Yardbird Group - Chapter 11 DIP Terms

DIP Terms

DIP Commitments

• $5.4 million superpriority senior secured priming term loan facility. The bankruptcy court approved it on a final basis by order entered Oct. 15, 2026, overruling any unresolved objections. The facility consists of:
  • $1.8 million of new-money term loans
  • Up to $3.6 million roll-up of prepetition initial term loans and delayed draw term loans held by DIP lenders that fund their pro rata share of the new money, converted on a cashless, dollar-for-dollar basis into DIP loans
• Interim availability: $1 million of new money in a single draw on the closing date. Under the interim order, prepetition debt was rolled up 1-for-1 against that draw. The term sheet states the roll-up at 2-for-1 throughout and had sized interim roll-up loans at up to $2 million.
• Final availability: the remaining balance of up to $800,000 of new money, available in multiple draws subject to the budget. The final order increases the roll-up ratio to 2-for-1 across all new money. It adds up to $1.6 million of roll-up loans against the final-period draws and up to $1 million against the interim draws.
• Rolled-up amounts are no longer outstanding under the prepetition credit agreement. The final order finds that the DIP lenders would not have provided new money without the roll-up. Amounts repaid or prepaid may not be reborrowed.

Borrower / Guarantors

• Yardbird Group LLC, as borrower
• The Bird Singapore LLC, Yardbird Beverly Hills, LLC, Yardbird Chicago, LLC, Yardbird DC, LLC, Yardbird Denver LLC, Yardbird DFW Concession, LLC, Yardbird DFW Management LLC, Yardbird DFW, LLC and YB Las Vegas, LLC, among the guarantors, which guarantee the facility jointly and severally on a first-priority secured basis

Agent / Lenders

• Brightwood Loan Services LLC, as administrative and collateral agent, which is also agent under the prepetition credit agreement
• Brightwood Capital SBIC III, LP and/or its affiliates and designees, lenders under the prepetition credit agreement, as DIP lenders. Every holder of prepetition initial or delayed draw term loans is offered a pro rata share of the DIP loans.
• The required DIP lenders, meaning non-defaulting lenders holding more than 50% of outstanding DIP loans and commitments, direct the facility.

Prepetition Capital Structure and Stipulations

• Prepetition term debt: approximately $13.3 million as of the petition date, per the debtors' stipulations. That consists of approximately $11.2 million of initial term loans and approximately $2.1 million of delayed draw term loans (including Amendment No. 2 delayed draw term loans). Fees, expenses, indemnities and other amounts are also owed.
• The prepetition credit agreement, with Brightwood Loan Services LLC as agent, is dated July 28, 2022. It was amended April 19, 2024, and again by an Amendment No. 2 and Waiver dated Nov. 14, 2025.
• The debtors stipulate that:
  • The prepetition obligations are valid and are not subject to avoidance, recharacterization, offset or subordination.
  • No prepetition payments to the lenders are avoidable.
  • The obligations are secured by valid, perfected first-priority liens on the prepetition collateral, subject only to permitted liens.
• The stipulations bound the debtors on entry of the interim order. They bind all other parties absent a timely challenge.
• Separately, debtor Southern Operations, LLC borrowed from City National Bank of Florida (CNB) through the Main Street Loan Facility program. The loan carries a $9.9 million stated principal amount under an Aug. 11, 2020, loan and security agreement. It was amended and ratified by an April 8, 2025, amendment, effective Aug. 11, 2024, with certain debtor affiliates as guarantors.
• The CNB obligations purport to be secured by liens on CNB's collateral. The final order makes no stipulation as to the validity of the CNB debt or liens.

Cash Collateral

• All of the debtors' cash is the prepetition secured parties' cash collateral. That includes deposits, collections of receivables and proceeds of the prepetition collateral.
• The debtors may use cash collateral only in accordance with the final order, the DIP documents and the budget, including to make adequate protection payments.

Interest Rate

• New-money loans: Term SOFR + 12.00% (1.00% floor), PIK monthly
• Roll-up loans: Term SOFR + 12.00% (1.00% floor), PIK
• Default rate increase: 2% on all outstanding obligations during an event of default
• Interest is calculated on an actual/360 basis. Accrued interest is paid in kind on the last business day of each month.

