ASP Unifrax Holdings - Chapter 11 Plan Terms

Plan Terms

Overview

• ASP Unifrax Holdings, Inc., also known as Alkegen, and its debtor affiliates (collectively, the "Debtors") propose a joint prepackaged Chapter 11 plan of reorganization (the "Plan") for the resolution of outstanding Claims against, and Interests in, the Debtors.
• The Plan is premised on a Restructuring Support Agreement (the "RSA") entered into and dated as of July 19, 2026, by and among the Debtors and the Consenting Stakeholders, which is attached as Exhibit B to the Disclosure Statement.
  • The terms "Consenting Creditors," "Consenting Stakeholders," "Sponsor," and "Required Consenting First Lien Creditors" each have the meanings set forth in the RSA.
• An ad hoc group (the "Ad Hoc Group") of Holders of First Lien Term Loan Claims, First Lien Notes Claims, and Second Lien Notes Claims is represented by the Ad Hoc Group Advisors, which consist of:
  • Davis Polk & Wardwell LLP, as legal counsel;
  • PJT Partners LP, as investment banker;
  • Haynes and Boone, LLP, as local counsel in the Northern District of Texas; and
  • all other professionals as may be retained by or on behalf of the Ad Hoc Group.
• The Ad Hoc Group shall not include any Holders who are not represented by the Ad Hoc Group Advisors. Such Holders did not jointly negotiate the RSA or the Plan with the Ad Hoc Group and shall not constitute part of a "group" with the Ad Hoc Group for any purpose, including under foreign law.
• The Plan defines "Sponsor" by reference to the RSA; the Plan's notice provisions direct Sponsor notices to Clearlake Capital Group (233 Wilshire Blvd., Suite 800, Santa Monica, CA 90401).

Restructuring Transactions

• The Restructuring Transactions comprise any transactions and actions necessary or appropriate to effect a corporate restructuring of the Debtors' and Reorganized Debtors' respective businesses or overall corporate structure on the terms set forth in the Plan and the RSA, including the issuance of all Securities and other documents required under the Plan and one or more inter-company mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, dispositions, liquidations, or other corporate transactions, consistent with the Restructuring Transactions Memorandum.
• "New Alkegen" means (a) Alkegen Holdco (Ulysses Investment Holdco, Inc.) as reorganized on the Effective Date, or any successor thereto, or (b) a new Entity agreed by the Debtors and the Required Consenting First Lien Creditors, which in either case shall be the ultimate parent of the other Reorganized Debtors on and after the Effective Date.
• The Restructuring Transactions Memorandum — which shall be consistent with the RSA and the Plan and otherwise reasonably acceptable to the Required Consenting First Lien Creditors — shall, among other things, designate New Alkegen.
• Notwithstanding anything to the contrary, the treatment of Claims, distributions, and other transactions contemplated by the Plan, including the funding of the Exit Facility and the distribution of the New Equity Warrants, may, at the election of the applicable participating parties, be effectuated by netting or another form of cashless implementation.
• On the Effective Date, the New Board shall be established in accordance with the Governance Term Sheet, and the Reorganized Debtors shall adopt their New Corporate Governance Documents.

