SiFi Networks America - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• SiFi Networks America, LLC (federal tax identification number ending 7990), as Debtor and Borrower
• Service address: 103 Foulk Road, Suite 500, Wilmington, DE 19803

Agent / Lender(s)

• ArcLink Fiber LLC, as DIP Lender
• ArcLink Fiber LLC, as Prepetition Secured Noteholder under the Secured Promissory Term Note dated as of May 6, 2026 (the "Prepetition Secured Note Agreement")

DIP Commitments

• Senior secured superpriority financing, provided pursuant to a Debtor-in-Possession Delayed Draw Term Loan Promissory Note, consisting of:
  • $3,430,000.00 New Money DIP Loan (the "DIP Facility"):
    • $1,135,000.00 made available upon entry of the Interim Order
    • $2,295,000 available upon entry of the Final Order
  • A Roll-Up of the Prepetition Secured Indebtedness by the DIP Lender on a cashless basis:
    • Interim Roll-Up of $1,135,000.00, effective upon entry of the Interim Order
    • Final Roll-Up of $1,088,039.00, effective upon entry of the Final Order, plus (a) accrued and unpaid interest under the Prepetition Secured Note Agreement, including accrued and unpaid postpetition interest at the non-default rate from the Petition Date through the roll-up date, and (b) any and all unreimbursed costs, fees, and expenses of the Prepetition Secured Noteholder
• As of the Petition Date, the Prepetition Loan Party was indebted to the Prepetition Secured Noteholder in an aggregate principal amount of not less than $2,200,000.00, plus accrued but unpaid interest, fees, premiums, and other amounts (the "Prepetition Secured Indebtedness").
• The DIP Lender's willingness to make the DIP Loan is conditioned upon the Prepetition Secured Indebtedness being rolled up. Upon entry of the Final Order, the Roll-Up amount is automatically deemed funded on a cashless basis, constitutes a DIP Obligation, and satisfies and discharges an equal amount of Prepetition Secured Indebtedness. In the event of a successful Challenge, the Court may fashion an appropriate remedy with respect to the Roll-Up.

Cash Collateral

• The Debtor is authorized to use Cash Collateral (as defined in section 363(a) of the Bankruptcy Code) and all other Prepetition Collateral, solely in accordance with the terms of the Final Order.
• Cash Collateral consists of all of the Prepetition Loan Party's cash, including all cash proceeds of the Prepetition Collateral and the Prepetition Loan Party's banking, checking, or other deposit accounts (other than trust, escrow, and custodial funds held as of the Petition Date), whether held as of, or deposited after, the Petition Date.
• The Prepetition Secured Noteholder consents to the use of Cash Collateral, solely in accordance with and subject to the terms of the Final Order.

Fees

• The Debtor shall pay, on a non-refundable and irrevocable basis, all fees, costs, and expenses payable under the DIP Note Documents, including the reasonable and documented invoiced out-of-pocket fees, costs, and expenses of the DIP Lender and the documented fees and expenses of its counsel, Clifford Chance US LLP and Young Conaway Stargatt & Taylor, LLP (the "Lender's Expenses").
• Invoices reflecting the Lender's Expenses are served by email on the Debtor, the U.S. Trustee, and counsel to the Committee (the "Fee Notice Parties"), who have ten calendar days to review and assert objections. Undisputed amounts are promptly paid by the Debtor; disputed amounts are withheld until resolved by the parties or the Court.
• Indemnification: The Debtor will indemnify and hold harmless the DIP Lender and its affiliates, officers, directors, employees, advisors, and agents (each an "Indemnitee") against losses, claims, damages, liabilities, or expenses incurred in respect of the financing, except to the extent found by final, non-appealable judgment to arise from the relevant Indemnitee's gross negligence, bad faith, or willful misconduct. The indemnity is also unavailable to the extent arising from (a) a material breach by such Indemnitee of its obligations under the DIP Note Documents, or (b) a loss brought by one Indemnitee against another Indemnitee that does not involve an act or omission of the Debtor (other than claims against an Indemnitee in its role as DIP Lender). In addition, the Debtor shall not indemnify any Indemnitee for costs incurred in connection with a successful Challenge.

Maturity

• The occurrence and continuance of any Event of Default under the DIP Note Documents constitutes a "DIP Termination Event" (the date thereof, the "DIP Termination Date"), unless waived in writing by the DIP Lender.
• On the DIP Termination Date, the maturity of the DIP Facility is accelerated (with payments on the DIP Facility remaining subject to the payment-subordination provisions in favor of the Prepetition Secured Noteholder) and, subject to the Carve-Out, the Debtor's right to use Cash Collateral automatically terminates.

