Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 1 of 124

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
www.flmb.uscourts.gov

IN RE: Chapter 11 Cases

RED LOBSTER MANAGEMENT LLC,1 Case No. 6:24-bk-

RED LOBSTER RESTAURANTS LLC, Case No. 6:24-bk-
RLSV, INC., Case No. 6:24-bk-
RED LOBSTER CANADA, INC. Case No. 6:24-bk-
RED LOBSTER HOSPITALITY LLC Case No. 6:24-bk-
RE KANSAS LLC Case No. 6:24-bk-
RED LOBSTER SOURCING LLC Case No. 6:24-bk-
RED LOBSTER SUPPLY LLC Case No. 6:24-bk-
RE COLUMBIA LLC Case No. 6:24-bk-
RE OF FREDERICK, INC. Case No. 6:24-bk-
RED LOBSTER OF TEXAS, INC. Case No. 6:24-bk-
RE MARYLAND, INC. Case No. 6:24-bk-
RED LOBSTER OF BEL AIR, INC. Case No. 6:24-bk-
RE SALISBURY, LLC, Case No. 6:24-bk-
RED LOBSTER INTERNATIONAL HOLDINGS LLC, Case No. 6:24-bk-

Debtors. (Joint Administration Pending)

/

DECLARATION OF JONATHAN TIBUS IN SUPPORT OF

DEBTORS’ CHAPTER 11 PETITIONS AND FIRST DAY RELIEF

Pursuant to 28 U.S.C. § 1746, I, Jonathan Tibus, hereby declare that the following is true

and correct to the best of my knowledge, information, and belief:

1. lam the Chief Executive Officer (“CEO”) of Red Lobster Management LLC (“Red

Lobster Management”) and all of its direct and indirect wholly-owned subsidiaries as debtors and

debtors-in-possession in the above-captioned chapter 11 cases (collectively, the “Debtors” and,

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number are Red Lobster Management LLC (6889); Red Lobster Sourcing LLC (3075); Red Lobster Supply LLC
(9187); RL Kansas LLC (2396); Red Lobster Hospitality LLC (5297); Red Lobster Restaurants LLC (4308); RL
Columbia LLC (7825); RL of Frederick, Inc. (9184); RL Salisbury, LLC (7836); RL Maryland, Inc. (7185); Red
Lobster of Texas, Inc. (1424); Red Lobster of Bel Air, Inc. (2240); RLSV, Inc. (6180); Red Lobster Canada, Inc.
(4569); and Red Lobster International Holdings LLC (4661). The Debtors’ principal offices are located at 450 S.
Orange Avenue, Suite 800, Orlando, FL 32801.
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together with certain non-Debtor affiliates, “Red Lobster” or the “Company”). I was appointed

CEO of Red Lobster in March of 2024. Prior to that, I served from January 2024 to March 2024

as chief restructuring officer (“CRO”), as described in greater detail below.

2. I am also a Managing Director at Alvarez & Marsal North America, LLC (together

with employees of its affiliates—all of which are wholly-owned by its parent company and

employees—its wholly-owned subsidiaries, and independent contractors, “A&M”).

3. I have been a full-time restructuring advisor for 27 years. I received a bachelor’s

degree from Florida State University and an MBA from The University of Florida. I am also a

Certified Insolvency and Restructuring Advisor with a Certification in Distressed Business

Valuation and am a member of the American Bankruptcy Institute, the Association of Insolvency

and Restructuring Advisors, and the Turnaround Management Association.

4. I have been employed by A&M for 22 years. A&M is a preeminent consulting firm

with extensive experience and an excellent reputation for providing high quality, specialized

management and restructuring advisory services to debtors and distressed companies. A&M’s core

services include turnaround advisory services, interim and crisis management, revenue

enhancement, claims management, and creditor and risk management advisory services. A&M

provides a wide range of debtor advisory services targeted at stabilizing and improving a

company’s financial position, including, developing or validating forecasts, business plans and

related assessments of strategic position; monitoring and managing cash, cash flow, and supplier

relationships; assessing and recommending cost reduction strategies; and designing and

negotiating financial restructuring packages. Additionally, A&M provides advice on specific

aspects of the turnaround process and helps manage complex constituency relations and

communications. A&M is known for its ability to work alongside company management and key

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constituents during chapter 11 restructurings. Some notable, publicly disclosed restructuring

assignments that I have personally advised on include Ignite Restaurant Group, Inc. (including its

Joe’s Crab Shack and Brickhouse Tavern restaurant brands), California Pizza Kitchen, Kona Grill,

Real Mex Restaurants, Inc., Last Call Operating Co., Krystal Company, Quiznos, Max & Erma’s,

and Garden Fresh (d/b/a/ Souplantation and Sweet Tomatoes).

5. I submit this declaration (this “Declaration”) to assist the Court and parties in

interest in understanding the events and circumstances that led to the commencement of these

chapter 11 cases and in support of the motions and applications that the Debtors have filed with

the Court, including the “first day” pleadings filed concurrently herewith (the “First Day

Pleadings”). I am authorized to submit this Declaration on behalf of the Debtors. Except as

otherwise indicated herein, the facts set forth in this Declaration are based upon my personal

knowledge, my review of relevant documents, information provided to me by the Debtors’

employees, advisors, or attorneys, or based upon my experience, knowledge, and information

concerning the Company’s operations and the restaurant industry. If called upon to testify, I would

testify competently to the facts set forth in this Declaration.

6. On May 19, 2024 (the “Petition Date”), each of the Debtors commenced a voluntary

bankruptcy case in this Court (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of

the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”). Pursuant

to sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors continue to operate their

businesses and manage their affairs as debtors-in-possession. As described in further detail below,

immediately prior to commencing these Chapter 11 Cases, the Debtors entered into a stalking-

horse asset purchase agreement, which provides for the sale of substantially all of their assets as a

going concern.

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7. To minimize any adverse effects on their estates as a result of the commencement

of these Chapter 11 Cases, the Debtors have filed First Day Pleadings, applications and other

pleadings seeking various types of customary “first day” relief. Specifically, the Debtors are

requesting, among other things, that the Court: (a) approve the Debtors’ entry into a debtor-in-

possession financing facility and use of cash collateral, which will provide the liquidity necessary

for the Debtors to continue to operate their business during the Chapter 11 Cases; (b) authorize the

Debtors to pay in full and in the ordinary course of business certain prepetition claims, including

employee wage, benefit, and expense reimbursement claims and the claims of certain vendors that

provide goods and services to the Debtors; (c) authorize the Debtors to continue using their existing

cash management system, including their existing bank accounts; and (d) authorize the

implementation of certain administrative procedures to minimize any disruption to the Debtors’

business as a result of the commencement of the Chapter 11 Cases. The First Day Pleadings are

more fully described in Part V of this Declaration below. The relief sought in the First Day

Pleadings is crucial to preserve and maximize value for all stakeholders and will p o sition the

Debtors for success as they transition into chapter 11.

8. I have reviewed the Debtors’ chapter 11 petitions and the First Day Pleadings, or

otherwise had the contents thereof explained to me, and to the best of my knowledge, and after

reasonable inquiry, believe that the relief sought in each First Day Pleading: (i) is necessary to

enable the Debtors to efficiently enter into, and to operate in, chapter 11 with minimal disruption

or loss of productivity or value; (ii) constitutes a critical element to the Debtors’ efforts to preserve

value and maximize creditor and stakeholder recoveries; and (iii) best serves the Debtors’ estates

and all parties in interest. Further, it is my belief that the relief sought in the First Day Pleadings

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is narrowly tailored and necessary to achieve the goals of these Chapter 11 Cases. The facts set

forth in each of the First Day Pleadings are incorporated herein by reference.

9. This Declaration is organized into the following sections: Part I provides an

overview of Red Lobster’s rich history and dominant market presence; Part II describes the

Company’s corporate organization and capital structure; Part III summarizes the financial and

operational challenges leading to the commencement of the Debtors’ Chapter 11 Cases; Part IV

describes the Prepetition Turnaround Efforts and the Chapter 11 Cases; and Part V provides a

summary of the First Day Pleadings, the factual bases for the relief requested therein, and other

information related to these Chapter 11 Cases.

Part I
Red Lobster Past and Present

10. Red Lobster is a $2 billion revenue international, iconic seafood restaurant chain

with a rich history that spans over seven decades. Red Lobster is known the world over for

providing guests with an exceptional dining experience featuring quality seafood, friendly service,

and a vibrant and inviting seaside-inspired atmosphere.

11. Founded in 1968 and headquartered in Orlando, the Company has steadily grown

over time from its modest roots as a single, family-owned restaurant in Lakeland, Florida into one

of the world’s largest and most well-known seafood restaurants, with approximately 551 U.S.

restaurant locations currently in operation across forty-four states as well as 27 restaurant locations

in Canada. Red Lobster also has 27 franchised locations outside the United States that operate

under the Red Lobster™ brand, including locations in Mexico, Ecuador, Japan, and Thailand.

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(franchised)

Today, Red Lobster is the largest casual dining seafood chain in the United States,

serving over 64 million customers per year and accounting for more than half of all casual

dining seafood chain locations. Red Lobster wields significant upstream influence on the global

seafood industry. For example, each year Red Lobster purchases 20% of all North American

lobster tails and 16% of all rock lobsters sold worldwide.

13. Originally marketed as “A Harbor for Seafood Lovers,” the Company has gone

from a privately-owned enterprise, to part of a publicly-traded organization, and then back to

private again. In 1970, two years after Bill Darden opened the first “Red Lobster Inns of America,”

Red Lobster caught the attention of General Mills, which acquired the Company and fueled Red

Lobster’s rapid growth from coast to coast. With its initial success, Red Lobster expanded rapidly,

opening additional locations throughout Florida. In 1970, the chain ventured beyond the state’s

borders, opening its first out-of-state restaurant in Georgia. By the end of the decade, Red Lobster

had expanded to over 100 locations across the United States. During the 1980s, Red Lobster’s

popularity continued to grow, fueled by its commitment to providing customers with affordable

and delicious seafood. The chain introduced popular menu items such as its famous Cheddar Bay

Biscuits, creating a loyal fan base.

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14. Having successfully expanded across the United States in just two decades, Red

Lobster took its menu north to Ontario, Canada in 1983. In 1995, General Mills spun off its

restaurant division as Darden Restaurants, Inc. (“Darden”), a publicly traded company, which

included other well-known restaurant brands. Darden’s expertise and resources empowered Red

Lobster to further expand its reach and market share. In May 2014, Darden sold Red Lobster in a

leveraged buyout transaction to Golden Gate Capital.

15. In 2016, Thai Union Group Public Company Limited (and, together with its

subsidiaries, excluding the Debtors, “Thai Union”) made a $575 million strategic investment in

Red Lobster through its acquisition of a 49% stake in the Company. In 2020, Thai Union, former

members of the Red Lobster management team, and certain investors operating under the name

Seafood Alliance, acquired Golden Gate’s remaining equity stake in Red Lobster.

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16. Over the years, Red Lobster continued to innovate and adapt to changing consumer

preferences. It introduced new menu options, including lighter seafood dishes, to cater to health­

conscious customers. Additionally, the Company launched popular promotions that became highly

anticipated annual events, such as Crabfest™ and Lobsterfest™.

17. Today, Red Lobster operates hundreds of locations across the United States and in

several international markets. It remains a beloved seafood destination, known for its commitment

to quality, value, and a diverse menu that caters to a wide range of tastes and preferences. Red

Lobster has not only maintained its focus on guest experience; it has also put at the forefront key

initiatives to show support for its employees, including the establishment of an Employee

Emergency Assistance Fund, known today as Red Lobster Cares, in which the Company and its

employees help fellow employees facing financial hardship. These efforts have been recognized

in recent years, including on the Forbes list of America’s Best Large Employers.

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Seafood With Standards

Sourcing our seafood responsibly takes a lot of hard work - but it's the only way to
do what’s best for our guests and the oceans.

18. Red Lobster leads the seafood and casual dining industries in its commitment to

environmental stewardship and marine conservation. In 2018, Red Lobster unveiled its “Seafood

with Standards” initiative, and it partners with other organizations to help drive continuous

improvement in the seafood industry supply chain. As stewards of the oceans and environment,

Red Lobster partners with Ocean Conservancy®, a leading ocean conservation nonprofit, and has

focused in recent years on two key initiatives: (i) The Global Ghost Gear Initiative, which focuses

on driving solutions to the problem of lost and abandoned fishing gear, and (ii) the Trash Free Seas

Alliance®, which is dedicated to innovative and pragmatic solutions to rid the ocean of plastic

pollution and other forms of marine debris. Throughout its history, Red Lobster has stayed true to

its mission of providing guests with a memorable seafood dining experience, which has continued

to make it a staple in the restaurant industry for seafood enthusiasts worldwide.

19. As of the Petition Date, Red Lobster’s workforce is comprised of approximately

36,000 employees. The Debtors have approximately 34,000 employees in the United States and

approximately 2,000 employees in Canada, with the vast majority of the employees serving in

part-time roles. The Debtors’ operations in Canada include 155 unionized employees that are

employed pursuant to two separate Collective Bargaining Agreements—a collective bargaining

agreement with United Food and Commercial Workers Canada (Local 1006A) and a collective

bargaining agreement with United Food and Commercial Workers Canada Union (Local 401).

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20. Red Lobster’s business is labor intensive, and its workforce includes personnel who

are intimately familiar with the Company’s operations, processes, and systems. The Company’s

employees perform a wide variety of functions that are critical to the Debtors’ operations and

cannot be easily replaced due to their unique skill and experience with core business segments.

The shrinking labor market of willing individuals and the costs associated with hiring replacements

on an expedited basis further underscore the importance of the Company’s current workforce.

21. In addition to the restaurants operated by the Debtors, Red Lobster has entered into

franchise agreements whereby third-party franchisees operate 28 additional restaurants in four

countries around the world. With certain exceptions, the franchisees of these restaurants generally

remit 5.5% of sales as royalties to the Debtors. In fiscal year 2023, franchised units generated

approximately $1 million in royalties.

22. Several years ago, Red Lobster created the infrastructure for a streamlined to-go

order business, which has culminated in the “Red Lobster To Go” website and in-store dedication

to curbside convenience. Fueled by the pandemic and the rise of third-party food delivery services,

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Red Lobster’s off-premises business segment accounts for hundreds of millions of dollars in

annual revenue.

23. In recent years, Red Lobster has also built up a steady consumer products line,

which it is in the process of further expanding. The Company maintains relationships with

licensees to sell Red Lobster™ Cheddar Bay Biscuits as well as select seafood products, which

generates millions of dollars annually for the Company.

Part II
Corporate Organization and Capital Structure

A. Corporate Structure

24. An organizational chart illustrating the corporate structure of the Debtors and their

relationship to the Debtors’ equity holders is annexed hereto as Exhibit A. None of the Debtors’

equity securities are publicly traded. All of the Debtors are direct or indirect subsidiaries of Red

Lobster Management’s ultimate non-debtor parent, Red Lobster Master Holdings, L.P. (“Holdings

LP”). Non-debtors Thai Union, RL Management Investors LLC, RL Management Holdings LLC,

and Seafood Alliance Limited are, directly or indirectly, the ultimate owners of Holdings LP. Thai

Union and Seafood Alliance indirectly hold a majority of the Debtors’ equity interests. Thai Union

indirectly holds approximately 47% of common equity interests and 100% of the preferred equity

units, and Seafood Alliance indirectly holds approximately 38% of the common equity interests.

The remaining common equity interests are indirectly held by former Red Lobster management in

two entities, RL Management Investors LLC and, indirectly, RL Management Holdings LLC.

25. As of the Petition Date, the boards of managers and boards of directors, as

applicable, of each Debtor are comprised of one independent director: Lawrence Hirsh. The

independent director is not affiliated with or employed by any of the Company’s shareholders,

lenders, or other major stakeholders.

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26. As of the Petition Date, the Debtors’ executive leadership team is comprised of the

following individuals:

___________ Name Position

Jonathan Tibus Chief Executive Officer
Nicholas Haughey Chief Restructuring Officer
Stephanie Medley Chief Financial Officer
Sara Bittorf Chief Experience Officer
Matt Livesay Chief Supply Chain Officer
Susan Pavel Chief People Officer
Shawn Harrs Chief Information Officer

B. Capital Structure

27. As of the Petition Date, the Debtors are party to two prepetition credit agreements

with outstanding prepetition funded debt obligations in the amount of approximately $294 million

in the aggregate:

Approximate
Principal
Facility Outstanding
Prepetition Tenn Loan $264,720,000
Outstanding Letters of Credit (ABL Facility) $29,276,399
Total $293,996,399

i. Prepetition Term Loan Credit Facility

28. On January 22, 2021, Debtor Red Lobster Management LLC (“Management”),

Fortress Credit Corp., as administrative agent (the “Prepetition Term Loan Agent”), certain other

lenders thereto (the “Prepetition Term Loan Lenders”), each of the other co-Debtors (other than

Red Lobster International Holdings LLC (“International”)), and non-Debtor Red Lobster

Intermediate Holdings LLC (“Holdings”),2 entered into that certain Financing Agreement (as

amended or otherwise modified from time to time, the “Prepetition Term Loan Credit

2 Holdings is the direct parent of Management. Holdings does not own any assets other than the membership interests
of Management.

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Agreement”). Pursuant to the Prepetition Term Loan Credit Agreement, the Prepetition Term Loan

Lenders extended loans to the Debtors to refinance existing indebtedness and for general working

capital purposes. As of the Petition Date, the Prepetition Term Loan Lenders are owed

approximately $264,720,000. The outstanding obligations under the Prepetition Term Loan Credit

Agreement are secured by substantially all of the Debtors’ assets.

ii. ABL Credit Facility

29. The Debtors also have an asset-based loan facility (the “ABL Facility”) in place

with an aggregate commitment of $100 million, including a $40 million sublimit for letters of

credit. The administrative agent under the ABL Facility is Wells Fargo Bank, National Association

(“Wells Fargo”). As of the Petition Date, no loans are outstanding under the ABL Facility.

However, Wells Fargo has issued letters of credit with an aggregate face amount of $29,276,399,

which remain outstanding. In addition, there are approximately $1,100,000 of outstanding

obligations in connection with a commercial card agreement (or “p-card” agreement) between

Wells Fargo and the Debtors. The outstanding obligations under the ABL Facility are secured by

substantially all of the Debtors assets, including certain cash collateral accounts held by Wells

Fargo.

30. Pursuant to an intercreditor agreement between Wells Fargo and the Prepetition

Term Loan Agent, Wells Fargo has a senior lien on certain current assets (e.g., cash, cash accounts,

inventory and credit card receivables) and the Prepetition Term Loan Agent has a senior lien on

all other assets of the Debtors.

Part III
Financial and Operational Challenges Leading to the Chapter 11 Cases

31. Recently, the Debtors have faced a number of financial and operational challenges,

including a difficult macroeconomic environment, a bloated and underperforming restaurant

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footprint, failed or ill-advised strategic initiatives, and increased competition within the restaurant

industry.

32. I was initially retained on January 11, 2024, as part of a team from A&M in which

I served as CRO and A&M served as financial advisor to the Company. We were initially tasked

with performing a wholesale assessment of the Company and providing an operational

improvement plan that the Company’s senior leadership would implement with A&M’s assistance

and with the support of the Prepetition Lenders. The key observations from our financial and

operational assessment are summarized below.

A. Flagging Performance

33. It was immediately clear that Red Lobster’s performance was deteriorati ng and had

been doing so for several years. For example, Red Lobster’s annual guest count has declined by

approximately 30% since 2019 and has only marginally improved from pandemic levels seen

during 2020 and 2021. Although Red Lobster’s net sales increased by approximately 25% from

2021 to 2023 (which itself represents modest recoveries following the COVID-19 pangemic), net

sales have begun to show material decline during the last twelve months. Similarly, the Company’s

consolidated adjusted EBITDA over the last twelve months fell by more than 60%, which all but

erased any ground Red Lobster recovered following the pandemic. The latest symptom of this

decline is Red Lobster’s $76 million net loss during fiscal year 2023.

34. This has resulted in a significant decrease in the Debtors’ cash position. In May

2023, the Debtors held approximately $100 million in cash. However, from June 2023 to

September 2023, the Company experienced operating cash losses of approximately $31 million.

Over this same period, the Company transitioned to a vendor-managed inventory program, which

resulted in a corresponding decline in its borrowing base under the ABL Facility. As a result, Red

Lobster was forced to pay down $27 million in debt owed under the ABL Facility. Finally, across

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fiscal year 2023, Red Lobster was required to make $32 million of interest payments. Over the

course of approximately six months, the Debtors’ cash position declined from $100 million to less

than $30 million.

35. Due the Company’s rapid loss of liquidity over this period, the Company was

forced to quickly institute holds on vendor payments to maintain cash. When the Company began

to hold vendor payments in 2023, it expected that the issue would resolve by December 2023,

when the Company typically generates a significant amount of cash. However, by the end of 2023

it became clear that the Company’s liquidity crisis would not be cured by the seasonal bump in

revenue.

B. Operational Challenges

i. Inflationary Pressure

36. Red Lobster has been weighed down in recent years by macroeconomic factors that

have negatively impacted the Company. Casual dining restaurants are acutely impacted by

consumer sensitivities to eating out versus staying in. And because of inflationary pressures,

restaurant menu prices across the industry have risen significantly faster than grocery and other

consumer prices. Typically, when labor inflation runs ahead of commodity inflation, restaurant

prices tend to outpace grocery pricing. As a result, consumers are less inclined to eat out.

37. In addition to inflationary costs imposed on the labor force, 50% of states have

increased minimum hourly wages in 2024. Restaurant average hourly wages have outpaced the

restaurant industry’s ability to increase prices, putting pressure on margins.

ii. Unfavorable Leases & Underperforming Locations

38. A material portion of the Company’s leases are priced above market rates. The

Company currently leases 687 locations (247 in Master Leases and 440 individual property leases).

In 2023, the Company spent approximately $190.5 million in lease obligations, over $64,000,000

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of which relate to underperforming stores. Given the Company’s operational headwinds and

financial position, payment of lease obligations associated with non-performing leases has caused

significant strains on the Company’s liquidity.

iii. Marketing and Operational Missteps

39. Certain operational decisions by former management have harmed the Debtors’

financial situation in recent years. Historically, the Debtors’ Ultimate Endless Shrimp (“UES”)

promotion was utilized as a limited-time promotion. In May 2023, however, Paul Kenny, the

Debtors’ former CEO,3 made the decision to add UES as a permanent $20 item to the menu despite

significant pushback from other members of the Company’s management team. This decision

created both operational and financial issues for the Debtors, costing the Debtors $11 million and

saddling the Company with burdensome supply obligations, particularly with its equity sponsor,

Thai Union. The Debtors are currently investigating the circumstances around these decisions.

40. The Debtors are also investigating whether Thai Union and Mr. Kenny encouraged

excessive merchandising of the UES promotion in-store (including heavy in-store promotion),

which was atypical for the Company. The excessive merchandising decision led to supply issues

resulting in major shortages of shrimp with restaurants often going days or weeks without certain

types of shrimp. Moreover, the Debtors are investigating whether Mr. Kenny’s decision-making

process circumvented the Company’s normal supply chain and demand planning processes.

41. Furthermore, I understand Red Lobster’s supply process was strained by virtue of

its relationship with Thai Union, which, in addition to being the Company’s equity sponsor and

100% owner of Red Lobster Master Holdings GP, has historically been a large-scale supplier to

3 At the direction of Thai Union, Mr. Kenny became acting interim CEO following the resignation of the previous
permanent CEO in April 2022.

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Red Lobster. I understand that Thai Union exercised an outsized influence on the Company’s

shrimp purchasing, as indicated by, for example, Mr. Kenny’s April 2023 purported direction to

Thai Union to continue producing shrimp for Red Lobster that did not flow through the traditional

supply process or bid cycle or adhere to the Company’s demand projections. I also understand that

in apparent coordination with Thai Union and under the guise of a “quality review,” Mr. Kenny

made a series of decisions that eliminated two of the Company’s breaded shrimp suppliers, leaving

Thai Union with an exclusive deal that led to higher costs to Red Lobster.

42. The Debtors are exploring the impact of the control Thai Union exerted, in concert

with Mr. Kenny and other Thai Union-affiliated entities and individuals, and whether actions taken

in light of these parties’ varying interests were appropriate and consistent with applicable duties

and obligations to Red Lobster.

Part IV
Prepetition Turnaround Efforts and The Chapter 11 Cases

A. Attempt to Restructure Out of Court

43. In December 2023, after the occurrence of events of default, the Prepetition Term

Loan Agent exercised equity proxy rights granted to it by Holdings in connection with the

Prepetition Term Loan Agreement and related loan documents. This gave the Prepetition Term

Loan Agent the contractual ability to replace the Debtors’ existing directors (or managers, in the

case of limited liability companies). At that time, the Prepetition Term Loan Agent removed all

existing managers and directors of the Debtors and replaced them with Lawrence Hirsh, an

independent director with more than thirty years of restructuring expertise.

44. Following the appointment of Mr. Hirsh, the Debtors and the Prepetition Term

Loan Lenders were engaged in discussions aimed at effectuating an out-of-court restructuring of

the Debtors’ capital structure. Thai Union and the Debtors (who, at that time, were advised by

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different professionals) engaged in negotiations with the Prepetition Term Loan Lenders to create

a new equity structure in which the Prepetition Term Loan Lenders would acquire approximately

80% of the restructured company, with Thai Union retaining a minority equity interest. These

negotiations were ultimately unsuccessful.

45. Around the same time, the Debtors’ chief executive officer, Horace Dawson,

decided to retire after more than 30 years of service to the restaurant industry, 20 of which were

spent in various roles within Red Lobster. The Board then asked me to assume the role of CEO to

implement the operational turnaround strategy described above, and my colleague Nicholas

Haughey became CRO.

