Contract analysis

I. Good Cause and Findings. Based upon the record before the Court, including the DIP Motion, the declarations filed in support thereof, the testimony and evidence presented at the Final Hearing, and the arguments of counsel, the Court finds and concludes as follows: (i) Good cause has been shown for the entry of this Final Order. (ii) The Debtor has been unable to obtain unsecured credit allowable under Section 503(

1. Authorization of DIP Facility. The DIP Motion is hereby GRANTED on a final basis. The Debtor is authorized and empowered, pursuant to Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, to borrow up to the full aggregate commitment amount of One Hundred Seventy-Five Million Dollars ($175,000,000) under the DIP Credit Agreement, consisting of: (a) Eighty Million Dollars

2. DIP Facility Terms. The principal terms of the DIP Facility, as set forth in the DIP Credit Agreement, are hereby approved and shall include, without limitation, the following: (a) Interest Rate. The outstanding principal balance of all loans under the DIP Facility shall bear interest at a per annum rate equal to the Secured Overnight Financing Rate ("SOFR") plus 850 basis points (8.50%), subject to a SOFR floor o

3. Superpriority Administrative Expense Claims — Section 364(c)(1). Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and the Debtor's estate (the "DIP Superpriority Claims"), with priority over any and all administrative expense claims and unsecured claims of any kind or nature whatsoever, including, witho

4. DIP Liens — Sections 364(c)(2), (c)(3), and (d). To secure the payment and performance of all DIP Obligations, the DIP Collateral Agent (Meridian Trust Company), for the benefit of the DIP Agent and the DIP Lenders, is hereby granted the following continuing liens and security interests (collectively, the "DIP Liens"), which liens and security interests are valid, binding, enforceable, non-avoidable, and automatic

5. ABL Roll-Up. Twenty Million Dollars ($20,000,000) of pre-petition ABL revolving credit obligations outstanding under the Pre-Petition ABL Credit Agreement are hereby rolled up into the DIP Facility on a dollar-for-dollar basis (the "ABL Roll-Up Amount"). The ABL Roll-Up Amount shall be deemed to constitute DIP Obligations for all purposes under this Final Order and the DIP Credit Agreement, and shall be secured by

6. Adequate Protection for Pre-Petition Secured Parties. As adequate protection for any diminution in value of the Pre-Petition Secured Parties' interests in the Pre-Petition Collateral (including Cash Collateral) resulting from the granting of the DIP Liens, the Debtor's use of Cash Collateral, the priming of pre-petition liens, and the imposition of the automatic stay under Section 362 of the Bankruptcy Code, the P

7. Authorization to Use Cash Collateral. Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor is hereby authorized to use Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) of the Pre-Petition Secured Parties in accordance with the DIP Budget (as defined below) and subject to the adequate protection provisions set forth in Paragraph 6 of this Final Order. The authorization to use Cash C

8. DIP Budget. The Debtor shall at all times comply with the 13-Week DIP Budget, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the "DIP Budget"), covering the period from May 15, 2025, through August 13, 2025. The DIP Budget, which has been approved by the DIP Agent and the Required Lenders, reflects the following summary projections: The DIP Budget may be extended or updated i

9. Financial Covenants. The Debtor shall comply at all times with the following financial covenants as set forth in the DIP Credit Agreement: (a) Minimum Liquidity. The Debtor shall maintain minimum liquidity of not less than Fifteen Million Dollars ($15,000,000) at all times, where "liquidity" is defined as the sum of (i) unrestricted cash and cash equivalents on deposit in accounts subject to the DIP Liens, plus (i

10. Milestones. The Debtor shall comply with the following milestones (the "Milestones"), each of which is an essential term of the DIP Facility: (a) Interim DIP Order. Entry of the Interim Order authorizing the DIP Facility on an interim basis by no later than five (5) business days after the Petition Date (i.e., by May 22, 2025) — satisfied. (b) Final DIP Order. Entry of a Final Order authorizing the DIP Facility o

11. Carve-Out. Notwithstanding anything to the contrary in this Final Order, the DIP Credit Agreement, or the DIP Loan Documents, the DIP Liens, the DIP Superpriority Claims, the Replacement Liens, and the Adequate Protection Superpriority Claim shall in each case be subject and subordinate to the following carve-out (the "Carve-Out"): (a) Pre-Trigger Carve-Out. All accrued but unpaid fees, costs, and expenses of pro

12. Events of Default. The occurrence of any of the following shall constitute an Event of Default under the DIP Credit Agreement and this Final Order, including, without limitation: (a) Failure of the Debtor to pay any principal, interest, fees, or other amounts constituting DIP Obligations when due and payable under the DIP Credit Agreement, whether upon demand, at maturity, or otherwise; (b) Breach by the Debtor o

