Warrior Technologies - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Warrior Technologies, LLC (dba Lobo Trucking), as debtor and debtor in possession, which continues to operate its business and manage its assets pursuant to sections 1107(a) and 1108 of the Bankruptcy Code

Agent / Lender(s)

• Commercial Funding Inc. (“CFI”), as counterparty to the Amended and Restated Loan and Security Agreement (Senior Secured Super Priority Debtor-In-Possession) (the “DIP Agreement”)
• Commercial Credit Group, Inc. (“CCG”), as counterparty to one or more Debtor-In-Possession Negotiable Promissory Note and Security Agreement (the “DIP Term Note”)
• CFI and CCG, collectively, as DIP Lender

DIP Commitments

• Senior secured super-priority post-petition financing comprised of:
  • The “CFI DIP Facility”: up to $18,000,000 in the aggregate on a revolving basis under the DIP Agreement, inclusive of approximately $3,880,000 in new post-Petition Date funding, with the balance consisting of the Roll-Up Obligations
  • The “CCG DIP Facility”: up to $5,700,000 in term loan financing under the DIP Term Note
    • The Interim Order authorized the Debtor to borrow only up to $3 million on the CCG DIP Facility
• The CFI DIP Facility and the CCG DIP Facility shall be cross-collateralized and cross-defaulted
• The Debtor is only authorized to borrow funds under the DIP Facility as set forth in the Budget
• The DIP Lender is authorized to apply, on a daily basis, all funds transferred into the lockbox account to the Roll-Up Obligations until all Roll-Up Obligations have been “rolled up” and converted into DIP Obligations
• The DIP Lender has no obligation to make any loan or advance unless the applicable conditions precedent have been satisfied in full or waived in its sole discretion and no Event of Default has occurred and is continuing

Cash Collateral

• The Debtor is authorized to use Cash Collateral of the DIP Lender, as defined in section 363(a) of the Bankruptcy Code, in accordance with the Budget and as otherwise provided in the DIP Financing Documents, the Interim Order and this Final Order
• The Debtor shall not sell, transfer, lease, encumber or otherwise dispose of any portion of the DIP Collateral outside the ordinary course of business without the prior written consent of the DIP Lender, except as provided in the DIP Financing Documents and this Final Order and approved by the Bankruptcy Court to the extent required under applicable bankruptcy law; nothing prevents the Debtor from operating in the ordinary course of business consistent with the Budget

Interest Rate

• Amounts borrowed under the CCG DIP Facility shall bear interest at the rate of 14% per annum

Fees

• Commitment fees and reasonable attorneys’ fees and disbursements as provided for in the DIP Agreement, payable as they become due and not otherwise subject to Court approval
• Reimbursement of the DIP Lender’s reasonable, documented costs and expenses, including the reasonable fees and expenses of external and internal legal and financial advisors and appraisal and valuation-related professionals, incurred in connection with:
  • The analysis, negotiation, documentation, execution, approval, administration and termination of the DIP Financing Documents, the Interim Order and this Final Order, and any amendment, waiver or consent relating thereto
  • The enforcement of the DIP Lender’s rights and the collection of payments owing from the Debtor
  • Any lien, litigation and other search costs and charges of any expert, appraiser, auditor or other consultant
  • Following the occurrence and during the continuation of any Event of Default, any reasonable, documented fees and costs due to the DIP Lender, including the reasonable charges of internal and external legal counsel

Maturity

• All DIP Obligations shall become immediately due and payable, and the Debtor’s authority to use the proceeds of the DIP Facility and Cash Collateral shall automatically cease, on the “Commitment Termination Date,” being the earliest to occur of:
  • The Maturity Date under the DIP Agreement
  • The occurrence of an Event of Default that is not cured in accordance with any applicable cure provision under the DIP Agreement
  • The date on which the maturity of the DIP Obligations is accelerated and the commitments under the DIP Facility are irrevocably terminated in accordance with the DIP Agreement

Events of Default

• An Event of Default under the Prepetition CCG Documents (other than defaults existing on the Petition Date) and/or pursuant to Section 5 of the DIP Agreement and/or Section 15 of the DIP Term Note, unless expressly waived in writing
• The following events, among others, shall each constitute an Event of Default:
  • Failure to have the Budget approved by the DIP Lender no less than five business days prior to the termination of the then-current Budget period, subject to a three-business-day cure following notice of non-approval to submit a revised Budget
  • Sales shortfalls or payments greater than a 10% variance from the Budget on an aggregate, rolling basis, measured weekly
  • The filing of a Challenge by the Debtor
  • Conversion of the Chapter 11 Case to chapter 7, dismissal of the Chapter 11 Case, or the appointment of a trustee
  • The filing of a plan of reorganization or liquidation that fails to pay all DIP Obligations in full, in cash, on the effective date of such plan
• Upon an Event of Default, the DIP Lender shall provide notice to the Debtor, counsel for the Committee and the U.S. Trustee, and may file an emergency Default Motion seeking confirmation of its authority to pursue remedies; following a determination by the Court, the automatic stay shall be deemed modified and the DIP Lender may, among other things, suspend further advances, accelerate the DIP Obligations, and take actions necessary to protect against loss or diminution of its DIP Collateral

