SIMAD Holdings Ltd. - Chapter 11 DIP Terms

SIMAD $180MM DIP Terms

Borrower(s) / Guarantor(s)

• SIMAD Holdings Ltd. and its subsidiaries party to the DIP Credit Agreement, as Borrowers (the "DIP Borrowers"), including Intermediate SIMAD I LLC, SIMAD Equities LLC, and the various landco and operatingco entities (e.g., Achim Landco LLC, BAHS Holdings LLC, Club Getaway Landco, LLC, Island Lake Landco LLC, and Island Lake Campco LLC, among others)
• Each Borrower constitutes a "Credit Party"; there are no Guarantors as of the Closing Date

Agent / Lender(s)

• Mishmeret Trust Company Ltd., as Administrative Agent and DIP Agent (also the Prepetition Trustee)
• Klirmark Opportunity Fund IV LP ("KM Lender") and the Series A Bondholders, collectively, as DIP Lenders
• First-Out Pro Rata Share: KM Lender, 70%; the other Lenders, excluding KM Lender, 30%

DIP Commitments

• $180 million postpetition, superpriority, senior secured, priming debtor-in-possession facility (inclusive of the New Money DIP Loans and the Roll-Up DIP Loans), comprised of:
  • $58 million of superpriority senior secured multiple-draw new money term loans (the "New Money Commitments"), constituting the First-Out Tranche
    • Up to $20 million funded upon entry of the Interim Order
    • Up to $38 million funded upon entry of the Final Order
  • $116 million roll-up, equal to two times the New Money Commitments, constituting the Second-Out Tranche
    • Upon entry of the Final Order, $116 million of Prepetition Obligations is automatically converted into Roll-Up DIP Loans on a cashless 2:1 basis (i.e., $2.00 of Prepetition Obligations for each $1.00 of the New Money Commitments), without novation, repayment, or release
    • The Roll-Up DIP Loans are subordinated and junior in right of payment and lien priority to all First-Out Tranche obligations
• The First-Out Tranche Loans comprise the Initial DIP Loans and the New Money Loans; the Second-Out Tranche Loans comprise the Roll-Up Loans
• Amounts repaid or prepaid may not be reborrowed

Prepetition Obligations

• As of the Petition Date, the SIMAD Prepetition Loan Parties were jointly and severally indebted to the Prepetition Secured Parties under the Prepetition Loan Documents in an aggregate principal amount of not less than NIS 620 million, plus accrued and unpaid interest and other charges
• Arising under the Debentures (Series A) Deed of Trust dated November 27, 2025, between SIMAD Holdings and Mishmeret Trust Services Ltd., as Prepetition Trustee, and a loan in the original principal amount of up to $195,000,000 evidenced by promissory notes
• The Prepetition Collateral consists of substantially all assets of the Grantor Debtors

Cash Collateral

• The DIP Borrowers are authorized to continue using the Prepetition Secured Parties' Cash Collateral — any and all of the Grantor Debtors' cash, including amounts on deposit in banking, checking, or other deposit accounts, amounts generated by the collection of accounts receivable or other disposition of the Prepetition Collateral, and the proceeds thereof — solely for the purposes set forth in the DIP Orders and consistent with the Approved DIP Budget (subject to Permitted Budget Variances), including to make payments on account of the Adequate Protection Obligations

Interest Rate

• Term SOFR + 7.00%, payable as:
  • Cash interest, in the case of First-Out Tranche Loans
  • PIK Interest, in the case of Second-Out Tranche Loans
• Floor: 3.50% per annum
• Default Rate Increase: 3.00% per annum
• Interest Payment Date: the first Business Day of each calendar month and the Maturity Date

Fees

• Origination Fee: 2.50% of $60,000,000, for the ratable benefit of the First-Out Tranche Lenders (subject to the First-Out Pro Rata Share), deemed earned on the Initial DIP Loan Funding Date, payable in cash
• First-Out Tranche Exit Fee: the Exit Fee Rate multiplied by $60,000,000, subject to the First-Out Pro Rata Share, payable on any prepayment of the First-Out Tranche Loans and, in any event, on the Maturity Date, in cash
  • Exit Fee Rate: 2.25%; increasing to 3.25% if repayment of the First-Out Tranche Loans occurs on or before January 26, 2027
• Second-Out Tranche Exit Fee: 1.0% multiplied by the aggregate principal amount of the Roll-Up Loans deemed borrowed on the Closing Date, payable on the Maturity Date, in cash
• Extension Fee (upon exercise of the Extension Option): 0.25% of $60,000,000 for the First-Out Tranche Loans (First-Out Extension Fee) and 0.25% of the Roll-Up Loans deemed borrowed on the Closing Date for the Second-Out Tranche Loans (Second-Out Extension Fee)
• Payment of the reasonable and documented fees and expenses of the DIP Lenders' Advisors, including Chapman and Cutler LLP, Riker Danzig LLP, and Hogan Lovells Cadwalader US LLP (as rendered in the Order), not subject to Court approval or the filing of fee applications

Maturity

• The Maturity Date is the earliest of:
  • The Scheduled Maturity Date — the earlier of June 26, 2027 (as may be extended) and the date all Loans become due and payable in full
  • The filing of a motion by the Credit Parties seeking dismissal of any of the Cases, the dismissal of any of the Cases, or the filing of a motion seeking to convert any of the Cases to Chapter 7
  • The substantial consummation of a chapter 11 plan of any Credit Party (no later than the plan's effective date)
  • The acceleration of the Obligations and termination of all Commitments upon an Event of Default
  • The consummation of a 363 Sale Transaction with respect to a material portion of the Borrowers' assets, unless the Administrative Agent and KM Lender agree otherwise
• Extension Option: the Borrowers may extend the Scheduled Maturity Date by two months in total to August 26, 2027, subject to (i) at least ten Business Days' prior irrevocable written notice, (ii) payment of the Extension Fee, and (iii) no Default or Event of Default existing
• Following a Termination, all DIP Obligations become immediately due and payable and all New Money Commitments terminate; the automatic stay is modified such that, seven business days after delivery of a Termination Declaration (the "Remedies Notice Period"), the DIP Agent may exercise rights and remedies, subject to the Carve-Out

Milestones

• On or before July 20, 2026: deadline to select a Stalking Horse Bidder and enter into a Stalking Horse Agreement
• On or before July 24, 2026: entry of the Final DIP Order approving the DIP Facility on a final basis
• On July 28, 2026: Auction(s), if needed, in connection with the 363 Sale Transaction(s)
• On or before August 4, 2026: sale hearing to consider approval of the 363 Sale Transaction(s)
• On or before August 11, 2026: entry of the sale order approving the 363 Sale Transaction
• On or before September 30, 2026: consummation of the 363 Sale Transaction

Carve Out

• The Carve-Out consists of:
  • All fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee for Region 7 under 28 U.S.C. § 1930(a), plus interest at the statutory rate
  • Chapter 7 Trustee Fee: fees and expenses of a trustee under section 726(b), not to exceed $25,000 in the aggregate
  • Allowed Professional Fees: accrued and unpaid fees of Professional Persons retained by the Borrowers or any statutory committee, subject to the limits of the Approved DIP Budget and a 15% variance
  • Post Carve-Out Notice Cap: up to $250,000 of fees and expenses incurred by Professional Persons after the first business day following delivery of a Carve-Out Notice

Use of Proceeds

• Fund postpetition operating expenses and working capital needs of the Credit Parties, including operations and retention or other incentive payments to senior camp management and/or directors
• Pay certain costs, fees, and expenses (including attorneys' fees) to the Administrative Agent, KM Lender, and the Prepetition Agent
• Fund fees and expenses incurred in connection with a 363 Sale Transaction
• Pay professional fees and other expenses
• Fund the Carve-Out
• Pay other costs and expenses of administration of the Cases, in each case solely in accordance with the Approved Budget or in a manner constituting a Permitted Variance

Credit Bid

• The DIP Agent (at the direction of the Required DIP Lenders), on behalf of the DIP Secured Parties, shall have the right to credit bid all or any portion of the DIP Obligations in any sale of the DIP Collateral
• The Prepetition Loan Trustee (at the direction of the requisite Prepetition Secured Parties), on behalf of the Prepetition Secured Parties, shall have the right to credit bid up to the full amount of the Prepetition Obligations (including any Adequate Protection Obligations) in the sale of the Prepetition Collateral
• In each case, without the need for further Court order, whether effectuated under section 363(k), 1123, or 1129(b) of the Bankruptcy Code, by a chapter 7 trustee under section 725, or otherwise

Avoidance Actions

• The DIP Liens attach to the proceeds of, and property recovered from, the Other Avoidance Actions (chapter 5 claims other than the Lender Avoidance Actions), subject only to the "No Marshaling" limitations
• The DIP Collateral does not include, and the DIP Liens do not attach to, the Lender Avoidance Actions — chapter 5 claims against the DIP Secured Parties, the Prepetition Secured Parties, or any other Released Party — or their proceeds
• Upon a successful Challenge, the Court may fashion an appropriate remedy, including, without limitation, the unwinding of the Roll-Up DIP Loans

Challenge Period and Budget

• A Challenge will be considered timely only if commenced within:
  • Seventy-five (75) calendar days after entry of the Interim Order; or
  • In the case of the Creditors' Committee, sixty (60) days after its appointment (September 7, 2026)
• The Challenge Period Termination Date is tolled for the Creditors' Committee upon the filing of a standing motion attaching draft complaints, and is extended if, prior to its expiration, the Cases convert to chapter 7 or a chapter 11 trustee is appointed (by the later of the time remaining or 45 days after appointment)
• No more than $250,000 of the proceeds of the DIP Facility, the DIP Collateral, or the Prepetition Collateral (including Cash Collateral) may be used by the Creditors' Committee, or a chapter 7 or chapter 11 trustee, to investigate potential Challenges within the Challenge Period, solely with respect to the Roll-Up DIP Loans

Excluded Collateral

• U.S. Small Business Administration (SBA): granted a replacement perfected security interest under 11 U.S.C. § 361(2) and, to the extent adequate protection is insufficient, a section 507(b) superpriority claim against the DIP Borrowers — in each case only to the extent of any Diminution in Value and only to the extent the SBA's prepetition liens are valid, and junior and subordinate in all respects to the DIP Liens
• Willow Lake (WL CampCo and WL LandCo): nothing in the DIP Orders authorizes, validates, or perfects any lien on or transfer of the Debtors' purported membership interests in Willow Lake Day Camps, LLC or shares of Willow Lake Land Corporation, or adjudicates related rights; the Willow Lake Parties' rights and any claims regarding the purported prepetition pledge of 50% of the SIMAD Willow Lake Interests to Charles Maltzman are expressly preserved
• Sports & Arts Center at Island Lake, Inc.: granted a replacement perfected security interest in the assets of Island Lake Landco (and, to the extent insufficient, a section 507(b) superpriority claim against Island Lake Landco), junior to the New Money DIP Loans advanced to Island Lake Landco and/or Island Lake Campco and, solely to the extent it holds a valid, perfected, prior lien, senior to the Roll-Up DIP Loans; disputed amounts to be escrowed from sale proceeds
• Constellation Payments Processing USA, Inc.: its liens on certain 2027 camp-season deposits (the "Camp Deposits") of the "CampSite Debtors" shall not be primed or otherwise impaired by the DIP Liens and shall be senior to the DIP Liens; provided that any DIP Borrower liens on the Camp Deposits are junior to any parent's rights to a refund of such deposits

Security and Priorities

• All DIP Obligations constitute allowed superpriority administrative expense claims against each of the DIP Borrowers' estates (the "DIP Superpriority Claims") under section 364(c)(1), subject to the Carve-Out, with priority over all other administrative and other claims
  • The Second-Out Tranche portion is entitled to superpriority administrative expense claim status solely as against the Grantor Borrowers
• The DIP Agent, for the benefit of the DIP Secured Parties, is granted automatically perfected DIP Liens in all DIP Collateral, subject to the Carve-Out, with the DIP Liens securing the First-Out Tranche senior to those securing the Second-Out Tranche, with the following priorities:
  • First priority senior lien on unencumbered property, pursuant to section 364(c)(2)
  • Junior liens on property subject to certain Permitted Liens, pursuant to section 364(c)(3)
  • Priming liens on all DIP Collateral, pursuant to section 364(d)(1), senior to all existing liens, including the liens securing the Series A Bonds and all other prepetition secured indebtedness, other than Permitted Liens; holders of the Primed Liens are deemed to have consented to the priming
• The DIP Liens securing the Second-Out Tranche attach solely to the DIP Collateral of the Grantor Borrowers

Adequate Protection

Prepetition Secured Parties

• Adequate Protection Claims: superpriority administrative expense claims under section 507(b) against each of the Grantor Debtors for any Diminution in Value, subject and subordinate only to the Carve-Out and the DIP Superpriority Claims, and senior to all other claims
• Adequate Protection Liens: replacement liens on the DIP Collateral in the amount of any Diminution in Value, senior to all other liens but subordinate only to the Carve-Out and the DIP Liens, and excluding the Lender Avoidance Actions (with proceeds of the Other Avoidance Actions subject to the No Marshaling provision)
• Payment of the Adequate Protection Professional Fees and Expenses of the Prepetition Trustee, including the reasonable and documented fees and expenses of Chapman and Cutler LLP and Riker Danzig LLP
• Maintenance of cash management arrangements consistent with the Cash Management Order
• Compliance with all reporting requirements set forth in the DIP Documents

Events of Default

• Under the DIP Orders, an Event of Default includes: (i) the Debtors' failure to perform, in any material respect, the terms of the DIP Orders (subject, where curable, to a five business day cure after written notice from the DIP Agent); (ii) failure to comply with the case milestones (the "Required Milestones"); or (iii) the occurrence of an "Event of Default" under the DIP Credit Agreement or other DIP Documents
• The DIP Credit Agreement additionally enumerates numerous Events of Default, including a Material Adverse Effect, a Change of Control, and a "KM Lender Acceleration Action"

Releases

• Subject to the Challenge rights in paragraph 12, the Debtors and their estates release the DIP Secured Parties and the Prepetition Secured Parties (and their related parties, the "Released Parties") from all claims relating to the DIP Obligations, the DIP Liens, the DIP Documents, the Prepetition Obligations, the Prepetition Liens, and the Prepetition Documents — including "lender liability" and equitable subordination claims — except claims determined by final, non-appealable order to result primarily from bad faith, fraud, gross negligence, or willful misconduct; the release of the DIP Secured Parties as to the Interim New Money DIP Loans is effective upon entry and not subject to the Challenge Period

Waivers

• Subject to entry of the Final Order:
  • Section 506(c): the Debtors and their estates waive the right to surcharge the Prepetition Collateral or the DIP Collateral
  • Section 552(b): the "equities of the case" exception shall not apply with respect to the proceeds, products, offspring, or profits of any Prepetition Collateral or DIP Collateral
  • The equitable doctrine of marshaling is waived with respect to the DIP Secured Parties and the Prepetition Secured Parties, except for the soft marshaling rights with respect to the Other Avoidance Actions

Permitted Variance

• The Debtors' Operating Disbursements for any two-week period shall not exceed 115% of the Budgeted Disbursements on an aggregate basis as set forth in the Approved DIP Budget (the "Permitted Budget Variances")
• Permitted Budget Variances are tested each Friday on a weekly basis, commencing with the third full calendar week after entry of the Interim Order
• The fees and expenses of Professional Persons, the DIP Lenders' Advisors, and the Adequate Protection Professional Fees and Expenses are excluded from testing
• Any Favorable Variance may be carried forward and added to the permitted disbursements for a subsequent testing period

Insurance and Indemnification

• Until the DIP Obligations are paid in full, the Debtors shall maintain casualty and loss insurance coverage for the Prepetition Collateral and the DIP Collateral and shall name the DIP Lenders as loss payees or additional insureds, as applicable
• The Debtors shall indemnify the DIP Lenders, the DIP Agent, the Prepetition Secured Parties, and their respective related parties against losses, costs, expenses, and liabilities arising out of the financing, except with respect to a successful Challenge, any Lender Avoidance Action, or losses determined to have resulted from fraud, gross negligence, and/or willful misconduct

Conditions Precedent

• No DIP Lender is obligated to make any DIP Loan unless all conditions precedent under the DIP Documents have been satisfied in full or waived, including entry of the Final DIP Order in full force and effect (not reversed, vacated, or stayed)
• New Money Loans shall be made in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount (or the entire remaining undrawn amount of the New Money Loan Commitments)

Mesorah Debtors $4M DIP Terms

Case Background

• The Mesorah Debtors (Mesorahco LLC and Mesorahland LLC) each filed voluntary Chapter 11 petitions on June 4, 2026, and their cases are jointly administered under lead debtor SIMAD Holdings Ltd., et al., Case No. 26-16388 (CMG), in the United States Bankruptcy Court for the District of New Jersey
• This DIP facility is one of several in the jointly administered cases (the Consent Order references a separately approved Pine Forest Emergency DIP Term Sheet)

Borrower(s)

• Mesorahland LLC and Mesorahco LLC, each a debtor and debtor-in-possession in cases pending under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey, as Borrowers

Lender

• DHI Holdings LLC, as successor to Wayne Bank, as DIP Lender
  • The DIP Lender is the successor in interest to Wayne Bank pursuant to an Assignment of Negotiable Instrument dated June 25, 2026, and the DIP Advance constitutes additional financing under the Existing Loan Documents

