TPI Composites Inc - Chapter 11 Plan Terms

RemainCo Debtors Plan Terms

Overview

• TPI Composites, Inc. ("Parent") and certain of its affiliated Debtors (collectively, the "RemainCo Debtors") propose a joint chapter 11 plan of liquidation pursuant to section 1121(a) of the Bankruptcy Code.
  • The RemainCo Debtors include TPI Composites, Inc., TPI Texas, LLC, TPI International, LLC, TPI Turkey, LLC, TPI APAC, LLC, TPI APAC II, Inc., TPI Turkey II, LLC, TPI Turkey Izbas, LLC, TPI Composites Services, LLC, TPI Mexico, LLC, TPI Mexico II, LLC, TPI Mexico III, LLC, TPI Mexico IV, LLC, Ponto Alto Holdings, LLC, TPI Arizona, LLC, TPI Iowa, LLC, TPI Iowa II, LLC, Composite Solutions, Inc., TPI Holdings Mexico, LLC, and TPI Technology, Inc.
  • The "Affiliated Debtors" — TPI Mexico V, LLC ("TPI MX V") and TPI Mexico VI, LLC ("TPI MX VI") — are addressed under a separate Amended Joint Chapter 11 Plan (the "TPI MX V & VI Plan") (Docket No. 861).
• The Petition Date was August 11, 2025.
• The Plan implements the sale of substantially all of the Debtors' U.S. and Mexico assets (along with the equity of certain foreign subsidiaries and certain assets of non-Debtor TPI Composites Denmark ApS), other than the equity of the Affiliated Debtors and related assets, to ECP, and provides for the orderly wind down of the RemainCo Debtors through a WindDown Co, with general unsecured creditor recoveries to be administered through a GUC Trust pursuant to the Unsecured Claims Settlement.

ECP Sale Transaction

• Pursuant to the Stock and Asset Purchase Agreement, dated as of March 6, 2026 (the "ECP Purchase Agreement"), between Parent, Blade Midco LLC (f/k/a ECP Blade Holdings LLC) ("ECP"), and certain of the Debtors and their Affiliates, ECP agreed to purchase:
  • The equity interests of TPI Blade Services Europe S.L.U., TPI Composites, S. de R.L. de C.V., and TPI Blade Services LATAM S.A. de C.V.;
  • Certain assets of non-Debtor TPI Composites Denmark ApS; and
  • Substantially all of the assets of the Debtors and certain of their Affiliates related to the Debtors' business in the United States and Mexico, other than the equity of the Affiliated Debtors and related assets.
• The "ECP Sale Proceeds" consist of a base Cash purchase price of $20,000,000, subject to certain purchase price adjustments as set forth in the ECP Purchase Agreement.
• The ECP Sale Transaction was authorized pursuant to the Sale Order (Docket No. 778), entered following the bidding process approved under the Bidding Procedures Order (Docket No. 288).
• Pursuant to a separate Incremental Payment Agreement to be entered into between Oaktree and GE Renewables North America, LLC ("GERNA"), Oaktree will be entitled to an "Incremental Payment" equal to 1% of the purchase price (exclusive of taxes, tariffs, and other fees) actually paid by GERNA to ECP or its Affiliates for wind turbine blades manufactured using, or otherwise attributable to, the assets acquired by ECP under the ECP Purchase Agreement.

DIP Financing

• The DIP Facility is a multi-draw senior secured super-priority term loan debtor-in-possession credit facility entered into pursuant to the Super-Priority Senior Secured Priming Debtor-in-Possession Credit Agreement and Guaranty, dated as of August 14, 2025, by and among Parent, as borrower, the subsidiary guarantors party thereto, Oaktree (as DIP Agent), and the DIP Lenders.
  • The DIP Credit Agreement was amended pursuant to the Waiver, Amendment, and Assignment and Assumption to Super-Priority Senior Secured Debtor-in-Possession Loan Agreement, dated as of March 24, 2026 (the "DIP Amendment").
• Allowance: On the Plan Effective Date, all DIP Claims (other than those addressed by the TPI MX V & VI Plan) shall be deemed Allowed in an amount equal to the aggregate outstanding DIP Obligations, including (a) the principal amount outstanding under the DIP Loans, (b) all accrued and unpaid interest through the date of payment, and (c) all accrued and unpaid fees, discounts, expenses, costs, and indemnification obligations payable under the DIP Credit Agreement.
• Treatment: Each holder of an Allowed DIP Claim shall receive, in full and final satisfaction of such Claim, payment in full in Cash from the ECP Sale Proceeds as proceeds of collateral of the DIP Lenders (other than Vestas), or such other treatment as agreed to by the RemainCo Debtors and such DIP Lender.

