followed. The Park sits at 7,100 feet and is accessible to guests only by gondola, which the Debtor states makes it the only mountaintop amusement park in the country, with 360-degree scenic views. It currently runs three cave tours, operates six amusement park rides and numerous family-friendly attractions such as a 4D theater and gemstone panning, and offers several dining and shopping options. The Debtor states that while roller coasters, family-friendly rides and concessions are significant features, the cave tours are a unique offering that independently drives attendance. The Park has historically opened a new attraction every few years; the last was the Defiance Coaster, which opened for guests in 2022.
• The Park is open year-round, with peak season generally running May through September, but the Debtor is typically cash-flow positive only from April through October and uses cash reserves built up over the summer to maintain operations in the remaining months. On an annualized basis the Debtor generates approximately $14 million to $16 million in gross revenue from ticket sales (admission, attractions, cave tours), concessions and parking, and generated approximately $16.3 million of revenue for fiscal year 2025 per unaudited financial statements. Audited financial statements for fiscal year 2024 are attached as Exhibit 1-A, unaudited statements for 2025 as Exhibit 1-B, and unaudited statements for 2026 through March as Exhibit 1-C.
• The Debtor is projecting lower income and revenue for 2026 than in past years, which it attributes to prevailing weather conditions in the area and adverse publicity.
• The Debtor had 122 year-round employees as of the petition date — 51 full-time and 71 part-time — and employs roughly 250 people during peak season. Full-time employees typically work 30 to 40 hours per week and part-time employees 10 to 29 hours per week.
• The Debtor shares indirect common ownership with Iron Mountain Hot Springs, LLC (“IMHS”), which operates a hot springs resort on an adjacent parcel, and the two have entered into expense- and resource-sharing arrangements.
  • Under a Second Amended and Restated Shared Services Agreement dated Feb. 8, 2024 (originally entered March 2022), the Debtor and IMHS share human resources, information technology, marketing and other administrative staff. The Debtor manages payroll and IMHS reimburses its share each billing cycle; costs of shared employees and internet and telephone expense are split equally.
  • The two offer a Double Access joint ticket package. In 2025, combination sales totaled $2,064,047 gross, of which $1,177,696 was the Debtor’s net and $886,351 IMHS’s net. For 2026 the discount was reduced to 15%, weekday-only soaking was introduced and the window was shortened to the Debtor’s core season, and the Debtor projects less revenue from the promotion.
  • IMHS pays the Debtor $6,900 per month for office space, 50% of utilities and other office-related expenses averaging $3,000 per month, and $4,200 per month under a lease of parking spaces in the Cornerstone Property, which the Debtor acquired from the Colorado Department of Transportation in 2024. In 2025, shared-overhead reimbursements totaled $42,186 from the Debtor to IMHS and $50,109 from IMHS to the Debtor.
  • The Debtor participates in a Group Property Insurance policy with IMHS and other parties in which Off Road Capital holds an interest. That policy expires June 30, 2026, and the Debtor is seeking both group and stand-alone quotes.

Background to the Filing

• In September 2021, a six-year-old child lost her life in a ride incident at the Park. The parents of the child, Rahel Estifanos and Estifanos Dagne (the “Estifanos”), initiated a wrongful death lawsuit against the Debtor in the District Court in and for Denver County, Colorado, later transferred to the Garfield County District Court in Colorado (the “State Court”).
  • Early in the dispute, the Debtor’s general commercial liability carrier at the time of the accident, NOVA Casualty Company (“NOVA”), assumed financial responsibility for the Debtor’s defense in accordance with the terms of the applicable policy.
  • Following a three-week trial in September 2025, a Colorado jury returned a verdict against the Debtor awarding non-economic damages of $40,959,000 and punitive damages of $123,000,000, which the State Court subsequently reduced to $40,959,000.
  • On Nov. 21, 2025, the State Court issued the State Court Judgment against the Debtor and its co-defendants, apportioning more than $116,000,000 of liability to the Debtor in compensatory damages, punitive damages, and prejudgment interest. The judgment far exceeds applicable insurance policy limits and any amount the Debtor can pay. While expressing immense sympathy for the Estifanos family, the Debtor respectfully disagrees with certain findings of fact and conclusions of law by the State Court which it says inevitably contributed to the amount of the judgment. The judgment is presently on appeal.
• The Debtor has one prepetition secured lender, Community Banks of Colorado, a division of NBH Bank (the “Prepetition Secured Lender”), which holds a perfected first priority lien in substantially all of the Debtor’s assets. The balance owed as of the petition date was $12,712,184.37.
• The case was originally filed in the U.S. Bankruptcy Court for the District of Delaware, case no. 26-10166 (LSS), and was presided over by Judge Laurie Selber Silverstein between the petition date and April 30, 2026, when, upon the motion of the Estifanos family, Judge Silverstein ordered transfer of venue to the District of Colorado. The case is now pending as case no. 26-13137-KHT before Judge Kimberley H. Tyson.
• On the Debtor’s March 19, 2026, motion (Docket No. 104), the Court entered the Bar Date Order on April 14, 2026 (Docket No. 134), setting May 18, 2026, at 5 p.m. prevailing Mountain Time as the bar date for all proofs of claim, including 503(b)(9) claims, and Aug. 10, 2026, at 5 p.m. prevailing Mountain Time as the deadline for governmental units. The Debtor filed its Schedules and Statement of Financial Affairs on March 9, 2026 (Docket Nos. 79 and 80) and an amended Schedule E/F on March 10, 2026 (Docket No. 81).
• In connection with the filing, the Court approved the Debtor’s first-day relief on a final basis in March 2026 — including motions to maintain insurance, prohibit utility discontinuance, continue the existing cash management system, pay prepetition wages and use cash collateral — and authorized the retention of Epiq Corporate Restructuring, LLC as claims and noticing agent, Brownstein Hyatt Farber Schreck, LLP as bankruptcy counsel, Sullivan Nimeroff Brown Hill LLC as local counsel, Otteson Shapiro LLP as special counsel, and Scidan Consulting Group, LLC to provide the Chief Restructuring Officer.
• On Feb. 23, 2026, the Debtor moved under section 362(d)(1) to modify the automatic stay for the limited purpose of permitting the Debtor to initiate and prosecute an appeal of the judgment in all respects, and for the Estifanos to defend or otherwise respond to the appeal. The Estifanos objected on March 4, 2026, the Debtor replied on March 6, and the Court granted the motion on March 11, 2026 (Docket No. 99).
• On Feb. 25, 2026, the Debtor separately moved to modify the stay to permit the carrier to satisfy the portion of the judgment attributable solely to the Debtor’s former employees Toby Williams and Steve Ochoa in their individual capacities, and solely from proceeds of the policy provided by the carrier. The Court granted that motion on March 9, 2026 (Docket No. 75).

Marketing Process

• The Court authorized the retention of Hilco Corporate Finance LLC (“HCF”) as investment banker on April 14, 2026, following the Debtor’s March 20, 2026, application.
• Since its retention, HCF has assisted the Debtor in a marketing process seeking a party to invest in the Debtor’s equity or acquire its assets pursuant to the Plan:
  • HCF and the Debtor together constructed a virtual data room for parties to receive and study operational and financial information.
  • HCF prepared a teaser regarding the investment or purchase opportunity and sent it to over 180 parties.
  • At least 32 parties have signed nondisclosure agreements and received a confidential memorandum prepared by HCF and access to the virtual data room, and more than one party has conducted a site visit.
  • Due to the seasonality of the Park’s business, HCF guided potential bidders to be prepared to make offers in June or July 2026.