DIP Commitments

• A debtor-in-possession loan in the principal amount of up to $4 million (the “DIP Advance”), provided pursuant to the Loan Agreement dated August 8, 2017 (together with all ancillary documents, the “Existing Loan Documents”), the Term Sheet, and the Consent Order, funded as follows:
  • $1 million made available upon the Bankruptcy Court’s entry of the Consent Order
  • Up to an additional $800,000 made available prior to entry of the Final Order (for a total of $1.8 million between entry of the Consent Order and the Final Hearing)
  • The remaining amount of up to $2.2 million made available following entry of the Final Order
• The DIP Advance shall constitute a protective advance made pursuant to and in furtherance of the DIP Lender’s rights under the Existing Loan Documents, and shall be deemed added to and secured by the indebtedness evidenced by the Existing Loan Documents, secured by the existing mortgage and all collateral securing the prepetition obligations, with the same priority and validity as the prepetition indebtedness
• The consent of Mizzen Capital LP and Mizzen Capital II, LP (collectively, “Mizzen”) is limited to the extension of DIP Advances totaling $1.8 million on an interim basis under the Consent Order; any further DIP Advances beyond $1.8 million as may be approved at a final hearing shall be subject to Mizzen’s written consent or pursuant to court order

Interest Rate

• 14.0% per annum

Fees

• DIP Finance Fee: 2.0%, payable in kind

Maturity

• The earliest to occur of:
  • Confirmation of a Chapter 11 plan in the Mesorah Debtors’ Chapter 11 Cases
  • Sale of substantially all of the Mesorah Debtors’ assets
  • Conversion of the Mesorah Debtors’ Chapter 11 Cases to Chapter 7
  • Dismissal of the Mesorah Debtors’ Chapter 11 Cases
  • Appointment of a Chapter 11 trustee in the Mesorah Debtors’ Chapter 11 Cases
  • Such other date as agreed by the parties

Use of Proceeds

• To be used solely by the Mesorah Debtors to fund the operation, maintenance, preservation, and marketing of the Mesorah Debtors’ camp business and related assets, together with such other administrative expenses of the Mesorah Debtors, in accordance with the Approved Budget
• No portion of the DIP Advance shall be transferred, lent, or made available to any other debtor, affiliate, or third party

Credit Bid

• The DIP Lender may credit bid all or any portion of the DIP Advance and prepetition indebtedness under the Existing Loan Documents at any sale of the Mesorah Debtors’ assets, under § 363 of the Bankruptcy Code, a Chapter 11 plan, or otherwise (the “Credit Bid Rights”)
• The Mesorah Debtors shall not seek or support any action to limit the Credit Bid Rights; any such attempt shall constitute an Event of Default

Avoidance Actions

• “Avoidance Actions” means any action under Chapter 5 of the Bankruptcy Code (including, without limitation, §§ 544, 545, 547, 548, 549, 550, and 553), and any similar or related claims, causes of action, or rights arising under applicable state or other non-bankruptcy law
• The DIP Collateral specifically excludes any tax refunds or related rights and claims, all intercompany claims, commercial tort claims, and any proceeds or property recovered in connection with any Avoidance Actions, and such other causes of action of each Mesorah Debtor or its respective estate

Stipulations and Challenge Rights

• As a material inducement to the DIP Lender’s willingness to provide the DIP Advance, and subject to the rights of all parties (except the Mesorah Debtors) in interest to challenge, the Mesorah Debtors acknowledge, stipulate, and agree that:
  • The indebtedness owing to the DIP Lender, as successor to Wayne Bank, under the Existing Loan Documents is valid, binding, enforceable, due and owing, and not subject to any offset, defense, counterclaim, recoupment, objection, avoidance claim, lender liability claim, equitable subordination claim, recharacterization claim, or other challenge of any kind
  • The DIP Lender, as successor to Wayne Bank, holds valid, binding, properly perfected, enforceable, and first-priority liens and security interests in the collateral owned by the Mesorah Debtors as described in the Existing Loan Documents, including the real property encumbered by the existing mortgage and all proceeds thereof
  • The Mesorah Debtors possess no claims, defenses, causes of action, offsets, objections, or challenges against Wayne Bank or its liens
  • The Mesorah Debtors shall not contest or challenge the amount, validity, perfection, priority, extent, or enforceability of Wayne Bank’s or the DIP Lender’s claims, liens, mortgages, security interests, or loan documents as they existed as of the Petition Date
• Nothing herein shall prejudice the rights of any party in interest, including Mizzen, the SBA, the Office of the United States Trustee, or any statutory committee appointed in these Chapter 11 Cases, to object to approval of the Emergency DIP Term Sheet or any subsequent debtor-in-possession loan provided by the DIP Lender on a final basis, as well as any sale under the Bid Procedures Order, and all such rights are reserved

Securities and Priorities

• Upon entry of the Consent Order, the DIP Liens shall, pursuant to § 364(d)(1) of the Bankruptcy Code, be perfected, first-priority senior priming liens on, and security interests in, all DIP Collateral subject to the existing liens of any party holding liens on assets of the Mesorah Debtors (the “Prepetition Secured Parties”), including the DIP Lender (as successor to Wayne Bank with respect to the prepetition Existing Loan Documents), Mizzen, and the SBA; such Prepetition Secured Parties’ existing prepetition liens are the “Primed Liens”
  • The Primed Liens shall be primed by and made subject and subordinate to the perfected first-priority senior priming DIP Liens, and any liens granted after the Petition Date as adequate protection of any Primed Liens shall also be primed
  • The parties holding Primed Liens have consented to such treatment; provided that Mizzen’s consent is limited to the extension of DIP Advances totaling $1.8 million on an interim basis, with any further DIP Advances beyond $1.8 million subject to Mizzen’s written consent or court order
• To secure the DIP Advance, the DIP Lender is granted, pursuant to §§ 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, valid, enforceable, and fully perfected liens (the “DIP Liens”) on all DIP Collateral, including all of each Mesorah Debtor’s now owned or hereafter acquired right, title, and interest in all real property, cash, accounts, accounts receivable, goods, inventory, property, plant and equipment, intellectual property, contract rights, prepaid expenses, deposits, general intangibles, real estate, leaseholds, and all cash and other property held therein, and all proceeds and property recovered therefrom
• The DIP Lender is granted an allowed superpriority administrative expense claim (the “DIP Superpriority Claim,” together with the DIP Liens, the “DIP Protections”) pursuant to § 364(c)(1) of the Bankruptcy Code in each of the Chapter 11 Cases, having priority over any and all other claims against the Mesorah Debtors, payable from and with recourse to all pre- and post-petition property of the Debtors and all proceeds thereof, but specifically excluding any proceeds or property recovered in connection with Avoidance Actions
  • The DIP Superpriority Claim shall be senior in all respects to any superpriority claims granted in these Chapter 11 Cases

Adequate Protection

Mizzen Capital LP

• As adequate protection for any post-petition diminution in value of Mizzen’s interests in the DIP Collateral (the “Mizzen Diminution in Value”), Mizzen shall be entitled to the “Emergency Mizzen DIP Adequate Protection,” consisting of:
  • A replacement perfected security interest under 11 U.S.C. § 361(2) in the assets of the Mesorah Debtors, only to the extent of the Mizzen Diminution in Value, only to the extent Mizzen’s pre-petition claims and liens are valid, and with the same priority Mizzen held in the pre-petition DIP Collateral, if any
  • The replacement lien is automatically deemed perfected upon entry of the Consent Order, without the necessity of taking possession or filing financing statements, mortgages, or other documents
  • To the extent the adequate protection provided is insufficient, a super-priority administrative expense claim under 11 U.S.C. § 507(b) to the extent of the Mizzen Diminution in Value, senior to any and all claims under 11 U.S.C. § 507(a)(2), subject only to fees of the United States Trustee, the DIP Obligations and DIP Protections, and any other adequate protection super-priority lien having priority in the Collateral
• The Emergency Mizzen DIP Adequate Protection shall be in addition to the adequate protection provided under the Interim Mizzen Cash Collateral Order and the Emergency DIP Adequate Protection provided under the Consent Order Approving Pine Forest Emergency DIP Term Sheet on an Interim Basis

U.S. Small Business Administration

• As adequate protection for any post-petition diminution in value of the SBA’s interests in its Collateral (the “SBA Diminution in Value”), the SBA shall be entitled to the “Emergency SBA DIP Adequate Protection,” consisting of:
  • A replacement perfected security interest under 11 U.S.C. § 361(2) in the assets of the Mesorah Debtors, only to the extent of the SBA Diminution in Value, only to the extent the SBA’s pre-petition claims and liens are valid, and with the same priority the SBA held in the pre-petition Collateral, if any
  • The replacement lien is automatically deemed perfected upon entry of the Consent Order, without the necessity of taking possession or filing financing statements, mortgages, or other documents
  • To the extent the adequate protection provided is insufficient, a super-priority administrative expense claim under 11 U.S.C. § 507(b) to the extent of the SBA Diminution in Value, senior to any and all claims under 11 U.S.C. § 507(a)(2), subject only to fees of the United States Trustee, the DIP Obligations and DIP Protections, and any other adequate protection super-priority lien having priority in the Collateral
• The Emergency SBA DIP Adequate Protection shall be in addition to the adequate protection provided under the SBA Cash Collateral Order

Waivers

• Subject to entry of a final order:
  • Section 506(c): The Mesorah Debtors waive and shall not assert any right to surcharge the DIP Collateral or any other collateral of the DIP Lender
  • The Mesorah Debtors waive and shall not invoke the equitable doctrine of marshaling or any similar doctrine with respect to any of the DIP Collateral or any other collateral of the DIP Lender

Permitted Variance

• The Mesorah Debtors shall operate in accordance with a budget approved by the Lender (the “Approved Budget”) provided to counsel for the Lender on June 25, 2026
• The actual results of all disbursements set forth in the Approved Budget, on a cumulative basis, shall not vary by more than 20% of the amount projected in the Approved Budget, measured weekly

Sale Milestones

• The Mesorah Debtors shall comply with the following Sale Milestones:
  • File either a notice of private sale under the proposed Bidding Procedures Order or a motion for approval of a private sale to the DIP Lender via credit bid immediately (but no later than one business day) following entry of the Bidding Procedures Order
  • If the Court enters the Bidding Procedures Order and an objection to the private sale to the DIP Lender is filed on or before July 6, 2026 in accordance with the Bidding Procedures Order, schedule a hearing to hear such objection on or before July 10, 2026, subject to the Court’s availability
• The parties may extend the Sale Milestones by written agreement (email being sufficient)
• The “Bidding Procedures Motion” refers to the motion filed by the Mesorah Debtors on June 24, 2026 seeking an order approving bidding and sale procedures (Docket No. 227) (such order, the “Bidding Procedures Order”)

Events of Default

• Events of Default shall include:
  • Unauthorized use of DIP proceeds, including the transfer of any DIP Advance to a debtor or affiliate other than the Mesorah Debtors
  • Failure to comply with the Approved Budget, subject to the Permitted Variance
  • Failure to obtain an interim order satisfactory to the DIP Lender
  • Conversion or dismissal of the Mesorah Debtors’ Chapter 11 Cases
  • Failure to maintain insurance on collateral
  • Failure to pay obligations at maturity
  • Failure of the Mesorah Debtors to seek approval of a private sale of substantially all of their assets to the DIP Lender on or before June 29, 2026 (which, if approved by the Court, may be through the process approved in the Bidding Procedures Order with regard to private sales)
  • If the Court approves the Bidding Procedures Order and the proposed process for approval of private sales, and an objection to the private sale is filed on or before July 6, 2026 in accordance with the Bidding Procedures Order, failure of the Mesorah Debtors to obtain a hearing on such objection on or before July 10, 2026 (subject to the Court’s availability)
  • The filing of any motion or application seeking authority to obtain postpetition financing from any person or entity other than the DIP Lender without the prior written consent of the DIP Lender
  • The entry of any order granting any other superpriority administrative expense claim or lien that is pari passu with or senior to the DIP Protections, other than as expressly permitted

Remedies

• Upon an Event of Default, the DIP Lender may, on five business days’ notice to the Mesorah Debtors (with a copy to the United States Trustee and any statutory committee), and subject to further order of the Bankruptcy Court on shortened notice:
  • Accelerate the DIP Obligations
  • Terminate the commitment
  • Exercise remedies against the DIP Collateral
  • Exercise the Credit Bid Rights
  • Exercise all other available rights and remedies

Negative Covenants

• Without the DIP Lender’s prior written consent, the Mesorah Debtors shall not:
  • Seek appointment of a trustee, examiner with enlarged powers, or conversion to Chapter 7
  • Pursue any alternative transaction not consistent with the Credit Bid Rights (except with the consent of the DIP Lender)
  • Pay prepetition debt not authorized by the Consent Order or the Approved Budget
  • Use cash collateral outside of the Approved Budget
  • Impair or encumber the DIP Collateral

Reporting Requirements

• The Mesorah Debtors shall provide Mizzen, the SBA, and any statutory committees appointed in these cases with a copy of the Approved Budget within two business days of its approval, and copies of any weekly actual-to-budget reporting provided to the DIP Lender
• The Mesorah Debtors shall provide the DIP Lender with:
  • Notice within two business days of any filing that could affect the DIP Lender’s rights
  • Notice of any proposed sale or encumbrance of DIP Collateral outside the ordinary course
  • Copies of monthly operating reports
  • Access to inspect properties and books and records on reasonable notice

Conflicts and Governing Provisions

• Notwithstanding anything to the contrary in the Existing Loan Documents (including Section 12 of the Loan Agreement dated August 8, 2017), any intercreditor agreement (including the Intercreditor and Subordination Agreement dated August 9, 2017), or any other agreement among Wayne Bank, the DIP Lender, Mizzen, the SBA, or any other Prepetition Secured Party, the Consent Order and the Emergency DIP Term Sheet shall control to the extent of any conflict or inconsistency
• Any conflicting provisions are waived and superseded, self-executing upon entry of the Consent Order; provided that Mizzen’s consent to any such modification of any intercreditor agreement to which it and Wayne Bank are parties is limited to the extension of DIP Advances totaling $1.8 million on an interim basis, with any further DIP Advances beyond $1.8 million subject to Mizzen’s written consent or court order

Court Approval

• The Emergency DIP Term Sheet is approved on an interim basis, subject to approval by the Bankruptcy Court pursuant to a consent interim order and thereafter final orders in form and substance satisfactory to the DIP Lender
• A final hearing will be conducted on July 13, 2026 at 10:00 a.m. (ET) before the Honorable Christine M. Gravelle, Chief United States Bankruptcy Judge, in Courtroom #3 of the United States Bankruptcy Court, Clarkson S. Fisher U.S. Courthouse, 402 East State Street, Trenton, NJ 08608
• Any objection must be filed and served upon counsel for the Mesorah Debtors, counsel to the DIP Lender, counsel to Mizzen Capital, counsel to the SBA, and the Office of the United States Trustee by or before July 7, 2026 at 5:00 p.m. (ET); if no objections are filed and advocated at the hearing, the Consent Order shall continue in full force and effect and shall be deemed a final order without further notice or hearing in accordance with Fed. R. Bankr. P. 4001(d)(3)

Bank of New Hampshire $30M DIP Terms

Borrower(s) / Guarantor(s)

• Belgrade Lakes Summer Camps LLC, Iafalandco, LLC, Poland Landco LLC, Washington Lake, LLC, Waukeela Landco LLC, Wekeeland LLC, and WM Land, LLC, as Borrowers (the "SIMAD Debtor Borrowers")
• Camp Med-O-Lark, Inc., Iafaoperatingco, LLC, Mainewekeelaco, LLC, Poland Campco LLC, Waukeela Operatingco LLC, and WM Camp, LLC, as Guarantors (the "SIMAD Debtor Guarantors")

Agent / Lender(s)

• Bank of New Hampshire ("BNH" or the "DIP Lender"), an existing secured stakeholder that also serves as the Prepetition Lender

DIP Commitments

• $30 million senior, secured, priming debtor-in-possession credit facility comprised of:
  • Up to $10 million in new money term loans (the "New Money Commitments"):
    • Up to $2 million available upon entry of the Interim Order (the "Interim Advance")
    • The remaining principal amount in draws of no less than $8 million in the aggregate available upon entry of the Final Order
  • Upon entry of the Final Order, a 2:1 roll-up of $20 million of the BNH Pre-Petition Obligations, converted on a cashless basis ($2.00 of Prepetition Obligations converted for each $1.00 of New Money DIP Loans) without constituting a novation, repayment, or release
• As of the Petition Date, the Prepetition Loan Parties were jointly and severally indebted to the Prepetition Lender in an aggregate principal amount of not less than $29,110,292.91, plus accrued and unpaid interest thereon at the default rate through the Petition Date, and all costs, fees, expenses, and other obligations under the Prepetition Loan Documents
• The DIP Obligations are subject to mandatory prepayment under customary circumstances, with 100% of net cash proceeds applied to the prepayment of the outstanding DIP Obligations
• Mandatory prepayments (100% of net cash proceeds) are triggered by, among others: (i) any sale or disposition of Collateral outside the ordinary course; (ii) insurance, casualty, or condemnation proceeds; (iii) net proceeds of any debt or equity issuance; and (iv) net proceeds of any claims and causes of action recovered

Cash Collateral

• The SIMAD Debtor Loan Parties are authorized to use all Cash Collateral of the Prepetition Lender, consistent with the Approved DIP Budget and subject to Permitted Budget Variances, including to make Adequate Protection payments
• Cash Collateral consists of any and all of the Prepetition Loan Parties' cash, including amounts on deposit or maintained in any banking, checking, or other deposit accounts, amounts generated by the collection of accounts receivable or other disposition of the Prepetition Collateral, and the proceeds of any of the foregoing