Senior Secured Term Loans

• The Senior Secured Term Loans were issued under the Credit Agreement and Guaranty, dated as of December 14, 2023, by and among Parent, as borrower, the subsidiary guarantors party thereto, Oaktree Fund Administration, LLC, as Prepetition Administrative Agent, and the Senior Secured Lenders, in the aggregate principal amount of approximately $456.8 million.
• Allowance: The Senior Secured Term Loan Claims (Class 3) are Allowed pursuant to section 506(a) of the Bankruptcy Code in the aggregate amount of no less than $456.8 million.
• Treatment: Subject to the Unsecured Claims Settlement, each holder of an Allowed Senior Secured Term Loan Claim shall receive its Pro Rata Share of:
  • The Excess Sale Proceeds;
  • Any remaining GUC Reserve Funding Amount or WindDown Reserve following the completion of the claims reconciliation process and the wind down of the GUC Trust, the WindDown Co, and the estates of the Affiliated Debtors, as applicable; and
  • The Surplus Senior Claims Recovery Pool Cash,
  until holders collectively receive an amount equal to the Allowed amount of their Senior Secured Term Loan Claims, upon which the RemainCo Debtors' obligations with respect to such Claims shall be released and discharged.
• Class 3 is Impaired and entitled to vote on the Plan.
• The "Senior Secured Turnover Rights" represent rights to Cash distributions that the Senior Secured Lenders, as holders of Class 3 Claims, turn over to the GUC Trust pursuant to the Unsecured Claims Settlement, including in respect of the Incremental Payment.

Convertible Notes

• The Convertible Notes were issued pursuant to that certain Indenture, dated March 3, 2023, by and among Parent and U.S. Bank Trust Company, National Association, as Convertible Notes Trustee.
• Convertible Notes Claims are unsecured Claims against Parent and are included within General Unsecured Claims.
• The Convertible Notes Trustee Fees and Expenses, in an amount up to $250,000 (the "Convertible Notes Trustee Fees and Expenses Cap"), shall be paid by Parent to the Convertible Notes Trustee in Cash on the Plan Effective Date, without the need for a fee application; provided that the Convertible Notes Trustee shall provide the RemainCo Debtors an invoice setting forth the accrued fees and expenses in reasonable detail at least two Business Days prior to the Plan Effective Date.
• To the extent holders of Convertible Notes Claims are entitled to distributions on account of GUC Trust Interests, such distributions shall be paid to the Convertible Notes Trustee in accordance with the Convertible Notes Indenture, unless otherwise agreed by the Convertible Notes Trustee.
• To the extent the Convertible Notes Trustee Fees and Expenses are not otherwise paid, they shall be subject to the Convertible Notes Trustee's charging lien, consistent with the Convertible Notes Indenture.

Unsecured Claims Settlement

• The "Unsecured Claims Settlement" is the settlement among TPI MX V, TPI MX VI, the Affiliated Debtors, the Creditors' Committee, the DIP Lenders (other than Vestas), and the Senior Secured Lenders resolving the Creditors' Committee's Challenges and other matters, on the terms set forth in the term sheet attached as Exhibit 1 to the Order (I) Authorizing and Approving Settlement and (II) Granting Related Relief (Docket No. 553).
  • The "Creditors' Committee's Challenges" include the Creditors' Committee's Pleadings (an Adversary Complaint (Adv. Pro. No. 25-03761, Docket No. 2), an Emergency Motion for a Temporary Restraining Order and Preliminary Injunction Against the Credit Bid of the Oaktree Entities (Adv. Pro. No. 25-03761, Docket No. 3), and an Emergency Motion for Standing to Prosecute Claims on Behalf of the Debtors' Estates (Docket No. 300)) and all potential Challenges (as defined in the Final DIP Order and the Disputed Collateral Stipulation (Docket No. 465)).
  • Pursuant to the Unsecured Claims Settlement, Preference Actions (i.e., Causes of Action under section 547 of the Bankruptcy Code against holders of allowed General Unsecured Claims from the provision of goods and services to any Debtor) have been waived.

