Contract analysis

Section 1 — Definitions As used in this Stipulation, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DIP Credit Agreement or the Pre-Petition Credit Agreements, as applicable, unless the context otherwise requires. "ABL Credit Agreement" means that certain Asset-Based Lending Credit Agreement, dated as of March

Section 2 — Acknowledgments and Stipulations 2.1 Validity and Enforceability of Pre-Petition Liens. The Debtor hereby acknowledges, stipulates, and agrees that, as of the Petition Date: (a) The Pre-Petition Secured Obligations under the First Lien Credit Agreement (in the aggregate outstanding principal amount of $310,000,000) and the ABL Credit Agreement (in the aggregate outstanding drawn amount of $72,300,000) con

Section 3 — Adequate Protection As adequate protection of the Pre-Petition Secured Parties' interests in the Collateral, and in consideration of the priming of the pre-petition liens by the DIP Liens and the Debtor's use of Cash Collateral, the following adequate protection is hereby granted to PSB and the Pre-Petition Secured Parties: 3(a) Replacement Liens (Adequate Protection Liens). Effective as of the Petition D

Section 4 — DIP Budget Compliance The Debtor shall comply at all times with the approved 13-week DIP Budget (initially covering the period from May 15, 2025, through August 13, 2025), as the same may be updated, revised, or extended with DIP Lender approval in four-week increments in accordance with the DIP Credit Agreement. For purposes of adequate protection, PSB shall have the right to monitor compliance with the

Section 5 — Milestones The Debtor shall comply with the following case milestones, which are consistent with the milestones set forth in the DIP Credit Agreement: (a) Entry of Interim DIP Order. The Court shall have entered the Interim DIP Order no later than May 22, 2025 (the date that is five (5) business days after the Petition Date). (b) Entry of Final DIP Order. The Court shall have entered the Final DIP Order n

Section 6 — Reservation of Rights 6.1 Pre-Petition Secured Parties' Reservation. Nothing in this Stipulation shall be deemed or construed to constitute a waiver, release, or relinquishment by PSB or any of the Pre-Petition Secured Parties of any rights, remedies, claims, or defenses, whether arising under the Pre-Petition Credit Agreements, the Bankruptcy Code, applicable non-bankruptcy law, or otherwise, except as e

Section 7 — Termination Events The adequate protection provided in this Stipulation shall terminate and be of no further force and effect upon the earliest to occur of: (a) The indefeasible payment in full, in cash, of all Pre-Petition Secured Obligations (including all outstanding principal, accrued and unpaid interest, fees, costs, expenses, and other amounts owing under or in connection with the Pre-Petition Credi

Section 8 — Events of Default; Remedies An event of default under this Stipulation (each, a "Stipulation Default") shall be deemed to have occurred upon the occurrence of any of the following: (a) The failure by the Debtor to make any adequate protection interest payment required under Section 3(c) within three (3) business days after the date on which such payment is due; (b) The failure by the Debtor to deliver any

Section 9 — No Waiver of Automatic Stay Nothing in this Stipulation shall be deemed or construed to modify, limit, waive, terminate, or otherwise affect the automatic stay imposed by section 362(a) of the Bankruptcy Code, except as expressly provided in the DIP Orders entered by the Court. The provisions of this Stipulation are subject in all respects to the automatic stay, and nothing herein shall authorize PSB or a

Section 10 — Binding Effect This Stipulation shall be binding upon and inure to the benefit of the following parties and their respective successors and assigns: (a) The Debtor and its successors and assigns, including, without limitation, any trustee appointed in the Chapter 11 Case or in any case under Chapter 7 of the Bankruptcy Code arising from the conversion of the Chapter 11 Case, any examiner with expanded po

Section 11 — Incorporation into DIP Orders The parties hereto respectfully request that the Court incorporate the terms and conditions of this Stipulation, in their entirety, into both the Interim DIP Order (targeted for entry on or about May 22, 2025) and the Final DIP Order (targeted for entry on or about June 19, 2025). The incorporation of this Stipulation into the DIP Orders shall give this Stipulation the full

Section 12 — Intercreditor Agreement The respective rights, obligations, and priorities of PSB (as Pre-Petition First Lien Agent) and the DIP Agent with respect to, among other things, lien priority, application of proceeds, payment waterfall, standstill periods, and exercise of remedies shall be further governed by that certain Intercreditor Agreement between Ironclad Capital Partners LP, as DIP Administrative Agent

Section 13 — Governing Law This Stipulation shall be governed by and construed in accordance with the laws of the State of Iowa and the Bankruptcy Code, except to the extent preempted by federal law. The Court shall retain exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, enforcement, and performance of this Stipulation, and the parties hereto consent to the jurisd

Section 14 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Stipulation shall be in writing and shall be deemed duly given and effective when delivered by hand, by nationally recognized overnight courier service, by electronic mail (with confirmation of receipt), or by first-class United States mail (postage prepaid, certified or registered, return receipt

Section 15 — Amendments and Modifications This Stipulation may not be amended, modified, supplemented, or waived in any respect except by a writing duly signed by both the Debtor and PSB and approved by the Court upon notice to the DIP Agent, counsel to any official committee of unsecured creditors then appointed in the Chapter 11 Case, and the United States Trustee for Region 12. Any purported amendment, modificatio

Section 16 — Headings; Counterparts The section and subsection headings contained in this Stipulation are included for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Stipulation. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same ins