Interest Rate

• Fixed rate of 10% per annum
• Default Rate Increase: an additional 3% per annum upon the occurrence and during the continuance of an Event of Default
• Accrued interest is due and payable monthly in arrears on the 15th day of each month, calculated on the basis of the actual number of days elapsed in a 365/366-day year, with all remaining accrued and unpaid interest due in cash on the Maturity Date

Fees

• Exit Fee: 3% of the New Money Commitments, fully earned and non-refundable upon entry of the Interim Order and payable in cash on the Maturity Date
• Payment of BNH's reasonable and documented attorneys' fees, financial advisor fees, if any, and out-of-pocket expenses incurred in connection with the DIP Facility, the BNH Collateral, or the Chapter 11 Cases, within ten days of delivery of a statement to the Debtors, the U.S. Trustee, and any Creditors Committee

Maturity

• The earliest to occur of:
  • The date that is six months after the initial funding of the DIP Loans
  • The closing date of the sale of all or substantially all of the SIMAD Debtor Loan Parties' assets (or, if multiple closings, upon the last of such closings)
  • The acceleration of the DIP Loans and the termination of the DIP Facility by BNH following the occurrence or during the continuation of an Event of Default
  • The confirmation of a plan of reorganization or liquidation of the Debtors

Carve Out

• Clerk and U.S. Trustee Fees payable under 28 U.S.C. § 1930(a)
• Chapter 7 Trustee Fees: in an aggregate amount not to exceed $50,000
• Pre-Trigger Carve-Out: fees and expenses of the Debtors' and any Creditors Committee's professionals provided for in the DIP Budget and incurred prior to delivery of a Carve-Out Trigger Notice
• Post-Carve-Out Trigger Notice Cap: an amount not to exceed $150,000 in the aggregate for fees and expenses incurred after delivery of a Carve-Out Trigger Notice

Use of Proceeds

• Provide working capital and fund other general corporate purposes of the SIMAD Debtor Loan Parties during the administration of the chapter 11 cases, including the payment of administrative claims allowed in the chapter 11 cases
• No proceeds of the DIP Facility or any Cash Collateral may be used to pay any fees, costs, or expenses of, or allocated to, any SIMAD Debtor that is not a Loan Party (including any professional fees or administrative expenses of such non-Loan Party Debtors), unless such fees, costs, or expenses are allocated to such non-Loan Party Debtor in accordance with an agreed-upon allocation set forth in the DIP Budget
• In no event may any proceeds of the DIP Facility or any Cash Collateral be used to satisfy any claim or obligation of a SIMAD Debtor that is not a Loan Party
• No portion of the DIP Facility, any Cash Collateral, or the Carve-Out may be used to assert any claims or causes of action against BNH or its advisors, agents, and sub-agents, including formal discovery proceedings in anticipation thereof, or to challenge any lien thereof

Credit Bid

• Subject to and upon entry of the Final Order and section 363(k) of the Bankruptcy Code, the DIP Lender shall have the right to credit bid all or any portion of the DIP Obligations in any sale of the DIP Collateral
• The Prepetition Lender shall have the right to credit bid up to the full amount of the Prepetition Obligations (including any Adequate Protection Obligations) in the sale of the Prepetition Collateral

Avoidance Actions

• The granting of the DIP Liens on any proceeds or property recovered in connection with the pursuit of claims or causes of action arising under chapter 5 of the Bankruptcy Code is subject to entry of the Final Order granting such relief

Challenge Period and Budget

• The DIP Budget is the 13-week cash flow and financial projections of the SIMAD Debtors Loan Parties, covering the period beginning on the date of filing the motion and ending on the Maturity Date
• The deadline to bring a Challenge (the "Challenge Period") is:
  • For parties in interest generally, 75 calendar days after entry of the Interim Order; and
  • For a Creditors' Committee, if appointed, 60 days after its appointment, but in no event later than September 15, 2026
  • If, prior to the end of the Challenge Period, the Cases convert to chapter 7 or a chapter 11 trustee is appointed, the Challenge Period is extended by the later of the time remaining under the Challenge Period or 45 days after the appointment of such trustee
• No more than $50,000 of the proceeds of the DIP Facility, the DIP Collateral, or the Prepetition Collateral, including Cash Collateral, in the aggregate, may be used by any Creditors' Committee, chapter 7 trustee, or chapter 11 trustee solely to investigate, within the Challenge Period, claims against the Prepetition Lender concerning the Prepetition Obligations

Security and Priorities

• Subject to the Carve-Out, all DIP Obligations constitute allowed superpriority administrative expense claims against each of the SIMAD Debtor Loan Parties' estates pursuant to section 364(c)(1) of the Bankruptcy Code (the "DIP Superpriority Claims"), with priority over any and all administrative expenses, adequate protection claims, diminution claims, and all other claims
• The DIP Lender is granted valid, binding, enforceable, non-avoidable, and automatically perfected liens and security interests in all DIP Collateral (subject to the Carve-Out) with the following priorities:
  • First lien on unencumbered property: a first priority senior security interest, pursuant to section 364(c)(2), in all property of the SIMAD Debtor Loan Parties not otherwise subject to a valid, perfected, and non-avoidable lien, including, upon entry of the Final Order, proceeds of Avoidance Actions
  • Liens junior to certain other liens: a security interest, pursuant to section 364(c)(3), junior and subordinate only to valid, perfected, and non-avoidable Permitted Liens in existence immediately prior to the Petition Date
  • Priming liens: a first priority senior priming security interest, pursuant to section 364(d)(1), senior to all existing liens on the property, including all prepetition secured indebtedness, other than Permitted Liens; the holders of the Primed Liens are deemed to have consented to the priming

Adequate Protection

Prepetition Lender

• As additional adequate protection for the BNH Pre-Petition Obligations, BNH shall receive the Roll-Up Amount, secured by the BNH Pre-Petition Liens, the BNH Adequate Protection Liens, and the BNH DIP Liens
• Adequate Protection Claims: superpriority administrative expense claims under section 507(b) for any Diminution in Value, subject and subordinate only to the Carve-Out and the DIP Superpriority Claims, and senior to all other claims
• Adequate Protection Liens: valid, binding, enforceable, and automatically perfected liens and security interests in the DIP Collateral in the amount of any Diminution in Value, senior to all other liens but subordinate only to the Carve-Out and the DIP Liens
• Adequate Protection Professional Fees and Expenses: payment of the reasonable and documented out-of-pocket fees, costs, and expenses of the Prepetition Lender, including the fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as legal counsel

U.S. Small Business Administration

• The SBA, which claims a security interest in certain assets of Poland Landco LLC and Camp Med-O-Lark, Inc. (the "SBA Collateral"), is entitled to adequate protection against Diminution in Value as follows:
  • A replacement perfected security interest under 11 U.S.C. § 361(2) in all of the assets of Poland Landco and Camp Med-O-Lark, only to the extent of the Diminution in Value of the SBA Collateral and the validity of SBA's prepetition claim and lien, with the same priority it held as of the Petition Date, subject and subordinate to the Carve-Out and the DIP Liens
  • To the extent such protection is insufficient, a super-priority administrative expense claim against Poland Landco and Camp Med-O-Lark under 11 U.S.C. § 507(b), senior to claims under section 507(a)(2) other than the Carve-Out, the DIP Superpriority Claims, and, to the applicable extent, the Adequate Protection Claims of the Prepetition Secured Parties
  • Copies of any reporting to the DIP Lender required hereunder, but solely related to Poland Landco and Camp Med-O-Lark

Waivers

• Release: the DIP Loan Documents and the Orders provide for a full, absolute, plenary, and unconditional release of BNH of all liability for any and all claims, causes of action, or other rights of the SIMAD Debtor Loan Parties, subject only to the challenge rights set forth in the Interim Cash Collateral Order
• Subject to and effective upon entry of the Final Order:
  • Section 506(c): the SIMAD Debtor Loan Parties and their estates waive the right to surcharge the Prepetition Collateral or the DIP Collateral, and no expenses of administration shall be charged against the DIP Collateral or the Prepetition Collateral (except to the extent of the Carve-Out)
  • Section 552(b): the "equities of the case" exception shall not apply to the Prepetition Lender or the DIP Lender
  • The equitable doctrine of "marshaling" shall not apply to the Prepetition Lender or the DIP Lender with respect to the DIP Collateral or the Prepetition Collateral
• Indemnification: the SIMAD Debtor Loan Parties shall indemnify, pay, and hold harmless BNH (and its directors, officers, employees, professionals, and agents) against any loss, liability, cost, or expense incurred in respect of the financing or the use of proceeds, except to the extent resulting from the gross negligence, bad faith, fraud, or willful misconduct of the indemnified party

Events of Default

• Failure to make any payment on the DIP Loans (including interest) when due, or to make any adequate protection payment to the Prepetition Lender when due
• Breach of representations and warranties in the DIP Loan Documents
• Dismissal of the Cases or conversion to chapter 7; appointment of a trustee, receiver, or an examiner with enlarged powers
• Any superpriority claim or lien pari passu with or senior to the DIP Lender's arising or being authorized or allowed
• Unauthorized payment on prepetition indebtedness (other than as permitted; the June 17, 2026 "first day" orders are satisfactory to BNH)
• Entry of an order granting relief from the automatic stay permitting foreclosure on material assets, or other actions with a material adverse effect
• The Interim or Final Order being reversed, amended, stayed, vacated, or modified without BNH's consent (except by the Final Order), or the Debtors applying for such relief
• Failure to comply with the Milestones or the terms of the DIP Budget (including Permitted Variances)
• Any DIP Loan Document ceasing to be valid/effective or being contested; the DIP Liens or DIP Claims ceasing to be valid, perfected, and enforceable
• Filing of a chapter 11 plan that does not propose to indefeasibly repay the DIP Obligations in full in cash on the effective date (absent BNH's written consent)
• The filing of any Challenge by any party (or any challenge to BNH's prepetition liens/claims supported by the Debtors)
• Failure to comply with affirmative covenants or violation of negative covenants; assertion that the guaranties are not valid and binding
• Entry of any order avoiding or requiring repayment of payments made on account of the DIP Obligations

Reporting

• Commencing after the third full week following entry of the Interim Order, by 5:00 p.m. (prevailing Eastern time) on Thursday of each calendar week ending on Friday, the SIMAD Debtor Loan Parties shall deliver to BNH, BNH's Advisors, and counsel to any Creditors' Committee a budget variance report/reconciliation, detailing Operating Disbursements for the immediate one-week period and whether each material variance is temporary or permanent
• Beginning in the third week following entry of the Interim Order, a detailed line-by-line computation of actual versus budget deviations shall be provided on a bi-weekly basis, with commentary for each material line-item deviation (favorable and unfavorable) for all variances greater than $50,000

Permitted Variance

• Commencing with the third full calendar week after entry of the Interim Order, Permitted Variances are tested each Friday on a weekly basis; the SIMAD Debtor Loan Parties shall not permit Operating Disbursements for any one-week period to exceed 115% of the Budgeted Disbursements on an aggregate basis
• The fees and expenses of Professional Persons are not subject to the Permitted Variances and shall not exceed 100% of the Budgeted Disbursements for such fees and expenses
• To the extent actual aggregate disbursements as of any Testing Date are less than the aggregate budgeted disbursements (a "Favorable Variance"), such Favorable Variance may be carried forward and added to the permitted disbursements for a subsequent testing period

Milestones

• The Interim Order shall be entered no later than five days after the filing of the Motion
• All BNH DIP Loan Documents shall be duly executed and delivered no later than twenty-one days after entry of the Interim Order
• The Final Order shall be entered no later than thirty-two days after entry of the Interim Order
• Such other Milestones to be included in the DIP Loan Documents as are consistent with the Bidding Procedures Order entered by the Bankruptcy Court at Docket No. 298

$2.8M Pine Forest DIP Terms

Borrower(s) / Guarantor(s)

• Pine Forest Campco LLC and Pine Forest Landco LLC, as DIP Borrowers, each a debtor and debtor-in-possession in the Chapter 11 Cases pending in the U.S. Bankruptcy Court for the District of New Jersey

Agent / Lender(s)

• Wayne Bank, as DIP Lender

DIP Commitments

• $1,400,000 new money debtor-in-possession term loan (the “New DIP Advance”) pursuant to the Loan Agreement dated December 13, 2022 (together with all ancillary documents, the “Existing Loan Documents”)
  • The New DIP Advance is in addition to prior DIP advances made by the Bank to the DIP Borrowers of $500,000 and a subsequent $900,000, collectively with the New DIP Advance constituting the “DIP Facility” (aggregate Wayne Bank DIP exposure of $2,800,000)
• This order is styled an “Amended Consent Order” and is the latest in a series of Wayne Bank DIP approvals; except as to the adequate protection provided to Wayne Bank under the Emergency DIP Term Sheet, it does not alter, amend, or modify the adequate protection previously granted to Wayne Bank, Mizzen I, and CMC under the prior Consent Orders approving Pine Forest Emergency DIP Term Sheets [Docket Nos. 203 and 372]
• The Emergency DIP Term Sheet is approved on an interim basis, subject to entry of interim and final orders of the Bankruptcy Court in forms satisfactory to the DIP Lender

Interest Rate

• 14.0% per annum, payable in kind, calculated on the basis of the actual number of days elapsed in a 365/366-day year
• All remaining accrued and unpaid interest as of the Maturity Date shall be due and payable in cash on the Maturity Date

Fees

• DIP Finance Fee: 2.0%, payable in kind

Maturity

• The earliest to occur of:
  • Confirmation of a Chapter 11 plan
  • Sale of substantially all assets of the DIP Borrowers
  • Conversion of the Chapter 11 Cases to Chapter 7
  • Dismissal of the Chapter 11 Cases
  • Appointment of a Chapter 11 trustee
  • Such other date as agreed by the parties

Carve Out

• Fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)

Use of Proceeds

• In accordance with the terms of the DIP Budget, to provide working capital and for other general corporate purposes of the DIP Borrowers during the administration of the Chapter 11 Cases, including the payment of allowed administrative claims
• No proceeds of the DIP Facility or any Cash Collateral (as defined in section 363(a) of the Bankruptcy Code) shall be used to pay any fees, costs, or expenses of, or allocated to, any Debtor that is not a DIP Borrower, including any professional fees or administrative expenses of such non-DIP Borrower debtors, or to satisfy any claim or obligation of any debtor that is not a DIP Borrower
• No proceeds of the DIP Facility, Cash Collateral, or collateral securing the DIP Facility may be transferred, loaned, advanced, distributed, or otherwise made available, directly or indirectly, to any debtor, affiliate, or other entity that is not a DIP Borrower; any such transfer shall constitute an immediate Event of Default

Credit Bid

• The DIP Lender shall have the right to credit bid pursuant to section 363(k) of the Bankruptcy Code
• All proceeds of any sale of assets of the DIP Borrowers shall be applied first to the indefeasible payment in full in cash of all obligations under the DIP Facility prior to any distribution to any other creditor or party in interest

Avoidance Actions

• The granting of the DIP Liens on any proceeds or property recovered in connection with the pursuit of claims or causes of action arising under chapter 5 of the Bankruptcy Code, if any, shall be subject to entry of the Final Order granting such relief

Challenge Period and Budget

• The rights of parties in interest having standing (other than the DIP Borrowers) to contest the validity, perfection, priority, extent, enforceability, or amount of the DIP Lender’s prepetition claims, liens, and security interests shall expire on the date that is 30 days following entry of the Interim Order (the “Challenge Period”)
• If no challenge proceeding is commenced within the Challenge Period, the DIP Borrowers’ acknowledgments, stipulations, and admissions shall become binding and conclusive upon the DIP Borrowers, their estates, any official committee, any chapter 7 or chapter 11 trustee, examiner, or other successor, and all other parties in interest, and the DIP Lender’s claims and liens shall be deemed valid, binding, enforceable, non-avoidable, and not subject to challenge
• Nothing herein prejudices the rights of any party in interest, including Mizzen I, counsel to the Office of the United States Trustee, and Camping Management Corporation, to object to approval of the Emergency DIP Term Sheet or any subsequent Wayne Bank debtor-in-possession loan on a final basis
• Objection deadline: July 28, 2026, at 5:00 p.m. (ET); a final hearing will be conducted on August 4, 2026, at 1:00 p.m. (ET) before the Honorable Christine M. Gravelle, Chief United States Bankruptcy Judge. If no objections are filed and advocated at the hearing, the Consent Order shall be deemed a final order in accordance with Fed. R. Bankr. P. 4001(d)(3)

Debtor Stipulations / Acknowledgments (Existing Debt and Liens)

• As a material inducement to the Lender’s willingness to provide the DIP Advance, and subject to the challenge rights of all parties in interest (other than the DIP Borrowers), the DIP Borrowers acknowledge, stipulate, and agree that:
  • The indebtedness owing to the Lender under the Existing Loan Documents is valid, binding, enforceable, due and owing, and not subject to any offset, defense, counterclaim, recoupment, objection, avoidance claim, lender liability claim, equitable subordination claim, recharacterization claim, or other challenge of any kind
  • The Lender holds valid, binding, properly perfected, enforceable, and first-priority liens and security interests in the collateral described in the Existing Loan Documents, including the real property encumbered by the existing mortgage and all proceeds thereof
  • The DIP Borrowers possess no claims, defenses, causes of action, offsets, objections, or challenges against the Lender or its liens
  • The DIP Borrowers shall not contest or challenge the amount, validity, perfection, priority, extent, or enforceability of the Lender’s claims, liens, mortgages, security interests, or loan documents
  • The DIP Borrowers waive, release, and discharge any and all claims, causes of action, defenses, offsets, lender liability claims, equitable subordination claims, recharacterization claims, or other claims whatsoever that the DIP Borrowers or their estates may have against the DIP Lender arising on or before the date of entry of the Interim Order