GUC Trust

• The GUC Trust shall be established upon the earlier of the Plan Effective Date and the effective date of the TPI MX V & VI Plan, pursuant to the GUC Trust Agreement entered into by one or more RemainCo Debtor(s) and the GUC Trustee.
  • The GUC Trustee shall be a Person selected and designated by the Creditors' Committee with the consent of the Debtors (which consent shall not be unreasonably withheld).
• GUC Trust Assets consist of (i) the GUC Reserve Funding Amount and (ii) the Senior Secured Turnover Rights.
• The "GUC Reserve Funding Amount" is $1,000,000.00 in Cash, to be allocated to the GUC Trust on the Plan Effective Date to fund GUC Trust Expenses, with a portion funded by the RemainCo Debtors from the ECP Sale Proceeds and the remaining portion by the Affiliated Debtors pursuant to the TPI MX V & VI Plan.
  • To the extent the TPI MX V & VI Plan does not become effective, the WindDown Co shall use reasonable efforts to allocate additional ECP Sale Proceeds to the GUC Trust such that the full $1,000,000.00 is funded consistent with the Unsecured Claims Settlement.
  • Any amount remaining after the wind down of the GUC Trust shall revert to the RemainCo Debtors.
• The sole purpose of the GUC Trust is to implement the Plan and the TPI MX V & VI Plan on behalf of, and for the benefit of, its beneficiaries, and to serve as a mechanism for liquidating, converting to Cash, and distributing the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d).
• GUC Trust Interests are non-transferable (other than by will, intestate succession, or operation of law) and uncertified, and entitle holders to share in the Senior Secured Turnover Rights.
• The GUC Trust shall not be dissolved later than five years from the date of its establishment, unless extended by order of the Bankruptcy Court upon motion made within the six-month period before such fifth anniversary (and any extension shall not exceed three years without a favorable IRS private letter ruling or satisfactory opinion of counsel that further extension would not adversely affect the trust's status as a liquidating trust).
• In connection with the Senior Secured Turnover Rights, Oaktree (or its designee) shall furnish an annual report (each, an "Annual OT Recovery Report") to the GUC Trustee, commencing with the calendar year in which the Oaktree Recovery exceeds $75 million in aggregate.
  • Each Annual OT Recovery Report shall be provided no later than 60 days following the end of the applicable calendar year and shall include (i) the aggregate amount of the Oaktree Recovery, (ii) the date in such calendar year on which any Oaktree Recovery was received, (iii) a summary description of the source of any Oaktree Recovery, and (iv) any related documentation received by Oaktree.
  • Following any material failure to comply with such reporting obligations, the GUC Trustee shall first provide notice to Oaktree, and unless cured within five Business Days, may seek appropriate relief from the Bankruptcy Court.

WindDown Co

• The WindDown Co — Parent or its successor — shall be established upon the earlier of the Plan Effective Date and the effective date of the TPI MX V & VI Plan, and shall be tasked with overseeing the administration of the Plan after the Plan Effective Date, such that there shall be one WindDown Co to wind down the Debtors' Estates.
• The WindDown Agent is authorized to, among other things, effectuate the Plan, administer the Professional Fee Escrow, make distributions, control the Claims reconciliation process (other than General Unsecured Claims), and direct and control the wind down, liquidation, sale, or abandonment of the remaining Estates.
• On the Plan Effective Date, the WindDown Agent is authorized to adjust, reinstate, cancel, or otherwise address all Intercompany Interests in accordance with the Plan, without further corporate or limited liability company action.
• After the Plan Effective Date, the WindDown Agent shall, in an expeditious but orderly manner, wind down, sell, and otherwise liquidate and convert to Cash the remaining Assets, Causes of Action, and Intercompany Interests of the RemainCo Debtors, with no objective to continue or conduct a trade or business except to the extent reasonably necessary to, and consistent with, such orderly wind down.
• The "WindDown Reserve" is a $5.5 million Cash reserve established on the Plan Effective Date from the ECP Sale Proceeds to fund wind-down costs of the RemainCo Debtors and any Restructuring Expenses incurred after the Plan Effective Date.
  • The WindDown Reserve shall not be allocable to the GUC Trust or available for payment of any costs incurred by the GUC Trust.

Administrative Expense, Priority, and Professional Fee Claims

• Administrative Expense Claims: Each holder of an Allowed Administrative Expense Claim (other than a Professional Fee Claim) shall receive Cash from the WindDown Co in an amount equal to such Allowed Claim, or other treatment consistent with section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Plan Effective Date and (b) the first Business Day after the date that is 30 calendar days after the date such Claim becomes Allowed.
  • The Administrative Expense Claims Bar Date is the date that is 60 calendar days after the Plan Effective Date.
• Priority Tax Claims: Each holder of an Allowed Priority Tax Claim shall receive Cash equal to such Allowed Claim, on the later of (a) the Plan Effective Date and (b) the first Business Day after the date that is 30 calendar days after the date such Claim becomes Allowed.
• Senior Claims Recovery Pool: A Cash pool established from the ECP Sale Proceeds on the Plan Effective Date in an amount reasonably estimated by the RemainCo Debtors, in consultation with the Prepetition Administrative Agent, as necessary to pay Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed DIP Claims, Allowed Other Priority Claims, and Professional Fee Claims (plus the total Disputed amounts of such Claims pending Allowance).
• Professional Fee Escrow:
  • The Professional Fee Escrow shall be funded on the earlier of the Plan Effective Date and the effective date of the TPI MX V & VI Plan such that the total amount in such account is equal to the aggregate Professional Fee Claims incurred by each Professional through the Plan Effective Date.
  • On the Plan Effective Date, the RemainCo Debtors shall fund the Professional Fee Escrow with Cash from the ECP Sale Proceeds equal to the Professional Fee Contribution Amount, free of any Liens, Claims, or interests.
  • Professional Fee Claims incurred by the Creditors' Committee in connection with the Chapter 11 Cases on or after December 3, 2025 shall be subject to an aggregate cap of $1,250,000.00.
  • Professionals shall file final fee applications no later than the later of (y) 45 days after the Plan Effective Date or (z) the time period set forth in the TPI MX V & VI Plan.
• Restructuring Expenses: All invoiced reasonable and documented fees, expenses, and other amounts of the DIP Agent, Prepetition Administrative Agent, DIP Lenders, or Senior Secured Lenders, whether arising before or after the Plan Effective Date, shall be paid in full in Cash from the ECP Sale Proceeds or any other remaining Assets, without the need to file a fee application, itemized time detail, or any Bankruptcy Court review or approval.