Carve Out

• The “Carve-Out” consists of:
  • All fees required to be paid to the Clerk of the Bankruptcy Court or to the U.S. Trustee under 28 U.S.C. § 1930(a)(6), together with any applicable interest
  • The aggregate amount of all professional fees, expenses and disbursements of professionals retained by the Debtor and the Committee that are set forth in the approved Budget and allowed by the Court, incurred but unpaid prior to the issuance of a Carve-Out Notice
  • The actual and necessary costs and expenses incurred by counsel for the Debtor and/or a Chapter 7 Trustee associated with the closure or sale of the Debtor’s assets or businesses, in an amount not to exceed $25,000
• The Carve-Out for professional fees of the Committee shall be capped at $100,000, with no more than $25,000 used by the Committee in connection with the review and/or investigation (but not filing) of any Challenge
• The Carve-Out excludes fees and expenses incurred in initiating or prosecuting any claims, causes of action, adversary proceedings, Challenge or other litigation against CFI or CCG, including any effort to invalidate or subordinate the DIP Obligations, Prepetition Obligations or liens, or to challenge the adequate protection granted; provided that the Carve-Out remains available for fees incurred in a dispute over whether an Event of Default has occurred or is continuing
• Upon issuance of a Carve-Out Notice, the Debtor’s right to pay professional fees other than the Carve-Out terminates, and the Debtor shall provide immediate notice to all retained professionals
• Prior to any Carve-Out Notice, the Debtor is authorized to transfer budgeted professional fee amounts into a professional fee escrow account with Debtor’s counsel, Loeb & Loeb LLP, as Escrow Agent, governed by the Carve-Out Escrow Agreement

Use of Proceeds

• Proceeds of the DIP Facility shall be used in strict accordance with the Budget, subject to permitted variances, and only for the purposes set forth in the DIP Agreement, the DIP Term Note, the Interim Order and this Final Order
• On or before June 30, 2026, the Debtor shall (a) retain a billing specialist approved by the DIP Lender in its reasonable discretion and (b) maintain an employee from CashLine Solutions on-site at the Debtor’s location, each to facilitate timely distribution of customer invoices, assist in the collection of outstanding receivables and support the Debtor’s accounting department

Avoidance Actions

• The DIP Collateral shall not include, and the DIP Liens shall not attach to, (a) the Debtor’s Avoidance Actions or (b) equity and/or beneficial interests issued by the Debtor

Challenge Period

• The Committee or any other party in interest with requisite standing may challenge the validity, perfection, priority, allowability, status or amount of the prepetition CFI Liens, the prepetition CCG Liens or the Prepetition Obligations by filing an adversary proceeding on or before August 24, 2026 (the “Challenge Period”)
• If, prior to the end of the Challenge Deadline, the case converts to chapter 7 or a chapter 11 trustee is appointed, the Challenge Deadline shall be extended for 14 days from the date of such appointment, solely with respect to any such trustee
• From and after the Challenge Period Termination Date, absent a timely Challenge, all challenges shall be deemed forever waived and barred, the Prepetition Obligations shall be deemed allowed in full as secured claims under section 506, and the Debtor’s Stipulations shall bind all parties in interest
• CFI Collateral or CCG Collateral subject to a successful Challenge (the “Successfully Challenged Collateral”) shall be subject to the following priority:
  • First, the CCG Priming Lien and obligations arising under the CCG DIP Facility
  • Second, any shortfall between the Post-Petition CFI DIP Amount and the CFI Post-Petition Accounts Receivable Collateral collected by the Debtor and securing the Post-Petition CFI DIP Amount
  • Third, the Debtor’s estate, with such remaining amounts unencumbered by any other lien
• CFI shall look first to recover from the CFI Post-Petition Accounts Receivable Collateral before the Successfully Challenged Collateral, with that obligation limited to ordinary course collections and not requiring CFI to litigate or take similar enforcement action against account debtors