Sale Transaction

• The Purchaser, GVC Glenwood LLC, a Colorado limited liability company, proposes to acquire the Purchased Assets pursuant to an Asset Purchase Agreement dated July 17, 2026, including without limitation the real estate, all improvements to the real estate, fixtures and rides at the Park, all owned equipment and other personal property, permits and trademarks.
  • Excluded are cash (subject to adjustment as provided in the Asset Purchase Agreement) and assets such as tort claims not related to the purchased assets.
• The Purchaser named in the Plan, GVC Glenwood LLC, is a different entity from the Stalking Horse Bidder, Glenwood Mountain LLC (defined at §§ 1.77 and 1.85 of the Plan). Section 3.01(A) of the Plan states the deal consideration in terms of the Stalking Horse Bid and does not separately restate the consideration payable by GVC Glenwood LLC.
• Consideration under the Stalking Horse Bid, as described in § 3.01(A) of the Plan, consists of:
  • Assumption of the Secured Claim of the Prepetition Secured Lender, as modified, pursuant to the Class 1 claim treatment in the Plan.
  • Cash of $1 million to the estate, for distribution pursuant to the terms of the Plan.
• Section 3.01(A) provides that Class 3 trade vendors will receive 10% of their Allowed Claims in cash 30 days after the effective date (Article IV defines Class 3 more broadly, as all Other General Unsecured Claims). The remainder of net proceeds after payment of administrative expense claims and reserves for necessary expenses will be available for distribution to the Class 2 Estifanos Claim, which will also benefit through a litigation trust of the bad faith insurance claim.
• The Plan constitutes a motion for the Bankruptcy Court to approve the Sale pursuant to sections 363, 1122, 1123 and 1141 of the Bankruptcy Code, free and clear of all liens, claims, encumbrances and interests except for Permitted Encumbrances, and the Confirmation Order shall constitute approval of such motion.
  • Upon closing, the Purchased Assets shall vest in the Purchaser with all of the Debtor’s rights, title and interests, including operatorship, free and clear of all Encumbrances other than Assumed Liabilities and Permitted Encumbrances, with any Encumbrances attaching to the net available proceeds of the Sale with the same validity, extent and priority as immediately prior to the Sale.
  • The Purchaser shall assume and be liable only for the Assumed Liabilities expressly assumed pursuant to the Asset Purchase Agreement, and shall have no successor or vicarious liabilities of any kind or character, including under any theory of antitrust, warranty, product liability, environmental, successor or transferee liability, labor law, ERISA, de facto merger or substantial continuity, or any claims under the WARN Act.
  • Following the closing, all persons and entities holding Encumbrances in the Purchased Assets or against the Debtor in respect of the Purchased Assets are forever barred, estopped and permanently enjoined from asserting, prosecuting or otherwise pursuing any Encumbrances against the Purchaser, its affiliates or the Purchased Assets, as an alleged successor or on any other grounds, except for persons entitled to enforce Assumed Liabilities and Permitted Encumbrances.
  • Effective upon the closing, the Acquired Avoidance Actions shall be deemed assigned and transferred to the Purchaser, which shall thereafter exclusively hold and retain them for its sole benefit; under no circumstances shall they revert to the estate or the creditors of the Debtor.
  • The Purchaser is a purchaser in good faith within the meaning of section 363(m) and is entitled to the protections thereof, such that reversal or modification on appeal of the authorization to consummate the Sale shall not affect the validity of the Sale unless such authorization is stayed pending appeal.
  • The consideration provided by the Purchaser (subject to higher and better bids) represents reasonably equivalent value under the Bankruptcy Code and fair consideration under any Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act or Uniform Fraudulent Conveyance Act.
• Net Sale Proceeds means the proceeds from the Sale after deducting the costs and expenses incurred in connection with the sale, including the Bid Protection provided in the Bid Procedures Order, commissions, taxes, ordinary closing costs, approximated U.S. Trustee payments expected to be incurred in connection with the distribution of Net Sale Proceeds, and surcharges approved and authorized pursuant to section 506(c). Net Sale Proceeds includes “Excluded Cash” as defined in the Asset Purchase Agreement.