46. To date, the Company has been unable to obtain additional capital from Thai Union.

In February 2024, the Prepetition Term Loan Lenders made incremental loans of $20 million to

the Company for working capital purposes, but without financial support from Thai Union, the

Prepetition Term Loan Lenders were not willing to make any further loans to the Company on an

out-of-court basis. With no meaningful ability to raise fresh capital, it became evident that the

Company needed to consider a chapter 11 process. As a result, the Debtors determined that a

comprehensive operational restructuring and value maximizing sale inside of a chapter 11 process

would likely be the best possible alternative under the circumstances.

B. Operational Initiatives

47. With the help of my A&M team, in February 2024 I developed a three-prong

strategic priority plan designed to improve the Company’s operations. In the months leading up to

the Petition Date, the Company’s management team has been working hard to put this strategic

plan into action.

48. First and foremost, ensuring that Red Lobster is a great place to work remains a

central focus of the Company’s management. As part of this goal, the Company continues to work

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to develop one standard for store operations across its active stores. It is critical that the employee

and customer experience is consistently excellent across all locations. The Debtors are seeking to

implement, among other things, a comprehensive upgrade to their current information technology

systems and targeted investments in their facilities. To help with employee culture and retention,

the Debtors are redoubling their efforts to cultivate and sustain a culture of reward and recognition.

This will include modernizing hiring processes and developing individualized plans for Red

Lobster’s directors and senior directors of operations.

49. Second, the Company is working to ensure that Red Lobster remains a great place

to eat by providing consistent experiences and excellent customer service. The Company has

begun to execute internal strategies to make its brand even more compelling by leveraging its

partners to extend the Company’s voice, presence, and impact within the market. As part of that

process, the Company intends to simplify Red Lobster’s menu by implementing a core menu that

balances efficiency and appeal. Moreover, the Company will implement a sensible promotional

calendar with fewer “limited time offers.”

50. Third, the Debtors have already begun to reduce their cost structure without

compromising quality by rationalizing the Debtors’ restaurant footprint. On May 13, 2024, the

Debtors made the difficult decision to close and vacate 93 stores. Where possible, Red Lobster

attempted to relocate employees of closed stores to a nearby location, and reorganized mid-level

management accordingly. These 93 stores were deemed to be non-performing because of rent costs

and/or financial performance, such that operating those stores was deemed to be financially

burdensome to the rest of the Company. The Company is also working to identify and eliminate

nonproductive spending across all departments.

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C. Marketing Process, DIP Financing, and Stalking Horse Asset Purchase Agreement

51. In March, when it became clear that an out-of-court solution to recapitali ze the

Company was not feasible, the Company retained an investment banker, Hilco Corporate Finance

(“Hilco”), to formally initiate a marketing and sale process. Hilco then commenced an extensive

marketing effort and solicited indications of interest from strategic and financial buyers with the

financial and operational wherewithal to complete a transaction with the Debtors.

52. At that same time, as the Debtors continued to review strategic alternatives, it

became apparent that the commencement of these Chapter 11 Cases would likely be necessary.

The Debtors, with the assistance of their advisors, first set out to develop a robust chapter 11

strategy and corresponding budget. As a result of those efforts, the Debtors determined that they

needed $100 million to fund these Chapter 11 Cases to ensure that the Debtors can sustain their

operations. As a result, the Debtors focused on obtaining debtor-in-possession (“DIP”) financing.

53. To secure the necessary financing, the Debtors: (i) sought to enter into a

restructuring support agreement (the “RSA”) with their Prepetition Term Loan Lenders; and

(ii) pursued financing from other potential third-party sources. Ultimately, the Debtors were

unable to obtain third-party financing. However, after significant negotiations, the Debtors

executed the RSA with the Prepetition Term Loan Lenders on May 9, 2024. An accurate and

complete copy of the RSA is attached hereto as Exhibit B.

54. Importantly, the RSA set forth: (i) the terms upon which the Prepetition Term Loan

Lenders would provide the necessary DIP financing to the Debtors; (ii) the terms upon which the

Prepetition Term Loan Lenders would serve as a stalking horse bidder for the sale of substantially

all of the Debtors’ assets (the “Stalking Horse Bid”); and (iii) an agreed timeline for the

commencement and prosecution of these Chapter 11 Cases.

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55. Immediately prior to commencing these Chapter 11 Cases, the Debtors:

(a) finalized a DIP financing facility (the “DIP Facility”) governed by that certain Secured

Superpriority Debtor-in-Possession Financing Agreement (the “DIP Credit Agreement”); and (b)

entered into that certain Asset Purchase Agreement with RL Purchaser LLC (a newly formed entity

organized and controlled by the Prepetition Term Loan Lenders) (the “Stalking Horse APA”).

Because the terms of the RSA are now contained in the Stalking Horse APA and the DIP Credit

Agreement (both of which have been filed contemporaneously with this Declaration). The Debtors

are not seeking to assume the Restructuring Support Agreement in connection with the

commencement of the Chapter 11 Cases.

56. The Debtors have targeted the following dates in order to satisfy the terms of the

DIP Credit Agreement:

Mi estones

Entry of Interim DIP Financing Tuesday, May 21, 2024

Order (Petition Date + 2 Business Days)
Entry of Final DIP Financing Tuesday, June 18, 2024
Order (Petition Date + 30 Days)
Entry of Bidding Procedures Order Tuesday, June 18, 2024
(Petition Date + 30 Days)
Auction Held, if necessary Tuesday, July 23, 2024
(Petition Date + 65 Days)
Entry of Sale Order Monday, July 29, 2024
(Petition Date + 71 Days)4
Sale Consummation Friday, August 2, 2024
(Petition Date + 75 Days)5

4 The Prepetition Term Loan Lenders have agreed under the RSA to a one day extension of this milestone.
5 Provided, however, that if the Sale Order is entered within 75 days after the Petition Date, such deadline shall be
extended to 90 days after the Petition Date solely for the purpose of obtaining the regulatory approvals necessary to
consummate the Restructuring.

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57. The Debtors believe this timeline minimizes the potential adverse impact a chapter

11 case may have on the Debtors’ operations, vendors, and employees, while at the same time

provides adequate opportunity to market the Company and secure executable bids for the Debtors’

business for the highest or best value. The proposed timeline outlined above appropriately balances

the Debtors’ need to effectuate their sale strategy quickly with their need to adequately market test

the value of their businesses and account for the benefits that will be received through the business

transformation initiatives, including by rejecting or renegotiating burdensome leases.

58. The amount of work done prior to the Petition Date by the Debtors and their

professionals in connection with the marketing process supports the ability to complete the

overarching sale process on the timeframe proposed. The Debtors believe that proceeding with the

marketing process is preferable to any of their other alternatives and will inure to the benefit of all

constituents, including their employees, vendors, and customers.

Part V
Summary of First Day Pleadings

59. Contemporaneously herewith, the Debtors have filed with the Court certain First

Day Pleadings seeking orders granting various forms of relief intended to stabilize the Debtors’

business operations, facilitate the efficient administration of these Chapter 11 Cases, and expedite

the marketing process.6

60. Several of the First Day Pleadings request authority to pay certain prepetition

claims against the Debtors. I understand that Rule 6003 of the Federal Rules of Bankruptcy

Procedure provides, in relevant part, that the Court shall not consider motions to pay prepetition

claims during the first twenty-one (21) days following the filing of a chapter 11 case, except to the

6 All capitalized terms used but not defined in Part V shall have the meaning ascribed to them in the applicable First
Day Pleadings.

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extent relief is necessary to avoid immediate and irreparable harm. In light of this requirement, the

Debtors have narrowly tailored their requests for immediate authority to pay certain prepetition

claims to those instances where the failure to pay would cause immediate and irreparable harm to

the Debtors and their estates. Furthermore, in response to certain limited concerns raised by

counsel to the United States Trustee, the Debtors have further revised and tailored the relief sought

in the First Day Pleadings.

61. The First Day Pleadings include the following:

A. Debtors’ Ex Parte Motion for Authorization to File Consolidated Chapter 11 Case

Management Summary

62. I am advised that in accordance with Local Rule 2081-l(b), the debtor in possession

in a Chapter 11 case is directed to file with the Court and serve a completed local form Chapter 11

Case Management Summary providing certain information regarding the assets, liabilities and

financial affairs of Chapter 11 debtors.

63. Pursuant to the Debtors ’ Ex Parte Motion for Authorization to File Consolidated

Chapter 11 Case Management Summary filed contemporaneously herewith (the “Consolidated

Case Management Summary Motion”), the Debtors request that the Court authorize them to file a

consolidated Case Management Summary, reflecting the assets, liabilities and financial

information of each of the Debtors. I believe that the Debtors’ request for authority to file a

consolidated Case Management Summary is justified, as the filing of a separate Case Management

Summary for each of the fifteen Debtors would be, in significant part, burdensome. In brief, the

filing of a consolidated Case Management Summary is more efficient and will provide the Court

and parties-in-interest with adequate disclosures regarding the assets and liabilities of each Debtor.

B. Debtors ’ Ex Parte Motion for Joint Administration

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64. Pursuant to the Debtors’ Ex Parte Motion for Joint Administration filed

contemporaneously herewith (the “Joint Administration Motion”), the Debtors request entry of an

order directing joint administration of the Chapter 11 Cases for procedural purposes only.

65. It will be more efficient for the administration of these cases if joint administration

is authorized. Joint administration of the Debtors’ Chapter 11 Cases will save the Debtors and their

estates substantial time and expense by removing the need to prepare, replicate, file, and serve

duplicative notices, applications, and orders. Further, I believe that joint administration would

relieve the Court of entering duplicative orders and maintaining duplicative files and dockets.

Consequently, joint administration would reduce costs and facilitate the economical, efficient and

convenient administration of the Debtors’ estates.

66. I believe that joint administration would not adversely affect any creditors’ rights

because the Debtors’ motion requests only the administrative consolidation of these cases for

procedural purposes. The Debtors filed the Joint Administration Motion on an ex parte basis as

contemplated by Local Rule 1015-1.

C. Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors to File (A) a
Consolidated Creditor Matrix and (B) Consolidated List of the Top Thirty Unsecured
Creditors; and (II) Authorizing the Debtors to Suppress Certain Personally Indentifiable
Information for Individual Creditors, Employees and Parties in Interest

67. Pursuant to the Debtors ’ Motion for Entry of an Order (I) Authorizing the Debtors

to File (A) a Consolidated Creditor Matrix and (B) a Consolidated List of the Top Thirty

Unsecured Creditors; and (II) Authorizing the Debtors to Suppress Certain Personally Identifiable

Information for Individual Creditors, Employees and Parties in Interest filed contemporaneously

herewith (the “Consolidated Creditor Matrix Motion”), the Debtors request authority to file and

maintain a consolidated list of creditors in lieu of submitting a separate mailing matrix for each

Debtor. Permitting the Debtors to maintain a consolidated list of their creditors in electronic format

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only, in lieu of filing a separate creditor matrix for each Debtor, is warranted under the

circumstances of the Chapter 11 Cases. Because the Debtors have over one hundred thousand

creditors and other parties in interest, converting the Debtors’ computerized information to a

format compatible with the matrix requirements would be a burdensome task and would greatly

increase the risk of error.

68. The Debtors, working together with Epiq (the Debtors’ proposed claims, noticing,

and solicitation agent), have prepared a single, consolidated list of the Debtors’ creditors in

electronic format. The Debtors are prepared to make that list available in electronic form to any

party in interest who so requests (or in non-electronic form at such requesting party’s sole cost and

expense) in lieu of submitting a separate mailing matrix for each Debtor to the Court’s clerk’s

office.

69. The Debtors also request authority to file a single consolidated list of their 30

largest general unsecured creditors in lieu of filing a separate list of the top twenty unsecured

creditors for each Debtor. The Debtors share financial and operation, systems and also share many

of the same creditors. The Consolidated Top 30 List will help alleviate administrative burdens,

costs, and the possibility of duplicative service.

70. The Debtors also respectfully submit that it is appropriate to authorize the Debtors

to suppress from any paper filed with the Court in these Chapter 11 Cases, the names, residential

addresses and email addresses of individuals that are creditors, employees, and parties in interest

because disclosure risks violating applicable privacy laws, exposing the Debtors to potential civil

liability and significant financial penalties. Pursuant to Section 107(c) and privacy protection

regulations being enacted in key jurisdictions, such as the California Consumer Privacy Act of

2018, it is appropriate to authorize the Debtors to suppress from any paper filed with the Court in

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these Chapter 11 Cases, the names, residential addresses and email addresses of the Debtors’

individual creditors, employees, and parties in interest as such violations would expose the Debtors

to potential civil liability and significant financial penalties. Epiq will maintain a list of the

suppressed individuals so that the Debtors can track and will also be made available to the Court

and US Trustee upon request.

D. Debtors ’ Emergency Motion for an Order Establishing Certain Notice Procedures

71. Pursuant to the Debtors’ Emergency Motion for an Order Establishing Certain

Notice Procedures filed concurrently herewith (the “Notice Procedures Motion”), the Debtors seek

entry of an order approving the form and manner for implementing certain proposed notice

procedures, for notifying creditors of the commencement and the administration of Debtors’

complex chapter 11 bankruptcy cases through an expedited plan confirmation process, and for

granting related relief.

72. Collectively, the fifteen Debtors have over one hundred thousand potential

creditors or other parties in interest entitled to service of certain pleadings in these Chapter 11

Cases. As of the Petition Date, the Debtors employ approximately 36,000 employees,

approximately 34,000 of whom are in the United States and approximately 2,000 of whom are in

Canada. The Debtors also estimate that they have approximately 100,000 former employees that

may receive service of certain pleadings throughout these Chapter 11 Cases. In order to alleviate

the enormous and costly burden of serving over one hundred thousand creditors and parties-in-

interest with each filing, in some cases voluminous filings, made in these complex chapter 11 case,

the Debtors propose to create and utilize a Master Service List to serve pleadings and other

documents upon parties-in-interest and current or former Employees by e-mail where available, or

by U.S. mail or hand delivery if required. The proposed notice procedures will control over the

applicable noticing rules contained in the Bankruptcy Rules and the Local Rules.

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73. The Debtors further propose that all filings will be made available to all parties-in-

interest and employees on a public website maintained by the Debtor’s claims and noticing agent

Epiq Corporate Restructuring, LLC (“Epiq”). I believe that this relief requested is necessary and

in the best interests of the Debtors’ complex chapter 11 bankruptcy cases, and will allow for a

more efficient and cost saving case administration, which is in the best interests of the Debtors’

estates and all the parties-in-interest.

E. Debtors’ Emergency Motion for Approval of Form of Notice of Commencement and

Proof of Claim

74. Pursuant to the Debtors’ Emergency Motion for Approval of Form of Notice of

Commencement and Proof of Claim filed concurrently herewith (the “Approval of Form and

Manner of Notice of Commencement Motion”), the Debtors request the entry of an order setting

the bar dates for the filing of Proofs of Claims and approving the form and manner of notice of the

commencement of these Chapter 11 cases and the bar dates for filing Proofs of Claim.

75. In order to facilitate the filing of proofs of claims, procedures need to be established

for a consistent and uniform process so that everyone who may potentially wish to file one has

received notice and an equal opportunity to do so. I believe that this relief requested is necessary

and in the best interests of the Debtors’ complex chapter 11 bankruptcy cases and will allow for a

more efficient and cost saving case administration, which is in the best interests of the Debtors’

estates and all the parties-in-interest.

F. Emergency Application of the Debtors Pursuant to 11 U.S. C. 105(a) and 363(b) to (I)
Retain Alvarez & Marsal North America, LLC to Provide the Debtors a ChiefExecutive
Officer, a ChiefRestructuring Officer, and Certain Additional Personnel, (II) Designate
Jonathan Tibus as Chief Executive Officer, and (III) Designate Nicholas Haughey as
Chief Restructuring Officer for the Debtors, in Each Case, Effective as of the Petition
Date

76. Pursuant to the Emergency Application of the Debtors Pursuant to 11 U.S.C. §§

105(a) and 363(b) to (I) Retain Alvarez & Marsal North America, LLC to Provide the Debtors a

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Chief Executive Officer, a Chief Restructuring Officer, and Certain Additional Personnel, (II)

Designate Jonathan Tibus as Chief Executive Officer, and (III) Designate Nicholas Haughey as

Chief Restructuring Officer for the Debtors, in Each Case, Effective as of the Petition Date filed

contemporaneously herewith (the “A&M Retention Application”), the Debtors seek approval of

an agreement with Alvarez & Marsal North America, LLC (“A&M”) to provide (i) myself,

Jonathan Tibus, as the CEO of the Debtors; (ii) Nicholas Haughey as the CRO of the Debtors and

(iii) the services of certain support personnel, as required.

77. Additional factual support is set forth in the A&M Retention Application and the

declarations attached thereto.

G. Debtors ’ Emergency Application for Entry of Order Authorizing Debtors to Employ and
Retain Epiq Corporate Restructuring, LLC as Notice, Claims and Solicitation Agent
Effective as of the Petition Date

78. Pursuant to the Debtors ’ Emergency Application for Entry of Order Authorizing

Debtors to Employ and Retain Epiq Corporate Restructuring, LLC as Notice, Claims and

Solicitation Agent Effective as of the Petition Date filed contemporaneously herewith (the “Epiq

Retention Application”), the Debtors seek an order authorizing the Debtors to employ and retain

Epiq as claims and noticing agent in the Chapter 11 Cases. I believe that such relief is prudent in

light of the thousands of known creditors, potential unknown creditors, and parties in interest to

whom certain notices will be sent. Accordingly, I believe that the most effective and efficient

manner by which to give notice and process claims in the Chapter 11 Cases is to engage Epiq, an

independent third party with significant experience in this role, to act as an agent of the Court.

79. Additional factual support is set forth in the Epiq Retention Application and the

declarations attached thereto.

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H. Emergency Motion ofDebtors for an Order Authorizing Red Lobster Management LLC
to Act as Foreign Representative of the Debtors

80. Pursuant to the Emergency Motion of Debtors for an Order Authorizing Red

Lobster Management LLC to Act as Foreign Representative of the Debtors filed

contemporaneously herewith (the “Foreign Representative Motion”), the Debtors request authority

for Debtor Red Lobster Management LLC (“RL Management”) to act as the foreign representative

on behalf of the Debtors’ estates in insolvency recognition proceedings in Canada and in any other

judicial or other proceeding in a foreign country pursuant to section 1505 of the Bankruptcy Code.

The Debtors further request that, as foreign representative, RL Management be expressly

authorized to (i) seek recognition of these chapter 11 cases and certain of this Court’s orders in

Canada, and (ii) seek any other appropriate relief from the Canadian Court that is just and proper

in furtherance of the protection of the Debtors’ estates.

81. In addition to their operations in the United States, the Debtors, through Debtor Red

Lobster Canada, Inc. (“RL Canada”), a Delaware corporation, operate 27 restaurants in Canada

and own certain assets in Canada. RL Canada employs all of the Debtors’ Canadian employees,

owns one parcel of real property in Canada and leases the remaining restaurant space for the

Canadian operations. Additionally, the Debtors share financial resources, management services

and infrastructure between their U.S. and Canadian operations.

I. Debtors ’ Emergency Motion for Interim and Final Orders Authorizing Debtors to (I)
Pay Prepetition Wages, Salaries, Employee Benefits, and Other Employee Obligations,
(II) Maintain Employee Benefit Programs and (III) for Related Relief

82. Pursuant to the Debtors’ Emergency Motion for Interim and Final Orders

Authorizing Debtors to (I) Pay Prepetition Wages, Salaries, Employee Benefits, and Other

Employee Obligations, (II) Maintain Employee Benefit Programs and (III) for Related Relief filed

contemporaneously herewith (the “Wages Motion”), the Debtors request, among other things,

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authority, but not direction, to (a) pay prepetition wages, salaries, reimbursable expenses, and other

obligations on account of the Compensation and Benefits Programs in the ordinary course of

business as provided herein and (b) continue the Compensation and Benefits Programs.

83. As described more fully in the Wages Motion, the Debtors employ approximately

36,000 employees, approximately 34,000 of which are located in the United States and

approximately 2,000 of which are located in Canada. The Debtors’ workforce includes employees

and independent contractors. Without the workforce’s continued, uninterrupted services, the

Debtors cannot continue to operate in a chapter 11 proceeding. In the ordinary course of their

operations, the Debtors incur a number of obligations to, or on account of, their employees,

including those related to compensation and benefits.

84. The relief requested in the Wages Motion is essential to the viability of the Debtors’

businesses. Any delay in paying the employees’ compensation, deductions, or benefits will

fundamentally harm the Debtors’ relationships with their employees and irreparably impair

employee morale at the very time when dedication, confidence, and cooperation are most critical.

Absent immediate authority to tender the payments described in the Wages Motion, the Debtors

operations will be severely impaired. Employee support for the Debtors’ sale efforts is crucial,

particularly given the employees’ unique knowledge of the Debtors’ operations. At this critical

stage of the Chapter 11 Cases, the Debtors cannot risk the substantial business disruptions that

would inevitably attend any decline in work force morale attributable to the Debtors’ failure to pay

employee compensation, deductions, and benefits in the ordinary course.

85. The requested relief will enable the Debtors to maintain their current operations

without interruption, thereby preserving the value of the business, and, at the same time,

maintaining Employee morale. Without the relief requested, the Debtors’ ability to preserve the

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assets of the estates for the benefit of all creditors and stakeholders will be dramatically impaired.

Therefore, a grant of the requested relief is in the best interest of the Debtors, their estates and

creditors.

86. The Debtors are not seeking relief to pay prepetition employee obligations to any

individual employee or independent contractor in excess of the cap imposed by section 507(a)(4)

of the Bankruptcy Code. Also, the total amount sought to be paid by the Wages Motion is modest

compared to the magnitude of the Debtors’ overall business. Furthermore, the Debtors have

sufficient funds to pay the employee obligations in the ordinary course using cash maintained by

the Debtors and cash generated through operations as well as through access to the DIP Facility.

J. Debtors ’ Emergency Motion for Interim and Final Orders Authorizing Debtors to Pay
Prepetition Sales, Use, Trust Fund, Property, Foreign, and Other Taxes and Similar
Obligations

87. Pursuant to the Debtors’ Emergency Motion for Interim and Final Orders

Authorizing Debtors to Pay Prepetition Sales, Use, Trust Fund, Property, Foreign, and Other

Taxes and Similar Obligations filed contemporaneously herewith (the “Taxes Motion”), the

Debtors request authority, among other things, to pay, in the Debtors’ sole discretion, sales, use,

trust fund, property, foreign and other taxes and similar obligations, in the ordinary course of the

Debtors’ businesses, without regard to whether such obligations accrued or arose before or after

the Petition Date.

88. In the ordinary course of operating their businesses, the Debtors (a) incur certain

sales, use, trust fund, property, foreign, and other taxes, and (b) are charged amounts for fees and

other similar charges and assessments by various licensing authorities. I understand that the

Debtors are generally current with respect to its tax obligations, but that approximately

$34,634,000 in unpaid taxes and fees have accrued as of the Petition Date.

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89. The Debtors must continue to pay certain taxes and fees to continue operating in

certain jurisdictions and to avoid potential penalties and distractions during the Chapter 11 Cases.

The Debtors’ failure to pay the taxes and fees described the in the Taxes Motion could adversely

affect the Debtors’ business operations because governmental authorities may assert liens on the

Debtors’ property, assert penalties or interest on past-due taxes, cancel liquor licenses crucial to

the Debtors’ business or commence personal liability actions against directors, officers, and other

employees in connection with non-payment.

K. Debtors’ Emergency Motion for Authorization to (I) Continue to Administer Insurance

Policies, Surety Bonds and Related Agreements; (II) Honor Certain Obligations in
Respect Thereof; and (III) for Related Relief

90. Pursuant to the Debtors ’ Emergency Motion for Authorization to (I) Continue to

Administer Insurance Policies, Surety Bonds and Related Agreements; (II) Honor Certain

Obligations in Respect Thereof; and (III) for Related Relief (the “Insurance Motion”) filed

contemporaneously herewith, the Debtors request authority, among other things, to maintain,

renew, modify, supplement or purchase, in their sole discretion the insurance policies describ ed in

the Insurance Motion and their surety bond program and agreements relating thereto.

91. The Debtors’ insurance policies are crucial to the preservation of the value of the

Debtors’ business, properties, and assets. In many cases, the insurance coverage provided by the

insurance policies is required by diverse regulations, laws, and contracts, as well as the Office of

the United States Trustee. Therefore, I believe that it is essential for the Debtors to maintain the

insurance policies for the Debtors. Moreover, if the insurance policies are allowed to lapse, the

Debtors risk exposure to substantial liability for any damages resulting to persons or property of

the Debtors and others, and the Debtors would have to bear the costs and expenses of defense

litigation. The Debtors’ continued operations, combined with the Debtors’ efforts to undertake an

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orderly sale and reorganization process, require that the insurance policies be maintained on an

ongoing and uninterrupted basis.

L. Debtors ’ Emergency Motion for Entry of an Order (I) Authorizing the Debtors to Enter
Into the New Insurance Program, (II) Authorizing Assumption of the Existing
Insurance Program, and (III) Granting Related Relief

92. As described in the Debtors’ Emergency Motion for Entry of an Order (I)

Authorizing the Debtors to Enter Into the New Insurance Program, (II) Authorizing Assumption

of the Existing Insurance Program, and (III) Granting Related Relief filed concurrently herewith

(the “Zurich Motion”), the Debtors request authorization to enter into the New Insurance

Program and to assume the Existing Insurance Program.

93. In the ordinary course of business, the Debtors maintain numerous insurance

policies. The Debtors’ insurance policies are essential to the preservation of the value of the

Debtors’ business, property, and assets. In many states, insurance coverage is required by the

diverse regulations, laws and contracts that govern the Debtors’ commercial activities, which is

further mandated by the U.S. Trustee Guidelines requiring to maintain insurance coverage

throughout their chapter 11 proceedings.

94. The applicable agreements for the Existing Insurance Program and the New

Insurance Program with Zurich require that the Debtors must: (a) file the Zurich Motion and

request the relief outlined in the Zurich Motion at the first-day hearing in these chapter 11 cases;

and (b) in the event that the Court declines to rule on at the first-day hearing (or grants the relief

only on an interim basis), obtain the relief requested on a final basis within 22 calendar days after

the Petition Date. Zurich has indicated that if the Debtors fail to do either of these, it reserves all

rights, including the right to seek termination of the Existing Insurance Program and the right to

refuse to proceed with the New Insurance Program.