Treatment of Claims and Interests

• Class 1 (Other Priority Claims): Unimpaired; each holder shall receive, at the option of the RemainCo Debtors or the WindDown Co, either (i) payment in full in Cash or (ii) other treatment consistent with section 1129(a)(9) of the Bankruptcy Code. Holders are conclusively presumed to accept the Plan.
• Class 2 (Other Secured Claims): Unimpaired; each holder shall receive, at the option of the RemainCo Debtors or the WindDown Co, either (i) payment in full in Cash or (ii) other treatment consistent with section 1129(b)(2)(A) of the Bankruptcy Code. Holders are conclusively presumed to accept the Plan.
• Class 3 (Senior Secured Term Loan Claims): Impaired; entitled to vote. Treatment as described above under "Senior Secured Term Loans."
• Class 4 (General Unsecured Claims): Impaired; entitled to vote. Each holder shall receive, in final satisfaction, release, and discharge of such Claim, its Pro Rata Share — along with holders of beneficial interests in the GUC Trust granted in connection with the TPI MX V & VI Plan and subject to the Unsecured Claims Settlement — of the GUC Trust Interests.
• Class 5 (Intercompany Interests): On the Plan Effective Date (or as soon as practicable thereafter), all Intercompany Interests shall be (i) adjusted, (ii) reinstated, (iii) cancelled, or (iv) otherwise addressed, as reasonably determined to be appropriate. No distributions shall be made to holders of Intercompany Interests unless all Allowed Claims against the applicable RemainCo Debtor have been satisfied in full. Holders are either Unimpaired (if reinstated) or Impaired (and deemed to reject); in either case, they are not entitled to vote.
• Class 6 (Existing Equity Interests): Impaired; deemed to reject.
  • On the Plan Effective Date, a "Single Share" shall be issued to the WindDown Agent to hold in trust as custodian for the benefit of holders of Existing Equity Interests, consistent with their former relative priority and economic entitlements.
  • Holders of Existing Equity Interests shall neither receive nor retain any property of Parent's Estate on account of such Interests; provided that, in the event all Allowed Claims have been satisfied in full, each such holder may receive its share of any remaining assets of Parent consistent with such holder's rights of payment under applicable law or contract existing immediately prior to the Petition Date.
  • Continuing rights of former holders of Existing Equity Interests shall be non-transferable other than by will, intestate succession, or operation of law.

Distributions

• The Disbursing Agent shall make all applicable distributions in accordance with the Plan and the GUC Trust Agreement, including:
  • ECP Sale Proceeds to the Professional Fee Escrow for the benefit of holders of Professional Fee Claims;
  • ECP Sale Proceeds to holders of Allowed Administrative Expense Claims, Allowed DIP Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims;
  • Excess Sale Proceeds, any remaining GUC Reserve Funding Amount or WindDown Reserve (after completion of the claims reconciliation process and the wind down of the GUC Trust, the WindDown Co, and the estates of the Affiliated Debtors), and the Surplus Senior Claims Recovery Pool Cash to holders of Allowed Senior Secured Term Loan Claims until holders receive an amount equal to the Allowed amount of their Claims; and
  • A distribution from the Senior Secured Turnover Rights to the GUC Trust for the benefit of holders of Allowed General Unsecured Claims.

Executory Contracts and Unexpired Leases

• As of and subject to the Plan Effective Date and payment of any applicable Cure amount, all executory contracts and unexpired leases to which the RemainCo Debtors are parties shall be deemed rejected, except for any contract or lease that (a) was previously assumed, assumed and assigned, or rejected by a Final Order of the Bankruptcy Court (including the Sale Order), (b) is the subject of a separate assumption or rejection motion filed before the Confirmation Date, (c) is specifically designated on the Schedule of Assumed Contracts, or (d) is the subject of a pending Cure Dispute.
• Cure amounts associated with assumed executory contracts and unexpired leases shall be paid by the RemainCo Debtors.
• Rejection damages Claims shall be forever barred and not enforceable against the RemainCo Debtors, the GUC Trust, or the WindDown Co unless a Proof of Claim is filed by the Rejection Damages Bar Date, i.e., no later than 30 days after the later of (i) the Plan Effective Date or (ii) the effective date of rejection.