Bidding Procedures and the Stalking Horse Bidder

• The Bankruptcy Court entered the Bid Procedures Order on May 27, 2026 (Docket No. 225), which authorized the Debtor to designate a Stalking Horse Bidder and enter into a Stalking Horse Agreement, subject to the procedures and notice requirements set forth therein. A complete copy of the Bid Procedures is annexed to that order.
• The Bid Procedures Order established the following Court-approved dates as of the filing of the Plan, subject to the Debtor’s right to modify them on notice under the Bid Procedures Order; interim dates not listed were to be established at a status conference:
  • June 8, 2026 — deadline to file the Assumption and Assignment Notice; deadline to submit a Stalking Horse Bid; deadline to designate the Stalking Horse Bidder if selected by the Debtor; and deadline for the Debtor to file a combined Plan and Disclosure Statement.
  • June 22, 2026 — deadline to object to the Stalking Horse Bidder designation.
  • Cure/Assignment Objection Deadline — listed as “TBD” in the Bid Procedures Order schedule, but fixed at June 22, 2026, in § 6.01(b) of the Plan.
  • July 17, 2026 — deadline to submit Qualified Bids.
  • July 20, 2026 — Adequate Assurance Objection Deadline.
  • July 24, 2026 — auction, as necessary.
  • Promptly after the auction — deadline to file the Notice of Successful Bidder and Backup Bidder(s).
  • July 27, 2026 — deadline for the Debtor to file a motion to appoint a consumer privacy ombudsman, if necessary.
  • July 31, 2026 — deadline to object to Plan confirmation.
  • Aug. 14, 2026 — confirmation hearing.
• The Debtor selected Glenwood Mountain LLC as the Stalking Horse Bidder on June 8, 2026, following a competitive process in which more than one offer to serve as stalking horse was received.
  • The Stalking Horse Bid reflects improvements to the offers available just one week earlier, and was determined by the Debtor in its business judgment to be the highest and best bid, subject to any better bids.
  • Glenwood Mountain LLC is a newly formed entity organized for the purpose of acquiring and operating the Park. It has no prior connection with the Debtor and is not an insider of the Debtor, nor is it associated with one.
  • The Stalking Horse Bidder is owned and operated by Jeff Crivello, founder of TREW Capital Management, a business focused on special hospitality situations in the public and private markets. Crivello also founded Ciao Hospitality Group LLC, which owns and operates the Cowboy Jack’s and Sally’s Saloon brands, and Rubio’s Restaurant Group LLC, which owns and operates the Rubio’s brand, for a total of 80 locations. Crivello previously spent five years as CEO of BBQ Holdings Inc. (Nasdaq: BBQ), an international owner, operator and franchisor of restaurants, and five years as a member of its board of directors. The Debtor states that Crivello and his entities are experienced distressed investors that have participated in bankruptcy acquisitions, and that this experience combined with hospitality and entertainment experience made the Park a logical acquisition.
• The Debtor was authorized, but not required, to provide a non-insider Stalking Horse Bidder a break-up fee and expense reimbursement in an aggregate amount not to exceed 3% of the purchase price under the Stalking Horse Agreement in the event the Debtor selects another bidder at auction. The Debtor has agreed to a break-up fee of 3% of the Purchase Price.
• To participate in the bidding process, a potential bidder should deliver an executed confidentiality and non-disclosure agreement acceptable to the Debtor; only such parties are eligible to access the electronic data room and additional non-public information. Potential bidders are prohibited from communicating among themselves without the Debtor’s prior written consent, and the Debtor reserves the right to disqualify any bidder that violates the prohibition.
• To participate in the auction, a potential bidder must submit a written, irrevocable and binding bid satisfying the Bid Requirements, including, among other things:
  • A clearly stated purchase price, with the source of consideration confirmed and not subject to any contingencies, including a detailed sources and uses schedule.
  • A cash deposit equal to 10% of the purchase price (the “Good Faith Deposit”).
  • Committed financing that is unconditional and not subject to internal approvals, syndication requirements or further diligence.
  • A markup of the as-filed Plan or a draft asset purchase agreement, including exhibits and schedules.
  • No contingencies, including financing, board approval or due diligence contingencies.
  • Adequate assurance information demonstrating financial ability to consummate the transaction.
  • Submission to the jurisdiction of the Bankruptcy Court and waiver of jury trial rights in connection with any disputes.
  • A written acknowledgment that the bidder has had the opportunity to conduct due diligence, has relied solely on its own independent review, and does not rely on any representations or warranties regarding the Debtor’s assets or equity except as stated in a plan markup.
• At a minimum, the purchase price must provide for payment of all priority and administrative expense claims and payment or assumption of the secured claim of the Prepetition Secured Lender. Only bids fulfilling all Bid Requirements may, in the Debtor’s discretion, be deemed Qualified Bids.
• Any bid submitted by a party other than the Stalking Horse Bidder must be sufficient to pay the Bid Protection and result in additional consideration to the estate of at least $100,000 above the Stalking Horse purchase price, after payment of the Bid Protection.
  • Other than the Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, break-up fee, topping fee, termination fee or similar payment, and by submitting a bid each bidder is deemed to have waived any such right, including under section 503(b).
• If one or more Qualified Bids other than a Stalking Horse Bid were received by the bid deadline, the Debtor was to conduct an auction on July 24, 2026, at the offices of Brownstein Hyatt Farber Schreck LLP, 675 15th Street, Suite 2900, Denver, or at such later time or other place as the Debtor determined, with virtual participation permitted and only Qualified Bidders (including any Stalking Horse Bidder) entitled to bid.
  • Bidding was to begin at the Starting Bid and proceed in minimum increments of $100,000 or such other amount as the Debtor determines in its sole discretion, continuing until the Debtor determines in its business judgment that one Qualified Bid is the highest or otherwise best bid and that further bidding is unlikely to result in a different outcome.
  • Each Qualified Bidder participating in the auction is required to confirm on the record that it has not engaged in any collusion with respect to the bidding or the transaction, and the auction shall be transcribed or recorded.
  • If no Qualified Bids other than the Stalking Horse Bid were received, the Debtor could cancel the auction and designate the Stalking Horse Bid as the Successful Bid, subject to certain procedural requirements in the Bid Procedures Order.
• Following the auction, the Debtor promptly filed a Notice of Successful Bidder identifying the Purchaser as the Successful Bidder, the amount and form of consideration to be paid, the liabilities to be assumed, and the potential assumed contracts to be assumed and assigned.
  • The notice will also identify the Backup Bidder — the Qualified Bidder with the second highest or otherwise best bid — which must keep its Qualified Bid open and irrevocable until the closing of the Successful Bidder’s transaction. If the Successful Bidder fails to consummate the transaction within the time permitted, the Backup Bidder will automatically be deemed to have submitted the Successful Bid and shall consummate the transaction as soon as commercially practicable without further order of the Court.
  • A Successful Bidder’s Good Faith Deposit will be credited to the purchase price upon consummation, or forfeited to and retained irrevocably by the Debtor if the Successful Bidder fails to consummate the transaction.
• In evaluating Qualified Bids, the Debtor will consider the following non-exclusive factors: the amount of the purchase price; the net economic effect upon the estate, taking into account the Bid Protection; the comparative favorability of the terms in the proposed plan markup or draft asset purchase agreement; the assets and liabilities excluded from the bid and any executory contracts or leases proposed to be assumed; any benefit to the estate from the assumption or waiver of liabilities; the certainty of the bid leading to a confirmed Plan; transaction structure and execution risk, including conditions to, timing of and certainty of closing, termination provisions, availability of financing and financial wherewithal, and required governmental or other approvals; and any other factors the Debtor may reasonably deem relevant in the exercise of its fiduciary duties.
• The Debtor reserves the right to modify the Bid Procedures in its business judgment and consistent with the exercise of its fiduciary duties.

Alternative Proposals

• If the Debtor accepts an alternative proposal for the purchase of assets, the provisions of § 3.01 of the Plan shall apply mutatis mutandis to the Successful Bidder, with references to the Purchaser meaning the alternative purchaser and references to the Asset Purchase Agreement meaning that of the Successful Bidder.
• If the Debtor accepts an alternative proposal for the investment of equity in the Reorganized Debtor, then:
  • The treatment of claims set forth in Article IV of the Plan, as modified by the alternative bid, shall bind the Reorganized Debtor and all creditors. The Reorganized Debtor shall be subject to the temporary injunction pursuant to Section 7.02 of the Plan, and the payment obligations set forth in Article IV shall be the Reorganized Debtor’s sole liabilities in respect of prepetition claims.
  • The proposed equity investor shall specify the amount of its committed investment and how much of the total investment will be available to pay the Class 3 creditors and how much will be retained as capital for the Reorganized Debtor. This total amount and allocation shall be filed as a modification to the Plan.
  • The executory contracts to be assumed and assigned pursuant to the Plan shall be assumed, but not assigned; all other provisions regarding executory contracts shall apply.
• If an alternative purchaser acquires substantially all of the assets of the Debtor or the equity in the Reorganized Debtor pursuant to the Plan, all as specifically set forth in the Asset Purchase Agreement, then a break-up fee of 3% of the Purchase Price is payable. (Section 3.02(C) states only that “it” shall be entitled to the fee; the section is captioned “Break-Up Fee to Stalking Horse Bidder,” indicating the Stalking Horse Bidder is the intended recipient.)
• The alternative proposal provisions shall apply to the Backup Bidder if the Successful Bidder fails to close for any reason and the Backup Bidder is the party with whom the Debtor elects to close. The Stalking Horse Bidder is eligible to be the Backup Bidder.