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95. The Existing Insurance Program provides coverage for, inter alia, workers’

compensation, general liability, automobile liability, commercial umbrella liability, and certain

other insurance for specified policy periods. The workers’ compensation, general liability,

automobile liability, and commercial umbrella liability coverage under the Existing Insurance

Program is set to expire on June 30, 2024, at 12:01 a.m. (prevailing Eastern Time).

96. The Policies are customary for a company of the Debtors’ size, and any lapse in

coverage for workers’ compensation, general liability, automobile liability, and commercial

umbrella liability would be disruptive and could have an adverse and irreparable impact on the

Debtors and their estates.

M. Debtors ’ Emergency Motion for Entry of an Order Pursuant to 11 U.S. C. 105(a) and
366(b) and Local Rule 2081-1 (g)(7): (I) Prohibiting Utilities from Altering, Refusing, or
Discontinuing Services, (II) Deeming Utilities Adequately Assured of Future
Performance, (III) Establishing Procedures for Determining Adequate Assurance of
Payment, and (IV) Granting Related Relief

97. Pursuant to the Debtors ’ Emergency Motion for Entry of an Order Pursuant to 11

U.S.C. §§ 105(a) and 366(b) and Local Rule 2081-l(g)(7): (I) Prohibiting Utilitiesfrom Altering,

Refusing, or Discontinuing Services, (II) Deeming Utilities Adequately Assured of Future

Performance, (III) Establishing Proceduresfor Determining Adequate Assurance ofPayment, and

(IV) Granting Related Relief filed contemporaneously herewith (the “Utilities Motion”), the

Debtors seek entry of an order, among other things: (i) prohibiting its utility service providers (the

“Utility Companies”) from altering, refusing or discontinuing service (“Utility Services”) on

account of prepetition amounts outstanding or on account of any perceived inadequacy of the

Debtors’ proposed adequate assurance; and (ii) approving the Debtors’ proposed adequate

assurance and related procedures.

98. In connection with the operation of their business in the United States, the Debtors

obtain electricity, natural gas, telecommunications, water, waste management (including sewer

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and trash), internet, and other similar services from a number of utility providers or brokers to

facilitate their business operations. Certain Utility Services are aggregated and processed through

a third party. Based on a monthly average for the trailing twelve months prior to the Petition Date,

the Debtors estimate that the cost of all Utility Services for the next thirty (30) days will be

approximately $6,612,000.00.

99. The Debtors intend to satisfy postpetition obligations owed to the Utility

Companies in the ordinary course of business and in a timely manner. The Debtors believe that

cash held by the Debtors, generated in the ordinary course of business, as well as cash made

available to the Debtors under the DIP Facility will provide sufficient liquidity to pay the Utility

Companies for Utility Services in accordance with their prepetition practice during the pendency

of their Chapter 11 Cases. To provide additional assurance of payment, the Debtors propose to

deposit $2,082,000.00 into a segregated account, which represents an amount equal to two (2)

weeks’ cost of Utility Services provided by all Utility Companies in the aggregate (less any

deposit, letter of credit, or surety bond held by such Utility Company), calculated using the

historical average for such payments during the twelve (12) months prior to the Petition Date.

100. Additionally, the Debtors seek approval of their proposed Adequate Assurance

Procedures. These procedures set forth a streamlined process for Utility Companies to address

potential concerns with respect to the Proposed Adequate Assurance, while allowing the Debtors

to continue their operations uninterrupted.

N. Debtors’ Emergency Motion for Entry of an Order (I) Authorizing Debtors to (A)
Maintain and Administer Prepetition Customer Programs, Promotions, and Practices
and (B) Honor Prepetition Obligations Related Thereto and (II) Granting Related Relief

101. Pursuant to the Debtors ’ Emergency Motion for Entry of an Order (I) Authorizing

Debtors to (A) Maintain and Administer Prepetition Customer Programs, Promotions, and

Practices and (B) Honor Prepetition Obligations Related Thereto and (II) Granting Related Relief

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filed contemporaneously herewith (the “Customer Programs Motion”) the Debtors request

authority, among other things, to continue, renew, replace, implement or terminate customer-

related programs, promotions, and practices (the “Customer Programs”).

102. As owners, operators, or franchisors of hundreds of restaurants across the United

States and around the globe, to attract new customers (and reward and provide incentives to

existing customers), the Debtors employ certain programs, promotions, and practices described

herein. The Customer Programs include: (i) coupons and sales promotions; (ii) a gift card program;

(iii) the My Red Lobster Rewards Loyalty Program; and (iv) the Debtors’ ordinary course refund

policy. The Customer Programs promote customer satisfaction and inure to the goodwill of the

Debtors’ business and the value of their brand. Maintaining the goodwill of their customers is

critical to the Debtors’ ongoing operations in these chapter 11 cases and is necessary to maximize

value for the benefit of all of the Debtors’ stakeholders. Continued use of the Customer Programs

will also enable the Debtors to protect their customer base and revenue growth opportunities.

103. As of the Petition Date, the Debtors estimate that there are approximately $121

million of prepetition obligations outstanding related to the Customer Programs. The Debtors seek

authority to continue the Customer Programs only in the ordinary course of their business, which

the Debtors estimate will translate to comparatively modest recognition of such liabilities on a

weekly basis. By contrast, failure to continue the Customer Programs would generate bad publicity

and sap customer goodwill at a precarious time for the Debtors and their restaurant business.

O. Debtors’ Emergency Motion for Entry of an Order (I) Authorizing Debtors to Pay
Certain Prepetition Claims of Lien Claimants in the Ordinary Course of Business, and
(II) Granting Related Relief

104. Pursuant to the Debtors ’ Emergency Motion for Entry of an Order (I) Authorizing

Debtors to Pay Certain Prepetition Claims ofLien Claimants in the Ordinary Course ofBusiness,

and (II) Granting Related Relieffiled contemporaneously herewith (the “Lien Claimants Motion”)

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the Debtors seek authority, but not direction, to pay certain lien claims in an aggregate amount not

to exceed $93,000 and only on such terms and conditions as are appropriate, in the Debtors’

business judgment, to minimize any disruptions to the Debtors’ businesses.

105. The Debtors retain vendors to perform a number of services, including construction,

installation, maintenance, servicing, delivery and/or storage of equipment, facilities, supplies, and

products that are essential to the Debtors’ restaurant enterprise, including the warehousing of a

subset of the Debtors’ inventory. The Debtors are also responsible for covering the costs of

improvements and repairs to their properties. They also rely upon vendors and repairmen to service

certain of their equipment used in the operation of their businesses. With the Debtors’ required

ongoing service, repair, and maintenance obligations of their store locations and equipment, the

Debtors depend on continuing business relationships with, and services provided by, certain lien

claimants. Failure to pay amounts owed to these parties when due could result in, among other

things, these vendors asserting liens against certain of the Debtors’ assets under applicable state

law, which could prevent the Debtors from maximizing recoveries for all stakeholders in these

Chapter 11 Cases. Moreover, various state laws would permit such claimants to assert statutory

liens against the Debtors’ equipment and/or merchandise (or underlying property) in their

possession and the subject of any delinquent charges.

P. Debtors’ Emergency Motion for Entry of an Order (I) Authorizing Debtors to Pay
Certain Section 503(b)(9) Claims in the Ordinary Course ofBusiness, and (II) Granting
Related Relief

106. Pursuant to the Debtors ’ Emergency Motion for Entry of an Order (I) Authorizing

Debtors to Pay Certain Section 503(b)(9) Claims in the Ordinary Course of Business, and (II)

Granting Related Relief filed contemporaneously herewith (the “503(b)(9) Motion”), the Debtors

seek entry of an order: (i) authorizing the Debtors to pay in the ordinary course of business

prepetition amounts owed to certain vendors solely for goods delivered to the Debtors within

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twenty (20) days of the Petition Date and whose prepetition claims are thus entitled to

administrative expense priority status under section 503(b)(9) of the Bankruptcy Code;

(ii) confirming administrative expense priority status for all undisputed obligations of the Debtors

arising out of outstanding orders for goods not yet delivered as of the Petition Date; and

(iii) granting related relief. The Debtors request authority to pay the 503(b)(9) Claims (as defined

below) in an amount not to exceed $49,838,000 as they become due in the ordinary course of

business. For the avoidance of doubt, the Debtors do not seek relief to pay any 503(b)(9) Vendor

for any prepetition claim that is not entitled to administrative expense priority pursuant to section

503(b)(9) of the Bankruptcy Code.

107. To operate their restaurants, the Debtors rely on various vendors, suppliers, and

distributors to provide the Debtors with various perishable and nonperishable items (such vendors,

suppliers, and distributors, each a “503(b)(9) Vendor” and collectively, the “503(b)(9) Vendors”

and their prepetition claims, each a “503(b)(9) Claim” and collectively, the “503(b)(9) Claims”).

In the past twelve months, the Debtors paid approximately $750 million in the ordinary course of

business to purchase perishable and nonperishable goods from approximately 4,000 vendors.

108. Within the 20-day period before the Petition Date and in the ordinary course of

business, the Debtors received goods (including food and beverages) from approximately 450

503(b)(9) Vendors totaling approximately $49,838,000. Failure to pay the 503(b)(9) Vendors at

the outset of these Chapter 11 Cases on account of their 503(b)(9) Claims—100% of which claims

are entitled to administrative expense priority under section 503(b)(9)—could result in the

503(b)(9) Vendors refusing to do business with the Debtors moving forward.

109. Absent timely payment of their 503(b)(9) Claims, the 503(b)(9) Vendors may also

impose stricter payment terms on the Debtors, negatively impacting their liquidity position. The

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503(b)(9) Vendors are all important to the Debtors’ businesses and, accordingly, a delay in their

services could cause irreparable harm to the Debtors’ revenue, goodwill, and market share.

Q. Debtors’ Emergency Motion for Interim and Final Orders (A) Authorizing the Debtors
to (I) Continue to Use Existing Cash Management System, (II) Maintain Bank Accounts
and Continue Use ofExisting Business Forms and Checks, (III) Honor Certain Related
Prepetition and Postpetition Obligations, and (IV) Perform Intercompany Transactions,
(B) Granting a Waiver of Certain Investment and Deposit Guidelines, and (C) Granting
Related Relief

110. Pursuant to the Debtors’ Emergency Motion for Interim and Final Orders (A)

Authorizing the Debtors to (I) Continue to Use Existing Cash Management System, (II) Maintain

Bank Accounts and Continue Use of Existing Business Forms and Checks, (III) Honor Certain

Related Prepetition and Postpetition Obligations, and (IV) Perform Intercompany Transactions,

(B) Granting a Waiver of Certain Investment and Deposit Guidelines, and (C) Granting Related

Relief filed contemporaneously herewith (the “Cash Management Motion”), the Debtors request

(a) authority to: (i) continue to maintain the Debtors’ existing cash management system, including,

without limitation, to continue to maintain the Debtors’ existing bank accounts and business forms

and checks, (ii) honor certain prepetition and postpetition obligations related thereto, (iii) continue

to perform intercompany transactions in the ordinary course, (b) waiving investment and deposit

guidelines of section 345 of the Bankruptcy Code and the Operating Guidelines and Reporting

Requirements for Debtors in Possession and Chapter 11 Trustees (revised 1/01/2020) (the

“Guidelines”) issued by the Office of the United States Trustee; and (c) providing any additional

relief required in order to effectuate the foregoing.

111. The United States Trustee has established Guidelines for debtors-in-possession in

order to supervise the administration of Chapter 11 cases. These Guidelines require Chapter 11

debtors to, among other things, close all existing bank accounts and open new debtor-in-possession

(“DIP”) bank accounts, establish one DIP account for all estate monies required for the payment

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of taxes (including payroll taxes), maintain a separate DIP account for cash collateral, and obtain

checks for all DIP accounts that bear the designation “debtor-in-possession,” the bankruptcy case

number, and the type of account. These requirements are designed to provide a clear line of

demarcation between prepetition and post-petition transactions and operations and to prevent the

inadvertent post-petition payment of prepetition claims. In the Cash Management Motion, the

Debtors seek a waiver of these requirements so that their operations are not further disrupted by

the need to alter the Cash Management System as it would create unnecessary administrative

burdens and hardship and would cause unnecessary expense, utilization of resources, and delay.

112. The Cash Management System is comprised of 714 deposit accounts across nine

financial institutions, pursuant to which the Debtors manage cash receipts and disbursements. As

set forth in the Cash Management Motion, the Debtors’ Cash Management System has three

primary categories of Bank Accounts: (i) depository accounts into which cash generated from the

Debtors’ operations are deposited (collectively, the “Depository Accounts”);

(ii) operating/concentration accounts into which receipts from the Depository Accounts are

channeled and out of which Disbursement Accounts (defined therein) draw funds (collectively,

the “Operating Accounts”); and (iii) disbursement accounts for designated disbursements. An

average of $20 million in receipts and disbursements flows through the Cash Management System

each banking day.

113. The Cash Management System operates in accordance with ordinary, usual, and

essential business practices. It allows the Debtors to efficiently track and report the location and

amount of funds, which, in turn, enable the Debtors to track and control such funds, ensure cash

availability, and reduce administrative costs through a method of coordinating the collection and

movement of funds. The Debtors’ existing Bank Accounts function smoothly and permit the

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efficient collections and disbursements of cash for the benefit of the Debtors and all parties in

interest. The Debtors’ transition into Chapter 11 will be significantly less disruptive if its Cash

Management System and existing bank accounts are maintained following the commencement of

these cases with the same account numbers.

114. The Debtors’ operations require the Cash Management System to continue during

the pendency of the Chapter 11 Cases. If the Debtors were required to create and implement a new

cash management system, their operations would be severely disrupted, which would have an

adverse impact on the Debtors and would result in substantial additional costs to the Debtors’

bankruptcy estates.

115. The Debtors request further relief from the UST Operating Guidelines to the extent

that they require the Debtors to make all disbursements by check. Considering the complexity of

the Debtors’ operations, the Debtors must conduct transactions by debit, wire, or ACH payments

and other similar methods, and to deny the Debtors the opportunity to conduct transactions by

debit, wire or ACH payments or other similar methods would interfere with the Debtors’

performance of their contracts and unnecessarily disrupt the Debtors’ business operations, as well

as create additional costs to the Debtors.

116. The Debtors also request authority to engage in certain Intercompany Transactions

post-petition. If the Court grants this relief, the Debtors will continue recording all such

transactions in their books and records consistent with past practice prior to the Petition Date.

R. Debtors’ First and Second Omnibus Emergency Motions for Order Authorizing (A)
Rejection of Unexpired Leases of Non-Residential Real Property Effective as of the
Petition Date, (B) Abandonment of Any Remaining Personal Property Located at the
Leased Premises, and (C) Fixing a Bar Date for Claims of Counterparties

117. Pursuant to the (i) Debtors’ First Omnibus Emergency Motion for Order

Authorizing (A) Rejection of Unexpired Leases of Non-Residential Real Property Effective as of

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the Petition Date, (B) Abandonment ofAny Remaining Personal Property Located at the Leased

Premises, and (C) Fixing a Bar Date for Claims of Counterparties filed contemporaneously

herewith (the “First Lease Rejection Motion”), and (ii) Debtors ’ Second Omnibus Emergency

Motionfor Order Authorizing (A) Rejection of UnexpiredLeases ofNon-Residential Real Property

Effective as of the Petition Date, (B) Abandonment ofAny Remaining Personal Property Located

at the Leased Premises, and (C) Fixing a Bar Date for Claims of Counterparties filed

contemporaneously herewith (the “Second Lease Rejection Motion” and together with the First

Lease Rejection Motion, the “Lease Rejection Motions”), the Debtors seek entry of orders,

pursuant to section 365 of the Bankruptcy Code and Bankruptcy Rule 6006, (a) authorizing and

approving the Debtors’ rejection of 108 Rejected Leases in the aggregate, effective as of the

Petition Date, (b) confirming that any Personal Property remaining at each location not removed

by the Petition Date or otherwise within the time agreed upon by and among the Debtors and the

counterparty of the applicable location (unless extended by agreement among the Debtors and the

applicable counterparty) are deemed abandoned by the Debtors pursuant to section 554 of the

Bankruptcy Code without the applicable counterparty incurring liability to any person or entity.

Upon such abandonment at the time of the rejection of the applicable Rejected Lease, the

applicable counterparty shall be permitted to use or dispose of such abandoned Personal Property

remaining at the locations without notice or liability to the Debtors or any third person or entity.

118. The Debtors are lessees of non-residential real estate, who have ceased operations

at the subject premises and are no longer occupying and deriving any benefit from the use of such

premises. The Debtors closed nearly 100 restaurant locations in the weeks leading up to the Petition

Date. Where possible, the Debtors have sought to remove Personal Property to repurpose in other

stores or sell in an auction setting. As described in the Lease Rejection Motions, the Debtors seek

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authority to abandon any property remaining in the 108 locations and allow the landlord

counterparty to remove and/or dispose of Personal Property.

S. Emergency Motion for Interim and Final Orders (I) Approving Postpetition Financing,
(II) Authorizing the Use of Cash Collateral, (III) Granting Liens and Providing
Superpriority Administrative Expense Status, (IV) Granting Adequate Protection, (V)
Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting
Related Relief

119. As described in the Debtors ’ Emergency Motion for Interim and Final Orders (I)

Approving Postpetition Financing, (II) Authorizing the Use of Cash Collateral, (III) Granting

Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate

Protection, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting

Related Relief filed contemporaneously herewith (the “DIP Financing Motion”), the Debtors are

in immediate need of debtor-in-possession financing to maintain ongoing business operations as

the Debtors transition into the Chapter 11 Cases. Without such immediate financing, the Debtors

project, after consultation with their advisors, that they will be unable to make payments essential

to continue going concern operations—each as highlighted in the other first day pleadings as

described herein—resulting in immediate and irreparable harm to the Debtors’ businesses.

Accordingly, the proposed postpetition, superpriority secured delayed draw term loan facility,

pursuant to the terms of that certain Secured Superpriority Debtor-in-Possession Financing

Agreement is critical to the Debtors ability to administer the Chapter 11 Cases and to pursue the

restructuring transactions as contemplated by the RSA.

120. Additional factual support is set forth in the DIP Financing Motion and the

declarations attached thereto.

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Conclusion

121. This Declaration illustrates the factors that have precipitated the commencement of

these Chapter 11 Cases and the Debtors’ critical need for the protections and tools provided to

debtors under chapter 11 of the Bankruptcy Code.

122. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of

the United States of America that, to the best of my knowledge and after reasonable inquiry, the

foregoing is true and correct.

[Remainder ofPage Intentionally Left Blank]

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Executed this 19th day of May, 2024

Red Lobster Management LLC and each of

its Affiliated Debtors
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 46 of 124

EXHIBIT A

[Corporate Organization Chart]

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 Case 6:24-bk-02486-GER Doc 6
Docé6 Filed 05/19/24 Page 47 of 124

THAI UNION GROUP PUBLIC

COMPANYLIMITED (TH)
Reg. No. 0107537000891

THAI UNION NORTH AMERICA

(US-CA)
SEAFOODALLIANCELIMITED RL MANAGEMENTHOLDINGS
(HK) LLC (US-DE)
THAI UNION INVESTMENTS
Legend NORTH AMERICALLC (US-DE)
Debtor
RL CO-INVESTOR BLOCKER LLC RL MANAGEMENTINVESTORS EMPLOYEE SHARE TRUST(US-

Non-Debtor 7 GGCOFRL BLOCKER LLC

(US-DE) (US-DE) LLC (US-DE) DE)

Thai Union Entities

peatoodAllignce Red Lobster Master

Entities Holdings GP LLC Red Lobster Master Holdings, LP (US-DE)
(US-DE)
saeraand.ktL Non-Consolidated Corps:
Guarantor Under Term
Loan and ABL Red Lobster Seafood Co., LLC (US-DE) Red LobsterCares,Inc.
(US-FL)

1The depiction of the non-Debtor entitiesis Red Lobster Holdings LLC RLBillings, Inc.
based on the Debtors’ knowledge and (US-DE) (US-MT)
belief as of May 19, 2024.
Red Lobster Intermediate Holdings LLC
(US-DE) i RLof JonesboroInc.
(US-AR)

Red Lobster ManagementLLC

(US-DE) oO

Red Lobster Red Lobster Red Lobster RISV, Inc Red Lobster Canada, Red LobsterInternational
Sourcing LLC | RL Kansas LLC (US-KS) Hospitality LLC (US- Restaurants LLC (US- a Inc. Holdings LLC
(US-DE) DE) DE) (ees (US-DE) (US-DE)

Red Lobster Supply LLC

Foreign Subsidiaries
(US-DE) H 90% 96% 70% 20%

RL Columbia LLC RLof Frederick, Inc. Beditobster

Texas, Inc.of o RL Maryland,Inc. Red ue an RL Salisbury, LLC
(US-MD) fy (USMD) og (US-TX) (> a (US-MD) VD
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 48 of 124

EXHIBIT B

[Restructuring Support Agreement]

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Execution Version

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR

ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF
ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION
1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL
COMPLY WITH ALL APPLICABLE SECURITIES LAWS OR PROVISIONS OF THE
BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING
SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR,
UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE
TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES
HERETO.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and

schedules hereto in accordance with Section 16.2, this “Agreement”) is made and entered into as
of May 9, 2024, by and among the following parties (each of the Entities described in sub-clauses
(i) through (iii) of this preamble and any person or entity that subsequently becomes a party hereto,
an “RSA Party.” and collectively, the “RSA Parties”):1

i. Red Lobster Management LLC and each of its direct or indirect subsidiaries that
files a voluntary petition under the Bankruptcy Code (the “Company”); and

ii. the undersigned holders (or beneficial holders) of, or investment advisors, sub­
advisors, or managers of funds or discretionary accounts that hold, Loan Claims
that have executed and delivered counterpart signature pages to this Agreement, a
Restructuring Support Agreement Joinder, or a Transfer Agreement Joinder to
counsel to the Company (each a “Lender” and collectively, the “Consenting
Lenders”).

RECITALS

WHEREAS, the RSA Parties seek to pursue and consummate the transactions described
herein (the “Restructuring Transactions”) through a sale of the Company’s assets and business
pursuant to section 363 of the Bankruptcy Code in cases commenced under chapter 11 of the
Bankruptcy Code (the “Chapter 11 Cases”) in the Bankruptcy Court (the “Restructuring”); and

WHEREAS, in furtherance of the Restructuring Transactions, the RSA Parties have agreed
to use commercially reasonable efforts to enter into definitive documentation reflecting the terms
and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein,

and for other valuable consideration, the receipt and sufficiency of each of which is hereby
acknowledged, each RSA Party, intending to be legally bound, agrees as follows:

i Capitalized terms used but not defined in the preamble and recitals to this Agreement shall have the meanings
ascribed to them in Section 1.
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AGREEMENT

Section 1. Definitions and Interpretation.

1.1 Definitions. The following terms shall have the following definitions:

“Agent” means any administrative agent, collateral agent, or similar Entity acting in such
capacity under the Credit Agreement, including any successors thereto.

“Agreement” has the meaning set forth in the preamble to this Agreement and, for the
avoidance of doubt, includes all of the exhibits, annexes, and schedules hereto in accordance with
Section 14.2 of this Agreement (including the Term Sheets).

“Agreement Effective Date” means the date on which each of the RSA Parties has executed
this Agreement.

“Agreement Effective Period” means, with respect to any RSA Party, the period from the
Agreement Effective Date to the Termination Date applicable to that RSA Party.

“Alternative Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet,
discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring,
reorganization, merger, amalgamation, acquisition, consolidation, dissolution, financing
proposal, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of
reorganization, share exchange, business combination, or similar transaction or series of
transactions involving the Company or the debt, equity, or other interests in the Company, in each
case, that is inconsistent with or represents an alternative to one or more of the Restructuring
Transactions or any part thereof.

“Approved Budget” means any operational budget of the Company that is agreed to by
each of the RSA Parties.

“Approved Sale” means a Sale that results in net proceeds allocated to the DIP Collateral
sufficient to repay the DIP Obligations and Loans in full in cash (or which otherwise shall be
reasonably satisfactory to the Consenting Lenders).

“Asset Purchase Agreement” means an asset purchase agreement consistent with the terms
and conditions of the Stalking Horse Term Sheet.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as
amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Middle District of
Florida.

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“Bidding Procedures Order” means an order of the Bankruptcy Court approving procedures
governing the solicitation of bids for the Company’s assets and busin e ss and scheduling an a.ti on
and hearing on the Sale.

“Business Day” means any day other than a Saturday, Sunday, or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state oO
New York.

“Causes of Action” means any action, Claim, cross-claim, counterclaim, third-party claim,
cause of action, controversy, demand, right, action, lien, indemnity, Equity Interest, guaranty, suit,
obligation, liability, loss, debt, recoupment, damage, judgment, account, defense, objection,
remedies, offset, power, privilege, license, and franchise of any kind or character whatsoever,
whether known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or
noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated,
disputed or undisputed, secured or unsecured, assertable directly or derivatively, in contract or in
tort, in law or in equity, or pursuant to any other theory of law (including, without limitation, under
any state or federal securities laws).

“Chapter 11 Cases” has the meaning set forth in the reci tals to this Agreement.

“Chosen Court” means (a) before the Company commences the Chapter 11 Cases, federal
or state courts located in the State of New York, and (b) after commencement of the Chapter 11
Cases, the Bankruptcy Court.

“Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.

“Company” means Red Lobster Management LLC and each of its direct or ihirect
subsidiaries that files a voluntary petition under the Bankruptcy Code.

“Company Claims or Interests” means any Claim against, or Equity Interest in, the
Company, including the Loan Claims.

“Company Lease” means any real property lease entered into by the Company.

“Confidentiality Agreement” means an executed confidentiality agreement, including with

respect to material non-public information, in connection with any proposed Restructuring
Transactions.

“Consenting Lenders” has the meaning set forth in the recitals.