Fees

• Closing premium: 2.00% of the new-money loans, paid in kind on the closing date
• Exit premium: 2.00% of all DIP loans, including the roll-up loans, payable in cash at maturity. It is not owed if the DIP lenders acquire substantially all, or a portion of, the debtors' assets through a credit bid.
• Agent fee: set by a separate fee letter between the borrower and the DIP agent
• The closing and exit premiums were deemed approved on entry of the final order. The other fees were deemed approved on entry of the interim order.
• The debtors also pay the reasonable, documented out-of-pocket fees of one financial advisor, one lead counsel and one local counsel per jurisdiction for each of the DIP agent and the DIP lenders, whether or not the facility is consummated, plus enforcement costs and documentary taxes, subject to invoice review by the debtors, the U.S. Trustee and any committee.

Maturity

• The earliest to occur of:
  • 75 days after the petition date
  • Acceleration of the loans and termination of commitments following an event of default
  • 30 days after the petition date, if the final order has not been entered by then
  • Appointment of a Chapter 11 trustee or other court-mandated fiduciary with decision-making authority, including an examiner with expanded powers
  • Consummation of a sale of all or substantially all of the debtors' assets
  • Conversion to Chapter 7 or dismissal
  • The effective date of a confirmed Chapter 11 plan
• Unless the required DIP lenders agree, a confirmation order may discharge the DIP obligations only through payment in full in cash on or before the plan effective date.

Prepayments

• Voluntary: permitted in whole or in part on 3 business days' notice, without premium or penalty other than the exit premium
• Mandatory prepayment of 100% of:
  • Net cash proceeds of collateral dispositions in excess of the carve-out, other than ordinary-course inventory sales, unless the required DIP lenders consent otherwise
  • Insurance and condemnation proceeds in excess of the carve-out
  • Net cash proceeds of any debt incurrence
• All prepayments apply first to the new-money loans until repaid and then to the roll-up loans.
• Subject to the carve-out, collections after acceleration or in a mandatory prepayment are applied in this order:
  • DIP agent fees, indemnities and expenses, including agent counsel
  • DIP lender fees, indemnities and expenses, including lender counsel
  • New-money principal and interest
  • Roll-up principal and interest
  • All other DIP obligations
  • Any balance to the borrower

Milestones

• The sale must close within 53 calendar days of the Sept. 21, 2026, petition date. The DIP lenders, or their designee, are to be stalking horse under an asset purchase agreement acceptable to the required DIP lenders.
• Unless the required DIP lenders waive or extend a milestone, missing it is an immediate event of default. The milestones are:
  • By the petition date: file a bidding procedures motion that also seeks approval of the DIP lenders' stalking horse bid
  • 3 business days after the petition date: entry of the interim order
  • 22 calendar days after the petition date: entry of the bidding procedures order, extended in the final order from 18 days under the term sheet
  • 30 calendar days after the petition date: entry of the final order, which was entered Oct. 15, 2026
  • 37 calendar days after the petition date: bid deadline
  • 45 calendar days after the petition date: commencement of the auction, if any
  • 50 calendar days after the petition date: sale hearing, subject to court availability
  • 53 calendar days after the petition date: closing of the approved sale

Budget

• The 13-week budget projects $9.13 million of receipts against $9.06 million of operating disbursements, for free cash flow of $70,600 before $1.36 million of Chapter 11 costs. It was prepared with chief restructuring officer Albert Altro of Traverse LLC.
• Receipts are led by $4.27 million of company-owned unit sales. Other receipts include $1.65 million of Venetian labor prefunding, $1.32 million of Venetian tips prefunding, and management fees and profit share from Las Vegas and Singapore.
• Disbursements are led by $3.47 million of labor and $2.03 million of tips. They also include $351,300 of Brightwood interest in three installments (weeks of Sept. 28, Oct. 26 and Nov. 30) and $123,000 of equipment financing costs.
• Chapter 11 costs total $1.97 million through the week of Dec. 14. The principal items are:
  • $560,000 for debtor counsel
  • $515,000 of Soravine fees, $445,000 of it in the week of Dec. 14
  • $250,000 for DIP lender's counsel, in the week of Sept. 28
  • $220,000 for the chief restructuring officer
  • $75,000 for the claims agent
  • $72,000 of D&O tail coverage
  • $60,000 for an independent board member
  • $50,000 of financial advisor accounting and reporting support, in the week of Dec. 14
  • $42,600 of DIP loan interest and $36,000 of DIP loan closing costs, both in the week of Dec. 14
• Draw schedule: $800,000 in the filing week of Sept. 21, $300,000 in the week of Oct. 5, $300,000 in the week of Nov. 16 and $400,000 in the week of Dec. 14. That totals $1.4 million within the 13 weeks and $1.8 million through the week of Dec. 14. The budget's $800,000 filing-week draw differs from the term sheet's single $1 million interim draw, the amount against which the final order sizes its $1 million interim roll-up add-on.
• Cash: the debtors open the filing week with $177,400. Ending cash dips to $111,500 after the week of Sept. 28 and stands at $349,200 at the end of the 13 weeks. It falls to $140,500 after the week of Dec. 14, which carries $608,600 of Chapter 11 costs.
• Updated budgets are due every fourth Friday beginning Oct. 16, 2026, under the final order; the term sheet left the start date blank. Updates must satisfy the required DIP lenders in their sole discretion. Absent agreement, the then-current budget remains in effect.
• Lender consent to a budget is not consent to use cash collateral or new money after an event of default.

