PrimaLend Capital Partners - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• PrimaLend Capital Partners, LP (“PCP”), as Borrower
• LNCMJ Management, LLC (“LNCMJ”), as Guarantor
• Good Floor Loans LLC (“GFL”), as a Debtor (collectively with PCP and LNCMJ, the “Debtors”)

Agent / Lender(s)

• CIBC Bank USA, as Administrative Agent and Lender
• A syndicate of financial institutions including SouthState Bank, N.A., Hancock Whitney Bank, Prosperity Bank, Woodforest National Bank, First Horizon Bank, BOKF, NA (d/b/a Bank of Texas), Sunflower Bank, N.A., Cadence Bank, The Huntington National Bank, and Georgia Banking Company, as Lenders

DIP Commitments

• $28 million senior secured super-priority credit facility comprised of:
  • $7 million new money multi-draw revolving facility (the “New Money Multi-Advance Loan”)
  • $21 million roll-up facility (the “Roll-Up Loan”)
• The roll-up occurs contemporaneously with each new money draw at a ratio of 3.0x the new money advanced.
• Each advance results in a corresponding reduction of the total commitment.

Cash Collateral

• PCP is authorized to use PCP Cash Collateral, defined as all cash, deposit accounts, and proceeds of PCP DIP Collateral.
• GFL is authorized to use GFL Cash Collateral, defined as cash in deposit accounts at ANB and proceeds of Prepetition GFL Collateral.

Interest Rate

• New Money Multi-Advance Loan: 30-Day Average SOFR + 7.50% (subject to a 3.25% floor)
• Roll-Up Loan: The non-default interest rate applicable under the Prepetition Loan Documents
• Default Rate: Base rate plus an additional 2.0%

Fees

• Commitment Fee: 2.5% of the New Money Multi-Advance Loan, payable on the Closing Date (subject to credits for prior fees paid).
• Administrative Agency Fee: $50,000 per month.
• Unused Line Fee: 0.50% on the New Money Multi-Advance Loan, payable monthly in arrears.
• Exit Fee: 1.0% of the New Money Multi-Advance Loan advanced, payable on the DIP Payment Date.

Maturity

• The earliest to occur of:
  • February 27, 2026 (unless extended with Lender consent)
  • The effective date of a plan of reorganization
  • The sale of assets sufficient to pay off the DIP facility in full
  • Conversion to Chapter 7 or dismissal of the cases
  • Acceleration following an event of default
• The facility is subject to specific case milestones, including:
  • December 8, 2025: Filing of a plan, disclosure statement, and bidding procedures motion
  • January 7, 2026: Hearing on the disclosure statement and bidding procedures
  • January 23, 2026: Auction (if necessary)
  • February 16, 2026: Hearing on confirmation and sale approval

Carve Out

• Statutory fees and expenses payable to the Clerk of the Court and the U.S. Trustee.
• Chapter 7 Trustee fees up to $50,000.
• Allowed professional fees incurred prior to the delivery of a Carve-Out Trigger Notice.
• Post-Carve-Out Trigger Notice Cap:
  • Debtors’ professionals: $250,000
  • Committee professionals: $125,000

Use of Proceeds

• Fund postpetition working capital needs and operating expenses
• Pay administrative costs and expenses of the Chapter 11 Cases
• Fund dealer draws under the Approved Budget
• Pay DIP adequate protection payments

Credit Bid

• The DIP Lenders may credit bid all or any portion of the DIP obligations in connection with a sale of the Borrower's assets.
• The Prepetition First Lien PCP Lenders retain the right to credit bid any outstanding prepetition obligations not incorporated into the Roll-Up Loan.

Avoidance Actions

• DIP Collateral excludes Liquidating Trust Assets, which include Avoidance Actions and their proceeds.

Challenge Period and Budget

• The deadline to file a challenge to the stipulations is the earlier of:
  • 45 days after entry of the First Interim Order for general parties in interest
  • 45 days after the appointment of the Creditors’ Committee
  • A later date agreed to in writing by the Prepetition First Lien PCP Lenders or ordered by the Court
• The Debtors must comply with the Approved Budget, subject to the Allowed Variance.

Securities and Priorities

• Superpriority administrative expense claims against PCP and LNCMJ, senior to all other administrative and unsecured claims, subject to the Carve-Out.
• First-priority senior priming liens on all assets subject to Prepetition PCP Liens.
• First-priority liens on all DIP Collateral not otherwise subject to valid, enforceable, and non-avoidable liens.

Adequate Protection

Prepetition First Lien PCP Lenders

• Replacement liens on the PCP DIP Collateral, subordinated to the Carve-Out and DIP Liens.
• Superpriority administrative expense claims (payable after DIP obligations), subject to the Carve-Out and DIP Liens.
• Monthly cash payments of interest on the New Money and Roll-Up Loans.

Prepetition GFL Secured Parties (ANB)

• Replacement liens on Postpetition GFL Collateral to the extent of any diminution in value of the Prepetition GFL Collateral.

Waivers

• Subject to entry of the Final Order:
  • Waiver of the right to surcharge collateral under Section 506(c) of the Bankruptcy Code.
  • Waiver of the equitable doctrine of marshaling.

Permitted Variance

• 10% variance allowed against the Approved Budget for operating and restructuring disbursements (excluding DIP Lenders’ professional fees).
• Unused variance may be carried forward.