13. Intercreditor Agreement. The Intercreditor Agreement, dated as of May 22, 2025, by and between Ironclad Capital Partners LP (in its capacity as DIP Administrative Agent) and Prairie State Bank, N.A. (in its capacity as Pre-Petition First Lien Agent) (the "Intercreditor Agreement"), governing the relative priority of liens, the waterfall of proceeds upon the exercise of remedies or disposition of collateral, stand

14. Section 364(e) Protection. The DIP Liens, the DIP Superpriority Claims, and all other rights, remedies, and benefits granted to the DIP Agent, the DIP Collateral Agent, and the DIP Lenders under this Final Order, the DIP Credit Agreement, and the DIP Loan Documents, and any actions taken pursuant hereto or thereto, shall be entitled to the full protections afforded by Section 364(e) of the Bankruptcy Code. If any

15. Automatic Stay Modifications. The automatic stay imposed by Section 362 of the Bankruptcy Code is hereby modified to the extent necessary to permit: (a) The DIP Agent, the DIP Collateral Agent, and the DIP Lenders to exercise all rights and remedies available to them under the DIP Credit Agreement, the DIP Loan Documents, and this Final Order following the occurrence of an Event of Default and the expiration of t

16. Reporting Requirements. The Debtor shall provide to the DIP Agent, with copies to Prairie State Bank, N.A. (as Pre-Petition Agent) and counsel to the Committee: (a) Weekly Budget Variance Reports. On or before the third (3rd) business day after the end of each calendar week, a report comparing actual receipts and disbursements for the prior week to the amounts set forth in the DIP Budget, together with an explana

17. Professional Fee Payment. Nothing in this Final Order shall impair, limit, or otherwise affect the right of any professional retained by the Debtor or the Committee in this case to seek and receive compensation for services rendered and reimbursement of expenses incurred pursuant to Sections 330 and 331 of the Bankruptcy Code, subject in all cases to the terms and limitations of the DIP Credit Agreement and the C

18. D&O Insurance. Nothing in this Final Order shall affect, impair, or modify the rights of any person under the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821; aggregate limit of $15,000,000) for the benefit of the Debtor's current and former directors and officers. The DIP Liens shall not attach to the proceeds of such directors' and off

19. No Third-Party Rights. Except as expressly provided herein, this Final Order does not create any rights for the benefit of any third party, creditor, equity holder, or any other person or entity, and no third party, creditor, equity holder, or other person or entity shall be deemed a third-party beneficiary of any of the provisions of this Final Order.

20. Binding Effect; Successors. This Final Order shall be binding upon and shall inure to the benefit of the Debtor, the DIP Agent, the DIP Collateral Agent, the DIP Lenders, Prairie State Bank, N.A. (as Pre-Petition Agent), the Pre-Petition Secured Parties, the Official Committee of Unsecured Creditors, and all other parties in interest in this case, and their respective successors, assigns, heirs, executors, admini

21. No Waiver. The failure of the DIP Agent, the DIP Collateral Agent, or any DIP Lender to seek relief or otherwise exercise any of its respective rights and remedies under this Final Order, the DIP Credit Agreement, or the DIP Loan Documents shall not constitute a waiver of any such rights or remedies, and all such rights and remedies shall be cumulative and not exclusive of any rights or remedies provided by law,

22. Survival. The provisions of this Final Order, and any actions taken pursuant hereto, shall survive the entry of any order: (a) confirming any plan of reorganization in this Chapter 11 case; (b) converting this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing this Chapter 11 case; or (d) pursuant to which this Court abstains from hearing this case or any related proceeding. The term

23. Governing Law. The DIP Credit Agreement and the DIP Loan Documents (other than the Mortgages) are governed by and shall be construed in accordance with the laws of the State of New York (without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction), except as otherwise preempted or governed by the Bankruptcy Code or other applicable federal law. The M

24. Objection Deadline and Reservation of Rights. All objections to the DIP Motion, the DIP Facility, and the relief granted herein that were not timely raised in writing prior to or at the Final Hearing are hereby deemed waived and overruled in all respects. Notwithstanding the foregoing, the Official Committee of Unsecured Creditors and any other party in interest (other than the DIP Agent and the DIP Lenders, who

25. Immediate Effectiveness; No Stay. This Final Order shall be effective immediately upon entry and shall not be subject to any stay of effectiveness, including any stay provided under Bankruptcy Rules 6004(h), 7062, or otherwise. The Debtor is authorized to take any and all actions necessary or appropriate to implement the terms and provisions of this Final Order immediately upon entry, including, without limitatio

26. Retention of Jurisdiction. This Court retains exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, enforcement, and modification of this Final Order, the DIP Credit Agreement, the DIP Loan Documents, the Adequate Protection Obligations, the Carve-Out, and all related matters, including, without limitation, jurisdiction to hear and determine all disputes and contro