Permitted Variance

• Aggregate actual operating disbursements may not exceed budget by more than 15%. The test covers all line items, including professional fees.
• Testing runs on two-week periods beginning the second full week after the petition date, rolled forward each week until a recast budget is approved.
• Food and liquor disbursements may be adjusted on a pro forma basis, by up to 20%, based on their correlation to revenue and cash receipts.
• The debtors deliver line-by-line variance reports each Wednesday, beginning the second full week after the petition date. The permitted variance drops to 0.00% upon a termination event.

Carve Out

• Post-carve-out trigger notice cap: $200,000
• Chapter 7 trustee fees: $50,000
• Statutory fees: clerk and U.S. Trustee fees, plus interest, not subject to any budget
• Debtor professionals before the trigger: capped at 115% of the fees in the last carve-out report delivered before the trigger notice (100% for earned transaction fees), plus actual fees incurred through the business day after the notice is delivered
• Committee professionals before the trigger: capped at budgeted amounts, without any permitted variance
• The DIP agent sends the trigger notice at the required DIP lenders' direction after a termination event. The carve-out ranks senior to the DIP liens and superpriority claims and to all adequate protection.
• The debtors fund a segregated reserve account weekly, starting on the closing date, with the budgeted professional fees. After a trigger notice:
  • The debtors may deposit cash up to the combined pre- and post-trigger caps.
  • The reserve is the sole source for carve-out obligations.
  • The DIP agent may not sweep or foreclose on cash until the reserve is fully funded.
• Any reserve balance left after carve-out obligations are paid goes first to the DIP agent and then to the prepetition agent.
• Professionals must apply unused retainers before drawing on the reserve. Neither the caps nor the budget limits the allowed fees the debtors owe.
• Fees incurred by the debtors or any committee during the remedies notice period permanently reduce the post-trigger cap, unless the court finds that no termination event occurred.

Use of Proceeds

• New-money proceeds and cash collateral may be used, consistent with the budget and permitted variances, to:
  • Pay professional fees and restructuring charges, including U.S. Trustee fees and allowed fees of any committee
  • Pay the DIP agent's and DIP lenders' professional fees and transaction costs
  • Fund working capital and general corporate purposes, including sale costs and payments under first-day orders
  • Pay administration costs, court-approved claims, adequate protection payments, and fees and interest under the facility
• Roll-up loans serve solely to refinance an equal amount of prepetition obligations through cashless conversion under the 2-for-1 structure.
• DIP proceeds, collateral, cash collateral and carve-out funds may not be used to:
  • Investigate or litigate claims against the DIP agent, DIP lenders or prepetition secured parties, or challenge their claims and liens, beyond the $50,000 committee challenge budget
  • Assert claims against non-debtor affiliates relating to their prepetition relationships with the debtors
  • Fund distributions under a plan that does not pay the DIP obligations in full in cash, unless the required DIP lenders and DIP agent agree