“Credit Agreement” means that certain Financing Agreement, dated as of January 22, 2021
(as previously amended, amended and restated, supplemented or otherwise modified, including
pursuant to that certain Amendment No. 1 to Financing Agreement dated as of September 22,
2022, that certain Amendment No. 2 to Financing Agreement, dated as of February 29, 2024, and
that certain Amendment No. 3 to Financing Agreement, dated as of March 29, 2024).

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“DIP Collateral” has the meaning set forth in the DIP Term Sheet.

“DIP Credit Agreement” means the debtor in possession credit agreement having terms
and conditions consistent with the terms and conditions set forth in the DIP Term Sheet.

“DIP Facility” means the new senior secured superpriority debtor in possession financing
facility provided to the Company in the DIP Credit Agreement.

“DIP Loan” means the loans provided under the DIP Facility.

“DIP Obligations” has the meaning set forth in the DIP Term Sheet.

“DIP Term Sheet” means the term sheet attached hereto as Exhibit A summarizing the
material terms of a proposed debtor in possession financing facility to be provided by the Lenders
to the Company.

“Effective Date” means the date of consummation of the Restructuring Transactions, on

which date the Company shall provide written notice to counsel to each of the RSA Parties in
accordance with Section 16.11 of this Agreement confirming the Sale Closing has occurred. The
failure to give such notice shall not affect whether the Effective Date has occurred. Any contrary
provision hereof notwithstanding, the Effective Date shall not occur unless either (i) the Sale has
been consummated and the Company has been acquired by Reorganized Holdco in accordance
with the Asset Purchase Agreement or (ii) in the event the Company pursues an Alternative
Restructuring Proposal, all obligations owed under the Credit Agreement and DIP Credit
Agreement have been paid in full in cash.

“Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

“Equity Interests” means, collectively, the shares, common stock, preferred stock, limited
liability company interests, and any other equity, ownership, or profits interests of the Company,
and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which
are convertible into the shares of, common stock, preferred stock, limited liability company
interests, or other equity, ownership, or profits interests of the Company (in each case whether or
not arising under or in connection with any employment agreement).

“Fiduciary Out” means the Company’s right to terminate this Agreement pursuant to
Section 13.2(c).

“Fiduciary Out Period” means the five (5) Business Day period prior to the effective date
of the Company’s termination of this Agreement pursuant to Section 13.2(c).

“Financing Order” means any order entered in the Chapter 11 Cases authorizing debtor in
possession financing or the use of cash collateral (whether interim or final).

“First Day Papers” means the motions, orders, pleadings, or other papers that the Company
files with the Bankruptcy Court in connection with the commencement of the Chapter 11 Cases.

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“Governance Documents” means the organizational and governance documents for the
Reorganized Company and its subsidiaries, including, without limitation, certificates of
incorporation, certificates of formation or certificates of limited partnership (or equivalent
organizational documents), bylaws, limited liability company agreements, and limited partnership
d
Restructuring upon terms and conditions consistent with this Agreement.

“Law” means any federal, state, local, or foreign law (including common law), statute,
code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted,
promulgated, issued, or entered by a governmental authority of competent jurisdiction (including
the Bankruptcy Court).

“Lender” has the meaning set forth in the recitals.

“Loans” means the loans outstanding under the Credit Agreement.

“Loan Claims” means the Claims and Causes of Action arising under or related to the
Loans.

“Milestones” means the milestones set forth in Exhibit E.

“Permitted Transferee” means each transferee of any Company Claim or Interest who
meets the requirements of Section 10.1 of this Agreement.

“Petition Date” means the date on which the Company files a petition for relief
commencing the Chapter 11 Cases.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the
applicable private markets as standing ready in the ordinary course of business to purchase from
customers and sell to customers Company Claims or Interests (or enter with customers into long
and short positions in Company Claims or Interests), in its capacity as a dealer or market marker
in Company Claims or Interests and (b) is, in fact, regularly in the business of making a market in
claims against issuers or borrowers (including debt securities or other debt).

“Related Parties” means, with respect to any entity, such entity’s predecessors, successors,
assigns, and present and former affiliates (whether by operation of Law or otherwise) and
subsidiaries, and each of their respective managed accounts or funds or investment vehicles, and
each of their respective current and former equity holders, officers, directors, managers, principals,
shareholders, members, partners, employees, agents, advisory board members, financial advisors,
attorneys, accountants, investment bankers, consultants, representatives, management companies,
fund advisors, and other professionals, in each case acting in such capacity, including in their
capacity as directors of the Company, as applicable.

“Release” means the releases given by the Releasing Parties to the Released Parties under
Section 15.

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“Released Party” means the Company, the Reorganized Company, each of the Con senting
Lenders and each of their respective Related Parties.

“Releasing Party” means the Company, the Reorganized Company, each of the Consenting
Lenders and each of their respective Related Parties. For the avoidance of doubt, each of the
Releasing Parties shall grant the Release in all of its capacities, including on behalf of each of their
affiliates, in each case, in accordance with the terms and conditions set forth in this Agreement.

“Reorganized Company” means the Reorganized HoldCo and its direct and indirect
subsidiaries from and after the Effective Date (i.e., upon the consummation of the Restructuring
Transactions).

“Reorganized HoldCo” means an entity to be formed by the Consenting Lenders to acquire

the Company.

“Required Consenting Lenders” means the Consenting Lenders that hold at least 50.1% of
the outstanding principal amount of the Loans.

“Restructuring” has the meaning set forth in the preamble to this Agreement.

“Restructuring Documents” means the documents listed in Section 3.1.

“Restructuring Support Agreement Joinder” means a joinder to this Agreement

substantially in the form attached hereto as Exhibit C.

“Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.

“Rules” means Rule 501(a)(1), (2), (3), and (7) of the Securities Act.

“Sale” means a sale of substantially all assets of the Company pursuant to section 363 of
the Bankruptcy Code.

“Sale Closing” means the closing of the Sale.

“Sale Motion” means a motion seeking entry of the Bidding Procedures Order and the Sale
Order, which motion shall include proposed bidding procedures and stalking horse bid protections
in form and substance consistent with the Stalking Horse Term Sheet.

“Sale Order” means an order of the Bankruptcy Court authorizing an Approved Sale.

“Securities Act” means the Securities Act of 1933, as amended.

“Stalking Horse Term Sheet” means the term sheet attached hereto as Exhibit B
summarizing the material terms of a Sale, including bidding procedures.

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“Term Sheets” means the DIP Term Sheet and the Stalking Horse Term Sheet.

“Termination Date” means, as to any RSA Party, the date on which termination of this
Agreement as to such RSA Party is effective in accordance with Section 13.

“Termination Event” means any event set forth in Section 13 giving rise to an RSA Party’s
right to terminate this Agreement.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate,
participate, donate or otherwise encumber or dispose of, directly or indirectly (including through
derivatives, options, swaps, pledges, forward sales or other transactions).

“Transfer Agreement Joinder” means an executed form of the transfer agreement joinder,
substantially in the form attached hereto as Exhibit D, providing, among other things, that a
transferee is bound by the terms of this Agreement.

1.2 Interpretation. For purposes of this Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural,
shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or
neuter gender shall include the masculine, feminine, and the neuter gender;

(b) unless otherwise specified, any reference herein to a contract, lease, instrument,
release, indenture, or other agreement or document being in a particular form or on particular terms
and conditions means that such document shall be substantially in such form or substantially on
such terms and conditions;

(c) unless otherwise specified, any reference herein to an existing document, schedule,
or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended,
restated, supplemented, or otherwise modified from time to time; provided, that any capitalized
terms herein which are defined with reference to another agreement, are defined with reference to
such other agreement as of the date of this Agreement, without giving effect to any termination of
such other agreement or amendments to such capitalized terms in any such other agreement
following the date hereof;

(d) unless otherwise specified, all references herein to “Sections” are references to
Sections of this Agreement;

(e) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety
rather than to any particular portion of this Agreement;

(f) captions and headings to Sections are inserted for convenience of reference only
and are not intended to be a part of or to affect the interpretation of this Agreement;

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(g) references to “shareholders,” “directors,” or “officers” shall also include

“members” or “managers,” as applicable, as such terms are defined under the applicable 1 imited
liability company Laws;

(h) the use of “include” or “including” is without limitation, whether stated or not; and

(i) the phrase “counsel to the RSA Parties” refers in this Agreement to each counsel to
each of the RSA Parties specified in Section 16.11.

Section 2. Effectiveness of this Agreement

This Agreement shall become effective and binding upon each of the RSA Parties at 12:00
a.m., prevailing Eastern Time, on the Agreement Effective Date.

Section 3. Restructuring Documents.

3.1 The “Restructuring Documents,” shall consist of any document required to be filed
or approved to implement the Restructuring Transactions, including but not limited to, the
following: (a) the Asset Purchase Agreement; (b) the First Day Papers; (c) the Sal e Motion; (d) the
Bidding Procedures Order; (e) the Sale Order; (f) the Financing Orders; (g) the DIP Credit
Agreement (and any related financing documentation); and (h) such other motions, orders,
agreements, and documentation necessary to consummate and document the Restructuring
Transactions contemplated by this Agreement.

3.2 The Restructuring Documents remain subj ect to negotiation and completion by and
shall otherwise be in form and substance acceptable to the Company and the Required Consenting
Lenders; provided, however, solely with respect to any term or provision ip a Restructuring
Document that materially and adversely affects any RSA Party (including provisions pertaining to
the Term Sheets), such term or provision shall be reasonably acceptable to the affected RSA Party.
Upon completion, the Restructuring Documents and every other document, deed, agreement,
filing, notification, letter or instrument related to the Restructuring Transactions shall contain
terms, conditions, representations, warranties, and covenants consistent with the terms of this
Agreement, including the Term Sheets, as they may be modified, amended, or supplemented in
accordance with Section 14.

Section 4. Milestones.

4.1 Restructuring Milestones. The RSA Parties agree to pursue the Restructuring
pursuant to the Milestones set forth in Exhibit E unless such Milestones are extended or waived,
in writing, by the Required Consenting Lenders.

4.2 Failure to Meet Restructuring Milestones. Unless extended or waived in writing

by the Required Consenting Lenders, the Company’s failure to satisfy any Milestone contained in
Exhibit E shall constitute a Termination Event pursuant to Section 13.1.

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Section 5. Commitments of the Consenting Lenders.

5.1 General Commitments. Forbearances, and Waivers.

(a) During the Agreement Effective Period, each of the Consenting Lenders agrees to:

(i) take all commercially reasonable actions in furtherance and support of

consummating the Restructuring Transactions contemplated in this Agreement;

(ii) negotiate in good faith the terms and conditions of, execute, perform its
obligations under and deliver the Restructuring Documents contemplated by this Agreement in a
manner consistent with the Term Sheets and within the time frames specified herein;

(iii) subject to the entry of a Financing Order, use commercially reasonable

efforts to negotiate, execute and deliver the DIP Credit Agreement and to consummate the DIP
Facility;

(iv) use commercially reasonable efforts to cooperate with and assist the
Company in obtaining additional support for the Restructuring Transactions from the Company’s
other stakeholders;

(v) give any notice, order, instruction, or direction to the applicable Agents
necessary to give effect to the Restructuring Transactions and the terms of this Agreement;
provided that none of the Consenting Lenders shall be obligated to waive (to the extent waivable)
any condition to the consummation of any part of the Restructuring Transactions set forth in any
Restructuring Document; and

(vi) negotiate in good faith with the Company concerning the protection of its
Canadian business under Canadian law, including but not limited to the commencement of a
proceeding under Part IV of the Companies’ Creditors Arrangement Act (Canada) for the
recognition of the Chapter 11 Cases, and any amendments to this Agreement necessary to facilitate
and reflect such recognition proceeding.

(b) During the Agreement Effective Period, the Consenting Lenders agree to not
directly or indirectly:

(i) object to, delay, impede, or take any other action to interfere with
acceptance, approval, implementation, or consummation of the Restructuring Transactions;

(ii) solicit, propose, file, support, vote for, or consent to any Alternative
Restructuring Proposal;

(iii) file any motion, pleadings, or other document with any court (including any
modification or amendments to any motion, pleadings, or other document with any court) that, in
whole or in part, violates the terms of this Agreement;

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(iv) exercise, or direct any other person to exercise, any right or remedy for the
enforcement, collection, or recovery of any Claims again st or Equity Interests in the Company;

(v) initiate, or have initiated on its behalf, any litigation or proceeding of any
kind with respect to the Chapter 11 Cases, this Agreement, or the Restructuring Transactions
against the other RSA Parties other than to enforce this Agreement, any Restrscturing Docum ent,
or as otherwise permitted under this Agreement;

(vi) object to, delay, impede, or take any other action to interfere with the
Company’s ownership and possession of their assets, wherever located, or interfere with the
automatic stay arising under section 362 of the Bankruptcy Code, except as set forth in the DIP
Term Sheet and Financing Orders; or

(vii) take any other action that is inconsistent with this Agreement or any
Restructuring Document or that would or would reasonably be expected to, prevent, interfere with,
delay or impede the acceptance, approval, implementation or consummation of the Restructuring
Transactions in any material manner.

5.2 Commitments with Respect to the Chapter 11 Cases. In addition to the foregoing:

(a) During the Agreement Effective Period, if the Sale is consummated pursuant to a
Sale Order, each Consenting Lender agrees that it shall support, and not oppose, the Sale and the
Bankruptcy Court’s entry of the Sale Order.

(b) During the Agreement Effective Period, each Consenting Lender agrees severally,
and not jointly, that it shall support, and will not directly or indirectly object to, delay, impede, or
take any other action to interfere with any motion or other pleading or document filed by the
Company in the Bankruptcy Court that is consistent with this Agreement, other than to enforce
this Agreement, any Restructuring Document, or as otherwise permitted under this Agreement.

(c) During the Agreement Effective Period, each Consenting Lender that is the holder
of a Loan or a DIP Loan (if applicable) shall not agree, consent to or direct any person (including
the Agent) to amend, modify, waive or take any action with respect to any rights, remedies, terms
or conditions contained in the Credit Agreement or DIP Credit Agreement (if applicable) unless
such amendment, modification, waiver or action is approved by holders of at least 50.1% of the
aggregate outstanding principal amount of the Loans.

Section 6. Additional Provisions Regarding the Commitments of the Consenting

Lenders.

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement

shall:

(a) affect the ability of any Consenting Lender to consult with any other Consenting
Lender, the Company, or any other party in interest in the Chapter 11 Cases;

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(b) impair or waive the rights of any Consenting Lender to assert or raise any obj ection
not prohibited by this Agreement in connection with the Restructuring Transactions;

(c) prevent any Consenting Lender from enforcing this Agreement or any
Restructuring Document, or contesting whether any matter, fact, or thing is a breach of, or is
inconsistent with, this Agreement or any Restructuring Document; or

(d) require any Consenting Lender to incur, assume, become liable in respect of or
suffer to exist any expenses, liabilities or other obligations, or agree to or become bound by any
commitments, undertakings, concessions, indemnities or other arrangements that could result in
expenses, liabilities or other obligations to such Consenting Lender other than as expressly
described in this Agreement.

Section 7. [Reserved]

Section 8. Commitments of the Company.

8.1 Affirmative Commitments. Except as set forth in Section 9.1, unless agreed or
waived in writing by the Required Consenting fenders, during the Agreement Effective Period,
the Company agrees to:

(a) take all commercially reasonable actions in furtherance and support of

consummating the Restructuring Transactions contemplated in thisAgreement;

(b) use commercially reasonable efforts to obtain, file, submit or register any and all
required governmental, regulatory or third-party approvals, filings, registrations or notices that are
necessary or advisable for the implementation or consummation of the Restructuring Transacti ons;

(c) comply with the Milestones set forth in Exhibit E of this Agreement;

(d) use commercially reasonable efforts to timely oppose and object to the efforts of
any person seeking in any manner to object to, delay, impede, or take any other action to interfere
with the acceptance, implementation, or consummation of the Restructuring Transactions
(including, the timely filing of objections or written responses in the Chapter 11 Cases) to the
extent such opposition or objection is reasonably necessary or desirable to facilitate
implementation of the Restructuring Transactions;

(e) support a formal objection to any motion, application, or adversary proceeding

challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or
subordination of, any portion of the Loan Claims;

(f) negotiate in good faith the terms and conditions of, execute, perform its obligations
under and deliver the Restructuring Documents contemplated by this Agreement in a matter
consistent with the Term Sheets and within the time frames specified herein, and any other
agreements necessary to effectuate and consummate the Restructuring Transactions as
contemplated by this Agreement;

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(g) use commercially reasonable efforts to seek additional support for the Restmcturing
Transactions from their other material stakeholders;

(h) inform counsel to each Consenting Lender as to: (i) the status and progress of the
Restructuring Transactions, including progress in relation to the negotiations of the Restmcturing
Documents; and (ii) the status of obtaining any necessary authorizations (including any consents)
from, each as and if applicable, the boards of the Company, each other RSA Party, any competent
judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any
stock exchange;

(i) inform the applicable counsel to each other RSA Party as soon as it becomes aware
of: (i) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it
did so occur), that would constitute a default under the Credit Agreement or DIP Credit Agreement
or that would permit any RSA Party to terminate, or would result in the termination of, this
Agreement; (ii) any matter or circumstance which it knows to be a material impediment to the
implementation or consummation of the Restmcturing Transactions; (iii) any notice of any
commencement of any involuntary insolvency proceedings, legal suit for payment of debt or
eu
Agreement (including a breach by the Company); (v) any representation or statement made or
deemed to be made by the Company under this Agreement which is or proves to have been
materially incorrect or misleading in any respect when made or deemed to be made; (vi) the
initiation, institution or commencement of any lawsuit, action or other proceeding by any p erson
or entity (A) involving the Company (including any assets, permits, licenses, businesses,
operations or activities of the Company) or any of its respective current or former officers,
employees, managers, directors, members or equity holders (in their capacities as such), or (B)
challenging the validity of the Restructuring Transactions contemplated by this Agreement or any
Restructuring Document or seeking to enjoin, restrain or prohibit this Agreement or any
Restructuring Document or the consummation of the transactions contemplated hereby or thereby;
(vii) the happening or existence of any fact, event or circumstance that shall have made any of the
conditions precedent to any RSA Party’s obligations set forth in (or to be set forth in) any of the
Restructuring Documents incapable of being satisfied on a timely basis; and (viii) the receipt of
notice from any person or entity alleging that the consent of such person or entity is or may be
required under any contract, agreement, permit, Law or otherwise in connection with the
consummation of any part of the Restructuring Transactions;

(j) use commercially reasonable efforts to maintain its good standing under the Laws
of the state or other jurisdiction in which they are incorporated or organized;

(k) provide draft copies of all material motions or applications the Company intends to
file with the Bankruptcy Court to counsel to each of the Consenting Lenders two (2) Business
Days prior to the date when the Company intends to file any such pleading or other document;
provided, that if and to the extent, due to exigent circumstances, the Company needs to file a
document on an expedited basis and is therefore unable to provide a draft at least two (2) Business
Days prior to the date it intends to file such document, the Company may provide such draft as
soon as reasonably practicable before the date the Company intends to file the document, and

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consult in good faith with such counsel regarding the form and substance of any such proposed
filing with the Bankruptcy Court;

(l) (i) promptly respond to all reasonable legal, financial and other requests for
information by the Agent and its professional advisors, and (ii) provide ongoing written financial
reports (including weekly actual to budget variance reporting) in a form and in frequency
acceptable to the Agent; provided, however, that the Company shall not be obligated to disclose
pursuant to this subsection (1) any information or communications that are subject to a legal
privilege or confidentiality protections agreed to by or otherwise imposed upon the Company;

(m) use commercially reasonable efforts to (i) maintain the current business operations
of the Company, keep available the services of its current officers and material employees (in each
case, other than voluntary resignations, terminations for cause, or terminations consistent with
applicable fiduciary duties) and preserve in all material respects its relationships with customers,
sales representatives, suppliers, distributors, and others, in each case, having material business
dealings with the Company (other than terminations for cause or consistent with applicable
fiduciary duties); (ii) maintain its respective books and records on a basis consistent with prior
practice; (iii) maintain its physical assets, equipment, properties and facilities in their condition
and repair as of the Agreement Effective Date; (iv) maintain all of its respective licenses and
permits in full force and effect (including by filing all reports, notifications and filings with, and
paying all fees to, the applicable governmental entities necessary to maintain all such licenses and
permits in full force and effect); (v) maintain all necessary insurance policies, or suitable
replacements therefor, in full force and effect, and (vi)with respect to any store closures, wind
down the operations of such stores in a manner consistent with (i) through (v) herein and applicable
law, to the extent commercially feasible, provided that any store closure shall be in accordance
with any Approved Budget;

(n) operate its business in the ordinary course in a manner that is consistent with past
practices and in compliance with applicable law, provided that nothing in this provision shall
operate to prevent the Company from closing any stores in accordance with any Approved Budget;

(o) subject to the provisions of any bid procedures order entered by the Bankruptcy
Court to the contrary, if the Company receives an Alternative Restructuring Proposal, as soon as
reasonably practicable upon the receipt of such Alternative Restructuring Proposal, and in any
event within one (1) Business Day following receipt, provide the Consenting Lenders with a copy
of such Alternative Restructuring Proposal, and thereafter promptly update the Consenting
Lenders regarding the occurrence and substance of any material discussions, negotiations, changes
or other developments related to such Alternative Restructuring Proposal; and

(p) negotiate in good faith with the Consenting Lenders concerning the protection of
the Company’s Canadian business under Canadian law, including but not limited to the
commencement of a proceeding under Part IV of the Companies ’ Creditors Arrangement Act
(Canada) for the recognition of the Chapter 11 Cases, and any amendments to this Agreement
necessary to facilitate and reflect such recognition proceeding.

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8.2 Negative Commitments. Except as set forth in Section 9.1, unless agreed or waived
in writing by the Required Consenting Lenders, during the Agreement Effective Period, the
Company shall not directly or indirectly:

(a) other than the DIP Facility, incur any debt for borrowed money, including loans
guaranteed or sponsored by any federal, state or local government or government agency;

(b) object to, delay, impede, or take any other action to interfere with acceptance,
implementation, or consummation of the Restructuring Transactions or otherwise commence any
proceeding opposing any of the terms of this Agreement or any of the other Restructuring
Documents;

(c) other than the marketing process to be implemented in connection with the Sale,
take any action, or encourage any other person or entity to take any action, that is inconsistent in
any material respect with, or is intended or would reasonably be expected to frustrate or impede
approval, implementation and consummation of, the Restructuring Transactions;

(d) (i) seek discovery in connection with or prepare or commence an avoidance action
or other legal proceeding that challenges: (A) the amount, validity, allowance, character,
enforceability or priority of any Claims against, or Interests in, the Company of the Consenting
Lenders, including the Loan Claims, or any of them, or (B) the validity, enforceability or perfection
of any lien or other encumbrance securing any Claims against, or Interests in, the Company of the
Consenting Lenders, including the Loan Claims, or (ii) support any third party in connection with
any of the acts described in clause (d)(i); or

(e) execute, deliver or file any Restructuring Document (including any amendment,
supplement or modification of, or any waiver to, any such document) that, in whole or in part, is
not consistent in all material respects with this Agreement or is not otherwise acceptable to the
applicable Consenting Lenders (as set forth in Section 3.2), or file any pleading seeking
authorization to accomplish or effect any of the foregoing.

8.3 [Reserved]

8.4 The Company acknowledges, agrees, and shall not dispute that after the
commencement of the Chapter 11 Cases, the giving of notice of default or termination by any RS A
Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of
the Bankruptcy Code (and the Company hereby waives, to the extent legally possible, the
applicability of the automatic stay solely with respect to the giving of such notice and attendant
termination); provided that nothing herein shall prejudice any RSA Party’s rights to argue that the
giving of notice of default or termination was not proper under the terms of this Agreement.

Section 9. Additional Provisions Regarding the Company’s Commitments.

9.1 Notwithstanding anything to the contrary in this Agreement, nothing in this

Agreement shall require the Company or the board of directors, board of managers, restructuring
committee of the board of managers or similar governing body of the Company to take any action

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or to refrain from taking any action with respect to the Restructuring Transactions to the extent it
determines in good faith, upon the advice of outside counsel, taking or failing to take such
action would violate applicable Law or be in breach of its fiduciary obligations under applicable
Law, and any such action or inaction pursuant to this Section 9.1 shall not be deemed to constitute
a breach of this Agreement. The Company shall promptly notify each of the Consenting Lenders
of any such determination within twenty-four (24) hours following such determination.
Notwithstanding anything to the contrary herein, each Consenting Lender reserves its rights to
challenge any action taken in the exercise of such fiduciary duties.

9.2 Notwithstanding anything to the contrary in this Agreement, the Company and their
respective directors, officers, employees, investment bankers, attorneys, accountants, consultants,
and other advisors or representatives shall have the right to: (a) consider, respond to, and discuss
unsolicited Alternative Restructuring Proposals; (b) provide access to non-public information
concerning the Company to any Entity that (i) provides an unsolicited Alternative Restructuring
Proposal; (ii) executes and delivers a Confidentiality Agreement; and (iii) requests such
information; (c) maintain or continue discussions or negotiations with respect to any unsolicited
Alternative Restructuring Proposal if (x) the board of directors, board of managers, restructuring
committee of the board of managers or similar governing body of the Company determines in good
faith, upon the advice of outside legal counsel, that failure to lake such action would violate
applicable Law or be in breach of its fiduciary obligations under applicable Law, (y) the board of
directors, board of managers, restructuring committee of the board of managers or similar
governing body of the Company has determined, upon the advice of outside legal counsel and/or
the Company’s investment banker, that such Altemativu Restracturing Proeosal is reason ahty
likely to lead to a transaction that is more favorable to the holders of Claims against, or Interests
in, the Company than the Restructuring Transactions and is reasonably capable of being completed
in accordance with its terms, taking into account all legal, financial, financing, conditionality,
timing and other aspects of such Alternative Restructuring Uroposh in a timely manner, eod (z)
such Alternative Restructuring Proposal is reasonably likely to provide for the payment in full in
cash of all obligations owed under the Credit Agreement and DIP Credit Agreement; and (d) enter
into or continue discussions or negotiations with holders of Claims against, or Interests in, the
Company, or any other entity regarding the Restructuring Transactions.