DIP Financing

• The DIP Facility is a superpriority senior secured debtor-in-possession term loan credit and note facility in an aggregate principal amount of $630,000,000, with material terms and conditions to be set forth in the DIP Credit Agreement (a Superpriority Senior Secured Debtor-in-Possession Term Loan Credit and Note Purchase Agreement by and among the Debtors and the DIP Parties).
  • The "DIP Parties" consist of the DIP Lenders (the lenders party to the DIP Credit Agreement) and the Backstop Parties.
  • The "New Funding Principal Amount" is $315,000,000.
• The DIP Backstop Commitment is the commitment by the Backstop Parties to backstop the commitments to fund 100% of the DIP New Money Instruments by funding any DIP New Money Instruments not subscribed to by other First Lien Creditors pursuant to the RSA.
  • As consideration for providing the DIP Backstop Commitment, the Backstop Parties shall receive the DIP Backstop Premium, consisting of cash equal to 5.0% of the New Funding Principal Amount, in accordance with the RSA and the DIP Documents.
• The DIP Instruments consist of the DIP New Money Instruments — the new money term loans or notes issued under the DIP Facility in an aggregate principal amount equal to the New Funding Principal Amount — and the Roll-Up DIP Instruments.
• The Roll-Up DIP Instruments are the term loans or notes issued under the DIP Facility in an aggregate principal amount equal to the aggregate principal amount of the DIP New Money Instruments, which refinance the First Lien Term Loans or First Lien Notes held by the DIP Lenders on a cashless, dollar-for-dollar, and Pro Rata basis in accordance with the RSA and the DIP Documents.
  • Unless otherwise specified in the Plan, the Roll-Up DIP Instruments shall not include "Contingent Roll-Up Instruments" (as defined in the DIP Documents).
• All DIP Claims shall be deemed Allowed as of the Effective Date in the full amount outstanding under the DIP Documents as of the Effective Date (including any unpaid accrued interest and unpaid fees, expenses, and other obligations).
• Except to the extent a Holder agrees to less favorable treatment, each Holder of an Allowed DIP Claim shall receive (i) on the Effective Date, in an amount equal to and on account of its Pro Rata share of the New Funding Principal Amount, Exit Term Loans through a cashless conversion of its Allowed DIP Claims in an equal amount on a dollar-for-dollar basis; (ii) on the Effective Date, payment in full in Cash of its remaining Allowed DIP Claims that are not so converted and not on account of the DIP Backstop Premium; and (iii) to the extent it is a Backstop Party, its Pro Rata share of the DIP Backstop Premium in Cash, to the extent not previously paid — or, alternatively, such other treatment as agreed between the Debtors and such Holder.
  • A Holder of an Allowed DIP Claim that participates in the Equity Rights Offering may instead subscribe for its Pro Rata share of Equity Rights Offering Equity by contributing its Allowed Roll-Up DIP Claim in an amount equal to the Cash it would otherwise be obligated to pay, in lieu of such Cash payment. Any DIP Claim so contributed shall be canceled, released, and extinguished, and the Holder shall receive no other distribution, property, or value on account of it.
• Following satisfaction of the Allowed DIP Claims and the DIP Facility, the DIP Documents and all related loan documents shall be deemed canceled, all Liens arising out of or related to the DIP Facility shall automatically terminate, all collateral shall be automatically released, and all related guarantees shall be automatically discharged and released, in each case without further action by the DIP Agent or DIP Lenders and without further order of the Bankruptcy Court. Those cancelations shall not affect the Exit Facility, including the validity and perfection of Claims and Liens thereunder.
• The First Lien Revolving Loan Claims are expected to be fully repaid with the proceeds of the DIP Facility and, accordingly, are not classified under the Plan.

Exit Facility

• The Exit Facility is a senior secured term loan facility incurred in accordance with the Exit Facility Documents, comprising senior secured first lien term loans (the "Exit Term Loans"). Its terms are set forth in the Exit Facility Credit Agreement, to be dated on or about the Effective Date, by and among certain of the Debtors or Reorganized Debtors, the Exit Facility Agent, and the Exit Term Loan Lenders.
• On and as of the Effective Date, the Reorganized Debtors shall enter into the Exit Facility pursuant to the Exit Facility Documents and the Restructuring Transactions Memorandum.
  • Confirmation of the Plan shall constitute approval of the Exit Facility and the Exit Facility Documents and authorization for the Debtors and Reorganized Debtors to take all actions necessary to consummate the Exit Facility, including executing and delivering the Exit Facility Documents, without any further notice to or order of the Bankruptcy Court.
• Exit Term Loans are issued under the Plan in two components: (a) to Holders of Allowed DIP Claims, in an amount equal to and on account of their Pro Rata shares of the New Funding Principal Amount ($315,000,000), through a cashless conversion of Allowed DIP Claims on a dollar-for-dollar basis; and (b) to Holders of Allowed First Lien Secured Claims, in an aggregate principal amount of $85,000,000. The Plan does not state an aggregate Exit Facility commitment amount.

New RCF

• The New RCF is a new super senior revolving credit facility, if any, with an aggregate principal commitment amount of up to $150,000,000, or any quantum otherwise acceptable to the Debtors and the Required Consenting First Lien Creditors, incurred in accordance with the New RCF Documents.
  • On or after the Effective Date, the Reorganized Debtors may enter into the New RCF, the terms of which shall be consistent with the RSA and in form and substance acceptable to the Required Consenting First Lien Creditors.
  • For the avoidance of doubt, all provisions in the Plan with respect to the Exit Facility, including Article IV.D.1, shall apply with the same force and effect to the New RCF.