Securities and Priorities

• The DIP obligations, including the roll-up loans, are secured by liens on all of the debtors' prepetition and postpetition property. The liens were perfected as of the interim order date and are subject to the carve-out and permitted liens:
  • Section 364(c)(2): first-priority liens on unencumbered property, including avoidance action proceeds but not the actions themselves
  • Section 364(d)(1): first-priority priming liens on property subject to the prepetition liens, senior to the prepetition liens and the adequate protection liens
  • Section 364(c)(3): junior liens on property subject to valid, perfected liens that were senior to the prepetition liens at filing
• The DIP obligations also carry section 364(c)(1) superpriority claims against each debtor. These claims rank senior to all administrative expenses, including section 503(b) and 507(b) claims, and have recourse to all property, including avoidance action proceeds. They are subject only to the carve-out.
• CNB keeps its senior position on all property of Southern Operations, LLC:
  • The DIP liens, prepetition liens and adequate protection liens are junior to CNB's validly perfected prepetition liens on those assets.
  • The priming liens do not prime CNB.
  • The DIP and adequate protection superpriority claims are junior to CNB's administrative claims with respect to those assets.
  • The marshaling waiver does not impair CNB's seniority.
• The debtors may not incur debt ranking pari passu with or senior to the DIP obligations. It is a termination event if any other superpriority claim is granted, or if the DIP or adequate protection liens become subject to, or pari passu with, any other lien.
• The prepetition agent's existing financing statements are deemed postpetition filings perfecting the liens securing the DIP loans, including the roll-up loans.

Excluded Collateral

• The DIP and adequate protection liens do not attach to:
  • Nonresidential real property leases whose terms prohibit or restrict liens, although proceeds of their sale or other disposition are covered
  • Security deposits or prepaid rent, unless the lease permits liens on them; the liens attach if the deposits or rent revert to the debtors
  • Insurance proceeds for damage to a landlord's property
• Landlord consent requirements and landlords' section 365 rights are preserved.
• Equipment owned by CSC Leasing Co. and leased to Yardbird Group LLC under an Oct. 12, 2023, master lease is excluded from the DIP collateral, along with its proceeds. All other rights among the debtors, CSC and the DIP secured parties are reserved.

Avoidance Actions

• Proceeds only: the DIP liens reach avoidance action proceeds but not the actions themselves. The term sheet conditioned these liens on entry of the final order.
• The DIP superpriority claims, adequate protection liens and adequate protection superpriority claims also have recourse to avoidance action proceeds.

Adequate Protection

• The prepetition secured parties are Brightwood Loan Services LLC, as agent, and the prepetition lenders. To the extent of any diminution in the value of their collateral, they receive:
  • Replacement liens on all DIP collateral, including avoidance action proceeds, junior only to the carve-out, the DIP liens, permitted liens and CNB's liens on Southern Operations' assets
  • Section 507(b) superpriority claims, junior only to the carve-out, the DIP superpriority claims and CNB's administrative claims on Southern Operations' assets, with no recovery on them until the DIP obligations are paid in full in cash
  • Payment of reasonable, documented fees and expenses, including those of Winston Taylor LLP and Cole Schotz P.C., counsel to the prepetition lenders, subject to invoice review by the debtors, the U.S. Trustee and any committee
• The prepetition secured parties may seek additional adequate protection, which must rank junior to the DIP liens and claims.
• The final order is not a finding by the court, or an acknowledgment by the prepetition secured parties, that the protection granted is adequate.

Credit Bid

• The DIP agent may credit bid up to the full DIP obligations under section 363(k), acting at the required DIP lenders' direction, directly or through an acquisition vehicle.
  • The bid amount includes new-money and roll-up principal, accrued PIK interest, fees, premiums (including any exit premium) and expenses.
  • The right applies in a section 363 sale, under a section 1129 plan, or in a Chapter 7 trustee sale under section 725.
  • The DIP agent may assign the right to any acquisition entity or joint venture.
• The prepetition agent may credit bid the prepetition obligations then outstanding, as reduced dollar-for-dollar by the roll-up. That right is subject to the challenge rights and to satisfaction of the DIP obligations or the DIP agent's consent.
• Any debtor motion or court order impairing these credit bid rights is an event of default.

Challenge Period and Budget

• Deadline: Dec. 6, 2026, for a party with requisite standing to file an adversary proceeding. A challenge may target the roll-up loans, the prepetition liens or the prepetition obligations, or assert avoidance or other claims against the prepetition secured parties.
• The prepetition secured parties may extend the deadline by written consent, or the court may extend it for cause. Any committee may agree to end the challenge period before the 75th day after entry of the interim order.
• If the cases convert to Chapter 7 or a Chapter 11 trustee is appointed before the period expires, the trustee gets until the later of the deadline or 10 days after appointment.
• A committee may be unable to obtain standing because the relevant debtor is a limited liability company. In that case, a timely motion seeking a way to prosecute the challenge tolls the deadline for that challenge, and the debtors retain authority to prosecute it.
• Absent a timely challenge, the roll-up loans and prepetition obligations become allowed claims, and the stipulations bind all parties. Even if a challenge is filed, stipulations it does not specifically contest remain binding.
• Challenge budget: $50,000 of DIP proceeds or collateral, including cash collateral, for any committee to investigate the roll-up loans, prepetition liens and prepetition obligations within the challenge period. Committee investigation fees above that amount are not payable from the carve-out.

