Trinseo PLC - Chapter 11 DIP Terms

Super HoldCo DIP Terms

Borrower(s) / Guarantor(s)

• Trinseo Luxco Finance SPV S.à r.l., as Lead Borrower, and Trinseo NA Finance SPV LLC, as Co-Borrower (together, the Super HoldCo Borrower)
• Trinseo PLC (Parent), Trinseo NA Finance LLC (Holdings/Super HoldCo), and certain other Debtors, as Super HoldCo Debtor Guarantors, together with certain non-Debtor affiliates as Super HoldCo Non-Debtor DIP Guarantors, guaranteeing the Super HoldCo Borrower's obligations on a joint and several basis
• The SHC Debtors consist of Parent, Holdings, the Lead Borrower, the Co-Borrower, Aristech and Altuglas

Agent / Lender(s)

• Alter Domus (US) LLC, as Administrative Agent and Collateral Agent (the Super HoldCo DIP Agent)
• The lenders party thereto from time to time, as Super HoldCo DIP Lenders
• The DIP financing is supported by an ad hoc group of Prepetition Super HoldCo Lenders represented by Paul Hastings LLP and PJT Partners LP

DIP Commitments

• Senior secured, super-priority, priming term loan debtor-in-possession credit facility, comprised of:
  • New money commitments in an aggregate principal amount of up to $52,500,000:
    • An initial draw of up to $35,000,000 (the Initial New Money Super HoldCo DIP Loans) following entry of the Interim Order
    • A second draw of the remaining undrawn New Money Commitments upon entry of the Final Order
  • A roll-up of Prepetition Super HoldCo Term Loans (including accrued and unpaid interest thereon) held by the Super HoldCo DIP Lenders, converted on a cashless basis into a tranche of DIP term loans:
    • Interim Super HoldCo Roll-Up: conversion of up to $70,000,000, at two dollars of Interim Roll-Up DIP Loans for every dollar of principal of Initial New Money Super HoldCo DIP Loans
    • Final Super HoldCo Roll-Up: conversion of up to $105,000,000 (less any Interim Super HoldCo Roll-Up DIP Loans incurred prior to entry of the Final Order), at two dollars of Roll-Up DIP Loans for every dollar of the sum of (i) the principal amount of New Money Super HoldCo DIP Loans funded as of the Final Order and (ii) the undrawn New Money Commitments as of the Final Order
• Once repaid or prepaid, the New Money Term Loans may not be reborrowed
• As of the Petition Date, the Prepetition Super HoldCo Senior Loan Parties were indebted to the Prepetition Super HoldCo Senior Lenders in an aggregate principal amount of not less than $1,266,201,797.15 of Term Loans, plus not less than $57,396,213.61 of accrued but unpaid interest; the Prepetition Super HoldCo Junior Obligors were indebted to the Prepetition Super HoldCo Junior Noteholders in an aggregate principal amount of not less than $389,788,188, plus not less than $18,120,940.04 of accrued but unpaid interest
• The Roll-Up is an inextricable component of the Super HoldCo DIP Facility; the Prepetition Super HoldCo Senior Lenders would not have otherwise consented to the use of Prepetition Super HoldCo Collateral or the subordination of their liens, and the Super HoldCo DIP Secured Parties would not otherwise have provided the facility, without its inclusion

Cash Collateral

• All of the Prepetition Super HoldCo Loan Parties' cash, whether existing on the Petition Date or thereafter, wherever located (including any cash in deposit accounts), whether as original collateral or proceeds of other Prepetition Super HoldCo Collateral, provided that Super HoldCo Cash Collateral excludes any Securitization Assets, including any bank accounts pledged pursuant to a Permitted Securitization
• The Super HoldCo Debtors are authorized, on a final basis, to use the Super HoldCo Cash Collateral in accordance with the Approved Budget and subject to the terms of the Super HoldCo DIP Facility Documents and the Final Order; the Prepetition Super HoldCo Liens continue to attach to the Super HoldCo Cash Collateral irrespective of commingling

Interest Rate

• Applicable Margin:
  • New Money Term Loans: Base Rate + 8.00%, or SOFR + 9.00%
  • Roll-Up Term Loans: Base Rate + 7.50%, or SOFR + 8.50%
• Floor: 3.00%
• Default Rate: the otherwise applicable interest rate (including any Applicable Margin) plus 2.00% per annum
• Interest on each Term Loan is due and payable in cash in arrears on each Interest Payment Date

