Ample - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Ample Texas EV, LLC and Ample, Inc., as Borrowers

Agent / Lender(s)

• Twelve Bridge Capital, LLC, as DIP Lender

DIP Commitments

• $6 million senior secured multi-draw term loan facility.
• The debtors stipulated that they were unable to obtain unsecured credit or credit secured solely by junior liens.

Cash Collateral

• The debtors are authorized to use cash collateral, defined as all cash, cash equivalents, and proceeds of collateral pledged to the DIP Lender.
• The court noted that, based on testimony, no prepetition lender has a claim to cash collateral.

Interest Rate (per Doc 5)

• 13.0% per annum, payable in kind (PIK) monthly in arrears by capitalizing accrued interest to principal
• Default Rate Increase: 2.0% (payable on demand or at the DIP termination date)

Fees

• Commitment Fee: 3.90%, fully earned and non-refundable upon entry of the interim order.
• Funding Fee: 1.0%, fully earned and payable as draws are made.
• Exit Fee: 1.75%, payable on the DIP commitment amount at the closing of a sale, refinancing, or plan.
• Diligence Fee: $50,000.
• Work Fee: Prepetition fee already paid.

Maturity (per Doc 5)

• The earliest to occur of:
  • April 3, 2026 (subject to a one-time extension to May 1, 2026, at the Borrower's request absent default)
  • The closing of a sale of substantially all assets
  • The effective date of a Chapter 11 plan or consummation of a recapitalization
  • Dismissal of the cases, conversion to Chapter 7, or appointment of a trustee/examiner
  • Incurrence of alternative DIP financing without full repayment of the DIP obligations
  • Acceleration following an event of default
  • The occurrence of an Event of Default that is not waived

Carve Out

• Statutory fees payable to the Clerk of the Court and the U.S. Trustee.
• Chapter 7 Trustee Fee: $50,000.
• Professional Fees:
  • Pre-Trigger Notice: All accrued and unpaid fees incurred prior to the delivery of a Carve-Out Trigger Notice, subject to the approved budget.
  • Post-Trigger Notice Cap: $250,000 for estate professionals incurred after the second business day following a Carve-Out Trigger Notice.
• Professional Fee Reserve: The debtors must fund a reserve with cash proceeds from the DIP facility equal to the budgeted weekly fees for the first two weeks, and weekly thereafter, to be held in trust for estate professionals.

Use of Proceeds

• Pay transaction costs, fees, and expenses connected to the DIP facility
• Fund working capital and general corporate purposes
• Pay ordinary course costs and expenses of administering the Chapter 11 cases

Credit Bid

• The DIP Lender has the right to credit bid up to the full amount of the DIP obligations on a dollar-for-dollar basis in connection with any sale or plan.
• The DIP Lender may assign its credit bid rights to an acquisition vehicle or affiliate.

Avoidance Actions

• DIP Collateral excludes Avoidance Actions and D&O Claims, but includes the proceeds of any Avoidance Actions.

Challenge Period and Budget

• Variance Reporting: The debtors must submit a report calculating variances to the approved budget by 3:00 p.m. CT on the Wednesday of each week.
• Budget Updates: A new proposed budget must be submitted every four weeks.
  • The proposed budget is deemed approved three business days after delivery unless the DIP Lender objects in writing.

Securities and Priorities

• The DIP obligations constitute superpriority administrative expense claims against the debtors.
• The DIP Lender is granted valid, perfected, and enforceable liens on all prepetition and postpetition assets (the "DIP Collateral"), subject to the Carve Out, with the following priorities:
  • Priming Liens: Senior priming liens on all prepetition collateral and property of the estates.
  • Subordination to Citizens Bank: DIP liens are subordinate to any valid, perfected, and unavoidable liens held by Citizens Bank, N.A. as of the petition date.
• Collateral Exclusions: The DIP Collateral excludes the leasehold interest in the "Hooper Lease" (100 Hooper Street, San Francisco) to the extent the lease restricts such liens, but includes any proceeds, security deposits, or revisionary interests related to the lease.

Adequate Protection

• To the extent any prepetition secured lender exists, they are granted adequate protection against diminution in value resulting from the use of collateral, the automatic stay, or the priming DIP liens.

Waivers

• Section 506(c): The debtors waive the right to surcharge DIP collateral for costs of preservation or disposition.
• Section 552(b): The "equities of the case" exception shall not apply.
• Marshaling: The DIP Lender is not subject to the doctrine of marshaling; however, the lender must use commercially reasonable efforts to first obtain recoveries from DIP collateral other than Avoidance Proceeds and the "Duty Drawback."
• Release: The debtors release the DIP Lender from claims and defenses relating to the negotiation and entry of the DIP documents, effective upon entry of the final order.

Permitted Variance

• Actual cash disbursements for "Total Operating Disbursements" shall not exceed the approved budget by more than 15%.
• Testing occurs on a cumulative basis over a four-week "Test Period," which resets with each new approved budget.