Vesting of Assets

• On or after the Plan Effective Date, pursuant to section 1141(b) and (c) of the Bankruptcy Code, the WindDown Agent may transfer any remaining Assets or Causes of Action of the RemainCo Debtors (other than the Preference Actions and any Causes of Action acquired by ECP under the ECP Purchase Agreement) and any Intercompany Interests (except as cancelled) to the WindDown Co, free and clear of all Liens, Claims, charges, or other encumbrances unless expressly provided otherwise in the Plan or the Confirmation Order.

Indemnification of D&O Indemnified Parties

• The rights of the D&O Indemnified Parties of the RemainCo Debtors, in their capacities as officers or directors, to indemnification and exculpation for acts or omissions occurring at or prior to the Plan Effective Date — as provided in the relevant certificate of incorporation, bylaws, or comparable organizational documents — shall survive the Plan Effective Date and continue in full force and effect.
  • Such rights shall not be amended or modified in any manner that would adversely affect the D&O Indemnified Parties for a period of six years, unless required by law.

Releases

• Released Parties include, in each case solely in their capacity as such: (a) the RemainCo Debtors, (b) the Senior Secured Lenders, (c) the Prepetition Administrative Agent, (d) the DIP Agent, (e) the DIP Lenders, (f) the GUC Trust and GUC Trustee, (g) the WindDown Co and WindDown Agent, and (h) the Related Parties of each of the foregoing.
  • Any Person that timely and properly opts out of, or fails to opt into, the third-party releases shall not be a Released Party.
  • Other than parties expressly identified as Released Parties, holders of Existing Equity Interests shall not be deemed Released Parties.
• Releasing Parties include, in each case solely in their capacity as such: (a) the RemainCo Debtors, (b) the Senior Secured Lenders, (c) the Prepetition Administrative Agent, (d) the DIP Agent, (e) the DIP Lenders, (f) each holder of a Class 1 or Class 2 Claim that does not affirmatively opt out of the releases, (g) each holder of a Class 4 Claim that affirmatively opts in to the releases by checking the applicable box on their Ballot, and (h) the Related Parties, predecessors, successors, assigns, and certain other Persons of each of the foregoing.
  • In no circumstance shall any Affiliated Debtor or its estate be considered a Releasing Party.
• The Plan provides for customary Debtor releases under section 1123(b) of the Bankruptcy Code and consensual third-party releases by the Releasing Parties of the RemainCo Debtors and each Released Party.
  • The releases do not apply to acts or omissions judicially determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence; do not release post-Plan Effective Date obligations under the Plan; do not release Causes of Action specifically retained by the RemainCo Debtors on the schedule of retained Causes of Action; and do not release Intercompany Claims.
    • Provided, however, that with respect to the Debtor releases, (i) the actual-fraud carve-out does not exempt Claims or Causes of Action arising under sections 544 or 548 of the Bankruptcy Code or state laws governing fraudulent or otherwise avoidable transfers or conveyances, and (ii) the gross negligence/willful misconduct exception shall not preserve or retain any Claim or Cause of Action for breach of fiduciary duty. The actual-fraud carve-out to the third-party releases in Article 10.6(b) is subject to a parallel sections 544/548 / state-law fraudulent transfer proviso.

Exculpation

• The "Exculpated Parties" include, in each case to the maximum extent permitted by law: (i) the RemainCo Debtors and their Estates, (ii) the Independent Directors (Paul Giovacchini, Timothy Pohl, and Neal Goldman), and (iii) the Creditors' Committee and each of its members.
• To the fullest extent permitted by applicable law, each Exculpated Party is released and exculpated from any Cause of Action or Claim related to any act or omission from the Petition Date through the Plan Effective Date in connection with the Chapter 11 Cases, the RemainCo Debtors' in- or out-of-court restructuring efforts, the GUC Trust, the WindDown Co, the ECP Purchase Agreement, intercompany transactions, the DIP Facility, and related matters, except for claims related to any act or omission determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

Conditions Precedent to the Plan Effective Date

• The following are conditions precedent to the Plan Effective Date:
  • The Bankruptcy Court shall have entered the Confirmation Order, and the Confirmation Order shall not have been reversed, stayed, modified, or vacated on appeal;
  • The ECP Sale Transaction shall have been consummated; and
  • The Professional Fee Contribution Amount shall have been funded in Cash.
• Each condition precedent may be waived in writing by the RemainCo Debtors, in consultation with the Creditors' Committee and the Prepetition Administrative Agent.