Equity Rights Offering

• New Alkegen shall consummate the Equity Rights Offering on the Effective Date by offering Equity Rights Offering Equity in an aggregate value equal to the Equity Rights Offering Amount, which is the amount of Allowed Roll-Up DIP Claims as of the Effective Date, up to $335,000,000.
• The rights to participate in the Equity Rights Offering shall be distributed to Holders of Allowed First Lien Secured Claims as of the DIP Participation Deadline in accordance with the Equity Rights Offering Documents and the Plan.
  • To the extent a Holder of an Allowed First Lien Secured Claim is a Consenting First Lien Creditor and elected to commit to the DIP Facility pursuant to the RSA, such Holder is required to subscribe to the Equity Rights Offering for its Pro Rata share, based on the proportion that such Holder's First Lien Claims bears to the aggregate amount of First Lien Claims outstanding on the DIP Participation Deadline.
  • A Holder of an Allowed First Lien Secured Claim that is also a Holder of an Allowed DIP Claim — whether on account of commitments made pursuant to the RSA or trading of DIP Claims after the DIP Participation Deadline — may subscribe for its Pro Rata share of Equity Rights Offering Equity by contributing its Allowed Roll-Up DIP Claim to the Debtors in an amount equal to the Cash it is otherwise obligated to pay, in lieu of such Cash payment.
  • Other than with respect to the Backstop Parties' commitment to backstop the Equity Rights Offering, Holders of Allowed First Lien Secured Claims shall not have the right to subscribe for more or less than their Pro Rata share of the Equity Rights Offering Equity.
• The Equity Rights Offering shall be backstopped by the Backstop Parties in accordance with the Equity Backstop Commitment Agreement and the Equity Rights Offering Documents.
• On the Effective Date, the proceeds of the Equity Rights Offering shall be used first to pay DIP Claims entitled to cash payment under the Plan and, second, by the Debtors or Reorganized Debtors to pay other emergence costs, Transaction Expenses, and for general corporate purposes.

Equity Backstop Commitment

• The Backstop Parties are those set forth on Schedule 1 to the RSA. Pursuant to the Equity Backstop Commitment Agreement, the Backstop Parties agree, severally and not jointly, to purchase the remaining Equity Rights Offering Equity to the extent the Equity Rights Offering is not fully subscribed.
• As consideration for providing the Equity Backstop Commitment, each Backstop Party will receive its Pro Rata share of the Equity Backstop Premium, consisting of 3.0% of the New Equity Interests, subject to dilution solely by the Management Incentive Plan and the New Equity Warrants, in accordance with the Equity Rights Offering Documents.
• The Equity Backstop Premium constitutes an Administrative Claim under the Plan (as do the Transaction Expenses and the Disinterested Director Fee Claims), and Administrative Claims are not classified.

New Equity Interests

• The New Equity Interests are the Interests of New Alkegen to be issued on the Effective Date or in connection with the Management Incentive Plan or the New Equity Warrants. On the Effective Date, New Alkegen shall issue the New Equity Interests in accordance with the Restructuring Transactions Memorandum, and all such Interests shall be duly authorized, validly issued, fully paid, and non-assessable.
• On the Effective Date, each Holder of an Allowed Unsecured Funded Debt Claim shall receive its Pro Rata share of the Unsecured Funded Debt Equity Interests, consisting of 1.0% of the New Equity Interests, subject to dilution on account of the New Equity Interests issued pursuant to the Management Incentive Plan and the New Equity Warrants (but not the Equity Rights Offering or the Equity Backstop Premium).
• The offering, issuance, and distribution of New Equity Interests after the Petition Date (other than on account of the Management Incentive Plan), including the Equity Rights Offering Equity, shall be exempt from the registration requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code and, to the extent that exemption is unavailable, pursuant to section 4(a)(2) of the Securities Act, Regulation D or Rule 701 promulgated thereunder, Regulation S, and/or other available exemptions.
  • New Equity Interests issued under section 1145 will be freely transferable by recipients that are not, and have not been within 90 days of transfer, an "affiliate" of the Debtors as defined in Rule 144(a)(1), subject to section 1145(b) and to any transfer restrictions in the New Corporate Governance Documents. New Equity Interests issued in reliance on section 4(a)(2), Regulation D, or Regulation S (including those issued under the Management Incentive Plan) will be "restricted securities" bearing customary legends and transfer restrictions.
• The Reorganized Debtors shall emerge from the Chapter 11 Cases as a private company on the Effective Date, and the New Equity Interests shall not be listed on a public stock exchange. The Reorganized Debtors shall not be voluntarily subjected to any reporting requirements of the U.S. Securities and Exchange Commission and shall not be required to list the New Equity Interests on a recognized U.S. stock exchange, except in each case as otherwise may be required pursuant to the New Corporate Governance Documents.