Classification and Treatment of Claims

• Unclassified claims:
  • Allowed Administrative Claims of the type specified in section 507(a)(2) shall receive cash equal to the allowed amount of such claim, or a lesser amount or different treatment as may be acceptable and agreed to by particular holders, paid in full on the effective date. Section 507(a)(2) administrative claims allowed by the Court after the effective date shall be paid upon allowance or as otherwise agreed.
  • Allowed Tax Claims of the type specified in section 507(a)(8) shall be paid on the effective date or in monthly payments over a period that does not exceed five years from the petition date, with the first monthly payment due on the last day of the first full month following the effective date. The Debtor shall have the option to accelerate payments without penalty.
  • The Plan also lists U.S. Trustee fees among unclassified obligations: all outstanding fees due under 28 U.S.C. § 1930(a)(6) are to be paid on the effective date, with quarterly fees paid thereafter until the case is closed, converted or dismissed.
• Class 1 — Secured Claim of the Prepetition Secured Lender (impaired, entitled to vote): The Class 1 Secured Claim, held by Community Banks of Colorado, a division of NBH Bank, totals $12,712,184.37 as of the petition date.
  • The Plan states the claim is comprised of “three secured notes” but then lists four [sic]: a promissory note dated March 23, 2018 in the principal amount of $7,215,000; an amended and restated promissory note dated Oct. 28, 2019 in the principal amount of $6,500,913.43; a promissory note dated April 4, 2016 in the principal amount of up to $400,000; and a promissory note dated March 23, 2022 in the principal amount of $3,000,000. The rate and amortization table that follows lists three loans. Each note is cross-collateralized and secured by substantially all of the Debtor’s assets, each with its own maturity date.
  • The notes are governed by a Third Amended and Restated Master Business Loan Agreement dated March 23, 2022, and secured by, among other documents, deeds of trust dated Oct. 20, 2006 and Oct. 24, 2025 in favor of the Public Trustee of Garfield County for the lender’s benefit, a commercial security agreement dated March 7, 2014, an assignment of rents dated Oct. 20, 2006, an assignment of reserve account dated Dec. 8, 2020, and an assignment of services agreement dated Dec. 8, 2020.
  • The Class 1 Claim shall be Allowed in the outstanding amount of the loan, calculated at the nondefault rate of interest, as of the effective date, estimated at $12,086,000. The holder shall retain its lien securing its claim to the same extent and with the same priority as its prepetition lien.
  • The claim shall be modified such that each note will have interest-only payments for the first twelve months after the effective date, with each note amortizing in equal monthly installments commencing in the first full month after the effective date through the respective maturity date:
    • Loan 4672-1, $5,458,504 as of July 12, 2026, at LIBOR/fallback SOFR plus 2.10% (5.37% fixed), maturing April 15, 2029, with remaining amortization estimated at 12.0 years.
    • Loan 1728-1, $4,169,989 as of July 12, 2026, at LIBOR/fallback SOFR plus 2.60% (4.51% fixed), maturing Oct. 15, 2029, with remaining amortization estimated at 8.9 years.
    • Loan 1447-1, $2,594,373 as of July 12, 2026, at a 3.60% fixed bank rate, maturing March 23, 2032, with remaining amortization estimated at 16.4 years.
  • Effective upon the closing of the Sale, the Purchaser shall assume the Class 1 Claim as set forth in amended and restated loan and security agreements and related documents to be agreed. In the event the Purchaser is an all-cash purchaser, the Class 1 claimant shall receive payment in full of its claim in cash on the effective date, but without default rate interest.
  • Due to the competitive nature of the HCF process, the treatment of the Class 1 Claim has not been negotiated between the Prepetition Secured Lender and the Stalking Horse Bidder. The Debtor reserves the right to modify the proposed treatment and provide proposed amended loan and security documentation in the Plan Supplement or as otherwise permitted pursuant to section 1127.
  • If a Successful Bidder other than the Stalking Horse Bidder is selected after the voting deadline, the holder of the Class 1 Claim may change its vote on the Plan based upon the identity and its assessment of the strength of the Successful Bidder.
  • Expected recovery: 100% of its prepetition claim plus post-petition interest at the nondefault rate.
• Class 2 — Estifanos Claim (impaired, entitled to vote): Class 2 consists of Disputed Unsecured Claims held by the Estifanos in connection with the State Court Judgment.
  • Holders shall receive all Net Sale Proceeds after payment of: (a) the Class 1 Claim, if the sale is for cash and not assumption of debt; (b) unclassified claims payable pursuant to § 4.02; (c) the 10% payment to Class 3 creditors provided in § 4.06(i); (d) $100,000 to the Litigation Trust; and (e) a $250,000 reserve for wind-down of the Debtor and the closing of the case.
  • Holders shall also receive Net Litigation Trust Proceeds, including payment on the Debtor’s applicable liability insurance policies.
  • The Class 2 Claim, including the State Court Judgment (subject to appeal and further proceedings), shall be preserved, but holders’ sole recourse shall be against the distribution of Net Sale Proceeds and Net Litigation Proceeds as provided in the Plan.
  • Except as may result from distribution of Net Litigation Proceeds, a Class 2 claimant shall not receive a greater amount than its Allowed Claim plus interest at the federal judgment rate as of the effective date, or such higher rate as is necessary to comply with section 1129(b), calculated from the petition date to the date of payment.
  • Until the judgment is fully resolved on appeal or remand, or the claim is otherwise settled or resolved, distributions will be held in the Disputed Claims Reserve. Distribution of Net Sale Proceeds to the reserve will occur after the amounts described above have been fixed and paid.
  • Expected recovery: assuming the Park is sold pursuant to the Asset Purchase Agreement and the Debtor performs in accordance with its projections through the effective date, the Debtor estimates the Class 2 claimant shall receive $4,394,000 in Net Sale Proceeds, plus the amount of insurance previously tendered of approximately $7,000,000, for a total anticipated recovery of $11,394,000, or 9.5% of the Disputed Class 2 Claim amount. The recovery would be increased by any further recoveries from Net Litigation Proceeds.
• Class 3 — Other General Unsecured Claims (impaired, entitled to vote):
  • Holders shall receive 10% of the Allowed Amount of their claims in cash within 30 days after the effective date.
  • The Purchaser reserves the right, in its sole discretion, after the effective date, to negotiate additional compensation with specific creditors that continue to provide goods and services and trade credit to the Purchaser or Reorganized Debtor.
  • If the Debtor proves to be solvent, holders shall receive, in one or more distributions, the full Allowed Amount of their claims plus interest at the federal judgment rate as of the effective date, calculated from the petition date to the date of payment.
  • Expected recovery: 10% of Allowed Claim.
• Class 4 — Interest of GCAP Holdco (impaired, deemed to reject): The equity interest held by GCAP Holdco shall be cancelled and the holder shall receive no distribution unless all Allowed Claims have been paid in full pursuant to the terms of the Plan.
• If any class fails to accept the Plan in accordance with section 1126(c), the Court may confirm the Plan under section 1129(b) on the basis that the Plan is fair and equitable and does not discriminate unfairly with respect to any non-accepting, impaired class.