Discharge

• Nothing in the Plan or the Confirmation Order shall grant the RemainCo Debtors a discharge pursuant to section 1141(d) of the Bankruptcy Code.

Dissolution of Creditors' Committee

• On the later of the Plan Effective Date or an effective date under a chapter 11 plan for an Affiliated Debtor, the Creditors' Committee shall dissolve, provided that it shall continue in existence solely for the purposes of (i) filing and prosecuting applications for allowance of Professional Fee Claims pursuant to sections 330 and 331 of the Bankruptcy Code and (ii) participating in any appeals of the Confirmation Order.

Governing Law

• Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an exhibit to the Plan or a schedule in the Plan Supplement provides otherwise, the Plan is governed by the laws of the State of New York, without giving effect to its conflict of laws principles.

TPI MX V and TPI MX VI - Plan Terms

Overview

• TPI Mexico V, LLC ("TPI MX V") and TPI Mexico VI, LLC ("TPI MX VI" and, together with TPI MX V, "TPI MX V & VI") propose, in this Second Amended Joint Chapter 11 Plan filed May 18, 2026, a joint chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy Code, which constitutes a separate chapter 11 plan for each of TPI MX V and TPI MX VI.
  • The Debtors are TPI MX V, TPI MX VI, and the Affiliated Debtors, and TPI Composites, Inc. ("Parent") is the parent company.
  • The Petition Date was August 11, 2025.
  • A separate Joint Chapter 11 Plan of Liquidation of TPI Composites, Inc. and Certain of Its Affiliated Debtors (the "RemainCo Plan") governs the wind-down of the Affiliated Debtors.

Sale Transaction

• TPI MX V & VI conducted a marketing and sale process in accordance with the Bidding Procedures and designated Vestas Wind Systems A/S ("Vestas") as the successful bidder for the Reorganized Equity Interests in Reorganized TPI MX V and Reorganized TPI MX VI.
• Pursuant to the Equity Commitment Agreement, dated as of March 4, 2026, between Parent, TPI MX V, TPI MX VI, Vestas America Holding, Inc. (the "Commitment Party," a Vestas affiliate), and Vestas, the Commitment Party shall acquire 100% of the Reorganized Equity Interests, thereby acquiring indirectly 100% of the equity interests in TPI Composites II, S. de R.L. de C.V.
  • The Sale Transaction shall be consummated with the Commitment Party on the Plan Effective Date.
• The Sale Proceeds consist of a Cash base purchase price of $13,999,999, subject to purchase price adjustments set forth in the Equity Commitment Agreement, reduced by the amount of the DIP Credit Bid.
  • TPI MX V Sale Proceeds: $13,998,600.00 of the base purchase price, less the amount of the DIP Credit Bid.
  • TPI MX VI Sale Proceeds: $1,399.00 of the base purchase price.
  • Cash required to be delivered into the escrow set forth in the Equity Commitment Agreement shall not be deemed Sale Proceeds unless and until released to the WindDown Co.

DIP Financing

• The DIP Facility is a multi-draw senior secured super-priority term loan debtor-in-possession credit facility entered into pursuant to the DIP Credit Agreement, dated as of August 14, 2025, by and among Parent, as borrower, the subsidiary guarantors party thereto, Oaktree Fund Administration, LLC ("Oaktree"), as DIP Agent, and the DIP Lenders, as further modified by the DIP Amendment, dated as of March 24, 2026.
• All DIP Claims shall be deemed Allowed as of the Plan Effective Date in an amount equal to the aggregate DIP Obligations, including (a) the principal amount outstanding under the DIP Loans, (b) all accrued and unpaid interest through the date of payment, and (c) all accrued and unpaid fees, discounts, expenses, costs, and indemnification obligations payable under the DIP Credit Agreement.
• As of the Plan Effective Date, the Commitment Party shall exercise the DIP Credit Bid (a credit bid under section 363(k) of the Bankruptcy Code of the full amount of DIP Obligations held by the Commitment Party) in full and final satisfaction of each Allowed DIP Claim solely against TPI MX V & VI, and all DIP Claims against TPI MX V & VI shall be released upon the Plan Effective Date.

