Thrill Intermediate - Chapter 11 Plan Terms

Plan Terms

Overview

• The Debtors and debtors-in-possession—Thrill Intermediate LLC, Thrill Holdings LLC, Superjacket Productions LLC, Purple Shark, LLC, Perfect Feet Productions, LLC, Crown Media Entertainment, LLC, Conduit Post, LLC, Nitrocross IP Holdings LLC, and Nitro Rallycross LLC—propose a joint chapter 11 plan of reorganization and liquidation for the resolution of Claims against and Equity Interests in the Debtors.
  • The Plan is structured as a plan of reorganization for Thrill Holdings LLC, Superjacket Productions LLC, Nitro Rallycross LLC, and Crown Media Entertainment, LLC, and as a plan of liquidation for Thrill Intermediate LLC, Nitrocross IP Holdings LLC, Purple Shark, LLC, Perfect Feet Productions, LLC, and Conduit Post, LLC.
  • The Debtors commenced the Chapter 11 Cases on September 28 and 29, 2025 (the “Petition Date”). The cases (Case Nos. 25-15714-MKN through 25-15722-MKN) are jointly administered under Case No. 25-15714-MKN.
• The Plan incorporates the Settlement Transactions reflected in a binding Plan Term Sheet executed by the Debtors, the Administrative Agent, the Sub-Agent, the Lenders, Estremo, the MTV Parties, and the Opt-In Talent Parties, attached as Exhibit 1 to the 9019 Motion.
• The Parties to the Plan are the Debtors, Thrill Partners, the Administrative Agent, the Sub-Agent, the Lenders, the Mezz Noteholders, the MTV Parties, Estremo, and the Opt-In Talent Parties.

Settlement Transactions

• The Settlement Transactions comprise the compromises, settlements, transfers, assignments, releases, payment directions, modifications, and other transactions contemplated by the Plan Term Sheet, the Plan, the 9019 Order, and the Confirmation Order, including:
  • The Partners Settlement Contribution—the contribution to be made by Thrill Partners to Thrill Holdings on the Effective Date in full and final satisfaction of the Settled Claims.
  • The MTV Direction of Payments, the Mutual Releases, the MTV Specific Releases, the Talent Releases, and the establishment and funding of the Litigation Trust.
• Approval of the 9019 Motion, entry of the 9019 Order, and entry of the Confirmation Order shall constitute approval of the Settlement Transactions under Bankruptcy Rule 9019, section 1123(b) of the Bankruptcy Code, and any other applicable law, as fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and their creditors.
• Under sections 1123 and 1129 of the Bankruptcy Code and Bankruptcy Rule 9019, the provisions of the Plan constitute a good-faith compromise and settlement of all Claims, Equity Interests, controversies, and disputes resolved under the Plan, including the Settlement Transactions, and entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of each such compromise and settlement.
• In the event of any conflict, inconsistency, or ambiguity between the Plan and the 9019 Order solely with respect to the implementation, scope, validity, enforceability, or effect of the Settlement Transactions, the Mutual Releases, the MTV Specific Releases, or the Talent Releases, the terms of the 9019 Order shall govern and control.

MTV Settlement

• Under the MTV Payment Schedule, amounts payable to Superjacket, Purple Shark, or, to the extent applicable, any other Debtor or Debtor affiliate—together with any backend and/or contingent compensation calculated in accordance with the PSA or applicable Related Agreements—shall be paid directly to Reorganized Thrill Holdings (or its successors or assigns) pursuant to the MTV Direction of Payments.
  • Amounts payable to the Opt-In Talent Parties under the MTV Payment Schedule shall be paid directly to the applicable Opt-In Talent Parties, subject to the terms of the Plan, the Confirmation Order, and the 9019 Order (including the Additional MTV Settlement Terms).
  • All such payments made by the MTV Parties shall be deemed to satisfy the MTV Parties’ corresponding payment obligations solely to the extent of such payments.
• The MTV Payment Claims consist of payments made by the MTV Parties to the Debtors before and after the Petition Date under the PSA, the Related Agreements, and/or the Talent Agreements in which certain of the Opt-In Talent Parties assert an interest or entitlement, only to the extent asserted by an Opt-In Talent Party, up to the following amounts:
  • Dyrdek Parties: $2,982,000
  • Brim Parties: $2,170,980
  • Tremaine Parties: $1,890,000
• The Debtors, the Liquidating Debtors, the Reorganized Debtors, and the Opt-In Talent Parties shall defer the resolution and adjudication of any disputes related to the MTV Payment Claims, including the assertion or allowance of Administrative Claims on account thereof, until after the Effective Date.
  • Notwithstanding the deferral, the Opt-In Talent Parties, the Debtors, and the Reorganized Debtors, as applicable, shall negotiate in good faith in an effort to reach resolution of the MTV Payment Claims.
  • If resolution is not reached after the Effective Date, the Opt-In Talent Parties shall be free to pursue the MTV Payment Claims, subject to all rights, claims, defenses, objections, setoff rights, recoupment rights, and other rights and remedies of the Debtors, the Liquidating Debtors, the Reorganized Debtors, the Plan Administrator, the Litigation Trustee, and the Litigation Trust, all of which are fully reserved.
• Notwithstanding anything to the contrary, the Debtors, the Liquidating Debtors, the Reorganized Debtors, and the Opt-In Talent Parties, each on behalf of themselves and any successors thereto (including the Plan Administrator and the Litigation Trustee), waive and release the MTV Parties with respect to any and all rights, Claims, Interests, or Causes of Action related to the MTV Payment Claims.