Securities and Priorities

• Subject only to the Carve-Out, all DIP Obligations constitute an allowed superpriority administrative expense claim (the “DIP Superpriority Claim”) under sections 364(c)(1), 503(b) and 507(b), with priority over all other administrative expense claims and unsecured claims, payable from and with recourse to all prepetition and post-petition property of the Debtor and all proceeds thereof
• To secure the DIP Obligations, the DIP Lender is granted automatically and properly perfected security interests in and liens on the DIP Collateral (the “DIP Liens”), subject only to the Carve-Out and the CCG Priming Lien, as follows:
  • CFI: a first position lien on all pre- and post-petition Cash Collateral and all other assets of the Debtor to the same extent CFI held such priority as of the Petition Date, junior and subordinated to the Carve-Out and the CCG Priming Lien
  • CFI: pursuant to section 364(c)(2), a first-priority lien on all DIP Collateral unencumbered (or encumbered but not perfected) as of the Petition Date, junior and subordinated only to the Carve-Out and the CCG Priming Lien
  • CFI: pursuant to section 364(c)(3), a junior security interest in all previously encumbered assets, including the CCG Collateral and other assets subject to valid and perfected PMSI Liens
  • CCG: pursuant to section 364(d)(1), and in connection with the CCG DIP Facility, a first-priority senior priming lien on all DIP Collateral, junior and subordinated only to the Carve-Out and as set forth below (the “CCG Priming Lien”)
• The DIP Liens shall also prime any liens granted after the Petition Date to provide adequate protection, and shall not be made subject to, subordinate to, or pari passu with any lien or security interest granted by any court order in the Chapter 11 Case, except for the Carve-Out and the CCG Priming Lien
• The Interim Order and this Final Order are sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens and Replacement Liens without the necessity of any filing or further action, though the DIP Lender may file financing statements or a photocopy of the orders as a financing statement at its discretion
• Resolution of objections:
  • The CCG Priming Lien shall be a second-priority junior lien behind the valid, enforceable and properly perfected senior PMSI liens of Americredit Financial Services, Inc. d/b/a GM Financial; Daimler Truck Financial Services USA LLC; First Internet Bank of Indiana; Auxilior Capital Partners, Inc.; Crossroads Lease and Finance, LLC; and Siemens Financial Services, Inc. (without any acknowledgment that such liens are valid PMSI liens)
  • The ad valorem tax liens held by the Texas Taxing Authorities, and any post-petition statutory ad valorem tax liens arising under Texas law, shall neither be primed by nor subordinated to any liens granted under the Order

Adequate Protection

CFI and Other Secured Creditors

• Monthly adequate protection payments to CFI in an amount equal to the interest accruing under the CFI Loan Documents
• Secured creditors other than CCG shall receive replacement liens to the same extent and priority as their valid and perfected prepetition liens and/or adequate protection payments payable under the Budget and agreed to by the Debtor and the DIP Lender, without prejudice to their right to seek additional adequate protection or relief from the automatic stay
• Mobilease, Inc.: monthly adequate protection payments in the aggregate amount of $175,920.95 to cover interest and collateral depreciation, in exchange for which the CCG Priming Lien shall be a first-priority priming lien under section 364(d)(1) on all of the Mobilease collateral; the DIP Lender is authorized to make such payment directly to Mobilease, Inc.

CCG

• The CCG Loan Documents shall remain in full force and effect (except for any defaults existing on the Petition Date)
• To the extent of any Diminution in Value of CCG’s interests in the CCG Collateral, CCG shall receive:
  • Continuing, valid, binding, enforceable, non-avoidable and automatically perfected post-petition replacement liens on the DIP Collateral and the CCG Collateral (the “CCG Replacement Liens”), junior only to the Carve-Out, the CCG Priming Lien, the DIP Liens and the PMSI Liens, and otherwise senior to all other interests; the CCG Replacement Liens are not subject to sections 506(c), 510, 549 or 550
  • Allowed superpriority administrative expense claims under sections 503(b) and 507(b) (the “Adequate Protection Superpriority Claims”), with priority over all administrative expense and unsecured claims
  • Monthly adequate protection payments in an amount equal to the interest accruing under the CCG Loan Documents, reflected in and subject to the Budget

Collateral Rights / No-Priming Covenant

• Absent the DIP Lender’s prior written consent or payment in full in cash of all DIP and Prepetition Obligations, the Debtor shall not seek or support any order authorizing credit or indebtedness secured by a lien on the DIP, CFI or CCG Collateral that is senior to or pari passu with the DIP Liens or the CCG Replacement Liens, and shall not consent to automatic-stay relief for any party other than the DIP Lender, CFI or CCG with respect to the DIP Collateral

Waivers

• Section 506(c): The Debtor waives, and the DIP Collateral shall not be subject to, any surcharge under section 506(c) or any other provision of the Bankruptcy Code, solely with respect to the DIP Lender and its DIP Collateral
• Marshaling: The DIP Lender, CFI and CCG shall not be subject to the equitable doctrine of “marshaling” or any similar doctrine with respect to the DIP Obligations, the DIP Collateral, the CFI Collateral or the CCG Collateral
• Section 552: The DIP Facility, DIP Liens and DIP Obligations shall not be subject to any “equities of the case” analysis under section 552 of the Bankruptcy Code or similar law