Trinseo PLC - Chapter 11 Plan Terms

Plan Terms

Overview

• Trinseo PLC and its debtor affiliates (the “Debtors”) filed an Amended Joint Prepackaged Plan of Reorganization implementing a Restructuring Support Agreement (“RSA”) dated May 13, 2026, by and among the Company Parties and the Supporting Creditors, attached as Exhibit B to the Disclosure Statement.
  • The “Supporting Creditors” are, collectively, the Supporting Super HoldCo 1L Lenders, the Supporting RCF Lenders, the Supporting OpCo 2028 Term Lenders, and the OpCo Intercompany Term Lender.
  • The Ad Hoc Group of Senior Secured Creditors, comprising Super HoldCo 1L Lenders and RCF Lenders, is represented by Paul Hastings LLP and PJT Partners LP; the Ad Hoc Group of OpCo 2028 Term Lenders is represented by Gibson, Dunn & Crutcher LLP and Lazard Frères & Co. LLC.
  • A “Minority Ad Hoc Group” of creditors led by CastleKnight Management LP did not execute the RSA.
  • The Official Committee of Unsecured Creditors was appointed pursuant to the Notice of Appointment filed by the U.S. Trustee on June 10, 2026 [Docket No. 205].
• Although proposed jointly for administrative purposes, the Plan constitutes a separate plan for each Debtor and does not contemplate substantive consolidation. Each Debtor is a Plan proponent, and the classifications in Article 3 apply separately to each Debtor’s plan.
• The Plan is deemed a motion to approve the good-faith compromises and settlements of all Claims, Interests, Causes of Action, and controversies pursuant to Bankruptcy Rule 9019, including the Intercompany Settlement.
• The Debtors’ prepetition funded debt consists of the Super HoldCo 1L Loans, the RCF Obligations, the OpCo Term Loans, and the 7.625% second lien notes due 2029.
  • The Super HoldCo 1L Credit Agreement is dated September 8, 2023, with Alter Domus (US) LLC as agent; the RCF Credit Agreement is dated January 17, 2025, and the OpCo Term Loan Credit Agreement is dated September 6, 2017, in each case with Deutsche Bank AG New York Branch as agent; and the 2029 Indenture is dated January 17, 2025, with The Bank of New York Mellon as trustee.
  • The Plan references the 2023 Refinancing (on or around September 8, 2023), the 2025 Refinancing (on or around January 17, 2025), and the 2026 Financings, consisting of $50 million of incremental RCF Obligations incurred on April 10, 2026 and $25 million of incremental RCF Obligations incurred on May 13, 2026.

Restructuring Transactions

• Entry of the Combined Order authorizes the Debtors and Reorganized Debtors to take all actions necessary to consummate the Plan, subject to the consent rights and obligations in the RSA. The Restructuring Transactions may include issuances, transfers, mergers, amalgamations, consolidations, restructurings, dispositions, liquidations, conversions, elections, contributions, distributions, dissolutions, cancellations, formations, or creations of new Entities, subject to receipt of the Regulatory Approvals.
• Actions to effectuate the Restructuring Transactions may include, among others:
  • Implementation and consummation of the Equity Rights Offering pursuant to the Equity Rights Offering Documents.
  • Issuance and distribution of Plan Securities.
  • Entry into the Exit RCF Facility, the Exit Term Loan Facility, and the Exit Securitization Program.
  • The Irish Examinership Proceedings.
  • Execution, filing, and implementation of the Lien/Guaranty Release Documents.
• The Restructuring Transactions shall include those set forth in the Restructuring Steps Exhibit, to be filed with the Plan Supplement, and shall be deemed to occur in the sequence set forth therein pursuant to sections 363 and 1123 of the Bankruptcy Code.
• The Restructuring Transactions and the Chapter 11 Cases will be financed by (a) the consensual use of Cash collateral consistent with the applicable prepetition intercreditor agreements, (b) the Postpetition Securitization Program, (c) the OpCo DIP Facility, and (d) the Super HoldCo DIP Facility.
• Immediately following consummation of the Equity Rights Offering, and without further action by any Person, the OpCo Contribution and the Super HoldCo Contribution (together, the “Contributions”) shall be consummated, pursuant to which the ERO Interests, ERO Allocation Interests, and Premium Interests held by the Equity Rights Offering Commitment Parties and each other Person that exercises Subscription Rights (or their respective designees) are contributed to Reorganized Parent in exchange for a corresponding number of Reorganized Common Interests.

Intercompany Settlement

• The Plan gives effect to the Intercompany Settlement, which resolves all Claims and Causes of Action directly or indirectly related to the OpCo Intercompany Term Loans between the OpCo Debtors and the OpCo Intercompany Term Lender, Trinseo Luxco Finance — including all Claims and Causes of Action against their respective directors, managers, officers, and other related parties, and any such Claims or Causes of Action investigated as part of the OpCo Investigation. Among other things, the Intercompany Settlement provides for:
  • Allowance of the OpCo Intercompany Term Loan Claims in an agreed reduced, liquidated amount.
  • The treatment afforded to Holders of Allowed OpCo 2028 Term Loan Claims, including the OpCo Exit Distribution and the OpCo 2028 Subscription Rights.
  • The treatment afforded to Holders of Allowed OpCo Intercompany Term Loan Claims, including the OpCo Intercompany Subscription Rights.
  • The allocation of Professional Fee Claims and Restructuring Fees and Expenses among the Debtors as set forth in the RSA.
  • The gift, through a carve-out of the Collateral securing the Allowed OpCo Intercompany Term Loan Claims, of the portion of the OpCo Exit Distribution otherwise allocable to such Claims to the Supporting OpCo 2028 Term Lenders.
• The OpCo Investigation was conducted by the OpCo Independent Managers, M. Elizabeth Abrams and Alan J. Carr, with the assistance of Quinn Emanuel Urquhart & Sullivan, LLP and Portage Point Partners LLC, into potential claims or Causes of Action that may be asserted by or on behalf of Trinseo Holding or Trinseo LuxCo, including those arising from the 2023 Refinancing, the 2025 Refinancing, and the 2026 Financings, and whether such claims should be retained, released, or settled.
  • A parallel Super HoldCo Investigation was conducted by the independent directors of Trinseo PLC and Trinseo Luxco Finance SPV S.à r.l., with the assistance of McDermott Will & Schulte LLP.
• Entry of the Combined Order constitutes the Bankruptcy Court’s approval of the Intercompany Settlement pursuant to sections 363 and 1123(b) of the Bankruptcy Code and Bankruptcy Rule 9019, and a finding that it is fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and all Holders of Claims and Interests.