Releases

• Subject to the challenge period, the final order releases the following parties on behalf of the debtors and their estates:
  • Brightwood Capital SBIC III, LP and its affiliates and designees, as DIP lenders
  • Brightwood Loan Services LLC, as DIP and prepetition agent
  • The prepetition lenders
  • Each of their officers, directors, employees, affiliated funds, advisors, attorneys and other related parties
• The release covers all claims relating to the DIP obligations, DIP liens and claims, prepetition liens and prepetition obligations. That includes lender liability and equitable subordination claims, Bankruptcy Code claims, and challenges to lien validity, priority or perfection.
• The term sheet adds a release by each debtor of the DIP agent, the DIP lenders and their related parties for acts before the date of the term sheet relating to the term sheet, the facility and the prepetition credit agreement. Each debtor represents that it knows of no such claims.

Waivers

• Effective as of the petition date under the final order:
  • Section 506(c): no administrative expenses may be surcharged against the DIP or prepetition collateral, except to the extent of the carve-out, without the affected secured parties' written consent
  • Section 552(b): the "equities of the case" exception does not apply
  • Marshaling: the DIP and prepetition secured parties are not subject to marshaling, without impairing CNB's senior position on Southern Operations' assets

Events of Default

• Each term sheet event of default is also a termination event under the final order. The events of default include:
  • Failure to pay principal when due, or interest, fees or other amounts within 3 business days
  • Any representation inaccurate in any material respect
  • Covenant breaches uncured 3 business days after notice; milestone and additional-covenant breaches are immediate defaults
  • Spending DIP proceeds outside the budget, or variances beyond the permitted variance
  • The DIP orders ceasing to create valid, perfected liens with the required priority or to be in full force, or any failure to perform under them
  • Motions or orders approving payments on prepetition claims, other than budgeted first- and second-day relief, without required-lender consent; one clause of the term sheet sets this trigger at $100,000 in the aggregate and another at $50,000
  • Stay relief allowing foreclosure on assets with a book value over $50,000 in the aggregate, or unapproved, unbudgeted settlements with secured creditors over $50,000
  • Payment of any administrative claim of $100,000 or more not set forth in the budget
  • Appointment of a trustee or an examiner with enlarged powers, or an application for one by a debtor or affiliate
  • Dismissal without a provision for payment in full of the DIP obligations, or conversion or a debtor motion to convert
  • Without required-lender consent: additional section 364(c) or (d) financing that does not repay the DIP in full, modification of the DIP orders, administrative claims equal or senior to the DIP or adequate protection claims (other than the carve-out), or liens senior to the DIP liens
  • Third-party applications, not contested by the debtors in good faith, for the prepetition-claim, stay-relief, settlement, trustee or examiner, dismissal or conversion orders above; a final section 506(c) surcharge order or any final order adverse to the DIP agent or lenders; or orders modifying the DIP documents or prepetition credit agreement adversely to the lenders
  • Any debtor challenge to the prepetition liens or obligations, attempt to impair the DIP liens or surcharge collateral, or support for disallowing the DIP claims
  • Termination or modification of exclusivity without required-lender consent, or a motion to do so that the debtors do not actively contest
  • Filing a plan or disclosure statement that does not pay the prepetition and DIP obligations in full before maturity, approval or confirmation of any such plan, or amendment or withdrawal of a compliant plan without required-lender consent
  • Any sale of assets other than under the stalking horse asset purchase agreement, unless the sale pays the DIP and prepetition obligations in full before maturity
  • Modification of the bidding procedures order, or a debtor motion seeking one, without required-lender consent
• The final order adds as termination events any failure to comply with the order or the term sheet's covenants, and the occurrence of the maturity date.