Treatment of Claims and Equity Interests

• Class 1 – Lenders’ Secured Claim. The Lenders’ Claim arises under the Credit Agreement and related loan documents and was filed as Proof of Claim number 5 in the amount of $85,570,586.01, plus unpaid interest and fees.
  • On the Effective Date, each Holder of an Allowed Class 1 Claim, or its designee, shall receive its Pro Rata share of 100% of the Equity Interests in Reorganized Thrill Holdings in exchange for, and in satisfaction of, $1.00 of the Allowed Class 1 Claim Amount.
  • Of the remaining obligations, (i) $41,478,881.01 shall be assumed by Reorganized Thrill Holdings on the Effective Date, and (ii) the balance shall constitute the Lenders’ Deficiency Claim and be treated under Class 4.
  • Impaired; entitled to vote.
• Class 2 – Other Secured Claims. On the Effective Date, each Holder shall receive, at the Debtors’ election: (a) payment in full in Cash; (b) delivery of the collateral securing such Claim; (c) reinstatement; or (d) such other treatment rendering the Claim Unimpaired under section 1124. Unimpaired; deemed to accept.
• Class 3 – Other Priority Claims. On the Effective Date, each Holder shall receive either (a) payment in full in Cash or (b) such other treatment rendering the Claim Unimpaired under section 1124. Unimpaired; deemed to accept.
• Class 4 – General Unsecured Claims, including the Mezz Noteholders’ Claims (in the aggregate sum of $53,493,957).
  • On the Effective Date, each Holder shall receive its Pro Rata share of Litigation Trust Interests, including rights to distributions in accordance with the Litigation Trust waterfall.
  • Any Distributions to Holders of Claims arising under the Mezz Purchase Agreement shall be subject to and made in accordance with the Intercreditor Agreement, including its turnover provisions.
  • The Litigation Trust Interests attributable to the Lenders’ Deficiency Claim shall be issued to Reorganized Thrill Holdings, with distributions made in accordance with the Litigation Trust waterfall.
  • Impaired; entitled to vote.
• Class 5 – Intercompany Claims. On the Effective Date, Intercompany Claims shall be, at the Debtors’ option, either (a) reinstated or (b) cancelled, released, set off, contributed, distributed, or otherwise adjusted. Impaired; not entitled to vote; deemed to reject.
• Class 6 – Reorganized Subsidiary Interests. On the Effective Date, the Reorganized Subsidiary Interests shall remain unaffected and continue in place. Unimpaired; not entitled to vote; deemed to accept.
• Class 7 – Other Equity Interests. On the Effective Date, all Other Equity Interests shall be cancelled, and Holders shall neither receive nor retain any property on account of such interests. For Equity Interests in Thrill Holdings, cancellation shall occur in connection with the issuance of new Equity Interests in Reorganized Thrill Holdings. Impaired; not entitled to vote; deemed to reject.

Reorganization and Issuance of New Equity

• On the Effective Date, all existing Equity Interests in Thrill Holdings shall be cancelled, and Reorganized Thrill Holdings shall issue new Equity Interests to Holders of Allowed Class 1 Claims or their designees.
  • The new Equity Interests shall be authorized without further action by any Person and shall be exempt from registration to the fullest extent permitted by section 1145 of the Bankruptcy Code and other applicable law.
• On the Effective Date, Thrill Holdings, Superjacket, Nitro Rallycross, and Crown Media shall be reorganized and constitute the Reorganized Debtors, while Thrill Intermediate, Nitrocross IP Holdings, Purple Shark, Perfect Feet, and Conduit Post shall constitute the Liquidating Debtors and be wound down and dissolved.