9.3 Nothing in this Agreement shall: (a) impair or waive the rights of the Company to
assert or raise any objection permitted under this Agreement in connection with the Restructuring
Transactions; (b) prevent the Company from enforcing this Agreement or contesting whether any
matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Term Sheets; or
(c) create any additional fiduciary obligations or duties on the part of the Company or any
members, managers, directors or officers of the Company that did not exist prior to the date of this
Agreement.

Section 10. Transfer of Interests and Securities.

10.1 During the Agreement Effective Period, no Consenting Lender shall Transfer any
ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) in Loan Claims to any affiliated or unaffiliated party,
including any party in which it may hold a direct or indirect beneficial interest, unless: either (a)

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the transferee executes and delivers to counsel to each RS A Party at or before the time of the
proposed Transfer, a Transfer Agreement Joinder; or (b) the transferee is an RSA Par and the
transferee provides notice of such Transfer to counsel to each other RSA Party at or before the
time of the proposed Transfer (such transferee, a “Permitted Transferee”).

10.2 Upon compliance with the requirements of Section 10.1 of this Agreement, the
transferor shall be deemed to relinquish its rights (and be released from its obligations) under this
Agreement to the extent of the rights and obligations in respect of such transferred Loan Claims.
Any Transfer in violation of Section 10.1 shall be void ab initio.

10.3 This Agreement shall in no way be construed to preclude the Consenting Lenders
from acquiring additional Company Claims or Interests; provided, that (a) any additional Loan
Claims acquired shall automatically and immediately upon acquisition by a Consenting Lender
be deemed subject to the terms of this Agreement (regardless of when or whether notice of such
acquisition is given to counsel to the RSA Parties) and (b) such Consenting Lender must provide
notice of such acquisition (including the amount and type of Company Claim/Interest acquired)
to counsel to each other RSA Party promptly upon such acquisition.

10.4 Notwithstanding Section 10.1 of this Agreement, a QualifieR Marketmaker that

acquires any Loan Claims with the purpose and intent of acting as a Qualified Marketmaker for
such Loan Claims shall not be required to execute and deliver a Transfer Agreement Joinder in
respect of such Loan Claims if: (a) such Qualified Marketmaker subsequently transfers such Loan
Claims (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days
of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated
entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee
under Section 10.1; and (c)the Transfer otherwise is a Permitted Transfer under Section 10.1.
To the extent that a Consenting Lender is actinf in its capacity es r Qualified Marketmaker, it
may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or
interests in Company Claims or Interests that the Qualified Marketmaker acquires from a holder
of the Company Claims or Interests who is not a Consenting Lender without the requirement that
the transferee be a Permitted Transferee.

10.5 Notwithstanding anything to the contrary in this Section 10, the restrictions on
Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on
any claims and interests in favor of a bank or broker-dealer holding custody of such claims and
interests in the ordinary course of business and which lien or encumbrance is released upon the
Transfer of such claims and interests.

Section 11. Representations and Warranties of the Consenting Lenders.

Each Consenting Lender severally, and not jointly, represents and warrants that, as of the
date such Consenting Lenders executes and delivers this Agreement:

(a) it is the beneficial or record owner of the face amount of the Loans or is the
nominee, investment manager, or advisor for beneficial holders of the Loans reflected in, and,
having made reasonable inquiry, is not the beneficial or record owner of any Loan Claims other

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than those reflected in, such Consenting Lender’s signature page to this Agreement or a Transfer
Agreement Joinder, as applicable (as may be updated pursuant to Section 10);

(b) it has the full power and authority to act on behalf of, vote and consent to matters
concerning, such Loan Claims;

(c) such Loan Claims are free and clear of any pledge, lien, security interest, charge,
claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on
disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such
Consenting Lender’s ability to perform any and all of its obligations under this Agreement at th e
time such obligations are required to be performed;

(d) it has the full power to vote, approve changes to, and transfer all of its Loan Claims
referable to it as contemplated by this Agreement subject to applicable Law;

(e) it has access to adequate information regarding the terms of this Agreement to make
an informed and knowledgeable decision with regard to entering into this Agreement;

(f) it has not relied upon any other Consenting Lender in deciding to enter into this
Agreement and has instead made its own independent analysis and decision to enter into this
Agreement; and

(g) to the extent it holds any other Company Claims or Interests, it shall not tat any
action or exercise any rights inconsistent with the terms of this Agreement on account of such
Company Claims or Interests.

Section 12. Mutual Representations, Warranties., aneCovenants.

Each of the RSA Parties represents, warrants, and covenants to each other RSA Party, as
of the date such RSA Party executes and delivers this Agreement:

(a) it is validly existing and in good standing under the Laws of the state of its
organization, and this Agreement is a legal, valid, and binding obligation of such party, enforceable
against it in accordance with its terms, except as enforcement may be limited by applicable Laws
relating to or limiting creditors’ rights generally or by equitable principles relating to
enforceability;

(b) except as expressly provided in this Agreement or, if applicable, the Bankruptcy
Code, no consent or approval is required by any other person or entity in order for it to effectuate
the Restructuring Transactions contemplated by, and perform its respective obligations under, this
Agreement;

(c) the entry into and performance by it of, and the transactions contemplated by, this
Agreement do not, and will not, conflict in any material respect with any Law or regulation
applicable to it or with any of its articles of association, memorandum of association, other
applicable constitutional documents or material contracts to which it is a party;

17
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 66 of 124

(d) except as expressly provided in this Agreement, it has (or will have, at the re1 evant
time) all requisite corporate or other power and authority to enter into, execute, and deliver this
Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its
respective obligations under, this Agreement; and

(e) except as expressly provided by this Agreement, it is not party to any restructuring
or similar agreements or arrangements with any other RSA Parties to this Agreement that have not
been disclosed to all RSA Parties to this Agreement.

Section 13. Termination Events.

13.1 Required Consenting Lender Termination Events. This Agreement may be

terminated by the Required Consenting Lenders by the delivery of a written notice in accordance
with Section 16.11 of this Agreement upon the occurrence of the following events:

(a) The breach in any material respect by the Company of any of the representations,
warranties, covenants, or commitments, including those set forth in Sections 8, 9 and 12 of this
Agreement, that remains uncured (to the extent curable) for five (5) Business Days after the
Required Consenting Lenders (or the Agent when directed by the Required Consenting Lenders)
transmits a written notice to the other RSA Parties detailing such breach in accordance with Section
16.11 of this Agreement;

(b) the issuance by any governmental authority, including any regulatory authority or
court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the
consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for
five (5) Business Days after the transmission of a written notice with respect to such issuance in
accordance with Section 16.11 of this Agreement;

(c) the failure of the Company to satisfy any of the Milestones set forth in Exhibit E
or in any of the Term Sheets;

(d) the failure of the RSA Parties to consummate the Restructuring Transactions on or
before August 30, 2024, provided that such failure to timely consummate the Restructuring
Transactions is not the result of a breach of this Agreement by the Consenting Lenders or the
Agent;

(e) the Bankruptcy Court grants relief that is inconsistent with this Agreement or the
Terms Sheets in any material respect or enters an order denying the Sale Motion and such order
remains in effect for five (5) Business Days after entry of such order;

(f) the entry of an order by the Bankruptcy Court, or the filing of a motion or
application by the Company seeking an order (without the prior written consent of the Required
Consenting Lenders), (i) converting one or more of the Chapter 11 Cases of the Company to a case
under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers

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 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 67 of 124

beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or
more of the Chapter 11 Cases of the Company, or (iii) rejecting this Agreement;

(g) the Bankruptcy Court grants relief terminating, annulling, or modifying the
automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the
Company having an aggregate fair market value in excess of $250,000;

(h) the Company approves an Alternative Restructuring Proposal or enters into a

definitive agreement with respect to an Alternative Restructuring Proposal, or determines, pursuant
to Section 9.1, that the Company or the board of directors, board of managers, restructuring
committee of the board of managers or any similar governing body of the Company taking any
action or refraining from taking any action with respect to the Restructuring Transactions would
violate applicable Law or be in breach of its fiduciary obligations under applicable Law.
Notwithstanding the foregoing sentence, the Company may approve an Alternative Restructuring
Proposal or exercise its Fiduciary Out to pursue an Alternative Restructuring Proposal, provided
that in either case, such Alternative Restructuring Proposal provides for the payment in full in cash
of all obligations owed under the Credit Agreement and DIP Credit Agreement upon the earliest
to occur of (i) maturity of the DIP Facility, or (ii) consummation of such Alternative Restructuring
transaction, provided further, the Company’s decision to pursue an Alternative Restructuring
Proposal or exercise its Fiduciary Out shall not effect or extend any Milestone;

(i) in the event that the Company commences the Chapter 11 Cases, the Company
withdraws the Sale Motion, or publicly announces its intention to withdraw the S ale Motion;

(j) a Default or Event of Default (as each such term is defined in the DIP Credit
Agreement) occurs and is continuing;

(k) the Bankruptcy Court enters an order invalidating, disallowing, subordinating,

recharacterizing, or limiting, as applicable, any of the Loan Claims, the liens securing the Loan
Claims, the DIP Facility, or the liens securing the DIP Facility; or

(l) the Company executes, delivers, files, amends or modifies, or files a pleading
seeking approval of, or authority to amend or modify, any Restructuring Document that, in any
such case, is not consistent in all material respects with this Agreement or the Term Sheets or
otherwise acceptable to the applicable required RS A Party set forth in Section 3.2.

13.2 Company Termination Events. This Agreement may be terminated by the

Company by delivery to the Agent and Consenting Lenders of a written notice in accordance with
Section 16.11 of this Agreement upon the occurrence of the following events:

(a) the failure of the RSA Parties to consummate the Restructuring Transactions on or
before August 30, 2024;

(b) the breach in any material respect by one or more of the Consenting Lenders of any
provision set forth in this Agreement (i) that is materially adverse to the Company and (ii) that
remains uncured for a period of five (5) Business Days after the Company delivers to the other

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 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 68 of 124

RS A Parties a written notice detailing each breach in accordance with Section 16.11 of this
Agreement;

(c) the board of directors, board of managers, restructuring committee of the board of
managers or any similar governing body of the Company determines in good faith, upon the advice
of outside counsel, (i) that proceeding with any of the RestracturingTransactions would violate
the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties,
to pursue an Alternative Restructuring Proposal;provided, however, that in the event the Company
desires to exercise its Fiduciary Out pursuant to this Section 13.2(c), the Company shall provide
written notice to counsel to the other RS A Parties in accordance with Section 16.11 of this
Agreement prior to the expiration of the Fiduciary Out Period advising such counsel that the
Company intends to terminate this Agreement pursuant to the Fiduciary Out and specifying, in
reasonable detail, the reasons therefor, and during the Fiduciary Out Period the Company shall,
and shall cause their respective directors, managers and representatives to, negotiate with the other
RSA Parties in good faith (to the extent the other RSA Parties wish to negotiate) to enable the
other RSA Parties to determine whether to propose revisions to the terms of the Restructuring
Transactions such that it would obviate the need for the Company to exercise its right to terminate
this Agreement pursuant to the Fiduciary Out, providedfurther that if the Company exercises its
e
Proposal provides for the payment in full in cash of all obligations owed under the Credit
Agreement and DIP Credit Agreement upon the earliest to occur of (i) maturity of the DIP Facility,
or (ii) consummation of such Alternative Restructuring transaction, provided further, the
Company’s decision to pursue an Alternative Restructuring Proposal or exercise its FiduciaT ;e
shall not affect or extend any Milestone; or

(d) the issuance by any governmental authority, including any regulatory authority or
Ti
consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for
five (5) Business Days after the Company delivers a written notice to the other RSA Parties in
accordance with Section 16.11 of this Agreement detailing any such issuance; provided that this
termination right shall not apply to or be exercised by the Company if it sought or requested such
ruling or order in contravention of any obligation or restriction set out in this Agreement.

13.3 Mutual Termination. This Agreement, and the obligations of all the RSA Parties
hereunder, may be terminated by mutual written agreement among all of the RSA Parties.

13.4 Automatic Termination. This Agreement shall terminate automatically without

any further required action or notice immediately upon the Effective Date.

13.5 Effect of Termination. After the occurrence of a Termination Event, if the RSA
Party seeking to enforce this Agreement has failed to request an order within five (5) Business
Days of the purported occurrence of a Termination Event from a court of competent jurisdiction
finding that a Termination Event did not occur, this Agreement shall be of no further force or
effect, and each RSA Party shall be released from its commitments, undertakings, and agreements
under or related to this Agreement and shall have the rights and remedies that it would have had,
had it not entered into this Agreement, and shall be entitled to take all actions, whether with

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 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 69 of 124

respect to the Restructuring Transactions or otherwise, that it would have been entitled to take
had it not entered into this Agreement, including with respect to any a, al 1 Claims or Causes of
Action. Nothing in this Agreement shall be construed as prohibiting any of the RSA Parties from
contesting whether any such termination is in accordance with its terms or to seek enforcement
of any rights under this Agreement that arose or existed before a Termination Event. Nothing
herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of my RO
Party, including termination rights or claims arising under Section 13, or the ability of any RSA
Party, to protect and preserve its rights (including rights under this Agreement), remedies, and
interests, including its claims against any RSA Party (including the Company).

Section 14. Amendments and Waivers.

(a) This Agreement may not be modified, amended, or supplemented, and no condition
or requirement hereof may be waived, in any manner except in accordance with this Section 14.

(b) This Agreement may be modified, amended, or supplemented, or a condition or

requirement of this Agreement may be waived, in a writing signed by the Company and the
Required Consenting Lenders.

(c) The waiver by any RSA Party of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or as a waiver of any
other or subsequent breach. No failure on the part of any RSA Party to exercise, and no delay in
exercising, any right, power or remedy under this Agreement sh all nperate as a waiver of any such
right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise
of such right, power or remedy by such RSA Party preclude any other or further exercise of such
right, power or remedy or the exercise of any other right, power or remedy. All remedies under
this Agreement are cumulative and are not exclusive of any other remedies provided by L aw.

Section 15. Release.

15.1 On the Effective Date, each Releasing Party shall be deemed to expressly and
generally release, acquit, and discharge each Released Party as set forth below:

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH OF

THE RELEASING PARTIES (REGARDLESS OF WHETHER A RELEASING PARTY IS
A RELEASED PARTY) SHALL BE DEEMED TO HAVE CONCLUSIVELY,
ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY, AND FOREVER, RELEASED
AND DISCHARGED EACH OTHER RELEASED PARTY FROM ANY AND ALL
CLAIMS, EQUITY INTERESTS, OBLIGATIONS, RIGHTS, SUITS, DAMAGES,
CAUSES OF ACTION, REMEDIES, AND LIABILITIES WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, LIQUIDATED OR
UNLIQUIDATED, DIRECT OR INDIRECT, CONTINGENT OR FIXED, EXISTING OR
HEREINAFTER ARISING, IN LAW, AT EQUITY, OR OTHERWISE, INCLUDING ANY
DERIVATIVE CLAIMS, ASSERTED OR ASSERTABLE ON BEHALF OF ANY OF THE
COMPANY, THE REORGANIZED COMPANY, EACH OTHER RELEASING PARTY
OR THEIR ESTATES, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY

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 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 70 of 124

ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED

ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN
PART, THE COMPANY, THE BUSINESS OPERATIONS OF THE COMPANY,
ACTIONS TAKEN BY THE COMPANY’S BOARD OF DIRECTORS, THE PURCHASE,
SALE, OR RESCISSION OF THE PURCHASE OR SALE OF ANY SECURITY OF THE
COMPANY OR THE REORGANIZED COMPANY, THE SUBJECT MATTER OF, OR
THE TRANSACTIONS OR EVENTS GIVING RISE TO, ANY CLAIM OR EQUITY
INTEREST THAT IS TREATED IN THE RESTRUCTURING TRANSACTIONS, THE
BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY RELEASING
PARTY AND ANY RELEASED PARTY, THE COMPANY’S RE STRUCTURING
EFFORTS, INTERCOMPANY TRANSACTIONS, ENTRY INTO THE CHAPTER 11
CASES, THE FORMULATION, PREPARATION, DISSEMINATION, OR
NEGOTIATION OF THIS AGREEMENT, THE SALE, THE DIP FACILITY OR OTHER
DOCUMENTS, OR ANY OTHER ACT OR OMISSION, TRANSACTION,
AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR
BEFORE THE EFFECTIVE DATE. ANY CONTRARY PROVISION HEREOF
NOTWITHSTANDING, THE RELEASE(S) CONTAINED IN THIS SECTION 15, ANY
RESTRUCTURING DOCUMENT SHALL NOT RELEASE ANY RELEASED PARTY OF
R
MISCONDUCT OR FRAUD.

15.2 Each of the Releasing Parties shall be deemed to have granted this Release pursuant
to and in accordance with this Agreement knowingly, notwithstanding that each Releasing Party
may hereafter discover facts in addition to, or different from, those which either such Releasing
Party now knows or believes to be true, and without regard to the subsequent discovery or
existence of such different or additional facts, and each Releasing Party pursuant to and in
accordance with this Agreement shall expressly waive any and all rights that such Releasing Party
may have under any statute or common law principle which would limit the effect of the Release
to those claims actually known or suspected to exist as of before the Effective Date.

15.3 In connection with their agreement to the foregoing Release pursuant to and in
accordance with this Agreement, the Releasing Parties shall knowingly and voluntarily waive and
relinquish any and all provisions, rights, and benefits conferred by any law of the United States or
any state or territory of the United States, or principle of common law, which governs or limits a
person’s release of unknown claims, comparable or equivalent to California Civil Code § 1542,
which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

Each of the Releasing Parties hereby represents and warrants that it has access to adequate
information regarding the terms of this Agreement, the scope and effect of the Release, and

22
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 71 of 124

all other matters encompassed by this Agreement to make an informed and knowledgeable
decision with regard to entering into this Agreement. Each of the Releasing Pa lit
further represents and warrants that it has not relied upon any other RSA Party in deciding
to enter into this Agreement and has instead made its own independent analysis and decision
to enter into this Agreement.

Section 16. Miscellaneous.

16.1 Acknowledgement. Notwithstanding any other provision of this Agreement, this

Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation
of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of
the Bankruptcy Code or otherwise. Any such offer or solicitation shall be made only in compliance
with all applicable securities Laws, provisions of the Bankruptcy Code, or other applicable Law.

16.2 Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes,

signatures pages, and schedules attached hereto is expressly incorporated herein and made a part
of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and
schedules. In the event of any inconsistency between this Agreement (without reference to the
exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this
Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern. In the
event of any inconsistency between any of the Term Sheets and any Restructuring Documents, the
Restructuring Documents shall govern.

16.3 Confidentiality. Absent agreement of the RSA Parties, the nature, terms, and any
information provided by the RSA Parties in connection with the contemplated Restructuring
Transactions is strictly confidential and shall not be shared by the RSA Parties with any other party
until the commencement of the Chapter 11 Cases.

16.4 Further Assurances. Subject to the other terms of this Agreement, the RSA Parties
agree to execute and deliver such other instruments and perform such acts, in addition to the
matters herein specified, as may be reasonably appropriate or necessary, or as may be required by
order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions, as
applicable.

16.5 Complete Agreement. Except as otherwise explicitly provided herein, this

Agreement constitutes the entire agreement among the RSA Parties with respect to the subject
matter of this Agreement and supersedes all prior negotiations, understandings, and agreements,
oral or written, among the RSA Parties with respect thereto, other than any Confidentiality
Agreement.

16.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF

FORUM. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF THIS AGREEMENT. Each party
to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising

23
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 72 of 124

out of or related to this Agreement in the Chosen Court, and solely in connection with claims
arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of such court;
(b) waives any objection to laying venue in any such action or proceeding in such applicable court;
and (c) waives any objection that such court is an inconvenient forum or does not have jurisdiction
over any party to this Agreement.

16.7 TRIAL BY JURY WAIVER. EACH PARTY HERETO IRREVOCABLY

WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

16.8 Execution of Agreement. This Agreement may be executed and delivered in any
number of counterparts and by way of electronic signature and delivery, each such counterpart,
when executed and delivered, shall be deemed an original, and all of which together shall constitute
the same agreement. Except as expressly provided in this Agreement, each individual executing
this Agreement on behalf of an RSA Party has been duly authorized and empowered to execute
and deliver this Agreement on behalf of said RSA Party.

16.9 Rules of Construction. This Agreement is the product of negotiations among the
RSA Parties, and in the enforcement or interpretation of this Agreement is to be interpreted in a
neutral manner, and any presumption with regard to interpretation for or against any RSA Party
by reason of that party having drafted or caused to be drafted this Agreement, or any portion of
this Agreement, shall not be effective in regard to the interpretation of this Agreement. The parties
hereto were each represented by counsel during the negotiations and drafting of this Agreement
and continue to be represented by counsel.

16.10 Successors and Assigns; Third Parties. This Agreement is only intended to bW and
inure to the benefit of the RSA Parties and their respective successors and permitted assigns, as
applicable, and except as set forth in Section 10.1, no third party is intended to be a beneficiary of
this Agreement. The rights or obligations of any party under this Agreement may not be assigned,
delegated, or transferred to any other person or entity, except in accordance with Section 10 of this
Agreement.

16.11 Notices. All notices hereunder shall be deemed given if in writing and delivered,
by electronic mail, courier, or registered or certified mail (return receipt requested), to the
following addresses (or at such other addresses as shall be specified by like notice):

(a) If to the Company:

Red Lobster Management LLC

Attn: Jonathan Tibus, CEO
Nicholas Haughey, CRO
450 South Orange Avenue, Suite 800
Orlando, FL 32801
Email: j tibus@alvarezandmarsal. com
[email protected]

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 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 73 of 124

with copies to:

King & Spalding LLP

Attn: W. Austin Jowers
Jeffrey R. Dutson
1180 Peachtree Street NE, Suite 1600
Atlanta, GA 30309
Email: [email protected]
[email protected]

(b) if to the Consenting Lenders, to:

Fortress Credit Corp.

c/o Fortress Investment Group
3290 Northside Parkway NW
Suite 350
Atlanta, GA 30327 USA
Attn: Morgan McClure
Email: [email protected]

-and-

Fortress Credit Corp.

c/o Fortress Investment Group
1345 Avenue of the Americas, 46th Fl
New York, New York 10105
Attn: General Counsel, Credit
Email: [email protected]

with copies to:

Proskauer Rose LLP

One International Place
Boston, MA 02110
Attention: Charles A. Dale
Michael M. Mezzacappa
Email: [email protected]
[email protected]

Any notice given by delivery, mail, or courier shall be effective when received.

16.12 Independent Due Diligence and Decision Making. Each RS A Party hereby
confirms that its decision to execute this Agreement has been based upon its independent
investigation of the operations, businesses, financial and other conditions, and prospects of the

25
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 74 of 124

Company and it has been represented by counsel or other advisors (or has had ample opportunity
to seek representation or advice from counsel or other advisors) in connection with this Agreement
and the Restructuring Transactions.

16.13 Enforceability of Agreement. Each of the RS A Parties waives any right to assert
that the exercise of termination rights under this Agreement is subject to the automatic stay
provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the
prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of
exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines
that such relief is required.

16.14 Publicity. The Company shall submit drafts to counsel to each Consenting Lenders
of any press release and public documents that constitute disclosure of the existence of the terms
of this Agreement or any amendment to the terms of this Agreement at least three (3) Business
Days prior to making any such disclosure and shall afford them a reasonable opportunity under
the circumstances to comment on such documents and disclosures, final versions of which shall
be reasonably satisfactory to the Required Consenting Lenders.

16.15 Expenses. Upon the Agreement Effective Date, and periodically during thn
Agreement Effective Period, the Company shall pay the reasonable and documented fees and
expenses of each of the Agent, Consenting Lenders and their respective professional advisors,
including Proskauer Rose LLP and Deloitte. The Company shall pay the reasonable and
documented fees and expenses of the Agent, Consentina Lenders and their arofessional advisors
within three (3) Business Days following its receipt of invoices for same (which invoices may be
redacted as appropriate).

a
Agreement is terminated for any reason, the RSA Parties fully reserve any and all of their rights.
Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence
408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto
shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms
or the payment of damages to which a Party may be entitled under this Agreement.

16.17 Specific Performance. It is understood and agreed by the RSA Parties that money
damages would be an insufficient remedy for any breach of this Agreement by any RSA Party,
and each non-breaching RSA Party shall be entitled to specific performance and injunctive or other
equitable relief (without the posting of any bond and without proof of actual damages) as a remedy
for any such breach from a court of competent jurisdiction requiring any RSA Party to comply
promptly with any and all of its obligations hereunder.

16.18 Several, Not Joint, Claims. Except where otherwise specified, the agreements,
representations, warranties, and obligations of the parties under this Agreement are, in all respects,
several and not joint.

16.19 Severability and Construction. If any provision of this Agreement shall be held by
a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions

26
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 75 of 124

shall remain in full force and effect if essential terms and conditions of this Agreement for each
Party remain valid, binding, and enforceable.

16.20 Remedies Cumulative. All rights, powers, and remedies provided under this
Agreement or otherwise available in respect of this Agreement at Law or in equity shall be
cumulative and not alternative, and the exercise of any right, power, or remedy of this Agreement
by any Party shall not preclude the simultaneous or later exercise of any other such right, power,
or remedy by such Party.

16.21 Capacities. Each Consenting Lender has entered into this agreement on account of
all Loan Claims that it holds (directly or through discretionary accounts that it manages or advises).

16.22 Email Consents. Where a written consent, acceptance, approval, or waiver is

required pursuant to or contemplated by this Agreement, including a written approval by the RSA
Parties, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if,
by agreement between counsel to the party submitting and receiving such consent, acceptance,
approval, or waiver, it is conveyed in writing (including electronic mail) between each such
counsel without representations or warranties of any kind on behalf of such counsel.