Fees

• Fees applicable to the new money commitments:
  • Put Option Premium: 7.50% of the aggregate principal amount of each Lender's New Money Commitments as of the Closing Date, fully earned on the Closing Date and payable in kind by increasing the principal amount of New Money Term Loans on each date such loans are funded
  • Commitment Payment: 3.50% of the aggregate principal amount of each Lender's New Money Commitments as of the Closing Date, fully earned, due and payable on the Closing Date and paid in kind by increasing the principal amount of New Money Term Loans
• Administrative Agent Fee: as set forth in the Agent Fee Letter
• Reasonable and documented fees, costs, and expenses of the Super HoldCo DIP Secured Parties, including the fees and expenses of Pryor Cashman LLP (counsel to the Super HoldCo DIP Agent), Paul Hastings LLP, PJT Partners LP, and one local counsel to each of the Super HoldCo DIP Agent and the Super HoldCo DIP Lenders

Maturity

• The earliest to occur of:
  • May 28, 2027
  • Four calendar days after the Petition Date, if the Interim DIP Order (in form and substance acceptable in all respects to the Required Lenders) has not been entered
  • 35 calendar days after the Petition Date, if the Final DIP Order (in form and substance acceptable in all respects to the Required Lenders) has not been entered
  • The Chapter 11 Plan Effective Date
  • Dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases to Chapter 7 without the prior written consent of the Required Lenders
  • The acceleration of the outstanding Term Loans and termination of the commitments
  • The closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party)

Termination Events

• Each of the following constitutes a Termination Event, unless waived in writing by the Super HoldCo DIP Agent (acting at the direction of the Required Super HoldCo DIP Lenders) or the Required Super HoldCo DIP Lenders:
  • The occurrence of the maturity date of the Super HoldCo DIP Facility
  • The occurrence of an Event of Default under the Super HoldCo DIP Credit Agreement
  • The failure of the Debtors to make any payment when due to the Super HoldCo DIP Secured Parties or to the Prepetition Super HoldCo Senior Secured Parties, including any cure period
  • The consummation of a sale of substantially all of the Debtors' assets
  • The effective date of a chapter 11 plan
  • The failure to timely perform any material term of the Final Order following notice and any applicable cure period
  • Any modification, amendment, reversal, or extension of the Final Order that is materially adverse to the Super HoldCo DIP Secured Parties or the Prepetition Super HoldCo Senior Secured Parties

Carve Out

• All fees required to be paid to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a), plus interest at the statutory rate
• Up to $100,000 in fees, costs, and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code
• Allowed Professional Fees of Debtor Professionals and Committee Professionals incurred on or before the first business day following delivery of a Carve-Out Trigger Notice (the Pre-Carve-Out Trigger Notice Amount)
• Post-Carve-Out Trigger Notice Amount: Allowed Professional Fees of Debtor Professionals not to exceed $12,000,000 and of Committee Professionals not to exceed $500,000, incurred after the first business day following delivery of a Carve-Out Trigger Notice

Use of Proceeds

• The proceeds of the New Money Super HoldCo DIP Loans and the Super HoldCo Cash Collateral may be used, solely in accordance with the Approved Budget, the Super HoldCo DIP Facility Documents, and the Final Order, for:
  • The general corporate and working capital purposes of the Super HoldCo DIP Loan Parties
  • Payment of interest, fees, costs, and expenses related to the Super HoldCo DIP Facility, including the fees and expenses of the Super HoldCo DIP Secured Party Advisors and any Adequate Protection Obligations
  • Payment of the costs of administering the Chapter 11 Cases
  • Payment of prepetition expenses as provided for in the Debtors' "first day" and "second day" orders
  • Payment of amounts contemplated by the Debtors' Chapter 11 plan
  • Funding of the Carve-Out
  • Any other payments permitted by the Approved Budget
• The Roll-Up Term Loans are to be used only to roll up amounts outstanding under the Prepetition Super HoldCo Secured Obligations

Credit Bid

• Each of the Super HoldCo DIP Lender, the Super HoldCo DIP Agent, and the Prepetition Super HoldCo Agents, or their designees, has the unqualified right to credit bid up to the full amount of the Super HoldCo DIP Obligations or the Prepetition Super HoldCo Secured Obligations, respectively, in connection with any sale or disposition of all or any portion of the applicable collateral, and shall be deemed a qualified bidder
• The Super HoldCo DIP Agent and the Prepetition Super HoldCo Agents each have the absolute right to assign, transfer, sell, or otherwise dispose of their respective rights to credit bid to any acquisition vehicle or other entity formed in connection with such bid or to any other designee