Milestones

• No later than 34 days after the Petition Date, the Debtor shall obtain entry of the Final Order and an order approving the Bidding Procedures, each acceptable to the DIP Lender.
• No later than 63 days after the Petition Date, the Debtor shall obtain an order approving the sale of substantially all of the Debtor's assets and/or equity, acceptable to the DIP Lender.
• Unless waived or modified by the DIP Lender, failure to meet any Milestone by its deadline constitutes an Event of Default and a DIP Termination Event.

Cash Collateral Termination Events

• The Debtor's right to use Cash Collateral terminates on the earliest to occur of the following (subject to a five-business-day cure period for events capable of being cured):
  • Dismissal or conversion of the Case to chapter 7, or appointment of a chapter 11 trustee or examiner with expanded powers, in each case without the DIP Lender's consent
  • Entry of an order granting stay relief to allow a third party to foreclose against material assets of the Debtor with a fair market value exceeding $35,000
  • Entry of an order surcharging any DIP Collateral under section 506(c), or allowing an administrative expense claim with priority over or in parity with the DIP Superpriority Claims (subject to the Carve-Out and Permitted Prior Liens)
  • Entry of an order permitting the Debtor to obtain additional financing under section 364(d) from a party other than the DIP Lender, except where such financing pays the DIP Obligations in full, without consent
  • Entry of an order terminating or modifying the Debtor's exclusive right to file a chapter 11 plan under section 1121, without consent
  • The Debtor commencing or supporting a proceeding challenging the DIP Obligations or the DIP Liens, or materially impairing the DIP Lender's rights
  • The Debtor commencing or supporting a proceeding challenging the Prepetition Secured Indebtedness, the Prepetition Liens, the Adequate Protection Liens, or the Adequate Protection Superpriority Claims, or materially impairing the Prepetition Secured Noteholder's rights
  • The Debtor filing a plan of reorganization or liquidation not satisfactory to the DIP Lender
  • The Debtor filing a motion to settle a controversy or claim on account of the DIP Collateral without consent
  • The Debtor filing a motion to approve a section 363 sale of the DIP Collateral not reasonably acceptable to the DIP Lender
  • The Debtor's failure to execute and deliver documents reasonably requested to evidence or perfect the DIP Liens
  • The Debtor's failure to provide draft copies of material filings and to consult in advance in good faith with the DIP Lender
  • Imposition of any material, non-dischargeable monetary award, fine, penalty, or judgment against the Debtor
  • Any action seeking to challenge, prevent, or interfere with the DIP Lender's or the Prepetition Secured Noteholder's right to credit bid
  • Entry of an order granting a claim or lien pari passu with or senior to the Prepetition Liens, Adequate Protection Liens, or Adequate Protection Superpriority Claims, or reversing, staying (for more than five business days), vacating, or modifying the Final Order in a manner not acceptable to the DIP Lender
  • Entry of an order granting stay relief to any entity other than the Prepetition Secured Noteholder with respect to the Prepetition Collateral, without consent
  • The reversal or modification of the Roll-Up without the Prepetition Secured Noteholder's consent, or the Court's failure to approve the Roll-Up
  • The effective date of any confirmed chapter 11 plan for the Debtor
  • The date of dismissal of the Case
  • Entry of a subsequent order terminating the use of Cash Collateral or authorizing its use by any person other than the Debtor
  • The Debtor's failure to make any payment required under the Interim Order or Final Order when due
  • The Debtor's failure to deliver required documents or information when due, or a material misrepresentation therein
  • The occurrence of any Budget Covenant Default
  • Failure to use Loan proceeds in compliance with the Approved Budget and the Orders
  • The Debtor's failure to observe or perform any material terms of the Orders or the DIP Note Documents
  • The Debtor's designation of a successful bidder other than the DIP Lender or its designee
  • Entry of an order approving any debtor-in-possession financing other than the DIP Facility
  • The Debtor's failure to meet any Milestone, unless waived or extended by the DIP Lender in writing

Remedies

• Upon a DIP Termination Event, the DIP Lender delivers notice to counsel for the Debtor, the U.S. Trustee, and the Committee, and any party in interest may request an emergency hearing (the "Emergency Default Hearing").
• After a five-business-day Remedies Notice Period, and absent authority to use Cash Collateral without the Prepetition Secured Noteholder's consent or a court order, the automatic stay is deemed automatically lifted with respect to the Prepetition Collateral, the Cash Collateral, and the DIP Collateral, and the DIP Lender (in its capacities as DIP Lender and Prepetition Secured Noteholder) may exercise remedies customary for secured lenders, including set-off and foreclosure.

