United Site Services - Chapter 11 Plan Terms

RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement dated as of December 28, 2025, with the Consenting Stakeholders.
  • The RSA contemplates restructuring transactions to be implemented through a Chapter 11 plan.
• The Plan was negotiated by sophisticated parties represented by able counsel and advisors, including the Consenting Stakeholders, and is the result of an arm's-length negotiation process conducted in good faith.

Plan Support

• The Consenting Stakeholders agreed to support the Plan and the Restructuring Transactions contemplated by the RSA.
• The Released Parties, including the Consenting Stakeholders, made significant concessions and contributions to the Debtors' restructuring efforts, including:
  • Negotiating the Restructuring Support Agreement and CastleKnight Settlement and the terms of the Plan and the Restructuring Transactions.
  • Providing significant concessions to the Debtors and to each other that made the Plan possible, including consenting to the Plan treatment of their secured claims that allowed satisfaction of all General Unsecured Claims in full.
  • Providing financial support to the Debtors in the form of:
    • Consenting to the Debtors' use of cash collateral.
    • Funding the DIP Facility.
    • Entering into the ERO Backstop Agreement.
    • Providing exit financing.

Restructuring Transactions

• The Plan and Plan Supplement provide for implementation of the Restructuring Transactions as contemplated by the RSA and the Restructuring Transactions Memorandum, including:
  • General settlement of Claims and Interests.
  • Restructuring of the Debtors' balance sheet.
  • Issuance of New Common Shares.
  • Consummation of the Equity Rights Offering.
  • Incurrence of exit debt financing in connection with the Exit ABL Facility, the Exit RCF Facility, and the Exit Term Loan Facility.
  • Vesting of the Estates' assets in the Reorganized Debtors.
• The Debtors and Reorganized Debtors are authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, as set forth in and consistent with the Restructuring Transactions Memorandum, subject to and consistent with the terms of the RSA.

Exit Financing & Equity Rights Offering (Per Doc 17)

• Upon emergence, the Reorganized Debtors will capitalize the business through fully committed debt and equity financings:
  • Exit Debt Facilities:
    • A $300 million Exit Term Loan Facility, fully committed and provided by members of the Ad Hoc Group.
    • A $195 million Exit ABL Facility and a $100 million Exit Revolving Credit Facility.
  • Equity Rights Offering (ERO): An offering of up to $480 million in Rights Offering Shares (subject to liquidity adjustments).
    • Pricing: The per-share subscription price is calculated as 72.5% of the Plan Equity Value divided by total shares outstanding.
    • Participation: Holders of Allowed Second-Out Claims may purchase a pro rata percentage of the Rights Offering Shares via Subscription Rights.
    • Backstop: The offering is fully backstopped by the ERO Backstop Parties (members of the Ad Hoc Group), who will receive a premium paid in shares or cash.

Governance

• The manner of selection of any officer, director, or trustee of the Reorganized Debtors shall comply with the RSA and the New Organizational Documents, which is consistent with the interests of creditors and equity holders and with public policy.
• The initial Reorganized Parent Board shall be appointed on the Effective Date in accordance with the RSA and the New Organizational Documents.
• The terms of the New Organizational Documents, as may be amended, restated, amended and restated, supplemented or modified on or before the Effective Date consistent with the Plan and the RSA, are approved in all respects.

CastleKnight Settlement

• The Released Parties negotiated the CastleKnight Settlement and the terms of the Plan and the Restructuring Transactions.
• The CastleKnight Settlement constitutes a good faith compromise and settlement of all Claims, Causes of Action, disputes, and controversies released, settled, compromised, or otherwise resolved between the Debtors, CastleKnight, and the Ad Hoc Group.
• The CastleKnight Settlement is fair, equitable, and reasonable and in the best interest of the Debtors, their Estates, and Holders of Claims and Interests.
• The CastleKnight Settlement, which was approved in connection with entry of the Final DIP Order, is reaffirmed.

