--- type: court_doc id: "court_ctb_3325_1" court: "CTB" case_no: "22-50073" doc_number: 3325 doc_type: "ORDER" filed_date: null lang: "zh" url: "https://mubeitech.com/court/court_ctb_3325_1" json_url: "https://mubeitech.com/api/court/court_ctb_3325_1" --- # Exhibit 1 DIP Amendment > 原始法庭文件为英文；下方为英文全文，顶部为中文摘要。 # **Exhibit 1** **DIP Amendment** ## **FIRST AMENDMENT TO MULTI-DRAW SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT** This First Amendment, dated as of June 17, 2024 (this "Amendment"), to the MULTI-DRAW SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT, dated as of August 23, 2023 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement" and, as further amended by this Amendment, the "Amended Credit Agreement"), is entered into by and among (i) Genever Holdings LLC, a New York limited liability company and a debtor and debtorin-possession in the Chapter 11 Cases ("Genever US"), (ii) Genever Holdings Corporation, a corporation registered under the laws of the British Virgin Islands and a debtor and debtor-inpossession in the Chapter 11 Cases ("Genever BVI" and together with Genever US, the "Borrowers"), and (iii) the chapter 11 estate of Ho Wan Kwok (the "Individual Debtor"), acting through its representative, Luc A. Despins in his capacity as the chapter 11 trustee (the "Chapter 11 Trustee") of the Individual Debtor (such chapter 11 estate being the "Lender"; together with the Borrowers party hereto, the "Parties"). Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement. WHEREAS, pursuant to the Credit Agreement and the DIP Order, the Lender agreed to provide the Borrowers with a senior secured super-priority debtor-in-possession credit facility (the "DIP Facility"), consisting of \$2,000,000 in revolving Loans to be made available to the Borrowers pursuant to the terms of, and subject to the conditions set forth in, the Credit Agreement and the DIP Order; and WHEREAS the Parties hereby agree to amend the Credit Agreement pursuant to Section 6.5 thereof to increase the amount of revolving Loans to be made available under the Credit Agreement to \$3,000,000. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows: **SECTION 1. AMENDMENT.** Annex A attached to Credit Agreement is hereby replaced with Annex A attached to this Amendment. # **SECTION 2. DEFINITIONS.** (a) The "DIP Amendment Order" means an order of the Bankruptcy Court in the Chapter 11 Cases, which order shall (a) be in form and substance, and on terms and conditions, satisfactory to the Lender, (b) subject to the foregoing, authorize and approve, on a final basis, among other things, this Amendment to the Credit Agreement and all other matters set forth in, and transactions contemplated by, the motion seeking approval of this Amendment, (c) be in full force and effect, and (d) not have been reversed, vacated, stayed or amended, supplemented or otherwise modified (unless the Lender shall have previously consented thereto in writing). **SECTION 3. EFFECTIVENESS.** Subject to entry of the DIP Amendment Order, this Amendment shall become effective when it shall have been executed by each of the Borrowers party hereto and the Lender party hereto and such executed counterparts have been delivered to the Lender pursuant to the terms of this Amendment. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of each Borrower hereto and the Lender and, in each case, their respective successors and permitted assigns. **SECTION 4. DIP AMENDMENT ORDER CONTROLS.** The Borrowers and the Lender hereby expressly agree that, in the event of any conflict or inconsistency between this Amendment (or any other Loan Document), on the one hand, and the DIP Amendment Order, on the other hand, the DIP Amendment Order shall control. Notwithstanding anything to the contrary herein, the provisions of this Amendment are subject to the terms, covenants, conditions and provisions of, the DIP Amendment Order, as applicable. This Amendment is subject in all respects (including with respect to all obligations and agreements of the Borrowers provided for hereunder) to the terms of the DIP Amendment Order and, notwithstanding anything in the foregoing, the Borrowers shall not be required to undertake any obligation, make any agreement or take any action that is prohibited by the terms of the DIP Amendment Order. **SECTION 5. COUNTERPARTS.** This Amendment may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement. **SECTION 6. GOVERNING LAW.** All questions concerning the construction, validity, enforcement and interpretation of this Amendment and, unless otherwise expressly stated therein, the other Loan Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court and, solely to the extent that the Bankruptcy Court does not have (or abstains from exercising) jurisdiction over any matter, the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or under the other Loan Documents or in connection herewith or with the other Loan Documents or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding; provided that nothing in this Amendment or in any other Loan Document shall limit the right of the Lender to commence any suit, action or proceeding in federal, state or other court of any other jurisdiction to the extent the Lender determines that such suit, action or proceeding is necessary or appropriate to exercise its rights or remedies under this Amendment or any of the other Loan Documents. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO AGENT, REPRESENTATIVE OR OTHER PERSON AFFILIATED WITH OR RELATED TO ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. **SECTION 7. SEVERABILITY.** If any provision of this Amendment or any of the other Loan Documents shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision. **SECTION 8. NO THIRD PARTIES BENEFITED.** This Amendment is made and entered into for the sole protection and legal benefit of the Borrowers and the Lender, and their successors and permitted assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment or any of the other Loan Documents. The Lender shall not have any obligation to any Person not a party to this Amendment or the other Loan Documents. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the first day written above. #### **BORROWERS:** # **GENEVER HOLDINGS LLC**, a New York limited liability company By: */s/ Luc A. Despins* Name: Luc A. Despins Title: Proxy Holder of Genever Holdings LLC ### **GENEVER HOLDINGS CORPORATION**, a corporation organized under the laws of the British Virgin Islands > By: */s/ Luc A. Despins* Name: Luc A. Despins Title: Proxy Holder of Genever Holdings Corporation **LENDER:** **LUC A. DESPINS**, in his capacity as Trustee for the Chapter 11 Estate of Ho Wan Kwok > By: */s/ Luc A. Despins* Name: Luc A. Despins Title: Chapter 11 Trustee #### **ANNEX A** ## **Commitments** | Lender | Commitment | |--------------------------------------------------|----------------| | Luc
A. Despins, in his capacity as
Trustee | \$3,000,000.00 | | for the Chapter 11 Estate of Ho Wan Kwok | | | TOTAL | \$3,000,000.00 |