Treatment of Claims and Interests

• Class 1 – Other Priority Claims (Unimpaired; presumed to accept):
  • Each holder shall receive, at the option of TPI MX V & VI or the WindDown Co, either (i) payment in full in Cash or (ii) other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 2 – Other Secured Claims (Unimpaired; presumed to accept):
  • Each holder shall receive, at the option of TPI MX V & VI or the WindDown Co, either (i) payment in full in Cash or (ii) other treatment consistent with section 1129(b)(2)(a) of the Bankruptcy Code.
• Class 3 – Senior Secured Term Loan Claims (Impaired; entitled to vote):
  • The Senior Secured Term Loan Claims are Allowed pursuant to section 506(a) of the Bankruptcy Code in the aggregate amount of no less than $456.8 million, arising under the Senior Secured Credit Agreement, dated as of December 14, 2023, by and among Parent, the subsidiary guarantors party thereto, Oaktree Fund Administration, LLC, as Prepetition Administrative Agent, and the Senior Secured Lenders.
  • Subject to the Unsecured Claims Settlement, each holder shall receive its Pro Rata Share of (i) the Excess Sale Proceeds, (ii) any remaining GUC Reserve Funding Amount or WindDown Reserve after completion of the claims reconciliation process and the wind down of the GUC Trust, the WindDown Co, and the estates of the Affiliated Debtors, and (iii) the Surplus Senior Claims Recovery Pool Cash, until holders receive collectively an amount equal to the Allowed amount of their Senior Secured Term Loan Claims.
• Class 4 – General Unsecured Claims (Impaired; entitled to vote):
  • Subject to the Unsecured Claims Settlement, each holder shall receive its Pro Rata Share, along with holders of beneficial interests in the GUC Trust granted in connection with the RemainCo Plan, of the GUC Trust Interests.
• Class 5 – Intercompany Claims (Unimpaired/Impaired; presumed to accept or deemed to reject):
  • All Intercompany Claims shall be adjusted, reinstated, set off, settled, contributed, cancelled, released, discharged, or otherwise addressed as determined by the Commitment Party, provided that such treatment does not adversely affect the Affiliated Debtors or their estates, including with respect to the Sale Proceeds to be received by the Affiliated Debtors.
• Class 6 – Existing Equity Interests (Impaired; deemed to reject):
  • All Existing Equity Interests shall be cancelled, released, and extinguished and will be of no further force and effect.

Unsecured Claims Settlement

• The Unsecured Claims Settlement is a settlement between TPI MX V, TPI MX VI, the Affiliated Debtors, the Creditors' Committee, the DIP Lenders, and the Senior Secured Lenders resolving the Creditors' Committee Challenges and other matters on the terms set forth in the term sheet attached as Exhibit 1 to the Order (I) Authorizing and Approving Settlement and (II) Granting Related Relief (Docket No. 553).
  • The Creditors' Committee Challenges include the Creditors' Committee Pleadings and all potential Challenges asserted or assertable under the Final DIP Order and the Disputed Collateral Stipulation.
  • Preference Actions under section 547 of the Bankruptcy Code against holders of allowed General Unsecured Claims arising from the provision of goods and services were waived in accordance with the Unsecured Claims Settlement.

GUC Trust

• Upon the earlier of the Plan Effective Date and the effective date of the RemainCo Plan, the GUC Trust shall be established for the purpose of being vested with and liquidating the GUC Trust Assets, reconciling Claims, and making distributions to holders of Allowed General Unsecured Claims.
  • The GUC Trustee shall be a Person selected and designated by the Creditors' Committee with the consent of the Debtors (which consent shall not be unreasonably withheld).
• GUC Trust Assets consist of (i) the GUC Reserve Funding Amount and (ii) the Senior Secured Turnover Rights (rights to Cash distributions that the Senior Secured Lenders turn over to the GUC Trust pursuant to the Unsecured Claims Settlement).
  • The GUC Reserve Funding Amount is $1,000,000.00 in aggregate Cash allocated to the GUC Trust on the Plan Effective Date to fund GUC Trust Expenses, with a portion funded by TPI MX V & VI from the Sale Proceeds and the remainder funded by the Affiliated Debtors in accordance with the Unsecured Claims Settlement.
• GUC Trust Interests are non-transferable and uncertified beneficial interests granted to holders of Allowed General Unsecured Claims (and any beneficial interests granted to holders of general unsecured claims under an Affiliated Debtor's chapter 11 plan), entitling such holders to share in the Senior Secured Turnover Rights.
• The sole purpose of the GUC Trust is to implement this Plan and the RemainCo Plan and to serve as a mechanism for liquidating, converting to Cash, and distributing the GUC Trust Assets in accordance with Treasury Regulations section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business.

WindDown Co and WindDown Reserve

• Upon the earlier of the Plan Effective Date and the effective date of the RemainCo Plan, the WindDown Co (Parent or its successor) shall be established to oversee administration of the Plan after the Plan Effective Date, with one WindDown Co winding down the Debtors' Estates.
  • The WindDown Agent shall be selected by the Debtors with the consent of the Prepetition Administrative Agent (which consent shall not be unreasonably withheld).
• The WindDown Reserve is a $4.5 million Cash reserve established on the Plan Effective Date from the TPI MX V Sale Proceeds and the TPI MX VI Sale Proceeds to fund wind-down costs of the Affiliated Debtors and any Restructuring Expenses incurred after the Plan Effective Date.
  • The WindDown Reserve shall not be allocable to the GUC Trust or available for payment of any costs incurred by the GUC Trust.