DIP Financing

• The Debtors have two senior secured superpriority debtor-in-possession term loan facilities, each governed by a super-senior secured debtor-in-possession credit agreement and each comprising new money loans and roll-up loans:
  • The OpCo DIP Facility, comprising OpCo DIP New Money Loans and OpCo DIP Roll-Up Loans consisting of rolled-up RCF Claims, provided by the OpCo DIP Commitment Parties and other RCF Lenders party thereto, pursuant to a commitment letter dated May 13, 2026 attached as Exhibit D to the RSA.
  • The Super HoldCo DIP Facility, comprising Super HoldCo DIP New Money Loans and Super HoldCo DIP Roll-Up Loans consisting of rolled-up Super HoldCo 1L Claims, provided by the Super HoldCo DIP Commitment Parties and other Super HoldCo 1L Lenders party thereto, pursuant to a commitment letter dated May 13, 2026 attached as Exhibit E to the RSA.
• OpCo DIP Claims shall be Allowed in an amount equal to the sum of (i) principal outstanding as of the Effective Date, (ii) accrued and unpaid interest to the date of payment (including, as to the OpCo DIP Roll-Up Claims, accrued postpetition interest at the contractual default rate), (iii) the OpCo DIP Put Option Premium, and (iv) all accrued and unpaid fees, expenses, and non-contingent indemnification obligations under the OpCo DIP Documents.
  • Each Holder shall receive payment in full in Cash, provided that no distribution shall be made on account of accrued postpetition default-rate interest with respect to the OpCo DIP Roll-Up Claims.
• Super HoldCo DIP Claims shall be Allowed in an amount equal to the sum of (i) principal outstanding as of the Effective Date, (ii) accrued and unpaid interest to the date of payment, (iii) the Super HoldCo DIP Put Option Premium, and (iv) all accrued and unpaid fees, expenses, and non-contingent indemnification obligations under the Super HoldCo DIP Documents.
  • Each Holder shall receive payment in full in Cash on account of its Super HoldCo DIP New Money Claim, and its Pro Rata Share of the Super HoldCo DIP Roll-Up Distribution on account of its Super HoldCo DIP Roll-Up Claim.
  • The Super HoldCo DIP Roll-Up Distribution consists of the Super HoldCo DIP Distributable Cash, if any — the excess, if any, of the RCF Distributable Cash over the aggregate amount of all Allowed RCF Claims — and, to the extent Allowed Super HoldCo DIP Roll-Up Claims exceed that amount, such excess in the form of Takeback Term Loans and/or Cash.

Postpetition and Exit Securitization Program

• The Postpetition Securitization Program is the Debtors’ Prepetition Securitization Program as in effect during the postpetition period, on terms reasonably acceptable to the Debtors, the Requisite Supporting OpCo 2028 Term Lenders, and the Requisite Supporting Senior Creditors. All Postpetition Securitization Program Claims shall be Allowed and, except to the extent a Holder agrees to less favorable treatment, shall on the Effective Date be (a) paid in full in Cash in accordance with the Postpetition Securitization Program Documents or (b) consensually amended and extended into the Exit Securitization Program.
• On the Effective Date, the Postpetition Securitization Program shall convert into, or be refinanced by, the Exit Securitization Program, and Confirmation shall be deemed to constitute Bankruptcy Court approval of the Exit Securitization Program and the Exit Securitization Program Documents.
  • All Liens and security interests granted in connection with the Exit Securitization Program shall be legal, valid, binding, perfected, and enforceable, with perfection occurring automatically by virtue of the Combined Order and without further filings, recordings, approvals, or consents.
• On the Effective Date, or as soon as reasonably practicable thereafter, all reasonable and documented fees and out-of-pocket expenses incurred by advisors to the parties to the Postpetition Securitization Program shall be paid in full in Cash to the extent required under the applicable documents.

Exit Financing

• The Exit Term Loan Facility will consist of Exit Term Loans in an aggregate principal amount of $850 million, comprising New Term Loans and/or Takeback Term Loans as determined by the Exit Term Loan Process.
  • If the Debtors obtain a New Term Loan Facility of no less than $850 million, the Exit Term Loan Facility will consist solely of that facility; if no New Term Loan Facility is obtained, it will consist of the Takeback Term Loan Facility; and if a New Term Loan Facility of less than $850 million is obtained, it will consist of a combination, with the Takeback Term Loan Facility sized at the difference between $850 million and the New Term Loan Facility.
  • Under the Exit Term Loan Process, the Debtors, in consultation with the Requisite Supporting Senior Creditors and the Requisite Supporting OpCo 2028 Term Lenders, will engage one or more third-party investment banks reasonably acceptable to the Debtors and the Requisite Supporting Senior Creditors, and will solicit and use commercially reasonable efforts to obtain commitments for the New Term Loan Facility from one or more third-party lenders on terms equal to or better than those in the Exit Term Loan Facility Term Sheet (attached as Annex III to the Restructuring Term Sheet) and otherwise reasonably acceptable to the Debtors and the Requisite Supporting Senior Creditors.
• The Exit RCF Facility will be a newly syndicated revolving credit facility on market terms in an aggregate principal amount of at least $200 million, to be entered into by certain Reorganized Debtors on the Effective Date. A New Intercreditor Agreement among certain Reorganized Debtors, the Exit Term Loan Agent, and the Exit RCF Agent will be entered into on the Effective Date, if necessary.
• On the Effective Date, the Exit Term Loan Credit Documents and the Exit RCF Facility Documents shall constitute legal, valid, binding, and authorized obligations of the Reorganized Debtors, not subject to discharge, impairment, release, or avoidance under the Plan or the Combined Order.
  • Liens granted under the Exit Term Loan Credit Documents shall be deemed granted and automatically perfected on the Effective Date, with the priority set forth therein, and shall not be subject to avoidance, recovery, turnover, recharacterization, or subordination.