New Equity Warrants

• The New Equity Warrants are five (5) year warrants issued in accordance with the New Equity Warrant Documents for the purchase of up to 5.0% of the New Equity Interests, subject to dilution by the Management Incentive Plan, with a strike price equal to the New Equity Warrant Strike Price.
  • The New Equity Warrant Strike Price reflects an implied total equity value of $2,046,000,000 of New Alkegen.
• On the Effective Date, each Holder of an Allowed Unsecured Funded Debt Claim shall receive its Pro Rata share of the New Equity Warrants under the Plan.

Management Incentive Plan

• On the Effective Date, up to 10% of the New Equity Interests, on a fully diluted basis, shall be reserved for issuance in connection with the Management Incentive Plan.
  • The terms and conditions of the Management Incentive Plan, including the amount, form, terms, allocation, and vesting of the plan or other equity-based awards, shall be determined at the discretion of the New Board.

Classification and Treatment of Claims and Interests

• The Plan constitutes a separate Plan proposed by each Debtor, and the classification of Claims and Interests shall apply separately to each Debtor, except for Class 8, which applies only to Alkegen Holdco, and Class 7, which shall not apply to Alkegen Holdco. Administrative Claims, Professional Fee Claims, and Priority Tax Claims are not classified.
• The Plan establishes nine Classes, of which only Classes 3 and 4 are entitled to vote:
  • Class 1 – Other Secured Claims: Unimpaired; not entitled to vote (presumed to accept).
  • Class 2 – Other Priority Claims: Unimpaired; not entitled to vote (presumed to accept).
  • Class 3 – First Lien Secured Claims: Impaired; entitled to vote.
  • Class 4 – Unsecured Funded Debt Claims: Impaired; entitled to vote.
  • Class 5 – General Unsecured Claims: Unimpaired; not entitled to vote (presumed to accept).
  • Class 6 – Intercompany Claims: Unimpaired if Reinstated or Impaired if canceled; not entitled to vote (presumed to accept or deemed to reject).
  • Class 7 – Intercompany Interests: Unimpaired or Impaired; not entitled to vote (presumed to accept or deemed to reject).
  • Class 8 – Existing Alkegen Holdco Interests: Impaired; not entitled to vote (deemed to reject).
  • Class 9 – Section 510(b) Claims: Impaired; not entitled to vote (deemed to reject).
• Classes 1 and 2 – Other Secured Claims and Other Priority Claims: Each Holder receives treatment rendering its Claim Unimpaired. For Class 1, at the option of the applicable Debtor or Reorganized Debtor and with the consent of the Required Consenting First Lien Creditors: payment in full in Cash, Reinstatement, delivery of the collateral securing the Claim, or other Unimpairing treatment. For Class 2, treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 3 – First Lien Secured Claims: Deemed Allowed in the aggregate amount of $997,529,000. Except to the extent a Holder agrees to less favorable treatment, on the Effective Date each Holder shall receive:
  • its Pro Rata share of (i) Exit Term Loans in an aggregate principal amount equal to $85,000,000 and (ii) 100% of the New Equity Interests, subject to dilution on account of the New Equity Interests issued pursuant to the Management Incentive Plan, the Equity Rights Offering, the Equity Backstop Premium, the Unsecured Funded Debt Equity Interests, and the New Equity Warrants; and
  • subscription rights to participate Pro Rata (on account of its First Lien Secured Claims) in the Equity Rights Offering.
• Class 4 – Unsecured Funded Debt Claims: Deemed Allowed in the aggregate amount of $1,903,547,281. Except to the extent a Holder agrees to less favorable treatment, on the Effective Date each Holder shall receive its Pro Rata share of (a) the New Equity Warrants and (b) the Unsecured Funded Debt Equity Interests.
  • The "Unsecured Funded Debt Claims" consist, collectively, of the First Lien Deficiency Claims, the Second Lien Notes Claims, the Third Lien Notes Claims, and the Unsecured Notes Claims.
• Class 5 – General Unsecured Claims: Except to the extent a Holder agrees to less favorable treatment, on the Effective Date each Holder shall (i) be Reinstated, (ii) receive payment in full in Cash (on or as soon as reasonably practicable after the Effective Date), or (iii) receive such other treatment that renders the Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.
• Class 6 – Intercompany Claims: On the Effective Date, each Intercompany Claim shall be (i) Reinstated, (ii) adjusted, converted to equity, set off, settled, distributed, or contributed, or (iii) discharged, canceled, or released without any distribution, or otherwise addressed, at the option of the Debtors and the Required Consenting First Lien Creditors.
• Class 7 – Intercompany Interests: On the Effective Date, Intercompany Interests shall be (i) Reinstated or (ii) set off, settled, discharged, distributed, contributed, merged, canceled, eliminated, or released without any distribution, or otherwise addressed, at the option of the Debtors and the Required Consenting First Lien Creditors.
• Class 8 – Existing Alkegen Holdco Interests: On the Effective Date, all Existing Alkegen Holdco Interests shall be canceled and of no further force and effect, and Holders shall receive no recovery or distribution on account thereof.
• Class 9 – Section 510(b) Claims: On the Effective Date, all Allowed Section 510(b) Claims, if any, shall be canceled, released, and extinguished, and Holders shall receive no distribution, property, or value on account thereof.
• Although presented as a joint plan for administrative convenience, the Plan does not provide for substantive consolidation of the Debtors' Estates, and the Estates shall not be deemed substantively consolidated for any reason on the Effective Date.