Avoidance Actions

• The Super HoldCo DIP Collateral includes the proceeds of, or property recovered from, claims and causes of action arising under Chapter 5 of the Bankruptcy Code (Avoidance Action Proceeds); the Avoidance Actions themselves do not constitute Super HoldCo DIP Collateral
• The Super HoldCo DIP Secured Parties and the Prepetition Super HoldCo Secured Parties shall use commercially reasonable efforts to first obtain recoveries to satisfy any Super HoldCo DIP Obligations or Superpriority Super HoldCo DIP Claims from all Super HoldCo DIP Collateral other than Avoidance Action Proceeds

Challenge Period and Budget

• The Challenge Deadline is:
  • The earlier of (i) August 10, 2026, and (ii) the commencement of a hearing to consider confirmation of a chapter 11 plan of the OpCo Debtors, so long as such hearing commences at least 60 days after entry of the Interim Order; provided that, if prior to the deadline the cases convert to chapter 7 or a chapter 11 trustee is appointed, the deadline is extended 60 days solely with respect to any such trustee
  • Such later date as agreed to in writing by the requisite Prepetition Super HoldCo Senior Secured Parties, or as ordered by the Court for cause shown
  • Solely with respect to the Official Committee, the earlier of (i) the effective date of the Plan, if the Plan provides that holders of general unsecured claims in Class 8 are unimpaired, and (ii) 60 calendar days following the first to occur of the withdrawal of the Plan, the amendment or modification of the Plan to impair such Class 8 holders, or the Court's entry of an order denying confirmation
• Investigation Budget: the Official Committee may use no more than an aggregate of $50,000 of the Super HoldCo DIP Collateral, Prepetition Super HoldCo Collateral, Super HoldCo DIP Loans, Super HoldCo Cash Collateral, or proceeds thereof to investigate (but not litigate) the Prepetition Super HoldCo Liens, the Prepetition Super HoldCo Secured Obligations, and the Prepetition Super HoldCo Debt Documents, and no more than an aggregate of $150,000 to investigate the 2023 Refinancing and/or the 2025 Refinancing
• Provided that, solely with respect to the members of the 2028 OpCo Ad Hoc Group, the Challenge Deadline is tolled until 15 calendar days following the termination of the Restructuring Support Agreement

Securities and Priorities

• The Super HoldCo DIP Agent, for the benefit of the Super HoldCo DIP Secured Parties, is granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected security interests in and liens on all Super HoldCo DIP Collateral, subject and subordinate to the Carve-Out and Prior Liens, with the following priorities:
  • First priority liens on all Super HoldCo DIP Collateral not subject to Prior Liens (Unencumbered Property), pursuant to section 364(c)(2), subject and subordinate only to the Carve-Out
  • Priming and junior liens on all other Super HoldCo DIP Collateral, pursuant to sections 364(c)(3) and 364(d)(1), subject and subordinate only to the Carve-Out and Prior Liens, and senior to all other liens (including the Prepetition Super HoldCo Liens and the Adequate Protection Liens)
• The Super HoldCo DIP Obligations are granted allowed superpriority administrative expense claims, subject only to the Carve-Out, with priority over all other administrative and unsecured claims; provided that the Superpriority Super HoldCo DIP Claims shall be pari passu with the Securitization Facility Superpriority Claims to the extent allowed against the same Debtor or estate
• The Super HoldCo DIP Facility is senior in right of payment to the Prepetition Super HoldCo Senior Obligations and the Prepetition Super HoldCo Junior Obligations, and any amounts paid to the Prepetition Super HoldCo Secured Parties prior to repayment in full in cash of the facility, without the consent of the Required Super HoldCo DIP Lenders, shall be held in trust and turned over to the Super HoldCo DIP Agent