Senior Claims Recovery Pool and Excess Sale Proceeds

• The Senior Claims Recovery Pool is a Cash pool established from the Sale Proceeds on the Plan Effective Date in an amount reasonably estimated by TPI MX V & VI (in consultation with the Prepetition Administrative Agent) to pay holders of Allowed Administrative Expense Claims (other than those assumed by Reorganized TPI MX V or Reorganized TPI MX VI under the Equity Commitment Agreement), Allowed Priority Tax Claims, Allowed Other Priority Claims, and Professional Fee Claims, plus the total Disputed amounts of such Claims.
• Surplus Senior Claims Recovery Pool Cash refers to any surplus in the funding of the Senior Claims Recovery Pool that may be released by the WindDown Co from time to time pursuant to the Plan.
• Excess Sale Proceeds consist of the Excess TPI MX V Sale Proceeds and the Excess TPI MX VI Sale Proceeds, each defined as the applicable TPI MX V or TPI MX VI Sale Proceeds less the amount needed to fund the Other Secured Claims (in accordance with applicable priorities) and the respective allocable portions of the Senior Claims Recovery Pool and the WindDown Reserve.

Professional Fees and Restructuring Expenses

• Professional Fee Claims for fees and expenses incurred by the Creditors' Committee in the aggregate in connection with the Chapter 11 Cases on or after December 3, 2025 are subject to a cap of $1,250,000.00.
• On the Plan Effective Date, TPI MX V & VI shall fund the Professional Fee Escrow with Cash from the Sale Proceeds equal to the Professional Fee Contribution Amount, which represents an allocable portion of the estimated amount necessary to pay Professional Fee Claims in full as of the Plan Effective Date, funded by TPI MX V from the TPI MX V Sale Proceeds.
  • To the extent the Affiliated Debtors fail to confirm a chapter 11 plan, the WindDown Co shall allocate additional Sale Proceeds to the Professional Fee Escrow such that the Professional Fee Claims incurred by the Creditors' Committee are paid in full up to the $1,250,000.00 cap, consistent with the Unsecured Claims Settlement.
• Restructuring Expenses, including all invoiced reasonable and documented fees, expenses, and other amounts of the DIP Agent, Prepetition Administrative Agent, DIP Lenders, and Senior Secured Lenders (whether arising before or after the Plan Effective Date), shall be paid in full in Cash from the Sale Proceeds or any other remaining Assets on the Plan Effective Date or as soon as reasonably practicable thereafter, without any requirement to file a fee application with the Bankruptcy Court.

Releases and Exculpation

• Released Parties include (a) TPI MX V and TPI MX VI, (b) the Senior Secured Lenders, (c) the Prepetition Administrative Agent, (d) the DIP Agent, (e) the DIP Lenders, (f) the GUC Trust and GUC Trustee, (g) Vestas and the Commitment Party, (h) the WindDown Co and WindDown Agent, and (i) the Related Parties of each of the foregoing, provided that any Person that timely and properly opts out of the releases shall not be a Released Party.
• Releasing Parties include (a) TPI MX V and TPI MX VI, (b) the Senior Secured Lenders, (c) the Prepetition Administrative Agent, (d) the DIP Agent, (e) the DIP Lenders, (f) Vestas and the Commitment Party, (g) each holder of a Claim in Class 1 or Class 2 that was given notice of the opportunity to opt out and does not affirmatively opt out, (h) each holder of a Claim in Class 4 that affirmatively opts in by checking the applicable box on their Ballot, and (i) the Related Parties (to the extent the Person is legally entitled to bind such Related Party), predecessors, successors, or assigns of the foregoing, provided that no Affiliated Debtor or its estate shall be considered a Releasing Party.
• Exculpated Parties include (i) TPI MX V & VI and their Estates, (ii) the Independent Directors, and (iii) the Creditors' Committee and each of its members, in each case to the maximum extent permitted by law.

Conditions Precedent to Plan Effective Date

• The Bankruptcy Court shall have entered the Confirmation Order, and the Confirmation Order shall not have been reversed, stayed, modified, or vacated on appeal.
• All actions, documents, and agreements necessary to implement and consummate the Plan and the Sale Transaction, including the application of the DIP Credit Bid, shall have been effected and executed in form and substance reasonably acceptable to TPI MX V & VI and the Commitment Party.
• The Professional Fee Contribution Amount shall have been funded in Cash.
• The Equity Commitment Agreement shall (i) have been executed and delivered, with any conditions precedent to effectiveness and to consummation of the Sale Transaction satisfied or waived in accordance therewith, and (ii) be in full force and effect and binding upon the relevant parties.