Litigation Trust

• The Litigation Trust shall be established under the Plan and the Litigation Trust Agreement to receive, hold, administer, investigate, prosecute, settle, and distribute proceeds of the Retained Causes of Action, becoming effective on the Effective Date.
  • On the Effective Date, the Debtors and their Estates shall irrevocably assign, transfer, convey, and deliver to the Litigation Trust all right, title, and interest in the Retained Causes of Action, which shall automatically vest without further act, deed, assignment, notice, approval, or order.
  • The Litigation Trust shall be established for the sole purpose of liquidating its assets and making distributions in accordance with the Plan, Confirmation Order, and Litigation Trust Agreement, and in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in a trade or business except as reasonably necessary to its liquidating purpose.
• The Lenders shall establish a budget for the Litigation Trust. The costs and expenses of the Litigation Trust, including the fees and expenses of the Litigation Trustee and its professionals, shall be paid out of the Litigation Trust Property. Other than the transfer of the Litigation Trust Property, the Debtors shall have no obligation to finance or fund the Litigation Trust, the Litigation Trustee, or its professionals.
• The Litigation Trust Agreement shall require that all Litigation Trust Property be distributed subject to the following waterfall:
  • First, payment of reasonable fees and expenses of the Litigation Trustee and professionals;
  • Second, reimbursement of the Lenders for all amounts funded into the Litigation Trust Budget, plus interest at the default rate under the Credit Agreement; and
  • Thereafter, distribution Pro Rata to Class 4 holders, including Reorganized Thrill Holdings.
• The Litigation Trust will terminate as soon as practicable, but not later than the fifth anniversary of the Effective Date, provided that the Bankruptcy Court may, upon motion by a party in interest within six months prior to that anniversary (or such later date as it may permit), extend the term for a finite period if necessary to liquidate the Litigation Trust Property or for other good cause.
• To the extent the Litigation Trust Interests are deemed “securities,” their issuance is exempt pursuant to section 1145 of the Bankruptcy Code and from registration under the Securities Act of 1933, as amended, and any applicable U.S. federal, state, and local registration laws.

Executory Contracts and Unexpired Leases

• As of the Effective Date, the PSA, the Related Agreements, and the Talent Agreements—and, expressly, the Dyrdek Agreements (unless otherwise agreed by the MTV Parties)—shall be deemed rejected and of no further force and effect, superseded by the Plan Term Sheet, the Plan, the Confirmation Order, the 9019 Order, and the MTV Payment Schedule, including:
  • Any conditions under the PSA and/or Related Agreements to payment or continued compensation, including any requirement that Purple Shark be ready, willing, available, and able to render or complete production services, deliver episodes, satisfy delivery or acceptance requirements, maintain production capability, or provide talent or personnel; and
  • Any guarantees executed by the MTV Parties in favor of the Opt-In Talent Parties under the Talent Agreements (unless otherwise agreed by the MTV Parties).
  • Nothing in the Plan shall impair MTV’s obligations to make payments in accordance with the MTV Payment Schedule and the other terms of the Plan, the 9019 Order, the Confirmation Order, and the Definitive Documentation.
• Notwithstanding such rejection, any backend and/or contingent compensation payable under the MTV Payment Schedule shall be calculated in accordance with the terms of the PSA, the Related Agreements, and/or the Talent Agreements, as applicable.
• Notwithstanding Section 6.1, the TSA shall survive for a period of two months after the Effective Date.
• Subject to the occurrence of the Effective Date, the MTV Parties waive and release any claims against the Debtors or the Estates arising out of or relating to the rejection of the PSA, Related Agreements, and Talent Agreements, including under section 365(g) of the Bankruptcy Code.
• On or before the Effective Date, the Debtors shall bind a six-year directors’ and officers’ liability insurance tail policy at a cost not to exceed $140,000 (the “Tail Policy”), unless otherwise agreed by the Debtors, Lenders, and Estremo or otherwise ordered by the Bankruptcy Court.