Adequate Protection

Prepetition Super HoldCo Senior Secured Parties

• Adequate protection against Diminution in Value, pursuant to sections 361, 362, 363, and 364 of the Bankruptcy Code, subject and subordinate to the Carve-Out, consisting of:
  • Super HoldCo Senior Adequate Protection Liens: continuing, valid, binding, enforceable, and automatically perfected postpetition liens on all Super HoldCo DIP Collateral, solely to the extent of any Diminution in Value, junior only to the Super HoldCo DIP Liens, the Prior Liens, and the Carve-Out
  • Super HoldCo Senior Adequate Protection Claim: an allowed superpriority administrative expense claim under section 507(b), solely to the extent of any Diminution in Value, junior to the Superpriority Super HoldCo DIP Claims, the Securitization Facility Superpriority Claims, and the Carve-Out
  • Payment of all reasonable and documented out-of-pocket fees and expenses of the Prepetition Super HoldCo Senior Agent and Lenders, including the fees and expenses of the Senior Secured Party Advisors

Prepetition Super HoldCo Junior Secured Parties

• Super HoldCo Junior Adequate Protection Liens: continuing, valid, binding, enforceable, and automatically perfected postpetition liens on all Super HoldCo DIP Collateral, solely to the extent of any Diminution in Value, junior only to the Carve-Out, the Super HoldCo DIP Liens, the Prior Liens, the Super HoldCo Senior Adequate Protection Liens, and the Prepetition Super HoldCo Senior Liens
• Super HoldCo Junior Adequate Protection Claim: an allowed superpriority administrative expense claim under section 507(b), solely to the extent of any Diminution in Value, junior to the Carve-Out, the Superpriority Super HoldCo DIP Claims, the Securitization Facility Superpriority Claims, the Super HoldCo Senior Adequate Protection Claims, and the Prepetition Super HoldCo Senior Obligations, and not entitled to recovery to the extent the foregoing are not paid in full in cash

Waivers

• Subject to entry of the Final Order:
  • Section 506(c): the Super HoldCo Debtors and their estates waive the right to surcharge the Super HoldCo DIP Collateral as to the Super HoldCo DIP Secured Parties and the Prepetition Super HoldCo Collateral as to the Prepetition Super HoldCo Secured Parties
  • Section 552(b): the "equities of the case" exception shall not apply to the Prepetition Super HoldCo Secured Parties or the Prepetition Super HoldCo Secured Obligations
  • The equitable doctrine of "marshaling" and other similar doctrines shall not apply with respect to the Super HoldCo DIP Collateral or the Prepetition Super HoldCo Collateral, except to the extent of the Carve-Out

Permitted Variance

• Permitted Variance means 17.5%
• The Loan Parties shall not permit the Disbursements Variance (excluding professional fees) to exceed the Permitted Variance over any Applicable Period (other than where total actual operating disbursements are less than total budgeted operating disbursements)
• The Loan Parties shall not permit Liquidity, as of the last business day of the calendar week immediately preceding each Liquidity Report Deadline, to be less than $25,000,000

OpCo DIP Terms

Borrower(s) / Guarantor(s)

• Trinseo Holding S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), as Lead Borrower (the "OpCo Lead Borrower")
• Trinseo Materials Finance, Inc., a Delaware corporation, as Co-Borrower (the "OpCo Co-Borrower," and together with the OpCo Lead Borrower, the "OpCo Borrower")
• Trinseo Luxco S.à r.l., a Luxembourg private limited liability company, as Holdings ("OpCo Holdings") and as a Debtor and Debtor-in-Possession
• Certain other Debtors, as guarantors (the "OpCo Debtor Guarantors"), guaranteeing the OpCo Borrower's obligations on a joint and several basis
• Certain non-Debtor affiliates, as guarantors (the "OpCo Non-Debtor DIP Guarantors")

Agent / Lender(s)

• Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent (the "OpCo DIP Agent")
• The lenders party thereto from time to time, as DIP Lenders (the "OpCo DIP Lenders")