Remedies

• Upon a termination event, the DIP obligations become due and the debtors' authority to use cash collateral and DIP proceeds ends. Enforcement is subject to a 5-day notice period after written notice, which may be by email, to debtors' counsel, the U.S. Trustee and counsel to any committee.
• During the notice period, the debtors may use previously drawn DIP proceeds or cash collateral only to fund budgeted operations and the professional fee reserve. The permitted variance is cut to 0.00%.
• The parties consent to an expedited hearing during the notice period. If the court schedules a requested hearing after the period ends, the period extends to the hearing date.
• When the notice period ends, the automatic stay terminates without further order unless the secured parties elect otherwise.
  • The DIP agent and DIP lenders may then exercise remedies against the DIP collateral, including terminating commitments.
  • The prepetition secured parties may enforce, subject to the DIP obligations, permitted liens and the carve-out.
• Under the term sheet, the DIP agent acts at the required DIP lenders' direction to accelerate the obligations, terminate cash collateral use and terminate the facility.
• Secured parties may enter leased premises only under applicable law, a landlord agreement or consent, pre-existing rights, or a court order on notice to the landlord. The notice period is sufficient notice for that hearing if the landlord is notified at the same time as the debtors.
• Any party may seek an emergency hearing to contest whether assets belong to the estates.

Covenants

• The affirmative and negative covenants of the prepetition credit agreement are incorporated, minus specified debt, lien and investment baskets. The excluded baskets include the one for the CNB Main Street loan obligations. The term sheet's permitted-lien definition replaces the lien covenant's general restriction.
• The debtors must retain Albert Altro of Traverse LLC as chief restructuring officer and seek approval of his retention at the second-day hearing. They must also give the chief restructuring officer access to management at all levels for meetings and calls.
• Additional covenants:
  • Bar payments on prepetition debt other than adequate protection, required-lender-approved and court-authorized payments, or first- and second-day relief
  • Bar material changes to the business, or adverse changes to organizational documents, absent consultation with the DIP lenders
  • Bar intercompany subrogation claims until the DIP is repaid
  • Require copies of court filings, compliance with court orders, and information access, excluding privileged material
• The debtors must maintain casualty and loss insurance on the collateral on substantially their prepetition basis. The DIP agent is named additional insured and lender's loss payee.
• With each weekly variance report, the debtors deliver a carve-out report of accrued unpaid professional fees.

Conditions Precedent

• Closing occurs within 2 business days of interim order entry. It required:
  • The interim order
  • First-day orders reasonably satisfactory to the DIP agent and DIP lenders
  • No material adverse change and no material litigation
  • Required consents
  • Perfected liens
  • The initial budget
• Each new-money draw requires accurate representations, no default, a borrowing request, payment of lender fees and expenses, and material compliance with the DIP orders. Draws after the interim facility also require the final order to be in full force and compliance with the applicable milestones.

Other Terms

• Indemnification: the debtors jointly and severally indemnify the DIP lenders, the DIP agent and their related parties. The final order adds fraud to the term sheet's exceptions for gross negligence and willful misconduct.
• Amendments: the DIP documents and budget may be amended without court approval. Amendments that shorten maturity, increase commitments or the interest rate, or are otherwise material require notice and a hearing. Increasing a lender's commitment, postponing payments, or reducing principal, rate or fees requires the consent of each affected lender.
• Assignments: the borrower must consent, not to be unreasonably withheld, unless an event of default is continuing or the assignee is a permitted assignee, and the DIP agent must consent unless the assignee is a DIP lender or its affiliate. Debtor affiliates may not become DIP lenders, and competitors designated by the borrower are excluded from the permitted assignees. Each assignment carries a $3,500 processing fee, which the DIP agent may waive.
• Survival: the DIP and adequate protection liens and claims survive conversion, dismissal, any section 363 sale and plan confirmation; the final order cites section 1141(d)(4).
• Appeal: if the final order is vacated or modified on appeal, liens and claims already granted to the prepetition secured parties remain governed by the original order, with section 363(m) protection.
• Until all DIP, adequate protection and prepetition obligations are paid in full in cash, the debtors waive the right to seek or consent to:
  • Modification of the final order, or equal or senior priority claims, without the DIP agent's and required DIP lenders' consent
  • Equal or senior liens on the DIP or prepetition collateral
  • Conversion or dismissal
  • Appointment of a trustee or an examiner with enlarged powers
• Governing law: New York. The debtors submit to the bankruptcy court's jurisdiction and waive jury trial.
• Limitation of liability: the DIP agent, DIP lenders and prepetition secured parties are not deemed to control the debtors and owe them no fiduciary duties.