Carve Out

• The Carve-Out consists of the sum of:
  • Unpaid fees and expenses payable to the Clerk of the Court or the U.S. Trustee under 28 U.S.C. § 1930(a)(6), and fees of any claims and noticing agent under 28 U.S.C. § 156(c)
  • Reasonable fees and expenses of a trustee in any Successor Case under section 726(b), in an aggregate cumulative amount not to exceed $10,000
  • Allowed Professional Fees of the Debtor Professionals and Committee Professionals incurred at any time before or on the first business day following delivery of a Carve-Out Trigger Notice (the "Pre-Trigger Notice Fees"), subject to and not exceeding the Approved Budget
  • Post-Carve Out Trigger Notice Cap: Allowed Professional Fees in an aggregate amount not to exceed $75,000 incurred after the first business day following delivery of a Carve-Out Trigger Notice
• The Debtor is authorized to establish a Professional Fee Reserve Account, held by a qualified institutional escrow agent and funded by wire transfer on a weekly basis in accordance with the Approved Budget line item for Professional Persons. Allowed Professional Fees are paid first from the Professional Fee Reserve Account and, upon exhaustion, from the Carve-Out.

Use of Proceeds

• Provide ongoing operations and working capital and pay budgeted expenses of the Debtor during the Case
• Provide for other general corporate purposes of the Debtor during the Case
• Pay transaction fees and expenses
• Pay the costs of administering the Case, including funding the Carve-Out and, after delivery of a Carve-Out Trigger Notice, funding Allowed Professional Fees incurred prior to the notice plus the Post-Carve Out Trigger Notice Cap, in each case through deposits into the Professional Fee Reserve Account
• As otherwise contemplated in the Approved Budget or permitted by the DIP Lender
• Wind-Down Account: Following the closing of a sale of substantially all of the Debtor's assets, the Debtor is authorized and directed, in consultation with the Committee, to fund a segregated Wind-Down Account in an amount equal to budgeted and accrued but unpaid expenses plus the Post-Carve Out Trigger Notice Cap (the "Wind-Down Budget").

Credit Bid

• Subject to section 363(k) of the Bankruptcy Code, the DIP Lender may credit bid all or any portion of its claims, including the DIP Obligations and the DIP Superpriority Claims, and the Prepetition Secured Noteholder may credit bid all or any portion of its claims, including the Prepetition Secured Indebtedness, in connection with any proposed sale of any, all, or substantially all of the Debtor's assets, whether under section 363, a plan under section 1123 (including section 1129(b)(2)(A)(ii)), or a chapter 7 trustee sale under section 725.
• In connection with any such credit bid, the Debtor shall provide for the assignment of the right to purchase the acquired assets to one or more of the DIP Lender's sub-agents or a newly formed acquisition vehicle.

Avoidance Actions

• The DIP Collateral includes the proceeds of any Avoidance Actions brought under chapter 5 or section 724(a) of the Bankruptcy Code, and actions brought under section 549 to recover any postpetition transfer of DIP Collateral.
• The DIP Collateral excludes (the "Excluded Collateral"):
  • Avoidance Actions unrelated to the go-forward business and the assets acquired pursuant to the Stalking Horse Agreement
  • Claims and causes of action against the Debtor's officers, directors, managers, insiders, or related persons unrelated to the go-forward business and such acquired assets
  • Accounts receivable or intercompany receivables due and owing to the Debtor
  • Tax refunds, VAT refunds, ERTC credits, or other tax credits due to the Debtor
  • Assets rendered unencumbered as a result of a successful Challenge
  • The proceeds, products, offspring, and profits of the foregoing
• The DIP Superpriority Claims have recourse against the Debtor, but not against the Excluded Collateral.

Challenge Period and Budget

• The deadline to bring a Challenge (the "Challenge Deadline") is the earlier of:
  • One business day before the hearing approving the sale of substantially all of the Debtor's assets
  • 75 calendar days from the entry of the Interim Order
• If a chapter 7 or chapter 11 trustee is appointed before the Challenge Deadline, the deadline as to such trustee only is the later of the Challenge Deadline and 20 calendar days after the trustee's appointment or election.
• The Challenge Deadline may be extended by the written consent of the Prepetition Secured Noteholder in its sole discretion or by order of the Court for good cause shown.
• The Carve-Out and collateral proceeds and loans under the DIP Note Documents may be used for allowed fees and expenses, in an amount not to exceed $55,000 in the aggregate (the "Investigation Budget Amount"), incurred solely by the Committee or a chapter 7 or 11 trustee in investigating (but not litigating) the validity, enforceability, perfection, priority, or extent of the Prepetition Liens.