IN WITNESS OF THIS AGREEMENT, the parties hereto have executed this Agreement
on the day and year first above written.

[Remainder ofpage intentionally leftbkmke

27
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 76 of 124

FORTRESS CREDIT OPPORTUNITIES XVII CLO

LIMITED

By: FCO XVII CLO CM LLC, as Collateral Manager

Name:
Title:
line: Authorized Signatory

ELF II GMS HOLDINGS FINANCE L.P.

By: FLF II GMS Holdings Finance CM LLC, as Servicer

By: Fortress Lending II Holdings L.P. its sole member

By: Fortress Lending Advisors II LLC, its investment

manager

By:
Name:
Title: Authorized Signatory

FLF II MA-CRPTF HOLDINGS FINANCE L.P.

By: FLF II MA-CRPTF Advisors LLC, its investment

manager

By:
Name: Brad Bailey
Title: Authorized Signatory

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 77 of 124

FLF I SECURITIES L.P.

By: Fortress Lending I Holdings L.P., its member

By: Fortress Lending Advisors LLC, its investment

manager

:•
Name: Brad Bailey
-----------
Title: Authorized Signatory

FLF II SECURITIES L.P.

By: Fortress Lending II Holdings L.P., its member

By: Fortress Lending Advisors LLC, its investment

manager

By:
Name: Brad Bailey
Title: Authorized Signatory

FLF II HOLDINGS FINANCE LP

By: FLF II Holdings Finance CM LLC, as Servicer

By: Fortress Lending II Holdings L.P., its sole member

By: Fortress Lending Advisors II LLC, its investment

manager

By:
Name: Brad Bailey
Title: Authorized Signatory

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 78 of 124

FORTRESS LENDING I HOLDINGS L.P.

By: Fortress Lending Advisors LLC, its investment

manager

By:
Name: Brad Bailey
Title: Authorized Signatory

FORTRESS LENDING II HOLDINGS L.P.

By: Fortress Lending Advisors II LLC, its investment

manager

By:
Name: f
Title: Brad Bailey
Authorized Signatory

FORTRESS LENDING FUND II MA-CRPTF LP

By: FLF II MA-CRPTF Advisors LLC, its investment

manager

By: --------------------
Name. Brad Bailey
Title: Authorized Signatory

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 79 of 124

DRAWBRIDGE SPECIAL OPPORTUNITIES

FUND LP

By: Drawbridge Special Opportunities GP LLC, its

general partner

By:
Name: BrStTBailey^^^
Authorized Signatory

Title:

DBDB FUNDING LLC

By: Brad Bailey

Name: Authorized Signatory
Title:

[RSA Signature Page]

DocuSign Envelope ID: FCCBCB41-DA89-4C52-B706-1AC70E6B4C32
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 80 of 124

BTC HOLDINGS FUND II LLC

By: Blue Torch Credit Opportunities Fund IILP, its sole

member

By: Blue Torch Credit Opportunities GP II LLC, its

general partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

Name: Kevin Genda

Title: Managing Member

BTC HOLDINGS SBAF FUND LLC

By: Blue Torch Credit Opportunities SBAF Fund LP, its

sole member

By: Blue Torch Credit Opportunities SBAF GP LLC, its

general partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

By:
Name: Kevin Genda
Title: Managing Member

BTC HOLDINGS KRS FUND LLC

By: Blue Torch Credit Opportunities KRS Fund LP, its

sole member

By: Blue Torch Credit Opportunities KRS GP LLC, its

general partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

Name: Kevin Genda

Title: Managing Member

[RSA Signature Page]

DocuSign Envelope ID: FCCBCB41-DA89-4C52-B706-1AC70E6B4C32
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 81 of 124

BTC OFFSHORE HOLDINGS FUND II-D LLC

By: Blue Torch Offshore Credit Opportunities Master

Fund IILP, its Sole Member

By: Blue Torch Offshore Credit Opportunities GP II

LLC, its General Partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

XT —4643C&E0475|1492...
Name: Kevin Uenda
Title: Managing Member

BTC HOLDINGS SC FUND LLC

By: Blue Torch Credit Opportunities SC Master Fund

LP, its sole member

By: Blue Torch Credit Opportunities SC GP LLC, its

general partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

Name: Kevin Genua

Title: Managing Member

BLUE TORCH CREDIT OPPORTUNITIES FUND

II LP

By: Blue Torch Credit Opportunities GP II LLC, its

general partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

Name: Kevin Genda

Title: Managing Member

[RSA Signature Page]

DocuSign Envelope ID: FCCBCB41-DA89-4C52-B706-1AC70E6B4C32
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 82 of 124

BLUE TORCH OFFSHORE CREDIT

OPPORTUNITIES MASTER FUND II UP

By: Blue Torch Offshore Credit Opportunities GP II

LLC, its General Partner

By: KPG BTC Management LLC, its sole member

DocuSigned by:

Name: Kevin Genda

Title: Managing Member

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 83 of 124

TCW WV FINANCING LLC

By: TCW Asset Management Company LLC, its

Collateral Manager

By:
Name: Suzanne^Grosso
Title: Managing Director

TCW SKYLINE LENDING L.P.

By: TCW Asset Management Company LLC, its

Investment Advisor

Name: Suzanne Grosso

Title: Managing Director

TCW BRAZOS FUND LLC

By: TCW Asset Management Company LLC, its

Investment Advisor

By:
Name: Suzanne Grosso
Title: Managing Director

TCW DL VII FINANCING LLC

By: TCW Asset Management Company LLC, its

Collateral Manager

By:
Name: Suzam$ Grosso
Title: Managing Director

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 84 of 124

TCW DIRECT LENDING STRUCTURED

SOLUTIONS 2019 LLC

By: TCW Asset Management Company LLC, its

Investment Manager

Name: Suzaniw Grosso

Title: Managing Director

TMD-DL HOLDINGS LLC

By: TCW Asset Management Company LLC, its

Investment Manager and Attorney-in-Fact

Name: Suzanne Grosso

Title: Managing Director

RELIANCE STANDARD LIFE INSURANCE

COMPANY

By: TCW Asset Management Company LLC, its

Investment Manager and Attorney-in-Fact

By:
Name: Suzann^Grosso
Title: Managing Director

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 85 of 124

PHILADELPHIA INDEMNITY INSURANCE

COMPANY

By: TCW Asset Management Company LLC, its

Investment Manager and Attorney-in-Fact

Name: SuzaMne Grosso

Title: Managing Director

SAFETY NATIONAL CASUALTY

CORPORATION

By: TCW Asset Management Company LLC, its

Investment Manager and Attorney-in-Fact

Name: Suzar$e Grosso

Title: Managing Director

[RSA Signature Page]

DocuSign Envelope ID: AA5CB36C-EA4C-43A8-BD47-027BCEC68776
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 86 of 124

Red Lobster Management LLC

x------DocuSigned by:

By: k—.7-4-7-g0.B5-1-3©&&4A2-^---------
Name: Jonathan Tibus
Title: Chief Executive Officer

Red Lobster Restaurants LLC

— DocuSigned by:

By: — 7 Q n .S1.7 Q 0 PJ. A 9_______

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster Hospitality LLC

— DocuSigned by:

By: — 74789D51390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster Sourcing LLC

— DocuSigned by:

By* --- S--- jf4?g&B&430&E4A2_----------------------

Name: Jonathan Tibus
Title: Chief Executive Officer

Red Lobster Supply LLC

x------DocuSigned by:

By: k, Z4Z8&P5WO&4A2^---------
Name: Jonathan Tibus
Title: Chief Executive Officer

RL Kansas LLC

— DocuSigned by:

By: =_74 Z8.9.D5L13.9D.E4A2_______

Name: Jonathan Tibus

Title: Chief Executive Officer

[RSA Signature Page]

DocuSign Envelope ID: AA5CB36C-EA4C-43A8-BD47-027BCEC68776
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 87 of 124

RL Columbia LLC
x------ DocuSigned by:

By:. 74789D51390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

RL Salisbury, LLC
x------ DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster International Holdings LLC

— DocuSigned by:

Jdl/UlfLllAx
By: — 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

RLSV, Inc.
x------DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster Canada, Inc.

x------DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster of Bel Air, Inc.

x----- DocuSigned by:

------X... .. 74-7-gQ-EK5-W&&4A2^------------------------
Name: Jonathan Tibus
Title: Chief Executive Officer

[RSA Signature Page]

DocuSign Envelope ID: AA5CB36C-EA4C-43A8-BD47-027BCEC68776
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 88 of 124

RL Maryland, Inc.
x------DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

RL of Frederick, Inc.
x------DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

Red Lobster of Texas, Inc.

x------ DocuSigned by:

By:_ 74789051390E4A2...

Name: Jonathan Tibus

Title: Chief Executive Officer

[RSA Signature Page]

Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 89 of 124

Exhibit A

DIP Term Sheet

 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 90 of 124

Execution Version

Red Lobster Management LLC - Superpriority DIP Term Sheet

FOR DISCUSSION PURPOSES ONLY

THIS TERM SHEET IS ONLY A PRELIMINARY INDICATIVE SUMMARY OF SELECTED TERMS

AND IS NOT COMPLETE AND IS NOT A COMMITMENT, OFFER, OR AGREEMENT IN
PRINCIPLE TO PROVIDE FINANCING. THIS TERM SHEET IS NOT BINDING ON ANY PARTY
AND THE PARTIES DO NOT INTEND TO BE BOUND UNLESS AND UNTIL THEY ENTER INTO
DEFINITIVE DOCUMENTATION REGARDING THE SUBJECT MATTER OF THIS TERM SHEET.
EXCEPT AS REQUIRED BY LAW, NEITHER THIS PRELIMINARY INDICATIVE SUMMARY OF
SELECTED TERMS NOR ITS CONTENTS SHALL BE DISCLOSED PUBLICLY OR PRIVATELY
EXCEPT TO THOSE INDIVIDUALS WHO ARE OFFICERS, EMPLOYEES OR ADVISORS OF THE
DEBTORS (AS DEFINED BELOW) WHO HAVE A NEED TO KNOW AS A RESULT OF
POTENTIALLY BEING INVOLVED IN A TRANSACTION AND TOEN ONLY ON THE CONDITION
THAT SUCH MATTERS MAY NOT BE FURTHER DISCLOSED.

Borrower. Red Lobster Management LLC, a Delaware limited liability company, as

debtor and debtor-in-possession (the “Borrower”) in a bankruptcy case
(the “Borrower’s Case”) under chapter 11 of the United States Bankruptcy
Code. 11 U.S.C. 101. et seq. (the “Bankruptcy Code”) commenced in the
U.S. Bankruptcy Court for the Middle District of Florida (the “Bankruptcy
Court”). The date on which the Borrower’s Case is commenced is referred to
as the “Petition Date”.

Guarantors'. Each of (a) each subsidiary of Parent (as defined below) party to the
Prepetition Credit Agreement (as defined below) as a “Guarantor”, (b) any
other subsidiary or affiliate (other than Parent) of the Borrower that has
commenced a bankruptcy case related to the Borrower’s Case (together with
the Borrower and any other subsidiary of Parent that has commenced a
bankruptcy case related to the Borrower’s Case, collectively, the “Debtors”),
each as a debtor and debtor-in-possession in a case filed under chapter 11 of
the Bankruptcy Code (together with the Borrower’s Case, the “Bankruptcy
Cases”), commenced in the Bankruptcy Court, and (c) any other subsidiary
of Parent, subject to exclusions consistent with the Prepetition Credit
Agreement (collectively, the “Guarantors” and. together with the Borrower,
the “Loan Parties”).

Prepetition Credit The Borrower is a party to that certain Financing Agreement, dated as of
Agreement'. January 22, 2021 (as previously amended, amended and restated,
supplemented or otherwise modified, the “Prepetition Credit Agreement”
and the loans thereunder, the “Prepetition Loans”), bv and among, inter alia.
the Red Lobster Intermediate Holdings LLC, a Delaware limited liability
company (“Parent”), the Borrower, certain other subsidiaries of the Parent,
the lenders from time to time partv thereto (the “Prepetition Lenders”) and
Fortress Credit Corp., as administrative agent and as collateral agent
(the “Prepetition Agent” and. together with the Prepetition Lenders,
the “Prepetition Secured Parties”).
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 91 of 124

Execution Version

DIP Facility.1 A superpriority debtor-in-possession multi-draw new money term loan credit
facility (the “DIP Facility” and the obligations thereunder, the “DIP
Obligations”), consisting of (a) new money commitments in an aggregate
principal amount of up to $100 million (the “DIP Term Loan Commitments”
and the loans pursuant thereto, the “DIP Term Loans”), of which up to $($40
million] of the DIP Term Loan Commitments shall be funded upon entry of
the interim order approving the DIP Facility, which order shall be reasonably
satisfactory to the Required DIP Lenders (as defined below) (the “Interim
Order”), and the remainder of the DIP Term Loan Commitments being
funded upon or following entry of the final order approving the DIP Facility,
which order shall be reasonably satisfactory to the Required DIP Lenders
(the “Final Order”), (b) upon entry of the Interim Order, a deemed term loan
“roll-up” of Prepetition Loans held by the DIP Lenders (or their affiliates) on
a pro rata basis according to their term loan holdings under the DIP Facility,
in a ratio of 1.75:1 of the DIP Term Loans advanced during the interim period
upon each draw under the DIP Facility (the “Interim Roll-Up”), and (c) upon
or following entry of the Final Order, a deemed term loan “roll-up” of
Prepetition Loans held by the DIP Lenders (or their affiliates) on a pro rata
basis according to their term loan holdings under the DIP Facility, in a ratio
of 1.75:1 of the DIP Term Loans advanced upon each draw under the DIP
Facility (together with the Interim Roll-Up. the “Roll-Up Loan” and.
collectively with the DIP Term Loan, the “DIP Loans”).

The DIP Facility will be available to the Borrower in at least two draws;
provided that, for the avoidance of doubt, all such draws shall be made in
accordance with the Approved Budget (subject to permitted variances).

DIP Lenders'. Certain Prepetition Lenders who elect to provide DIP financing (the “DIP
Lenders”). The Prepetition Lenders (or their affiliates) will be offered the
right to participate in the DIP Facility pro rata with their holdings under the
Prepetition Credit Agreement.

DIP Agent. Fortress Credit Corp., a Delaware corporation (in such capacity, the “DIP
Agent” and. together with the DIP Lenders, the “DIP Secured Parties”).

Interest Rate. Adjusted Term SOFR + 10.5% per annum on the DIP Term Loan, paid in
cash.

Adjusted Term SOFR + 10.5% per annum on the Roll-Up Loan, paid in kind.

Security and Priority. The DIP Secured Parties shall be granted, pursuant to sections 364(c)(2),
364(c)(3) and 364(d)(1) of the Bankruptcy Code, continuing, valid, binding,
enforceable, non-avoidable, and automatically perfected, post-petition
security interests and priming liens (the “DIP Liens”) on all tangible,
intangible, real and personal property of the Loan Parties (including, without
limitation, all prepetition and post-petition property and assets of the Loan
Parties and all equity interests owned by the Loan Parties), and all other

1 The parties agree that they will work together to include appropriate language in the DIP Documentation relating
to the Debtor’s Canadian operations which, in any event, will be in form and substance satisfactory to the DIP
Agent.
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 92 of 124

Execution Version

property of the Loan Parties of whatever kind, nature or description, whether

acquired or created prepetition or post-petition to secure the DIP Obligations,
and the proceeds of each of the foregoing (including, without limitation,
proceeds from the disposition of real property, including non-residential
leaseholds) (the “DIP Collateral”).

The DIP Liens shall be subject only to (i) the Carve-Out (as defined below),
and (ii) validly perfected and non-avoidable hens existing as of the Petition
Date to which the liens securing the obligations under the Prepetition Credit
Agreement were subject and which hens are listed on a schedule to the DIP
Credit Agreement (as defined below) (“Prepetition Permitted Liens”).

Notwithstanding the foregoing, the DIP Liens shall not extend to, and the
DIP Collateral shall not consist of, avoidance actions brought pursuant to
Chapter 5 of the Bankruptcy Code or applicable state law equivalents, but
shall include the proceeds therefrom subject to entry of the Final Order.

Upon entry of the Interim Order and the Final Order and subject to the Carve-
Out, all DIP Obligations shall also constitute allowed superpriority
administrative expense claims (the “Superprioritv Claims”) in the
Bankruptcy Cases and, subject to entry of the Final Order, shall have priority
over all other claims and administrative expenses of the kind specified in
sections 503(b) and 507(b) of the Bankruptcy Code.

Carve-Out'. The Carve-Out shall be, collectively, (a) all fees required to be paid to the
Clerk of the Bankruptcy Court and to the Office of the United States Trustee
(the “U.S. Trustee”) pursuant to 28 U.S.C. § 1930(a) plus interest at the
statutory rate, if any, pursuant to 31 U.S.C § 3717 (without regard to the
Carve-Out Trigger Notice (as defined below)), (b) reasonable fees and
expenses incurred by a trustee and payable under section 726(b) of the
Bankruptcy Code in an aggregate amount not to exceed $50,000 (without
regard to the Carve-Out Trigger Notice), and (c) to the extent allowed at any
time, all unpaid fees and expenses of the professionals retained by the
Debtors and, subject to amounts set forth in the Approved Budget, any
official committee of unsecured creditors (the “UCC”) appointed in the
Bankruptcy Cases, that (i) are incurred on or prior to the third business day
succeeding the date of delivery of the Carve-Out Trigger Notice, or (ii) are
incurred after the third business day succeeding the date of delivery of a
Carve-Out Trigger Notice, subject to an aggregate cap of $[750,000] for the
Debtors’ professionals and a separate aggregate cap of $[150,000] for the
UCC’s professionals (the “Carve-Out”).

Contemporaneously with the initial funding of the DIP Term Loans, the
Debtors will transfer cash proceeds from the DIP Facility in an amount equal
to the total budgeted weekly fees and expenses incurred by the Debtors’
retained professionals for the first two weekly periods set forth in the
Approved Budget (as defined below) and thereafter on a weekly basis until
receipt of a Carve-Out Trigger Notice, in each case, excluding any success
or other transaction fees of any investment banker or financial advisor of the
Debtors, into an escrow account with [•] (the “Professional Fee Reserve”).
Amounts funded into the Professional Fee Reserve shall be considered used
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 93 of 124

Execution Version

by the Debtors at such time as they are deposited into the Professional Fee
Reserve for distribution to professionals in accordance with orders of the
Bankruptcy Court. Any amounts remaining in the Professional Fee Reserve
after payment of allowed fees and expenses shall be DIP Collateral. The
Professional Fee Reserve shall not constitute a cap on the professional fees
included in the Carve-Out.

“Carve-Out Trieecr Notice” shall mean a written notice delivered bv the DIP
Agent to the Debtors’ lead counsel, the U.S. Trustee, and lead counsel to the
UCC, which notice may only be delivered following the occurrence and
during the continuation of an event of default under the DIP Facility.

Maturity Date'. The earliest to occur of (a) the date that is 120 days after the Petition Date,
(b) the date that is 30 days following the date of entry of the Interim Order if
the Final Order has not been entered by the Bankruptcy Court on or prior to
such date, (c) the date a sale of all or substantially all of the assets of the
Debtors, taken as a whole, under section 363 of the Bankruptcy Code is
consummated, (d) the effective date of a plan of reorganization, and (e) the
date the DIP Obligations are accelerated pursuant to the terms of the DIP
Facility (such earliest date, the “Maturitv Date”).

Amortization'. None.

Fees and Expenses'. (i) An agent fee of $100,000 (the “Agent Fee”); and (ii) an upfront fee of
1.0% on the principal amount of DIP Term Loan Commitments (the “Upfront
Fee”). The Agent Fee shall be fully earned upon entry of the Interim Order
and netted against the initial draw on the effective date of the DIP Facility.
The Upfront Fee shall be approved upon entry of the Interim Order and netted
against the initial draw on the effective date of the DIP Facility.

The Debtors shall reimburse the DIP Agent and the DIP Lenders for all
reasonable and documented out-of-pocket costs and expenses, including
legal fees of the DIP Agent and the DIP Lenders, financial advisor fees, and
other similar fees, costs and expenses incurred in connection with the DIP
Facility and the Bankruptcy Cases, including, without limitation, the
reasonable and documented fees and expenses of (a) counsel to the DIP
Agent and the DIP Lenders (taken as a whole), (b) specialty or local counsel
to the DIP Agent and the DIP Lenders (taken as a whole) in each relevant
jurisdiction and (c) in the case of an actual or perceived conflict of interest
with respect to any of the foregoing counsel, one additional counsel to each
group of affected Lenders similarly situated and taken as a whole.

Prepayment Premiums, An exit fee of 3.0% on the principal amount of DIP Term Loan Commitments
Back-End Fees, Exit or (the “Exit Fee”). The Exit Fee shall be fully earned upon entry of the Interim
Similar Fees'. Order and payable in full upon the earliest to occur of (a) the payment in full
of the DIP Loans, (b) the acceleration of the DIP Obligations and (c) the
Maturity Date.

Conditions to Effective The effectiveness of the DIP Term Loan Commitments and the applicable
Date'. DIP Documentation (as defined below) shall be conditioned upon the
satisfaction (or waiver by the Required DIP Lenders in their sole discretion)
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 94 of 124

Execution Version

of the conditions precedent set forth below (the date on which such
conditions have been satisfied or waived, the “Effective Date”):

(a) The Petition Date shall have occurred.

(b) The Interim Order shall have been entered.

(c) The Asset Purchase Agreement shall have been executed and the
Sale Motion (each as defined in the Restructuring Support
Agreement) shall have been filed.

(d) No trustee under chapter 7 or chapter 11 shall have been appointed

in the Bankruptcy Cases.

(e) All Milestones (as defined below) required to be satisfied on or prior

to the Effective Date shall have been satisfied (unless waived or
extended by the Required DIP Lenders).

(f) The DIP Agent shall have received, and the Required DIP Lenders
shall have approved of, the Initial Budget (as defined below).

(g) Each of the representations and warranties contained in the

DIP Documentation shall be true and correct in all material respects
on and as of the Effective Date (other than any such representations
and warranties that are made as of a specific date, which shall be true
and correct in all material respects as of such date) (without
duplication of any materiality qualifiers with respect to any such
representation or warranty already qualified by materiality or
Material Adverse Effect (as defined below)).

(h) The DIP Agent shall have received counterparts of the DIP
Documentation signed by the Loan Parties and the DIP Lenders.

(i) The DIP Agent shall have received copies of organizational

documents, certificates of good standing and resolutions with respect
to each Loan Party and certifications with respect thereto.

(j) The DIP Agent shall have received favorable opinions from counsel
to the Debtors, dated as of Effective Date, in form and substance
reasonably satisfactory to the DIP Agent.

(k) The DIP Agent shall have received a closing certificate, dated as of
the Effective Date, and signed by a responsible officer of the
Borrower, certifying as to satisfaction of the conditions precedent set
forth in clauses (c), (d) (f), (g), and (n) hereof.

(l) The DIP Agent shall have received at least three business days prior
to the Effective Date all documentation and other information
requested in writing by the DIP Agent at least 10 business days prior
to the Effective Date required under applicable “know-your-
Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 95 of 124

Execution Version

customer” and anti-money laundering rules and regulations,

including the USA PATRIOT Act.

(m) UCC financing statements against the Debtors suitable in form and
substance shall be in place in all places required by applicable law to
perfect or evidence of record the liens of the DIP Agent under the
DIP Documentation and/or the Interim Order, as first priority
priming liens (subject only to the Carve-Out and the Prepetition
Permitted Liens (if any)), in each case, in form and substance
satisfactory to the DIP Agent; provided, that the DIP Agent shall not
be required to file any financing statements, mortgages, notices of
hen or similar instruments in any jurisdiction or filing office or to
take any other action in order to validate or perfect the liens and
security interests granted by or pursuant to either or both (A) any
DIP Documentation and (B) either the Interim Order or the Final
Order.

(n) No default or event of default under the DIP Documentation shall

result from the execution of the DIP Documentation or use of the
loans made pursuant thereto.

(o) All filed first day pleadings or declarations in the Bankruptcy Cases
which relate to the DIP Facility shall be in form and substance
reasonably acceptable to the Required DIP Lenders, and all other
filed first day pleadings or declarations in the Bankruptcy Cases shall
not be inconsistent, in any material respect, with the terms of the DIP
Documentation.

(p) No trustee or examiner with enlarged powers (beyond those set forth
in Bankruptcy Code sections 1106(a)(3) and (4)) shall have been
appointed with respect to the Debtors or their respective properties.

(q) A cash management order reasonably acceptable to the Required

DIP Lenders shall be in full force and effect and shall not have been
reversed, vacated, stayed or subject to appeal, and shall not have
been amended, restated, amended and restated, supplemented or
otherwise modified without the prior written consent of the DIP
Agent.

(r) Upon entry of the Interim Order, the entry into, and performance
under, the DIP Documentation shall not violate any applicable law
and shall not be enjoined, temporarily, preliminarily or permanently.

(s) The Restructuring Support Agreement shall be in full force and

effect as to all parties thereto and shall not have been amended,
restated, amended and restated, supplemented or otherwise modified
in a manner adverse to the interests of the DIP Agent or the DIP
Lenders.
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 96 of 124

Execution Version

Borrowing Conditions'. The obligation of the DIP Lenders to fund DIP Term Loans shall be
conditioned upon the satisfaction (or waiver by the Required DIP Lenders in
their sole discretion) of the conditions precedent set forth below:

(a) The Effective Date shall have occurred (or, substantially concurrently
with such borrowing of DIP Term Loans, shall occur).

(b) The DIP Agent shall have received a customary notice of borrowing
with respect to the requested DIP Term Loans.

(c) Each of the representations and warranties contained in the DIP

Documentation shall be true and correct in all material respects on and
as of the date of such borrowing (other than any such representations
and warranties that are made as of a specific date, which shall be true
and correct in all material respects as of such date) (without duplication
of any materiality qualifiers with respect to any such representation or
warranty already qualified by materiality or Material Adverse Effect).

(d) No default or event of default under the DIP Documentation shall have
occurred and be continuing.