Sources of Consideration

• The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) the Debtors' Cash on hand as of the Effective Date; (2) the Exit Facility; (3) the proceeds of the Equity Rights Offering; (4) the proceeds of the New RCF, if applicable; (5) the New Equity Interests; and (6) the New Equity Warrants.

Transaction Expenses

• The Transaction Expenses comprise all reasonable and documented prepetition and postpetition costs and expenses of the Ad Hoc Group and members thereof (including the fees and expenses of the Ad Hoc Group Advisors accrued since the inception of their respective engagements and not previously paid by, or on behalf of, the Debtors) incurred in connection with the Debtors, their restructuring process, the Restructuring Transactions, the RSA, the DIP Facility, the Definitive Documents, and other transactions contemplated and permitted thereby.
• Transaction Expenses payable on the Effective Date shall be estimated as of that date, with estimates delivered to the Debtors at least two (2) Business Days before the anticipated Effective Date; any difference between estimated and actual amounts shall be reconciled following submission of a final invoice no later than forty-five (45) days after the Effective Date. The Debtors and Reorganized Debtors shall continue to pay Transaction Expenses related to implementation, Consummation, and defense of the Plan after the Effective Date upon receipt of an invoice with reasonable detail (but without the need for time detail).
• Any unpaid Claim on account of Transaction Expenses that the Debtors are obligated to pay under the RSA, the DIP Documents, the Equity Backstop Commitment Agreement, or any other applicable agreement, and for which the Debtors have received an invoice, shall constitute an Allowed Administrative Claim payable in full in Cash. Neither the DIP Parties nor the First Lien Creditors are required to file applications or Proofs of Claim or otherwise seek Bankruptcy Court approval as a condition to payment.
• To the extent not previously paid, the Transaction Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date, without any requirement to file a fee application or obtain review or approval by the Bankruptcy Court or any other party.
  • The Transaction Expenses shall not be considered Professional Fee Claims, and any such amounts shall be paid in accordance with the RSA, the DIP Orders, and the Plan, as applicable.