Securities and Priorities

• Pursuant to section 364(c)(1) of the Bankruptcy Code, superpriority claims with priority over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, including sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113, and 1114 (the “DIP Superpriority Claims”)
• Pursuant to section 364(d)(1) of the Bankruptcy Code, a perfected first-priority, priming lien (the “DIP Liens”) on all assets and property of the DIP Borrowers, whether now owned or hereafter acquired, and proceeds thereof (the “Collateral”), provided that DIP Liens on chapter 5 recoveries shall be subject to entry of the Final Order
• The DIP Facility shall be deemed effective and automatically perfected upon the date of the Interim Order without the necessity of execution or recordation of mortgages, security agreements, control agreements, pledge agreements, financing statements, or other similar documents, or the DIP Lender’s possession or control of any Collateral; provided that the DIP Lender may require execution and recording of certain such documents in its sole discretion
• The “Senior Debt Cap” means the aggregate sum of $5,720,000.00 in principal plus interest, fees, costs, expenses, and indemnities payable on account of amounts incurred pursuant to the Mizzen Loan Documents, as set forth in the Subordination and Intercreditor Agreement dated November 12, 2025 among Mizzen Capital, LP, the Pine Forest Debtors, and CMC (the “CMC Subordination Agreement”)
  • To the extent Mizzen’s aggregate claims exceed the Senior Debt Cap, CMC’s liens and claims shall not be subordinated to such excess amounts
  • Mizzen I reserves all rights with respect to the amount of the Senior Debt Cap under the CMC Subordination Agreement

Adequate Protection

DIP Lender (Wayne Bank) — Prepetition Claims

• Replacement liens on all property of the DIP Borrowers to the extent of any diminution in value of the DIP Lender’s interests
• A superpriority administrative expense claim pursuant to section 507(b) of the Bankruptcy Code
• Payment in kind of all postpetition interest, fees, costs, and expenses accruing under the Existing Loan Documents

Mizzen Capital, L.P. and Mizzen Capital II, L.P. (“Mizzen I”)

• As adequate protection for any post-petition Diminution in Value of Mizzen I’s interests in the Collateral, and subject in all respects to the Senior Debt Cap:
  • A replacement perfected security interest under 11 U.S.C. § 361(2) in the assets of the Pine Forest Debtors, only to the extent of such Diminution in Value, only to the extent Mizzen I’s pre-petition claims and liens are valid, and with the same priority Mizzen I held in the pre-petition Collateral; provided that the priority of Mizzen I’s replacement lien over the liens of CMC shall be limited to the Senior Debt Cap
  • The replacement lien and security interest is automatically deemed perfected upon entry of the Consent Order without the necessity of possession or filing of financing statements, mortgages, or other documents
  • To the extent the adequate protection provided is insufficient, a super-priority administrative expense claim under 11 U.S.C. § 507(b) to the extent of such Diminution in Value, senior to any and all claims under 11 U.S.C. § 507(a)(2), subject only to fees of the United States Trustee and any other adequate protection super-priority lien having priority in the Collateral; provided that the priority of such claim over any claims of CMC shall be limited to the Senior Debt Cap
  • Such Emergency DIP Adequate Protection shall be in addition to the adequate protection provided under the Interim Mizzen Cash Collateral Order

Camping Management Corporation (“CMC”)

• A replacement perfected security interest under 11 U.S.C. § 361(2) in the assets of the Pine Forest Debtors, only to the extent of any diminution in value of CMC’s interest in its prepetition collateral, only to the extent CMC’s pre-petition claims and liens are valid, and junior in priority to the replacement liens granted to Wayne Bank and Mizzen I (to the extent valid and, with respect to Mizzen I, subject to the Senior Debt Cap)
• The replacement lien is automatically deemed perfected upon entry of the Consent Order without the necessity of possession or filing of financing statements, mortgages, or other documents
• To the extent the adequate protection provided is insufficient, a super-priority administrative expense claim under 11 U.S.C. § 507(b), junior to any super-priority administrative expense claims of Wayne Bank and Mizzen I (to the extent valid and, with respect to Mizzen I, subject to the Senior Debt Cap) and subject only to fees of the United States Trustee
• The Pine Forest Debtors shall provide Mizzen I, CMC, and any statutory committees with: a copy of the Approved Budget within two business days of its approval; copies of any weekly actual-to-budget reporting provided to Wayne Bank; and a running total of all aggregate payments made to Mizzen I from any source during the Chapter 11 Cases, for purposes of monitoring the Senior Debt Cap

Milestones

• The occurrence of any of the following shall constitute an Event of Default:
  • Failure to obtain entry of the Interim Order within five days after filing of the DIP Motion seeking approval of the DIP Facility
  • Failure to obtain entry of the Final Order within 30 days after entry of the Interim Order
  • Failure to satisfy any other milestone set forth in the Interim Order, Final Order, or otherwise approved by the Bankruptcy Court

Events of Default

• Events of Default include:
  • Unauthorized use of DIP proceeds, including the transfer of any DIP Advance to a debtor or affiliate other than the DIP Borrowers
  • Failure to comply with the approved budget beyond permitted variances
  • Failure to obtain an interim or final order satisfactory to the Lender
  • Conversion or dismissal of the Chapter 11 case
  • Failure to maintain insurance on collateral
  • Failure to pay obligations at maturity
  • Any event of default under the Existing Loan Documents
• Upon the occurrence of an Event of Default and expiration of any applicable notice and cure period, the Lender shall be entitled to exercise all rights and remedies available under the Bankruptcy Code, applicable law, the Existing Loan Documents, and any interim or final DIP financing order

Permitted Variance

• The DIP Borrowers shall operate strictly in accordance with a rolling 13-week budget approved by the DIP Lender and shall provide the DIP Lender with weekly reports detailing actual cash receipts and disbursements, budget variances, cash balances, accounts payable, accounts receivable, and such other financial information as the DIP Lender may reasonably request
• Any variance in excess of 10% on either an aggregate or line-item basis shall constitute an Event of Default unless expressly waived by the DIP Lender in writing

Bluestar $4.5M DIP Terms

Borrower(s) / Guarantor(s)

• Bluestar Landco, LLC and Bluestar Operatingco, LLC, as Borrowers (the "Bluestar Debtor Borrowers"), each a North Carolina limited liability company, jointly and severally liable under the promissory note
• The Bluestar Debtor Borrowers are among the debtors jointly administered under lead case In re SIMAD Holdings Ltd., et al., Case No. 26-16388 (CMG) (D.N.J.). The SIMAD Debtors filed voluntary chapter 11 petitions on June 4 and June 5, 2026 and continue to manage and operate their businesses as debtors-in-possession pursuant to sections 1107(a) and 1108; no trustee or examiner has been appointed
• The final order does not identify any guarantor of the HTB DIP Facility. Guaranties supporting the Prepetition Loan Documents were given by David A. Shabsels, Michael (also spelled Micheal) Shabsels, SIMAD Holdings, LLC, Bluestar Operatingco, LLC, Seth Adam Herschthal and Lauren Popkin Herschalthal

Agent / Lender(s)

• HomeTrust Bank ("HTB"), Asheville Commercial Market, as DIP Lender (also the Prepetition Lender)
• McManimon Scotland & Baumann, LLC serves as legal counsel to HTB
• Western North Carolina Service Corporation, as Trustee under the July 20, 2026 deed of trust securing future advances

DIP Commitments

• $4.5 million postpetition, superpriority, senior secured, priming debtor-in-possession facility (the "HTB DIP Facility"), approved on a final basis and evidenced by a promissory note dated July 20, 2026 in the original principal amount of $4,500,000, executed jointly and severally by the Bluestar Debtor Borrowers, comprised of (collectively, the "New Money DIP Loans"):
  • Up to $2,320,000 in Interim Advances authorized under the interim order
  • No less than $2,180,000 in aggregate principal amount available upon entry of the final order (the "Final New Money DIP Loans")
• Upon entry of the final order, the borrowers are authorized to borrow up to an aggregate principal amount of $4,500,000 of New Money DIP Loans, inclusive of amounts approved under the interim order, without further action by the borrowers or any other party
• The note evidences a non-revolving line of credit; advances may be requested orally or as provided in the loan documents by Assaf Ravid, as Chief Restructuring Officer of each borrower, with all oral requests confirmed in writing on the day of the request
• Advances may be drawn during a six-month funding period, subject to the applicable conditions and so long as the maximum principal amount outstanding does not exceed the facility and no default has occurred; once repaid, advances may not be re-drawn
• The deed of trust secures present and future advances and obligations; present obligations secured are stated as $0.00, the maximum principal amount securable at any one time is $4,500,000, and future advances may be made during the 30-year period following the date of the deed of trust, pursuant to N.C. Gen. Stat. §§ 45-67 et seq.
• Prepetition Obligations: the borrowers stipulated, and reaffirm, that as of the petition date they were indebted to HTB in an aggregate principal amount of not less than $3,133,976 under the Prepetition Loan Documents, which consist of:
  • A February 2023 loan to Bluestar Landco, LLC in the original principal amount of $2,000,000 (the "Prepetition Loan"), evidenced by an Agreement dated February 2023, a promissory note executed February 3, 2023, commercial guaranties of David A. Shabsels, Michael Shabsels, SIMAD Holdings LLC and Bluestar Operatingco, LLC, and a deed of trust securing future advances and an assignment of rents each dated February 1, 2023
  • A promissory note in the principal amount of $5 million executed by Bluestar Landco, LLC, together with a deed of trust and assignment of rents securing advance guarantees executed by Bluestar Operatingco, LLC, SIMAD Holdings, LLC, Micheal Shabsels and David Shabsels, each dated September 21, 2021
  • A promissory note in the principal amount of $850,000 executed by Bluestar Landco, LLC, together with a deed of trust and assignment of rents securing advance guarantees executed by Bluestar Operatingco, LLC, SIMAD Holdings, LLC, Micheal Shabsels, David Shabsels, Seth Adam Herschthal and Lauren Popkin Herschalthal, each dated November 17, 2025
  • A promissory note in the principal amount of $450,000, together with a deed of trust modifying the promissory notes, executed by Bluestar Operatingco LLC, SIMAD Holdings, LLC, Micheal Shabsels, David Shabsels, Seth Adam Herschthal and Lauren Popkin Herschalthal, each dated April 20, 2026
• The Prepetition Loan and the obligations thereunder are secured by the assets described in the deed of trust and the assignment of rents with respect to Bluestar Landco, LLC; the liens securing the Prepetition Loans are the "Prepetition Liens," and the collateral covered by the Prepetition Loan Documents together with all cash proceeds is the "Prepetition Collateral"
• As of the petition date, HTB did not have a perfected lien in the assets of Bluestar Operatingco, LLC; references to the Prepetition Liens refer solely to HTB's properly perfected liens in Bluestar Landco, LLC's assets

Cash Collateral

• Any and all of the borrowers' cash, including amounts on deposit or maintained in any banking, checking, or other deposit accounts, amounts generated by the collection of accounts receivable or other disposition of the Prepetition Collateral existing as of the petition date or deposited into such accounts after the petition date, and the proceeds of any of the foregoing, constitutes the Prepetition Lender's cash collateral within the meaning of section 363(a); Cash Collateral also includes all cash proceeds of the Prepetition Collateral and the HTB DIP Collateral
• The borrowers are authorized to use all Cash Collateral of HTB solely for the purposes set forth in the final order and consistent with the Approved DIP Budget, including to make payments on account of the Adequate Protection Obligations (if subject thereto), from the date of the final order through and including the date of termination of the HTB DIP Loan Documents
• Upon a termination consistent with the HTB DIP Loan Documents, all authority to use Cash Collateral ceases, subject only to the limited Remedies Notice Period carve-out described under Events of Default and Remedies
• In the event of any conflict between the Interim Order Authorizing the SIMAD Debtors to Use Cash Collateral of HomeTrust Bank [Docket No. 146] and the final order, the final order controls

Interest Rate

• 10.0% fixed per annum per the HTB DIP term sheet; the rate stated on the face of the July 20, 2026 promissory note is not legible in the copy reviewed and should be confirmed against a clean copy
• Interest calculation method: interest is computed by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding
• Interest after default: the note provides for an increased rate under its "Interest After Default" provision (the default margin is not legible in the copy reviewed and must be confirmed)
• Late Charge: 4.000% of the payment if a payment is 10 days or more late

Fees

• Origination Fee: 0.5% of the loan amount, payable at closing — charges paid in cash at closing totaled $22,536.00, comprised of a $22,500.00 origination fee and a $36.00 flood determination fee; no prepaid finance charges were paid in cash
• Exit Fee: 3.0% of the loan amount, payable on the earlier of a sale or the maturity date
• Dishonored Item Fee: $36.00
• Trustee's Fees: 5% of the gross proceeds of the sale for a completed foreclosure; if foreclosure is commenced but not completed, the grantor pays all expenses incurred by the Trustee and a partial commission computed on 5% of the outstanding indebtedness — one-fourth before the Trustee issues a notice of hearing on the right to foreclose, one-half after issuance of notice of hearing, three-fourths after a hearing, and the full commission after the final sale
• Subject to the Challenge rights, the borrowers are authorized and directed to pay the principal, interest, fees, payments, expenses, and other amounts described in the HTB DIP Loan Documents as they become due, without further Court approval, including backstop, fronting, closing, arrangement, or commitment payments, administrative agent's fees, collateral agent's fees, and escrow agent's fees; such obligations constitute HTB DIP Obligations
• Non-refundable payment of all reasonable and documented fees and expenses arising from or related to negotiating, documenting, approving, administering, monitoring, or enforcing rights under the HTB DIP Loan Documents or related to the chapter 11 cases, including the fees and expenses of McManimon Scotland & Baumann, LLC and any other professionals retained by HTB (collectively, "HTB's Advisors")
  • Not subject to Court approval, and no recipient is required to file an interim or final fee application
  • Invoices are payable no later than ten business days (the "Review Period") after receipt by counsel for the SIMAD Debtors, the Creditors' Committee, or the U.S. Trustee; invoices need not follow any particular format but must include sufficient detail to assess reasonableness, including the matters worked on, the professionals involved, their hourly rates, hours billed, and, for law firms, each attorney's year of law school graduation, with appropriate privilege redactions; expenses must be broken out by type, and the U.S. Trustee reserves the right to seek unredacted copies
  • If the borrowers, the U.S. Trustee, or the Creditors' Committee serves a written objection within the Review Period, the borrowers shall pay only the amounts not subject to objection, with the withheld amount payable as subsequently agreed or ordered by the Court
  • Delivery of such statements or invoices does not waive the attorney-client privilege, the work product doctrine, or any other evidentiary privilege
• Indemnification: to the extent provided in the HTB DIP Loan Documents, the borrowers will indemnify and hold harmless HTB and its affiliates, successors and assigns, and their officers, directors, employees, agents, attorneys, advisors, controlling persons and members (the "Indemnified Parties") from any loss, costs or expenses (including reasonable and documented legal fees) and liabilities arising out of or relating to the financing and any actual or proposed use of loan proceeds
  • No indemnity is owed against a successful Challenge, or for amounts determined by final, non-appealable judgment to have been incurred by reason of the gross negligence and/or willful misconduct of the Indemnified Party
  • No Indemnified Party has liability to the borrowers or their shareholders or creditors except to the extent found by final, non-appealable judgment to have resulted solely from that party's gross negligence, fraud, or willful misconduct, or breach of its obligations under the HTB DIP Facility; the indemnity has equal priority and lien status to the HTB DIP Superpriority Claims
  • No Indemnified Party or SIMAD Debtor is liable on any theory of liability for special, indirect, consequential, or punitive damages

Maturity

• January 20, 2027 (six months from the note date), when all outstanding principal plus all accrued unpaid interest is due in one payment
• Prepayment Penalty: None
• Following a termination consistent with the HTB DIP Loan Documents (a "Termination"): all HTB DIP Obligations become immediately due and payable and all New Money Commitments terminate; all authority to use Cash Collateral ceases, subject to the Remedies Notice Period carve-out; and HTB is otherwise entitled to exercise rights and remedies under the HTB DIP Loan Documents in accordance with the final order

Milestones

• Bankruptcy Court approval of the Interim Order on or before July 24, 2026

Events of Default and Remedies

• The occurrence of any of the following, unless waived by HTB, constitutes an event of default:
  • Actual expenditures of the borrowers exceeding the Permitted Budget Variances
  • A default in any material respect under any terms of the HTB DIP Loan Documents that is not cured, to the extent capable of cure, within five business days of written notice from HTB to the borrowers and the Creditors' Committee
  • Any material breach of any provision of the HTB DIP Loan Documents that is not cured, to the extent capable of cure, within five business days of written notice from HTB to the borrowers and the Creditors' Committee
  • Under the underlying commitment letter dated July 17, 2026, a default under any of its terms is also an event of default
• Upon an event of default, obligations under the HTB DIP Loan Documents immediately terminate, HTB is not obligated to advance further funds, and HTB may, upon delivery of written notice (which may be by email) to the borrowers, the Creditors' Committee, and the U.S. Trustee (a "Termination Declaration"), declare the entire unpaid principal balance and accrued interest immediately due and payable
• Remedies Notice Period: the automatic stay is modified such that five business days after the Termination Declaration Date, HTB may exercise its rights and remedies to satisfy the HTB DIP Obligations, the HTB DIP Superpriority Claims, and the HTB DIP Liens
  • During the Remedies Notice Period, the borrowers and the Creditors' Committee may seek an emergency hearing; if the Court has not held such hearing or ruled prior to expiration, the period is automatically extended and the stay remains in effect as to HTB until the Court rules
  • During the Remedies Notice Period, the borrowers may use Cash Collateral solely to fund payroll and other expenses critical to the administration of their estates in accordance with the Approved DIP Budget, or to seek an emergency hearing
  • Unless the Court determines prior to expiration that an event of default has not occurred or is not occurring, or orders otherwise, the automatic stay as to HTB automatically terminates at the end of the Remedies Notice Period without further notice or order
• Pursuant to the Addendum to Loan Documents, certain provisions are deleted from the Loan Documents and are of no further force or effect, including any event of default based on the lender deeming itself insecure, any event of default arising solely from the indebtedness, insolvency, financial condition, bankruptcy, or similar condition of the borrowers, and any event of default arising solely from an event of default by any guarantor under any guaranty or other agreement
• Separately, the deed of trust contains a due-on-sale provision under which the lender may declare all sums secured immediately due and payable upon the sale or transfer of all or any part of the real property without prior written consent; "transfer" includes any restructuring of the entity (by merger, division or otherwise) and any change in ownership of more than 25% of the limited liability company interests of a grantor