Means for Implementation

• On the effective date, GCAP Holdco will return all cash — less a $25,000 wind-down reserve — to the Debtor for distribution in accordance with the terms of the Plan, and in full satisfaction of any liability GCAP Holdco may have to the Debtor. The Debtor estimates the funds to be approximately $1 million.
• Distributions will be made on account of Allowed Claims. Where a claim objection is pending, a judgment establishing a claim is not subject to a Final Order, or a claim is otherwise Disputed and not yet Allowed, the distribution that would have been made will be held in a segregated interest-bearing bank account in the name of the Reorganized Debtor until the claim is Allowed or disallowed.
  • The only known Disputed Claim is the Class 2 Claim. Once all appeals are completed, the Reorganized Debtor shall promptly make distribution to the holders of the Class 2 Claim in the Allowed amount. Any excess funds remaining shall be distributed pro rata to holders of Class 3 Claims until paid in full, with any remainder to the Class 4 equity interest.
• After the effective date, the Debtor shall be responsible for resolving and paying administrative expense claims; forming and funding the Litigation Trust; pursuing the appeal of the State Court Judgment or settlement thereof; making payments required under Article IV; commencing objections to claims on or prior to the Claims Objection Deadline of 180 days after the effective date, or such later date as may be ordered by the Bankruptcy Court, and prosecuting, settling or abandoning such objections in its sole discretion without the need for Bankruptcy Court approval; administering the Disputed Claims Reserve; disposing of any remaining assets; obtaining a Final Decree; and other matters necessary and appropriate to perform under the Plan, wind up and dissolve the Debtor, and comply with applicable laws.
  • To the extent the Debtor has any excess funds after completion of all Plan requirements and dissolution, and payment of related expenses and taxes, the Debtor shall pay them to the Litigation Trust.
• The Reorganized Debtor shall be managed by Paul D. Maniscalco, subject to the terms of the Plan and direction of GCAP Holdco to the extent consistent with the Plan. On the effective date, Maniscalco shall cease to be Chief Restructuring Officer and instead become Chief Wind-Down Officer, with compensation of $650 per hour subject to a limit of $15,000 each calendar month. The Reorganized Debtor may retain and compensate attorneys, accountants or other professionals as necessary.
• All applications for allowance and payment of administrative claims, including professional fees, must be filed within 60 days following the confirmation date. Holders that do not timely request payment shall be forever barred, estopped and enjoined from asserting such claims against the Debtor or its property, and such claims shall be deemed satisfied, settled and released as of the effective date.
• The Debtor is authorized and directed to execute such documents as necessary to effectuate the Plan, and the Confirmation Order shall constitute evidence of corporate authority for Paul D. Maniscalco.

Litigation Trust

• On the effective date, the Debtor and the Litigation Trustee shall execute the Litigation Trust Agreement and take all other necessary steps to establish the Litigation Trust, which shall be established for the sole benefit of the Class 2 creditors and for the sole purpose of pursuing the Litigation Trust Cause of Action and distributing any Net Litigation Trust Proceeds, with no objective to continue or engage in the pursuit of a trade or business.
  • The Litigation Trust Cause of Action is limited to all contractual rights and the potential cause of action for extra-contractual liability against NOVA for bad faith under applicable state law. It shall be fully transferred to the Litigation Trust as of the effective date; any Cause of Action not transferred shall be extinguished and not preserved.
  • In the event of a conflict between the Trust Agreement and the Plan, the Trust Agreement shall be the controlling document.
  • Notwithstanding Section 7.02 of the Plan, the judgment shall remain in effect, subject to reversal or modification on appeal or subsequent proceedings, and remain valid against the Litigation Trust, subject to the terms of the Litigation Trust Agreement.
  • The Litigation Trust shall be funded with $100,000 from the Debtor on the effective date.
• The Litigation Trustee shall be Joli A. Lofstedt, a long-time bankruptcy practitioner and qualified panel Chapter 7 trustee and Subchapter V trustee in the District of Colorado, currently practicing at Onsager Fletcher Johnson Palmer LLC.
  • Lofstedt graduated from the University of Colorado School of Law with a Juris Doctor degree, Order of the Coif, in 1992, became an associate attorney with Gibson, Dunn & Crutcher focusing on corporate and bankruptcy practice, and joined bankruptcy boutique Connolly & Halloran in 1995. A Chapter 7 trustee since 2009, Lofstedt regularly manages litigation, liquidates assets and resolves claims, and was recently successful as plaintiff in a trial on a bad faith insurance claim in the District Court, City and County of Denver.
  • The Litigation Trustee shall have authority to sue, settle or abandon claims in their discretion, and may retain any professionals necessary to meet the obligations of the Litigation Trust without the need for Court approval.
  • Solely in connection with pursuit of the Litigation Trust Cause of Action, the Litigation Trustee shall have authority pursuant to Bankruptcy Rule 2004 to subpoena the Debtor’s files and obtain witness testimony from the Debtor’s management, provided that the Litigation Trustee shall not be entitled to any privileged information or materials until after the State Court Litigation is finally resolved.
  • Compensation shall be $450 per hour plus expenses, as set forth in the Litigation Trust Agreement.
  • Pursuant to section 108(a), the statute of limitations for any cause of action held by the Debtor as of the petition date is extended through the later of the limitations period under applicable law or two years after the petition date, i.e., Feb. 9, 2028.