(e) The Bankruptcy Cases shall not have been dismissed or converted under
chapter 7 of the Bankruptcy Code.

(f) No trustee under chapter 7 or chapter 11 shall have been appointed in

the Bankruptcy Cases.

(g) All Milestones required to be satisfied on or prior to such borrowing

date shall have been satisfied (unless waived or extended by the
Required DIP Lenders).

(h) With respect to the DIP Term Loan Commitments being made available
upon entry of the Final Order (the period during which such DIP Term
Loan Commitments are being made available, hereinafter referred to as
the “Final Availability Period”), the entrv of the Final Order shall have
occurred.

(i) During the Final Availability Period, the Final Order and cash
management order reasonably acceptable to the Required DIP Lenders
shall be in full force and effect and, with respect to each, shall not have
been reversed, vacated, stayed or subject to appeal, and shall not have
been amended, restated, amended and restated, supplemented or
otherwise modified without the prior written consent of the DIP Agent.

(j) The Debtors shall be in compliance with the Interim Order and the Final
Order, as applicable.

(k) On each Updated Budget Delivery Date, the DIP Agent shall have
received, and the Required DIP Lenders shall have approved, the
relevant Updated Budget (as defined below), and such Updated Budget
shall be in full force and effect and the making of any DIP Term Loans
 Case 6:24-bk-02486-GER Doc 6 Filed 05/19/24 Page 97 of 124

Execution Version

on the applicable borrowing date shall be in accordance with the

Approved Budget.

Material Adverse Effect. “Material Adverse Effect” means a material adverse effect on anv of (a) the
operations, assets, liabilities, or condition (financial or otherwise) of the Loan
Parties taken as a whole, (b) the ability of the Loan Parties taken as a whole
to perform any of their obligations under the DIP Documentation to which
they are a party, (c)the legality, validity or enforceability of the DIP
Documentation, (d) the rights and remedies (taken as a whole) of the DIP
Agent or any DIP Lender under the DIP Documentation or (e) the validity,
enforceability or priority of the liens purported to be created by the DIP
Documentation or the Interim Order or Pinal Order, as applicable; provided
that, solely for purposes of clause (a) above, (i) the effect of the filing of the
Bankruptcy Cases and the events and conditions related to and/or leading up
thereto and/or typically resulting from the filing of cases under chapter 11 of
the Bankruptcy Code, (ii) any actions required to be taken under the DIP
Documentation, the Interim Order or the Final Order, (iii^ny matters
disclosed in the DIP Documentation (including any schedules thereto and
any disclosure letter) and/or publicly disclosed in any first day pleadings or
declarations in the Bankruptcy Cases, and (iv) any matters that affect the
restaurant industry generally and that are not disproportionately adverse to
the Loan Parties, in each case, shall be disregarded in determining whether a
“Material Adverse Effect” has occurred.

Approved Budget On or prior to the Effective Date, the Debtors shall prepare and deliver to the
DIP Agent a 13-week cash flow forecast beginning with the week which
includes the Petition Date through the thirteenth week thereafter showing
anticipated receipts and disbursements in form and substance acceptable to
the Required DIP Lenders (the “Initial Budget”).

After the Effective Date, on the first Friday of each fiscal month,
commencing with the first Friday of the first full fiscal month ending after
the Effective Date (each such date, an “Updated Budget Deliverv Date”), the
Debtors shall deliver to the DIP Agent a 13-week cash flow forecast
beginning with the week immediately preceding such Updated Budget
Deliverv Date (each, an “Updated Budget”), in form substantiallv consistent
with the Initial Budget (or otherwise reasonably acceptable to the Required
DIP Lenders) and in substance acceptable to the Required DIP Lenders.
Upon (and subject to) the acceptance by the Required DIP Lenders of any
Updated Budget, such Updated Budget shall constitute the Approved Budget
(as defined below).

“Approved Budget” means, initiallv. the Initial Budget, and. thereafter, the
most recent Updated Budget accepted by the Required DIP Lenders.

Budget Variance After the Effective Date, the Debtors shall deliver to the DIP Agent, on the
Report Friday of every week, commencing with the Friday of the third full calendar
week ending after the Petition Date, (each such date, a “Weeklv Budget
Variance Report Date”) a Weekly Budget Variance Report (as defined
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below) for the applicable Weekly Budget Variance Report Period (as defined
below).

“Weekly Budget Variance Report” means, for any Weekly Budget Variance
Report Period, a weekly variance report comparing for such Weekly Budget
Variance Report Period the actual results against anticipated results under the
Approved Budget, on an aggregate basis and in the same level of detail set
forth in the applicable Approved Budget.

“Weekly Budget Variance Report Period” means the fiscal month to date
period ending each Friday of the weeks preceding the applicable Budget
Variance Test Date (with initial partial periods as appropriate).

“Fiscal Month Budget Variance Report” (and together with the Weeklv
Budget Variance Report, the “Budget Variance Reports”) means, for anv
Budget Variance Test Period (as defined below), a variance report comparing
for such Budget Variance Test Period (as defined below) the actual results
against anticipated results under the Approved Budget, on an aggregate basis
and in the same level of detail set forth in the applicable Approved Budget.

“Budget Variance Test Period” means, beginning with the Budget Variance
Test Date occurring on June 28, 2024, the fiscal monthly periods as follows:

1. Five-week period ending June 28, 2024;

2. Four-week period ending July 26, 2024;

3. Four-week period ending August 23, 2024; and

4. Five-week period ending September 27, 2024.

“Budget Variance Test Date” shall mean the following dates: June 28. 2024;
July 26, 2024; August 23, 2024; and September 27, 2024.

Budget Variance After the Effective Date, the Budget Variance Financial Covenant shall be
Financial Covenant. tested for each Budget Variance Test Period. Within five (5) business days
of the Budget Variance Test Date, the Debtors shall deliver to the DIP Agent
a Fiscal Month Budget Variance Report.

On each Budget Variance Test Date while any DIP Term Loans remain
outstanding, the Borrower shall not permit:

(a) cumulative actual disbursements for such Budget Variance Test Period
(excluding (i) estate professional fees and U.S. Trustee fees and (ii) fees
and expenses payable to the DIP Agent’s professionals under the DIP
Documentation) to be greater than (A) for the first two Budget Variance
Test Periods, 115% of the forecasted total disbursements (other than
professional fee disbursements) for such Budget Variance Test Period
in the applicable Approved Budget and (B) for each Budget Variance
Test Period thereafter, 110% of the forecasted total disbursements for
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such Budget Variance Test Period in the applicable Approved Budget;

and

(b) cumulative actual receipts for such Budget Variance Test Period to be
less than (i) for the first two Budget Variance Test Periods, 85% of the
forecasted total receipts for such Budget Variance Test Period in the
applicable Approved Budget and (ii) for each Budget Variance Test
Period thereafter, 90% of the forecasted total receipts for such Budget
Variance Test Period in the applicable Approved Budget.

Milestones'. The DIP Documentation shall require the Debtors to satisfy the milestones
(the “Milestones”) set forth in the Restructuring Support Agreement that
occur on or after the Petition Date.

363 Credit Bid. The Interim Order shall provide that the DIP Agent, at the direction of the
Required DIP Lenders and on behalf of the DIP Lenders, shall be permitted
to credit bid, pursuant and subject to section 363(k) of the Bankruptcy Code
or applicable law, the DIP Term Loan in connection with any sale or
disposition of assets in the Bankruptcy Cases. The Final Order shall provide
that the DIP Agent, at the direction of the Required DIP Lenders and on
behalf of the DIP Lenders, shall be permitted to credit bid (pursuant to
section 363(k) of the Bankruptcy Code or applicable law) the DIP Term
Loans and, subject to the expiration of any challenge period, the Roll-Up
Loans and any Prepetition Loans held by the DIP Lenders in connection with
any sale or disposition of assets in the Bankruptcy Cases and shall not be
prohibited from making such credit bid “for cause” under section 363(k) of
the Bankruptcy Code. The Debtors will stipulate to the validity of the
Prenetition Loans (the “Debtor Stipulation”).

Use ofProceeds'. Proceeds of the DIP Term Loans will be used in compliance with the terms
of the Approved Budget (subject to permitted variances) (a) to repay the
obligations under that certain Credit Agreement, dated as of January 22,
2021, by and among Wells Fargo Bank, National Association, as agent, Red
Lobster Intermediate Holdings LLC and Red Lobster Management LLC, as
borrowers, and the lenders from time to time party thereto, in full (including
cash collateralization of letters of credit issued thereunder), (b) to pay
transaction costs, fees and expenses that are incurred in connection with the
DIP Facility, (c) to pay professional fees of the Debtors and their estates and
the UCC, (d) for working capital and other general corporate purposes
permitted by the DIP Documentation, and (e) if necessary, to fund the
Excluded Cash Amount (as defined in the APA) for purposes of satisfying
Post-Sale Expenses (as defined in the APA) subject to the Interim Order or
Final Order, as applicable.

The deemed proceeds of the Roll-Up Loans shall be used to refinance an

equal amount of the Prepetition Loans held by the DIP Lenders (or their
affiliates) reducing the amount of the “Obligations” (as defined in the
Prepetition Credit Agreement) by such amount.

Challenge Period The Interim Order provides for a challenge period as follows: for all parties
in interest, including the UCC (if appointed), the earlier of (i) sixty (60)
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calendar days after the Petition Date and (ii) the date established by the Court
for the submission of Qualified Bids (as defined in the Stalking Horse Term
Sheet) to purchase the Debtors’ assets (the “Challenge Period”); provided,
that the Challenge Period may be extended with respect to a particular party
with the written consent of the Prepetition Agent.

A “Challenge” means any challenge to the findings set forth in the Interim
Order or any stipulation contained in the Debtor Stipulation, including but
not limited to, those in relation to (i) the amount, validity, extent, priority, or
perfection of the mortgage, security interests, and hens of the Prepetition
Agent with respect to prepetition collateral; (ii) the validity, allowability and
priority of the Obligations (as defined in the Prepetition Credit Agreement);
and (iii) any releases set forth or agreed to pursuant to the DIP
Documentation (each, a “Challenge”);

Adequate Protection'. As adequate protection for any diminution in the value of the interests of the
Prepetition Secured Parties in their prepetition collateral resulting from the
use of cash collateral or otherwise, the Debtors shall grant to the Prepetition
Secured Parties:

(a) subject to (i) the Carve-Out and (ii) the Prepetition Permitted Liens (if
any), replacement liens and second priority liens (as applicable) on the
DIP Collateral with the priorities set forth above;

(b) superpriority administrative expense claims that shall be junior to the

Superpriority Claims of the DIP Secured Parties and the Carve-Out;
provided that the superprioritv administrative expense claims have
recourse to all DIP Collateral;

(c) payment of reasonable and documented fees and out-of-pocket costs and
expenses of the Prepetition Secured Parties (including legal fees of
counsel to the Prepetition Secured Parties); and

(d) interest pursuant to section 506(b) of the Bankruptcy Code.

Documentation'. The DIP Facility will be documented pursuant to a DIP credit agreement to
be entered into among the DIP Secured Parties and the Guarantors (the “DIP
Credit Agreement”), which shall contain:

(a) representations and warranties (to be applicable to the Loan Parties and
their subsidiaries) in form and substance consistent with the Prepetition
Credit Agreement, subject, where applicable, to qualifications
(including knowledge qualifiers), applicable legal reservations and
qualifications, and limitations for materiality to be provided in the DIP
Credit Agreement (including as to a Material Adverse Effect standard),
in each case, to be mutually agreed by the Required DIP Lenders and
the Borrower, including the following: organization and existence;
power and authority; authorization; execution, delivery and
enforceability of the DIP Documentation; no conflicts of the DIP
Documentation with applicable law, organizational documents or
material contractual obligations; capitalization of subsidiaries as of the
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Effective Date; no material litigation; financial statements; no Material

Adverse Effect; the Initial Budget and each Approved Budget;
compliance with applicable laws and regulations, material consents and
approvals; ERISA; payment of taxes; margin regulations; nature of
business; compliance with permits; ownership of property; delivery of
true and accurate copies of all leases and material contracts and
summary of status of the same; representation that no mortgaged or
leased property is in a flood hazard zone; employee and labor matters;
environmental matters; insurance; use of proceeds; intellectual property;
inapplicability of the Investment Company Act of 1940; sanctions, anti­
bribery, anti-corruption laws and anti-money laundering laws (including
FCPA, OFAC and the USA PATRIOT Act); accuracy of disclosure as
of the Effective Date; and certain bankruptcy matters (including as to
the Interim Order and the Final Order);

(b) affirmative covenants (to be applicable to the Loan Parties and their
subsidiaries) in form and substance substantially consistent with the
Prepetition Credit Agreement, including to the following: delivery of
financial statements and reports, Approved Budgets and Budget
Variance Reports; delivery of any new leases and notice of status of a
change in the status of any lease; delivery of certificates, notices and
other material information (including notices of default, litigation,
ERISA events, Material Adverse Effect, any party seeking relief from
the automatic stay other than as expressly permitted in the Interim Order
or Final Order, as applicable); compliance with applicable laws and
regulations (including environmental laws); payment of taxes; use of
proceeds; preservation of existence; visitation and inspection rights;
keeping of books and records; maintenance of properties and insurance
coverage; covenants to guarantee obligations and give security; delivery
of an Approved Budget (and supplements thereto); in advance of filing
with the Bankruptcy Court or delivery thereof to a committee appointed
in the Bankruptcy Cases, delivery to the DIP Agent of the Final Order
and, in addition, other material proposed orders and pleadings that may
be adverse to the DIP Agent or the DIP Lenders or inconsistent with the
Approved Budget or terms of the DIP Documentation; delivery of all
material written reports and presentations delivered by or on behalf of
any Debtor to any party in interest of the Bankruptcy Cases; post-closing
covenants; satisfaction of Milestones; compliance with the Interim
Order, Final Order and all other orders and requirements issued by the
Bankruptcy Court; continued engagement of a financial advisor
reasonably satisfactory to the DIP Agent; support and use of
commercially reasonable efforts to pursue the transactions contemplated
pursuant to the Restructuring Support Agreement on the terms and in
accordance with the Milestones, including cooperation with the DIP
Lenders to obtain necessary Bankruptcy Court approvals; repatriation
of cash; and further assurances, subject, where applicable, in the case of
each of the foregoing covenants, to thresholds, exceptions and
qualifications to be mutually agreed by the Required DIP Lenders and
the Borrower;
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(c) negative covenants in form and substance substantially consistent with

the Prepetition Credit Agreement, subject to thresholds, exceptions and
qualifications, in each case, to be mutually agreed by the Required DIP
Lenders and the Borrower, including limitations with respect to the
following: liens (provided that, for the avoidance of doubt, all liens will
at all times be junior and subordinate to the hens granted under the DIP
Documentation (other than the Carve-Out and the Prepetition Permitted
Liens (if any)); indebtedness; fundamental changes and dispositions;
changes in the nature of the Debtors’ business; investments, loans and
other disbursements (including that no disbursement shall be permitted
unless it is set forth in the Approved Budget); sale and leaseback
transactions; capital expenditures; restricted payments; federal reserve
regulations; transactions with affiliates; dividends and other payments;
negative pledges; modifications of indebtedness, organizational
documents and certain other agreements; actions that would require any
Debtor to become subject to the registration requirements of the
Investment Company Act of 1940; actions relating to ERISA; actions
breaching environmental laws; changes to the Debtors’ accounting
methods; anti-money laundering laws; the transfer of ownership of
liquor licenses; and certain actions relating to the Bankruptcy Cases and
transactions described in the Restructuring Support Agreement;

(d) indemnification, events of default and remedies in form and substance

consistent with the Prepetition Credit Agreement (with such
modifications as are (i) set forth herein, and (ii) usual and customary for
DIP financings of this type);

it being agreed that the DIP Documentation shall not include any financial
covenants other than as expressly set forth above under the heading “Budget
Variance Financial Covenant”.

The other definitive documentation with respect to the DIP Facility (together
with the DIP Credit Agreement, collectivelv. the “DIP Documentation”),
such as transaction documents, subordination agreements, intercreditor
agreements, and other material agreements, shall be, in each case, usual and
customary for DIP financings of this type and in form and substance
substantially similar to the applicable documents entered into in connection
with the Prepetition Credit Agreement.

The consent of the Required DIP Lenders will be required to make

amendments to the DIP Credit Agreement; provided that (a) certain
provisions customary and usual for debtor-in-possession financings of this
type shall require the approval of all DIP Lenders or all DIP Lenders directly
affected thereby and (b) a waiver of any condition to the borrowing of DIP
Term Loans shall be subject solely to the consent of DIP Lenders holding
unused DIP Term Loan Commitments representing more than 50.01% of the
sum of the unused DIP Term Loan Commitments at such time, excluding any
unused DIP Term Loan Commitments held by defaulting lenders.

The definition of “Required DIP Lenders”, “required lenders” or any

equivalent terms in the DIP Facility shall refer to DIP Lenders holding
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outstanding DIP Term Loans and unused DIP Term Loan Commitments
representing at least 50.1% of the outstanding DIP Term Loans and unused
DIP Term Loan Commitments (excluding any outstanding DIP Term Loans
and unused DIP Term Loan Commitments held by defaulting lenders);
provided that, solely for the purposes of directing the DIP Agent to credit bid
on behalf of the DIP Lenders the DIP Term Loan, the Roll-Up Loans and any
Prepetition Loans held by the DIP Lenders, as applicable, in connection with
any sale or disposition of assets in the Bankruptcy Cases, “Required DIP
Lenders”, “required lenders” or any equivalent terms in the DIP Facility shall
include at least two (2) DIP Lenders who are not affiliates or related funds of
one another.

Governing Law. State of New York, except as governed by the Bankruptcy Code.
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Exhibit B

Stalking Horse Term Sheet

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Red Lobster Management LLC - Stalking Horse Term Sheet1

THIS NON-BINDING SUMMARY OF TERMS AND CONDITIONS (THIS “STALKING HORSE

TERM SHEET'') SETS FORTH THE PRINCIPAL TERMS OF A PROPOSED SALE TRANSACTION
(THE “SALE") BETWEEN THE PARTIES DESCRIBED HEREIN. THIS STALKING HORSE TERM
SHEET DOES NOT CONSTITUTE AN OFFER OR A LEGALLY BINDING OBLIGATION OF THE
COMPANY, ITS AFFILIATES, THE LENDERS, OR THE DIP LENDERS, OR ANY OTHER PARTY
IN INTEREST AND NO LEGALLY BINDING OBLIGATION WILL EXIST UNLESS AND UNTIL
DEFINITIVE DOCUMENTS ARE EXECUTED BY AND AMONG THE APPROPRIATE PARTIES.
THIS STALKING HORSE TERM SHEET IS ENTITLED TO PROTECTION FROM ANY USE OR
DISCLOSURE PURSUANT TO FEDERAL RULE OF EVIDENCE 408 AND ANY OTHER RULE
OF SIMILAR IMPORT. CAPITALIZED TERMS USED HEREIN BUT NOT OTHERWISE
DEFINED SHALL HAVE THE MEANING ASCRIBED TO THEM LATER IN THIS STALKING
HORSE TERM SHEET.2

Sellers Red Lobster Management LLC (the “Comoanv”) and its direct and indirect
subsidiaries and affiliates that are debtors in bankmotcv cases (the “Chanter 11
Cases”) commenced by the Company under chapter 11 of the United States
Bankruotcv Code. 11 U.S.C. §§ 101. et sea. (the “Bankmotcv Code”) in the
United States Bankruptcy Court for the Middle District of Florida (the
“Bankruotcv Court”) and including those borrowers or guarantors under (a) that
certain Financing Agreement, dated as of January 22, 2021 (as previously
amended, amended and restated, supplemented or otherwise modified, including
pursuant to that certain Amendment No. 1 to the Financing Agreement dated as
of September 22, 2022 and that certain Amendment No. 2 to the Financing
Agreement, dated as of February 29. 2024. the “Preoetition Credit Agreement”,
and the loans thereunder, the “Preoetition Loans”), bv and among Red Lobster
Intermediate Holdings LLC (“RL Intermediate”), the Comoanv. each subsidiary
of RL Intermediate from time to time party thereto, the lenders from time to time
oartv thereto (the “Preoetition Lenders”) and Fortress Credit Coro., as
administrative agent (in such caoacitv. the “Preoetition Agent” and. together with
the Preoetition Lenders, the “Preoetition Secured Parties”), and (b) the DIP
Facility (as defined in the DIP Term Sheet, and the loans pursuant thereto,
the “DIP Loans”), orovided bv the lenders from time to time oartv thereto (the
“DIP Lenders”) to the Comoany. as a debtor and a debtor-in-oossession
(collectively, the “Sellers”).

Purchaser RL Parent Holdings LLC, a newly formed entity organized and controlled by the
DIP Lenders (the “Purchaser”). The APA will orovide that such agreement (and
the Purchaser’s rights thereunder) shall be freely assignable by Purchaser to
affiliates thereof.
Purchase Price The aggregate consideration for the Purchased Assets (the “Purchase Price”) shall
consist of: (a) a credit bid of 100% of the DIP Loans pursuant to section 363(k)
of the Bankruotcv Code (the “Credit Bid Amount”); (b) assumotion of the
Assumed Liabilities and (c) the Excluded Cash (which shall remain with the
Sellers at Closing).

1 Note to Draft: Subject to review by Canadian counsel.

2 For purpose hereof, “Interim Order” and “Final Order” have the meanings ascribed to those terms in the DIP Term
Sheet.
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Purchased Assets The “Purchased Assets” shall include substantially all of the assets of the Sellers,
free and clear of all liens, claims, interests and encumbrances to the fullest extent
permitted by Section 363 of the Bankruptcy Code and/or other applicable law,
other than the Excluded Assets, as shall be more fully set forth in the APA,
including:

(i) all cash, cash equivalents, prepayments (including all prepayments

made to third party vendors), deferred assets, refunds, credits or
overpayments, in each case, except for the Excluded Cash (defined
below);

(ii) all accounts receivable of the Sellers (including, without limitation,

credit card receivables, funds in transit, deposits and other receivables
from third party delivery services (e.g., Grubhub and DoorDash),
franchisee royalty and other payments/fees, allowances due from
landlords with respect to the Assigned Leases (as defined below), etc.);

(iii) all inventory of the Sellers;

(iv) to the extent transferable pursuant to applicable law, all insurance

policies of Sellers and any claims thereunder to the extent such policies
relate to the operation of the Sellers’ business or to any Assumed
Liabilities, other than any Excluded Insurance Policy, provided, that to
the extent any insurance policies of Sellers cover any excluded liabilities
of Sellers, including, without limitation, tort liabilities, operational
liabilities, and environmental liabilities, such policies must be made
available to satisfy bona fide claims of any third party that are covered
by such insmance policies;

(v) those unexpired leases specifically designated by Purchaser at least

three (3) days prior to the Auction (the “Assigned Leases”);

(vi) those executory contracts specifically designated by the Purchaser at

least three (3) days prior to the Auction (“Assigned Contracts”);

(vii) to the extent transferable, any security deposits held by counterparties

to Assigned Leases and Assigned Contracts;

(viii) all furniture, fixtures, equipment (including cooking and food storage
equipment), marketing materials and other personal property used in the
operations of the Sellers, including, to the extent transferable, all rights
to any software used in any computer equipment;

(ix) all merchandise and other personal property used in the operations of
the Sellers;

(x) to the extent transferable pursuant to applicable law, all permits required
for Sellers to conduct business as currently conducted or for the
ownership, operation, use, maintenance or repair of any of the
Purchased Assets, including, without limitation, alcohol and liquor
licenses;

(xi) all books and records of the Sellers, other than the Excluded Books and
Records, provided that Purchaser will provide the Sellers with
reasonable access to books and records for the purposes of conducting
any “wind-down” activities post-closing;
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(xii) all intellectual property of the Sellers;

(xiii) all general intangibles associated with the Sellers’ business;

(xiv) all guarantees, representations, warranties and indemnities associated

with the operation of the business to the extent related to any Purchased
Assets or any Assumed Liabilities;

(xv) all claims, causes of action, choses in action, rights of recovery, rights
of set off and rights of recoupment (including all Avoidance Actions),
other than counterclaims and defenses related to Excluded Assets and
any proceeds thereof;

(xvi) all prepayments, deposits, deferred assets, rights to refunds (including

pre and post-bankruptcy rights to tax refunds), credits, rights to recover
overpayments or other receivables, other than those related to Excluded
Assets;

(xvii) all owned real property held by Sellers, together with (to the extent of
such Seller’s interest therein) all improvements, facilities, fixtures,
equipment (including cooking and food storage equipment), and
appurtenances thereto and all rights in respect thereof and all servitudes,
easements, rights-of-way and other surface use agreements and water
use agreements, if any, related thereto;

(xviii) all tax returns of or with respect to any Purchased Asset and all records
(including working papers) related thereto, provided, that the Sellers and
any court-appointed chapter 7 trustee or other fiduciary charged with
winding up the affairs of the Sellers shall have reasonable access to any
tax returns and working papers, as applicable, upon prior written
request;

(xix) any funds owed to any Seller in connection with the Paycheck
Protection Program of the Coronavirus Aid, Relief and Economic
Security Act of 2020 or any other COVID-19 relief law (including
employee retention credits);

(xx) all rights in or under employee plans of Sellers which are specifically
set forth on a schedule to the APA to be provided by the Purchaser prior
to the Auction and thereby designated as “Assumed Employee Plans”
under the APA, if any;

(xxi) all rights under non-disclosure or confidentiality, non-compete or non­

solicitation agreements with employees and agents of any Seller or with
third parties; and

(xxii) all equity interests held by any Seller of any entity that is not a debtor,
which are specifically set forth on a schedule to the APA to be provided
by the Purchaser prior to the Auction, if any (collectively, the
“Purchased Equity Securities”).