Automatic Stay Modification

• The automatic stay is modified to allow HTB to file any financing statements, notices of liens, or similar instruments in order to validate and perfect the liens and security interests granted under the orders, and as necessary to permit the borrowers to grant liens to HTB and to incur all liabilities and obligations set forth therein

Conditions Precedent

• HTB has no obligation to make any HTB DIP Loan unless all conditions precedent to the making of such extensions of credit under the HTB DIP Loan Documents have been satisfied in full or waived in accordance with the HTB DIP Loan Documents

Amendments

• No further Court approval is required for amendments, waivers, consents, or other modifications to the HTB DIP Loan Documents or the HTB DIP Obligations that are not material, provided that any such non-material amendment is provided to the U.S. Trustee and counsel for the Creditors' Committee substantially concurrently with being implemented
• No non-material amendment may be materially adverse to general unsecured creditors; any non-material amendment that is materially adverse to general unsecured creditors requires three business days' prior notice to counsel to the Creditors' Committee and an opportunity to object

Use of Proceeds

• Proceeds of the HTB DIP Loans may be used solely for the purposes permitted under the HTB DIP Loan Documents and the final order, and consistent with the Approved DIP Budget, to:
  • Permit the orderly continuation of the borrowers' business and fund operations at the Blue Star Camps
  • Maintain business relationships with vendors, suppliers, campers, and other parties
  • Pursue a sale transaction or transactions
  • Pay certain Adequate Protection Obligations, if any
  • Pay the costs of administration of the estates and the chapter 11 cases, including the Professional Fees in the Approved Budget
  • Satisfy other working capital and general corporate purposes
• In no event may any proceeds of the HTB DIP Loans be used to satisfy any claim or obligation of any SIMAD Debtor that is not a Bluestar Debtor Borrower
• The specific purpose of the loan is refinancing special assets; the primary purpose is business, including real estate investment; the disbursement request reflects that the full $4,500,000 of note principal was undisbursed at closing

Limitation on Use of Proceeds

• None of the HTB DIP Facility, the HTB DIP Collateral, or the Prepetition Collateral, including Cash Collateral, may be used to investigate, initiate, assert, prosecute, join, commence, support, or finance any claim, action, or proceeding against HTB (in its capacity as DIP Lender or Prepetition Lender) and its related parties, including any "lender liability" claims or any relief that would impair HTB's rights and remedies, or to pay professionals retained by the SIMAD Debtors or the Creditors' Committee for asserting or joining in any such claim or proceeding
• Such collateral and proceeds may not be used to object to or challenge the legality, validity, priority, perfection, or enforceability of HTB's claims, liens, or interests, to assert avoidance actions related to the HTB DIP Obligations or HTB DIP Liens, or to seek monetary, injunctive, or other affirmative relief against HTB
• Nothing in this limitation restricts any Professional Person retained by the Creditors' Committee from incurring professional fees and expenses in connection with the investigation or prosecution of a Challenge and seeking allowance of such fees by the Court, or impairs the rights of any party in interest under section 1129(a)(9)

Credit Bid

• Subject to the lien priorities set forth in the final order and to section 363(k):
  • HTB has the right to credit bid all or any portion of the HTB DIP Obligations in any sale of the HTB DIP Collateral
  • HTB has the right, subject to the Challenge rights, to credit bid up to the full amount of the Prepetition Obligations (including any Adequate Protection Obligations) in any sale of the Prepetition Collateral
• In each case, credit bidding is subject to the terms of the Bidding Procedures Order [Docket No. 298], without the need for further Court order, whether the sale is effectuated through section 363(k), 1123 or 1129(b), by a chapter 7 trustee under section 725, or otherwise

Avoidance Actions

• The HTB DIP Collateral does not include any proceeds or property recovered in connection with the pursuit of claims or causes of action arising under chapter 5 of the Bankruptcy Code (the "Avoidance Actions")
• The Adequate Protection Claims are not payable from, and have no recourse to, the Avoidance Actions or any proceeds of or property recovered in respect thereof, and no Adequate Protection Liens attach to the Avoidance Actions or any such proceeds or property

Challenge Period and Budget

• Challenge deadline: on or before September 15, 2026, by which a party in interest with proper standing granted by order of the Court must have timely and properly filed an adversary proceeding or contested matter challenging, among other things, the validity, enforceability, extent, priority, or perfection of HTB's mortgages, security interests, and liens; the validity, enforceability, allowability, priority, secured status, or amount of the Prepetition Obligations; and the borrowers' Stipulations, admissions, agreements and releases
  • If, prior to the end of the Challenge Period, the cases convert to chapter 7 or a chapter 11 trustee is appointed, the Challenge Period is extended by the later of the time remaining under the Challenge Period or 45 days after the appointment of such trustee
  • The deadline may be extended in writing (which may be via email) by agreement of HTB, the Debtors, and the Creditors' Committee
• The Creditors' Committee or other party in interest must move for standing within the Challenge Period, with a draft complaint attached; the filing of a standing motion tolls the Challenge Period only as to the filing party, until two business days from the date the motion is resolved or ruled upon, and only with respect to the claims asserted in the draft complaint. A separate order conferring standing is a prerequisite to prosecuting a Challenge
• Upon expiration of the Challenge Period Termination Date without a timely Challenge (or if any Challenge is filed and overruled), all Challenges are forever barred, the Prepetition Obligations constitute allowed claims not subject to counterclaim, setoff, recoupment, reduction, subordination, recharacterization, defense, or avoidance, and the Prepetition Liens are deemed to have been, as of the petition date, legal, valid, binding, and perfected secured claims
• If a Challenge is timely filed and remains pending when the cases convert to chapter 7, the chapter 7 trustee may continue to prosecute it on behalf of the estates. Any trustee appointed or elected is, until expiration of the Challenge Period and thereafter for the duration of any Challenge, deemed a party other than the borrowers and is not bound by the borrowers' acknowledgements, admissions, confirmations and stipulations for purposes of that proceeding
• Even where a Challenge is timely filed, the borrowers' Stipulations remain binding and preclusive on the Creditors' Committee and any other person except to the extent expressly challenged before the Challenge Period Termination Date; upon a successful Challenge, the Court may fashion an appropriate remedy
• The parties stipulate that the fact that the Challenge Period has not terminated is not a basis on which to declare the obligations due to HTB to be in bona fide dispute as that term is used in 11 U.S.C. § 363(f) so as to justify a sale of the Prepetition Collateral and the HTB DIP Collateral free and clear of HTB's liens without the obligation to satisfy those liens at the time of sale
• Budget and reporting:
  • The Approved DIP Budget, attached as Exhibit 1 to the final order, must be in form and substance reasonably acceptable to HTB
  • Standard financial statement reporting and documentation as reasonably requested by HTB concerning the borrowers and any related entities is required for as long as the HTB DIP Loans remain outstanding; specifically, HTB requires bi-weekly reporting of financial performance against the budget prepared and presented to the Court
  • All financial, budget, and variance reporting delivered to HTB must be delivered simultaneously to counsel to the Creditors' Committee
  • The borrowers must provide HTB, HTB's Advisors, and counsel to the Creditors' Committee with all reporting, diligence requests, and other required information, and, on notice to counsel to the SIMAD Debtors (email being sufficient) at reasonable times during normal business hours, permit HTB's representatives reasonable access to requested information, including historical information, the borrowers' books, records and personnel, regularly scheduled meetings with senior management and other company advisors, and the borrowers' premises and properties. HTB and HTB's Advisors also have reasonable access to SSG Advisors, LLC, the SIMAD Debtors' investment banker

Securities and Priorities

• HTB is granted valid, enforceable, binding, non-avoidable, and fully perfected first priority priming liens on and senior security interests in the Prepetition Collateral, together with (i) a credit line deed of trust on property located at 80 Blue Star Way, 927 Crab Creek Road and 951 Crab Creek Road, all Hendersonville, NC 28739, comprised of three parcels (PIN 9545-37-1279, 9546-11-1101 and 9546-02-6874) containing 448 acres and existing and future improvements thereon, and (ii) a security interest in all assets of the Bluestar Debtor Borrowers whether or not such assets are Prepetition Collateral (collectively, the "HTB DIP Collateral")
  • The street number and ZIP code above are taken from the recorded deed of trust; the recital in the final order as transcribed reads "89 Blue Star Way ... Hendersonville, NC 28793" — the discrepancy should be confirmed against a clean copy of the order
• The HTB DIP Liens are subject to the following priorities:
  • First lien on unencumbered property: pursuant to section 364(c)(2), a first priority senior security interest in and lien upon all tangible and intangible prepetition and postpetition property of the borrowers, whether existing on the petition date or thereafter acquired, and the proceeds, products, rents and profits thereof, that on or as of the petition date is not subject to (i) a valid, perfected, and non-avoidable lien or (ii) a valid and non-avoidable lien in existence as of the petition date that is perfected after the petition date as permitted by section 546(b) — excluding causes of action against directors or officers, commercial tort claims, Avoidance Actions, and any applicable D&O or similar policy and proceeds thereunder
  • Liens junior to certain other liens: pursuant to section 364(c)(3), a security interest in and lien upon all tangible and intangible prepetition and postpetition property, immediately junior and subordinate only to Permitted Liens in existence immediately prior to the petition date — statutory liens for ad valorem, real property, personal property, sales, use, or similar taxes and governmental charges not yet due or actively contested in good faith, and mechanics', materialmen's, warehousemen's, carriers', repairmen's, landlord's and other similar statutory or possessory liens arising by operation of law in the ordinary course and not securing debt for borrowed money. No Permitted Lien includes any lien securing debt for borrowed money, funded debt, letter of credit obligations, or other financing obligations, and each Permitted Lien remains subject to avoidance, recharacterization, subordination, surcharge, reduction, disallowance, and challenge
  • Priming liens: pursuant to section 364(d)(1), a first priority senior priming security interest in and lien upon all HTB DIP Collateral, senior in priority to all existing liens on such property, including all prepetition secured indebtedness of the borrowers, other than Permitted Liens (the "Primed Liens"). The holders of the Primed Liens are deemed to have consented to the priming
• Pursuant to section 364(c)(1), all HTB DIP Obligations constitute allowed superpriority administrative expense claims against the HTB DIP Collateral (the "HTB DIP Superpriority Claims"), with priority over any and all administrative expenses, adequate protection claims, diminution claims, and all other claims against each of the borrowers, including those specified in sections 503(b) and 507(b), and over claims arising under sections 105, 328, 330, 331, 503(b), 506(c), 507(a) (other than section 507(a)(1)), 507(b), 726, 1113, or 1114, payable from all prepetition and postpetition property and all proceeds thereof; such allowed claims are, for purposes of section 1129(a)(9)(A), considered administrative expenses allowed under section 503(b)
• No other superpriority claims may be granted or allowed unless junior to the HTB DIP Superpriority Claims and the Adequate Protection Claims and consented to by HTB
• The HTB DIP Liens are senior to all security interests in, liens on, or claims against any HTB DIP Collateral, including any lien avoided or preserved under section 551; are valid and enforceable against any trustee and upon conversion or dismissal; may not be made subject to or pari passu with any lien granted in the chapter 11 cases or any successor case; and are not subject to sections 510, 549, or 550
• The HTB DIP Liens and Adequate Protection Liens are automatically perfected; HTB is authorized, but not required, to file financing statements, intellectual property filings, mortgages, depository account control agreements, notices of lien, or similar instruments, and a certified copy of the final order may be filed or recorded in lieu thereof, with the date of perfection being the date of the final order
• Insurance: until the HTB DIP Obligations are paid in full, the borrowers must maintain casualty and loss insurance coverage for the HTB Prepetition Collateral and the HTB DIP Collateral as required by the Prepetition Loan Documents and the HTB DIP Loan Documents, naming HTB as loss payee or additional insured, as applicable
• Section 364(e) protection: the HTB DIP Facility was negotiated in good faith and at arm's length, and the HTB DIP Obligations, HTB DIP Liens, and HTB DIP Superpriority Claims are entitled to the full protection of section 364(e) if the final order or any provision of it is vacated, reversed, or modified on appeal or otherwise; any liens, claims, or payments to HTB arising prior to the effective date of any such vacatur, reversal, or modification are governed in all respects by the original provisions of the final order
• No obligation, payment, transfer, or grant of security under the HTB DIP Loan Documents or the final order may be stayed, restrained, voided, avoided, or recovered under the Bankruptcy Code (including sections 502(d), 548 or 549) or applicable state fraudulent transfer, fraudulent conveyance, or voidable transactions law, or subjected to any defense, reduction, setoff, recoupment, or counterclaim; all payments or proceeds remitted to HTB are received free and clear of any claim, charge, assessment, or other liability
• Any provision of a lease (other than nonresidential real property leases), license, contract, or other agreement requiring third-party consent or approval, or payment of fees to a governmental entity, as a condition to pledging, granting, selling, assigning, or transferring an interest is deemed inconsistent with the Bankruptcy Code and has no force and effect with respect to the granting of the HTB DIP Liens and Adequate Protection Liens; this does not render any contract or lease unable to be assumed or assigned or impair a counterparty's right to object on other grounds
• Neither HTB nor the Prepetition Lender is required to file any proof of claim or request for payment of administrative expenses with respect to the HTB DIP Obligations or the Prepetition Obligations
• The final order does not contain a separate professional fee "carve-out," a section 506(c) surcharge waiver, or a section 552(b) equities-of-the-case waiver. The Professional Fees set forth in the Approved Budget are senior to the Adequate Protection Liens but not to the HTB DIP Liens

Adequate Protection

Prepetition Lender (HomeTrust Bank)

• Adequate Protection Claims: superpriority administrative expense claims to the extent contemplated by section 507(b) against Debtor Bluestar Landco, LLC for any postpetition diminution in value of HTB's liens and security interests in the Prepetition Collateral, including Cash Collateral ("Diminution in Value"), from and after the petition date
  • Subject and subordinate only to the HTB DIP Superpriority Claims
  • Senior to any and all other administrative expense claims and all other claims against Bluestar Landco, LLC and its estate
• Adequate Protection Liens: valid, binding, enforceable, and automatically perfected replacement liens and security interests in the HTB DIP Collateral in the amount of any Diminution in Value, effective and perfected as of entry of the interim order without the necessity of any filing or other action
  • Senior to all other liens on, or claims against, any HTB DIP Collateral, but subordinate only to the HTB DIP Liens and the Professional Fees as set forth in the Approved Budget
  • In no circumstances may the Adequate Protection Liens be senior to or pari passu with any HTB DIP Liens, regardless of whether any such liens attach prior in time
• Adequate Protection Professional Fees and Expenses: payment of all reasonable and documented out-of-pocket fees, costs, and expenses of the Prepetition Lender, including the fees and expenses of McManimon Scotland & Baumann, LLC, incurred prior to or after the petition date and relating in any way to legal services related to the Prepetition Obligations, the HTB DIP Facility, the borrowers, or the chapter 11 cases, without separate Court approval or the filing of fee applications
• Other covenants: the HTB DIP Facility is contingent upon the borrowers maintaining their full deposit and treasury management relationship with HTB during the term of the HTB DIP Loan. The final order further provides, as written, that "HTB is required to comply with the affirmative covenants contained in the HTB DIP Loan Documents"
• Reporting requirements: as additional adequate protection, the borrowers must comply with all reporting requirements set forth in the HTB DIP Loan Documents, with all reporting delivered simultaneously to counsel to the Creditors' Committee
• Section 507(b) reservation: nothing impairs or modifies the application of section 507(b) in the event the adequate protection provided is insufficient to compensate for any Diminution in Value, and nothing constitutes a finding by the Court or an acknowledgment by the Prepetition Lender that the adequate protection granted does in fact adequately protect against any Diminution in Value
• Right to seek additional adequate protection: the final order is without prejudice to HTB's right to request further or alternative forms of adequate protection at any time, or the rights of the SIMAD Debtors or any other party to contest such request
• The Adequate Protection Liens are not subject, junior, or pari passu to any lien avoided and preserved for the benefit of the estates under section 551 or otherwise, and are not subordinated to or made pari passu with any lien, security interest, or administrative claim under section 364 or otherwise
• Reservation of rights: entry of the final order does not waive or impair HTB's rights to seek other or supplemental relief, to request modification of the automatic stay, to request dismissal or conversion of the cases or appointment of a trustee or examiner with expanded powers, or to propose a chapter 11 plan subject to section 1121. For all adequate protection purposes, HTB is deemed to have requested relief from the automatic stay, and that request survives termination of the final order