Causes of Action and Derivative Standing Demands

• On May 13, 2026, counsel for the Estifanos transmitted a demand that the Debtor investigate and pursue four separate lawsuits, or assign the underlying alleged claims to the Estifanos for pursuit. One alleged claim is assigned to the Litigation Trust under the Plan; one, determined to lack colorable basis, is not assigned and the Debtor intends to take no further action; and the other two, which are more recent and involve insiders of the Debtor, are the subject of ongoing evaluation by GCAP Holdco as to appropriate steps to investigate.
• Bad faith claim against NOVA — assigned to the Litigation Trust for the benefit of the Estifanos as Class 2 creditors:
  • At the time of the incident, the Debtor had comprehensive general liability insurance through NOVA with policy limits of $5 million. With adjustments for prejudgment interest, the policy terms currently cover between $7 million and $7.5 million of the Debtor’s liability for the State Court Judgment.
  • Counsel for the Estifanos allege the Debtor holds a claim for bad faith against NOVA under Colorado law, under which a liability carrier may not unreasonably refuse to settle its insured’s liability within policy limits. If NOVA is deemed to have acted in bad faith, it may be liable to the Debtor for the amount by which the ultimate judgment exceeded the policy limits, and in certain circumstances for punitive damages.
  • The gravamen of the potential claim is that NOVA could have settled the claim asserted by the Estifanos for its full $5 million policy limits but failed to do so.
• Malpractice claim against trial counsel — not assigned under the Plan:
  • The Debtor believes such a claim lacks a colorable basis and would be affirmatively injurious to its ongoing defense on appeal and any remand. Meeting the demand would require termination of the existing attorney-client relationship, directly interfering with the Debtor’s continuing defense and prosecution of the appeal, and could jeopardize the Debtor’s duty to cooperate with NOVA, a requirement of insurance coverage.
  • The only specific basis alleged is trial counsel’s concurrent representation of the Debtor and its two employees who were additionally named as defendants; the demand contains no explanation of how such representation, not uncommon in trial settings, violated the standard of care, and at no time did the Estifanos’ lawyers seek disqualification of trial counsel.
  • The Estifanos do not explain a theory of damages. Colorado law requires a legal malpractice plaintiff to prove a “case within a case” — that the attorney’s conduct fell below the standard of care and brought about a different result than should have been obtained (Bebo Constr. Co. v. Mattox & O’Brien, P.C., 990 P.2d 78, 83 (Colo. 1999)). Applied here, a malpractice suit on this basis would require a finding that the amount of the State Court Judgment was higher than it otherwise should have been, and the Estifanos make no such contention. Any theory of damages would also have to account for the Debtor’s vicarious liability for the acts of the same employees the Estifanos contend should have been separately represented. The Debtor characterizes a demand by an opposing party that it not only terminate but sue its own lawyers as apparently unprecedented.
• Claims against directors for alleged failure to obtain adequate insurance — under evaluation:
  • The May 13, 2026, demand was the first time the Estifanos raised this issue, notwithstanding that the amount of insurance had been known to them for years prior to the petition date and had been the subject of discovery and disclosure in the State Court Litigation, and that they had previously informed the Court of their intent to seek derivative standing regarding the alleged malpractice and insurance bad faith claims. No demand regarding alleged claims against directors or management was made prior to May 13, three weeks before the filing of the combined Plan and Disclosure Statement, and the demand was made immediately after venue was transferred to Colorado, prior to the initial status conference.
  • The Debtor notes that the case was originally filed in Delaware, where the judge could be presumed to have increased familiarity with Delaware law, and that case law cited by the Estifanos in support of their own venue-transfer motion — Hechinger Liquidation Trust v. Fox (In re Hechinger Inv. Co. of Delaware, Inc.), 296 B.R. 323, 325 (Bankr. D. Del. 2003) — treats the presiding judge’s familiarity with relevant state law as a factor in the transfer determination. The Debtor contends Judge Silverstein’s presumed familiarity with Delaware corporate law would have leaned against transfer had the demand been disclosed sooner.
  • The Debtor is not managed by directors; it is managed by GCAP Holdco, which in turn is managed by a board. Both the Debtor and GCAP Holdco are formed under Delaware law, and Delaware law governs all relevant substantive principles.
  • Among the issues the investigation will consider is whether the alleged claims remain viable in light of Delaware’s statute of limitations, which appears to be three years; the relevant procurement of insurance took place five years ago and the accident took place in September 2021, more than four years ago.
  • Amusement parks in Colorado are subject to oversight and regulation by the Division of Oil and Public Safety under 7 CCR 1101-12, and the Debtor submits to annual ride inspections, with a Certificate of Inspection submitted by each ride inspector, and must confirm annually that it has obtained adequate insurance. Article 2, Section 2-1(A) requires coverage of not less than $100,000 per occurrence with a $300,000 annual aggregate for Class A amusement rides, and not less than $1 million per occurrence for Class B amusement rides. The Debtor had $5 million of liability coverage in place, all of which is available to satisfy its liability to the Estifanos — five times the required amount — and obtains a Certificate of Insurance each year.
  • To the extent not the subject of regulation, procurement of insurance is committed to the business judgment of management; in 2021 the Park’s line administration made the required determinations in accordance with longstanding practice. The investigation will consider insurance procurement decisions in light of the broad standards of Delaware’s business judgment rule.
  • The Debtor notes that the allegation of insufficient insurance is directly contradictory to the bad faith allegation, the factual predicate of which is that the matter could have been settled within existing policy limits.
• Alleged fraudulent transfer claim against Steve Beckley and Off Road — under consideration:
  • The Estifanos demand that the Debtor pursue or assign a potential fraudulent transfer claim against Steve Beckley and Off Road for approximately $2 million allegedly transferred during trial. Such claims could arise under section 548 and applicable state law for a transfer made with actual intent to hinder, delay or defraud creditors, or made while the Debtor was insolvent and for which it did not receive reasonably equivalent value. The Debtor’s books and records show no transfers to Beckley or Off Road during that period.
  • Instead, on Sept. 15, 2025, the Debtor transferred $1,613,660.01 to GCAP Holdco, with no evidence that the transfer was prompted by the trial or otherwise motivated by an improper purpose. On Oct. 24, 2025, GCAP Holdco returned $600,000 to the Debtor; it did not distribute the remainder and currently holds a cash balance of approximately $1 million, which is to be returned to the Debtor upon the effective date and available, indirectly, for payment to the Estifanos. The Debtor is also considering the extent to which further investigation is warranted.

Executory Contracts

• On the effective date, the Debtor assumes and assigns to the Purchaser those executory contracts with proposed cure amounts provided by the Successful Bidder. Upon transfer, the Purchaser shall have all of the Debtor’s rights thereunder and each provision shall remain in full force and effect for the Purchaser’s benefit notwithstanding any provision in any such contract, lease or applicable law that prohibits, restricts or limits such assignment.
  • None of the Assigned Contracts and Assigned Leases may be terminated, or the rights of any party modified, including pursuant to any change-of-control clause, as a result of the Purchaser’s purchase of the Purchased Assets and assumption of the contracts and leases. Provisions that prohibit or condition assignment, or allow termination, recapture, penalties, conditions on renewal or extension, or modification upon assignment constitute unenforceable anti-assignment provisions that are void and of no force and effect.
  • All unexpired options to renew that can be exercised as of the date of the Plan are assigned to the Purchaser and can be validly exercised by it. There shall be no assignment fees, increases, rent-acceleration or any other fees or amounts charged to the Purchaser or the Debtor as a result of the assumption and assignment. All counterparties shall cooperate and expeditiously execute and deliver, upon the Purchaser’s reasonable request and without charge to the Purchaser, any instruments, applications, consents or other documents required to effectuate the transfers.
• Cure Costs to which no objections have been filed, or as to which the Debtor and the applicable counterparty have agreed, shall be paid by the Debtor from the Purchase Price on or as promptly after the closing as is practical. Disputed Cure Costs shall be paid from the proceeds of the Purchase Price as promptly as reasonably practical after determination by the Court.
  • Payment of Undisputed and Disputed Cure Costs shall discharge the Debtor’s and/or Purchaser’s obligation to cure defaults under section 365, effect a cure of all defaults existing as of assumption, and compensate or provide adequate assurance of prompt compensation to any non-debtor party for any actual pecuniary loss resulting from any default.
  • If a counterparty objection is unresolved prior to the closing date, the Debtor, with the Purchaser’s consent, may elect to (a) not assume and assign the contract, (b) postpone the assumption and assignment until resolution without delaying the closing, (c) if the objection relates solely to the Cure Cost amount, pay the undisputed portion at closing, reserve the disputed portion from the Purchase Price, and assume and assign at closing, or (d) proceed on such terms as are otherwise mutually agreeable. Under option (c), the counterparty’s recourse is limited to payment of the undisputed portion at closing and any portion of the Disputed Cure Costs to which it is entitled following resolution.
• Assumption and assignment procedures under the Bid Procedures Order include:
  • By June 8, 2026, the Debtor was to file the Assumption and Assignment Notice, or Cure Notice, identifying the potential Assigned Contracts on a Cure Schedule and serve it on all counterparties. The Cure Schedule must identify the potential Assigned Contracts and counterparties, list the proposed Cure Costs, state that assumption and assignment is not required or guaranteed, and inform counterparties of the objection requirements. Service does not constitute an admission that a contract is executory or that the Debtor is required to assume or assign it.
  • Cure Objections and Assignment Objections were due by June 22, 2026, and must be in writing, comply with the Bankruptcy Rules and any order governing case administration, state the nature of the objection with specificity (including the cure amount alleged owed, with supporting documentation), include complete contact information, and be filed with the Court and served on the Objection Notice Parties. The Debtor may modify the deadline for any counterparty upon consultation with the Stalking Horse Bidder or Successful Bidder by email confirmation.
  • Adequate Assurance Objections were due no later than July 20, 2026, prevailing Mountain Time.
  • The Objection Notice Parties are the U.S. Trustee for the District of Colorado, counsel to the Stalking Horse Bidder, and persons who have filed a request for notice pursuant to Bankruptcy Rule 2002.
  • A properly filed Contract Objection reserves the objecting party’s rights only with respect to the assumption and assignment or transfer of the contract at issue and/or the accompanying Cure Costs, and does not constitute an objection to the remaining relief requested.
  • Any Contract Objection unresolved after the confirmation hearing shall be heard at such later date as agreed by the parties or fixed by the Court. A contract subject to an unresolved objection shall be assumed and assigned only upon satisfactory resolution, to be determined in the Successful Bidder’s reasonable discretion, or may be conditionally assumed and assigned subject to the Successful Bidder’s consent pending resolution after notice and a hearing. If not satisfactorily resolved, the Successful Bidder may determine the contract should not be an Assigned Contract, in which case it will not be responsible for any Cure Costs.
  • Where an objection is solely a Cure Dispute, the contract may be assumed and assigned provided the asserted cure amount (or such lower amount as agreed) is deposited in a segregated account by the Debtor pending adjudication or consensual resolution.
  • The Debtor may file a Supplemental Cure Notice at any time before closing, after consultation with the Successful Bidder, to add previously omitted contracts or modify a previously filed Cure Notice, including previously stated Cure Costs. Supplemental objections must satisfy the same content requirements and be filed by 5 p.m. prevailing Mountain Time on the later of seven days following service of the Supplemental Cure Notice and the Cure/Assignment Objection Deadline.
  • Absent a timely objection, and absent a subsequent order establishing an alternative cure amount, the Cure Costs set forth in the Cure Notice or Supplemental Cure Notice shall be controlling notwithstanding anything to the contrary in the contract, and the counterparty will be deemed to have consented to the assumption, assignment or transfer and forever barred from objecting or asserting any other claims related to such contracts against the Debtor or the Successful Bidder. If a Supplemental Cure/Assignment Objection is properly filed and cannot be consensually resolved, the Debtor shall seek an expedited hearing to determine Cure Costs and approve the assumption or transfer; if no such objection is filed, the Confirmation Order fixes the Cure Costs and approves the assumption and assignment.
• Any executory contract or unexpired lease that has not expired by its own terms on or prior to the effective date and that has not been assumed, assigned or rejected with Court approval, is not identified as an assumed contract, or is not the subject of a pending motion to assume as of the effective date, shall be deemed rejected. Any rejection claim must be filed no later than 30 days after the effective date and shall be treated as a Class 3 Claim to the extent Allowed. The Confirmation Order constitutes Court approval of the assumptions and rejections described in the Plan under sections 365 and 1123.