Restructuring Expenses

• The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the terms set forth in the RSA, ERO Backstop Agreement, and the CastleKnight Settlement, without the requirement to file a fee application with the Court or for Court review and approval.

Consent Rights

• All consultation, information, notice, and consent rights of the parties to the RSA and the ERO Backstop Agreement set forth therein with respect to the form and substance of the Plan, all exhibits to the Plan, and all other Definitive Documents or other documents with respect to the implementation of the Plan and the Restructuring Transactions, including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, are incorporated into the Plan and fully enforceable as if stated in full therein.

Plan Supplement

• The Plan Supplement consists of the compilation of documents, agreements, schedules, and exhibits to the Plan to be filed no later than January 23, 2026 or such later date as may be approved by the Court, as each may be amended, supplemented, or modified from time to time prior to the Effective Date in accordance with the Plan, the RSA (including the consent rights therein), the CastleKnight Settlement, the Bankruptcy Code, and the Bankruptcy Rules.
• Subject to the terms of the Plan and the RSA, and only consistent therewith, the Debtors reserve the right to alter, amend, update, or modify any of the documents contained in the Plan Supplement on or before the Effective Date.

Conditions Precedent

• The Plan contains the following conditions precedent to the Effective Date:
  • Each of the RSA, the ERO Backstop Agreement, and the Exit Term Loan Facility Commitment Letter shall not have been terminated and shall remain in full force and effect, and all conditions precedent thereunder shall have been satisfied or waived.
  • The Definitive Documents shall be in form and substance consistent with the RSA and otherwise acceptable to the Debtors and the Required Consenting Second-Out Creditors.
  • The Confirmation Order shall be in form and substance consistent with the RSA and otherwise acceptable to the Required Consenting Second-Out Creditors and shall have been entered in accordance with the terms of the RSA and the applicable Definitive Document.
  • The Debtors shall have substantially consummated, or contemporaneously with the Effective Date shall consummate, the Restructuring Transactions, in a manner consistent in all respects with the Plan and the Definitive Documents (including the ERO Backstop Agreement, the Exit Term Loan Facility Commitment Letter and the RSA), unless waived by the Required Consenting Second-Out Creditors.
  • The New Organizational Documents shall have been adopted on terms consistent with the RSA and the CastleKnight Settlement and subject to any consent rights set forth in the RSA, and any conditions precedent related to the New Organizational Documents shall have been satisfied prior to or contemporaneously with the Effective Date or otherwise waived.
  • All fees, expenses, and premiums payable pursuant to the RSA, the ERO Backstop Agreement, the Plan, and other Definitive Documents, or pursuant to any order of the Court shall have been paid by the Debtors or the Reorganized Debtors.

Plan Modifications

• Except as otherwise specifically provided in the Plan, and subject to the RSA and the consent rights set forth therein, the Debtors reserve the right to modify the Plan, whether such modification is material or immaterial, and seek Confirmation consistent with the Bankruptcy Code.
• Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and the RSA, each Debtor expressly reserves its rights to revoke, withdraw, alter, amend, or modify the Plan with respect to such Debtor, one or more times, after Confirmation, to the extent necessary to carry out the purposes and intent of the Plan and the RSA, including by structuring the Plan, the Restructuring, and the Restructuring Transactions in a manner that maximizes tax efficiencies.
• Each Debtor may, to the extent necessary, initiate proceedings in the Court to alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan and the RSA.

Termination Provisions

• If Consummation does not occur, the Plan shall be null and void in all respects and nothing contained in the RSA, the Plan, or the Disclosure Statement shall:
  • Constitute a waiver or release by the Debtors or any Holder of Claims or Interests of any Claim or Interest.
  • Prejudice in any manner the rights of the Debtors, any Holders of Claims or Interests, or any other Entity.
  • Constitute an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Entity.
  • All provisions of the RSA that survive termination thereof shall remain in effect in accordance with the terms thereof.
• For the avoidance of doubt, except as provided in the RSA, nothing in the Plan shall be construed as requiring termination or avoidance of the RSA or as otherwise preventing the RSA from being effective in accordance with its terms.