U.S. Small Business Administration

• The SBA, which claims a security interest in certain assets of Bluestar Landco, LLC (the "SBA Collateral"), is entitled to adequate protection against Diminution in Value of the SBA Collateral arising from (a) the imposition of the automatic stay or the use, sale, or lease of the SBA Collateral, or (b) the HTB DIP Facility, HTB DIP Loans, or HTB DIP Liens, as follows:
  • A replacement perfected security interest under 11 U.S.C. § 361(2) in all assets of Bluestar Landco, LLC, only to the extent of the Diminution in Value of the SBA Collateral, only to the extent the SBA's prepetition claim and lien against Bluestar Landco, LLC is valid, and with the same priority in the postpetition collateral and proceeds that the SBA held in the SBA Collateral as of the petition date, if any; such replacement liens are subject and subordinate to the DIP Liens
  • The replacement lien and security interest are automatically deemed perfected upon entry of the final order without the necessity of possession or filings
  • Solely to the extent the adequate protection provided is insufficient, a superpriority administrative expense claim against Bluestar Landco, LLC to the extent of such Diminution in Value pursuant to 11 U.S.C. § 507(b), senior to all claims against Bluestar Landco, LLC under 11 U.S.C. § 507(a)(2), other than (i) the HTB DIP Superpriority Claims and (ii) to the extent the Prepetition Liens are senior in priority to the SBA's prepetition liens on the SBA Collateral, the Adequate Protection Claims granted to HTB
  • The SBA will be provided copies of any reporting to HTB required under the final order
  • Such adequate protection is in addition to any adequate protection provided in the Interim Order Authorizing the SIMAD Debtors to Use Cash Collateral of the U.S. Small Business Administration [Docket No. 142] and any subsequent orders on cash collateral usage

Camp Deposits

• Any liens on deposits paid to or for the benefit of the Bluestar Debtor Borrowers in respect of any camp season (the "Camp Deposits") granted to or claimed by HTB or any other party are junior to any parent's rights to a refund of such Camp Deposits

Preservation of Rights and Plan Treatment

• Except as expressly provided in the final order or the HTB DIP Loan Documents, the HTB DIP Liens, the HTB DIP Superpriority Claims, the Adequate Protection Liens, the Adequate Protection Obligations, and all other rights and remedies of HTB survive and maintain their priority, and are not modified, impaired, or discharged by (i) conversion of any of the cases to chapter 7, dismissal of any of the cases, or termination of joint administration, (ii) entry of an order approving a sale of HTB DIP Collateral under section 363(b) (except as permitted by the HTB DIP Loan Documents), or (iii) confirmation of a chapter 11 plan
• The HTB DIP Liens and HTB DIP Superpriority Claims continue in full force and effect until consummation of an "Acceptable Plan" — a chapter 11 plan of reorganization or liquidation that (a) is in form and substance acceptable to HTB, (b) provides for the indefeasible payment in full in cash of all HTB DIP Obligations and such treatment of the Prepetition Obligations as is acceptable to HTB, in each case on the effective date, and (c) does not impair HTB's claims or liens without its prior written consent — or until the HTB DIP Obligations are indefeasibly paid in full in cash and the HTB DIP Commitments are terminated
• The Adequate Protection Liens and Adequate Protection Obligations continue until the earlier of consummation of an Acceptable Plan and indefeasible repayment in full in cash of the Prepetition Obligations and Adequate Protection Obligations. The Creditors' Committee reserves all rights with respect to any Acceptable Plan or any chapter 11 plan
• Notwithstanding dismissal of any of the cases under section 1112, the HTB DIP Superpriority Claims, Adequate Protection Claims, HTB DIP Liens, and Adequate Protection Liens remain in full force and effect and retain their priorities until all HTB DIP Obligations and Adequate Protection Obligations are paid in full or otherwise satisfied, remain binding on all parties in interest, and the Court retains jurisdiction to enforce them
• Nothing in the final order modifies, primes, limits, alters, or expands the terms of any surety bonds, any related indemnity agreements, or any rights of the borrowers' sureties in their collateral
• HTB has no obligation to make any loan, permit the use of HTB DIP Collateral or Prepetition Collateral (including Cash Collateral), or extend financing to any chapter 11 trustee, chapter 7 trustee, or similar responsible person appointed in the cases or any successor case

Waivers and Releases

• The Bluestar Debtor Borrowers waive, discharge, and release any right to challenge any of the Prepetition Obligations, the priority of their obligations thereunder, and the validity, extent, and priority of the Prepetition Liens securing the Prepetition Obligations
• Subject solely to the Challenge rights of parties other than the borrowers, the borrowers and their estates fully and forever release HTB and its related parties (the "Released Parties") from any and all claims and causes of action with respect to or relating to the HTB DIP Obligations, the HTB DIP Liens, the HTB DIP Loan Documents, the Prepetition Obligations, the Prepetition Liens, or the Prepetition Loan Documents, including any "lender liability" or equitable subordination claims or defenses and claims regarding the validity, priority, extent, enforceability, perfection, or avoidability of HTB's liens or claims
  • The release with respect to the HTB DIP Loan Documents, the New Money DIP Loans, the HTB DIP Liens with respect to the New Money DIP Loans, and any other HTB DIP Obligations approved by the final order is effective upon entry of the final order and is not subject to the Challenge Period or to a Challenge (the corresponding release as to the Interim Advances was effective upon entry of the interim order)
  • The release does not extend to claims or liabilities determined by a final, non-appealable order to result primarily from the bad faith, fraud, gross negligence, or willful misconduct of a Released Party, and does not limit or release HTB's obligations under the HTB DIP Loan Documents, the interim order, or the final order
• Survival of DIP obligations: to the extent obligations remain due and owing under the HTB DIP Loans, such obligations will not be discharged by entry of an order confirming a plan of reorganization or liquidation but must be paid in full on the effective date of such plan; pursuant to section 1141(d)(1), the borrowers have waived such discharge with respect to payment of the HTB DIP Loans
• No waiver for failure to seek relief: the failure or delay of HTB to exercise rights and remedies under the final order, the HTB DIP Loan Documents, or applicable law does not constitute a waiver of such rights
• Marshaling: the grantor waives any and all rights to have the Property marshaled, to the extent permitted by applicable law
• Jury waiver: the lender and borrower waive the right to any jury trial in any action, proceeding, or counterclaim brought by either against the other
• Limitation of liability: in making loans or permitting the use of Cash Collateral, HTB is not, solely by reason thereof, deemed in control of the borrowers' operations or to be acting as a "responsible person" or "owner or operator" under CERCLA or any similar federal or state statute, and nothing in the final order or the HTB DIP Loan Documents imposes on HTB any liability for claims arising from the borrowers' prepetition or postpetition activities. The final order creates no rights for the benefit of any third party, creditor, equity holder, or direct, indirect, or incidental beneficiary

Permitted Variance

• To the extent actual expenditures for any bi-weekly reporting period exceed the budget by more than 15%, measured on an aggregate basis (such permitted 15% aggregate variance, the "Permitted Budget Variance"), HTB is entitled to declare an event of default and accelerate the HTB DIP Loan, subject to the events of default and remedies provisions of the final order
  • The HTB DIP term sheet and interim order framed the same 15% test on a line-item, cumulative basis; the final order's aggregate, bi-weekly formulation controls
• The static line item for the borrowers' contribution to the fund to satisfy the fees and expenses of professionals retained by the SIMAD Debtors pursuant to sections 327, 328, or 363, or retained by the Creditors' Committee pursuant to section 1103, is not subject to the Permitted Budget Variances
• To the extent actual aggregate expenditures for any period are less than budgeted expenditures for such period (a "Favorable Variance"), such Favorable Variance may be carried forward and added to the permitted expenditures for a subsequent period

Governing Law and Jurisdiction

• The note and the deed of trust are governed by federal law applicable to the lender and, to the extent not preempted by federal law, the laws of the State of North Carolina without regard to its conflicts of law provisions; both were accepted by the lender in the State of North Carolina. The borrower/grantor consents to the personal jurisdiction of the state courts having jurisdiction over Buncombe County, North Carolina, or, if there is federal subject matter jurisdiction, the federal court for the federal judicial district in which Buncombe County is located, and waives any inconvenient-forum or improper-venue claim
• The Bankruptcy Court retains exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, or enforcement of the final order. The final order constitutes findings of fact and conclusions of law under Bankruptcy Rule 7052, is effective and enforceable immediately upon entry, and any provision subject to entry of the final order is effective as of the petition date

Chateaugay $1.2M DIP Terms

Borrower(s) / Guarantor(s)

• Chateaugay Landco, LLC and Chateaugay Campco, LLC, as co-borrowers (the "Chateaugay Debtor Borrowers"), jointly and severally liable, each a debtor in the jointly administered SIMAD Holdings cases (petitions commenced June 4 and June 5, 2026)
• The Prepetition Loans are also guaranteed by David Shabsels and Michael Shabsels; nothing in the interim orders or the CBNA DIP loan documents releases, modifies, limits, impairs, or otherwise affects those guarantees, all rights with respect to which are expressly preserved

Agent / Lender(s)

• Community Bank, National Association ("CBNA" or the "DIP Lender"), also the Prepetition Lender under the June 23, 2022 loan agreement
• Chateaugay Lake Camp Inc. ("Chateaugay Lake"), as prepetition subordinated lender and mortgagee — not a DIP lender — holding, as of the petition date, a mortgage and security interest in the assets of Chateaugay Landco LLC only; Chateaugay Lake consented to the priming of its liens in exchange for the adequate protection described below

DIP Commitments

• A senior, secured, priming, multiple-draw debtor-in-possession term loan facility (the "CBNA DIP Facility") in an aggregate principal amount of up to $1,200,000, consisting entirely of new money term loans, approved on a second interim basis:
  • Up to $660,000 available upon entry of the second interim order pending entry of a final order (the "Interim Advances"), consisting of the initial $200,000 advance approved under the first interim order plus an additional $460,000 upon entry of the second interim order
  • Non-operating expenses consisting of (i) $150,000 for accrued and unpaid fees, costs, and expenses of professionals retained by the borrowers under sections 327, 328, or 363 or by the Creditors' Committee under sections 328 or 1103, to the extent allowed at any time, and (ii) $19,000 for fees payable to the clerk of the court and the U.S. Trustee for Region 3 under 28 U.S.C. § 1930(a)
  • No less than $371,000 available upon entry of the final order (the "Final New Money DIP Loans") — the CBNA DIP term sheet had contemplated no less than $1,000,000 upon entry of a final order, in draws of no less than $50,000 in the aggregate
• The second interim order authorizes borrowings of up to an additional $629,000 of new money DIP loans, comprised of $460,000 for use in accordance with the approved budget plus the $150,000 and $19,000 non-operating expense amounts, without further action by the borrowers or any other party
• CBNA has no obligation to fund unless all conditions precedent under the DIP loan documents are satisfied in full or waived in accordance with those documents
• Amendments, waivers, consents, and other modifications to the DIP loan documents that are not material require no further court approval, provided they are furnished to the U.S. Trustee and counsel to the Creditors' Committee substantially concurrently with implementation and are not materially adverse to general unsecured creditors; any such amendment that is materially adverse to general unsecured creditors requires three business days' prior notice to Committee counsel and an opportunity to object

Prepetition Capital Structure

• CBNA prepetition loan: original principal amount of $2,775,000 under a June 23, 2022 loan agreement, with not less than $2,275,000 in aggregate principal outstanding as of the petition date, secured by first priority liens on substantially all assets of the Chateaugay Debtor Borrowers
• Chateaugay Lake loan: original principal amount of $1,045,000 evidenced by a June 23, 2022 subordinated promissory note executed by the borrowers in favor of Chateaugay Lake and Harold Lyons, with not less than $1,045,000 outstanding as of the petition date, secured by a mortgage and security agreement subordinate to CBNA's prior mortgage but senior to all other liens on property owned by Chateaugay Landco LLC

Cash Collateral

• Any and all of the borrowers' cash, including amounts on deposit or maintained in any banking, checking, or other deposit accounts, amounts generated by the collection of accounts receivable or other disposition of the Prepetition Collateral existing as of the petition date or deposited after the petition date, and the proceeds of any of the foregoing, constitutes the Prepetition Lender's cash collateral within the meaning of section 363(a), including all cash proceeds of the Prepetition Collateral and the CBNA DIP Collateral
• The borrowers are authorized to use all Cash Collateral of CBNA solely for the purposes set forth in the second interim order and consistent with the Approved DIP Budget, subject to Permitted Budget Variances, including to make payments on account of the Adequate Protection Obligations from entry of the order through termination of the DIP loan documents
• The borrowers shall maintain their cash management arrangements in a manner consistent with the cash management order [Docket No. 137]

Interest Rate

• One-Month Term Secured Overnight Financing Rate (SOFR) plus a margin of 6.5%, as such rate changes from time to time
  • SOFR floor rate: 3.50%
• Payable in cash on the first business day of each calendar month, commencing on the first such date following the initial funding of the DIP Loan, with all remaining accrued and unpaid interest paid on the Maturity Date
• The second interim order states that the DIP obligations are inclusive of interest and an exit fee but does not restate the applicable rate; interest and the exit fee are governed by the CBNA DIP term sheet

Fees and Expenses

• Origination Fee: 2.0% of the Loan Commitment, payable with the Initial Advance
• Exit Fee: 3.0% of the Loan Commitment, payable from the proceeds of a sale of substantially all of the Borrowers' assets
• Both fees are fully earned upon entry of the Interim Order by the Bankruptcy Court
• Subject to the Challenge provisions, the borrowers are authorized and directed to pay, to the extent permissible under the Bankruptcy Code, the principal, interest, fees, payments, expenses, and other amounts described in the DIP loan documents as they become due without further court approval, including backstop, fronting, closing, arrangement, or commitment payments, administrative agent's fees, collateral agent's fees, and escrow agent's fees. The borrowers are jointly and severally obligated for such amounts, which constitute DIP obligations
• Non-refundable payment of all reasonable and documented fees and expenses arising from or related to negotiating, documenting, approving, administering, monitoring, or enforcing rights under the DIP loan documents or related to the chapter 11 cases, including the fees and expenses of Gellert Seitz Busenkell & Brown, LLC and Lemery Greisler LLC and other professionals retained by CBNA (collectively, "CBNA's Advisors")
• Such fees are not subject to court approval and no recipient is required to file an interim or final fee application, provided that invoiced fees are payable no later than ten business days (the "Review Period") after receipt by counsel for the debtors, the Creditors' Committee, or the U.S. Trustee. Invoices need not follow any particular format but must contain sufficient detail to assess reasonableness, including the nature of the matters worked on, the professionals involved, their hourly rates, hours billed, and, for law firms, each attorney's year of law school graduation, with appropriate privilege redactions; the U.S. Trustee and the Creditors' Committee reserve the right to seek unredacted copies. If a written objection is served within the Review Period, the borrowers shall pay only the unobjected-to amounts, with the withheld amount payable as subsequently agreed or ordered by the court
• Subject to and effective upon entry of the final order, the borrowers will indemnify CBNA and the other Indemnified Parties against losses, costs, expenses, and liabilities arising out of or relating to the financing and any actual or proposed use of DIP proceeds, excluding amounts relating to a successful Challenge, any avoidance action asserted against an Indemnified Party, or amounts determined by final, non-appealable judgment to have been incurred by reason of bad faith, fraud, gross negligence, and/or willful misconduct. Such indemnity has equal priority and lien status to the DIP superpriority claims. In no event is any Indemnified Party or SIMAD Debtor liable for special, indirect, consequential, or punitive damages

Maturity / Termination

• The second interim order does not state a maturity date; maturity is governed by the CBNA DIP term sheet, under which the DIP obligations are due and payable upon the earliest of:
  • The date that is six months after the initial funding of the CBNA DIP Loans
  • The closing date of the sale of all or substantially all of the Chateaugay Debtor Borrowers' assets pursuant to a court order
  • Acceleration of the CBNA DIP Loans by CBNA following the occurrence or during the continuation of an Event of Default
  • The payment of any insurance or condemnation proceeds relating to the CBNA DIP Collateral
  • Confirmation of a plan of reorganization or liquidation of the Chateaugay Debtor Borrowers
• Following a Termination: all DIP obligations become immediately due and payable, all new money commitments terminate, and all authority to use Cash Collateral ceases, provided that during the Remedies Notice Period the borrowers may use Cash Collateral solely to seek an emergency hearing and to fund payroll and other expenses critical to the administration of the estates in accordance with the approved DIP budget
• DIP obligations shall not be discharged by entry of an order confirming a plan of reorganization or liquidation and must be paid in full on the plan effective date (or receive such other treatment as CBNA may agree); the borrowers have waived discharge with respect to payment of the DIP loans pursuant to section 1141(d)(4)
• The DIP liens, DIP superpriority claims, adequate protection liens, and adequate protection obligations survive conversion, dismissal, termination of joint administration, a section 363(b) sale, and plan confirmation, and continue until consummation of an "Acceptable Plan" — a plan of reorganization or liquidation that (i) is in form and substance acceptable to CBNA, (ii) provides for indefeasible payment in full in cash of all DIP obligations and such treatment of the prepetition obligations as is acceptable to CBNA, in each case on the plan effective date, and (iii) does not impair CBNA's claims or liens without its prior written consent — or until the DIP obligations are indefeasibly paid in full in cash and the commitments terminated. The Creditors' Committee reserves all rights with respect to any Acceptable Plan or any chapter 11 plan, including as to the treatment of the prepetition obligations