Releases

• The Released Parties are the Debtors, Thrill Partners, Estremo, the Administrative Agent, the Sub-Agent, the Lenders, the Mezz Noteholders, and Steven Strom. A Released Claim is any Claim released under the Mutual Releases, the MTV Specific Releases, the Talent Releases, or otherwise pursuant to the Plan, the 9019 Order, or the Plan Term Sheet.
• The MTV Specific Releases provide for mutual releases between the MTV Parties, on the one hand, and the Debtors, the Administrative Agent, the Sub-Agent, the Lenders, the Mezz Noteholders, Thrill Partners, the Opt-In Talent Parties, Estremo, and their respective Related Parties, on the other hand, with respect to any and all Claims, Causes of Action, and liabilities arising out of or relating to:
  • The PSA and the Related Agreements and any payments or transfers made thereunder;
  • The Talent Agreements (including, unless otherwise agreed by the MTV Parties, all guarantees executed by MTV in favor of the Opt-In Talent Parties) and any payments or transfers made thereunder;
  • The production of the television program Ridiculousness; and
  • Any actions taken in connection with the Chapter 11 Cases, including the negotiation and pursuit of the Settlement Transactions, approval of the 9019 Order, and the negotiation, solicitation, prosecution, and confirmation of the Plan and the Definitive Documentation.
  • The MTV Specific Releases shall not apply to any claims arising from willful misconduct or fraud, claims arising solely from the MTV Parties’ failure to make payments in accordance with the Plan Term Sheet, the Definitive Documentation, the PSA, or any Related Agreements, or to the MTV Payment Claims.
• The Talent Releases provide for mutual releases by and among each of the Opt-In Talent Parties, on the one hand, and the Debtors, Estremo, the Administrative Agent, the Sub-Agent, the Mezz Noteholders, and the Lenders (and their respective Related Parties), on the other hand.
• The Mutual Releases, MTV Specific Releases, and Talent Releases set forth in the Plan Term Sheet and the 9019 Order are incorporated as material terms of the Plan, provided that the Talent Releases shall apply only to the Opt-In Talent Parties (and not to any Opt-Out Talent Parties unless and until they become Opt-In Talent Parties), and provided further that all such releases shall be subject to Section 9.6 of the Plan.

Exculpation

• Except as otherwise provided in the Plan and the Causes of Action transferred to the Litigation Trust, from and after the Effective Date, the Debtors, the Debtors’ Professionals, the MTV Parties, the Administrative Agent, the Lenders, the Sub-Agent, the Noteholders, the Plan Administrator, the Litigation Trustee, the Litigation Trust, any post-Effective Date director, manager, or officer of the Reorganized Debtors or Reorganized Thrill Holdings, and their respective present or former members, directors, officers, managers, advisors, attorneys, and agents shall not have or incur any liability—including derivative claims, but excluding direct claims—to any Holder of a Claim or Equity Interest or other party-in-interest for any act or omission from the Petition Date through the Effective Date in connection with the Chapter 11 Cases, the negotiation, documentation, and pursuit of confirmation and consummation of the Plan, the Settlement Transactions, or the consummation of the Plan, except for gross negligence and willful misconduct.
• No Person may commence or continue any claim, cause of action, or proceeding against any exculpated Party, Released Party, or MTV Party based on any Released Claim or any act or omission occurring from the Petition Date through the Effective Date, or after the Effective Date in connection with the implementation, administration, or consummation of the Plan and related matters, unless and until the Bankruptcy Court enters a Final Order, after notice and a hearing, determining that such claim or cause of action is colorable and is not barred by the exculpation, release, injunction, or other provisions of the Plan or Confirmation Order.

Injunction

• Except as otherwise expressly provided in or to enforce the Plan, the Bankruptcy Code, the Confirmation Order, or a separate order, all Persons or Entities holding Claims against the Debtors or their Estates, or any Claim extinguished, discharged, released, or subject to exculpation under the Plan or 9019 Order, are permanently enjoined, from and after the Effective Date, from:
  • Commencing or continuing any action against any Debtor, Reorganized Debtor, Reorganized Thrill Holdings, Plan Administrator, Litigation Trustee, or the Litigation Trust with respect to any such Claim in any forum other than the Bankruptcy Court;
  • Enforcing, attaching, collecting, or recovering any judgment, award, decree, or order against any Debtor or the Litigation Trust on account of any such Claim;
  • Creating, perfecting, or enforcing any Lien or encumbrance against any Debtor, Reorganized Debtor, Reorganized Thrill Holdings, Plan Administrator, Litigation Trustee, the Litigation Trust, or the Assets;
  • Commencing or continuing any action with respect to any claims extinguished, dismissed, or released under the Plan; and
  • Asserting any right of setoff or subrogation against any obligation due from any Debtor or against any of their Assets, except where asserted with respect to a timely filed proof of Claim resulting in an Allowed Claim.
• From and after the Confirmation Date, all Holders of Claims and Equity Interests, Talent Parties, Opt-In Talent Parties, Opt-Out Talent Parties, and other parties in interest are enjoined from taking any action to interfere with the implementation, consummation, or enforcement of the Plan, the Settlement Transactions, the MTV Payment Schedule, the MTV Direction of Payments, the Litigation Trust, the Retained Causes of Action, the wind down of the Liquidating Debtors, or the governance, ownership, assets, or operations of Reorganized Thrill Holdings or the Reorganized Debtors, except to enforce their express rights under the Plan, the Confirmation Order, the 9019 Order, or the Definitive Documentation in the applicable forum.