Securities and Priorities

• As security for the DIP Obligations, the DIP Lender is granted automatically and properly perfected DIP Liens in all DIP Collateral, subject to the Carve-Out, with the following priorities:
  • First priority senior priming liens on all DIP Collateral under section 364(d)(1), senior to the Prepetition Liens, subject and subordinate only to the Permitted Prior Liens and the Carve-Out
  • First priority liens on all unencumbered DIP Collateral under section 364(c)(2), subject and subordinate only to the Permitted Prior Liens and the Carve-Out
  • Junior liens on all other DIP Collateral under section 364(c)(3), junior only to the Permitted Prior Liens
• The DIP Lender is granted allowed superpriority administrative expense claims under sections 364(c)(1) and 364(e) (the "DIP Superpriority Claims"), subject to the Carve-Out, with priority over all administrative expenses of the Debtor.
• The Interim Order and the Final Order are sufficient and conclusive evidence of the creation, validity, perfection, and priority of the DIP Liens and Adequate Protection Liens, without the necessity of filing financing statements or other instruments. Neither the Prepetition Secured Noteholder nor the DIP Lender is required to file proofs of claim.

Adequate Protection

Prepetition Secured Noteholder

• As adequate protection for, and to the extent of, any diminution in the value of its interests in the Prepetition Collateral (the "Collateral Diminution") resulting from the priming DIP Liens, the Carve-Out, the Debtor's use of the Prepetition Collateral (including Cash Collateral), and the imposition of the automatic stay, the Prepetition Secured Noteholder is granted:
  • Adequate Protection Liens on the DIP Collateral, subject and subordinate only to the Carve-Out, the DIP Liens, and the Permitted Prior Liens (the Excluded Collateral is not subject to the Adequate Protection Liens)
  • Adequate Protection Superpriority Claims under section 507(b), subject and subordinate only to the Carve-Out and the DIP Superpriority Claims (not payable from the Excluded Collateral)
• Inspection rights, permitting representatives of the Prepetition Secured Noteholder and/or the DIP Lender reasonable access to inspect and copy the Debtor's books and records and inspect the Debtor's property, and to discuss the Debtor's affairs, finances, and condition with its officers and advisors.
• Adequate protection payments made under the Interim Order or Final Order are not subject to counterclaim, setoff, subordination, recharacterization, defense, or avoidance (other than a defense that payment has actually been made).

Waivers

• Section 506(c): All rights to surcharge the interests of the Prepetition Secured Noteholder in any Prepetition Collateral are finally and irrevocably waived, binding on the Debtor and all parties in interest.
• Section 552(b): The "equities of the case" exception shall not apply to the Prepetition Secured Noteholder with respect to the proceeds, products, offspring, or profits of any Prepetition Collateral.
• No Marshaling: Neither the Prepetition Secured Noteholder nor the DIP Lender is subject to the equitable doctrine of "marshaling"; provided that, before seeking payment or satisfaction from DIP Collateral that was unencumbered as of the Petition Date (the "Last-Out Collateral"), they shall first look to all other DIP Collateral and Prepetition Collateral.

Debtor's Stipulations / Releases

• Subject to the Challenge rights in paragraph 26, the Debtor admits and stipulates that, as of the Petition Date, it was indebted to the Prepetition Secured Noteholder in an aggregate principal amount of not less than $2,200,000.00 (plus accrued interest, fees, premiums, and other amounts), and that the Prepetition Liens are valid, binding, enforceable, perfected first priority liens not subject to avoidance, recharacterization, subordination, or other challenge.
• The Debtor forever waives and releases all Claims, counterclaims, causes of action, defenses, and setoff rights against the Prepetition Secured Noteholder (solely in its capacity as such) arising prior to entry of the Final Order, including any recharacterization, subordination, or avoidance claims under section 105 or chapter 5 of the Bankruptcy Code.
• These admissions, stipulations, and releases are binding on the Debtor, its estate, the Committee, and all parties in interest unless a timely and successful Challenge is brought before the Challenge Deadline.

Permitted Variance

• As of each Variance Testing Date, the Debtor's actual total disbursements may not exceed 110% of the total operating disbursements projected in the Initial Budget for the applicable Testing Period (the "Variance Limit"), tested weekly on a cumulative basis beginning with the first full two calendar weeks following entry of the Interim Order.
• In any prior Testing Period in which actual operating disbursements are less than the budgeted amount (a "Positive Budget Variance"), the Positive Budget Variance may be carried forward and added to the subsequent period.
• Failure to comply with this Budget Covenant constitutes a Budget Covenant Default and an event of default under the DIP Note Documents.