Releases, Exculpation and Injunction

• Debtor release: As of the effective date, pursuant to section 1123(b), each Released Party is deemed released and discharged by the Debtor, the Reorganized Debtor and the Estate, and any entity seeking to exercise their rights, from any and all claims, obligations, suits, judgments, damages, demands, debts, remedies, causes of action, rights of setoff, other rights and liabilities whatsoever — including derivative claims — based on or relating to the Debtor, the conduct of the Debtor’s business, any act or omission in the capacity as an officer or director, the in-court or out-of-court restructuring efforts, the formulation and filing of the Plan and Asset Purchase Agreement, the filing and prosecution of the Chapter 11 Case, and any other act or omission taking place before the effective date.
  • “Released Party” means (i) the Debtor, its officers, directors, managers, members and Professionals; and (ii) the Purchaser, its officers, directors, managers, members and Professionals, provided that any person included in both clauses shall only be a Released Party under clause (ii).
  • Entry of the Confirmation Order shall constitute the Court’s approval of the releases pursuant to Bankruptcy Rule 9019, and its finding that the releases are given in exchange for good and valuable consideration, constitute a good faith settlement and compromise, are in the best interest of the Debtor and the Estate, are fair, equitable and reasonable, are given after due notice and opportunity for hearing, and bar any entity from asserting any claim or cause of action released.
• Exculpation: No Exculpated Party shall have or incur any liability for any Exculpated Claim, except for gross negligence, willful misconduct or fraud to the extent such duty is imposed by applicable non-bankruptcy law. The Debtor and its directors, officers, advisors and attorneys are further deemed, upon entry of the Confirmation Order, to have participated in good faith and in compliance with the Bankruptcy Code and applicable non-bankruptcy law with regard to solicitation and distribution of the Plan, and shall not be liable at any time for violation of any law, rule or regulation governing the solicitation of acceptances or rejections or such distributions.
  • “Exculpated Parties” are the Debtor; the Debtor’s managers, members, officers and directors who served or were employed during the Chapter 11 Case; the Purchaser; the Purchaser’s Representatives; any professional retained by the foregoing; and their respective successors and assigns, exculpated solely for actions taken during the Exculpation Period, which runs from the petition date to the effective date.
  • Exculpated Claims exclude claims arising from fraud, willful misconduct or gross negligence, and any claim the waiver of which would violate the Colorado Rules of Professional Conduct.
• Temporary injunction: The injunction is effective on and after the effective date through the date upon which all remaining property of the estate has been liquidated and distributed and the Plan has been fully administered. Pursuant to sections 1141(a), (c) and (d) and section 524, the distributions, rights and treatment provided in the Plan shall be in satisfaction of claims, interests and causes of action of any nature whatsoever against the Debtor, the Estate or any of their assets, whether known or unknown, regardless of whether a proof of claim was filed, whether the claim is Allowed, or whether the holder accepted the Plan.
  • On the effective date, all property of the Estate shall vest in the Debtor free and clear of all claims and interests of any person or entity, subject to the effective date occurring.
  • Notably, the modifications reflected in the Aug. 21, 2026, version of the Plan replaced the prior discharge construct with the temporary injunction described above. The redline filed with the Plan (Docket No. 457-2) shows Section 7.02 retitled from “Discharge” to “Temporary Injunction”; the deletion of language making the Confirmation Order “a judicial determination of the complete and full discharge of all Claims and Interests” and of the corresponding discharge language on vesting; the change from “complete satisfaction, discharge, and release” to “satisfaction”; the deletion from Section 10.05 of “The Debtor shall receive a discharge on the Effective Date”; the substitution in Section 3.02(B)(1) of the temporary injunction for the Reorganized Debtor’s discharge; and the corresponding change in Section 5.03(iv) from “Notwithstanding the Debtor’s discharge” to “Notwithstanding Section 7.02.” The redline also narrows Section 7.01 by striking exculpation for any “obligation” or “Cause of Action” beyond an Exculpated Claim. The comparison reports 46 total changes.

Conditions to Confirmation and Effectiveness

• Condition precedent to confirmation: the Bankruptcy Court shall have entered an order confirming the Plan and finding that it satisfies the requirements of section 1129.
• Conditions precedent to the effective date include that the Confirmation Order shall have been entered and shall not be subject to a stay, and shall not have been reversed, vacated or modified inconsistent with the transactions provided in the Plan, and that the conditions precedent to the parties’ obligations under the Asset Purchase Agreement shall have been satisfied or waived.
• The Effective Date is the first business day after the date on which all conditions in Article VIII have been satisfied or waived and no stay of the Confirmation Order is in effect. The Debtor shall promptly file a Notice of Effective Date thereafter.