Use of Proceeds

• Proceeds may be used solely for purposes permitted under the DIP loan documents and consistent with the approved DIP budget (a 13-week cash flow budget starting with the week of the Initial Advance), subject to permitted budget variances, to:
  • Permit the orderly continuation of the borrowers' businesses and provide working capital and general corporate purposes, including capital expenditure needs
  • Maintain business relationships with vendors, suppliers, campers, and other parties
  • Pursue a sale transaction or transactions
  • Pay adequate protection payments, if any
  • Pay the costs of administration of the estates and the chapter 11 cases, including professional fees in the approved budget and adequate protection professional fees and expenses
• In no event may DIP proceeds be used to satisfy any claim or obligation of a SIMAD Debtor that is not a Chateaugay Debtor Borrower
• DIP proceeds, DIP collateral, and prepetition collateral, including cash collateral, may not be used to investigate, commence, or prosecute claims against CBNA, to challenge the legality, validity, priority, perfection, or enforceability of CBNA's claims, liens, or interests, or to assert avoidance actions related to the DIP obligations or DIP liens. This limitation does not prevent any professional retained by the Creditors' Committee from incurring fees and expenses in connection with investigating or prosecuting a Challenge and seeking their allowance from the court, and does not waive any party's rights under section 1129(a)(9) as to the treatment of allowed professional fee claims under a plan

Credit Bid

• Subject to the lien priorities set forth in the second interim order and section 363(k), CBNA may credit bid all or any portion of the prepetition obligations (subject to the Challenge provisions) and the DIP obligations in any sale of the DIP collateral or prepetition collateral, in each case in accordance with and subject to the bidding procedures order [Docket No. 298], without further court order and whether such sale is effectuated under section 363(k), 1123, or 1129(b), by a chapter 7 trustee under section 725, or otherwise

Avoidance Actions

• DIP collateral excludes any proceeds or property recovered in connection with claims or causes of action arising under chapter 5 of the Bankruptcy Code; per the CBNA DIP term sheet, the DIP collateral also excludes commercial tort claims and claims against directors and officers (note: the Motion's Liens and Priorities schedule lists commercial tort claims among the CBNA DIP Collateral — confirm against the DIP loan documents)
• The DIP liens, DIP superpriority claims, adequate protection liens, and adequate protection claims — including the adequate protection granted to Chateaugay Lake — shall not attach to, be payable from, or otherwise have recourse to avoidance actions or any proceeds thereof, which remain unencumbered and available to the estates

Challenge Period and Budget

• Challenges to the borrowers' stipulations, including as to the validity, enforceability, extent, priority, or perfection of the liens of CBNA or Chateaugay Lake and the allowability or amount of their respective prepetition obligations, must be filed by a party with standing granted by separate court order on or before September 15, 2026, as such deadline may be extended in writing (email being sufficient) by CBNA or Chateaugay Lake, as applicable, the borrowers, and the Creditors' Committee
  • If the Creditors' Committee files a standing motion attaching one or more draft complaints prior to expiration of the challenge period, the deadline is tolled solely for the Committee and solely as to the claims identified in such complaint until 11:59 p.m. ET on the date one business day after the standing motion is adjudicated
  • If, prior to the end of the challenge period, the cases convert to chapter 7 or a chapter 11 trustee is appointed, the challenge period is extended by the later of the time remaining thereunder or 45 days after such appointment
• No more than $30,000 of DIP proceeds, DIP collateral, or prepetition collateral, including cash collateral, may be used in the aggregate by the Creditors' Committee to investigate, within the challenge period, the claims, liens, and interests held by or on behalf of CBNA (as Prepetition Lender) or Chateaugay Lake
• Any trustee appointed or elected is deemed a party other than the borrowers and is not bound by the borrowers' stipulations for purposes of asserting or prosecuting a Challenge; if the cases convert to chapter 7 while a timely Challenge is pending, the chapter 7 trustee may continue to prosecute it on behalf of the estates. Absent a timely Challenge (or if one is filed and overruled), the prepetition obligations of CBNA and Chateaugay Lake become allowed claims not subject to counterclaim, setoff, recoupment, reduction, subordination, recharacterization, defense, or avoidance, and their liens are deemed valid, binding, and perfected as of the petition date
• Upon a successful Challenge, the court may fashion an appropriate remedy, including disgorgement or unwinding of the application of the Reserve Account or of any other payments made on account of the prepetition obligations
• The approved DIP budget must be in form and substance reasonably acceptable to CBNA; the Modified Initial DIP Budget attached as Exhibit 1 to the second interim order (which replaces and supersedes the initial DIP budget attached to the first interim order) is approved by CBNA without objection from Chateaugay Lake. Subsequent budgets are subject to review and comment by Chateaugay Lake and the Creditors' Committee
• On or before the fifth business day before the end of every four-week period, CBNA may request an updated 13-week budget, which must be in form and substance acceptable to CBNA and Chateaugay Lake; if the conditions are not met, the prior approved budget remains in effect and the borrowers must work in good faith with CBNA to obtain approval

Securities and Priorities

• Pursuant to section 364(c)(1), the DIP obligations constitute allowed superpriority administrative expense claims against each borrower's estate, without the need to file a proof of claim, with priority over any and all administrative expenses, adequate protection claims, diminution claims, and all other claims, including expenses of the kind specified in sections 503(b) and 507(b) and claims arising under sections 105, 328, 330, 331, 503(b), 506(c) (subject to entry of a final order granting such relief), 507(a) (other than section 507(a)(1)), 507(b), 726, 1113, or 1114, payable from all prepetition and postpetition property and proceeds thereof, excluding avoidance actions
• No other superpriority claims may be granted or allowed unless junior to the DIP superpriority claims and the adequate protection claims and consented to by CBNA
• CBNA is granted valid, binding, enforceable, non-avoidable, and automatically perfected liens and security interests in all DIP collateral with the following priorities:
  • First lien on unencumbered property: pursuant to section 364(c)(2), a first priority senior security interest in all tangible and intangible prepetition and postpetition property not subject as of the petition date to a valid, perfected, and non-avoidable lien (or a valid, non-avoidable lien perfected postpetition as permitted by section 546(b)), excluding causes of action against directors or officers, commercial tort claims, avoidance actions, and any D&O or similar policy and proceeds thereunder
  • Junior liens: pursuant to section 364(c)(3), a fully perfected security interest in all tangible and intangible prepetition and postpetition property, immediately junior and subordinate only to valid, perfected, non-avoidable Permitted Liens existing immediately prior to the petition date, consisting of statutory liens for ad valorem, real property, personal property, sales, use, or similar taxes, assessments, or governmental charges not yet due or actively contested in good faith, and mechanics', materialmen's, warehousemen's, carriers', repairmen's, landlord's, and similar statutory or possessory liens arising by operation of law in the ordinary course and not securing debt for borrowed money. No Permitted Lien may secure debt for borrowed money, funded debt, letter of credit obligations, or other financing obligations, and each Permitted Lien remains subject to avoidance, recharacterization, subordination, surcharge, reduction, disallowance, and challenge
  • Priming liens: pursuant to section 364(d)(1), a first priority senior priming security interest in all DIP collateral, senior to all existing liens on such property, including the liens securing Chateaugay Lake and all other prepetition secured indebtedness, other than Permitted Liens. Chateaugay Lake has consented to the priming, and all other holders of primed liens are deemed to have consented
• The DIP liens are senior to all other security interests, liens, and claims against the DIP collateral, including any lien avoided or preserved under section 551; remain valid and enforceable against any trustee and upon conversion or dismissal; may not be made subject to or pari passu with any lien granted in the chapter 11 cases or any successor cases; and are not subject to sections 510, 549, or 550
• The DIP liens and adequate protection liens are automatically perfected without any filing or recordation, though CBNA is authorized (but not required) to make such filings; the date of perfection shall be the date of the second interim order
• Until the DIP obligations are paid in full, the borrowers must maintain casualty and loss insurance covering the prepetition and DIP collateral, naming CBNA as loss payee or additional insured. Refunds of unearned premiums received for cancellation of policies as of the closing of any sale shall be applied toward repayment of the DIP loans
• The DIP facility was negotiated in good faith and at arm's length, and the DIP obligations, DIP liens, and DIP superpriority claims are entitled to the full protection of section 364(e); any reversal, modification, vacatur, or stay of the interim orders does not affect the validity, priority, or enforceability of DIP or adequate protection obligations, liens, or claims incurred before CBNA's actual receipt of written notice of the effective date of such relief
• Provisions in leases (other than nonresidential real property leases), licenses, contracts, and other agreements requiring third-party consent or payment of fees to a governmental entity as a condition to pledging or transferring an interest are deemed inconsistent with the Bankruptcy Code and have no force and effect as to the granting of the DIP liens and adequate protection liens; this does not impair any borrower's ability to assume or assign a contract or lease or any counterparty's right to object on other grounds
• Nothing in the second interim order modifies, primes, limits, alters, or expands any surety bond, related indemnity agreement, or any rights of the borrowers' sureties in their collateral

Adequate Protection

Prepetition Lender (CBNA)

• Adequate Protection Claims: superpriority administrative expense claims under section 507(b) for any diminution in value, subject and subordinate only to the DIP superpriority claims and senior to all other administrative expense claims and all other claims against the borrowers and their estates
• Adequate Protection Liens: valid, binding, enforceable, and automatically perfected replacement liens and security interests in the DIP collateral in the amount of any diminution in value, senior to all other liens on and claims against the DIP collateral but subordinate only to the DIP liens and the professional fees set forth in the approved budget; in no circumstance may the adequate protection liens be senior to or pari passu with the DIP liens, regardless of whether such liens attach prior in time
• Payment of all reasonable and documented out-of-pocket fees, costs, and expenses of CBNA, including the fees and expenses of Gellert Seitz Busenkell & Brown, LLC and Lemery Greisler LLC, incurred prior to or after the petition date, without separate court approval or fee applications. All rights of the Creditors' Committee and other parties in interest are reserved to seek to recharacterize such payments as payments of principal of the prepetition obligations, with disgorgement available upon a successful Challenge
• Application of the Reserve Account — a segregated reserve savings account at CBNA holding $65,003.63 as of the petition date and assigned to CBNA under the June 23, 2022 loan agreement — against the prepetition obligations, which CBNA required as a condition of advancing the new money DIP loans. Such application is subject to the Challenge provisions, and the court may order disgorgement or unwinding upon a successful Challenge
• Compliance with all reporting requirements set forth in the DIP loan documents, with all such reporting provided to counsel to the Creditors' Committee concurrently with delivery to CBNA, and maintenance of cash management arrangements consistent with the cash management order
• Access to the borrowers' books, records, personnel, premises, and properties, and to SSG Advisors, LLC, the debtors' investment banker, on reasonable prior notice; Chateaugay Lake and its advisors have comparable access to SSG Advisors and the borrowers' premises and properties
• Section 507(b) rights are expressly reserved to the extent the adequate protection provided proves insufficient to compensate for any diminution in value
• For all adequate protection purposes throughout the chapter 11 cases, CBNA is deemed to have requested relief from the automatic stay, and that request survives termination of the second interim order; CBNA need not file a proof of claim or request for payment of administrative expenses as to either the DIP obligations or the prepetition obligations

Chateaugay Lake Camp Inc.

• Protection against diminution in value of the Chateaugay Lake collateral arising from the imposition of the automatic stay, the use, sale, or lease of that collateral, or the DIP facility, DIP loans, or DIP liens, in the form of a replacement perfected security interest under section 361(2) in all assets of the borrowers — extending to the assets of both Chateaugay Landco LLC and Chateaugay Campco, LLC notwithstanding that Chateaugay Lake's prepetition liens reached Landco assets only — solely to the extent of such diminution in value and with the same priority in postpetition collateral and proceeds that Chateaugay Lake held as of the petition date, subject and subordinate to the professional fees set forth in the approved budget and the DIP liens. The replacement lien is automatically deemed perfected upon entry of the second interim order without possession, filings, or other documentation
• To the extent such protection proves insufficient, a superpriority administrative expense claim under section 507(b) to the extent of such diminution in value, senior to all claims under section 507(a)(2) other than (i) the professional fees set forth in the approved budget, (ii) the DIP superpriority claims, and (iii) to the extent the prepetition liens are senior in priority to Chateaugay Lake's prepetition liens on the Chateaugay Lake collateral, the adequate protection claims granted to the Prepetition Lender
• Copies of any reporting provided to CBNA; Chateaugay Lake's right to object to the relief sought in the motion on a further interim basis or at the final hearing is preserved

Events of Default and Remedies

• Events of default, unless waived by CBNA, include, among others:
  • Failure to make payments to CBNA when due
  • Material breaches of representations and warranties
  • Dismissal of the chapter 11 cases or conversion to chapter 7; appointment of a trustee, receiver, interim receiver or receiver and manager, or a responsible officer or examiner with enlarged powers (appointment of an examiner with investigatory powers is excluded)
  • The arising, authorization, or allowance of any superpriority administrative expense claim or lien pari passu with or senior to CBNA's claims, charges, or liens
  • Payment of principal or interest on account of prepetition indebtedness or payables other than to CBNA or as authorized by court orders satisfactory to CBNA in its sole discretion
  • Entry of an order granting stay relief to permit foreclosure on material assets or other actions with a material adverse effect on the borrowers or their estates
  • Entry of an order reversing, amending, supplementing, staying, vacating, or otherwise modifying the interim orders without CBNA's prior written consent, or the borrowers applying for such an order
  • Failure to comply with the permitted budget variances, if not cured within five business days
  • Any DIP loan document ceasing to be valid or effective or being contested by any borrower
  • Failure to comply in any material respect with the orders
  • Filing of a chapter 11 plan that does not propose to indefeasibly repay the DIP obligations in full in cash on the plan effective date, absent CBNA's written consent
  • Failure to comply in any material respect with affirmative covenants or action in material violation of negative covenants, if not cured within five business days after written notice from CBNA
  • Assertion by the borrowers in any pleading that the guaranties in the DIP loan documents are not valid and binding
  • Cessation of the DIP liens or DIP superpriority claims to be valid, perfected, and enforceable (other than as a result of a successful Challenge)
  • Entry of an order avoiding or requiring repayment of any portion of payments made on account of the DIP obligations (other than in connection with a successful Challenge)
• CBNA must provide written notice of any event of default to the borrowers, Chateaugay Lake, the Creditors' Committee, and the U.S. Trustee; under the second interim order such notice is a prerequisite to the occurrence of an event of default and to delivery of any termination declaration (the first interim order had provided that such notice was informational only and not a prerequisite)
• Upon delivery of a termination declaration, the automatic stay is modified such that CBNA and the Prepetition Lender may exercise remedies seven business days thereafter (the "Remedies Notice Period," extended from five business days under the first interim order), during which the borrowers and the Creditors' Committee may seek an emergency hearing. Absent a contrary determination by the court, the stay terminates automatically at the end of the remedies notice period without further notice or order

Waivers and Releases

• Subject to and effective upon entry of the final order, and subject to the Challenge provisions, the borrowers and their estates release CBNA and the other Released Parties from all claims relating to the DIP obligations, DIP liens, DIP loan documents, prepetition obligations, prepetition liens, and prepetition loan documents, including "lender liability" and equitable subordination claims, claims arising under the Bankruptcy Code, and claims regarding the validity, priority, extent, enforceability, perfection, or avoidability of CBNA's or the Prepetition Lender's liens or claims
  • The release of "lender liability"/equitable subordination claims, Bankruptcy Code claims, and claims regarding CBNA's liens and claims — but not the parallel release as to the Prepetition Lender's liens and claims — is, with respect to the DIP loan documents, the Interim Advances, the DIP liens securing the Interim Advances, and any other DIP obligations approved by the second interim order, effective upon entry of the second interim order and not subject to the challenge period or to a Challenge
  • The release does not extend to claims determined by final, non-appealable order to result primarily from a Released Party's bad faith, fraud, gross negligence, or willful misconduct, and does not limit or release CBNA's obligations under the DIP facility or the orders
• The borrowers stipulate to the validity, enforceability, non-avoidability, perfection, and priority of the prepetition liens and obligations of CBNA and Chateaugay Lake, acknowledge that no offsets, defenses, claims, or counterclaims exist, and waive, discharge, and release any right to challenge such obligations, priority, and liens, in each case subject to the rights of the Creditors' Committee under the Challenge provisions
• The failure or delay of CBNA in exercising rights and remedies under the second interim order, the DIP loan documents, or applicable law does not constitute a waiver of such rights and remedies
• The borrowers sought a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h)

Permitted Variance

• Operating disbursements for any one-week period may not exceed 115% of budgeted disbursements on an aggregate basis (and not on a line-item basis), tested each Friday on a weekly basis, commencing with the third full calendar week after entry of the interim order
• Fees and expenses of professional persons retained by the borrowers or the Creditors' Committee, CBNA's Advisors, and the adequate protection professional fees and expenses are excluded from variance testing, and in no event shall a variance with respect to professional fees constitute an event of default or a failure to comply with the approved budget (the CBNA DIP term sheet had provided that professional fees, while not subject to the Permitted Variances, could not exceed 100% of budgeted disbursements for such fees)
• Favorable variances — actual aggregate disbursements below budgeted aggregate disbursements as of any testing date — may be carried forward and added to permitted disbursements for a subsequent testing period
• By 5:00 p.m. ET on Thursday of every calendar week ending on Friday, the borrowers must deliver to CBNA, CBNA's Advisors, Chateaugay Lake and its advisors, and counsel to the Creditors' Committee a variance report, in form reasonably satisfactory to CBNA, setting forth operating disbursements for the one-week period ending on the applicable testing date, an indication of whether each material variance is temporary or permanent with supporting analysis and explanation, and brief but meaningful commentary for each material line-item deviation, favorable and unfavorable, for all variances greater than $5,000, together with a line-by-line computation of actual versus budget deviations on a bi-weekly basis

