Leisure Investments Holdings - DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• TRITON INVESTMENTS HOLDINGS LLC, as Borrower
• Leisure Investments Holdings LLC (as Intermediate Parent) and each Subsidiary Guarantor, as Guarantors

Agent / Lender(s)

• GLAS USA LLC, as Administrative Agent
• GLAS Americas, LLC, as Collateral Agent
• The financial institutions party to the DIP credit agreement from time to time, as DIP Lenders

DIP Commitments

• $54 million senior secured super-priority term loan facility comprised of:
  • $18 million new money term loan facility, available on an interim basis.
  • $36 million roll-up of Prepetition First Lien Secured Obligations, available upon entry of the final order.
• Amounts repaid or prepaid under the facility may not be reborrowed.
• The roll-up loans will be unwound and the underlying prepetition obligations reinstated to the extent the prepetition obligations are successfully challenged.

Cash Collateral

• The debtors are authorized to use cash collateral, defined as all of the debtors’ cash wherever located, excluding certain excluded accounts.

Interest Rate

• 11.0% per annum, payable in kind.
• Default Rate Increase: 2.0%.
• Interest at the default rate is not payable in kind.

Fees

• Upfront Fee: $200,000, payable in kind on the closing date.
• Agent Fees: As set forth in a separate Agent Fee Letter.
• The debtors are also required to pay all reasonable and documented fees, costs, and expenses of the DIP agent and DIP lenders.

Maturity

• The earliest to occur of:
  • Nine months after the petition date
  • July 23, 2025, if the final order has not been entered
  • The acceleration of the loans upon an event of default
  • The effective date of a chapter 11 plan
  • The consummation of a sale of all or substantially all of the debtors’ assets
  • Conversion of the cases to chapter 7
  • Dismissal of the cases
  • Appointment of a chapter 11 trustee or examiner

Milestones

• The DIP facility is subject to various case milestones, the failure to meet which constitutes a termination event. Key milestones include deadlines related to:
  • Retention of an investment banker and real estate advisor.
  • Filing of a bid procedures motion for the sale of all or substantially all of the debtors' assets.
  • Entry of a bid procedures order.
  • Separate sale processes, including bid deadlines, sale orders, and closing dates, for the debtors' Duck Key Operations, Italy Operations, Marineland Operations, and Panama City Property.

Carve Out

• The carve-out includes all statutory fees payable to the U.S. Trustee and the clerk of the court, as well as:
  • Chapter 7 Trustee Fee: $50,000
  • Allowed and unpaid fees and expenses of professionals for the debtors and any statutory committee incurred prior to a Carve-Out Trigger Notice, with the committee portion capped at $500,000 in aggregate.
• Post Carve-Out Trigger Notice Cap: $300,000 for allowed fees and expenses of debtor and committee professionals incurred after delivery of a trigger notice.

Use of Proceeds

• Fund working capital and general corporate needs
• Pay costs of administering the chapter 11 cases, including professional fees and funding the carve-out
• Pay for the care and welfare of animals
• Make adequate protection payments

Avoidance Actions

• Upon entry of the final order, the DIP collateral will include the proceeds of any avoidance actions.

Challenge Period and Budget

• The deadline to bring a challenge is 75 days from the entry of the first interim order.
  • If a trustee is appointed during the challenge period, the deadline for the trustee is extended to the later of the original deadline or 20 days after the appointment.
• A committee may use up to $50,000 in DIP proceeds or cash collateral for the investigation of, but not the litigation of, any potential challenges against the prepetition first lien secured parties.

Securities and Priorities

• The DIP obligations are granted superpriority administrative expense claims against each debtor, subject only to the carve-out.
• The DIP lenders are granted perfected liens on and security interests in all of the debtors’ prepetition and postpetition assets (the "DIP Collateral"), subject to the carve-out, with the following priorities:
  • Senior priming liens on all prepetition collateral, senior to the prepetition first and second lien obligations.
  • Liens are junior only to valid, perfected, and non-avoidable prepetition prior liens.
  • Upon entry of the final order, liens will attach to the proceeds of avoidance actions.

Adequate Protection

Prepetition First Lien Secured Parties

• Allowed superpriority administrative expense claims, junior to the DIP superpriority claims and the carve-out.
• Postpetition replacement liens on all DIP collateral, junior to the DIP liens and prepetition prior liens.
• Payment of reasonable and documented fees and out-of-pocket expenses, including professional fees.
• Receipt of all financial reporting provided to the DIP lenders.

Prepetition Second Lien Secured Parties

• Allowed superpriority administrative expense claims, junior to the DIP superpriority claims, the first lien adequate protection claims, and the carve-out.
• Postpetition replacement liens on all DIP collateral, junior to the DIP liens, prepetition prior liens, and the first lien replacement liens.
• Receipt of all financial reporting provided to the DIP lenders.

Waivers

• Subject to entry of the final order:
  • Section 506(c): The debtors waive their right to surcharge the DIP or prepetition collateral.
  • Section 552(b): The “equities of the case” exception shall not apply.
  • The equitable doctrine of “marshaling” shall not apply with respect to the DIP or prepetition collateral.

Permitted Variance

• Testing is conducted initially for the first full week, then on a trailing two-week basis for the following 10 weeks, and on a trailing one-week basis thereafter.
  • Total Operating Disbursements: May not exceed 110% of the budgeted amount for the applicable testing period.
  • Total Operating Receipts: May not be less than 90% of the budgeted amount for the applicable testing period.