For purposes hereof, “Auction” means the auction undertaken pursuant to the
Bidding Procedures Order.
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Excluded Assets The Purchased Assets shall not include the following assets (collectively, the
“Excluded Assets”):

(i) all books and records relating solely to Excluded Assets, the
organizational documentation and stock and minute books of the
Sellers, and any books and records or other documents that any Seller is
prohibited by applicable law or contract from delivering to Purchaser
(the “Excluded Books and Records”);

(ii) equity securities in any Seller or other entity, other than the Purchased
Equity Securities;

(iii) executory contracts and unexpired leases of the Sellers that are not
Assigned Leases or Assigned Contracts;

(iv) any confidential personnel or other records to the extent pertaining to

any current or former employee who is not a Transferred Employee;

(v) all equipment and other assets and items that are (a) owned by third
parties or (b) leased to any Seller or an affiliate thereof, or are not freely
assignable, saleable and transferable to the Purchaser, in each case,
pursuant to a contract or agreement that is not an Assigned Lease or an
Assigned Contract;

(vi) rights that accrue or will accrue to the Sellers under any of the
documents with respect to the Sale;

(vii) cash on hand and cash drawn under the DIP Facility (collectively, the
“Excluded Cash”), in an amount equal to (a) after taking into account
any amounts held by any Sellers or estate professionals, or any funds of
Sellers held in escrow or reserve with respect to the fees and expenses
of any estate professionals, an amount sufficient to satisfy the estimated
accrued professional fees and expenses of estate professionals as of the
Closing Date, but only to the extent that such fees of such estate
professionals are included in the Carve Out (as defined in the DIP Term
Sheet), plus (b) an amount sufficient to pay all Seller administrative
priority expenses that are accrued and unpaid as of the Closing Date in
the Bankruptcy Cases, but only to the extent such expenses are (1) not
Assumed Liabilities, (2) not professional fees or expenses, and (3) are
included in the Approved Budget (as defined in the DIP Term Sheet),
plus (c) an amount equal to $500,000 that will be used to fund the wind­
down expenses (collectively, the “Post-Sale Expenses”)3;

(viii) all director and officer insurance policies and any insurance policy (a)
related solely to any Excluded Asset, (b) required to cover claims or
expenses in the Chapter 11 Cases or (c) are required to be retained by
Sellers in connection with the wind-down of the Sellers’ bankruptcy
estate following the Closing (the “Excluded Insurance Policies”);

(ix) any employee benefit plan that is not an Assumed Employee Plan and
all assets of any such employee benefits plan, or any trust or other
funding vehicles with respect to any such employee benefit plan; and

3 Note to Draft: TSA budget to be discussed separately.

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(x) all guarantees, representations, warranties and indemnities to the extent

pertaining to any Excluded Asset or rights and defenses to the extent
pertaining to any Excluded Liability.

The Purchaser may revise the APA to add or remove Purchased Assets
(including, for the avoidance of doubt, any Assigned Lease or Assigned
Contract) and Excluded Assets with no effect on the Purchase Price at any time
prior to the Closing.
Assumed Liabilities/Excluded “Assumed Liabilities” shall include the following:
Liabilities

(i) all liabilities of the Sellers relating to, or arising in respect of, the
Purchased Assets arising out of or relating to (a) events, occurrences,
acts or omissions occurring or existing on or after the Closing Date or
(b) the operation of the Sellers’ business or the Purchased Assets by
Purchaser on or after the Closing Date;

(ii) all liabilities of the Sellers under any Assigned Leases and Assigned
Contracts (collectivelv. the “Purchased Contracts”), including amounts
not to exceed the aggregate amounts to be set forth on a schedule to be
agreed by Sellers and Purchaser prior to execution of the definitive
ourchase agreement (the “Cure Costs Can”) necessary to cure anv
defaults in connection with the assumption of any Purchased Contracts
(collectivelv. the “Cure Costs”);

(iii) all liabilities incurred after the Closing Date relating to the employment
or performance of services, termination of employment or services of
any Transferred Employee or any liabilities arising under each Assumed
Employee Plan after the Closing Date;

(iv) liabilities for gift cards or gift certificates issued by any Seller in the
ordinary course of business prior to the Closing Date;

(v) to the extent lawfully transferable, all obligations, commitments and

liabilities under any permits assigned to Purchaser pursuant to the Sale;

(vi) all liabilities with respect to transfer taxes arising in connection with the
Sale (the “Transfer Taxes”);

(vii) any and all costs and expenses necessary in connection with providing
“adequate assurance of future performance” with respect to the Purchase
Contracts (as contemplated by Section 365 of the Bankruptcy Code);

(viii) liabilities for post-petition accounts payable incurred in the ordinary

course of Sellers’ business; and

(ix) those liabilities to be mutually agreed and set forth on a schedule to the
APA.

All prepetition and postpetition liabilities of the Sellers, other than the Assumed
Liabilities, shall be “Excluded Liabilities.” including, without limitation:

(i) any liability of any Seller to the extent arising from any Excluded Asset;

(ii) any Cure Costs in excess of the Cure Costs Cap;

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(iii) all liabilities or indebtedness for borrowed money of the Sellers

(including any indebtedness or accounts payable owing from any Sellers
to any affiliate of the Sellers);

(iv) except for the Transfer Taxes, (a) all tax liabilities of the Sellers and (b)
all tax liabilities relating to the Purchased Assets attributable to a taxable
period (or portion thereof) ending on or before the Closing Date;

(v) all liabilities of Sellers or any of their predecessors or their respective

affiliates or ERISA Affiliates arising out of, relating to or with respect
to (a) the employment or performance of services, termination of
employment or services of any employee, or independent contractor or
any other person who has performed services for or on behalf of any
Seller or any of its affiliates on or before the close of business on the
Closing Date, including any liability resulting from or related to the
transactions contemplated hereby, any liability under the WARN Act or
similar state, local or foreign law, with respect to COBRA or similar
state, local or foreign law, (b) employment or labor liabilities accruing
either directly or indirectly against the Sellers or any of their affiliates
that relate to the period on or before the close of business on the Closing
Date, irrespective of whether such claims are made prior to or after the
Closing Date, and (c) all liabilities (including, without limitation, to the
IRS or United States Department of Labor, under ERISA or the Internal
Revenue Code, or otherwise) with respect to any employee benefit plan
(including all assets, trusts, insurance policies and administration
service contracts related thereto) sponsored, maintained or contributed
to by the Sellers or any of their respective affiliates or ERISA Affiliates,
or with respect to which any of them could have any liability (whether
current or contingent), in each case that is not an Assumed Employee
Plan;

(vi) all liabilities relating to claims arising from or related to the rejection of
a contract or lease pursuant to section 365 of the Bankruptcy Code,
including any administrative expense claims arising from the rejection
of contracts or leases previously assumed, unless such contract is a
Purchased Contract;

(vii) any tort liabilities of any Seller;

(viii) all liabilities relating to the CARES Act, including, without limitation,
any obligation with respect to deferred payroll taxes;

(ix) all environmental liabilities relating to, resulting from, caused by or

arising out of the ownership, operation or control of the Sellers’
business, to the extent accruing, arising out of or relating to events,
occurrences, acts or omissions occurring or existing prior to the Closing
Date (the “Excluded Environmental Liabilities”);

(x) all actions against each Seller, any of their respective assets, their
businesses and any of their past or present operations or activities
(except to the extent (and only to such extent that) such actions relate to
an Assumed Liability);
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(xi) any liability (whether arising before, on or after the Closing Date) with
respect to any employee or former employee of the Sellers who is not a
Transferred Employee;

(xii) all liabilities relating to claims for indemnification of any present or

former officer, director, employee, partner or member of any Seller
whether arising under bylaws, certificates of formation or other
formation documents, or contract arising prior to the Closing Date; and

(xiii) all accounts payable of any Seller (except to the extent expressly
assumed by Purchaser (subject to a mutually agreed cap) as a post­
petition payable).
Bid Procedures The Sellers shall file a motion (the “Sale Motion”) seeking an order of the
Bankrnotcv Court approving procedures (the “Bidding Procedures”) governing
the solicitation of bids for all or some portion of the assets of the Sellers and their
respective affiliates (the “Bidding Procedures Order”) and approving the Sale (the
“Sale Order'’) consistent with the following:

(i) Bidder Reauirements: A partv must submit the following documents to

be considered a “Oualified Bidder” and be allowed to participate in the
bidding process and receive access to conduct due diligence:

a. An executed confidentiality agreement on terms reasonably

acceptable to the Company and the Purchaser; and

b. Prior to the Auction, evidence by the bidder of its financial

capacity to close a proposed transaction.

(ii) Bid Deadline: A Oualified Bidder must, no later than 60 davs after
the Petition Date (the “Bid Deadline”), deliver a written and executed
copy of the form of APA, including a redline showing any changes
against such form, and other related Definitive Documents by which
the Qualified Bidder offers to purchase all or any portion of the Sellers’
assets at a purchase price and upon the terms and conditions set forth
therein and which provides, or otherwise complies with, the following
items (such offer, a “Oualified Bid”):

a. Constitutes a binding proposal to acquire all or some portion

of the assets of the Sellers and their affiliates and the
consideration to be paid;

b. Proposes a purchase price greater than the sum of (i) the

Purchase Price proposed by the Purchaser, and (ii)
$1,000,000;

c. Remains irrevocable until no earlier than 48 hours after the

entry of the Sale Order;

d. Is not subject to any break-up fee, transaction fee, termination

fee, or any similar type of payment or reimbursement unless
subject to court approval;

e. Is not subject to further due diligence or financing

contingencies; and
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f. Is accompanied by a good faith deposit in the amount of 10%

of the oronosed ourchase once (a “Good Faith Deposit”).

(iii) Credit Bidding: The Purchaser shall be considered a Qualified Bidder

and shall not be required to provide a Good Faith Deposit. Subject to
any limitations established by the Bankruptcy Court as a result of a
successful challenge, the Purchaser may participate in the Auction and
may, pursuant to section 363 (k) of the Bankruptcy Code, credit bid the
DIP Loans to acquire the Purchased Assets, which credit bid shall be
deemed a Qualified Bid. Purchaser shall not be prohibited from making
such credit bid “for cause” under section 363(k) of the Bankruptcy
Code.

(iv) Due Diligence: The Bidding Procedures shall oermit all Qualified
Bidders to participate in the diligence process, subject to customary
exceptions and for antitrust and other applicable law considerations.

(v) Sale Obiections Deadline: The deadline for filing an obiection to the
Sale to Purchaser shall be no later than 10 davs before the sale
hearing. If a timelv obiection is filed and not withdrawn or resolved,
then such objection will be considered at the sale hearing.

Auction: If more than one Qualified Bid is received bv the Bid

Deadline, then the Sellers shall conduct an Auction no later than 65
davs after the Petition Date.

(vi) Sale Hearing: The sale hearing will take olace no later than 70 davs
after the Petition Date.
(vii) Sale Order: The Bankruotcv Court shall have entered the Sale Order no
later than 70 davs after the Petition Date.
The Sale Motion. Bidding Procedures and Sale Order shall be in a form
and substance reasonablv acceptable to the Purchaser.
Milestones The Sellers shall run a sale process under section 363 of the Bankruptcy Code in
accordance with the Milestones (as defined in the RS A).

Closing Conditions The respective obligations of the Sellers and Purchaser to consummate the Sale
(the “Closing”, and the date of the Closing, the “Closing Date”) shall be subiect
to the satisfaction at or prior to the Closing Date of customary conditions,
including, without limitation, the following conditions:

(i) no temporary restraining order, preliminary or permanent injunction or

other order issued by a governmental authority preventing
consummation of the Sale shall be in effect;

(ii) no law shall be in effect which prohibits the transactions contemplated

by the Sale;

(iii) no default shall have occurred and be continuing under that certain
restructuring support agreement to be entered into between the
Company and the Consenting Lenders (the “RSA”);

(iv) no breach of Sellers’ or Purchaser’s covenants and accuracy of Sellers’

and Purchaser’s representations and warranties as of the Closing Date
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that would not reasonably be expected to have a material adverse

change (as customarily defined);

(v) no material adverse change (as customarily defined) shall have

occurred;

(vi) the APA shall continue to remain in full force and effect;

(vii) the Bankruptcy Court shall have entered the Bidding Procedures Order
and the Sale Order, and each such order shall be a final non-appealable
order reasonably acceptable to the Required DIP Lenders on behalf of
the Purchaser and shall;

(viii) all applicable waiting periods under the HSR Act shall have expired or
been terminated and all other required approvals, listed on a schedule
to the APA, shall have been obtained or, if applicable, shall have
expired, have been waived by the applicable governmental authority or
have been terminated;

(ix) to the extent necessary to facilitate the transactions contemplated

hereby, including the purchase and sale of all Purchased Assets, the
parties shall enter into a transition services agreement, or other similar
agreement in form and substance acceptable to Purchaser (any such
agreement, a “Transition Services Agreement”)4; and
(x) subject to the applicable caps set forth above, the Sellers shall have an
amount of Excluded Cash (including cash drawn under the DIP
Facility) on hand necessary to pay the Post-Sale Expenses and perform
the Sellers’ obligations under any Transition Services Agreement.
Termination The APA will contain customary termination provisions, including but not limited
to termination:

(i) by the mutual written consent of the Sellers and the Purchaser;

(ii) by the Sellers or the Purchaser if the Closing Date has not occurred
within 90 days of the Petition Date;

(iii) by the Sellers or the Purchaser, if there shall be any law that makes
consummation of the Sale illegal or otherwise prohibited or if any
governmental authority, including any regulatory authority or court of
competent jurisdiction, issues any final, non-appealable ruling or order
that (a) enjoins the consummation of the Sale and (b) remains in effect
for five (5) business days after notice of such law or order has been
received by the Sellers and the Purchaser;

(iv) by the Purchaser if the Bankruptcy Court enters an order approving a

transaction that represents an alternative to the transactions
contemplated herein;

4 Scope of services under TSA to be mutually agreed by the parties prior to the Closing; to the extent reasonably
necessary for the wind-down of the Sellers’ estate, scope of services provided by Purchaser (and/or its affiliates) shall
include, among other things, reasonable access to the accounting staff and accounting systems of the acquired business
for as long as reasonably necessary for such wind-down.
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(v) by the Purchaser, if any Seller has breached the APA in a manner that
causes Purchaser’s condition to closing set forth in clause (iv) under
Section “Closing Conditions” above not to be satisfied and such breach
is not cured following five (5) business days’ notice thereof;

(vi) by the Sellers, if the Purchaser has breached the APA in a manner that
causes Sellers’ condition to closing set forth in clause (iv) under
Section “Closing Conditions” above not to be satisfied and such breach
is not cured following five (5) business days’ notice thereof;

(vii) by the Purchaser, upon a termination of the DIP Facility or upon a

modification of the interim or Final Order in any material respect
without the consent of the requisite DIP Lenders;

(viii) by Purchaser or Sellers, upon a termination of the RSA, provided that

such termination was not as a result of such party’s default under the
RSA; and

(ix) by the Purchaser, if for any reason the Purchaser is not permitted by the
Bankruptcy Court, pursuant to Bankruptcy Code section 363(k), to
credit bid the DIP Loans in payment of all or any portion of the Credit
Bid Amount.
Releases The APA shall contain, subject to Closing, a customary mutual release between
and among the Company, the Purchaser, and the DIP Lenders of claims and
obligations arising in connection with the DIP Facility included in the Purchase
Price.
Confidentiality Prior to the filing of the Sale Motion, this Stalking Horse Term Sheet and all
communications and information regarding the Sale contemplated herein,
including the identity of the Purchaser, the existence, structure, terms, conditions
and provisions proposed or discussed are provided for the sole and exclusive
benefit of the Sellers, and, except as expressly consented to by the Purchaser in
writing or as may be required or requested by any governmental authority,
required by applicable law, including an order by a court of competent
jurisdiction, may be not be disclosed to or shared with any person or entity other
than the Sellers’ and its board of directors (or similar governing body) and those
of the Sellers’ and its officers, directors, employees, accountants, attorneys,
advisors and other representatives that are involved in the Chapter 11 Cases or the
Sale on a “need to know” basis and are advised of the confidential nature of the
information.
Representations and The Sellers and the Purchaser shall make customary representations and
Warranties warranties, it being understood that such representations and warranties shall not
survive the Closing Date.
Pre-Closing Covenants Sellers will make customary negative and operating covenants in the context of
section 363 credit bid transactions, including, without limitation, covenants
concerning: (i) conduct of the Sellers’ business prior to Closing; (ii) provision of
financial and operating data, and access to the personnel, facilities, books,
contracts and records of the Sellers and their respective subsidiaries prior to
Closing; (iii) commercially reasonable efforts to obtain approval of the Bidding
Procedmes and the Sale Motion and other case management undertakings; (iv)
sending WARN notices to employees of the Sellers as and if required; and (v)
such other covenants as Purchaser may reasonably request.
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Sellers and Purchaser shall use commercially reasonable efforts to obtain the
necessary consents and authorizations from any third-party to consummate the
Sale.

Purchaser shall agree to such other covenants as Purchaser and Sellers may agree
upon in the Definitive Documents.
Tax Treatment If requested by Purchaser, the Sellers shall agree to cooperate in good faith to
structure the APA and related transactions in a tax efficient manner for the
Purchaser.
Regulatory Approvals Sellers and Purchaser will agree to cooperate regarding all consents and other
authorizations required to be obtained from, or any filings required to be made
with, any governmental authority that are necessary to consummate the
transactions contemplated herein, including HSR approvals and approvals
relating to alcohol and liquor licenses.
Employee Matters [Prior to the Auction, Purchaser shall deliver a list of all of Sellers’ active
employees to whom the Purchaser intends to offer employment effective as of the
Closing Date in its sole and absolute discretion and on such terms and conditions
as Purchaser may determine in its sole and absolute discretion, which employees
shall become employees of the Purchaser to the extent such employees accept
Purchaser’s emolovment offer (the “Transferred Emolovees”). Notwithstanding
the foregoing, Purchaser shall offer employment to all Employees covered by a
CBA (as defined below) that Purchaser intends to assume, and such Employees
shall be offered terms and conditions as required under the applicable CBA and
shall be included in Purchaser’s list discussed above. Purchaser shall have no
liability for any pay, benefits, severance, or similar claims of any Transferred
Employees earned or accrued on or prior to the Closing Date, which liabilities
constitute Excluded Liabilities, and therefore shall remain the sole responsibility
of the Sellers and their respective affiliates, as applicable. Purchaser shall have
no obligation to provide any severance, payments, or benefits to any current or
former employees or independent contractors of the Sellers and their respective
affiliates, earned or accrued on or prior to the Closing Date. Sellers acknowledge
that Sellers and their respective affiliates, as applicable, are alone responsible for
(i) issuing, serving, and delivering all orders and notices required, if any, pursuant
to applicable laws, in connection with the termination of employees or
contractors, and (ii) any financial obligations and liabilities in connection
therewith or otherwise required in connection with the termination of such
employees or contractors accrued on or prior to the Closing Date. From and after
the Closing Date, Sellers shall, except to the extent otherwise expressly provided
in the APA, retain and be solely responsible for all obligations and liabilities with
respect to the employment and services of all employees and independent
contractors of the Sellers prior to the Closing Date. Sellers shall be responsible
for providing any notice required pursuant to the WARN Act or other similar local
laws with respect to a layoff relating to Sellers’ business operations that occurs
on or prior to the Closing Date (including in connection with the transactions
contemplated hereby), and Purchaser shall be responsible for providing any
notice, or making any payments, required pursuant to the WARN Act or other
similar local laws with respect to a layoff by Purchaser of any Transferred
Employees that occurs after the Closing Date.]5
Collective Bargaining [Sellers shall obtain the consent of Purchaser before extending or renewing (or
Agreements6 permitting to be extended or renewed), the term of any Seller’s collective

5 Note to Draft: Subject to review by Canadian counsel.

6 Note to Draft: Subject to review by Canadian counsel.
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bargaining agreement (“CBA”) absent any Seller’s ability to terminate such CBA
prior to the Closing Date. Purchaser does not accept or assume any CBAs
between any Seller and its Employees, and expressly declines to be bound by or
accept the terms of any such CBAs. Purchaser is not obligated and does not accept
or adopt any wage rates, employee benefits, employees’ policies or any other
terms and conditions of employment, except where provided for under any CBA
that the Purchaser agrees to assume in connection with the Transferred
Employees.]
Definitive Documents and An asset purchase agreement (“APA”) and such other definitive documents for
Due Diligence the acquisition of the Purchased Assets and assumption of the Assumed Liabilities
as the Sellers and Purchaser mutuallv agree upon (collectivelv. the “Definitive
Documents”) shall memorialize this Stalking Horse Term Sheet and contain such
representations, warranties, covenants and releases as set forth herein or as
otherwise may be acceptable to the Sellers and Purchaser. The signing of the
Definitive Documents will be subject to, among other things, the negotiation by
the Sellers and Purchaser of acceptable terms and conditions for the Definitive
Documents as well as additional legal, accounting, financial, tax, business and
regulatory due diligence. In the event of any inconsistency between this Stalking
Horse Term Sheet and any Definitive Documents, the Definitive Documents shall
govern.
Authorization to Credit Bid Notwithstanding anything else herein, holders of at least 50.1% of the outstanding
principal amount of the DIP Loans (including any Prepetition Loans that are
rolled-up) and at least two (2) DIP Lenders who are not affiliates or related funds
of one another shall have provided authorization to the DIP Agent (as defined in
the DIP Term Sheet) before submitting a credit bid under section 363(k) of the
Bankruptcy Code on behalf of the DIP Lenders.
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Exhibit C

Restructuring Support Agreement Joinder

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Restructuring Support Agreement Joinder

This joinder (the “Restructuring Support Agreement Joinder”) to the Restructuring Support
Agreement dated as of May 9, 2024 (the “Agreement”) is executed and delivered by [JOINING
PARTY] (the “Joining Party”) as of [DATE], Each capitalized term used herein but not otherwise
defined shall have the meaning ascribed to it in the Agreement

1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all of

the terms of the Agreement, a copy of which is attached to this Restructuring Support Agreement
Joinder as Annex A (as the same has been or may be hereafter amended, restated,or othenvise
modified from time to time in accordance with the provisions thereof). The Joining Party shall
hereafter be deemed to be an RSA Party for all purposes under the Agreement.

2. Representations and Warranties. The Joining Party hereby represents and

warrants to each other RSA Party that, as of the date hereof, such Joining Party (a) is the legal or
beneficial holder of, and has all necessary authority (including authority to bind any other legal or
beneficial holder) with respect to, the debt or equity interest identified below its name on the
signature page hereof, and (b) makes, as of the date hereof, the representations and warranties set
o

3. Governing Law. This Restructuring Support Agreement Joinder shall be

governed by and construed in accordance with the internal laws of the State of New York without
regard to any conflicts of law provisions which would require the application of the law of any
other jurisdiction.

4. Notice. All notices and other communications given or made pursuant to the
Agreement shall be sent to:

To the Joining Party at:

[JOINING PARTY]
[ADDRESS]
Attention:
Email:
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IN WITNESS WHEREOF, the Joining Party has caused this Restructuring Support
Agreement Joinder to be executed as of the date first written above.

[JOINING PARTY]

By:
Name:
Title:

Aggregate Amounts Beneficially Owned or Managed on Account of:

Loans $[•]
Shares of Existing Equity [•]
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Exhibit D

Provision for Transfer Agreement Joinder

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Provision for Transfer Agreement Joinder

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the
Restructuring Support Agreement, dated as of May 9, 2024 (the “Agreement”),1 by and among the
RSA Parties and, among other parties, the transferor of Loan Claims (each such transferor, a
“Transferor”), and agrees to be bound by the terms and conditions of the Agreement to the extent
the Transferor was thereby bound, and shall be deemed a “RSA Party” under the terms of the
Agreement.

The Transferee specifically agrees to be bound by the terms and conditions of the
Agreement and makes all representations and warranties contained therein as of the date of the
Transfer, including the agreement to be bound by the vote of (or other actions taken in support of
the Restructuring Transactions by) the Transferor if such vote was cast (or other action taken)
before the effectiveness of the Transfer discussed herein.

Date Executed:

Name:
Title:
Address:
Email address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of:

Loan Claims $[•]

i
Capitalized terms used but not otherwise defined herein shall having the meanings ascribed to such terms
in the Agreement.
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Exhibit E

Milestones
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Restructuring Milestones-

The RS A Parties agree to pursue the Restructuring pursuant to the Milestones set forth below
unless such Milestones are extended or waived, in writing, by the Required Consenting Lenders:

(a) no later than April 19, 2024, the Company or its financial advisors shall have
provided an executive summary of the Company and circulated the NBA to the entities identified
on the Buyers List;

(b) no later than April 22, 2024, the Company shall have provided potential bidders
who have signed a NDA with full access to a confidential virtual data room containing all
necessary information needed for such potential bidder to submit a letter of intent;

(c) no later than May 20, 2024, the Company shall have executed the Asset Purchase
Agreement;

(d) no later than May 20, 2024, the Company shall have commenced the Chapter 11
Cases;

(e) no later than one (1) day after the Petition Date, the Company shall file with the
Bankruptcy Court the Sale Motion;

(f) no later than two (2) Business Days after the Petition Date, the Bankruptcy Court
shall have entered the Financing Order on an interim basis;

(g) no later than 30 days after the Petition Date, the Bankruptcy Court shall have
entered the Financing Order on a final basis;

(h) no later than 30 days after the Petition Date, the Bankruptcy Court shall have
entered the Bidding Procedures Order;2

(i) no later than 65 days after the Petition Date, the Company shall have held an auction
in connection with the Sale;

(j) no later than 70 days after the Petition Date, the Bankruptcy Court shall have
entered the Sale Order; and

(k) no later than 75 days after the Petition Date, the Restructuring shall have been
consummated in accordance with the Sale Order; provided, however, that if the Sale Order is
entered within 70 days after the Petition Date, such deadline shall be extended to 90 days after the

1 Capitalized terms used but not defined herein have the meaning ascribed to them in the Restructuring Support
Agreement to which this document is attached as Exhibit E.

2 The Bidding Procedures Order shall establish a deadline for Qualified Bids not later than 60 days after the Petition
Date.

1
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Petition Date solely for the purpose of obtaining the regulatory approvals necessary to consummate
the Restructuring.