Discharge

• Solely with respect to the Reorganized Debtors, the Reorganized Debtors shall receive a discharge to the maximum extent not prohibited by law, including pursuant to section 1141(d)(1) of the Bankruptcy Code.
• All property dealt with in the Plan, including all property vested in the Reorganized Debtors or Reorganized Thrill Holdings, shall be free and clear of all Claims and interests of creditors, Equity Interest holders, and general partners (if any) as set forth in section 1141(c) of the Bankruptcy Code.
• The discharge shall not affect or impair any claims by any Person or Entity against any non-debtor, except to the extent such claims are released, enjoined, exculpated, settled, or otherwise affected pursuant to the Plan, the 9019 Order, the Confirmation Order, or any related Definitive Documentation.

Conditions Precedent

• Confirmation is conditioned upon (i) entry of the 9019 Order, inclusive of approval of the Mutual Releases, Talent Releases, and MTV Specific Releases, and (ii) entry of a Confirmation Order in form and substance acceptable to the Debtors, the Lenders, and Estremo (and to the MTV Parties and the Mezz Noteholders to the extent it materially and adversely impacts their respective rights or treatment).
• The Effective Date is conditioned upon satisfaction or waiver of conditions including:
  • Approval and effectiveness of the MTV Specific Releases (in form and substance acceptable to the MTV Parties);
  • Payment or funding of the Partners Settlement Contribution in accordance with the Plan;
  • Establishment of the Litigation Trust;
  • Payment of the Stretto Fee and Expense Claims;
  • Payment of the Professional Fee and Expenses Claims, up to the Professional Fee and Expenses Cap;
  • Payment of the UST Fees;
  • Binding of a six-year D&O tail policy at a cost not to exceed $140,000;
  • Obtaining or waiver of all necessary governmental, corporate, lender, and third-party approvals; and
  • The absence of any stay, injunction, or order preventing consummation of the Plan.
• The Debtors may waive any condition to the Effective Date with the consent of the Lenders and Estremo, without notice, leave, or order of the Bankruptcy Court (unless otherwise required by the Confirmation Order), provided that they may not, without the prior written consent of the MTV Parties or the Mezz Noteholders, respectively, waive, amend, or modify any condition that could materially and adversely impact such party.

Wind-Down

• The Wind-Down Amount is $150,000, or such other amount set forth in the Wind-Down Budget and approved by the Confirmation Order.
• The Wind-Down Budget shall be acceptable to the Lenders and funded using Cash Collateral and the proceeds of the Partners Settlement Contribution.
• The Liquidating Debtors shall be wound down and dissolved in accordance with the Plan, the Confirmation Order, the Wind-Down Budget, and applicable law. The Plan Administrator is authorized to take all actions necessary or appropriate to wind down the Liquidating Debtors—including filing certificates of dissolution, cancelling authority to do business, abandoning burdensome property, closing bank accounts, and preparing and filing tax returns—subject to the Wind-Down Budget and any applicable consent rights of the Lenders and Estremo.

Professional Fees

• The Professional Fee and Expenses Claim Cap is the aggregate sum of $1.55 million for Professional Fee and Expenses Claims incurred for time entries and expenses on or after March 1, 2026 through July 31, 2026, related to consummation and implementation of the transactions contemplated by the Plan Term Sheet.
  • Any Professional Fee and Expenses Claims unrelated to the Plan Term Sheet or its implementation, or incurred on or after July 31, 2026, shall not be limited by the Cap.
  • Amounts incurred prior to March 1, 2026 and paid prior to the Effective Date pursuant to the Cash Collateral Order—including the approximately 20% holdbacks on such fees—shall not apply toward the Cap.

Modification and Revocation

• Subject to section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and Article 11, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan before substantial consummation, subject to the consent and consultation rights set forth in the Plan, the Plan Term Sheet, and the 9019 Order.
  • Any amendment, modification, or supplement must be in form and substance acceptable to the Lenders and Estremo; acceptable to the MTV Parties to the extent it materially and adversely impacts their specific rights or treatment; and acceptable to the Mezz Noteholders to the extent it materially and adversely impacts them.
• The Debtors reserve the right to revoke or withdraw the Plan at any time before the Effective Date, subject to the consent rights of the Lenders and Estremo. If revoked or withdrawn, the Plan shall be null and void and shall not constitute a waiver or release of any Claims, Equity Interests, or Causes of Action by or against any Debtor or other Person.