Voting and Confirmation

• The voting deadline is July 31, 2026, at 4 p.m. prevailing Mountain Time, unless extended by the Debtor. Section 1.98 of the Plan defines the deadline as the date and time by which ballots must be received by the Voting Agent, Epiq Corporate Restructuring, LLC, in order to be counted, as set forth by the Solicitation Procedures Order. The Plan’s cover page separately directs that, to be counted, the Debtor’s counsel, Brownstein Hyatt Farber Schreck, LLP, at 675 15th Street, Suite 2900, Denver, CO 80202, must actually receive the ballot on or before the deadline.
• Section 1129(a) requirements for confirmation include that the Plan comply with applicable provisions of the Bankruptcy Code, that the Plan Proponent comply with the provisions governing solicitation of votes, that the Plan was proposed in good faith, that certain compensation be subject to Court approval, that certain roles of management of the reorganized debtor be disclosed and in the interest of creditors, that the Plan provide non-accepting creditors at least as much as they would receive in a Chapter 7 liquidation, and that the Plan be feasible.
• Voting is by class pursuant to section 1126. Section 11.02 of the Plan states that a class of creditors is deemed to have accepted if “at least half in number and two-thirds in dollar amount” of the class that voted have voted to accept [section 1126(c) requires more than one-half in number].
• Feasibility: Park operations have historically generated sufficient cash to service the bank debt, and projections for 2026 and beyond show an expectation of attendance and positive cash flow sufficient to pay the Class 1 Claim as restructured. The Reorganized Debtor or Purchaser will have no other substantial financial obligations under the Plan.
• Best interests test: The Debtor believes Class 2 and Class 3 creditors would receive less than 1% in a Chapter 7 liquidation. A liquidation analysis is attached as Exhibit 3.
  • A Chapter 7 trustee would be statutorily unable to operate the Park absent specific Bankruptcy Court authorization, and the Debtor believes a trustee would as a practical matter be entirely unable to operate the Park even if such authority were sought.
  • Once the Park ceases to operate, the Debtor believes its assets will lose significant value: goodwill would disappear and miscellaneous personal property would have de minimis value, leaving the real estate, improvements and fixtures as the primary physical assets.
  • The real estate has little identifiable or feasible other use. It is accessible only by gondola or a service road with as much as a 14% grade, which would require significant additional expenditure — with cost estimates from $3 million to $5 million — to reduce the steep grade and make it fit for a different use. Nearby real estate has not readily sold.
  • The rides were specially built for the Park and would have no usable or salable value to another amusement park; they would require disassembly and removal from the mountainside at significant expense, borne by the Chapter 7 estate or taken into account by any purchaser of the real estate, resulting in a material reduction to the purchase price.
  • The Debtor does not have a current appraisal of the real estate; previous appraisals selected the highest and best use of the property as an operating amusement park. If the Debtor ceased operation, the Debtor believes the Prepetition Secured Lender would be unlikely to recover its full claim from the physical assets.
  • The sole unencumbered asset would be the cash returned from GCAP Holdco pursuant to the Plan; however, the Prepetition Secured Lender could be expected to cease consent to use of its cash collateral to pay administrative expenses, such that much or all of the $1 million may be consumed in administrative expenses.

Risk Factors

• The Debtor may not perform to projection. The estimated recovery for the Class 2 claimant assumes performance in accordance with projections, which are only an estimate of how the Debtor may perform until the effective date; if actual performance varies, recoveries will necessarily be affected.
• Parties in interest may object to the Debtor’s classification of claims and equity interests. While the Debtor believes its classification complies with section 1122, there can be no assurance the Bankruptcy Court will reach the same conclusion.
• The Debtor may object to the amount of a claim, and holders of claims subject to objection may not receive their expected share of estimated distributions.
• Unanticipated priority claims could reduce funds available to pay unsecured creditors dollar for dollar. The most significant variable would be administrative expenses and professional fees; the Estifanos have required an extraordinary amount of discovery, including 20,000 pages of discovery and at least eight depositions, which will drive professional fees to a much higher level than would be expected for a Chapter 11 case of this size.
• The Court may not confirm the Plan as projected, and the effective date may not occur.
• Prosecution of the Litigation Trust Causes of Action may not be successful. Litigation is inherently risky, and the Litigation Trustee may not obtain material or any proceeds, such that there may be little to no Net Litigation Trust Proceeds available for distribution to the Class 2 claimants.

Other Provisions

• The Court shall retain jurisdiction following confirmation for, among other purposes, determination of the allowability of claims upon objection; determination of requests for payment of claims entitled to priority under section 507(a)(2), including compensation of the parties entitled thereto; resolution of disputes regarding interpretation of the Plan; implementation of the Plan’s provisions and entry of orders in aid of consummation, including orders to protect the revested Debtor from action by creditors; modification of the Plan pursuant to section 1127; adjudication of causes of action brought by the Debtor, the Reorganized Debtor, a representative of the Estate or a trustee, or the revested Debtor exercising rights and powers under sections 542 through 549; and entry of a final decree.
• Pursuant to section 1146(a), the transfer of property shall not be subject to transfer or similar taxes. The Debtor retains all defenses and setoffs to claims asserted against it.
• To the extent not governed by the Bankruptcy Code or other federal law, the Plan shall be governed by the law of the State of Colorado, and shall be binding upon the Debtor, the Reorganized Debtor and any creditor affected by the Plan and their heirs, successors, assigns and legal representatives.
• Confirmation shall constitute a modification of any note or obligation for which specification and treatment is provided under the Plan, and any obligation or note previously in default shall be cured as modified as of the effective date, regardless of whether the Plan provides for the obligation to be evidenced by a rewritten loan or security document.
• From the confirmation date through the date all remaining property of the estate has been liquidated and distributed and the Plan fully administered, no creditor affected by the Plan shall have any relief to pursue any prepetition claim against the Debtor, and all such claims shall remain stayed as to collection other than through payments made pursuant to the Plan.
• The Debtor will make all payments required to the U.S. Trustee pursuant to 28 U.S.C. § 1930(a)(6) until the case is closed, converted or dismissed, with all outstanding payments paid on the effective date and quarterly fees paid thereafter. The Debtor will request entry of an order closing the case promptly after substantial consummation and the date all administrative claims are Allowed or disallowed.
• Notices under the Plan must be in writing and are deemed delivered when received. Notices to the Debtor go to Paul D. Maniscalco as Chief Wind-Down Officer at 51000 Two Rivers Plaza Road, Glenwood Springs, CO 81601, with a copy to Michael J. Pankow at Brownstein Hyatt Farber Schreck, LLP; notices to creditors go to the address on the filed proof of claim or, absent a filed claim, the address scheduled by the Debtor.
• The Plan attaches Exhibit 1-A (audited fiscal year 2024 financial statements), Exhibit 1-B (unaudited 2025 statements), Exhibit 1-C (unaudited 2026 statements through March), Exhibit 2 (Asset Purchase Agreement) and Exhibit 3 (liquidation analysis). The Aug. 21, 2026, filing states that Exhibits 1 A-C and 3 are unchanged from Docket Nos. 411-1 and 411-3 and that Exhibit 2 is unchanged from the version filed at Docket No. 419. The Plan is signed by Paul D. Maniscalco as Chief Restructuring Officer and dated Aug. 21, 2026.