Final Hearing / Final Order

• The final hearing was originally scheduled for August 4, 2026 under the first interim order; based on the agreement of CBNA, Chateaugay Lake, and the borrowers, and with the consent of the Creditors' Committee, the court adjourned it and instead held a second interim hearing on that date. The final hearing is set for August 10, 2026 at 11:00 a.m. ET, with objections due by 4:00 p.m. ET on August 7, 2026; if no timely objections are received, the court may enter the final order without a final hearing
• Relief expressly deferred to the final order includes the section 506(c) priority component of the DIP superpriority claims, the indemnification of CBNA and the other Indemnified Parties, and the borrowers' release of CBNA and the other Released Parties (other than the portion effective on entry of the second interim order)
• Any provision of the second interim order that is subject to entry of the final order becomes effective as of the petition date upon entry of the final order
• In the event of conflict, the second interim order controls over the earlier cash collateral order [Docket No. 145], the first interim order [Docket No. 545], the motion, and the DIP loan documents; as between the motion and the DIP loan documents, the DIP loan documents control

Kiwi Operating Co $500K DIP Terms

Borrower(s) / Guarantor(s)

• Kiwi Operating Co., LLC, as KOC Borrower (captioned in the consent order as Kiwi OperatingCo LLC), a debtor in the jointly administered chapter 11 cases of In re SIMAD Holdings, Ltd., et al., Case No. 26-16388 (CMG) (Bankr. D.N.J.), having filed a voluntary chapter 11 petition on June 4, 2026
  • Cole Schotz P.C. serves as counsel to the debtors and debtors in possession
• No guarantor is identified in the term sheet, although the DIP loan documents are contemplated to contain a guarantee — the debtors' assertion in any pleading that such guarantee is not valid and binding is an event of default. The reporting covenants run to the "Loan Parties" and the indemnity, expense reimbursement and most events of default are imposed on the debtors generally rather than on the KOC Borrower alone

Agent / Lender(s)

• LKQE Associates, LLC, as DIP Lender
  • LKQE is not an existing lender to Kiwi; the consent order and term sheet nonetheless describe LKQE as a prepetition creditor of the debtors on account of the "LKQE Pre-Petition Obligations," which are referenced in the events of default
  • Akerman LLP serves as counsel to LKQE Associates, LLC

DIP Commitments

• $500,000 single-draw debtor-in-possession term loan, consisting of a single $500,000 advance to the KOC Borrower (the "Initial KOC Advance"), available upon entry of the interim order and satisfaction of the other applicable terms and conditions of the term sheet
• The KOC Borrower must use commercially reasonable efforts to cause the $500,000 previously deposited by the DIP Lender into escrow on July 20, 2026 to be utilized as the Initial KOC Advance; if the KOC Borrower is unable to do so for logistical or timing reasons within the required timeframe, the DIP Lender will make up to $500,000 of other funds available
• Following the Initial KOC Advance, the DIP Lender has no obligation to make any additional advance
• Commencing upon entry of the interim order, the DIP loan is available in an aggregate amount up to the lesser of the loan commitment and the amount of borrowings authorized by the interim order and, in turn, the final order, and in any case in accordance with the DIP budget
• The facility is governed by one or more definitive documents in form and substance satisfactory to the DIP Lender in its sole discretion; for purposes of the Initial KOC Advance, however, funds may be provided under the terms and conditions of the interim order
• The Emergency DIP Term Sheet was approved on an interim basis by consent order entered August 4, 2026, with a final hearing set for August 24, 2026 before Chief Judge Christine M. Gravelle. The rights of parties in interest — including Beacon Bank, any other party asserting a lien on Kiwi's assets, the Official Committee of Unsecured Creditors, and the U.S. Trustee — to object to the term sheet or any subsequent LKQE debtor-in-possession loan on a final basis are reserved. The consent order is immediately effective and enforceable upon entry, and the court retains exclusive jurisdiction over its implementation, interpretation and enforcement
• Background on the financing process:
  • The SIMAD Debtors previously obtained a commitment from Klirmark Opportunity Fund IV LP, the Series 1 Bondholders, and Mishmeret Trust Company Ltd. (the "Bondholder DIP Parties") to provide postpetition, superpriority, senior secured, priming DIP financing to Kiwi under a facility previously approved by the court (Docket No. 299). To avoid the terms thereof, including the priming roll-up of prepetition debt on Kiwi's assets, Kiwi determined, with the consent of the Bondholder DIP Parties, not to utilize those proceeds while it explored other financing arrangements
  • Beacon Bank, Kiwi's existing senior secured lender, declined to provide the necessary financing, and no party approached, including LKQE, expressed a willingness to lend on an unsecured basis. The debtors submit that the LKQE financing is fair and reasonable, well within market for similar financings, and the best terms available
  • The relief will allow Kiwi to maintain ordinary business operations while the debtors pursue a long-term financial solution
  • The debtors proceeded by application under D.N.J. LBR 9019-4(b) in lieu of a motion, and state that no previous application for this relief has been made to any court

Cash Collateral

• On terms and conditions acceptable to the DIP Lender in its sole discretion, the orders expressly contemplate and authorize the KOC Borrower's use of cash collateral, as defined in section 363(a), pursuant to the DIP Budget
• No proceeds of the DIP loan or cash collateral may be used to satisfy any claim or obligation of a non-KOC Borrower debtor

Interest Rate

• One-Month Term SOFR + 6.5%, floating, based on market data published two U.S. Government Securities Business Days prior to the closing of the Chicago Mercantile Exchange, Inc. or its licensees
  • SOFR floor: 3.50%
• Interest is payable in cash on the first business day of each calendar month, commencing on the first such date following the initial funding of the DIP loan, with all remaining accrued and unpaid interest payable on the maturity date

Fees

• Origination Fee: 2.0% of the $500,000 loan commitment ($10,000), fully earned upon entry of the interim order and payable with the Initial Advance
• Exit Fee: 2.0% of the loan commitment ($10,000), fully earned upon entry of the interim order and payable from the proceeds of a sale of substantially all of the KOC Borrower's assets
• The debtors shall pay the reasonable and documented attorneys' fees and out-of-pocket expenses of the DIP Lender incurred in connection with the DIP loan or the chapter 11 case within 10 days of delivery of a statement to the debtors, the U.S. Trustee, and any creditors committee; such statements need not be filed with or approved by the bankruptcy court

Maturity

• The DIP obligations are due and payable upon the earliest of:
  • Three months after the Initial KOC Advance
  • The closing date of a sale of the KOC Borrower's assets pursuant to an order of the bankruptcy court
  • Acceleration of the DIP loan by the DIP Lender following the occurrence or during the continuation of an event of default
  • Payment of any insurance or condemnation proceeds relating to a material portion of the DIP Collateral
  • Confirmation of a plan of reorganization or liquidation of the KOC Borrower

Milestones

• The term sheet does not set forth any milestones, although failure to meet or comply with "any of the Milestones" is an enumerated event of default

Use of Proceeds

• Proceeds are to be used by the KOC Borrower, subject to a 12-week cash flow budget commencing with the week of the Initial Advance, acceptable to the DIP Lender and attached to the term sheet as Exhibit A (the "DIP Budget"), to:
  • Fund general corporate working capital and capital expenditure needs of the KOC Borrower, including funding operations
  • Pay administrative expenses in the chapter 11 case as permitted or otherwise approved by the bankruptcy court, including professional fees
• No proceeds of the DIP loan or cash collateral may be used to satisfy any claim or obligation of a non-KOC Borrower debtor, or in connection with asserting any claims or causes of action against the DIP Lender or its advisors, agents and sub-agents, including formal discovery proceedings in anticipation thereof, or challenging any lien thereof

Avoidance Actions

• The DIP Collateral excludes commercial tort claims, claims against directors and officers, and avoidance action claims

Challenge Period and Budget

• The term sheet does not itself establish a challenge deadline, investigation budget, or standing provisions; the release of the DIP Lender provided under the DIP loan documents and the orders is subject only to the challenge rights set forth in the interim cash collateral order, which is not otherwise identified in the filing
• On or before the fifth business day before the end of every four-week period beginning with entry of the interim order, the DIP Lender may request an updated budget, in which case the KOC Borrower must deliver an updated budget for the subsequent 12-week period to the DIP Lender and its attorneys and to counsel to any official committee of unsecured creditors, in form and substance acceptable to the DIP Lender. The DIP Budget or any subsequent DIP budget approved by the DIP Lender constitutes the "Approved DIP Budget" for purposes of the orders
• Each Approved DIP Budget must be accompanied by supporting documentation as requested by the DIP Lender and prepared in good faith based on assumptions believed reasonable at the time of preparation. The "Budget Period" is the initial four-week period set forth in the Approved DIP Budget then in effect
• Budget variance reporting:
  • Commencing after the third full week following entry of the interim order, by 5:00 p.m. ET each Thursday of every calendar week ending on Friday, the loan parties shall deliver to the DIP Lender, the DIP Lender's advisors, and counsel to the creditors' committee, if any, a variance report in form reasonably satisfactory to the DIP Lender (the "Approved DIP Budget Variance Report") setting forth (i) operating disbursements for the immediate one-week period ending on the applicable testing date and (ii) for each material variance required to be tested, whether the variance is temporary or permanent, together with an analysis and explanation in reasonable detail
  • The loan parties shall also provide a detailed, line-by-line computation of actual versus budget deviations on a bi-weekly basis beginning in the third week following entry of the interim order, with brief but meaningful commentary for each material line-item deviation, both favorable and unfavorable, for all variances greater than $5,000

Securities and Priorities

• The DIP loan is secured by a first priority lien on all assets of the KOC Borrower and its estate of any nature and wherever located, whether arising before or after the petition date and now owned or hereafter acquired, including accounts, cash and currency, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property, letter-of-credit rights, goods, all other personal property and assets, books and records, and all real property (the "DIP Collateral"), subject only to the Permitted Liens
  • The DIP Collateral excludes commercial tort claims, claims against directors and officers, and avoidance action claims
  • The DIP liens are deemed effective and automatically perfected upon the date of the interim order without the necessity of execution or recordation of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, or possession or control of any collateral; the DIP Lender may nonetheless require execution and recording of certain such documents in its sole discretion
• Pursuant to section 364(c)(1) of the Bankruptcy Code, the DIP Liens shall:
  • Be valid, binding liens with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, including sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 and 1114
  • Constitute valid, binding, enforceable and automatic liens on all prepetition and postpetition property of the KOC Borrower not subject to a valid, perfected, non-avoidable lien
  • Constitute valid, binding, enforceable and automatically fully perfected first priority senior priming security interests in and liens upon all DIP Collateral, including all tangible and intangible prepetition and postpetition property of the KOC Borrower, senior in priority to all existing liens on such property and to all other prepetition secured debt of the KOC Borrower, subject and subordinate only to the Permitted Liens
• Permitted Liens include:
  • The prepetition indebtedness due to Beacon Bank, as successor to Putnam County Savings Bank, under a Mortgage Note dated Aug. 28, 2013 and related documents, of approximately $488,952 as of the petition date
  • The indebtedness due LEAF Capital Funding, LLC and/or its assigns relating to specified equipment (a Kyocera copier, together with all parts, accessories, accessions and attachments and all replacements, substitutions and exchanges, including trade-ins), secured by a UCC-1 filed on Nov. 26, 2025 at Filing No. 202511267559051
• LKQE has agreed that amounts advanced under the Emergency DIP Term Sheet and the consent order will not prime the existing indebtedness and security interest held by Beacon Bank or the equipment lien of LEAF Capital, and that the priming liens shall be subordinate to such liens. Kiwi is not aware of any other valid lien filed prior to the petition date
• Counsel to Beacon Bank, which holds a senior, first priority lien on Kiwi's assets, and counsel to the Official Committee of Unsecured Creditors have each confirmed that they have no objection to entry of the consent order as proposed, while reserving all rights

Adequate Protection

• The term sheet's adequate protection provision consists solely of the debtors' obligation to pay the DIP Lender's reasonable and documented attorneys' fees and out-of-pocket expenses incurred in connection with the DIP loan or the chapter 11 case, within 10 days of delivery of a statement to the debtors, the U.S. Trustee and any creditors committee, without any requirement that such statements be filed with or approved by the court (see Fees)
• The term sheet does not describe replacement liens or adequate protection payments to Beacon Bank or LEAF Capital, and does not set forth a professional fee carve-out; the orders separately authorize the KOC Borrower's use of cash collateral pursuant to the DIP Budget

Covenants

• Affirmative covenants usual and customary for transactions of this type, including reporting covenants with respect to the DIP Budget and permitted variances, and update meetings and/or calls with the DIP Lender and the CRO, advisors to the CRO, SSG, and FTI as reasonably requested; the debtors and their professionals shall provide LKQE with periodic updates on the sale process
• Negative covenants usual and customary for transactions of this type, including limitations on indebtedness, liens, investments, acquisitions, restricted payments and dispositions of assets

Events of Default and Remedies

• Events of default usual and customary for financings of this kind and reasonably acceptable to the DIP Lender, including:
  • Failure to make payments to the DIP Lender when due
  • Breaches of representations and warranties
  • Failure to comply with the affirmative covenants or action in violation of the negative covenants set forth in the DIP loan documents
  • Failure to meet or comply with any of the milestones or the terms of the DIP budget, including permitted variances
  • Failure to comply in any respect with the orders
  • Dismissal or conversion of the chapter 11 case to chapter 7; appointment of a trustee, receiver, interim receiver or receiver and manager, or of a responsible officer or examiner with enlarged powers, provided that appointment of an examiner with investigatory powers is not an event of default
  • Any superpriority administrative expense claim or lien pari passu with or senior to the claims, charges or liens of the DIP Lender arising or being authorized or allowed
  • Any payment by the debtors, whether by way of adequate protection or otherwise, of principal or interest or otherwise on account of prepetition indebtedness or payables, other than payments to the DIP Lender and LKQE with regard to the LKQE Pre-Petition Obligations and payments authorized by an order of the court in form and substance satisfactory to the DIP Lender in its sole discretion
  • Entry of an order granting relief from the automatic stay to permit foreclosure — or the granting of a deed in lieu of foreclosure or the like — on any material assets of the KOC Borrower, or to permit any other action that would have a material adverse effect on the KOC Borrower or the estates
  • Entry of an order reversing, amending, supplementing, staying, vacating or otherwise modifying the orders, or the debtors' application for such an order, without the DIP Lender's prior written consent
  • Failure to repay the DIP loan in full on the effective date of a plan, unless otherwise consented to in writing by the DIP Lender
  • The filing of any challenge to the prepetition liens or claims of LKQE by any party that is supported by the debtors
  • Assertion by the debtors in any pleading that the guarantee contained in the DIP loan documents is not valid and binding
  • Cessation of the DIP liens or DIP claims being valid, perfected and enforceable
  • Entry of an order in any chapter 11 case avoiding or requiring repayment of any portion of the payments made on account of the DIP obligations
• Customary remedies, including the right following an event of default or the maturity date to (i) stop funding the DIP loan, (ii) terminate the KOC Borrower's use of cash collateral, (iii) declare the DIP loan immediately due and payable, and (iv) realize on all collateral without the necessity of obtaining further relief or order from the bankruptcy court

Conditions Precedent

• Customary closing conditions in form and substance satisfactory to the DIP Lender in its sole discretion, including:
  • Entry of an interim order and, upon expiration of the interim order, entry of a final order
  • Execution and delivery of the DIP Loan Documents, provided that the DIP Lender shall fund the initial advance upon entry of the interim order and execution of the term sheet prior to execution and delivery of the DIP Loan Documents
  • Receipt by the DIP Lender of a budget in form and substance satisfactory to the DIP Lender
  • No default or event of default having occurred and continuing
  • Payment of all out-of-pocket costs and fees
• Conditions to all borrowings include prior written notice of borrowing, the accuracy of representations and warranties, and the absence of any default or event of default
• The KOC Borrower shall have delivered to LKQE, sufficiently in advance of closing, all information and documentation required by LKQE; the term sheet requires acceptance no later than five business days from its date

Waivers

• Indemnity: The debtors shall indemnify, pay and hold harmless the DIP Lender and its directors, officers, employees, professionals and agents against any loss, liability, cost or expense incurred in respect of the financing or the use or proposed use of proceeds thereof, except to the extent resulting from the gross negligence, bad faith, fraud or willful misconduct of the indemnified party as determined by a final, non-appealable judgment of a court of competent jurisdiction
• Release: The DIP Loan Documents and the orders shall provide for a full, absolute, plenary and unconditional release of the DIP Lender from all liability for any and all claims, causes of action or other rights of the debtors, subject only to the challenge rights set forth in the interim cash collateral order
• Governing law and jurisdiction: The DIP Loan Documents are governed by New York law; the debtors submit to the non-exclusive jurisdiction and venue of the bankruptcy court, or, if the bankruptcy court does not have or does not exercise jurisdiction, any state or federal court of competent jurisdiction in the state of New York, and waive any right to trial by jury

Permitted Variance

• Commencing with the third full calendar week after entry of the interim order, permitted variances are tested each Friday on a weekly basis against the loan parties' actual operating disbursements
• Operating disbursements for any one-week period may not exceed 115% of budgeted disbursements on an aggregate basis as set forth in the Approved DIP Budget for such period
• To the extent actual aggregate disbursements as of any testing date are less than aggregate budgeted disbursements as of such date, the favorable variance may be carried forward and added to the permitted disbursements for a subsequent testing period