Releases

• The "Released Parties" include, each solely in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Agents/Trustees; (d) the DIP Parties; (e) the RCF Lenders; (f) the Exit Facility Parties; (g) the Consenting Creditors; (h) the Sponsor; (i) the Releasing Parties; (j) each current and former Affiliate of each such Entity; and (k) each Related Party of each such Entity, provided that a Holder of a Claim or Interest that affirmatively opts out of the releases shall not be a Released Party.
• The Plan provides for a Debtor Release (given on behalf of the Debtors and their Estates under Article VIII.C), a Third-Party Release (under Article VIII.D), and an Intercompany Release (any release by any Debtor of any Debtor or any Related Party of a Debtor).
• The "Releasing Parties" comprise, each solely in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Agent/Trustee; (d) the DIP Parties; (e) the RCF Lenders; (f) the Exit Facility Parties; (g) the Consenting Creditors; (h) the Sponsor; (i) all Holders of Claims that vote to accept the Plan and do not affirmatively opt out by the Accepting Voter Opt-Out Deadline; (j) all Holders that vote to reject the Plan and affirmatively opt in before the Rejecting Voter Opt-In Deadline; (k) all Holders deemed to accept or deemed to reject the Plan, and all Holders that abstain, and that affirmatively opt in before the Non-Voting Opt-In Deadline; and (l) each current and former Affiliate and each Related Party of the foregoing (as to Related Parties, only to the extent the Entity is legally entitled to bind them under applicable law).
  • Entry of the Confirmation Order constitutes the Bankruptcy Court's approval of the Third-Party Release under Bankruptcy Rule 9019 and its finding that the Third-Party Release is consensual and essential to Confirmation.
• The applicable release election deadlines are:
  • Accepting Voter Opt-Out Deadline: 4:00 p.m. (Prevailing Central Time) on August 17, 2026, by which Holders that vote to accept the Plan may elect to opt out of the releases.
  • Non-Voting Opt-In Deadline: 4:00 p.m. (Prevailing Central Time) on August 28, 2026, by which Holders deemed to accept, deemed to reject, or that abstain from voting may elect to opt into the releases.
  • Rejecting Voter Opt-In Deadline: 4:00 p.m. (Prevailing Central Time) on September 21, 2026, by which Holders that vote to reject the Plan may elect to opt into the releases.
• The Third-Party Release expressly extends to the business or contractual arrangements or interaction between or among any Debtor and any Released Party, including, for the avoidance of doubt, the Management Agreement.
• Notwithstanding anything to the contrary, neither the Debtors (under the Debtor Release) nor the Releasing Parties (under the Third-Party Release) release (i) any Cause of Action identified in the Schedule of Retained Causes of Action included in the Plan Supplement; (ii) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transactions, the Exit Facility and Exit Facility Documents, the Plan Supplement, or any document, instrument, or agreement executed to implement the Plan or the Restructuring Transactions; or (iii) other than with respect to an Intercompany Release, any intentional fraud, willful misconduct, or gross negligence, in each case as determined by a Final Order.
• Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Definitive Documents, the distributions, rights, and treatment provided under the Plan are in complete satisfaction, discharge, and release, effective as of the Effective Date, of all Claims, Interests, and Causes of Action of any nature against the Debtors or their assets arising before the Effective Date, whether or not a Proof of Claim was Filed, the Claim or Interest was Allowed, or the Holder accepted the Plan. The Confirmation Order constitutes a judicial determination of the discharge of all Claims (other than Reinstated Claims) and Interests (other than Reinstated Intercompany Interests).
• All Entities holding Claims, Interests, Causes of Action, or liabilities that have been released, discharged, or are subject to exculpation are permanently enjoined from and after the Effective Date from, among other things, commencing or continuing any action; enforcing or collecting any judgment; creating, perfecting, or enforcing any Lien; or asserting any right of setoff, subrogation, or recoupment against the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties on account thereof. The injunction does not enjoin enforcement of post-Effective Date obligations under the Plan or of post-Effective Date transactions contemplated by the Restructuring Transactions.
• No Person or Entity may commence, continue, or support a Cause of Action against the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties that relates to, or is reasonably likely to relate to, any act or omission subject to the Debtor Release, the Third-Party Release, or the Exculpation without first (a) obtaining a determination from the Bankruptcy Court, after notice and a hearing, that the Cause of Action is colorable and is not a Claim released under the Plan (attaching the proposed complaint or petition) and (b) obtaining specific authorization from the Bankruptcy Court to bring it. The Bankruptcy Court has sole and exclusive jurisdiction to determine whether a Cause of Action is direct or derivative and whether it is colorable.