DIP Commitments

• A senior secured, superpriority, priming debtor-in-possession term loan facility (the "OpCo DIP Facility") comprised of:
  • New money commitments in an aggregate principal amount of up to $90,000,000, made available as:
    • An initial draw of up to $60,000,000 (the "Initial New Money OpCo DIP Loans") following entry of the Interim Order
    • A second draw of the remaining undrawn New Money Commitments upon entry of the Final Order (the "Final New Money OpCo DIP Loans" / "Delayed Draw New Money Term Loans")
  • A roll-up of Prepetition OpCo Revolver Obligations into a tranche of term loans on a cashless 2:1 basis — for the Interim OpCo Roll-Up, two dollars of roll-up loans for every one dollar of Initial New Money OpCo DIP Loans; and for the Final OpCo Roll-Up, two dollars of roll-up loans for every one dollar of the sum of (i) the New Money OpCo DIP Loans funded as of entry of the Final Order and (ii) the undrawn New Money Commitments as of entry of the Final Order:
    • Interim OpCo Roll-Up: up to $120,000,000, upon entry of the Interim Order
    • Final OpCo Roll-Up: up to $180,000,000, less any Interim Roll-Up incurred prior to entry of the Final Order
• As of the Petition Date, the Prepetition OpCo Revolver Loan Parties were indebted to the Prepetition OpCo Revolver Lenders in an aggregate principal amount of not less than $350,892,666.61 of revolving loans, plus not less than $1,685,828.70 of accrued but unpaid interest, plus not less than $33,837,086.23 of existing undrawn letters of credit
• As of the Petition Date, the Prepetition OpCo Junior Loan Parties were indebted to the Prepetition OpCo Junior Lenders in an aggregate principal amount of not less than $2,223,858,986.46, plus not less than $96,723,046.92 of accrued but unpaid interest
• No Lender is required to make Term Loans in excess of its New Money Commitments, and once repaid or prepaid, the New Money Term Loans may not be reborrowed

Cash Collateral

• OpCo Cash Collateral consists of all of the Prepetition OpCo Loan Parties' cash, wherever located, including cash in deposit accounts, whether as original collateral or proceeds of other Prepetition OpCo Collateral, within the meaning of section 363(a) of the Bankruptcy Code
  • Excludes any Securitization Assets, including any bank accounts pledged pursuant to a Permitted Securitization
• The OpCo Debtors are authorized to use OpCo Cash Collateral in accordance with the Approved Budget and subject to the terms of the OpCo DIP Facility Documents and the Final Order
• The Prepetition OpCo Liens continue to attach to the OpCo Cash Collateral irrespective of any commingling with other cash of the Debtors
• The OpCo Debtors shall not dispose of any portion of the OpCo DIP Collateral outside the ordinary course of business without the prior written consent of the Required OpCo DIP Lenders, except as provided in the OpCo DIP Facility Documents

Interest Rate

• Applicable Margin:
  • New Money Term Loans: 8.00% (Base Rate Loans); 9.00% (SOFR Rate Loans)
  • Roll-Up Term Loans (2026 Bridge): 8.00% (Base Rate Loans); 9.00% (SOFR Rate Loans)
  • Roll-Up Term Loans (Rev): 1.25% (Base Rate Loans); 2.25% (SOFR Rate Loans and Letter of Credit fees)
• Default Rate Increase: 2.00% per annum above the otherwise applicable rate
• Interest is due and payable in arrears on each Interest Payment Date

Fees

• Commitment Payment: 3.50% of the aggregate principal amount of each Lender's New Money Commitments as of the Closing Date, fully earned, due, and payable on the Closing Date, paid in kind by increasing the principal amount of the New Money Term Loans
• Put Option Premium: paid in kind by increasing the aggregate principal amount of the New Money Term Loans
• Administrative Agent Fee: as set forth in the Agent Fee Letter
• Reasonable and documented fees, costs, and expenses of the OpCo DIP Secured Party Advisors, including White & Case LLP (counsel to the OpCo DIP Agent), Paul Hastings LLP, PJT Partners LP, one local counsel, and other necessary counsel or advisors with the prior written consent of the Debtors
• Indemnification obligations under the OpCo DIP Facility Documents

Maturity

• The earliest to occur of:
  • May 28, 2027
  • 11:59 p.m. New York City time on the date that is four calendar days after the Petition Date, if the Interim DIP Order has not been entered
  • 11:59 p.m. New York City time on the date that is 35 calendar days after the Petition Date, if the Final DIP Order has not been entered
  • The Chapter 11 Plan Effective Date
  • Dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases to Chapter 7 without the prior written consent of the Required Lenders
  • The acceleration of the outstanding Term Loans and termination of the commitments pursuant to Section 8.02
  • The closing of a sale of all or substantially all of the assets or equity of the Loan Parties (other than to another Loan Party)
• The Borrowers may voluntarily prepay any Class of Term Loans in whole or in part without premium or penalty

Termination Events

• Termination Events under the Final Order include the occurrence of the maturity date; an Event of Default under the OpCo DIP Credit Agreement; the Debtors' failure to make required payments; the consummation of a sale of substantially all of the Debtors' assets; the effective date of a chapter 11 plan; the Debtors' failure to timely perform material obligations under the Final Order; and any modification of the Final Order materially adverse to the OpCo DIP Secured Parties or Prepetition OpCo Revolver Secured Parties
• Upon a Termination Event, the OpCo DIP Agent or Required OpCo DIP Lenders may exercise remedies—including terminating use of OpCo Cash Collateral, terminating the OpCo DIP Facility, declaring the OpCo DIP Obligations immediately due and payable, charging the default rate, and requiring cash collateralization of letters of credit—following delivery of a Termination Notice and a five-Business-Day Remedies Notice Period

Carve Out

• Pre-Carve-Out Trigger Notice Amount, consisting of:
  • All fees due to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a), plus interest at the statutory rate
  • Up to $100,000 in Chapter 7 trustee fees, costs, and expenses under section 726(b)
  • Allowed Professional Fees of Debtor Professionals and Committee Professionals incurred on or before the first Business Day following delivery of a Carve-Out Trigger Notice
• Post Carve-Out Trigger Notice Amount: Allowed Professional Fees of Debtor Professionals not to exceed $12,000,000 and of Committee Professionals not to exceed $500,000
• A Carve-Out Trigger Notice may be delivered only following the occurrence and during the continuation of a Termination Event, acceleration of the OpCo DIP Obligations, and termination of the Debtors' consensual use of Cash Collateral

Use of Proceeds

• General corporate and working capital purposes of the OpCo DIP Loan Parties
• Payment of interest, fees, costs, and expenses related to the OpCo DIP Facility, including the fees and expenses of the OpCo DIP Secured Party Advisors and any Adequate Protection Obligations
• Payment of the costs of administering the Chapter 11 Cases
• Payment of prepetition expenses as provided for in the Debtors' "first day" and "second day" orders
• Payment of amounts contemplated by the Debtors' Chapter 11 plan
• Funding of the Carve-Out and any other payments permitted by the Approved Budget
• The Roll-Up Term Loans may be used solely to roll up amounts outstanding under the Prepetition OpCo Secured Obligations

Credit Bid

• Each of the OpCo DIP Lender, the OpCo DIP Agent, and the Prepetition OpCo Agents (or their designees) shall have the unqualified right to credit bid up to the full amount of the OpCo DIP Obligations or the Prepetition OpCo Secured Obligations, respectively, in connection with any sale or other disposition of the OpCo DIP Collateral or Prepetition OpCo Collateral, and shall automatically be deemed a "qualified bidder"
• The OpCo DIP Agent and the Prepetition OpCo Agents shall have the absolute right to assign, transfer, sell, or otherwise dispose of their respective credit bid rights to any acquisition vehicle or other entity formed in connection with such bid, or to any other designee

Avoidance Actions

• The OpCo DIP Collateral includes the proceeds of or property recovered from claims and causes of action arising under Chapter 5 of the Bankruptcy Code (the "Avoidance Action Proceeds"); the Avoidance Actions themselves do not constitute OpCo DIP Collateral
• The OpCo DIP Secured Parties and the Prepetition OpCo Secured Parties shall use commercially reasonable efforts to first obtain recoveries from all OpCo DIP Collateral other than Avoidance Action Proceeds

Challenge Period and Budget

• The Challenge Deadline is the earlier of:
  • August 10, 2026
  • The commencement of a hearing to consider confirmation of a chapter 11 plan of the OpCo Debtors, so long as such hearing commences at least 60 days after entry of the Interim Order
• If, prior to the Challenge Deadline, the cases convert to Chapter 7 or a Chapter 11 trustee is appointed, the deadline is extended 60 days solely with respect to such trustee
• The deadline may also be extended to a later date agreed in writing by the requisite Prepetition OpCo Revolver Secured Parties or as ordered by the Court for cause
• Solely with respect to the members of the 2028 OpCo Ad Hoc Group, the deadline is tolled until 15 calendar days following termination of the Restructuring Support Agreement
• Solely with respect to the Official Committee, the deadline is the earlier of the effective date of the Plan (if it leaves general unsecured claims in Class 8 unimpaired) and 60 calendar days following the withdrawal, impairing modification, or denial of confirmation of the Plan
• Investigation Budget for the Official Committee:
  • Up to $50,000 to investigate the validity, enforceability, extent, perfection, or priority of the Prepetition OpCo Liens, Prepetition OpCo Secured Obligations, and Prepetition OpCo Loan Documents
  • Up to $150,000 to investigate the 2023 Refinancing and/or the 2025 Refinancing

Securities and Priorities

• Pursuant to sections 364(c)(3) and 364(d)(1) of the Bankruptcy Code, the OpCo DIP Agent is granted automatically perfected OpCo DIP Liens on all OpCo DIP Collateral, including all OpCo Cash Collateral, which liens are:
  • Subject and subordinate only to the Carve-Out and the Prior Liens
  • Senior to all other liens and security interests in the OpCo DIP Collateral, including those that would otherwise be subject to the Prepetition OpCo Liens
  • Otherwise subject to the relative priorities set forth in Exhibit 3 of the Final Order
• Pursuant to sections 364(c)(1) and 364(e) of the Bankruptcy Code, the OpCo DIP Obligations are granted allowed superpriority administrative expense claims (the "Superpriority OpCo DIP Claims") with priority over all other administrative and unsecured claims, subject only to the Carve-Out
  • The Superpriority OpCo DIP Claims are joint and several against each OpCo Debtor and shall be pari passu with the Securitization Facility Superpriority Claims

Adequate Protection

Prepetition OpCo Revolver Secured Parties

• OpCo Revolver Adequate Protection Liens on all OpCo DIP Collateral, solely to the extent of any Diminution in Value, junior only to the OpCo DIP Liens, the Prior Liens, and the Carve-Out, and senior to all other liens, including the Prepetition OpCo Revolver Liens, the OpCo Junior Adequate Protection Liens, and the Prepetition OpCo Junior Liens
• An allowed superpriority administrative expense claim under section 507(b) (the "OpCo Revolver Adequate Protection Claim"), to the extent of any Diminution in Value, junior to the Superpriority OpCo DIP Claims, the Securitization Facility Superpriority Claims, and the Carve-Out
• Cash payment on the Closing Date of all accrued and unpaid interest under the Prepetition OpCo Revolver Loan Documents, and thereafter all interest as and when due
  • Interest is calculated at the default rates, with default interest in excess of the non-default rate paid in kind
• Payment of the prepetition and postpetition reasonable and documented fees and expenses of the Revolver Party Advisors, including White & Case, Paul Hastings, PJT, and one local counsel

Prepetition OpCo Junior Secured Parties

• OpCo Junior Adequate Protection Liens on all OpCo DIP Collateral, to the extent of any Diminution in Value, junior only to the Carve-Out, the OpCo DIP Liens, the Prior Liens, the OpCo Revolver Adequate Protection Liens, and the Prepetition OpCo Revolver Liens, and senior to all other liens
• An allowed superpriority administrative expense claim under section 507(b) (the "OpCo Junior Adequate Protection Claim"), to the extent of any Diminution in Value, junior to the Carve-Out, the Superpriority OpCo DIP Claims, the Securitization Facility Superpriority Claims, the OpCo Revolver Adequate Protection Claims, and the Prepetition OpCo Revolver Obligations
  • The OpCo Junior Adequate Protection Claim shall not be entitled to a recovery unless the senior claims and the Prepetition OpCo Revolver Obligations are paid in full in cash

Waivers

• Subject to entry of the Final Order:
  • Section 506(c): The OpCo Debtors and their estates waive the right to surcharge the OpCo DIP Collateral and the Prepetition OpCo Collateral
  • Section 552(b): The "equities of the case" exception shall not apply to the Prepetition OpCo Secured Parties or the Prepetition OpCo Secured Obligations
  • The equitable doctrine of "marshaling" and other similar doctrines shall not apply with respect to the OpCo DIP Collateral or the Prepetition OpCo Collateral

Permitted Variance

• The Permitted Variance is 17.5%; the Loan Parties shall not permit the Disbursements Variance (excluding professional fees) to exceed the Permitted Variance over any Applicable Period, other than where total actual operating disbursements are less than total budgeted operating disbursements
• The Applicable Period is generally the two-week period consisting of the calendar week ending on the Sunday immediately preceding the applicable Variance Report Deadline
• Minimum Liquidity: the Loan Parties shall not permit Liquidity, as of the last Business Day of the calendar week immediately preceding each Liquidity Report Deadline, to be less than $100,000,000

Milestones

• The Loan Parties must satisfy the case Milestones set forth in Schedule 1.01B to the OpCo DIP Credit Agreement (Section 6.23), by the times and in the manner required
• Failure to satisfy any Milestone constitutes an Event of Default under the OpCo DIP Credit Agreement and a Termination Event