Equity Rights Offering

• On the Effective Date, the Reorganized Debtors shall consummate the Equity Rights Offering, pursuant to which Trinseo Materials and US Holding, as applicable, shall issue and/or distribute ERO Interests to Eligible Holders that validly exercise Subscription Rights, and the ERO Allocation Interests and Premium Interests to the Equity Rights Offering Commitment Parties.
  • Eligible Holders are Holders of Allowed OpCo 2028 Term Loan Claims or Allowed Super HoldCo 1L Claims that are accredited investors, qualified institutional buyers, or non-U.S. persons in an offshore transaction.
  • Each Eligible Holder may exercise all, a portion, or none of its Subscription Rights. No oversubscription rights shall be granted.
  • OpCo Intercompany Subscription Rights shall be issued only to Holders of Super HoldCo 1L Claims, without duplication.
• The Equity Rights Offering is fully backstopped, severally and not jointly, by the Equity Rights Offering Commitment Parties pursuant to the OpCo 2028 Backstop Purchase Agreement and the Super HoldCo Backstop Purchase Agreement. To the extent ERO Interests remain unsubscribed following the Equity Rights Offering Procedures, the applicable Commitment Parties are required to purchase their respective allocations.
• The ERO Interests will be offered as follows, in each case measured as a percentage of the Reorganized Common Interests issued and outstanding on the Effective Date following the effectiveness of the Contributions and all other Effective Date issuances (prior to any MIP issuances, but subject to dilution by the MIP):
  • OpCo 2028 ERO Interests, exchangeable for 10.74% of the Reorganized Common Interests, for an aggregate purchase price of $60.75 million.
  • Super HoldCo ERO Interests, exchangeable for 14.02% of the Reorganized Common Interests, for an aggregate purchase price of $79.32 million.
  • OpCo Intercompany ERO Interests, exchangeable for 22.97% of the Reorganized Common Interests, for an aggregate purchase price of $129.93 million.
• On the Effective Date, the applicable Commitment Parties shall purchase the ERO Allocation Interests:
  • OpCo 2028 ERO Allocation Interests, exchangeable for 7.16% of the Reorganized Common Interests, allocated solely to the OpCo 2028 ERO Commitment Parties, for $40.50 million.
  • Super HoldCo ERO Allocation Interests, representing 24.66% of the Reorganized Common Interests, allocated solely to the Super HoldCo ERO Commitment Parties, for $139.50 million.
• Entry of the Combined Order constitutes Bankruptcy Court approval of the Equity Rights Offering, the Equity Rights Offering Backstop Purchase Agreements, the Premium Interests, and the ERO Allocation Interests. On the Effective Date, the Debtors’ rights and obligations under the Backstop Purchase Agreements vest in the Reorganized Debtors.
• Except as otherwise provided in the Restructuring Steps Exhibit, proceeds of the Equity Rights Offering and the sale of the ERO Allocation Interests shall be used to: (a) first, repay in full in Cash the OpCo DIP Claims; (b) second, repay in full in Cash the Super HoldCo DIP New Money Claims; (c) third, make distributions on account of RCF Claims, including accrued but unpaid postpetition interest at the non-default contract rate; and (d) fourth, make distributions on account of Super HoldCo DIP Roll-Up Claims.

Premium Interests

• The OpCo 2028 ERO Commitment Parties are entitled to OpCo 2028 ERO Premium Interests consisting of (i) shares exchangeable for 1.79% of the Reorganized Common Interests and (ii) shares exchangeable for 2.0% of the Reorganized Common Interests, in each case on the terms set forth in the OpCo 2028 Backstop Purchase Agreement.
• The Super HoldCo ERO Commitment Parties are entitled to Super HoldCo ERO Premium Interests exchangeable for 6.16% of the Reorganized Common Interests on the terms set forth in the Super HoldCo Backstop Purchase Agreement.
• The Specified ERO Commitment Parties — the two members of the Ad Hoc Group of OpCo 2028 Term Lenders that directly or beneficially hold greater than $50 million in Super HoldCo 1L Claims as of the RSA date — are entitled to Super HoldCo Settlement Premium Interests consisting of (a) $5 million principal amount of Takeback Term Loans and/or Cash and (b) shares exchangeable for 0.5% of the Reorganized Common Interests.
• All such percentages are measured against the Reorganized Common Interests issued and outstanding on the Effective Date following the effectiveness of the Contributions and all other Effective Date issuances (prior to any MIP issuances, but subject to dilution by the MIP).

Classification and Treatment of Claims and Interests

• Administrative Claims and Priority Tax Claims are not classified. Except to the extent a Holder agrees to less favorable treatment, each Holder of an Allowed Administrative Claim (other than a Professional Fee Claim or statutory fees under section 1930) shall receive, at the Debtors’ or Reorganized Debtors’ option, payment in full in Cash, such other agreed less favorable treatment, or such other treatment permitted by section 1129(a)(9); Administrative Claims incurred in the ordinary course may be paid in the ordinary course. Each Holder of an Allowed Priority Tax Claim shall be treated in accordance with section 1129(a)(9)(C), and any Liens securing Allowed Priority Tax Claims shall be released, terminated, and extinguished on the Effective Date.
• The Plan classifies Claims and Interests into 12 Classes:
  • Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (Secured Tax Claims), and Class 8 (General Unsecured Claims) are Unimpaired and presumed to accept.
  • Class 4 (RCF Claims), Class 5 (Super HoldCo 1L Claims), and Class 6 (OpCo Term Loan Claims) are Impaired and entitled to vote.
  • Class 7 (Unsecured Funded Debt Claims), Class 9 (510(b) Claims), and Class 12 (Existing Equity Interests) are Impaired and deemed to reject.
  • Class 10 (Intercompany Claims) and Class 11 (Intercompany Interests) are either Unimpaired and presumed to accept or Impaired and deemed to reject.
• Class 4 – RCF Claims: Allowed in the aggregate principal amount of $350,892,666.61, plus accrued and unpaid fees, costs, and interest.
  • Each Holder (other than on account of any portion rolled up as OpCo DIP Roll-Up Loans) shall receive its Pro Rata Share of the RCF Distribution, with no distribution on account of accrued default rate interest.
  • The RCF Distribution consists of the RCF Distributable Cash, if any, and, to the extent Allowed RCF Claims exceed that amount, such excess in Takeback Term Loans and/or Cash. RCF Distributable Cash is the amount by which the Debtors’ projected unrestricted Cash on the Effective Date (including net Cash proceeds of the New Term Loan Facility, if applicable, and the Equity Rights Offering) exceeds $125 million, after accounting for amounts paid on account of Allowed OpCo DIP Claims and Allowed Super HoldCo DIP New Money Claims, as determined in good faith by the Debtors’ Chief Restructuring Officer.
• Class 5 – Super HoldCo 1L Claims: Allowed in the aggregate principal amount of $1,266,201,797.15, plus accrued and unpaid fees, costs, and interest as of the Petition Date, minus the aggregate amount of the Super HoldCo 1L Deficiency Claims.
  • Each Holder (other than on account of any portion rolled up as Super HoldCo DIP Roll-Up Loans) shall receive its Pro Rata Share of the Super HoldCo 1L Distribution, consisting of (a) $810 million minus amounts distributed under clause (b) of the RCF Distribution and clause (b) of the Super HoldCo DIP Roll-Up Distribution, in the form of Takeback Term Loans and/or Cash; (b) 10% of the Reorganized Common Interests issued and outstanding on the Effective Date following the Contributions and all other Effective Date issuances (prior to MIP issuances, subject to MIP dilution); (c) the Super HoldCo Subscription Rights; and (d) the OpCo Intercompany Subscription Rights.
• Class 6 – OpCo Term Loan Claims: Allowed in the aggregate principal amount of $2,223,858,986.46, comprising $716,250,000.00 of OpCo 2028 Term Loan Claims and $1,507,608,986.46 of OpCo Intercompany Term Loan Claims, in each case plus accrued and unpaid fees, costs, and interest as of the Petition Date, subject to the terms of the Intercompany Settlement.
  • Each Holder shall receive its Pro Rata Share of (a) the OpCo Exit Distribution — $35 million in aggregate principal amount of Takeback Term Loans and/or Cash — provided that, pursuant to the Intercompany Settlement, the OpCo Intercompany Term Lender’s Pro Rata Share is gifted, through a carve-out of the Collateral securing the Allowed OpCo Intercompany Term Loan Claims, to the Supporting OpCo 2028 Term Lenders on account of their Allowed OpCo 2028 Term Loan Claims, allocated among them based on the proportion that each such lender’s Allowed OpCo Term Loan Claims bear to the aggregate Allowed OpCo Term Loan Claims held by all Supporting OpCo 2028 Term Lenders; and (b) the OpCo Subscription Rights, with Holders of Allowed OpCo 2028 Term Loan Claims receiving OpCo 2028 Subscription Rights and Holders of Allowed OpCo Intercompany Term Loan Claims receiving OpCo Intercompany Subscription Rights (which, consistent with Article 5.7(e) and the Super HoldCo 1L Distribution, are issued to Eligible Holders of Allowed Super HoldCo 1L Claims, without duplication).
  • Supporting OpCo 2028 Term Lenders may assign their OpCo 2028 Subscription Rights in exchange for a Cash payment (funded in advance in full by one or more Supporting OpCo 2028 Term Lenders) equal to their Pro Rata Share of 2.0% of the Reorganized Common Interests issued and outstanding on the Effective Date, to the extent permitted by applicable Law and provided such assignment does not result in material adverse tax consequences to the Debtors or Reorganized Debtors. Any such assignment may be made only to an Eligible Holder, a qualified institutional buyer, or a non-U.S. person in an offshore transaction.
• Class 7 – Unsecured Funded Debt Claims, Class 9 – 510(b) Claims, and Class 12 – Existing Equity Interests: canceled, released, discharged, and extinguished on the Effective Date, with no recovery to Holders.
• Class 8 – General Unsecured Claims: each Holder (including Allowed Rejection Claims) shall receive reinstatement or such other treatment rendering it Unimpaired under section 1124, provided that no distribution shall be made on account of any General Unsecured Claim previously satisfied prior to or during the Chapter 11 Cases.
• Classes 10 and 11 – Intercompany Claims and Intercompany Interests: at the option of the Debtors or Reorganized Debtors, reinstated, or set off, settled, distributed, contributed, merged, canceled, or released, or treated as provided in the Restructuring Steps Exhibit.
• Classes 1, 2, and 3: Holders of Allowed Other Priority Claims and Allowed Secured Tax Claims shall receive treatment consistent with sections 1129(a)(9) and 1129(a)(9)(C) of the Bankruptcy Code, respectively; Holders of Allowed Other Secured Claims shall, at the Debtors’ option and with the consent of the Requisite Supporting Senior Creditors, receive the Collateral securing the Claim, reinstatement, or other Unimpairing treatment, with Class 2 consisting of separate subclasses for each Other Secured Claim. Claims in these Classes incurred in the ordinary course may be satisfied in the ordinary course.

Voting and Confirmation

• Classes 4 through 6 are the Voting Classes; Classes 1 through 3 and 7 through 12 are the Non-Voting Classes.
  • Holders in Classes 1, 2, 3, and 8 will receive an Opt-Out Release Form; Holders in Classes 7, 9, and 12 will receive an Opt-In Release Form.
  • Because all Holders of Claims and Interests in Classes 10 and 11 are Debtors, such Holders are not entitled to vote or to opt out of the Third-Party Release.
• An Impaired Class accepts the Plan if Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class actually voting vote to accept. If a Class contains Claims eligible to vote and no such Holder votes, the Plan shall be presumed accepted by that Class.
• Section 1129(a)(10) will be satisfied by acceptance of the Plan by any of Classes 4, 5, or 6, and the Debtors request confirmation under section 1129(b) with respect to any Impaired Class that does not accept. The Debtors reserve the right, subject to the RSA, to modify the Plan or Plan Supplement to satisfy section 1129(b).
• The Combined Hearing will consider final approval of the Disclosure Statement and Solicitation (if previously conditionally approved) and confirmation of the Plan. The Debtors, the Reorganized Debtors, the Supporting Creditors, and their respective Related Parties shall be deemed to have solicited votes in good faith and are granted the protections of section 1125(e). Any Class not occupied as of the commencement of the Combined Hearing by an Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018, or as to which no vote is cast, is deemed eliminated from the Plan for voting and section 1129(a)(8) purposes.

Definitive Documents and Consent Rights

• All consultation, information, notice, and consent rights of the parties to the RSA and the DIP Documents with respect to the form and substance of the Plan, its exhibits, the Plan Supplement, and all other Definitive Documents are incorporated by reference and fully enforceable as if stated in full in the Plan. Their absence from the Plan shall not impair, modify, or negate such rights, and in the event of any inconsistency solely with respect to such rights, the RSA or applicable DIP Document controls.
• The Definitive Documents include the RSA; the Plan; the Disclosure Statement, Solicitation Materials, and related motions and notices; the Solicitation Procedures Order (if applicable); the Combined Order; the DIP Documents and DIP Orders; the Postpetition Securitization Program Documents; the Exit Debt Documents; the Equity Rights Offering Documents; the Exit Securitization Program Documents; the New Intercreditor Agreement, if necessary; the First Day Pleadings and First Day Orders; the Irish Documents; materials filed in connection with any Foreign Proceeding or Regulatory Approvals; the Lien/Guaranty Release Documents; the New Corporate Governance Documents; and other documents reasonably necessary or desirable to consummate the Restructuring Transactions.
• The Plan Supplement Documents will include the Restructuring Steps Exhibit; the Exit Term Loan Credit Agreement; the Exit RCF Facility Agreement; the New Corporate Governance Documents; the Exit Securitization Program Documents; the Equity Rights Offering Documents; the Schedule of Retained Causes of Action; the identity of the members of the New Board and any officers of the Reorganized Debtors (to the extent known); the Schedule of Rejected Executory Contracts and Unexpired Leases; the New Intercreditor Agreement, if necessary; and the Irish Documents.
• Subject to the consent rights in the RSA, the Debtors may amend or modify the Plan prior to entry of the Combined Order in consultation with the Committee under section 1127(a), and after entry of the Combined Order the Debtors or the Reorganized Debtors, as applicable, may do so in consultation with the Committee and upon Bankruptcy Court order under section 1127(b) or to remedy any defect, omission, or inconsistency; provided that no such amendment shall adversely affect the treatment of Holders of General Unsecured Claims. Entry of the Combined Order constitutes approval of all modifications made after solicitation and a finding that they require no additional disclosure or re-solicitation under Bankruptcy Rule 3019. The Debtors also reserve the right to revoke or withdraw the Plan prior to the Effective Date as to any or all Debtors and to file subsequent chapter 11 plans.

Governance and Management Incentive Plan

• Reorganized Parent will be a newly formed Delaware limited liability company mutually determined by the Debtors and the Requisite Supporting Senior Creditors to serve as the Reorganized Debtors’ new corporate parent as of the Effective Date; any determination or structure materially adverse to the treatment or recoveries of the Supporting OpCo 2028 Term Lenders, taken as a whole, requires the reasonable consent of the Requisite Supporting OpCo 2028 Term Lenders.
• As of the Effective Date, the terms of the current members of the board of Parent expire and the New Board is appointed; current directors not designated to serve on the New Board are deemed to have resigned. The independent directors’ privileged and confidential documents, communications, and information shall not be transferred without prior written consent.
  • The New Board will be determined by the Super HoldCo ERO Commitment Parties in their sole discretion, provided it will at a minimum include Reorganized Parent’s Chief Executive Officer and one member selected by the Supporting OpCo 2028 Term Lenders, who may be removed or replaced by certain of the Supporting OpCo 2028 Term Lenders on customary terms subject to continuing equity ownership thresholds.
• The New Corporate Governance Documents will, among other things, authorize the issuance of the Reorganized Common Interests, be deemed modified to prohibit the issuance of non-voting equity securities to the extent required under section 1123(a)(6), and contain customary minority equity holder protections reasonably acceptable to the Requisite Supporting OpCo 2028 Term Lenders, including preemptive rights and tag-along rights.
• On the Effective Date, the New Board will adopt the MIP, reserving a pool equal to 10% of the Reorganized Common Interests (or economically equivalent profits interests) on a fully diluted basis.
  • The New Board shall award a minimum of 4.0% of the Reorganized Common Interests to employees, non-employee directors, and other service providers within 90 days of the Effective Date.
  • The form of awards, participants, allocations, and terms and conditions (including vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights, and transferability) will be determined by the New Board.
  • Reorganized Common Interests issued under the MIP will be offered in reliance on Section 4(a)(2) of the Securities Act, Rule 701, and/or another available exemption, and will constitute “restricted securities” under Rule 144.

Regulatory Approvals and Irish Proceedings

• Regulatory Approvals include (a) clearance or approval under Antitrust Laws in the United States, Germany, and South Korea; (b) clearance or approval under other non-U.S. investment Laws, including France, Italy, and Sweden; and (c) any other regulatory approvals necessary to consummate the Restructuring Transactions, in each case as applicable and if necessary.
• The Debtors, Reorganized Debtors, and Supporting Creditors shall use best efforts to provide necessary diligence and make all required filings, and take all commercially reasonable actions to obtain the Regulatory Approvals as promptly as possible. The parties must inform each other within one Business Day of receipt of Regulatory Approvals or any communication from relevant authorities, and of any fact reasonably likely to prevent or delay such approvals, and shall keep each other regularly informed of the status of regulatory proceedings.
• Irish Examinership Proceedings will be commenced by the directors of Trinseo PLC or another Company Party under Part 10 of the Companies Act 2014 of Ireland, with an Irish Examiner appointed under Section 509 to formulate and propose, under Section 539, an Irish Scheme of Arrangement based on and consistent in all respects with the Plan — substantially in the form of the draft scheme to be included in the Plan Supplement — and submitted to the High Court of Ireland for confirmation under Section 541.
• To the extent applicable, the Debtors will use commercially reasonable efforts to obtain from the Irish Takeover Panel either confirmation that no mandatory general offer obligation for the shares of Parent under Rule 9 of the Irish Takeover Rules will be triggered by implementation of the Irish Scheme of Arrangement and the Plan, or a waiver of that obligation.

Vesting of Assets, Securities Exemptions, and Retained Causes of Action

• On and after the Effective Date, all property and assets of the Estates, all claims, rights, and Causes of Action of the Debtors, and any other assets acquired during the Chapter 11 Cases or under the Plan — other than Claims or Causes of Action subject to the Releases, the Professional Fee Escrow Account, and rejected Executory Contracts and Unexpired Leases — shall vest in the Reorganized Debtors free and clear of all Claims, Liens, charges, and other encumbrances, and the Reorganized Debtors may operate their businesses, use, acquire, and dispose of property, and compromise or settle Claims without notice to, supervision of, or approval by the Bankruptcy Court.
• No registration statement will be filed with respect to the Plan Securities. The Debtors anticipate that the majority of Plan Securities will be issued in reliance on Section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S rather than section 1145(a) of the Bankruptcy Code, and that most recipients will accordingly receive “restricted securities” within the meaning of Rule 144, subject to applicable resale limitations and the transfer restrictions, legends, and procedures in the New Corporate Governance Documents. The ERO Interests, ERO Allocation Interests, and Premium Interests are issued under Section 4(a)(2) and/or Regulation D (and Regulation S for offshore transactions); Reorganized Common Interests issued under the MIP and the Contributions are issued under Section 4(a)(2), Rule 701, and/or another available exemption. No Person, including DTC, may require a legal opinion regarding the validity of any transaction under the Plan, the availability of an exemption, or DTC eligibility.
• After the Effective Date, each Reorganized Debtor will be a private company not subject to SEC or Irish Governmental Unit reporting requirements to the extent permitted by applicable Law; Reorganized Parent does not intend to list the Reorganized Common Interests on the NYSE, NASDAQ, or any other national securities exchange, and the Reorganized Debtors will use commercially reasonable efforts to avoid Reorganized Parent having a class of equity securities held of record by 300 or more persons so as not to trigger reporting obligations under Section 15(d) of the Securities Exchange Act.
• Except where expressly released under the Releases or the Exculpation, the Reorganized Debtors retain and may enforce all Causes of Action, whether arising before or after the Petition Date, including those identified on the Schedule of Retained Causes of Action, and no preclusion doctrine applies by reason of Confirmation or Consummation; no Entity may rely on the absence of a specific reference to a Cause of Action as an indication that it will not be pursued. Notwithstanding the foregoing, the Reorganized Debtors are deemed to waive and release all avoidance actions and claims arising under chapter 5 of the Bankruptcy Code or similar state or federal law against Holders of General Unsecured Claims.
• On the Effective Date, all contractual, legal, and equitable subordination rights and obligations with respect to distributions under the Plan are settled, compromised, discharged, and terminated, and their enforcement is permanently enjoined, subject to preservation if the Combined Order is vacated, the Effective Date does not occur, or the Plan is revoked or withdrawn.

Release of Liens and Guaranties

• On the Effective Date, concurrently with the applicable distributions, all Liens, Claims, mortgages, deeds of trust, and other security interests against the Debtors’ assets — including those granted under the Prepetition Funded Debt Documents — and all obligations, guaranties, suretyships, pledges, collateral support, indemnities, and reimbursement obligations of the Debtors, the Reorganized Debtors, and their subsidiaries and Affiliates (including any non-Debtor obligor, guarantor, grantor, pledgor, or credit support provider) arising under or related to the Prepetition Funded Debt shall be fully and automatically satisfied, released, canceled, terminated, extinguished, and discharged.
• Each Holder of a Prepetition Funded Debt Claim and each applicable Agent shall be deemed to have released all such Claims, guaranty Claims, obligations, Liens, and Causes of Action, and shall be permanently enjoined from asserting, pursuing, or enforcing them, except for the limited rights expressly preserved under the Plan, the Combined Order, or the applicable Definitive Documents.
• On the Effective Date, the Supporting Creditors shall release, or cause to be released, all guaranties and liens granted under the Prepetition Funded Debt Documents to the extent not automatically released, including by instructing the applicable Agents to execute and deliver the Lien/Guaranty Release Documents and make all local filings required. The Combined Order shall direct the foregoing.
• On the Effective Date, all notes, stock, instruments, certificates, credit agreements, and other documents evidencing or relating to the RCF Claims, the OpCo Term Loan Claims, the Super HoldCo 1L Claims, the 2029 Notes Claims, any other Impaired Claim, and the Existing Equity Interests shall be canceled (including pursuant to the Irish Scheme of Arrangement, as applicable), the Debtors’ obligations thereunder shall be released, terminated, extinguished, and discharged, and the Agents shall be discharged and their duties deemed satisfied — except that the Prepetition Funded Debt Documents shall continue in effect solely to allow Holders to receive distributions under the Plan, to allow and preserve the rights of the Agents and other Distribution Agents to make distributions, and to preserve the Agents’ charging liens, expense reimbursement, indemnification, and similar rights.

Restructuring Fees and Expenses

• Restructuring Fees and Expenses comprise all reasonable and documented out-of-pocket fees, costs, and expenses of the Ad Hoc Group of Senior Secured Creditors Advisors (Paul Hastings LLP and PJT Partners LP), the Ad Hoc Group of OpCo 2028 Term Lenders Advisors (Gibson, Dunn & Crutcher LLP, Howley Law PLLC, one Luxembourg legal counsel, one Irish legal counsel, and Lazard Frères & Co. LLC), the RCF Agent Advisors (White & Case LLP), and the Super HoldCo 1L Agent Advisors (Pryor Cashman LLP).
• Such fees and expenses shall be paid in full in Cash on the Effective Date or as soon as reasonably practicable thereafter, without any requirement to file a fee application or obtain Bankruptcy Court review or approval. Estimates must be delivered to the Debtors at least five calendar days before the anticipated Effective Date, with final invoices submitted on or promptly after the Effective Date.
• Pursuant to the Intercompany Settlement:
  • Allowed Professional Fee Claims shall be allocated 50% to the Super HoldCo Debtors and 50% to the OpCo Debtors.
  • The Restructuring Fees and Expenses of the Ad Hoc Group of Senior Secured Creditors Advisors shall be allocated pro rata between the Super HoldCo Debtors and the OpCo Debtors based on the aggregate amount of Allowed Super HoldCo 1L Claims and Allowed RCF Claims outstanding as of the Petition Date, with the Super HoldCo 1L portion paid by the Super HoldCo Debtors and the RCF portion paid by the OpCo Debtors.
  • The Restructuring Fees and Expenses of the Ad Hoc Group of OpCo 2028 Term Lenders Advisors shall be paid by the OpCo Debtors.
• The 2029 Notes Trustee Fees and Expenses shall be paid in full in Cash on the Effective Date, subject to a cap of $250,000, provided the 2029 Notes Trustee delivers its estimate at least five calendar days before the anticipated Effective Date and reasonably detailed invoices at least one Business Day prior.

Executory Contracts and Unexpired Leases

• On the Effective Date, all Executory Contracts and Unexpired Leases of the Debtors, including employee contracts, that have not expired by their own terms shall be assumed (subject to payment of applicable Cure Claims) under sections 365 and 1123, except those that (a) have been assumed, assumed and assigned, or rejected by prior order; (b) are the subject of a pending motion to reject on the Effective Date; (c) are identified on the Schedule of Rejected Executory Contracts and Unexpired Leases to be Filed with the Plan Supplement (amendable through the Effective Date, and thereafter with counterparty agreement or Bankruptcy Court approval); (d) are rejected or terminated under the Plan; or (e) are subject to a pending Cure Dispute. Entry of the Combined Order approves such assumptions, assumptions and assignments, and rejections.
• Cure Claims shall be satisfied in Cash on the later of the Effective Date or such other date provided under the contract or agreed by the parties, and full payment releases all Cure Claims and monetary and nonmonetary defaults arising prior to assumption. Provisions prohibiting, restricting, or conditioning assumption or assignment — including “change of control” provisions triggered by the Chapter 11 Cases, the Debtors’ insolvency, the assumption, or Confirmation or Consummation — are deemed modified or unenforceable, and any required consent is deemed satisfied by Confirmation.
• Proofs of Claim for Rejection Claims must be Filed within thirty days after service of the order approving the rejection (including the Combined Order); Rejection Claims that become Allowed are classified and treated as Class 8 General Unsecured Claims, and untimely Rejection Claims are forever barred, discharged, and subject to the permanent injunction.
• All intellectual property contracts, licenses, royalties, and similar agreements in effect as of the date of the Combined Order are deemed Executory Contracts, assumed, and vested in the Reorganized Debtors unless specifically rejected.

Employee, Pension, Indemnification, and Insurance Obligations

• All Employee Plans existing as of the Effective Date shall be assumed as Executory Contracts under sections 365 and 1123, provided that Employee Plans providing for awards of Interests that have not vested into Existing Equity Interests as of the Petition Date shall be assumed in all respects other than the provisions relating to Interest awards. Occurrence of the Effective Date shall be deemed to trigger any applicable change of control, vesting, termination, acceleration, or similar provisions in the Employee Plans. The Debtors’ collective bargaining agreements in effect at the Effective Date shall be deemed assumed, subject to payment of applicable Cure Claims.
• Trinseo LLC is the contributing sponsor of the Arkema Plan and Aristech Surfaces LLC is the contributing sponsor of the Aristech Plan; both Pension Plans are covered by Title IV of ERISA and shall not be treated as executory contracts.
  • The Debtors commenced a Standard Termination of the Aristech Plan prior to the Petition Date, and PBGC has identified certain corrections in its audit. To the extent the Aristech Plan lacks sufficient assets to satisfy all benefit liabilities, the Debtors or Reorganized Debtors will provide sufficient funds to pay all benefit obligations and complete the Standard Termination in accordance with ERISA.
  • On the Effective Date, the Reorganized Debtors will become sponsor and administrator of the Pension Plans and will comply with all applicable ERISA and IRC provisions, including satisfying minimum funding standards, paying PBGC premiums, and administering the plans in accordance with their terms.
  • No provision of the Plan, the Combined Order, or the Bankruptcy Code discharges, releases, limits, or relieves the Reorganized Debtors, any other member of their ERISA controlled group, any party that improperly received Pension Plan assets, or any “party in interest” from liability or responsibility under ERISA, the IRC, or other applicable law with respect to the Pension Plans, or from PBGC claims, and neither PBGC nor the Pension Plans will be enjoined from enforcing such liability. The Debtors or Reorganized Debtors will provide PBGC an account statement or other documentation evidencing timely payment of all minimum funding obligations and PBGC variable-rate and flat-rate premiums; absent a written objection within twenty business days, PBGC is deemed to accept it and PBGC’s Proofs of Claim with respect to the Pension Plans are deemed automatically withdrawn.
• All Indemnification Provisions shall be assumed, honored, reinstated, and remain irrevocable and in full force and effect on terms no less favorable than those in place prior to the Restructuring Transactions, and shall survive Unimpaired, provided that the Reorganized Debtors need not indemnify or advance expenses where a Claim is finally adjudicated to have arisen from the Indemnified Party’s willful misconduct or fraud.
• All current and former directors, officers, managers, and employees of the Debtors and their Affiliates shall be entitled to the full benefits of any D&O Liability Insurance Policy, including the D&O Tail — non-cancelable tail coverage with a claims period of six years from the Effective Date — for the full term of such policy, regardless of whether they remain in such positions. The Reorganized Debtors shall not terminate or reduce coverage under any such policy in effect on the Effective Date, on terms for coverage and amounts mutually determined by the Reorganized Debtors and the Requisite Supporting Senior Creditors, and shall arrange D&O coverage for each member of the New Board, effective on the Effective Date.
• The Debtors and Reorganized Debtors will continue to honor their obligations under all applicable workers’ compensation programs and Laws, and Claims arising under those programs are deemed withdrawn once satisfied, without prejudice to the Debtors’ defenses and rights. All insurance policies to which any Debtor is a party as of the Effective Date, including the D&O Liability Insurance Policies, are deemed Executory Contracts, are assumed, continue in full force and effect, and vest in the Reorganized Debtors.

Conditions Precedent to the Effective Date

• Consummation of the Plan is conditioned on satisfaction or waiver of, among others, the following:
  • Each Definitive Document shall be materially consistent with the RSA, approved consistent with the parties’ respective consent rights, executed and delivered, and in full force and effect.
  • The Bankruptcy Court shall have entered the Combined Order, and it shall not be stayed, modified, or vacated.
  • The RSA, the DIP Facilities, and the DIP Orders shall not have been terminated, and no event shall have occurred and be continuing that, but for the expiration of time, would permit termination.
  • All governmental approvals and consents, including the Regulatory Approvals, shall have been obtained and be in full force and effect, and any applicable Hart-Scott-Rodino waiting periods shall have expired; no Governmental Unit shall have enjoined the Restructuring Transactions.
  • The Equity Rights Offering Backstop Purchase Agreements shall provide for commitments to purchase Trinseo Materials Common Stock (including ERO Interests and ERO Allocation Interests) for an aggregate purchase price of not less than $450 million and remain in full force and effect, and the Cash proceeds of the Equity Rights Offering and related transactions shall equal not less than $450 million.
  • The Plan Securities shall have been issued or reserved for issuance.
  • The High Court of Ireland shall have made the Irish Confirmation Order and the Irish Scheme of Arrangement shall have become effective, or shall become effective concurrently with the Plan.
  • All Restructuring Fees and Expenses shall have been paid in full in Cash, the Professional Fee Escrow Account shall have been established and funded, and all 2029 Notes Trustee Fees and Expenses shall have been paid in full in Cash.
  • All Lien/Guaranty Release Documents shall have been executed and delivered, and all local filings required to release security interests granted by any Debtor or non-Debtor obligor of the Prepetition Funded Debt shall have been made or shall be made substantially concurrently with the Effective Date.
• The conditions may be waived in writing by the Debtors with the prior written consent of the Requisite Supporting Senior Creditors and the Requisite Supporting OpCo 2028 Term Lenders, such consent not to be unreasonably withheld, conditioned, or delayed; provided that waiver of the Professional Fee Escrow Account condition requires the consent of the affected Professionals, and waiver of the 2029 Notes Trustee Fees and Expenses condition requires the consent of the Committee.
• If the Plan is confirmed for fewer than all Debtors, only the conditions applicable to those Debtors must be satisfied or waived. If the Effective Date does not occur, the Plan shall be null and void in all respects and shall not constitute a waiver or release of any Claims, prejudice any Entity’s rights, or constitute an admission by the Debtors, any Supporting Creditor, or any other Entity.

Releases

• Debtor Release: effective as of the Effective Date and upon giving effect to the Intercompany Settlement, the Released Parties are conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, the Reorganized Debtors, and the Estates from all Claims and Causes of Action, including derivative claims, based on or relating to the Debtors, the Reorganized Debtors, or their Estates, the 2023 Refinancing, the 2025 Refinancing, the 2026 Financings, the Chapter 11 Cases, the Prepetition Funded Debt, the DIP Facilities, the Postpetition Securitization Program, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Plan and related documents, and the solicitation of votes and distribution of property thereunder.
  • The Debtor Release excludes Causes of Action (i) arising from obligations owed under an Executory Contract or Unexpired Lease not otherwise rejected; (ii) expressly preserved by the Plan or related documents; (iii) of a commercial nature arising in the ordinary course of business; (iv) against a Holder of a Disputed Claim to the extent necessary to administer and resolve such Claim; (v) arising from an act or omission judicially determined by a Final Order to have constituted actual fraud, gross negligence, or willful misconduct; and (vi) the Retained Causes of Action.
  • The Debtor Release does not waive any post-Effective Date obligations under the Plan or documents executed in connection with it.
• Third-Party Release: effective as of the Effective Date, the Released Parties are released and discharged by the Releasing Parties from all Claims and Causes of Action, including derivative claims, arising from substantially the same subject matter as the Debtor Release.
  • The Third-Party Release excludes Causes of Action (1) arising from obligations owed to the Releasing Party wholly unrelated to the Debtors or Reorganized Debtors; (2) arising under an Executory Contract or Unexpired Lease that has been or is assumed or assumed and assigned; (3) of a commercial nature arising in the ordinary course of business, including statutory and/or mechanic’s liens and accounts receivable and payable; (4) expressly preserved by the Plan or related documents; (5) arising from an act or omission judicially determined by a Final Order to have constituted actual fraud, gross negligence, or willful misconduct; or (6) relating to the payment or satisfaction of any General Unsecured Claim held by the Releasing Party.
• “Released Parties” include each Debtor and Reorganized Debtor; the Debtors’ current and former directors, officers, and employees, including the OpCo Independent Managers; each DIP Secured Party; the Agents; each Supporting Creditor; each DIP Commitment Party; each Equity Rights Offering Commitment Party; the agents and lenders under the Postpetition Securitization Program; the Committee and each of its members; and the Related Parties of each of the foregoing.
  • A Person is not a Released Party if it opts out of, or fails to opt in to, the Third-Party Release; timely objects to the Third-Party Release (formally or informally) and such objection is not resolved or withdrawn before Confirmation; is CastleKnight or any member of the Minority Ad Hoc Group (or their Affiliates or Related Parties); or, other than a Supporting Creditor, breaches or is reasonably alleged to have breached its obligations under the OpCo Intercreditor Agreement or the Super HoldCo Intercreditor Agreement.
• “Releasing Parties” include the Released Parties; all Holders of Claims and Interests who vote to accept, are presumed to accept, abstain from voting, or vote to reject and, in each case, do not affirmatively opt out via their Opt-Out Release Form or ballot; all Holders deemed to reject who affirmatively opt in via their Opt-In Release Form; and each Related Party of the foregoing to the extent it would be obligated to grant a release under agency principles or may assert Claims derivatively. A Person is not a Releasing Party if it opts out of, or fails to opt in to, the Third-Party Release, or timely objects and such objection is not resolved or withdrawn before Confirmation.
• Each Releasing Party expressly waives any statutory or common law provision limiting the effect of a general release as to unknown claims; the Releases are effective regardless of whether the released matters are known, unknown, suspected, unsuspected, foreseen, or unforeseen.
• Entry of the Combined Order constitutes Bankruptcy Court approval of both Releases under Bankruptcy Rule 9019 and findings that each is an integrated and global good faith compromise non-severable from the Plan, given for good and valuable consideration including the Released Parties’ substantial contributions, fair, equitable, and reasonable, made after due notice and opportunity for hearing, and a bar to assertion of the released Claims; the Third-Party Release is further found to be consensual and essential to Confirmation.

Government Claims Carve-Out

• Neither the United States nor any of its agencies, nor the Commonwealth of Pennsylvania or any of its agencies, are Releasing Parties. Nothing in the Plan or Confirmation Order discharges any non-monetary obligations or violations detailed in the Commonwealth of Pennsylvania Department of Environmental Protection’s Notice of Violation issued on April 26, 2023.
  • Pursuant to its settlement with the Debtors, the claims of the Pennsylvania Department of Environmental Protection under police and regulatory law resolving the assessments and penalties under that Notice of Violation are Allowed General Unsecured Claims in the aggregate amount of $555,070.36 and Unimpaired.
• Nothing in the Plan or Combined Order effects a release of, or enjoins, any claim by the United States Government or any of its agencies, or any state or local authority, including claims arising under the Internal Revenue Code, environmental Laws, or criminal Laws, nor exculpates any party from liability to such authorities.
• No provision of the Disclosure Statement, Plan, or Combined Order shall preclude the SEC from enforcing its police or regulatory powers, or enjoin, limit, impair, or delay the SEC from commencing or continuing any claims, causes of action, proceedings, or investigations against any debtor or non-debtor person or entity in any forum.

Exculpation and Injunction

• The Exculpated Parties — the Debtors and their Estates, each independent director of the Debtors (including the OpCo Independent Managers), and the Committee and each of its members — shall neither have nor incur liability for any act taken or omitted on or after the Petition Date and prior to or on the Effective Date in connection with the administration and commencement of the Chapter 11 Cases, pursuit of Confirmation and Consummation, making distributions, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, Plan, or Plan Supplement, the solicitation of votes, the occurrence of the Effective Date, the administration of the Plan or property distributed thereunder, the issuance of securities, or the purchase, sale, or rescission of any asset or security of the Debtors.
  • The Exculpation does not waive or release Claims arising from an Exculpated Party’s intentional fraud, criminal conduct, or willful misconduct as determined by a Final Order, or the Exculpated Parties’ rights and obligations arising on or after the Effective Date under the Plan, the Plan Supplement Documents, and the Combined Order.
  • The Exculpated Parties are entitled to reasonably rely upon the advice of counsel and are deemed to have complied with the Bankruptcy Code with regard to the solicitation of votes.
• The Combined Order permanently enjoins the commencement or prosecution by any Person, directly, derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, or liabilities released or exculpated under the Plan.
• No Person may commence or pursue any Claim or Cause of Action against the Exculpated Parties relating to the Chapter 11 Cases, the RSA, the Disclosure Statement, the Plan, the Plan Supplement, the Restructuring Transactions, any avoidance claim under chapter 5, or any related act or omission occurring on or before the Effective Date — without regard to whether such Person is a Releasing Party — unless the Bankruptcy Court first determines, after notice and a hearing, that the Claim is colorable and specifically authorizes the Person to bring it. This provision does not apply to any Claim by a Holder of a General Unsecured Claim seeking to enforce its rights to payment or satisfaction of that Claim.
• Each settlement, release, discharge, exculpation, injunction, indemnification, and insurance provision is an integral part of the Plan and essential to its implementation; each beneficiary may independently seek to enforce such provision, which may not be amended, modified, or waived after the Effective Date without the beneficiary’s prior written consent.

Discharge, Claims Procedures, and Retention of Jurisdiction

• Effective as of the Effective Date, and except as otherwise expressly provided in the Plan (including the treatment of General Unsecured Claims and the exit facility provisions) or the Combined Order, all consideration distributed under the Plan is in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims, Interests, and Causes of Action of any kind against the Debtors and their assets under sections 524 and 1141(d)(1)(A) — regardless of whether a Proof of Claim was Filed, whether the Claim or Interest was Allowed, or whether the Holder accepted the Plan. All Entities are precluded from asserting such Claims or Interests against the Debtors, the Estates, the Reorganized Debtors, and their successors and assets; any judgment relating to a discharged Claim is voided; and any prepetition default or “event of default” is deemed cured as of the Effective Date.
• Holders of Claims other than Rejection Claims need not File Proofs of Claim, and any Filed Claim (other than in respect of a Rejection Claim), regardless of when Filed and including Claims Filed after the Effective Date, is deemed withdrawn. Claims other than Rejection Claims and 510(b) Claims are not subject to a Bankruptcy Court claims resolution process; General Unsecured Claims other than Rejection Claims are deemed neither Allowed, Disallowed, nor Disputed and are determined and resolved in the ordinary course as if the Chapter 11 Cases had not been commenced. Objections to Claims must be Filed by the later of two years after the Effective Date and such later date as the Bankruptcy Court fixes, and the Reorganized Debtors may settle Disputed Claims without further Bankruptcy Court approval.
• Except as specifically provided in the Plan (including with respect to DIP Claims and RCF Claims), postpetition interest shall not accrue or be paid on Claims, and in no case shall a Holder receive property exceeding 100% of its Allowed Claim or Interest plus any applicable interest required to be paid.
• The Bankruptcy Court retains exclusive jurisdiction over all matters arising out of or related to the Chapter 11 Cases and the Plan, including allowance, estimation, and priority of Claims, Professional Fee Claims, Executory Contract and Unexpired Lease matters, securities-law exemption questions under section 1145, disputes under the Equity Rights Offering Documents and Backstop Purchase Agreements, and interpretation and enforcement of the Releases, Exculpation, injunctions, and indemnification provisions; provided that disputes arising under the Exit Term Loan Facility, the Exit RCF Facility, the Exit Securitization Program, and the New Corporate Governance Documents are resolved as provided in those documents.
• To the fullest extent permitted by section 1146(a), transfers under, in contemplation of, or in connection with the Plan — including the Restructuring Transactions, securities issuances, security-interest recordings, and the grant of collateral for the exit facilities — are exempt from stamp, transfer, recording, mortgage, sales or use, and similar taxes and filing or recording fees. The Plan is governed by New York law except where the Bankruptcy Code or other federal law applies. On the Effective Date, the Committee dissolves automatically, except for prosecuting requests for payment of Professional Fee Claims incurred prior to the Effective Date and appearing in connection with any appeals of the Combined Order.