Releases

• The Plan provides for releases from Releasing Parties, which include:
  • The Debtors and Reorganized Debtors.
  • The Consenting Stakeholders.
  • The First-Out Notes Trustee, the First-Out/Second-Out Agent, the ABL Agent, the Intercompany Credit Agreement Agent, the Third-Out Notes Trustee, the Amended Unsecured Notes Trustee, the Amended Term Loan Agent, and Wilmington Fund Savings Society, FSB (in its former capacity as administrative agent and collateral agent under the Amended Term Loan Credit Agreement).
  • The DIP Agent and the DIP Lenders.
  • The Exit Term Loan Parties, the Exit RCF Facility Parties, and the Exit ABL Facility Parties.
  • The ERO Backstop Parties.
  • The Sponsor and CastleKnight.
  • Each Related Party of the foregoing Persons.
  • Holders of Claims or Interests who vote to accept the Plan, are deemed to accept the Plan, abstain from voting on the Plan, are deemed to reject the Plan, or vote to reject the Plan, and who do not affirmatively opt out of the Third-Party Release.
• Any Holder of a Claim or Interest that files an objection to the Plan, opts out of the Third-Party Release, or is listed in the Schedule of Retained Causes of Action shall not be a Released Party.
• Any Holder of a Claim or Interest that is party to or has otherwise signed the RSA or the CastleKnight Settlement shall be a Released Party and Releasing Party for all purposes under the Plan and shall not opt out of the Third-Party Release.
• The Released Parties include:
  • The Debtors and Reorganized Debtors.
  • The Consenting Stakeholders.
  • The First-Out Notes Trustee, the First-Out/Second-Out Agent, the ABL Agent, the Intercompany Credit Agreement Agent, the Third-Out Notes Trustee, the Amended Unsecured Notes Trustee, the Amended Term Loan Agent, and Wilmington Fund Savings Society, FSB (in its former capacity as administrative agent and collateral agent under the Amended Term Loan Credit Agreement).
  • The DIP Agent and the DIP Lenders.
  • The Exit Term Loan Parties, the Exit RCF Facility Parties, and the Exit ABL Facility Parties.
  • The ERO Backstop Parties.
  • The Sponsor and CastleKnight.
  • Each Related Party of the foregoing Persons.

Exculpation

• To the fullest extent permitted by applicable law, no Exculpated Party will have or incur, and each Exculpated Party will be released and exculpated from, any claim or Cause of Action based on any act or omission occurring on or after the Petition Date through the Effective Date in connection with or arising out of the administration of the Chapter 11 Cases, the negotiation and pursuit of the RSA, the CastleKnight Settlement, the Restructuring, the 2024 Transactions, the 2024 Transactions Documents, the DIP Facility, the DIP Orders, the DIP Facility Documents, the Disclosure Statement, the Exit Term Loan Facility, the Exit RCF Facility, the Exit Term Loan Facility Documents, the Exit RCF Facility Documents, the Equity Rights Offering, the ERO Backstop Agreement, the ERO Documents, the Exit ABL Facility, the Exit ABL Facility Documents, the Definitive Documents, the Plan Supplement, the Plan and related agreements, instruments, and other documents, or the solicitation of votes for, or confirmation of, the Plan, the funding of the Plan, the occurrence of the Effective Date, the administration of the Plan or the property to be distributed under the Plan, the issuance of securities under or in connection with the Plan, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, or the transactions in furtherance of any of the foregoing.
• Rights that remain in effect from and after the Effective Date to enforce the Definitive Documents and the CastleKnight Settlement, including the RSA, and the obligations contemplated thereunder.