Exculpation

• The "Exculpated Parties" consist, collectively and each in its capacity as such, of (a) each of the Debtors and (b) each of the Disinterested Directors, being Todd Arden and David Ford in their capacity as disinterested directors of the boards of directors of Debtors ASP Unifrax Holdings, Inc. and Ulysses Parent, Inc.
• To the fullest extent permitted by applicable Law, no Exculpated Party shall have or incur, and each shall be released and exculpated from, any Claim or Cause of Action arising prior to or on the Effective Date in connection with or arising out of: the administration of the Chapter 11 Cases (including each transaction described in the Restructuring Transactions Memorandum); the negotiation and pursuit of the RSA, the Definitive Documents, the Plan Supplement, the DIP Instruments, the DIP Orders, the DIP Documents, and the Exit Facility; the filing of the Chapter 11 Cases; the solicitation of votes (before and after the Petition Date) for, or Confirmation of, the Plan; the funding of the Plan; the occurrence of the Effective Date; the administration of the Plan or the property to be distributed under it; the issuance of Securities under or in connection with the Plan; or the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or Reorganized Debtors in connection with the Plan and the Restructuring Transactions.
  • Excluded from the Exculpation are Claims or Causes of Action arising out of or related to any act or omission of an Exculpated Party determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence. Exculpated Parties are in all respects entitled to reasonably rely on advice of counsel with respect to their duties under the Plan.
• The "1125(e) Exculpated Parties" consist, collectively, of (a) the Exculpated Parties, (b) the current officers and directors of the Debtors, and (c) with respect to the foregoing Persons, their Related Parties, in each case to the extent permitted under section 1125(e) of the Bankruptcy Code. Solely with respect to Article VIII.E, the 1125(e) Exculpated Parties shall not incur liability for any Claim or Cause of Action related to any act or omission in connection with the solicitation of acceptance or rejection of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code.

Conditions Precedent to the Effective Date

• the RSA shall be in full force and effect, with no notice of termination, breach, default, event of default, or similar notice having been delivered by or to any signatory thereto;
• the Plan shall not have been amended, modified, or altered in any manner as confirmed by the Confirmation Order unless such amendment or modification is implemented in accordance with the terms of the RSA;
• the Definitive Documents, including the Plan, shall be consistent with the RSA and otherwise approved by the applicable parties consistent with their respective consent and approval rights under the RSA;
• the Bankruptcy Court shall have entered the DIP Orders, which shall be Final Orders; the DIP Documents shall be in full force and effect; the DIP Termination Date shall not have occurred; no Event of Default shall have occurred or be continuing; and the obligations outstanding under the DIP Credit Agreement shall not have been accelerated;
• the Bankruptcy Court shall have entered the Confirmation Order in accordance with the terms of the RSA, and such Confirmation Order is not then subject to a stay and has not been materially modified;
• the Exit Facility Credit Agreement shall have been executed and delivered by each party thereto and any related conditions precedent satisfied or waived (and, to the extent New RCF definitive documentation is to be executed in connection with emergence, it shall have been executed and delivered in accordance with the RSA);
• the Transaction Expenses shall have been paid in full (or paid concurrently with the Effective Date), and all other fees, expenses, and amounts contemplated to be paid by the Debtors under the RSA, the Equity Backstop Commitment Agreement, and the DIP Documents shall have been paid in full;
• the New Corporate Governance Documents shall have been adopted on terms consistent with the Governance Term Sheet;
• all governmental and third-party approvals and consents necessary to implement the Plan, including under any applicable antitrust Laws, shall have been obtained, shall not be subject to unfulfilled conditions, and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by a competent authority that would restrain, prevent, or impose materially adverse conditions on the Restructuring Transactions;
• all fees and expenses of retained Professionals requiring Bankruptcy Court approval shall have been paid in full, or sufficient amounts shall have been placed in the Professional Escrow Account pending approval;
• other than the occurrence of the Effective Date, the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by the RSA and the Plan; and
• no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, preventing, or prohibiting Consummation of the Restructuring Transactions.

The conditions to Confirmation and Consummation may be waived by the Debtors, in whole or in part, with the consent of the Required Consenting First Lien Creditors (email being sufficient), without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan.