Intrum chapter 11 bankruptcy ruling, read by the bankruptcy judge on the record 12-31-2024, appealed by creditors via notice of appeal filed 1-13-2025

1UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISIONIn re:INTRUM AB, et al.,1Debtors.Chapter 11Case No. 24-90575 (CML)(Jointly Administered)NOTICE OF APPEALPursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texasfrom (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) theOrder (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and acopy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of theBankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and ConfirmationOrder (ECF No. 275) is attached as Exhibit C.Below are the names of all parties to this appeal and their respective counsel:1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 62I. APPELLANTA. Name of Appellant:The members of the AHC include:Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; CaiusCapital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; FirTree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolioof LMA SPC; Star V Partners LLC; and TQ Master Fund LP.Attorneys for the AHC:QUINN EMANUEL URQUHART & SULLIVAN, LLPChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: [email protected]@[email protected]@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: [email protected]@[email protected]. Positions of appellant in the adversary proceeding or bankruptcy case that isthe subject of this appeal:CreditorsCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 63II. THE SUBJECT OF THIS APPEALA. Judgment, order, or decree appealed from:The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statementand (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of OralRuling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECFNo. 275).B. The date on which the judgment, order, or decree was entered:The Motion to Dismiss Order and the Confirmation Order were entered on December 31,2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and theConfirmation Order on December 31, 2024.III. OTHER PARTIES TO THIS APPEALIntrum AB and Intrum AB of Texas LLCMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: [email protected]@milbank.com–and–Andrew M. Leblanc (admitted pro hac vice)Melanie Westover Yanez (admitted pro hac vice)1850 K Street, NW, Suite 1100Washington, DC 20006Telephone: (202) 835-7500Facsimile: (202) 263-7586Email: [email protected]@milbank.com–and–PORTER HEDGES LLPJohn F. Higgins (SBN 09597500)Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 64Eric D. Wade (SBN 00794802)M. Shane Johnson (SBN 24083263)1000 Main Street, 36th FloorHouston TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: [email protected]@[email protected]. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEALThe following chart lists certain parties that are not parties to this appeal, but that may havean interest in the outcome of the case. These parties should be served with notice of this appealby the Debtors who are aware of their identities and best positioned to provide notice.All Other Creditors of the Debtors, Including, But Not Limited To:• Certain funds and accounts managed by BlackRock Investment Management (UK)Limited or its affiliates;• Capital Four;• Davidson Kempner European Partners, LLP;• Intermediate Capital Managers Limited;• Mandatum Asset Management Ltd;• H.I.G. Capital, LLC;• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;• The RCF SteerCo Group;• Swedbank AB (publ).Any Holder of Stock of the Debtors• Any holder of stock of the Debtors, including their successors and assigns.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 65Respectfully submitted this 13th day of January, 2025.QUINN EMANUEL URQUHART &SULLIVAN, LLP/s/ Christopher D. PorterChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: [email protected]@[email protected]@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: [email protected]@[email protected] FOR THE AD HOC COMMITTEE OFINTRUM AB 2025 NOTEHOLDERSCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6CERTIFICATE OF SERVICEI, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy ofthe foregoing document has been served via the Electronic Case Filing System for the UnitedStates Bankruptcy Court for the Southern District of Texas./s/ Christopher D. PorterBy: Christopher D. PorterCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6EXHIBIT ACase 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 31IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB, et al.,1 ) Case No. 24-90575 (CML)))Jointly AdministeredDebtors. ))ORDER DENYING MOTION OF THE AD HOCCOMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) ANDFEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)(Related to Docket No. 27)This matter, having come before the Court upon the Motion of the Ad Hoc Committee ofHolders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion toDismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad HocCommittee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) andany other responses or objections to the Motion to Dismiss; and this Court having jurisdiction overthis matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court havingfound that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having foundthat it may enter a final order consistent with Article III of the United States Constitution; and thisCourt having found that the relief requested in the Objection is in the best interests of the Debtors’1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f2 32estates; and this Court having found that the Debtors’ notice of the Objection and opportunity fora hearing on the Motion to Dismiss and Objection were appropriate and no other notice need beprovided; and this Court having reviewed the Motion to Dismiss and Objection and havingheard the statements in support of the relief requested therein at a hearing before this Court; andthis Court having determined that the legal and factual bases set forth in the Objectionestablish just cause for the relief granted herein; and upon all of the proceedings had beforethis Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBYORDERED THAT:1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.2. This Court retains exclusive jurisdiction and exclusive venue with respect to allmatters arising from or related to the implementation, interpretation, and enforcement of this Order.DAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f2 3EXHIBIT BCase 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. ))ORDER (I) APPROVINGDISCLOSURE STATEMENT AND(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11PLAN OF INTRUM AB AND ITS AFFILIATEDDEBTOR (FURTHER TECHNICAL MODIFICATIONS)The above-captioned debtors and debtors in possession (collectively, the“Debtors”), having:a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (asamended and restated on August 15, 2024, and as further modified,supplemented, or otherwise amended from time to time in accordance with itsterms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,dated as of July 10, 2024, (as amended and restated on November 15, 2024 andas further modified, supplemented, or otherwise amended from time to time inaccordance with its terms), setting out the terms of the backstop commitmentsprovided by the Backstop Providers to backstop the entirety of the issuance ofNew Money Notes (as may be further amended, restated, amended and restated,modified or supplemented from time to time in accordance with the termsthereof, the “Backstop Agreement”) which set forth the terms of a consensualfinancial restructuring of the Debtors;b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of IntrumAB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (asthe same may be further amended, modified and supplemented from time totime, the “Plan”), by causing the transmittal, through their solicitation andballoting agent, Kroll Restructuring Administration LLC (“Kroll”), to theholders of Claims entitled to vote on the Plan of, among other things: (i) the1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f1 133452Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate (as the same may befurther amended, modified and supplemented from time to time, the“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on thePlan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials[Docket No. 7];c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases(these “Chapter 11 Cases”) by filing voluntary petitions in the United StatesBankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”or the “Court”) for relief under chapter 11 of title 11 of the United States Code(the “Bankruptcy Code”);d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials[Docket No. 7] (the “Solicitation Affidavit”);e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and theDisclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB andits Debtor Affiliate [Docket No. 17];f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of ofthe Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 14] (the“First Day Declaration”);g. Filed on November 17, 2024, the Declaration of Alex Orchowski of KrollRestructuring Administration LLC Regarding the Solicitation of Votes andTabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” andtogether with the Plan, the Disclosure Statement, the Ballots, and theSolicitation Affidavit, the “Solicitation Materials”);h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearingon (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,(II) Approving Solicitation Procedures and Form and Manner of Notice ofCommencement, Combined Hearing, and Objection Deadline, (III) FixingDeadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)Directing the United States Trustee Not to Convene Section 341 Meeting ofCreditors and (B) Waiving Requirement to File Statements of Financial Affairsand Schedules of Assets and Liabilities, and (V) Granting Related Relief[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)approved the prepetition solicitation and voting procedures, including theConfirmation Schedule (as defined therein); (ii) conditionally approved theDisclosure Statement and its use in the Solicitation; and (iii) scheduled theCombined Hearing on December 16, 2024, at 1:00 p.m. (prevailing CentralCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f1 133453Time) to consider the final approval of the Disclosure Statement and theconfirmation of the Plan (the “Combined Hearing”);i. served, through Kroll, on November 20, 2025, on all known holders of Claimsand Interests, the U.S. Trustee and certain other parties in interest, the Noticeof: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on theDisclosure Statement and Confirmation of the Plan, and (III) Certain ObjectionDeadlines (the “Combined Hearing Notice”) as evidence by the Affidavit ofService [Docket No. 160];j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to bepublished in the New York Times (national and international editions) and theFinancial Times (international edition), as evidenced by the Certificate ofPublication [Docket No. 148];k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors’Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support ofConfirmation of the Joint Prepackaged Plan of Reorganization of Intrum ABand its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [DocketNo. 155];m. Filed on December 14, 2024, the:i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on aFinal Basis, Adequacy of the Disclosure Statement; (II) Confirming theJoint Prepackaged Plan of Reorganization; and (III) Granting Related Relief[Docket No. 190] (the “Confirmation Brief”);ii. Declaration of Andrés Rubio in Support of Confirmation of the JointPrepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.[Docket No. 189] (the “Confirmation Declaration”); andiii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and itsDebtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (FurtherTechnical Modifications) [Docket No. 191];n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 4 o of f1 133454WHEREAS, the Court having, among other things:a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadlinefor Filing objection to the adequacy of the Disclosure Statement and/orConfirmation2 of the Plan (the “Objection Deadline”);b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [andcontinuing through December 17, 2024], the Combined Hearing;c. heard the statements, arguments, and any objections made at the CombinedHearing;d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,the Confirmation Brief, the Confirmation Declaration, the SolicitationAffidavit, and the Voting Declaration;e. overruled (i) any and all objections to approval of the Disclosure Statement, thePlan, and Confirmation, except as otherwise stated or indicated on the record,and (ii) all statements and reservations of rights not consensually resolved orwithdrawn, unless otherwise indicated; andf. reviewed and taken judicial notice of all the papers and pleadings Filed(including any objections, statement, joinders, reservations of rights and otherresponses), all orders entered, and all evidence proffered or adduced and allarguments made at the hearings held before the Court during the pendency ofthese cases;NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of theCombined Hearing and the opportunity for any party in interest to object to the DisclosureStatement and the Plan having been adequate and appropriate as to all parties affected or to beaffected by the Plan and the transactions contemplated thereby, and the legal and factual bases setforth in the documents Filed in support of approval of the Disclosure Statement and Confirmationand other evidence presented at the Combined Hearing establish just cause for the relief grantedherein; and after due deliberation thereon and good cause appearing therefor, the BankruptcyCourt makes and issues the following findings of fact and conclusions of law, and orders for thereasons stated on the record at the December 31, 2024 ruling on plan confirmation;2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or theDisclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this CombinedOrder.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 5 o of f1 133455I. FINDINGS OF FACT AND CONCLUSIONS OF LAWIT IS HEREBY FOUND AND DETERMINED THAT:A. Findings of Fact and Conclusions of Law.1. The findings and conclusions set forth herein and in the record of theCombined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law underRule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,or vice versa, they are adopted as such.B. Jurisdiction, Venue, Core Proceeding.2. This Court has jurisdiction over these Chapter 11 Cases pursuant to28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is properpursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United StatesConstitution.C. Eligibility for Relief.3. The Debtors were and continue to be entities eligible for relief under section109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of thePlan under section 1121(a) of the Bankruptcy Code.D. Commencement and Joint Administration of the Chapter 11 Cases.4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. OnNovember 18, 2024, the Court entered an order [Docket No. 51] authorizing the jointadministration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtorshave operated their businesses and managed their properties as debtors in possession pursuant toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 6 o of f1 133456sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committeehas been appointed in these Chapter 11 Cases.E. Adequacy of the Disclosure Statement.5. The Disclosure Statement and the exhibits contained therein (i) containssufficient information of a kind necessary to satisfy the disclosure requirements of applicablenonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains“adequate information” as such term is defined in section 1125(a)(1) and used in section1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactionscontemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).The injunction, release, and exculpation provisions in the Plan and the Disclosure Statementdescribe, in bold font and with specific and conspicuous language, all acts to be enjoined andidentify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule3016(c).F. Solicitation.6. As described in and evidenced by the Voting Declaration, the Solicitationand the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable tothe Solicitation, including the registration requirements under the Securities Act. The SolicitationMaterials, including the Ballots and the Opt Out Form (as defined below), adequately informedthe holders of Claims entitled to vote on the Plan of the procedures and deadline for completingand submitting the Ballots.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 7 o of f1 1334577. The Debtors served the Combined Hearing Notice on the entire creditormatrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Noticeadequately informed Holders of Claims or Interests of critical information regarding voting on (ifapplicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,and injunction provisions in the Plan, and adequately summarized the terms of the Third-PartyRelease. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,including unimpaired creditors was provided with the means by which the stakeholders could optout of the Third-Party Release. No further notice is required. The period for voting on the Planprovided a reasonable and sufficient period of time and the manner of such solicitation was anappropriate process allowing for such holders to make an informed decision.G. Tabulation.8. As described in and evidenced by the Voting Declaration, (i) the holders ofClaims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amountsrequired by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on thePlan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in goodfaith, fair, reasonable, and conducted in accordance with the applicable provisions of theBankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, theScheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.H. Plan Supplement.9. On December 10, 2024, the Debtors Filed the Plan Supplement with theCourt. The Plan Supplement (including as subsequently modified, supplemented, or otherwiseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 8 o of f1 133458amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtorsprovided good and proper notice of the filing in accordance with the Bankruptcy Code, theBankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.All documents included in the Plan Supplement are integral to, part of, and incorporated byreference into the Plan. No other or further notice is or will be required with respect to the PlanSupplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistenttherewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplementand any of the documents contained therein or related thereto, in accordance with the Plan, on orbefore the Effective Date.I. Modifications to the Plan.10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to thePlan described or set forth in this Combined Order constitute technical or clarifying changes,changes with respect to particular Claims by agreement with holders of such Claims, ormodifications that do not otherwise materially and adversely affect or change the treatment of anyother Claim or Interest under the Plan. These modifications are consistent with the disclosurespreviously made pursuant to the Disclosure Statement and Solicitation Materials, and notice ofthese modifications was adequate and appropriate under the facts and circumstances of the Chapter11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additionaldisclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests beafforded an opportunity to change previously cast acceptances or rejections of the Plan.Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan priorto such modification shall be binding and shall apply with respect to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 9 o of f1 133459J. Objections Overruled.11. Any resolution or disposition of objections to Confirmation explained orotherwise ruled upon by the Court on the record at the Confirmation Hearing is herebyincorporated by reference. All unresolved objections, statements, joinders, informal objections,and reservations of rights are hereby overruled on the merits.K. Burden of Proof.12. The Debtors, as proponents of the Plan, have met their burden of provingthe elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of theevidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proventhe elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness whotestified on behalf of the Debtors in connection with the Confirmation Hearing was credible,reliable, and qualified to testify as to the topics addressed in his testimony.L. Compliance with the Requirements of Section 1129 of the BankruptcyCode.13. The Plan complies with all applicable provisions of section 1129 of theBankruptcy Code as follows:a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of theBankruptcy Code.14. The Plan complies with all applicable provisions of the Bankruptcy Code,including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.i. Section 1122 and 1123(a)(1) – Proper Classification.15. The classification of Claims and Interests under the Plan is proper under theBankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,Article III of the Plan provides for the separate classification of Claims and Interests at each Debtorinto Classes, based on differences in the legal nature or priority of such Claims and Interests (otherCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 91 0o fo 1f 3143510than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which areaddressed in Article II of the Plan and Unimpaired, and are not required to be designated asseparate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,factual, and legal reasons exist for the separate classification of the various Classes of Claims andInterests created under the Plan, the classifications were not implemented for any improperpurpose, and the creation of such Classes does not unfairly discriminate between or among holdersof Claims or Interests.16. In accordance with section 1122(a) of the Bankruptcy Code, each Class ofClaims or Interests contains only Claims or Interests substantially similar to the other Claims orInterests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),1122(b), and 1123(a)(1) of the Bankruptcy Codeii. Section 1123(a)(2) – Specifications of Unimpaired Classes.17. Article III of the Plan specifies that Claims and Interests in the classesdeemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims andIntercompany Interests are either Unimpaired and conclusively presumed to have accepted thePlan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, ineither event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Planspecifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plandoes not classify these Claims. Accordingly, the Plan satisfies the requirements of section1123(a)(2) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 101 o of f1 1334511iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes18. Article III.B of the Plan specifies the treatment of each Voting Class underthe Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section1123(a)(3) of the Bankruptcy Code.iv. Section 1123(a)(4) – No Discrimination.19. Article III of the Plan provides the same treatment to each Claim or Interestin any particular Class, as the case may be, unless the holder of a particular Claim or Interest hasagreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plansatisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.v. Section 1123(a)(5) – Adequate Means for Plan Implementation.20. The Plan and the various documents included in the Plan Supplementprovide adequate and proper means for the Plan’s execution and implementation, including: (a)the general settlement of Claims and Interests; (b) the restructuring of the Debtors’ balance sheetand other financial transactions provided for by the Plan; (c) the consummation of the transactionscontemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed andthe Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuanceof Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to thePlan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the FacilityAgreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) theconsummation of the Rights Offering in accordance with the Plan, Rights Offering Documentsand the Lock-Up Agreement; (i) the granting of all Liens and security interests granted orconfirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the ExchangeNotes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 112 o of f1 1334512Senior Secured Term Loan Agreement pursuant to the New Security Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’assets); (j) the vesting of the assets of the Debtors’ Estates in the Reorganized Debtors; (k) theconsummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the RestructuringImplementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Codevi. Section 1123(a)(6) – Non-Voting Equity Securities.21. The Company’s organizational documents in accordance with the SwedishCompanies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of theEffective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.vii. Section 1123(a)(7) – Directors, Officers, and Trustees.22. The manner of selection of any officer, director, or trustee (or any successorto and such officer, director, or trustee) of the Reorganized Debtors will be determined inaccordance with the existing organizational documents, which is consistent with the interests ofcreditors and equity holders and with public policy. Accordingly, the Plan satisfies therequirements of section 1123(a)(7) of the Bankruptcy Code.b. Section 1123(b) – Discretionary Contents of the Plan23. The Plan contains various provisions that may be construed as discretionarybut not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provisionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 123 o of f1 1334513complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicableprovisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims orInterests24. Article III of the Plan impairs or leaves unimpaired, as the case may be,each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts andUnexpired Leases25. Article V of the Plan provides for the assumption of the Debtors’ ExecutoryContracts and Unexpired Leases as of the Effective Date unless such Executory Contract orUnexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject ExecutoryContracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to amotion to reject an Executory Contract or Unexpired Lease pursuant to which the requestedeffective date of such rejection is after the Effective Date. Thus, the Plan satisfies section1123(b)(2).iii. Compromise and Settlement26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, and in consideration for the distributions and other benefits provided underthe Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,and controversies relating to the contractual, legal, and subordination rights that all holders ofClaims or Interests may have with respect to any Allowed Claim or Interest or any distribution tobe made on account of such Allowed Claim or Interest. Such compromise and settlement is theproduct of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted inCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 134 o of f1 1334514the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise ofall Claims, Interests, and controversies and entry into which represented a sound exercise of theDebtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonableand in the best interests of the Debtors and their Estates.27. The releases of the Debtors’ directors and officers are an integral componentof the settlements and compromises embodied in the Plan. The Debtors’ directors and officers: (a)made a substantial and valuable contribution to the Debtors’ restructuring, including extensive preandpost-Petition Date negotiations with stakeholder groups, and ensured the uninterruptedoperation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant timeand effort to make the restructuring a success and maximize the value of the Debtors’ businessesin a challenging operating environment; (c) attended and, in certain instances, testified atdepositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,management meetings, and board meetings related to the restructuring; (e) are entitled toindemnification from the Debtors under applicable non-bankruptcy law, organizationaldocuments, and agreements; (f) invested significant time and effort in the preparation of the Lock-Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous otherpleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as ofthe Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors’directors and officers would be a distraction to the Debtors’ business and restructuring and woulddecrease rather than increase the value of the estates. The releases of the Debtors’ directors andofficers contained in the Plan have the consent of the Debtors and the Releasing Parties and are inthe best interests of the estates.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 145 o of f1 1334515iv. Debtor Release28. The releases of claims and Causes of Action by the Debtors, ReorganizedDebtors, and their Estates described in Article VIII.C of the Plan in accordance with section1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors’business judgment under Bankruptcy Rule 9019. The Debtors’ or the Reorganized Debtors’ pursuitof any such claims against the Released Parties is not in the best interests of the Estates’ variousconstituencies because the costs involved would outweigh any potential benefit from pursuingsuch claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.29. The Debtor Release is (a) an integral part of the Plan, and a component ofthe comprehensive settlement implemented under the Plan; (b) in exchange for the good andvaluable consideration provided by the Released Parties; (c) a good faith settlement andcompromise of the claims and Causes of Action released by the Debtor Release; (d) materiallybeneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and isimportant to the overall objectives of the Plan to finally resolve certain Claims among or againstcertain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given andmade after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claimor Cause of Action released by the Debtor Release against any of the Released Parties. Theprobability of success in litigation with respect to the released claims and Causes of Action, whenweighed against the costs, supports the Debtor Release. With respect to each of these potentialCauses of Action, the parties could assert colorable defenses and the probability of success isuncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes ofAction against the Released Parties is not in the best interests of the Estates or the Debtors’ variousCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 156 o of f1 1334516constituencies because the costs involved would likely outweigh any potential benefit frompursuing such claims or Causes of Action30. Holders of Claims and Interests entitled to vote have overwhelmingly votedin favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, wasnegotiated before and after the Petition Date by sophisticated parties represented by able counseland advisors, including the Consenting Creditors. The Debtor Release is therefore the result of ahard fought and arm’s-length negotiation process conducted in good faith.31. The Debtor Release appropriately offers protection to parties thatparticipated in the Debtors’ restructuring process, including the Consenting Creditors, whoseparticipation in the Chapter 11 Cases is critical to the Debtors’ successful emergence frombankruptcy. Specifically, the Released Parties, including the Consenting Creditors, madesignificant concessions and contributions to the Chapter 11 Cases, including, entering into theLock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, andwaiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (aspart of the compromises composing the settlement underlying the revised Plan) in order tofacilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The DebtorRelease for the Debtors’ directors and officers is appropriate because the Debtors’ directors andofficers share an identity of interest with the Debtors and, as previously stated, supported and madesubstantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of theDebtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, andimplementation during the Chapter 11 Cases, and have provided other valuable consideration tothe Debtors to facilitate the Debtors’ successful reorganization and continued operation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 167 o of f1 133451732. The scope of the Debtor Release is appropriately tailored under the factsand circumstances of the Chapter 11 Cases. In light of, among other things, the value provided bythe Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to thePlan, the Debtor Release is appropriate.v. Release by Holders of Claims and Interests33. The release by the Releasing Parties (the “Third-Party Release”), set forthin Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)consensual as to those Releasing Parties that did not specifically and timely object or properly optout from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by theReleased Parties; (d) a good faith settlement and compromise of the claims and Causes of Actionreleased by the Third-Party Release; (e) materially beneficial to, and in the best interests of, theDebtors, their Estates, and their stakeholders, and is important to the overall objectives of the Planto finally resolve certain Claims among or against certain parties in interest in the Chapter 11Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity forhearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting anyclaim or Cause of Action released by the Third-Party Release against any of the Released Parties;and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions ofthe Bankruptcy Code.34. The Third-Party Release is an integral part of the agreement embodied inthe Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party ReleaseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 178 o of f1 1334518facilitated participation in both the Debtors’ Plan and the chapter 11 process generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing parties to support thePlan and preventing significant and time-consuming litigation regarding the parties’ respectiverights and interests. The Third-Party Release was a core negotiation point in connection with thePlan and instrumental in developing the Plan that maximized value for all of the Debtors’stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Releaseappropriately offers certain protections to parties who constructively participated in the Debtors’restructuring process—including the Consenting Creditors (as set forth above)—by, among otherthings, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in thecase of the Backstop Providers, committing to provide new capital to facilitate the Debtors’emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated thepari passu transaction that is the basis of the restructuring proposed under the Plan and provideda much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (inexchange for other consideration).35. Furthermore, the Third-Party Release is consensual as to all parties ininterest, including all Releasing Parties, and such parties in interest were provided notice of thechapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and theCombined Hearing and were properly informed that all holders of Claims against or Interests inthe Debtors that did not file an objection with the Court in the Chapter 11 Cases that included anexpress objection to the inclusion of such holder as a Releasing Party under the provisionscontained in Article VIII of the Plan would be deemed to have expressly, unconditionally,generally, individually, and collectively consented to the release and discharge of all claims andCauses of Action against the Debtors and the Released Parties. Additionally, the release provisionsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 189 o of f1 1334519of the Plan were conspicuous, emphasized with boldface type in the Plan, the DisclosureStatement, the Ballots, and the applicable notices. Except as set forth in the Plan, all ReleasingParties were properly informed that unless they (a) checked the “opt out” box on the applicableBallot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or(b) timely Filed an objection to the releases contained in the Plan that was not resolved beforeentry of this Confirmation Order, they would be deemed to have expressly consented to the releaseof all Claims and Causes of Action against the Released Parties.36. The Ballots sent to all holders of Claims and Interests entitled to vote, aswell as the notice of the Combined Hearing sent to all known parties in interest (including thosenot entitled to vote on the Plan), unambiguously provided in bold letters that the Third-PartyRelease was contained in the Plan.37. The scope of the Third-Party Release is appropriately tailored under thefacts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequatenotice of the Third-Party Release. Among other things, the Plan provides appropriate and specificdisclosure with respect to the claims and Causes of Action that are subject to the Third-PartyRelease, and no other disclosure is necessary. The Debtors, as evidenced by the VotingDeclaration and Certificate of Publication, including by providing actual notice to all knownparties in interest, including all known holders of Claims against, and Interests in, any Debtor andpublishing notice in international and national publications for the benefit of unknown parties ininterest, provided sufficient notice of the Third-Party Release, and no further or other notice isnecessary. The Third-Party Release is designed to provide finality for the Debtors, theReorganized Debtors and the Released Parties regarding the parties’ respective obligations underthe Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, anyparty who timely opted-out of the Third-Party Release is not bound by the Third-PartyRelease.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 290 o of f1 133452038. The Third-Party Release is specific in language, integral to the Plan, andgiven for substantial consideration. The Releasing Parties were given due and adequate notice ofthe Third-Party Release, and thus the Third-Party Release is consensual under controllingprecedent as to those Releasing Parties that did not specifically and timely object. In light of,among other things, the value provided by the Released Parties to the Debtors’ Estates and theconsensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release isappropriatevi. Exculpation.39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, wasformulated following extensive good-faith, arm’s-length negotiations with key constituents, and isappropriately limited in scope.40. No Entity or Person may commence or continue any action, employ anyprocess, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,obligation, or Cause of Action relating or reasonably likely to relate to any act or commission inconnection with, relating to, or arising out of a Covered Matter (including one that alleges theactual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expresslyauthorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes suchEntity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have soleand exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Causeof Action is colorable and, only to the extent legally permissible and as provided for in Article XI,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 201 o of f1 1334521shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, orCause of Action.vii. Injunction.41. The injunction provisions set forth in Article VIII.F of the Plan are essentialto the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of thePlan. The injunction provisions are appropriately tailored to achieve those purposes.viii. Preservation of Claims and Causes of Action.42. Article IV.L of the Plan appropriately provides for the preservation by theDebtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.Causes of Action not released by the Debtors or exculpated under the Plan will be retained by theReorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to theCauses of Action to be retained by the Debtors, and the Plan and Plan Supplement providemeaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,and all parties in interest received adequate notice with respect to such retained Causes of Action.The provisions regarding Causes of Action in the Plan are appropriate and in the best interests ofthe Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of anydoubt, Causes of Action released or exculpated under the Plan will not be retained by theReorganized Debtors.c. Section 1123(d) – Cure of Defaults43. Article V.D of the Plan provides for the satisfaction of Cure Claimsassociated with each Executory Contract and Unexpired Lease to be assumed in accordance withsection 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed ExecutoryCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 212 o of f1 1334522Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the BankruptcyCode, by payment of the default amount in Cash on the Effective Date, subject to the limitationsdescribed in Article V.D of the Plan, or on such other terms as the parties to such ExecutoryContracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will bedetermined in accordance with the procedures set forth in Article V.D of the Plan, and applicablebankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, orprovide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumedExecutory Contracts and Unexpired Leases in accordance with section 365(b)(1) of theBankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.d. Section 1129(a)(2) – Compliance of the Debtors and Others with the ApplicableProvisions of the Bankruptcy Code.44. The Debtors, as proponents of the Plan, have complied with all applicableprovisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,and 3019.e. Section 1129(a)(3) – Proposal of Plan in Good Faith.45. The Debtors have proposed the Plan in good faith, in accordance with theBankruptcy Code requirements, and not by any means forbidden by law. In determining that thePlan has been proposed in good faith, the Court has examined the totality of the circumstancesfiling of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“IntrumTexas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith isevident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the recordof the Combined Hearing and other proceedings held in the Chapter 11 CasesCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 223 o of f1 133452346. The Plan (including the Plan Supplement and all other documents necessaryto effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among theDebtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including theConsenting Creditors and each of their respective professionals. The Plan itself and the processleading to its formulation provide independent evidence of the Debtors’ and such other parties’good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases withthe belief that the Debtors were in need of reorganization and the Plan was negotiated and proposedwith the intention of accomplishing a successful reorganization and maximizing stakeholder value,and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the BankruptcyCode are satisfied.f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.47. Any payment made or to be made by the Debtors, or by a person issuingsecurities or acquiring property under the Plan, for services or costs and expenses in connectionwith the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, thePlan satisfies the requirements of section 1129(a)(4).g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with theInterests of Creditors and Public Policy.48. The identities of or process for appointment of the Reorganized Debtors’directors and officers proposed to serve after the Effective Date were disclosed in the PlanSupplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied therequirements of section 1129(a)(5) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 234 o of f1 1334524h. Section 1129(a)(6)—Rate Changes.49. The Plan does not contain any rate changes subject to the jurisdiction of anygovernmental regulatory commission and therefore will not require governmental regulatoryapproval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.50. The liquidation analysis attached as Exhibit D to the Disclosure Statementand the other evidence in support of the Plan that was proffered or adduced at the CombinedHearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,credible, and accurate as of the dates such analysis or evidence was prepared, presented orproffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not beencontroverted by other evidence; and (d) establish that each holder of Allowed Claims or Interestsin each Class will recover as much or more value under the Plan on account of such Claim orInterest, as of the Effective Date, than the amount such holder would receive if the Debtors wereliquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditorsand equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by UnimpairedClasses; Acceptance of the Plan by Certain Voting Classes.51. The classes deemed to accept the Plan are Unimpaired under the Plan andare deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. EachVoting Class voted to accept the Plan. For the avoidance of doubt, however, even if section1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable becausethe Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classesand thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as describedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 245 o of f1 1334525further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are alsosatisfied.k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section507(a) of the Bankruptcy Code.52. The treatment of Administrative Claims, Professional Fee Claims, andPriority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in allrespects with, section 1129(a)(9) of the Bankruptcy Code.l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.53. As set forth in the Voting Declaration, all Voting Classes overwhelminglyvoted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,determined without including any acceptance of the Plan by any insider (as defined by theBankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of theBankruptcy Code are satisfied.m. Section 1129(a)(11)—Feasibility of the Plan.54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. Thefinancial projections attached to the Disclosure Statement as Exhibit D and the other evidencesupporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasibleand Confirmation of the Plan is not likely to be followed by liquidation or the need for furtherfinancial reorganization; (e) establishes that the Debtors will have sufficient funds available tomeet their obligations under the Plan and in the ordinary course of business—including sufficientamounts of Cash to reasonably ensure payment of Allowed Claims that will receive CashCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 256 o of f1 1334526distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have thefinancial wherewithal to pay any Claims that accrue, become payable, or are allowed by FinalOrder following the Effective Date. Accordingly, the Plan satisfies the requirements of section1129(a)(11) of the Bankruptcy Code.n. Section 1129(a)(12)—Payment of Statutory Fees.55. Article XII.C of the Plan provides that all fees payable pursuant to section1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing inaccordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicableReorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfiesthe requirements of section 1129(a)(12) of the Bankruptcy Code.o. Section 1129(a)(13)—Retiree Benefits.56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided inArticle IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on accountof retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after theEffective Date in accordance with applicable law. As a result, the requirements of section1129(a)(13) of the Bankruptcy Code are satisfied.p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,and Nonprofit Corporations.57. The Debtors do not owe any domestic support obligations, are notindividuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 267 o of f1 1334527q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of VotingClasses.58. No Classes rejected the Plan, and section 1129(b) is not applicable here,but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the BankruptcyCode because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. ThePlan has been proposed in good faith, is reasonable, and meets the requirements and all VotingClasses have voted to accept the Plan. The treatment of Intercompany Claims and IntercompanyInterests under the Plan provides for administrative convenience does not constitute a distributionunder the Plan on account of such Interests, and therefore such treatment complies with therequirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair andequitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfiesthe requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmedeven though section 1129(a)(8) of the Bankruptcy Code is not satisfied.r. Section 1129(c)—Only One Plan.59. Other than the Plan (including previous versions thereof), no other plan hasbeen Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of theBankruptcy Code are satisfied.s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes orSection 5 of the Securities Act.60. No Governmental Unit has requested that the Court refuse to confirm thePlan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidanceof the application of section 5 of the Securities Act. As evidenced by its terms, the principalpurpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of theBankruptcy Code have been satisfied.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 278 o of f1 1334528t. Section 1129(e)—Not Small Business Cases.61. The Chapter 11 Cases are not small business cases, and accordingly, section1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.u. Satisfaction of Confirmation Requirements.62. Based upon the foregoing and all other pleadings and evidence proffered oradduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy allthe requirements for plan confirmation set forth in section 1129 of the Bankruptcy Code.v. Good Faith.63. The Debtors and their respective directors, officers, management, counsel,advisors, and other agents proposed the Plan in good faith, with the legitimate and honest purposeof maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Planaccomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, andtheir respective officers, directors, and advisors have been, are, and will continue to act in goodfaith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and theagreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actionsauthorized and directed or contemplated by this Combined Order. Therefore, the Plan has beenproposed in good faith to achieve a result consistent with the objectives and purposes of theBankruptcy Code.w. Conditions to Effective Date.64. The Plan shall not become effective unless and until the conditions set forthin Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 289 o of f1 1334529x. Implementation.65. All documents and agreements necessary to implement the Plan and thetransactions contemplated by the Plan, including those contained or summarized in the PlanSupplement, the Definitive Documents, the Agreed Steps Plan and the RestructuringImplementation Deed and related forms and documentation, have been negotiated in good faithand at arm’s length, are in the best interests of the Debtors and their Estates, and shall, uponcompletion of documentation and execution, be valid, binding, and enforceable documents andagreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan andDefinitive Documents, the Debtors are authorized to take any action reasonably necessary orappropriate to consummate such agreements and the transactions contemplated thereby.y. Vesting of Assets.66. Subject to the terms of the Plan, the Definitive Documentation, or anyagreement, instrument, or other document incorporated in the Plan, on the Effective Date, allproperty in each Estate, all Causes of Action, and any property acquired by any of the Debtorspursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens,Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwiseprovided in the Plan or Definitive Documents, each Reorganized Debtor may operate its businessand may use, acquire, or dispose of property and compromise or settle any Claims, Interests, orCauses of Action without supervision or approval by the Court and free of any restrictions of theBankruptcy Code or Bankruptcy Rules.z. Treatment of Executory Contracts and Unexpired Leases.67. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon theoccurrence of the Effective Date, the Plan provides for the assumption or rejection of certainCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 390 o of f1 1334530Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.The Debtors’ determinations regarding the assumption or rejection of Executory Contracts andUnexpired Leases are based on and within the sound business judgment of the Debtors, arenecessary to the implementation of the Plan and are in the best interests of the Debtors, theirEstates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.II. OrderBASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OFLAW, IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:A. Final Approval of the Disclosure Statement.68. The Disclosure Statement is approved as having adequate information ascontemplated by section 1125(a)(1) of the Bankruptcy Code. All objections, statements, joinders,information objections or reservations of rights in respect of the Disclosure Statement, if any, thathave not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing areoverruled.B. Confirmation of the Plan69. The Plan attached to this Combined Order as Exhibit A satisfies or complieswith all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the BankruptcyCode and is confirmed pursuant to section 1129 of the Bankruptcy Code. The terms of the Plan,including the Plan Supplement, are incorporated by reference into, and are an integral part of, thisCombined Order.70. The Combined Order approves the Plan Supplement, including thedocuments contained therein, as they may be amended through and including the Effective Datein accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, butnot limited to, any consent or approval rights set forth therein.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 301 o of f1 133453171. Notwithstanding anything in this Combined Order or the Plan, nothing inthis Combined Order or the Plan shall affect parties' rights to terminate the RestructuringDocuments in accordance with their terms, without further notice to or order of the BankruptcyCourt. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actionsrequired at any time, appropriate or desirable to enter into, implement, and consummate thecontracts, instruments, releases, agreements, or other documents created or executed in connectionwith the Plan, the Restructuring Transactions, including those contained in the Plan Supplement,and all other relevant and necessary or desirable documents, including but not limited to theDefinitive Documents, the Lock-Up Agreement, the Facility Agreement Amendments Documents,the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,the New Money Documents, the New Security Documents, the Rights Offering Documents, andthe Restructuring Implementation Deed without the need for any approvals, authorization, orconsents, except for those expressly required pursuant to the Plan and applicable Swedish Law,including, for the avoidance of doubt, with respect to the Swedish Reorganisation PlanConfirmation.72. Upon the Confirmation Date, the Debtors are authorized to fully implementthe Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject toany conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions ofthe Swedish Court without the need for any further order of this Court or further action by holdersof Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estatesin any judicial or other proceeding outside the U.S., including the Swedish CompanyReorganisation Process, in any way permitted by applicable non-U.S. Law in connection with suchproceeding.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 312 o of f1 1334532C. Binding Effect73. The terms of the Plan and the Restructuring Transactions (and anydocuments related or ancillary thereto, including, for the avoidance of doubt, the documents andinstruments contained in the Plan Supplement) shall be immediately effective and enforceable andnot subject to avoidance or other challenge, legal or otherwise, and deemed binding on the Debtors,the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whetherholders of such Claims or Interests have, or are deemed to have, accepted the Plan and whethersuch claims are known or unknown, including, but not limited to all contract counterparties,borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estaterepresentatives, or similar entities for the Debtors, if any, subsequently appointed in any of theChapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of theChapter 11 Cases, all Entities that are parties to or subject to the settlements, compromises,releases, discharges, and injunctions contained in the Plan, each Entity acquiring property underthe Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and eachof their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the termsof the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicableDefinitive Documents prior to the Effective Date, subject to the applicable consent rights set forthin the Plan and/or the Lock-Up Agreement.D. Incorporation by Reference.74. The terms and provisions of the Plan are incorporated by reference and arean integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibitsthereto, this Combined Order, and all other relevant and necessary documents shall, on and afterthe Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 323 o of f1 1334533their Estates and their creditors, and their respective successors and assigns, non-debtor affiliates,any affected third parties, all Holders of equity interests in the Debtors, all Holders of any Claims,whether known or unknown, against the Debtors, including, but not limited to all contractcounterparties, leaseholders, governmental units, and any trustees, examiners, administrators,responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequentlyappointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the BankruptcyCode of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.E. Objections75. All objections to, statements, joinders, informal objections or reservationsof rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolvedbefore the Combined Hearing are overruled on the merits and denied.F. Governmental Approvals Not Required.76. This Combined Order shall constitute all approvals and consents that are ormay be required by the laws, rules, or regulations of any state or any other governmental authoritywith respect to the dissemination, implementation and consummation of the Plan, the otherDefinitive Documents and any other act referred to in, or contemplated by, the Plan or otherDefinitive Documents or that may be necessary or appropriate for the implementation orconsummation of the Plan or the other Plan Documents (subject to the applicable consent rightsset forth in the Lock-Up Agreement).G. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan.77. All release, exculpation, and discharge provisions embodied in the Plan,including those contained in Article VIII.A-E of the Plan are hereby approved in their entirety andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 334 o of f1 1334534shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, withoutfurther order or action by this Bankruptcy Court.a. Injunction. The following injunction provision contained in Article VIII.Fof the Plan is hereby incorporated by reference and approved in its entirety:78. Upon entry of the Combined Order, all Persons and Entities shall beenjoined from taking any actions to interfere with the implementation or consummation ofthis Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, theReorganized Debtors pursuant to this Plan.79. Except as otherwise specifically provided in the Plan or for obligationsissued or required to be paid pursuant to the Plan or the Combined Order, all Entities whohave held, hold, or may hold claims or interests that have been released, discharged, or aresubject to exculpation are permanently enjoined, from and after the Effective Date, fromtaking any of the following actions (collectively, the “Covered Matters”) against, as applicable,the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the“Covered Entities”): (a) commencing or continuing in any manner any action or otherproceeding of any kind on account of or in connection with or with respect to any such claimsor interests; (b) enforcing, attaching, collecting, or recovering by any manner or means anyjudgment, award, decree, or order against such Entities on account of or in connection withor with respect to any such claims or interests; (c) creating, perfecting, or enforcing anyencumbrance of any kind against such Entities or the property or the estates of such Entitieson account of or in connection with or with respect to any such claims or interests; (d)asserting any right of setoff, subrogation, or recoupment of any kind against any obligationdue from such Entities or against the property of such Entities on account of or in connectionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 345 o of f1 1334535with or with respect to any such claims or interests unless such Holder has Filed a motionrequesting the right to perform such setoff on or before the Effective Date, andnotwithstanding an indication of a claim or interest or otherwise that such Holder asserts,has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and(e) commencing or continuing in any manner any action or other proceeding of any kind onaccount of or in connection with or with respect to any such claims or interests released orsettled pursuant to the Plan.80. With respect to any Covered Entity, no Entity or Person maycommence or continue any action, employ any process, or take any other act to pursue,collect, recover or offset any Claim, Interest, debt, obligation, or Cause of Action relating orreasonably likely to relate to any act or commission in connection with, relating to, or arisingout of a Covered Matter (including one that alleges the actual fraud, gross negligence, orwillful misconduct of a Covered Entity), unless expressly authorized by the BankruptcyCourt after (1) it determines, after a notice and a hearing, such Claim, Interest, debt,obligation, or Cause of Action is colorable and (2) it specifically authorizes such Entity orPerson to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole andexclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation orCause of Action is colorable and, only to the extent legally permissible and as provided forin Article XI, shall have jurisdiction to adjudicate such underlying colorable Claim, Interest,debt, obligation, or Cause of Action.H. Preservation of Rights of Action.81. Except as otherwise provided in the Plan or in any contract, instrument,release or other agreement entered into or delivered in connection with the Plan, in accordanceCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 356 o of f1 1334536with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested inthem as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, anyclaims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may holdagainst any Entity, other than any Cause of Action released by the Debtors pursuant to the releasescontained in the Plan. Each Reorganized Debtor or its successor may pursue such retained claims,demands, rights, defenses or causes of action, as appropriate, and may settle such claims after theEffective Date without notice to parties in interest or approval of this Court.I. Post-Confirmation Notices, Professional Compensation, and Bar Dates82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than sevendays after the Effective Date, the Reorganized Debtors must cause notice of Confirmation andoccurrence of the Effective Date (the “Notice of Confirmation”) to be served by United Statesmail, first-class postage prepaid, by hand, or by overnight courier service to all parties served withthe Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and mannerset forth in this paragraph will be good, adequate, and sufficient notice under the particularcircumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c).No further notice is necessary.83. The Notice of Confirmation will have the effect of an order of the Court,will constitute sufficient notice of the entry of this Combined Order to filing and recording officers,and will be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcylaw.84. All Professionals seeking approval by the Bankruptcy Court ofcompensation for services rendered or reimbursement of expenses incurred through and includingthe Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shallCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 367 o of f1 1334537file, on or before the date that is forty-five (45) calendar days after the Effective Date, theirrespective applications (collectively, the “Final Fee Applications”) for final allowances ofcompensation for services rendered, and reimbursement of expenses incurred between the PetitionDate and the Effective Date. Any objection to any Final Fee Application must be Filed with thisCourt no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days afterthe filing of the applicable Final Fee Application.85. Except as otherwise provided in the Plan, requests for payment ofAdministrative Claims must be Filed no later than the Administrative Claims Bar Date. Holdersof Administrative Claims that are required to file and serve a request for such payment of suchAdministrative Claims that do not file and serve such a request by the Administrative Claims BarDate shall be forever barred, estopped, and enjoined from asserting such Administrative Claimsagainst the Debtors, the Reorganized Debtors or their property, and such Administrative Claimsshall be deemed discharged as of the Effective Date without the need for any objection from theReorganized Debtors or any action by the Court.J. Notice of Subsequent Pleadings.86. Except as otherwise provided in the Plan or in this Combined Order, noticeof all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to thefollowing parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to theNotes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by suchpleadings.K. Retention of Jurisdiction.87. This Court retains jurisdiction over all matters arising out of or related tothe Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 378 o of f1 1334538L. Reporting88. After the Effective Date, the Debtors or Reorganized Debtors, as applicable,shall have no obligation to file with the Court or serve on any parties reports that the Debtors orReorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Courtorder, including monthly operating reports (even for those periods for which a monthly operatingreport was not Filed before the Effective Date), ordinary course professional reports, and monthlyor quarterly reports for Professionals; provided, however, that the Debtors or Reorganized Debtors,as applicable, will comply with the U.S. Trustee’s quarterly reporting requirements. FromConfirmation through the Effective Date, the Debtors will file such reports as are required underthe Bankruptcy Local Rules.89. After the Confirmation Date, the Debtors or Reorganized Debtors, asapplicable, shall have no obligation to provide any reports to any parties otherwise required underthe “first” and “second” day orders entered in the Chapter 11 Case, except for those reportsrequired under the Cash Collateral Order.M. Effectiveness of All Actions90. Except as set forth in the Plan, all actions authorized to be taken pursuant tothe Plan, including all actions pursuant to, in accordance with, or in connection with the otherDefinitive Documents, shall be effective on, before, or after the Effective Date pursuant to thisCombined Order, without further application to, or order of the Court, or further action by theDebtors and/or the Reorganized Debtors and their respective directors, officers, members, orstockholders, and with the effect that such actions had been taken by unanimous action of suchofficers, directors, managers, members, or stockholders.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 389 o of f1 1334539N. Plan Implementation Authorization91. The Debtors or the Reorganized Debtors, as the case may be, and, to theextent necessary, third parties including the Agents/Trustees (including each of their respectivesuccessors and assigns), and their respective directors, officers, members, agents, and attorneys,financial advisors, and investment bankers are (irrespective of any existing contractualrequirements to obtain instructions binding on such parties) authorized, empowered and directedfrom and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record anycontract, instrument, release, or other agreement or document related to the Plan, including theFacility Agreement Amendments Documents, the amended Intercreditor Agreement documents,the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,the New Money Documents, the New Security Documents, the Rights Offering Documents, theRestructuring Implementation Deed, any other document included in the Plan Supplement, or anydocument related or ancillary thereto (each according to their terms), as the same may be modified,amended and supplemented, and to take any action necessary or appropriate to implement,effectuate, consummate, or further evidence the Plan in accordance with its terms, or take any orall steps or corporate actions authorized to be taken pursuant to the Plan whether or not specificallyreferred to in the Plan or any exhibit thereto, without further order of the Court. To the extentapplicable, any or all such documents shall be accepted upon presentment by each of the respectivestate filing offices and recorded in accordance with the applicable law and shall become effectivein accordance with their terms and the provisions of applicable law. No action of the Debtors’boards of directors or the Reorganized Debtors’ boards of directors will be required to authorizethe Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt oramend, as the case may be, any such contract, instrument, release, or other agreement or documentCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 490 o of f1 1334540related to the Plan, and following the Effective Date, each such document will be a legal, valid,and binding obligation of the Debtors or Reorganized Debtors, as applicable, enforceable againstthe Debtors and the Reorganized Debtors in accordance with the respective terms thereof. TheDebtors are also authorized from and after the date hereof to negotiate, execute, issue, deliver,implement, file, or record any contract, instrument, release, or other agreement or document ortake any action necessary or appropriate to implement the transactions set forth in the Agreed StepsPlan, including, among other things, any merger, transfer, liquidation, or consolidation of any ofthe Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder ofNotes Claims will be deemed to have appointed the Company as its attorney and agent and to haveirrevocably instructed, authorized, directed and empowered the Company (or its authorizedrepresentative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, anyTransaction Document to which it is party, in each case solely to the extent consistent with theLock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) inthe case of Holder of Notes, to take any action necessary to ensure that steps described in theAgreed Steps Plan and the Restructuring Implementation Deed are carried out, including ifnecessary updating the books and records of the relevant clearing systems in which the Notes areheld. For the avoidance of doubt, the foregoing power of attorney shall not apply to anyamendments or waivers sought from the applicable creditors under the Plan, the Lock-UpAgreement, the Restructuring Implementation Deed or any Transaction Documents and any suchwaivers may only be granted by the requisite majorities of the applicable creditors in accordancewith the relevant document.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 401 o of f1 1334541O. Restructuring Transactions and Restructuring Expenses.92. Subject to the terms of the Plan and the Definitive Documents, from andafter the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extentnecessary, third parties including the Agents/Trustees (including each of their respectivesuccessors and assigns) are authorized, empowered and directed to take all actions as may benecessary or appropriate to effect any Restructuring Transactions, including: (1) the execution anddelivery of appropriate agreements, including the Definitive Documents, or other documents ofmerger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that areconsistent with the terms of the Plan and that satisfy the applicable requirements of applicable lawand any other terms to which the applicable Entities may agree; (2) the execution and delivery ofappropriate instruments of transfer, assignment, assumption, or delegation of any asset, property,right, liability, debt, or obligation on terms consistent with the terms of the Plan and having otherterms for which the applicable parties agree; (3) the filing of appropriate certificates or articles ofincorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcylaw; and (4) all other actions that the applicable Entities determine to be necessary,including making filings or recordings that may be required by applicable law in connection withthe Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Planor any Definitive Document shall be satisfied or waived in accordance with, and pursuant to,Article IX.B of the Plan or the terms of the applicable Definitive Document (respectively), andany Plan modification, revocation or withdrawal can only be completed in accordance with ArticleX of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 412 o of f1 133454293. The Debtors or Reorganized Debtors, as applicable, shall enter into theFacility Agreement Amendments Documents on or before the Effective Date, on the terms setforth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmationshall be deemed approval of the SSRCF Credit Agreement and related Facility AgreementAmendments Documents and amended Intercreditor Agreement documents (including thetransactions contemplated thereby, and all actions to be taken, undertakings to be made, andobligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connectiontherewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors orReorganized Debtors are authorized and directed to execute and deliver those documents necessaryor appropriate to consummate the applicable Facility Agreement Amendments Documents andamended Intercreditor Agreement documents without further notice to or order of the BankruptcyCourt, act or action under applicable law, regulation, order, or rule or vote, consent, authorization,or approval of any Person, subject to such modifications as may be agreed between the Debtors orReorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anythingelse contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documentsand all other relevant documents to give effect to the Facility Agreement Amendments Documentsshall continue in full force and effect, except as amended and restated, supplemented, superseded,terminated or otherwise modified pursuant to, or in connection with, the Facility AgreementAmendments Document and the amended Intercreditor Agreement documents.94. In order to facilitate the consummation of the Restructuring Transactions,and as a good-faith and reasonable compromise and settlement of any objections of the holders ofSenior Secured Term Loan Claims to the treatment of such Claims otherwise provided under thePlan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended SeniorCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 423 o of f1 1334543Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth inthe Plan and the Amended Senior Secured Term Loan Credit Agreement Term Sheet.Confirmation of the Plan pursuant to this Combined Order shall constitute approval of theAmended Senior Secured Term Loan Credit Agreement (including the transactions contemplatedthereby, and all actions to be taken, undertakings to be made, and obligations to be incurred andfees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent notapproved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors areauthorized and directed to execute and deliver those documents necessary or appropriate toconsummate the applicable Amended Senior Secured Term Loan Credit Agreement withoutfurther notice to or order of the Bankruptcy Court, act or action under applicable law, regulation,order, or rule or vote, consent, authorization, or approval of any Person, subject to suchmodifications as may be agreed between the Debtors or Reorganized Debtors and the applicableholders of Senior Secured Term Loan Claims.95. Subject to the terms of the Plan and Definitive Documents, the Debtors arehereby authorized to take any and all actions necessary to consummate the Rights Offering inaccordance with the Plan, the Rights Offering Documents, the Backstop Agreement, and the Lock-Up Agreement, including mailing any required form, agreements or notices to applicable holdersof Claims and Interests. The Rights Offering Documents and all related forms, agreements, andnotices (which may be amended so that the final form is reasonably acceptable to the MajorityCore Noteholder Group) Filed with the Plan Supplement are hereby approved and theconsummation of the Rights Offering shall be deemed a reasonable exercise of the Debtors’business judgment. Pursuant to the terms of the Plan, on the Effective Date, the ReorganizedDebtors shall issue the New Money Notes in accordance with the terms set forth in the RightsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 434 o of f1 1334544Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New MoneyNotes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, andthe Restructuring Implementation Deed.96. Subject to the terms of the Plan and Definitive Documents, the Debtors orReorganized Debtors, as applicable, are hereby authorized, immediately upon entry of thisCombined Order, to issue the Exchange Notes on the terms set forth in the Exchange NotesIndenture and included in the Plan Supplement. The Notes Amendments Documents (includingthe transactions contemplated thereby, and all actions to be taken, undertakings to be made, andobligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a non-DebtorAffiliate in connection therewith), to the extent not approved by the Bankruptcy Court previously,are hereby approved, and the Debtors or Reorganized Debtors, and as applicable theAgents/Trustees, are authorized and directed to execute and deliver those documents necessary orappropriate to consummate the applicable Notes Amendments Documents without further noticeto or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or ruleor vote, consent, authorization, or approval of any Person, subject to such modifications as may beagreed between the Debtors or Reorganized Debtors and the Majority Core Noteholder Group.97. On or prior to the Effective Date, the Debtors shall issue the NoteholderOrdinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the AgreedSteps Plan and Restructuring Implementation Deed.98. Further, the Restructuring Expenses incurred, or estimated to be incurred,up to and including the Effective Date (or, with respect to necessary post-Effective Date activities,after the Effective Date), shall be paid in full in Cash on the Effective Date (to the extent notpreviously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 445 o of f1 1334545terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without anyrequirement (i) to File a fee application with the Bankruptcy Court, (ii) for Bankruptcy Courtreview or approval, and/or (iii) submission to any party of itemized time detail. All RestructuringExpenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Dateand such estimates shall be delivered to the Debtors at least three (3) Business Days before theanticipated Effective Date; provided, however, that such estimates shall not be considered anadmission or limitation with respect to such Restructuring Expenses. From and after the PetitionDate, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payablepursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in theordinary course the Restructuring Expenses whether incurred before, on, or after the EffectiveDate. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for allRestructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted tothe Debtors and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10)Business Days of receipt of the applicable final invoice.P. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.99. Except as otherwise provided in the Plan, the Agreed Steps Plan, or anyagreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as aReorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with allof the powers of such legal entity under applicable law and without prejudice to any right to alteror terminate such existence (whether by merger, conversion, dissolution or otherwise) underapplicable law, and on the Effective Date, all property of the Estate of a Debtor, and any propertyacquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable ReorganizedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 456 o of f1 1334546Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and otherinterests.100. On and after the Effective Date, each Reorganized Debtor may operate itsbusiness and may use, acquire and dispose of property and compromise or settle any claims withoutsupervision or approval by this Court and free of any restrictions of the Bankruptcy Code orBankruptcy Rules, other than those restrictions expressly imposed by the Plan, the AmendedFinance Documents, or this Combined Order.Q. Directors and Officers of Reorganized Debtors.101. As of the Effective Date, the term of the current members of the board ofdirectors of the Debtors shall be appointed in accordance with the Plan and other constituentdocuments of each Reorganized Debtor.102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors havedisclosed in advance of the Combined Hearing the identity and affiliations of any Person proposedto serve on the Board, as well as those Persons that will serve as an officer of the ReorganizedDebtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, thenature of any compensation to be paid to such director or officer has also been disclosed to theextent reasonably practicable. Each such director and officer shall continue to serve from and afterthe Effective Date pursuant to the terms of the constituent documents of the Reorganized Debtors.R. Release of Liens.103. Except as otherwise provided in or pursuant to the New SecurityDocuments, the Plan (including with respect to Unimpaired Claims), or any other contract,instrument, release, or other agreement or document created pursuant to the Plan, on the EffectiveDate and concurrently with the applicable Distributions made pursuant to the Plan and, in the caseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 467 o of f1 1334547of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as ofthe Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate inaccordance with Article III.B. of the Plan and any existing mortgages, deeds of trust, Liens,pledges, or other security interests against any property of the Estates or the Debtors’ affiliates forthe benefit of Holders of RCF Claims, Senior Secured Term Loan Claims, the New Money Notes,the Exchange Notes, the Amended Senior Secured Term Loan and other creditors party to theamended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other securityinterests against any property of the Estates shall be fully released and discharged, and all of theright, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or othersecurity interests shall revert to the Reorganized Debtors and their successors and assigns, otherthan, for the avoidance of doubt, the Liens and security interests granted pursuant to, or inconnection with, the Facility Agreement Amendments Documents, Amended Senior SecuredTerm Loan Credit Agreement, the Notes Amendments Documents, the New Money Documentsor the New Security Documents. Any Holder of such Secured Claim (and the applicable agents forsuch Holder) shall be authorized and directed, at the sole cost and expense of the ReorganizedDebtors, to release any collateral or other property of any Debtor (including any cash collateraland possessory collateral) held by such Holder (and the applicable agents for such Holder), and totake such actions as may be reasonably requested by the Reorganized Debtors to evidence therelease of such Lien, including the execution, delivery, and filing or recording of such releases.The presentation or filing of this Combined Order to or with any federal, state, provincial, or localagency or department shall constitute good and sufficient evidence of, but shall not be required toeffect, the termination of such Liens.S. Injunctions and Automatic Stay.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 478 o of f1 1334548104. Unless otherwise provided in the Plan or this Combined Order, allinjunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of theBankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding anyinjunctions or stays contained in the Plan or this Combined Order) shall remain in full force andeffect until the Effective Date. All injunctions or stays contained in the Plan or this CombinedOrder shall remain in full force and effect in accordance with their terms.T. Cancellation of Existing Securities and Agreements.105. On the Effective Date, except as otherwise provided in the Plan, thisCombined Order, any agreement, instrument or other document entered into in connection with orpursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claimsor Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtorsthereunder or in any way related thereto shall be discharged and deemed satisfied in full, and theAgents/Trustees shall be released from all duties thereunder; provided, that, notwithstandingConfirmation or the occurrence of the Effective Date, any such document that governs the rightsof the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enablingHolders of Allowed Claims and Allowed Interests to receive Distributions under the Plan asprovided herein, (b) governing the contractual rights and obligations among the Agents/Trusteesand the lenders or Holders party thereto (including, without limitation, indemnification, expensereimbursement, and Distribution provisions) until the Reorganized Debtors emerge from theChapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder to maintain,exercise, and enforce any applicable rights of indemnity, reimbursement, or contribution, orsubrogation or any other claim or entitlement, (d) permitting each Agent/Trustee to perform anyCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 489 o of f1 1334549functions that are necessary to effectuate the immediately foregoing, including appearing andbeing heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court; (e) facilitatingthe amendment, reinstatement and combination of the Facility Agreement into the FacilityAgreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, thePlan, and the Facility Agreement Amendments Documents (f) facilitating the amendment andrestatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan CreditAgreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan CreditAgreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in thePlan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of theExchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and theExchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solelyto the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose asset forth in the Lock-Up Agreement, Restructuring Implementation Deed, and DefinitiveDocuments.U. Certain Securities Law Matters.106. Except as described in the following paragraphs, the Debtors will rely onsection 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act theoffer, issuance, and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and theNew Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account ofNotes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement beforethe filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, andDistribution of such Exchange Notes, Noteholder Ordinary Shares and the New Money Notes(other than the Backstopped Notes) pursuant to section 1145(a) of the Bankruptcy Code shall beCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 590 o of f1 1334550exempt from, among other things, the registration requirements of section 5 of the Securities Actand any other applicable law requiring registration prior to the offering, issuance, Distribution, orsale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. SuchExchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than theBackstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions ofsection 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any otherjurisdiction and any rules and regulations of the United States Securities and ExchangeCommission, if any, applicable at the time of any future transfer of such Securities or instruments.107. The Debtors will rely on section 4(a)(2) of the Securities Act and RegulationS under the Securities Act, or any other available exemption from registration under the SecuritiesAct, as applicable, to exempt from registration under the Securities Act the offer, issuance, andDistribution of the Backstopped Notes issued in accordance with the Backstop Agreement. TheBackstopped Notes will be “restricted securities” subject to transfer restrictions under the U.S.federal securities laws if they are issued to a U.S. person in accordance with the BackstopAgreement pursuant to section 4(a)(2) of the Securities Act but will otherwise be issued pursuantto Regulation S (if they are issued to a non-U.S. person outside of the United States in accordancewith the Backstop Agreement). Such Backstopped Notes may be resold, exchanged, assigned orotherwise transferred pursuant to registration, or an applicable exemption from registration, underthe Securities Act and other applicable law.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 501 o of f1 1334551V. First Day Relief108. Notwithstanding anything contained in this Combined Order, the reliefgranted pursuant to the First Day Orders shall remain in full force and effect in accordance withtheir terms through the Effective Date.W. Cooperation by Euroclear Sweden109. Should the Reorganized Debtors elect to reflect any ownership of theNoteholder Ordinary Shares to be issued under the Plan through the facilities of Euroclear Sweden(“Euroclear”), Euroclear is authorized to rely solely on this Combined Order, and the ReorganizedDebtors need not provide any further evidence other than the Plan and this Combined Order withrespect to the treatment of such Noteholder Ordinary Shares under applicable securities laws.Euroclear and all other Persons and Entities shall be required to accept and conclusively rely uponthe Plan and this Combined Order in lieu of a legal opinion regarding whether the NoteholderOrdinary Shares to be issued under the Plan are exempt from registration and/or eligible forEuroclear book-entry delivery, settlement, and depository services.X. Section 1146 Exemption.110. To the fullest extent permitted by section 1146(a) of the Bankruptcy Code,any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of propertyunder the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt,equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the RestructuringTransactions; (c) the creation, modification, consolidation, termination, refinancing, and/orrecording of any mortgage, deed of trust, or other security interest, or the securing of additionalindebtedness by such or other means; (d) the making, assignment, or recording of any lease orsublease; (e) the grant of collateral as security for any or all of the Facility Agreement AmendmentsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 512 o of f1 1334552Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or NewMoney Notes; or (f) the making, delivery, or recording of any deed or other instrument of transferunder, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale,assignments, or other instrument of transfer executed in connection with any transaction arisingout of, contemplated by, or in any way related to the Plan, shall not be subject to any documentrecording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estatetransfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatoryfiling or recording fee, or other similar tax or governmental assessment, and upon entry of theCombined Order, the appropriate state or local governmental officials or agents shall forego thecollection of any such tax or governmental assessment and accept for filing and recordation anyof the foregoing instruments or other documents without the payment of any such tax, recordationfee, or governmental assessment. All filing or recording officers (or any other Person withauthority over any of the foregoing), wherever located and by whomever appointed, shall complywith the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection ofany such tax or governmental assessment, and shall accept for filing and recordation any of theforegoing instruments or other documents without the payment of any such tax or governmentalassessment.Y. Nonseverability of Plan Provisions upon Confirmation.111. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g),7062, 9014, or otherwise, the terms and conditions of this Combined Order shall be effective andenforceable immediately upon its entry. Each term and provision of the Plan, and the transactionsrelated thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 523 o of f1 1334553enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified exceptas provided by the Plan or this Combined Order; and (c) nonseverable and mutually dependent.Z. Waiver or Estoppel.112. Each holder of a Claim or Interest shall be deemed to have waived any rightto assert any argument, including the right to argue that its Claim or Interest should be Allowed ina certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement madewith the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in thePlan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before theConfirmation Date.AA. Authorization to Consummate.113. The Debtors are authorized to consummate the Plan, including theRestructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the DefinitiveDocuments, at any time after the entry of this Combined Order. The substantial consummation ofthe Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed tooccur on the first date, on or after the Effective Date, on which distributions are made in accordancewith the terms of the Plan to holders of any Allowed Claims or Interests (as applicable).BB. Assumption and Cure of Executory Contracts.114. The provisions governing the treatment of Executory Contracts andUnexpired Leases set forth in Article V of the Plan (including the procedures regarding theresolution of any and all disputes concerning the assumption or rejection, as applicable, of suchExecutory Contracts and Unexpired Leases) shall be, and hereby are, approved in their entirety.For the avoidance of doubt, on the Effective Date, except as otherwise provided in the Plan, allExecutory Contracts or Unexpired Leases will be deemed assumed in accordance with theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 534 o of f1 1334554provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than anExecutory Contract or Unexpired Lease that: (a) is identified on the Rejected Executory Contractand Unexpired Lease List; (b) has been previously rejected by a Final Order; (c) is the subject ofa motion to reject Executory Contracts or Unexpired Leases that is pending on the ConfirmationDate; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant towhich the requested effective date of such rejection is after the Effective Date.115. Entry of this Combined Order shall constitute an order approving theassumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Codeand effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfythe obligations thereunder, including with respect to the payment of any and all fees, costs, andexpenses provided thereunder; and, for the avoidance of doubt, the payment of all outstanding fees,costs, and expenses of the Notes Ad Hoc Group Advisors shall be paid upon entry of this CombinedOrder. The Lock-Up Agreement shall be binding and enforceable against the parties thereto inaccordance with its terms and the terms of the Plan, and any and all obligations under the Lock-Up Agreement shall continue in accordance with the terms thereof and shall not be limited in anyway by the entry of this Combined Order or the Plan, including, without limitation, by the absenceof any Cure Amount with respect to the Lock-Up Agreement.116. Unless otherwise agreed, the Debtors will not pursuant to this CombinedOrder assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject ofan outstanding objection to a Cure Amount at the time of entry of this Combined Order. Alloutstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Courtand the parties.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 545 o of f1 1334555117. Notwithstanding anything to contrary in the Plan, this Combined Order, orthe Plan Supplement, subject only to the occurrence of the Effective Date, all existing employmentagreements, indemnification agreements, or other agreements between the Debtors and theDebtors’ current and former employees are hereby assumed and/or assumed and assigned to theapplicable Reorganized Debtor in accordance with the provisions and requirements of sections 365and 1123 of the Bankruptcy Code.CC. Provisions Regarding Certain Governmental Unit Liabilities.118. Nothing in this Combined Order or the Plan discharges, releases, precludes,or enjoins: (a) any liability to any Governmental Unit that is not a Claim; (b) any Claim of aGovernmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to aGovernmental Unit on the part of any Person as the owner, permittee, or operator of property afterthe Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other thanthe Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoinor otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liabilitydescribed in the preceding sentence. Nothing in this Combined Order or the Plan shall affect anysetoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Orderor the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defensedescribed in this paragraph 119 of this Combined Order. Without limiting the foregoing, for theavoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require theUnited States or any State to novate or otherwise consent to the transfer of any federal or statecontracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests toany Entity other than the Debtors or Reorganized Debtors.DD. Effect of Non-Occurrence of Conditions to the Effective Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 556 o of f1 1334556119. Notwithstanding the entry of this Combined Order, if the Effective Datedoes not occur, the Plan shall be null and void in all respects and nothing contained in the Plan orthe Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causesof Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of aClaim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, orundertaking by the Debtors, any holders, or any other Entity in any respect.EE. Post-Confirmation Modification of the Plan.120. Subject to obtaining the required consents in accordance with the provisionsof the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the RestructuringImplementation Deed respectively, the Debtors are hereby authorized to amend or modify the Planat any time prior to the substantial consummation of the Plan, but only in accordance with section1127 of the Bankruptcy Code and Article X.A of the Plan, without further order of this Court.FF. Final Order.121. This Combined Order is a Final Order and the period in which an appealmust be Filed will commence upon entry of this Combined Order.Dated: ___________________Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZUNITED STATES BANKRUPTCY JUDGEDAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 567 o of f1 13345Exhibit APlanCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 578 o of f1 13345UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. )JOINT PREPACKAGED CHAPTER 11 PLAN OFREORGANIZATION OF INTRUM AB AND ITS DEBTORAFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE(FURTHER TECHNICAL MODIFICATIONS)PORTER HEDGES LLPJohn F. Higgins (TX 09597500)M. Shane Johnson (TX 24083263)1000 Main Street, 36th FloorHouston, TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: [email protected]@porterhedges.comMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: [email protected]@milbank.comProposed Co-Counsel to the Debtors Proposed Co-Counsel to the DebtorsDated: December 18, 20241 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 589 o of f1 13345iTABLE OF CONTENTSPageINTRODUCTION .......................................................................................................................... 1ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATIONOF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1A. Defined Terms ........................................................................................................ 1B. Rules of Interpretation; Computation of Time...................................................... 22C. Governing Law ..................................................................................................... 23D. Reference to Monetary Figures ............................................................................. 23E. Reference to the Debtors or the Reorganized Debtors .......................................... 23F. Consent and Consultation Rights .......................................................................... 23G. Controlling Document .......................................................................................... 24ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24A. Administrative Claims .......................................................................................... 24B. Professional Fee Claims ........................................................................................ 251. Professional Fee Claims ....................................................................................... 252. Professional Fee Escrow Account ....................................................................... 263. Professional Fee Escrow Amount ........................................................................ 264. Post-Confirmation Date Fees and Expenses ........................................................ 26C. Priority Tax Claims ............................................................................................... 26D. Restructuring Expenses ......................................................................................... 27ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS ANDINTERESTS ......................................................................................................... 27A. Classification of Claims and Interests................................................................... 27B. Treatment of Classes of Claims and Interests ....................................................... 281. Class 1 — Other Secured Claims ........................................................................ 282. Class 2 — Other Priority Claims ......................................................................... 293. Class 3 — RCF Claims ........................................................................................ 294. Class 4 — Senior Secured Term Loan Claims .................................................... 305. Class 5 — Notes Claims ...................................................................................... 306. Class 6 — General Unsecured Claims ................................................................. 317. Class 7 —Intercompany Claims .......................................................................... 318. Class 8 —Existing Equity Interests ..................................................................... 319. Class 9 —Intercompany Interests ........................................................................ 31CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 690 o of f1 13345iiC. Special Provision Governing Unimpaired Claims ................................................ 32D. Elimination of Vacant Classes .............................................................................. 32E. No Waiver ............................................................................................................. 32F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of theBankruptcy Code .................................................................................................. 33H. Controversy Concerning Impairment ................................................................... 33I. Subordinated Claims ............................................................................................. 33ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33A. General Settlement of Claims and Interests .......................................................... 33B. Restructuring Transactions ................................................................................... 34C. Sources of Consideration for Plan Distributions .................................................. 341. Issuance of the New Money Notes ...................................................................... 342. Equity Issuance .................................................................................................... 363. SSRCF ................................................................................................................. 364. Amended Senior Secured Term Loan .................................................................. 375. Exchange Notes ................................................................................................... 38D. Corporate Action ................................................................................................... 39E. Corporate Existence .............................................................................................. 40F. Vesting of Assets in the Reorganized Debtors ..................................................... 40G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,Certificates, and Other Documents ....................................................................... 41H. Effectuating Documents; Further Transactions .................................................... 41I. Certain Securities Law Matters ............................................................................. 41J. Section 1146(a) Exemption................................................................................... 42K. Employee and Retiree Benefits ............................................................................. 43L. Preservation of Causes of Action .......................................................................... 43ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIREDLEASES ................................................................................................................ 44A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44B. Indemnification Obligations ................................................................................. 46C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46E. Insurance Policies ................................................................................................. 47CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 601 o of f1 13345iiiF. Modifications, Amendments, Supplements, Restatements, or OtherAgreements ........................................................................................................... 48G. Reservation of Rights ............................................................................................ 48H. Nonoccurrence of Effective Date .......................................................................... 48I. Contracts and Leases Entered into after the Petition Date .................................... 49ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49A. Distributions on Account of Claims and Interests Allowed as of theEffective Date ....................................................................................................... 49B. Rights and Powers of Distribution Agent ............................................................. 491. Powers of the Distribution Agent ........................................................................ 492. Expenses Incurred on or after the Confirmation Date ......................................... 49C. Special Rules for Distributions to Holders of Disputed Claims andInterests ................................................................................................................. 50D. Delivery of Distributions ...................................................................................... 501. Compliance Matters ............................................................................................. 502. Foreign Currency Exchange Rate ........................................................................ 513. Undeliverable, and Unclaimed Distributions ....................................................... 514. Surrender of Cancelled Instruments or Securities ............................................... 52E. Claims Paid or Payable by Third Parties .............................................................. 521. Claims Paid by Third Parties ............................................................................... 522. Claims Payable by Insurance Carriers ................................................................. 533. Applicability of Insurance Policies ...................................................................... 53F. Setoffs ................................................................................................................... 53G. Allocation between Principal and Accrued Interest .............................................. 53H. Minimum Distributions ......................................................................................... 54ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54A. Disputed Claims Generally ................................................................................... 54B. Objections to Claims ............................................................................................. 54C. Estimation of Claims............................................................................................. 55D. Disallowance of Claims ........................................................................................ 55E. No Distributions Pending Allowance ................................................................... 55F. Distributions after Allowance ............................................................................... 55G. Claim Resolution Procedures Cumulative ............................................................ 55H. Single Satisfaction of Claims and Interests .......................................................... 56ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 612 o of f1 13345ivA. Discharge of Claims and Termination of Interests ............................................... 56B. Release of Liens .................................................................................................... 56C. Releases by the Debtors ........................................................................................ 57D. Releases by Holders of Claims and Interests ........................................................ 58E. Exculpation ........................................................................................................... 59F. Injunction .............................................................................................................. 60G. Reimbursement or Contribution ........................................................................... 61ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61A. Conditions Precedent to the Effective Date .......................................................... 61B. Waiver of Conditions Precedent ........................................................................... 63ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64A. Modification of Plan ............................................................................................. 64B. Effect of Confirmation on Modifications ............................................................. 64C. Withdrawal of Plan ............................................................................................... 64ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67A. Immediate Binding Effect ..................................................................................... 67B. Additional Documents .......................................................................................... 67C. Payment of Statutory Fees .................................................................................... 67D. Reservation of Rights ............................................................................................ 68E. Successors and Assigns......................................................................................... 68F. Service of Documents ........................................................................................... 68G. Term of Injunctions or Stays................................................................................. 69H. Entire Agreement .................................................................................................. 69I. Plan Supplement ................................................................................................... 69J. Non-Severability ................................................................................................... 69K. Votes Solicited in Good Faith ............................................................................... 70L. Closing of Chapter 11 Cases ................................................................................. 70M. Waiver or Estoppel ............................................................................................... 70N. Creditor Default .................................................................................................... 70O. 2002 Notice Parties ............................................................................................... 71CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 623 o of f1 133451INTRODUCTIONIntrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged planof reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests inthe Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan andnot otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtorsseek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors area proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan doesnot contemplate substantive consolidation of any of the Debtors. Reference is made to theDisclosure Statement for a discussion of the Debtors’ history, business, properties and operations,projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, andcertain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and theclassification of Claims and Interests set forth herein shall apply separately to each of the Debtors.ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READTHE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TOACCEPT OR REJECT THE PLAN.ARTICLE IDEFINED TERMS, RULES OF INTERPRETATION,COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCESA. Defined Terms1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 betweenthe Company (as issuer) and the Eurobond Trustee (as amended, amended and restated orsupplemented from time to time).3. “2025 MTN Issuance Agreement” means a notes program issuance agreementbetween, among others, the Company and Swedbank AB as lead arranger, originally datedFebruary 10, 2012 (in each case, as amended, amended and restated, or supplemented from timeto time).4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025Tranche 2 MTNs; and (c) the 2025 Tranche 3 MTNs.5. “2025 PPN Indenture” means the indenture between, among others, the Company(as issuer) and the PPN Trustee, dated December 13, 2019 (as amended, amended and restated orsupplemented from time to time).6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate mediumterm notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 634 o of f1 1334527. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-termnotes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate mediumterm notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June2018 with ISIN SE0013104080 and pursuant to the 2025 MTN Issuance Agreement.9. “2026 Eurobonds” means Notes issued under the 2026 Eurobonds Indenture.10. “2026 Eurobonds Indenture” means the indenture dated July 31, 2019 between theCompany (as issuer) and the Eurobond Trustee (as amended, amended and restated orsupplemented from time to time).11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notesdue 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notesprogram issuance agreement between, among others, the Company and Swedbank AB as leadarranger, originally dated 10 February 2012 (in each case, as amended, amended and restated orsupplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027Eurobonds Indenture.12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restatedor supplemented from time to time).13. “2028 Eurobonds” means Notes issued under the 2028 Eurobonds Indenture.14. “2028 Eurobonds Indenture” means the indenture dated December 14, 2022between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restatedor supplemented from time to time).15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-UpAgreement.16. “Additional Backstop Provider” means any person who accedes to the BackstopAgreement and Lock-Up Agreement as a Backstop Provider on or after the date of the BackstopAgreement.17. “Additional Consenting Noteholders” means any person which has become aConsenting Noteholder in accordance with the Lock-Up Agreement on or after the effective dateof the Lock-Up Agreement.18. “Additional Participating Lender” means any person which has become aParticipating Lender in accordance with the Lock-Up Agreement on or after the effective date ofthe Lock-Up Agreement.19. “Administrative Claim” means a Claim for costs and expenses of administration ofthe Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 645 o of f1 133453Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or afterthe Petition Date until and including the Effective Date of preserving the Estates and operating theDebtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees andcharges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of theUnited States Code; and (e) the Restructuring Expenses.20. “Administrative Claims Bar Date” means the deadline for Filing requests forpayment of Administrative Claims, which: (a) with respect to Administrative Claims other thanProfessional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect toProfessional Fee Claims, shall be 45 days after the Effective Date.21. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. Withrespect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if theEntity were a Debtor.22. “Agents” means, collectively, the RCF Facility Agent, the agent under the SeniorSecured Term Loan, and the Security Agent.23. “Agents/Trustees” means, collectively, the Agents and the Notes Trustees.24. “Agreed Steps Plan” means the implementation steps for the RestructuringTransactions as agreed in accordance with the Lock-Up Agreement.25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under theBankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than withrespect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proofof Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determineto deem Unimpaired Claims Allowed to the same extent such Claims would be allowed underapplicable non-bankruptcy law.26. “Amended and Restated Senior Secured Term Loan” means the credit facilityamending the Senior Secured Term Loan as provided under the Amended Senior Secured TermLoan Credit Agreement.27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means thedefinitive credit agreement governing the Amended Senior Secured Term Loan, which shall beconsistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.28. “Amended and Restated Senior Secured Term Loan Term Sheet” means theAmended Piraeus Facility Term Sheet attached to the Plan Supplement as Exhibit Q.29. “Ancillary Facility” has the meaning set forth in the Facility Agreement.30. “Ancillary Facility Claim” means a Claim under any Ancillary Facility.31. “Avoidance Actions” means any and all actual or potential avoidance, recovery,subordination, or other claims, actions, or remedies that may be brought by or on behalf of theDebtors or their Estates or other authorized parties in interest under the Bankruptcy Code orCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 656 o of f1 133454applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544,545, and 547 through and including 553 of the Bankruptcy Code, or other similar or related state,federal, or foreign statutes, common law, or other applicable law.32. “Backstop Agreement” means the agreement attached as Exhibit C to the DisclosureStatement, dated on July 10, 2024, setting out the terms of the backstop commitments provided bythe Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may befurther amended, restated, amended and restated, modified or supplemented from time to time inaccordance with the terms thereof).33. “Backstop Fee” means the fee to be provided to the Backstop Providers inaccordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of NewMoney Notes.34. “Backstop Providers” means, collectively, (a) each person identified as such in asignature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time oftheir accession), and (b) each Additional Backstop Provider.35. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.36. “Bankruptcy Court” means the United States Bankruptcy Court for the SouthernDistrict of Texas, Houston Division or such other court having jurisdiction over the Chapter 11Cases.37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure aspromulgated by the United States Supreme Court under section 2075 of title 28 of the United StatesCode, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambersrules of the Bankruptcy Court.38. “Business Day” means any day, other than a Saturday, Sunday, or a “legal holiday,”as defined in Bankruptcy Rule 9006(a).39. “Cash” means the legal tender of the United States of America or the equivalentthereof, including bank deposits and checks.40. “Cause of Action” means any action, claim, cause of action, controversy, demand,right, action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment,account, defense, offset, power, privilege, license, and franchise of any kind or characterwhatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured orunsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date,in contract or in tort, in law or in equity, or pursuant to any other theory of law, whether arisingunder any state or federal law or regulation of the United States of America or of any law orregulation in any other jurisdiction. For the avoidance of doubt, “Cause of Action” includes: (a)any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breachof duties imposed by law or in equity; (b) any claim based on or relating to, or in any mannerCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 667 o of f1 133455arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation ofstate or federal law or breach of any duty imposed by law or in equity, including securities laws,negligence, and gross negligence; (c) the right to object to Claims or Interests; (d) any Claimpursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, includingfraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the BankruptcyCode; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other AvoidanceAction.41. “Certificate” means any instrument evidencing a Claim or Interest.42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, anycase pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Courtand (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 casespending for the Debtors in the Bankruptcy Court.43. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code.44. “Claims and Noticing Agent” means Kroll Restructuring Administration LLC, inits capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of theBankruptcy Court.45. “Claims Register” means the official register of Claims and Interests in the Debtorsmaintained by the Claims and Noticing Agent.46. “Class” means a class of Claims or Interests, as set forth in Article III hereofpursuant to section 1122(a) of the Bankruptcy Code.47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic CaseFiling system.48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuantto Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at whichthe Debtors seek entry of the Combined Order.49. “Combined Order” means the order of the Bankruptcy Court confirming this Planpursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant tosection 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including theBackstop Fee.50. “Company” means Intrum AB (publ), a public limited liability company registeredunder the laws of Sweden with registration number 556607-7581.51. “Confirmation” means entry of the Combined Order on the docket of the Chapter11 Cases.52. “Confirmation Date” means the date on which the Bankruptcy Court enters theCombined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules5003 and 9021.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 678 o of f1 13345653. “Consent Fee Eligible Consenting Eurobond Noteholder” means a ConsentingNoteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party tothe Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as definedin the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breachedthe Lock-Up Agreement prior to, the Effective Date.54. “Consent Fee Eligible Participating Lender” means: (i) each Original ParticipatingLender; and (ii) each Participating Lender (other than an Original Participating Lender) whobecomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in theLock-Up Agreement), and remains a Participating Lender on, and has not materially breached theLock-Up Agreement prior to, the Effective Date.55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditormay be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the contextrequires.56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) anyHolder of Notes Claims which has become an Additional Consenting Noteholder in accordancewith the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in eachcase, it has ceased to be a Consenting Noteholder in accordance with the Lock-Up Agreement.57. “Consummation” means the occurrence of the Effective Date.58. “Core Noteholder Group” means the Notes Ad Hoc Group and each other OriginalConsenting Noteholder identified as a member of the Core Noteholder Group in its signature pageto the Lock-Up Agreement.59. “Covered Entities” has the meaning ascribed to it in Article VIII.E.60. “Covered Matters” has the meaning ascribed to in Article VIII.E.61. “Cure” means the payment of a Claim (unless waived or modified by the applicablecounterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Leaseassumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is notrequired to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.62. “Cure Amount” means as applicable, (i) the payment of Cash by the Debtor, or theDistribution of other property (as the parties may agree or the Bankruptcy Court may order), asnecessary to (a) Cure a monetary default by the Debtor in accordance with the terms of anExecutory Contract or Unexpired Lease and (b) permit the Debtor to assume such ExecutoryContract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the paymentof Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code toReinstate a Claim.63. “Debtor” or “Debtors” has the meaning provided in the preamble of this Plan.64. “Debtor Release” means the releases by the Debtors set forth in Article VIII.Cherein.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 689 o of f1 13345765. “Definitive Documents” means the definitive documents and agreements governingthe Restructuring Transactions (including any related orders, agreements, instruments, schedules,or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, orsupplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and otherdocuments and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the PlanSupplement (and all exhibits and other documents and instruments related thereto and includedtherein); (iv) the Disclosure Statement and the Solicitation Materials; (v) the Combined Order; (vi)the Scheduling Order; (vii) the First Day Pleadings and the First Day Orders; (viii) the TransactionDocuments; (ix) any other document or agreement necessary or advisable to be entered into,adopted, or filed to implement the Restructuring Transactions; and (x) any motion, brief, orpleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (orequivalent, as applicable) in these Chapter 11 Cases, the Swedish Company ReorganisationProcess, or any related proceeding, including any motion, brief, or pleading seeking approval orconfirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subjectto the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as setforth in the Lock-Up Agreement.66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, datedas of October 17, 2024, as may be amended, supplemented, or modified from time to time,including all exhibits and schedules thereto and references therein that relate to the Plan, that isprepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and anyother applicable law.67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is notAllowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, asapplicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwisemade a written request to a Debtor for payment, without any further notice to or action, order, orapproval of the Bankruptcy Court.68. “Distribution” means a distribution made or facilitated by a Distribution Agentpursuant to the Plan.69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entitythe Reorganized Debtors select to make or to facilitate Distributions in accordance with the Plan.70. “Distribution Date” means, except as otherwise set forth herein, the date or datesdetermined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon whichthe Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receiveDistributions under the Plan.71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-UpAgreement.72. “Early Bird Eligible Consenting Eurobond Noteholder” means a ConsentingNoteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party tothe Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee DeadlineCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 790 o of f1 133458and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreementprior to, the Effective Date.73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird EligibleConsenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of theaggregate principal amount of its Locked-Up Debt (as defined in the Lock-Up Agreement)comprising Eurobonds as of the Early Bird Consent Fee Deadline and described in further detailin the Lock-Up Agreement.74. “Effective Date” means the date that is the first Business Day after the ConfirmationDate on which all conditions precedent to the occurrence of the Effective Date set forth in ArticleIX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.75. "Effective Date Failed CP Notice" means a notice delivered after the Long-StopTime by the Majority Core Noteholder Group or the Majority Participating Lenders (in each case,acting reasonably) stating in writing that a condition precedent to the occurrence of the EffectiveDate set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a mannerreasonably acceptable to the party delivering such notice and that they will not waive suchcondition precedent.76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTNHolder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to0.25% of the aggregate principal amount of its Notes Claims in that MTN Issuance.77. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.78. “Estate” means the estate of any Debtor created under sections 301 and 541 of theBankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible ConsentingEurobond Noteholder, a consent fee equal to 0.5% of the aggregate principal amount of its Locked-Up Notes Debt comprising Eurobonds as of the Noteholder Record Date and described in furtherdetail in the Lock-Up Agreement.80. “Eurobond Trustee” means Citibank, N.A., London Branch.81. “Eurobonds” means (a) the 2025 Eurobonds; (b) 2026 Eurobonds; (c) the 2027Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or suchother Entity as may be agreed between the Company, the Majority Participating Lenders and theMajority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Planconsistent with the terms as set forth in the Plan Supplement and the Lock-Up Agreement.83. “Exchange Notes Indenture” means that certain indenture which shall govern theExchange Notes.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 701 o of f1 13345984. “Exculpated Party” means, collectively, and in each case in its capacity as suchand, in each case, to the maximum extent permitted by law, the Debtors.85. “Exculpation” means the exculpation provision set forth in Article VIII.E hereof.86. “Executory Contract” means a contract or lease to which one or more of the Debtorsis a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.87. “Existing Equity Interests” means any issued, unissued, authorized, or outstandingordinary shares or shares of common stock, preferred stock, or other instrument evidencing anownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybasedawards, or contractual rights to purchase or acquire such interests at any time and all rightsarising with respect thereto that existed immediately before the Effective Date.88. “Facility Agreement” means the revolving facility agreement originally dated 6December 2019 between, among others, the Company, Lock TopCo AS, a private limited liabilitycompany (aksjeselskap) registered under the laws of Norway with registration number 913 852508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended andrestated, modified or supplemented from time to time, including by an amendment and restatementdeed dated 7 December 2020, and including all exhibits and other documents and instrumentsrelated thereto).89. “Facility Agreement Amendments Documents” means the SSRCF CreditAgreement and any and all documents (other than the Notes Amendments Documents, the NewMoney Documents and the Restructuring Documents (as defined in the Lock-Up Agreement)except with respect to the Intercreditor Agreement and New Security Documents, which shall, forthe avoidance of doubt, each be a Facility Agreement Amendments Document) required to effectthe amendment of the Facility Agreement in accordance with the Lock-Up Agreement.90. “Facility Agreement Documents” means, collectively, the Facility Agreement andall other agreements, documents, and instruments delivered or entered into in connectiontherewith.91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases withthe Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and NoticingAgent or the Bankruptcy Court.92. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.93. “Final Order” means an order of the Bankruptcy Court or other court of competentjurisdiction with respect to the relevant subject matter that has not been reversed, modified oramended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for newtrial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding fora new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has beentaken or any petition for certiorari that has been or may be Filed has been withdrawn withprejudice, resolved by the highest court to which the order could be appealed or from whichcertiorari could be sought, or the new trial, reargument or rehearing shall have been denied,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 712 o of f1 1334510resulted in no modification of such order or has otherwise been dismissed with prejudice; provided,that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or anyanalogous rule under the Bankruptcy Rules, may be filed with respect to such order will notpreclude such order from being a Final Order.94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use ofCash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuantto Bankruptcy Rule 4001(b) or the Final Order (I) Authorizing Postpetition Use of Cash Collateral,(II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant to BankruptcyRule 4001(b).95. “First Day Orders” means any interim or Final Order of the Bankruptcy Courtgranting the relief requested in the First Day Pleadings (as may be amended, supplemented ormodified from time to time).96. “First Day Pleadings” means all motions, applications, notices or other pleadingsthat the Debtors File or propose to File in connection with the commencement of the Chapter 11Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modifiedfrom time to time), including the proposed First Day Orders.97. “General Unsecured Claim” means any Claim that is not a Secured Claim, otherthan (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) NotesClaims.98. “Governmental Unit” has the meaning set forth in section 101(27) of theBankruptcy Code.99. “HoldCo” means Intrum Investments and Financing AB, a company registeredunder the laws of Sweden with registration number 559481-4906.100. “Holder” means any Entity that is the record or beneficial owner of any Claim orInterest, including any nominees, investment managers, investment advisors, sub-advisors, ormanagers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim orInterest.101. “Holding Period Trust” means a trust to be established on customary terms for afixed period of twelve months following the Effective Date to hold certain Distributions inaccordance with the Lock-Up Agreement.102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claimsor Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.103. “Indemnification Provisions” means each of the Debtors’ indemnificationprovisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, otherformation documents, board resolutions, indemnification agreements, employment agreements,engagement letters, or other contracts, for the current and former directors, officers, managers,employees, attorneys, other professionals, and agents of the Debtors and such current and formerCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 723 o of f1 1334511directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’respective Affiliates.104. “Insurance Policies” means all insurance policies issued or providing coverage atany time to any of the Debtors or any of their predecessors and all agreements, documents, lettersof indemnity, or instruments relating thereto.105. “Insurer” means any company or other entity that has issued or entered into anInsurance Policy, any third-party administrator, and any respective predecessors or affiliatesthereof.106. “Intercompany Claim” means any Claim against a Debtor held by another Debtoror a member of the Intrum Group.107. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.108. “Intercreditor Agreement” means the intercreditor agreement, originally dated June26, 2017 between, amongst others, the Company and the Security Agent (as amended,supplemented, or restated from time to time, including by amendment agreement dated January15, 2020).109. “Interest” means the common stock, preferred stock, limited liability companyinterests, and any other equity, ownership, or profits interests of any Debtor, including, withoutlimitation, options, warrants, rights, or other securities or agreements to acquire the common stock,preferred stock, limited liability company interests, or other equity, ownership, or profits interestsof any Debtor (whether or not arising under or in connection with any employment agreement).110. “Intrum Group” means Intrum AB, its subsidiaries, and the other entities controlledby Intrum AB or its subsidiaries.111. “Law” means any federal, state, local, or foreign law (including common law),statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validlyadopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction(including the Bankruptcy Court).112. “Lender Record Date” has the meaning set forth in the Lock-Up Agreement.113. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.114. “Lock-Up Agreement” means that certain Lock-Up Agreement, a redacted versionof which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and amongthe Company and the Consenting Creditors and the other parties who signed the signature pagesthereto, including all exhibits and attachments thereto, as amended pursuant to an amendment andrestatement agreement dated August 15, 2024, as may be further amended, restated, amended andrestated, modified, or supplemented from time to time in accordance with the terms thereof.115. “Locked-Up Facility Agreements Debt” means, in relation to:CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 734 o of f1 1334512(a) an Original Participating Lender, the amount of RCF Claims held by that ParticipatingLender from time to time, including: (i) the amount of RCF Claims stated in the mostrecent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by thatOriginal Participating Lender to the Information Agent (as defined in the Lock-UpAgreement) in accordance with the Lock-Up Agreement or, if the OriginalParticipating Lender has not delivered a Confidential Annexure (as defined in the Lock-Up Agreement) to the Information Agent (as defined in the Lock-Up Agreement), theamount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of theLUA Amendment and Restatement Agreement to the Lock-Up Agreement, plus (ii)any accrued and unpaid interest (including any default interest) thereon, plus (iii) theprincipal amounts of any other RCF Claims plus any accrued and unpaid interest(including any default interest) transferred to it after the Second Effective Date (asdefined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that becomelocked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not alreadyreflected in Schedule 1 of the LUA Amendment and Restatement Agreement or suchOriginal Participating Lender’s most recent Confidential Annexure (if any); and(b) a Participating Lender other than an Original Participating Lender, the amount of RCFClaims held by that Participating Lender from time to time, including: (i) the amountof RCF Claims stated in the most recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that Participating Lender to the Information Agent (asdefined in the Lock-Up Agreement) in accordance with the Lock-Up Agreement, plus(ii) any accrued and unpaid interest (including any default interest) thereon, plus (iii)the principal amounts of any other RCF Claims plus any accrued and unpaid interest(including any default interest) transferred to it after the date on which it acceded to theLock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-uppursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflectedin such Participating Lender's most recent Confidential Annexure (as defined in theLock-Up Agreement)).116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, theamount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) theamount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accruedand unpaid interest (including any default interest) thereon and the principal amounts of any otherNotes Claims transferred to it after the First Effective Date (as defined in the Lock-Up Agreement),in each case excluding any Notes Claims held by it as a broker-dealer in its capacity as a QualifiedMarket-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims thathave become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent notalready reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to theextent not reduced or transferred by such Consenting Noteholder under and in accordance with theLock-Up Agreement.117. “Long-Stop Time” means (a) 11:59 p.m. (London time) on March 31, 2025, or (b)(i) if a Compromise Process (as defined in the Lock-Up Agreement) has been Launched (as definedin the Lock-Up Agreement) and remains ongoing as at March 31, 2025, 11:59 p.m. (London time)on May 31, 2025 or (ii) otherwise, such later date and time as may be extended in writing (whetherCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 745 o of f1 1334513pursuant to a single extension or multiple extensions) with the agreement of each of the Companyand the Majority Consenting Creditors; provided that such date shall not be extended beyond May31, 2025 without the prior written consent of all Consenting Creditors.118. “LUA Amendment and Restatement Agreement” means the amendment andrestatement agreement to the Lock-Up Agreement dated 15 August 2024 between the Company,the Information Agent (as defined therein), and certain other parties thereto.119. “LUA Compliance Certificate” means a certificate signed by an officer of theCompany and dated not more than 10 days before the Effective Date confirming that the Companyhas continued to comply with each of the restrictions and covenants set out in the Lock-UpAgreement (as they apply to the Company and to the Company’s obligations to procurecompliance by each other member of the Group (as defined in the Lock-Up Agreement) with anysuch restrictions and covenants) in all material respects since the termination of the Lock-UpAgreement or where the Company failed to comply with any such restriction or covenant (or suchobligation to procure) set out in the Lock-Up Agreement in any material respect and where failureto comply was capable of remedy, such failure to comply was remedied within five (5) BusinessDays of the date on which the Company became aware of the failure to comply or the MajorityCore Noteholder Group or the Majority Participating Lenders delivered a notice to the Companyalleging failure to comply, as if the Lock-Up Agreement were still in full force and effect.120. “Majority Consenting Creditors” means: (a) the Majority Consenting Noteholdersand (b) the Majority Participating Lenders.121. “Majority Consenting Noteholders” means Consenting Noteholders whoseLocked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debtheld by all Consenting Noteholders at the relevant time.122. “Majority Core Noteholder Group” means one or more members of the CoreNoteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents morethan 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core NoteholderGroup at the relevant time.123. “Majority Participating Lenders” means the Participating Lenders whose Locked-Up Facility Agreements Debt represents at least 66⅔% by value of the aggregate Locked-UpFacility Agreement Debt of all Participating Lenders, at the relevant time.124. “MTN Agent” means Nordic Trustee & Agency AB (publ).125. “MTN Terms and Conditions” means the terms and conditions governing eachMTN Issuance including, for the avoidance of doubt, any final terms.126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and eachof the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individuallyas an “MTN Issuance”.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 756 o of f1 1334514127. “New Money Documents” means any and all documents (other than the FacilityAgreement Amendments Documents, the Notes Amendments Documents, and the RestructuringDocuments) required to effect the issuance of the New Money Notes in accordance with, and interms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the RestructuringImplementation Deed, which the Debtors and the Consenting Creditors anticipate will include,without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes PurchaseAgreement; and (c) the escrow agreement relating to the New Money Notes.128. “New Money Notes” means the notes to be issued under and governed by the NewMoney Notes Indenture.129. “New Money Notes Indenture” means the indenture to be entered into relating tothe New Money Notes between, among others, the issuer of the New Money Notes, the guarantorsparty thereto, the trustee and the security agent thereto.130. “New Money Notes Purchase Agreement” means the note purchase agreement tobe entered into between, among others, the issuer of the New Money Notes, the guarantors partythereto and each purchaser of New Money Notes party thereto.131. “New Security Documents” means each document governing security to be grantedin accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the ExchangeNotes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, theRestructuring Implementation Deed, and the Agreed Steps Plan.132. “Nominee” means, with respect to each Consenting Creditor and, for the purposesof the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as definedin the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other relatedperson approved by the Company (acting reasonably and in good faith) to receive any of itsentitlements or rights and obligations pursuant to the Restructuring Transactions to the fullestextent permitted by applicable law; provided that each such Consenting Creditor (or BackstopProvider, as the case may be) still remains and shall remain liable and responsible for theperformance of all obligations assumed by any such person on its behalf and non-performance byany such person of any obligations of a Consenting Creditor shall not relieve such ConsentingCreditor from its obligations under the Lock-Up Agreement.133. “Noteholder Ordinary Shares” means new equity to be issued by the Company,being, as of the Effective Date, 10% of the ordinary shares in the capital of the Company on a fullydiluted basis, on the terms set out more fully in the Lock-Up Agreement, the. RestructuringImplementation Deed, and the Agreed Steps Plan.134. “Noteholder Record Date” means such date and time as shall be agreed betweenthe Company and the Majority Core Noteholder Group (each using their reasonable endeavors toensure the date and time is agreed not less than ten (10) Business Days prior to such date and time).135. “Notes” means: (a) the Eurobonds and (b) the MTNs, in each case which remainoutstanding as of the Petition Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 767 o of f1 1334515136. “Notes Ad Hoc Group” has the meaning set forth in the Lock-Up Agreement.137. “Notes Ad Hoc Group Advisors” means the Notes Ad Hoc Group Counsel and theNotes Ad Hoc Group Financial Advisors.138. “Notes Ad Hoc Group Counsel” means Latham & Watkins LLP and Latham &Watkins (London) LLP, and Advokatfirmaet Schjødt AS, filial or any of their respective affiliates,local bankruptcy counsel to the Notes Ad Hoc Group, other local counsel or conflicts counselretained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legalcounsel to the Notes Ad Hoc Group.139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited orany successor financial advisor to the Notes Ad Hoc Group.140. “Notes Amendments Documents” means any and all documents, agreements andinstruments (other than the Facility Agreement Amendments Documents and the New MoneyDocuments), including the Exchange Notes Indenture, required to propose, implement andconsummate the exchange of the Notes in accordance with the Lock-Up Agreement, the AgreedSteps Plan, and the Restructuring Implementation Deed.141. “Notes Claims” means Claims on account of the Notes.2142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTNAgent (if any).143. “Original Consenting Noteholders” means each Noteholder (as defined in theLock-Up Agreement) identified in the signature pages to the Lock-Up Agreement.144. “Original Participating Lender” has the meaning ascribed to such term in the Lock-Up Agreement.145. “Other Priority Claim” means any Claim other than an Administrative Claim or aPriority Tax Claim entitled to priority in right of payment under section 507(a) of the BankruptcyCode.146. “Other Secured Claim” means any Secured Claim against the Debtors other thanthe RCF Claims and the Senior Secured Term Loan Claims.147. “Participating Eurobond Holder” means a Holder of Participating Eurobonds.148. “Participating Eurobonds” means the outstanding Eurobonds.149. “Participating Lender” means the Original Participating Lenders and theAdditional Participating Lenders.2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 778 o of f1 1334516150. “Participating MTN Holder” means a Holder of Participating MTNs.151. “Participating MTNs” means the outstanding 2025 MTNs and 2026 MTNs.152. “Participating Notes Claim” means Claims held by Participating Eurobond Holdersand Participating MTN Holders.153. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.154. “Petition Date” means the date on which the Debtors commence the Chapter 11Cases.155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplementedfrom time to time in accordance with the terms hereof, including the Plan Supplement and allexhibits, supplements, appendices, and schedules.156. “Plan Supplement” means any supplemental appendix to the Plan, containingcertain documents and forms of documents, schedules, and exhibits relevant to the implementationof the Plan, as may be amended, modified or supplemented from time to time in accordance withthe terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, theBankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with theBankruptcy Court at least seven (7) days prior to the deadline to object to Confirmation.157. “PPN Trustee” means Citibank, N.A., London Branch.158. “PPNs” means the Notes issued pursuant to the 2025 PPN Indenture.159. “Prepetition Finance Documents” means the 2025 PPN Indenture, the FacilityAgreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 EurobondIndenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kindspecified in section 507(a)(8) of the Bankruptcy Code.161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claimor an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims orAllowed Interests in that Class.162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant toa Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to becompensated for services rendered prior to or on the Effective Date pursuant to sections 327, 328,329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement hasbeen Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.163. “Professional Fee Amount” means the aggregate amount of Professional FeeClaims and other unpaid fees and expenses the Professionals estimate they have incurred or willincur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimatesProfessionals shall deliver to the Debtors as set forth in Article II.B of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 789 o of f1 1334517164. “Professional Fee Claim” means any Administrative Claim for the compensationof Professionals and the reimbursement of expenses incurred by such Professionals through andincluding the Confirmation Date to the extent such fees and expenses have not been paid pursuantto an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by aFinal Order any amount of a Professional’s requested fees and expenses, then the amount by whichsuch fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.165. “Professional Fee Escrow Account” means an account funded by the Debtors withCash on the Effective Date in an amount equal to the Professional Fee Amount.166. “Proof of Claim” means a proof of Claim against any of the Debtors Filed in theChapter 11 Cases.167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, orarising under the Facility Agreement or the Facility Agreement Documents including, for theavoidance of doubt, all Ancillary Facility Claims.3168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date inaccordance with the Lock-Up Agreement and occurrence of the Effective Date.169. “RCF Facility Agent” means the “Facility Agent” from time to time under, and asdefined in, the Facility Agreement.170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCFFacility Agent including, but not limited to, in connection with the negotiation and implementationof the Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan,including, but not limited to, any local counsel or conflicts counsel retained by the RCF FacilityAgent in each applicable jurisdiction.171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone1 Date (under, and as defined in, the Lock-Up Agreement) payable in accordance with the Lock-Up Agreement.172. “RCF Lock-Up Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Datepayable in accordance with the Lock-Up Agreement and subject to the occurrence of the EffectiveDate.173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims andInterests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124of the Bankruptcy Code.3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 890 o of f1 1334518175. “Rejected Executory Contract and Unexpired Lease List” means the list, asdetermined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts andUnexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which listshall be included in the Plan Supplement.176. “Related Party” means, each of, and in each case in its capacity as such, currentand former directors, managers, officers, control persons, investment committee members,members of any governing body, equity holders (regardless of whether such interests are helddirectly or indirectly), interest holders, affiliated investment funds or investment vehicles,managed accounts, or funds (including any beneficial holder for the account of whom such fundsare managed), predecessors, participants, successors, assigns, subsidiaries, partners, limitedpartners, general partners, principals, members, employees, agents, advisory board members,financial advisors, attorneys, accountants, investment bankers, consultants, representatives, andother professionals and advisors (including any attorneys or professionals retained by any currentor former director or manager of a Debtor in his or her capacity as director or manager as a Debtor),each in their capacity as such.177. “Released Party” means, collectively, and in each case in its capacity as such: (a)each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of theCore Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc groupand its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than GeneralUnsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders ofInterests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entityin clause (a) through the following clause (k); and (k) each Related Party (other than Holders ofInterests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entityin clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a ReleasedParty if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordancewith the Solicitation Materials provided to such party and the Scheduling Order; or (y) timelyobjects to the releases contained in Article VIII hereof and such objection is not resolved beforeConfirmation; provided, further, that for the avoidance of doubt, any opt-out election made by aConsenting Creditor shall be void ab initio.178. “Releasing Parties” means, collectively, and in each case in its capacity as such:(a) each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member ofthe Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad HocGroup and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claimsother than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (otherthan Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity assuch) of each Entity in clause (a) through the following clause (k); and (k) each Related Party(other than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacityas such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entityshall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in ArticleVIII hereof in accordance with the Solicitation Materials provided to such party and the SchedulingOrder; or (y) timely objects to the releases contained in Article VIII hereof and such objection isnot resolved before Confirmation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 801 o of f1 1334519179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, bymerger, amalgamation, consolidation, or otherwise, on and after the Effective Date.180. “Restructuring Expenses” means all reasonably incurred, documented and invoicedand outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc GroupAdvisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, andthe SteerCo Advisors accrued since the inception of their respective engagements (whetherinvoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCFSteerCo Group and in the case of the RCF Facility Agent Counsel and the Security Agent Counsel,via the RCF Facility Agent or the Security Agent (respectively)).181. “Restructuring Implementation Deed” means the implementation deed setting outthe steps to implement the Plan as agreed to by the Majority Core Noteholder Group and theMajority Participating Lenders in accordance with the Lock-Up Agreement.182. “Restructuring Transactions” means the mergers, amalgamations, consolidations,arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,formations, dissolutions or other corporate transactions described in, approved by, contemplatedby, or undertaken to implement the Plan, including those transactions described in Article IV.B.183. “Rights Offering” means the rights offering of the New Money Notes on the termsand conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. TheRights Offering will be backstopped by the Backstop Providers on the terms set forth in theBackstop Agreement.184. “Rights Offering Documents” means collectively the Backstop Agreement and anyand all other agreements, documents, and instruments delivered or entered into in connection withthe Rights Offering, including the Rights Offering Procedures.185. “Rights Offering Procedures” means those certain rights offering procedures withrespect to the Rights Offering, which rights offering procedures shall be set forth in the RightsOffering Documents.186. “Schedule of Retained Causes of Action” means the schedule of Causes of Actionof the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same maybe amended, modified, or supplemented from time to time, which shall be included in the PlanSupplement.187. “Scheduling Order” means the order of the Bankruptcy Court setting the CombinedHearing and approving the solicitation procedures with respect to the Solicitation Materials.188. “Secured Claim” means a Claim: (a) secured by a Lien on property in which any ofthe Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicableLaw or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuantto section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in theDebtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, asdetermined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuantCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 812 o of f1 1334520to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance ofdoubt, the RCF Claims and Senior Secured Term Loan Claims shall be Secured Claims.189. “Securities Act” means the U.S. Securities Act of 1933, as amended.190. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.191. “Security Agent” means the “Security Agent” from time to time under, and asdefined in, the Intercreditor Agreement.192. “Security Agent Counsel” means the legal counsel engaged by the Security Agentincluding, but not limited to, in connection with the negotiation and implementation of theRestructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan includingbut not limited to, any local counsel or conflicts counsel retained by the Security Agent in eachapplicable jurisdiction.193. “Senior Secured Term Loan” means the €100 million term loan facility madeavailable to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facilityagreement dated 10 November 2023.194. “Senior Secured Term Loan Consent Letter” means the consent request letterrelating to the Senior Term Loan Agreement dated December 9, 2024, between the Company andthe Senior Secured Term Loan Lender.195. “Senior Secured Term Loan Facility Agent” means Piraeus Bank S.A.196. “Senior Secured Term Loan Claims” means claims related to the Senior SecuredTerm Loan.197. “Senior Secured Term Loan Lender” means a “Lender” under, and as defined in,the Senior Secured Term Loan.198. “Senior Secured Term Loan Lender Counsel” means Allen Overy ShearmanSterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in eachcase acting in their capacity as legal counsel to the Senior Secured Term Loan Facility Agent.199. “Simple Majority MTN Consent Fee” means, in respect of a Participating MTNHolder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% ofthe aggregate principal amount of its Notes in that MTN Issuance.200. “Solicitation Materials” means any materials used in connection with solicitationof votes on the Plan, including the Disclosure Statement, and any procedures established by theBankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-PartyRelease.201. “SSRCF” means the credit facility provided for under the SSRCF CreditAgreement.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 823 o of f1 1334521202. “SSRCF Credit Agreement” means the definitive credit agreement governing theSSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around theEffective Date.203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo FinancialAdvisors.204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associatedfirms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained bythe RCF SteerCo Group, in each case acting in their capacity as advisor to the RCF SteerCo Group.205. “SteerCo Financial Advisors” means N.M. Rothschild & Sons Limited and Alvarez& Marsal Nordics AB.206. “Subscription Rights” means the rights provided to eligible record Holders of NotesClaims consistent with the Lock-Up Agreement and the Rights Offering Documents to participatein the Rights Offering.207. “Swedish Company Reorganisation Process” means a Swedish companyreorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish CompanyReorganisation Act (Sw. lag (2022:964) om företagsrekonstruktion).208. “Swedish Court” means the District Court of Stockholm (Sw. Stockholms tingsrätt)(or any relevant court of appeal), contemplated to confirm the Swedish Reorganisation Plan.209. “Swedish RP Certificate” means a certificate signed by an officer of the Companyand issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a requestfor plan negotiations (including the Swedish Reorganisation Plan) in the Swedish CompanyReorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditorshave approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisitemajorities required for the confirmation of the Swedish Reorganisation Process; and (d) there areno events or circumstances (including but not limited to actual or potential appeals) existing whichwould or could reasonably prevent the Swedish Reorganisation Plan from being approved by thecourt by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of theBankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring EffectiveDate (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) theSwedish Reorganisation Process; (4) no event or circumstance has occurred which would or couldreasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) frombeing implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in theLock-Up Agreement) has not occurred, and the Company does not reasonably believe any suchMaterial Adverse Effect will occur before September 30, 2025.210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with theSwedish Court, to be approved by affected parties (or a sufficient majority of classes), andultimately confirmed by the Swedish Court as part of the Swedish Company ReorganisationProcess.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 834 o of f1 1334522211. “Swedish Reorganisation Plan Confirmation” means the decision by the SwedishCourt confirming the Swedish Reorganisation Plan, which confirmation shall be final and binding(Sw. lagakraftvunnen).212. “Third-Party Release” means the releases by Holders of Claims and Interests setforth in Article VIII.D herein.213. “Transaction Documents” means: (i) the Intercreditor Agreement, as amended,restated, or replaced; (ii) the Facility Agreement Amendments Documents; (iii) the NotesAmendments Documents; (iv) the New Money Documents; (v) the Exchange Notes Indenture;(vi) the Amended Senior Secured Term Loan Credit Agreement; (vii) the Agreed Steps Plan; (viii)the Restructuring Implementation Deed; (ix) the Rights Offering Documents; and (x) alldocuments required to effectuate the Noteholder Ordinary Share issuance.214. “Unexpired Lease” means a lease of nonresidential real property to which one ormore of the Debtors is a party that is subject to assumption or rejection under section 365 of theBankruptcy Code.215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within themeaning of section 1124 of the Bankruptcy Code.216. “U.S. Trustee” means the Office of the United States Trustee for the SouthernDistrict of Texas.B. Rules of Interpretation; Computation of TimeFor purposes of the Plan: (a) in the appropriate context, each term, whether stated in thesingular or the plural, shall include both the singular and the plural, and pronouns stated in themasculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;(b) unless otherwise specified, any reference herein to a contract, lease, instrument, release,indenture, or other agreement or document being in a particular form or on particular terms andconditions means that such document shall be substantially in such form or substantially on suchterms and conditions; (c) unless otherwise specified, any reference herein to an existing document,schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or maybe amended, modified, or supplemented; (d) unless otherwise specified, where a document oragreement referred to in this Plan is terminated on or before the Effective Date, a reference to suchdocument or agreement shall be a reference to the document or agreement as it stood immediatelyprior to its termination; (e) unless otherwise specified, all references herein to “Articles” and“Sections” are references to Articles and Sections, respectively, hereof or hereto; (f) the words“herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portionof the Plan; (g) captions and headings to Articles and Sections are inserted for convenience ofreference only and are not intended to be a part of or to affect the interpretation of the Plan; (h)unless otherwise specified herein, the rules of construction set forth in section 102 of theBankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwisedefined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaningassigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) referencesto docket numbers of documents Filed in the Chapter 11 Cases are references to the docketCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 845 o of f1 1334523numbers under the Bankruptcy Court’s CM/ECF system; (k) all references to statutes, regulations,orders, rules of courts, and the like shall mean as amended from time to time, and as applicable tothe Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions maybe interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent withthe overall purpose and intent of the Plan all without further notice to or action, order, or approvalof the Bankruptcy Court or any other Entity; provided, however, that no effectuating provisionshall be immaterial or deemed immaterial if it has any substantive legal or economic effect on anyparty.Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a)shall apply in computing any period of time prescribed or allowed herein. If the date on which atransaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, thensuch transaction shall instead occur on the next succeeding Business Day.C. Governing LawUnless a rule of law or procedure is supplied by federal law (including the BankruptcyCode and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of NewYork, without giving effect to the principles of conflict of laws, shall govern the rights, obligations,construction, and implementation of the Plan, any agreements, documents, instruments, orcontracts executed or entered into in connection with the Plan (except as with respect to thedocuments entered into to effect the Swedish Company Reorganisation Process, in which caseSwedish law shall control, or as otherwise set forth in those agreements, in which case thegoverning law of such agreement shall control); provided, however, that corporate governancematters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by thelaws of the jurisdiction of incorporation or formation of the relevant Debtor or ReorganizedDebtor, as applicable.D. Reference to Monetary FiguresAll references in the Plan to monetary figures refer to currency of the United States ofAmerica, unless otherwise expressly provided.E. Reference to the Debtors or the Reorganized DebtorsExcept as otherwise specifically provided in the Plan to the contrary, references in the Planto the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors tothe extent the context requires.F. Consent and Consultation RightsNotwithstanding anything in this Plan, the Disclosure Statement, or the Combined Orderto the contrary, any and all consent, consultation, and approval rights of the parties to the Lock-Up Agreement and/or Restructuring Implementation Deed set forth therein with respect to the formand substance of this Plan, any Definitive Document, any Transaction Document, all exhibits tothe Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect tothe implementation of the Plan and the Restructuring Transactions, including any amendments,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 856 o of f1 1334524restatements, supplements, or other modifications to such agreements and documents, and anyconsents, waivers, or other deviations under or from any such documents, shall be incorporatedherein by this reference (including with respect to the applicable definitions in Article I.A) and befully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred toin the immediately preceding sentence as such rights relate to any document referenced in theLock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impairsuch rights and obligations. In case of a conflict between the consent rights of the parties to theLock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-UpAgreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consentrights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or theCombined Order, the consent rights in the Lock-Up Agreement and/or RestructuringImplementation Deed shall control.G. Controlling DocumentIn the event of an inconsistency between the Plan and the Disclosure Statement, the termsof the Plan shall control in all respects. In the event of an inconsistency between the Plan and thePlan Supplement, the terms of the relevant document in the Plan Supplement shall control (unlessstated otherwise in such Plan Supplement document or the Combined Order). In the event of anyinconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,and the Combined Order, the Combined Order shall control.ARTICLE IIADMINISTRATIVE AND PRIORITY CLAIMSIn accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims,Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excludedfrom the Classes of Claims set forth in Article III of the Plan.A. Administrative ClaimsExcept with respect to Administrative Claims that are Professional Fee Claims or BackstopFees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and theDebtors or the Reorganized Debtors, as applicable, each Holder of an Allowed AdministrativeClaim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuantto section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and finalsatisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of suchAllowed Administrative Claim in accordance with the following: (a) if an Administrative Claimis Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonablypracticable thereafter (or, if not then due, when such Allowed Administrative Claim is due or assoon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as ofthe Effective Date, no later than 30 days after the date on which an order Allowing suchAdministrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c)if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinarycourse of their business after the Petition Date in accordance with the terms and conditions of theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 867 o of f1 1334525particular transaction giving rise to such Allowed Administrative Claim without any further actionby the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms asmay be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or(e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.Except as otherwise provided in this Article II.A of the Plan, and except with respect toAdministrative Claims that are Professional Fee Claims or Backstop Fees requests for payment ofAdministrative Claims must be Filed with the Bankruptcy Court and served on the Debtorspursuant to the procedures specified in the Combined Order and the notice of entry of theCombined Order no later than the Administrative Claims Bar Date. Holders of AdministrativeClaims that are required to, but do not, File and serve a request for payment of such AdministrativeClaims by such date shall be forever barred, estopped, and enjoined from asserting suchAdministrative Claims against the Debtors, the Reorganized Debtors, or their property and suchAdministrative Claims shall be deemed discharged as of the Effective Date. Objections to suchrequests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and therequesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, norequest for payment of an Administrative Claim need be Filed with the Bankruptcy Court withrespect to an Administrative Claim previously Allowed.The Backstop Fee will be set off in full on the Effective Date against the Purchase Price(as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the NewMoney Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid inCash to each Backstop Provider in accordance with the Backstop Agreement.B. Professional Fee Claims1. Professional Fee ClaimsAll applications for final allowance of Professional Fee Claims must be Filed and servedon the Reorganized Debtors and such other Entities who are designated in the Combined Order nolater than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to theProfessionals shall be paid in Cash to such Professionals from funds held in the Professional FeeEscrow Account after such Claims are Allowed by a Final Order. After all Allowed ProfessionalFee Claims have been paid in full, any excess amounts remaining in the Professional Fee EscrowAccount shall be returned to the Reorganized Debtors. To the extent that the funds held in theProfessional Fee Escrow Account are unable to satisfy the amount of Allowed Professional FeeClaims owed to the Professionals, the Reorganized Debtors shall pay such amounts within ten (10)Business Days of entry of the order approving such Professional Fee Claims.Objections to any Professional Fee Claim must be Filed and served on the ReorganizedDebtors and the requesting Professional by no later than thirty (30) days after the Filing of theapplicable final application for payment of the Professional Fee Claim. Each Holder of an AllowedProfessional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including fromthe Professional Fee Escrow Account, within five (5) Business Days after entry of the orderapproving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingleany funds contained in the Professional Fee Escrow Account and shall use such funds to pay onlythe Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 878 o of f1 1334526Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional FeeEscrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or beconstrued as a cap or limitation on the amount of Professional Fee Claims due and payable by theDebtors or the Reorganized Debtors.2. Professional Fee Escrow AccountOn the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shallestablish and fund the Professional Fee Escrow Account with Cash equal to the Professional FeeAmount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefitof the Professionals. Such funds shall not be considered property of the Estates of the Debtors orthe Reorganized Debtors.3. Professional Fee Escrow AmountTo receive payment for unbilled fees and expenses incurred through the Effective Date, theProfessionals shall estimate in good faith their Professional Fee Claims (taking into account anyretainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors atleast three (3) calendar days prior to the Confirmation Date. If a Professional does not providesuch estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of suchProfessional; provided that such estimate shall not be considered an admission or limitation withrespect to the fees and expenses of such Professional. The total amount so estimated as of theEffective Date shall comprise the Professional Fee Amount.4. Post-Confirmation Date Fees and ExpensesUpon the Confirmation Date, any requirement that Professionals comply with sections 327through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for servicesrendered after such date shall terminate. Each Reorganized Debtor may employ and pay any post-Effective Date fees and expenses of any professional, including any Professional, in the ordinarycourse of business without any further notice to or action, order, or approval of the BankruptcyCourt, including with respect to any transaction, reorganization, or success fees payable by virtueof Consummation of this Plan.C. Priority Tax ClaimsExcept to the extent that a Holder of an Allowed Priority Tax Claim agrees to a lessfavorable treatment, in full and final satisfaction, settlement, release, and discharge of and inexchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claimshall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the BankruptcyCode and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive intereston such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and1129(a)(9)(C) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 889 o of f1 1334527D. Restructuring ExpensesThe Restructuring Expenses incurred, or estimated to be incurred, up to and including theEffective Date (or, with respect to necessary post-Effective Date activities, after the EffectiveDate), shall be paid in full in Cash on the Effective Date (to the extent not previously paid duringthe course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-UpAgreement and the Restructuring Implementation Deed, without any requirement (i) to File a feeapplication with the Bankruptcy Court, (ii) for Bankruptcy Court review or approval, and/or (iii)submission to any party of itemized time detail. All Restructuring Expenses to be paid on theEffective Date shall be estimated prior to and as of the Effective Date and such estimates shall bedelivered to the Debtors at least three (3) Business Days before the anticipated Effective Date;provided, however, that such estimates shall not be considered an admission or limitation withrespect to such Restructuring Expenses. From and after the Petition Date, the Debtors and theReorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-UpAgreement, the Restructuring Implementation Deed, and otherwise in the ordinary course theRestructuring Expenses whether incurred before, on, or after the Effective Date. On or prior tothe Effective Date, or as soon as practicable thereafter, final invoices for all RestructuringExpenses incurred prior to and unpaid as of the Effective Date shall be submitted to the Debtorsand shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10) Business Daysof receipt of the applicable final invoice.Notwithstanding the foregoing, if the Debtors or the Reorganized Debtors, as applicable,dispute the reasonableness of any such estimate or invoice, the Debtors or the ReorganizedDebtors, as applicable, shall submit an objection to such applicable Professional within two (2)Business Days of receipt thereof. Any undisputed portion of such invoice shall be paid inaccordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shallnot be paid until the dispute is resolved.ARTICLE IIICLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTSA. Classification of Claims and InterestsExcept for the Claims addressed in Article II of the Plan, all Claims and Interests areclassified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code.A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interestqualifies within the description of that Class and is classified in other Classes to the extent that anyportion of the Claim or Interest qualifies within the description of such other Classes. A Claim oran Interest also is classified in a particular Class for the purpose of receiving Distributions underthe Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Classand has not been paid, released, or otherwise satisfied prior to the Effective Date.Subject to Article III.F of the Plan, the following chart represents the classification ofcertain Claims against and Interests in each Debtor pursuant to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 990 o of f1 1334528Class Claim/Interest Status Voting Rights1. Other Secured Claims Unimpaired Presumed to Accept2. Other Priority Claims Unimpaired Presumed to Accept3. RCF Claims Impaired Entitled to Vote4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept5. Notes Claims Impaired Entitled to Vote6. General Unsecured Claims Unimpaired Presumed to Accept7. Intercompany Claims Unimpaired /ImpairedPresumed to Accept/ Deemed to Reject8. Existing Equity Interests Unimpaired Presumed to Accept9. Intercompany Interests Unimpaired /ImpairedPresumed to Accept/ Deemed to RejectB. Treatment of Classes of Claims and InterestsEach Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive underthe Plan the treatment described below in full and final satisfaction, settlement, release, anddischarge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to theextent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable,and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwiseindicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive suchtreatment on the Effective Date or as soon as reasonably practicable thereafter.1. Class 1 — Other Secured Claims(a) Classification: Class 1 consists of any Other Secured Claims against anyDebtor.(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,at the option of the applicable Debtor or Reorganized Debtor, with theconsent of the Majority Participating Lenders and the Majority CoreNoteholder Group (not to be unreasonably withheld), either:(i) payment in full in Cash of its Allowed Other Secured Claim;(ii) the collateral securing its Allowed Other Secured Claim;(iii) Reinstatement of its Allowed Other Secured Claim; or(iv) such other treatment rendering its Allowed Other Secured ClaimUnimpaired in accordance with section 1124 of the BankruptcyCode.(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed OtherSecured Claims are conclusively presumed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 901 o of f1 13345292. Class 2 — Other Priority Claims(a) Classification: Class 2 consists of any Other Priority Claims against anyDebtor.(b) Treatment: Each Holder of an Allowed Other Priority Claim shall either (i)receive Cash in an amount equal to such Allowed Other Priority Claim or(ii) be Reinstated.(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Allowed OtherPriority Claims are conclusively presumed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code.3. Class 3 — RCF Claims(a) Allowance: On the Effective Date, the RCF Claims shall be Allowed,without setoff, subordination, defense, or counterclaim, in the aggregateprincipal amount outstanding as of the Petition Date plus accrued andunpaid interest on such principal amount and any other premiums, fees,costs, or other amounts due and owing pursuant to the applicable FacilityAgreement Documents governing the RCF.(b) Classification: Class 3 consists of all RCF Claims.(c) Treatment: In full and final satisfaction, settlement, release, and dischargeof each Allowed RCF Claim, on the Effective Date, each Holder of suchAllowed RCF Claim shall receive its pro rata share of the SSRCF; providedthat notwithstanding the foregoing, all Ancillary Facility Claims shall beReinstated and each Ancillary Facility shall continue in accordance with itsterms and constitute an ancillary facility under the SSRCF in accordancewith the terms of the SSRCF Credit Agreement. For the avoidance of doubt,each Holder of an Ancillary Facility Claim shall retain its rights and claimsunder the applicable Ancillary Facility. In addition, each Holder of anAllowed RCF Claim shall also receive Cash in an amount equal to allaccrued and unpaid interest and all other premiums, fees, costs, or otheramounts due and owing pursuant to, and in accordance with, the applicableFacility Agreement Documents, and all other premiums, fees, costs, or otheramounts otherwise due and owing pursuant to, and in accordance with theapplicable Facility Agreement Documents shall have been paid, regardlessof when accrued and payable.4(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims areentitled to vote to accept or reject the Plan.4 For the avoidance of doubt, the payment of all other premiums, fees, costs, or other amounts otherwise dueand owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall includeany amounts due to any agent under any such Facility Agreement Documents.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 912 o of f1 13345304. Class 4 — Senior Secured Term Loan Claims(a) Classification: Class 4 consists of all Senior Secured Term Loan Claimsagainst the Debtors.(b) Treatment: At the option of the Debtors or the Reorganized Debtors, eachHolder will receive (i) payment in full in Cash, or (ii) such Holder willreceive such other treatment so as to render its Allowed Senior SecuredTerm Loan Claim Unimpaired pursuant to section 1124 of the BankruptcyCode.(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior SecuredTerm Loan Claims are conclusively deemed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.5. Class 5 — Notes Claims(a) Allowance: On the Effective Date, the Notes Claims shall be Allowed,without setoff, subordination, defense, or counterclaim, in the aggregateprincipal amount outstanding as of the Petition Date plus accrued andunpaid interest on such principal amount and any other premiums, fees,costs, or other amounts due and owing pursuant to the applicable PrepetitionFinance Documents governing the Notes.(b) Classification: Class 5 consists of all Notes Claims including theParticipating Notes Claims.(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its prorata share of the Exchange Notes (provided that Holders of an AllowedNotes Claim denominated in SEK shall receive Exchange Notesdenominated in SEK and Holders of an Allowed Notes Claim denominatedin Euro shall receive Exchange Notes denominated in Euro); and (ii) its prorata share of the Noteholder Ordinary Shares. Holders of Allowed NotesClaims will also receive their pro rata share of the Subscription Rights inaccordance with the Lock-Up Agreement and the Rights OfferingDocuments. On the Effective Date, each Holder of an Allowed Notes Claimshall also receive Cash in an amount equal to (i) all accrued and unpaidinterest on the principal amount of such Allowed Notes Claim and (ii) allother premiums, fees, costs, or other amounts due and owing pursuant tothe applicable Prepetition Finance Documents governing the Notes withrespect to such Notes Claim. In each case, pro rata calculations shall be inaccordance with the definition of the term “Pro Rata Share” in the Lock-UpAgreement.(d) Voting: Class 5 is Impaired under the Plan and the Holders of AllowedNotes Claims are entitled to vote to accept or reject the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 923 o of f1 13345316. Class 6 — General Unsecured Claims(a) Classification: Class 6 consists of all General Unsecured Claims(b) Treatment: Each Holder of an Allowed General Unsecured Claim shallreceive either: (i) Reinstatement of such Allowed General UnsecuredClaim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) thedate due in the ordinary course of business in accordance with the terms andconditions of the particular transaction giving rise to such Allowed GeneralUnsecured Claim.(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed GeneralUnsecured Claims are conclusively deemed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.7. Class 7 —Intercompany Claims(a) Classification: Class 7 consists of all Intercompany Claims.(b) Treatment: All Intercompany Claims will be adjusted, Reinstated,contributed, set off, settled, cancelled and released, or discharged asdetermined by the Debtors or the Reorganized Debtors, as applicable, intheir sole discretion, in accordance with the Lock-Up Agreement, AgreedSteps Plan and Restructuring Implementation Deed or may be compromisedpursuant to the Swedish Reorganisation Plan.(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuantto section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant tosection 1126(g) of the Bankruptcy Code. Holders of Intercompany Claimsare not entitled to vote to accept or reject the Plan.8. Class 8 —Existing Equity Interests(a) Classification: Class 8 consists of all Existing Equity Interests.(b) Treatment: Each Holder of an Existing Equity Interest shall have itsExisting Equity Interest Reinstated.(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing EquityInterests are conclusively deemed to have accepted the Plan pursuant tosection 1126(f) of the Bankruptcy Code. Therefore, such Holders are notentitled to vote to accept or reject the Plan.9. Class 9 —Intercompany Interests(a) Classification: Class 9 consists of all Intercompany Interests.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 934 o of f1 1334532(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,contributed, set off, settled, cancelled and released, or discharged asdetermined by the Debtors or the Reorganized Debtors, as applicable, intheir sole discretion, in accordance with the Agreed Steps Plan.(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuantto section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant tosection 1126(g) of the Bankruptcy Code. Holders of Intercompany Interestsare not entitled to vote to accept or reject the Plan.C. Special Provision Governing Unimpaired ClaimsExcept as otherwise provided in the Plan or the Lock-Up Agreement, nothing under thePlan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, asapplicable, in respect of any Unimpaired Claims, including all rights in respect of legal andequitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, exceptas otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver orrelinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defensethat the Debtors had immediately prior to the Petition Date, against or with respect to any Claimthat is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by thePlan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have,retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, andother legal or equitable defenses that the Debtors had immediately prior to the Petition Date fullyas if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal andequitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired bythis Plan may be asserted after the Confirmation Date and the Effective Date to the same extent asif the Chapter 11 Cases had not been commenced.D. Elimination of Vacant ClassesAny Class of Claims or Interests that, as of the commencement of the Combined Hearing,does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater thanzero for voting purposes shall be considered vacant, deemed eliminated from the Plan of suchDebtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposesof determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Codewith respect to that Class.E. No WaiverNothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s rightto object on any basis to any Disputed Claim.F. Voting Classes; Presumed Acceptance by Non-Voting ClassesIf a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interestseligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed acceptedby such Class.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 945 o of f1 1334533G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy CodeSection 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmationby acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.Bhereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of theBankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reservethe right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance withArticle X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of theBankruptcy Code requires modification, including by modifying the treatment applicable to aClass of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extentpermitted by the Bankruptcy Code and the Bankruptcy Rules.H. Controversy Concerning ImpairmentIf a controversy arises as to whether any Claims or Interests, or any Class of Claims orInterests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine suchcontroversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.I. Subordinated ClaimsThe allowance, classification, and treatment of all Allowed Claims and Allowed Interestsand the respective Distributions and treatments under the Plan take into account and conform tothe relative priority and rights of the Claims and Interests in each Class in connection with anycontractual, legal, and equitable subordination rights relating thereto, whether arising undergeneral principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, asapplicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordancewith any contractual, legal, or equitable subordination relating thereto.ARTICLE IVPROVISIONS FOR IMPLEMENTATION OF THE PLANA. General Settlement of Claims and InterestsAs discussed in detail in the Disclosure Statement and as otherwise provided herein,pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in considerationfor the classification, Distributions, releases, and other benefits provided under the Plan, upon theEffective Date, the provisions of the Plan shall constitute a good faith compromise and settlementof all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or anInterest Holder may have with respect to any Allowed Claim or Allowed Interest or anyDistribution to be made on account of such Allowed Claim or Allowed Interest, including pursuantto the transactions set forth in the Agreed Steps Plan or the Restructuring Implementation Deed.Entry of the Combined Order shall constitute the Bankruptcy Court’s approval of the compromiseor settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a findingby the Bankruptcy Court that such compromise, settlement and transactions are in the best interestsof the Debtors, their Estates, and Holders of Allowed Claims and Allowed Interests, and is fair,equitable, and within the range of reasonableness. Subject to the provisions of this Plan governingCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 956 o of f1 1334534Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in anyClass are intended to be and shall be final.B. Restructuring TransactionsOn the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter intoany transaction, including those transactions set forth in the Lock-Up Agreement and RestructuringImplementation Deed, and shall take any actions as may be necessary or appropriate to effectuatethe Restructuring Transactions (to the extent not already effected), including, as applicable, toeffectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extentprovided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in theDefinitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,instruments, Certificates, and other documents required to be issued, transferred, or cancelledpursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry intothe Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and theexecution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notesand the execution and delivery of the New Money Notes Indenture and the New Money NotesPurchase Agreement; (e) the execution and delivery of the New Security Documents and amendedIntercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and theexecution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) theissuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rightsand agreements and obligations contained in the Lock-Up Agreement.The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 ofthe Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriateto effect any transaction described in, approved by, contemplated by, or necessary to effectuate thePlan, including the Restructuring Transactions.C. Sources of Consideration for Plan Distributions1. Issuance of the New Money NotesThe Reorganized Debtors shall consummate the Rights Offering in accordance with theRights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in theRights Offering shall be allocated among relevant Holders of Notes Claims as of a specified recorddate in accordance with the Rights Offering Documents and the Plan, and the allocation of suchSubscription Rights will be exempt from SEC registration under applicable law and shall notconstitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, anysecurities in contravention of any applicable law in any jurisdiction. The Reorganized Debtorsintend to implement the Rights Offering in a manner that shall not cause it to be deemed a publicoffering in any jurisdiction.Holders of the Subscription Rights (or their Nominee) shall receive the opportunity tosubscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the NewMoney Notes, the subscription price for which shall be at an issue price of 98% of the face valueof the New Money Notes and, for each Backstop Provider only, less its pro rata share of theBackstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 967 o of f1 1334535Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Noteshas been backstopped in full by the Backstop Providers in accordance with the BackstopAgreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do notsubscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amountsin the proportions and on the terms set out in the Backstop Agreement.On the Effective Date, the Reorganized Debtors will issue the New Money Notes, on theterms set forth in the Rights Offering Documents, New Money Notes Indenture, the New MoneyNotes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, andthis Plan. The New Money Notes issued to the Backstop Providers (in their capacity as BackstopProviders) in connection with the Rights Offering (the “Backstopped Notes”) will be issued onlyto persons that are: “qualified institutional buyers” (as defined in Rule 144A under the SecuritiesAct); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the SecuritiesAct) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code orsection 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outsideof the United States and were not U.S. persons (and were not purchasing for the account or benefitof a U.S. person) within the meaning of Regulation S under the Securities Act.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all Liens and security interests granted or confirmed (asapplicable) pursuant to, or in connection with, the New Money Notes Indenture, the SecurityDocuments (as defined in the New Money Notes Indenture), or the New Money Documents(including any Liens and security interests granted or confirmed (as applicable) on the ReorganizedDebtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by theReorganized Debtors pursuant to the New Money Documents; (b) shall be legal, valid, binding,and enforceable Liens on, and security interests in, the collateral granted thereunder in accordancewith the terms of the New Money Documents, with the priorities established in respect thereofunder applicable non-bankruptcy law and the New Money Documents; (c) shall be deemedautomatically perfected on the Effective Date, subject only to such Liens and security interests asmay be permitted under the New Money Documents; (d) shall not be enjoined or subject todischarge, impairment, release, avoidance, recharacterization, subordination, or equitablesubordination for any purposes whatsoever under any applicable law, the Plan, or the CombinedOrder; and (e) shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable law, the Plan, or the Combined Order. The ReorganizedDebtors and the persons and entities granted such Liens and security interests shall be authorizedto make all filings and recordings, and to obtain all governmental approvals and consents necessaryto establish and perfect such Liens and security interests under the provisions of the applicablestate, federal, or other law that would be applicable in the absence of the Plan and the CombinedOrder (it being understood that perfection shall occur automatically by virtue of the entry of theCombined Order and any such filings, recordings, approvals, and consents shall not be required),and will thereafter cooperate to make all other filings and recordings that otherwise would benecessary under applicable law to give notice of such Liens and security interests to third parties.The New Money Notes are backstopped by the Backstop Providers pursuant to theBackstop Agreement. In consideration for their backstop of the New Money Notes, each BackstopProvider will receive its pro rata share of the Backstop Fee, as more fully detailed in the BackstopCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 978 o of f1 1334536Agreement. The Backstop Fee will be set off in full on the Effective Date against the PurchasePrice (as defined in the Backstop Agreement) payable by such Backstop Provider in respect of theNew Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise bepaid in Cash to each Backstop Provider in accordance with the Backstop Agreement and theAgreed Steps Plan.2. Equity IssuanceOn the Effective Date, the Company will issue the Noteholder Ordinary Shares on a prorata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of theAgreed Steps Plan and Restructuring Implementation Deed.The Company shall use all reasonable efforts to ensure that, as soon as possible followingthe Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through thefacilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Personshall be required to provide any further evidence other than the Plan or the Combined Order withrespect to the treatment of the Noteholder Ordinary Shares under applicable securities laws.Euroclear Sweden and any transfer agent shall be required to accept and conclusively rely uponthe Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder OrdinaryShares are exempt from registration or eligible for Euroclear Sweden book-entry delivery,settlement, and depository services.All of the Noteholder Ordinary Shares issued pursuant to the Plan shall be duly authorized,validly issued, fully paid, and non-assessable. Each Distribution and issuance of the NoteholderOrdinary Shares under the Plan shall be governed by the terms and conditions set forth in the Planapplicable to such Distribution or issuance and by the terms and conditions of the instrumentsevidencing or relating to such Distribution or issuance, which terms and conditions shall bind eachEntity receiving such Distribution or issuance.The Company shall effect the listing of the Noteholder Ordinary Shares on NasdaqStockholm as soon as reasonably practicable, and in any event, within six (6) weeks followingregistration of the issuance of Noteholder Ordinary Shares with the Swedish CompaniesRegistration Office in accordance with the Lock-Up Agreement, the Restructuring ImplementationDeed, and the Agreed Steps Plan.3. SSRCFThe Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed StepsPlan and Restructuring Implementation Deed, enter into the Facility Agreement AmendmentsDocuments on or before the Effective Date, on behalf of themselves and each Holder of RCFClaims, on the terms set forth in the Facility Agreement Amendments Documents, and which shallbe included in the Plan Supplement. The Facility Agreement will be amended and restated in theform of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCFClaims shall receive their pro rata share of the SSRCF; provided that all Ancillary Facility Claims(which are pursuant to the Facility Agreement) shall be Reinstated and each Ancillary Facilityshall continue in accordance with its terms and constitute an ancillary facility under the SSRCF inaccordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, eachCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 989 o of f1 1334537Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicableAncillary Facility.Confirmation of the Plan shall be deemed approval of the Facility Agreement AmendmentsDocuments (including the transactions contemplated thereby, and all actions to be taken,undertakings to be made, and obligations to be incurred and fees paid by the Debtors or theReorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thosedocuments necessary or appropriate to consummate the applicable Facility AgreementAmendments Documents without further notice to or order of the Bankruptcy Court, act or actionunder applicable law, regulation, order, or rule or vote, consent, authorization, or approval of anyPerson, subject to such modifications as may be agreed between the Debtors or ReorganizedDebtors and the RCF SteerCo Group.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all of the Liens and security interests to be granted in accordancewith the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shallbe legal, valid, binding, and enforceable Liens on, and security interests in, the collateral grantedthereunder in accordance with the terms of the Facility Agreement Amendments Documents, (c)shall be deemed automatically perfected on the Effective Date, subject only to such Liens andsecurity interests as may be permitted under the Facility Agreement Amendments Documents, and(d) shall not be subject to recharacterization or equitable subordination for any purposeswhatsoever and shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the personsand entities granted such Liens and security interests shall be authorized to make all filings andrecordings, and to obtain all governmental approvals and consents necessary to establish andperfect such Liens and security interests under the provisions of the applicable state, federal, orother law that would be applicable in the absence of the Plan and the Combined Order (it beingunderstood that perfection shall occur automatically by virtue of the entry of the Combined Orderand any such filings, recordings, approvals, and consents shall not be required), and will thereaftercooperate to make all other filings and recordings that otherwise would be necessary underapplicable law to give notice of such Liens and security interests to third parties.4. Amended Senior Secured Term LoanIn order to facilitate the consummation of the Restructuring Transactions, and as a goodfaithand reasonable compromise and settlement of any objections of the holders of Senior SecuredTerm Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtorsor Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and theRestructuring Implementation Deed, enter into the Amended Senior Secured Term Loan andrelated Amended Senior Secured Term Loan Credit Agreement on or before the Effective Date.Confirmation of the Plan shall constitute approval of the Amended Senior Secured TermLoan Credit Agreement (including the transactions contemplated thereby, and all actions to betaken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or theReorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thoseCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 9190 0o fo 1f 3143538documents necessary or appropriate to consummate the Amended Senior Secured Term LoanCredit Agreement without further notice to or order of the Bankruptcy Court, act or action underapplicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person,subject to such modifications as may be agreed between the Debtors or Reorganized Debtors andthe applicable holders of Senior Secured Term Loan Claims.On the Effective Date, and without the need for any further corporate action or other actionby holders of Claims or Interests, all of the Liens and security interests to be granted in accordancewith the Amended Senior Secured Term Loan Credit Agreement (a) shall be deemed to be granted,(b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral grantedthereunder in accordance with the terms of the Amended Senior Secured Term Loan CreditAgreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)shall be deemed automatically perfected on the Effective Date, subject only to such Liens andsecurity interests as may be permitted under the Plan, the Amended Senior Secured Term LoanCredit Agreement, the Restructuring Implementation Deed, and the amended IntercreditorAgreement and (d) shall not be subject to recharacterization or equitable subordination for anypurposes whatsoever and shall not constitute preferential transfers or fraudulent conveyancesunder the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors andthe persons and entities granted such Liens and security interests shall be authorized to make allfilings and recordings, and to obtain all governmental approvals and consents necessary toestablish and perfect such Liens and security interests in accordance with the Plan, the AmendedSenior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and theamended Intercreditor Agreement under the provisions of the applicable state, federal, or other lawthat would be applicable in the absence of the Plan and the Confirmation Order (it being understoodthat perfection shall occur automatically by virtue of the entry of the Confirmation Order and anysuch filings, recordings, approvals, and consents shall not be required), and will thereaftercooperate to make all other filings and recordings that otherwise would be necessary underapplicable law to give notice of such Liens and security interests to third parties.5. Exchange NotesThe Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed StepsPlan and Restructuring Implementation Deed, issue the Exchange Notes on or before the EffectiveDate, on the terms set forth in the Exchange Notes Indenture, and included in the Plan Supplement.The Exchange Notes shall be distributed to Holders of Notes Claims (or their respective Nominees)on the Effective Date on account of their respective Notes Claims in the manner set forth in thePlan.Confirmation of the Plan shall be deemed approval of the Notes Amendments Documents(including the transactions contemplated thereby, and all actions to be taken, undertakings to bemade, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or anon-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thosedocuments necessary or appropriate to consummate the applicable Notes Amendments Documentswithout further notice to or order of the Bankruptcy Court, act or action under applicable law,regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to suchCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10001 o of f1 1334539modifications as may be agreed between the Debtors or Reorganized Debtors and the MajorityCore Noteholder Group.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all Liens and security interests granted or confirmed (asapplicable) pursuant to, or in connection with, the Notes Amendments Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’assets): (a) shall be deemed to be granted or confirmed (as applicable) by the Reorganized Debtorspursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceableLiens on, and security interests in, the collateral granted thereunder in accordance with the termsof the Notes Amendments Documents, with the priorities established in respect thereof underapplicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemedautomatically perfected on the Effective Date, subject only to such Liens and security interests asmay be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subjectto discharge, impairment, release, avoidance, recharacterization, subordination, or equitablesubordination for any purposes whatsoever under any applicable law, the Plan, or the CombinedOrder; and (e) shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable law, the Plan, or the Combined Order. The ReorganizedDebtors and the persons and entities granted such Liens and security interests shall be authorizedto make all filings and recordings, and to obtain all governmental approvals and consents necessaryto establish and perfect such Liens and security interests under the provisions of the applicablestate, federal, or other law that would be applicable in the absence of the Plan and the CombinedOrder (it being understood that perfection shall occur automatically by virtue of the entry of theCombined Order and any such filings, recordings, approvals, and consents shall not be required),and will thereafter cooperate to make all other filings and recordings that otherwise would benecessary under applicable law to give notice of such Liens and security interests to third parties.D. Corporate ActionUpon the Effective Date, all actions contemplated under the Plan and all other acts oractions contemplated or reasonably necessary or appropriate to promptly consummate theRestructuring Transactions contemplated by the Plan (whether to occur before, on, or after theEffective Date) shall be deemed authorized and approved in all respects, including: (1) the issuanceand Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) theissuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)entry into the Amended Senior Secured Term Loan; (6) implementation of the RestructuringTransactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, orassumption and assignment, as applicable, of Executory Contracts and Unexpired Leases.All matters provided for in the Plan involving the corporate structure of the Debtors or theReorganized Debtors, and any corporate action required by the Debtors or the ReorganizedDebtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall bein effect, without any requirement of further action by the security holders, directors, or officersof the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to theEffective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable,shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements,documents, securities, and instruments contemplated under the Plan (or necessary or desirable toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10012 o of f1 1334540effect the transactions contemplated under the Plan) in the name of and on behalf of theReorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the NewMoney Notes, the Facility Agreement Amendments Documents, the Amended Senior SecuredTerm Loan, the Transaction Documents, and any and all other agreements, documents, securities,and instruments relating to the foregoing. The authorizations and approvals contemplated by thisArticle IV.D shall be effective notwithstanding any requirements under non-bankruptcy law.Upon Confirmation of the Plan, each Holder of RCF Claims and each Holder of NotesClaims will be deemed to have appointed the Company as its attorney and agent and to haveirrevocably instructed, authorized, directed and empowered the Company (or its authorizedrepresentative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, anyTransaction Document to which it is party, in each case solely to the extent consistent with theLock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) inthe case of Holder of Notes, to take any action necessary to ensure that steps described in theAgreed Steps Plan and the Restructuring Implementation Deed are carried out, including ifnecessary updating the books and records of the relevant clearing systems in which the Notes areheld.E. Corporate ExistenceExcept as otherwise provided in the Plan or Plan Supplement, each Debtor shall continueto exist after the Effective Date as a separate corporate entity, limited liability company,partnership, or other form, as the case may be, with all the powers of a corporation, limited liabilitycompany, partnership, or other form, as the case may be, pursuant to the applicable law in thejurisdiction in which each applicable Debtor is incorporated or formed and pursuant to therespective certificate of incorporation and by-laws (or other formation documents) in effect priorto the Effective Date, except to the extent such certificate of incorporation and by-laws (or otherformation documents) are amended under the Plan or otherwise, and to the extent such documentsare amended, such documents are deemed to be amended pursuant to the Plan and require nofurther action or approval (other than any requisite filings required under applicable law).F. Vesting of Assets in the Reorganized DebtorsExcept as otherwise provided in the Plan or the Plan Supplement (including, for theavoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in anyagreement, instrument, or other document incorporated in the Plan, on the Effective Date, allproperty in each Debtor’s Estate, all Claims, rights, defenses, and Causes of Action of the Debtors,and any property acquired by any of the Debtors under the Plan shall vest in each respectiveReorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or otherencumbrances. If the Reorganized Debtors default in performing under the provisions of the Planand the Chapter 11 Cases are converted to Chapter 7, all property vested in each ReorganizedDebtor and all subsequently acquired property owned as of or after the conversion date shall revestand constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after theEffective Date, except as otherwise provided herein, each Reorganized Debtor may operate itsbusiness and may use, acquire, or dispose of property and compromise or settle any Claims,Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and freeof any restrictions of the Bankruptcy Code or Bankruptcy Rules.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10023 o of f1 1334541G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, andOther DocumentsOn the Effective Date, except as otherwise provided in the Plan, the Combined Order, anyagreement, instrument or other document entered into in connection with or pursuant to the Plan,the Lock-Up Agreement, or the Restructuring Implementation Deed, all credit agreements,security agreements, intercreditor agreements, notes, instruments, Certificates, and otherdocuments evidencing Claims or Interests shall be cancelled and the obligations of the Debtors orthe Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemedsatisfied in full, and the Agents/Trustees shall be released from all duties thereunder; provided,that, notwithstanding Confirmation or the occurrence of the Effective Date, any such documentthat governs the rights of the Holder of a Claim or Interest shall continue in effect solely forpurposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributionsunder the Plan as provided herein, (b) governing the contractual rights and obligations among theAgents/Trustees and the lenders or Holders party thereto (including, without limitation,indemnification, expense reimbursement, and Distribution provisions) until the ReorganizedDebtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trusteesthereunder to maintain, exercise, and enforce any applicable rights of indemnity, reimbursement,or contribution, or subrogation or any other claim or entitlement, (d) permitting each Agent/Trusteeto perform any functions that are necessary to effectuate the immediately foregoing, includingappearing and being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court;(e) facilitating the amendment, reinstatement and combination of the Facility Agreement into theFacility Agreement Amendments Documents, solely to the extent set forth in the Lock-UpAgreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in theLock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent setforth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loaninto the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured TermLoan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to theextent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in theLock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5H. Effectuating Documents; Further TransactionsOn and after the Effective Date, the Reorganized Debtors, and the officers and members ofthe boards of directors and managers thereof, are authorized to and may issue, execute, deliver,file, or record such contracts, Securities, instruments, releases, and other agreements or documentsand take such actions as may be necessary or appropriate to effectuate, implement, and furtherevidence the terms and conditions of the Plan, the Transaction Documents, and the securitiesissued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without theneed for any approvals, authorizations, or consents except for those expressly required under thePlan.I. Certain Securities Law Matters5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amendedin accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10034 o of f1 1334542Except as described in the following paragraphs, the Debtors will rely on section 1145(a)of the Bankruptcy Code to exempt from registration under the Securities Act the offer, issuance,and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the New MoneyNotes (other than the Backstopped Notes) issued pursuant to the Plan on account of Notes Claims.The offering, issuance, and Distribution of such Exchange Notes, Noteholder Ordinary Shares andthe New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of theBankruptcy Code shall be exempt from, among other things, the registration requirements ofsection 5 of the Securities Act and any other applicable law requiring registration prior to theoffering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the NewMoney Notes (other than the Backstopped Notes) will be freely tradable in the United States bythe recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Coderelating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliancewith applicable securities laws and any rules and regulations of the United States Securities andExchange Commission, if any, applicable at the time of any future transfer of such Securities orinstruments.With respect to any Consenting Noteholder who signed the Lock-Up Agreement before thefiling of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) ofthe Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notesand the Noteholder Ordinary Shares to be issued pursuant to the Plan on account of Notes Claims,and the Debtors will rely on section 1145(a) of the Bankruptcy Code to exempt from registrationunder the Securities Act the issuance and Distribution of such Exchange Notes and the NoteholderOrdinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable inthe United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of theBankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the SecuritiesAct, and compliance with applicable securities laws and any rules and regulations of the UnitedStates Securities and Exchange Commission, if any, applicable at the time of any future transferof such Securities or instruments.The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of theSecurities Act and Regulation S under the Securities Act, or any other available exemption fromregistration under the Securities Act, as applicable, to exempt from registration under the SecuritiesAct the offer, issuance, and Distribution of the New Money Notes issued pursuant to the Plan,which do not include any Backstopped Notes. Such Backstopped Notes will be “restrictedsecurities” subject to transfer restrictions under the U.S. federal securities laws if they are issuedto a U.S. person in accordance with the Backstop Agreement pursuant to section 4(a)(2) of theSecurities Act but will otherwise be issued pursuant to Regulation S (if they are issued to a non-U.S. person outside of the United States in accordance with the Backstop Agreement). SuchBackstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant toregistration, or an applicable exemption from registration, under the Securities Act and otherapplicable law.J. Section 1146(a) ExemptionTo the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers(whether from a Debtor to a Reorganized Debtor or to any other Person) of property under theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10045 o of f1 1334543Plan, including: (a) the issuance, Distribution, transfer, or exchange of any debt, equity security,or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring Transactions; (c)the creation, modification, consolidation, termination, refinancing, or recording of any mortgage,deed of trust, or other security interest, or the securing of additional indebtedness by such or othermeans; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateralas security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the ExchangeNotes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of anydeed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,including any deeds, bills of sale, assignments, or other instrument of transfer executed inconnection with any transaction arising out of, contemplated by, or in any way related to the Plan,shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles orsimilar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform CommercialCode filing or recording fee, regulatory filing or recording fee, or other similar tax or governmentalassessment, and upon entry of the Combined Order, the appropriate state or local governmentalofficials or agents shall forego the collection of any such tax or governmental assessment andaccept for filing and recordation any of the foregoing instruments or other documents without thepayment of any such tax, recordation fee, or governmental assessment. All filing or recordingofficers (or any other Person with authority over any of the foregoing), wherever located and bywhomever appointed, shall comply with the requirements of section 1146 of the Bankruptcy Code,shall forego the collection of any such tax or governmental assessment, and shall accept for filingand recordation any of the foregoing instruments or other documents without the payment of anysuch tax or governmental assessment.K. Employee and Retiree BenefitsAll compensation and benefits programs shall be assumed by the Reorganized Debtors andshall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honorsuch agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant tosection 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits(as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paidin accordance with applicable law.L. Preservation of Causes of ActionIn accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shallretain and may enforce all rights to commence and pursue any and all Causes of Action of theDebtors, whether arising before or after the Petition Date, including any actions specificallyenumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, andthe Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall bepreserved notwithstanding the occurrence of the Effective Date, other than the Causes of Actionreleased by the Debtors pursuant to the releases and exculpations contained in the Plan, includingin Article VIII of the Plan, which shall be deemed released and waived by the Debtors andReorganized Debtors as of the Effective Date.The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordancewith the best interests of the Reorganized Debtors. No Entity (other than the ConsentingCreditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10056 o of f1 1334544or the Disclosure Statement to any Cause of Action against it as any indication that theDebtors or the Reorganized Debtors will not pursue any and all available Causes of Actionof the Debtors against it. Except as specifically released under the Plan or pursuant to a FinalOrder, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecuteany and all Causes of Action against any Entity. Unless any Causes of Action of the Debtorsagainst an Entity are expressly waived, relinquished, exculpated, released, compromised, or settledin the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causesof Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines ofres judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, orotherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of theConfirmation or Consummation.The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtorsnotwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Codeand except as expressly waived, relinquished, exculpated, released, compromised, or settled in thePlan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entityshall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right,authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle,compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline todo any of the foregoing, without the consent or approval of any third party or any further notice toor action, order, or approval of the Bankruptcy Court.For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve anyClaims or Causes of Action that have been expressly released by the Debtors pursuant to the DebtorRelease (including, for the avoidance of doubt, Claims against the Consenting Creditors).ARTICLE VTREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASESA. Assumption and Rejection of Executory Contracts and Unexpired LeasesOn the Effective Date, except as otherwise provided herein, each Executory Contract andUnexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor inaccordance with the provisions and requirements of sections 365 and 1123 of the BankruptcyCode, other than: (1) those that are identified on the Rejected Executory Contract and UnexpiredLease List; (2) those that have been previously rejected by a Final Order; (3) those that are thesubject of a motion to reject Executory Contracts or Unexpired Leases that is pending on theConfirmation Date; or (4) those that are subject to a motion to reject an Executory Contract orUnexpired Lease pursuant to which the requested effective date of such rejection is after theEffective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable tothe Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shallnot seek to assume or reject Executory Contracts and Unexpired Leases, except with the priorwritten consent (which may be provided through electronic mail) of the Majority ParticipatingCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10067 o of f1 1334545Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonablywithheld).Entry of the Combined Order by the Bankruptcy Court shall constitute an order approvingthe assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the BankruptcyCode and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall bebinding and enforceable against the parties thereto in accordance with its terms. For the avoidanceof doubt, the assumption of the Lock-Up Agreement herein shall not otherwise modify, alter,amend, or supersede any of the terms or conditions of such agreement including, withoutlimitation, any termination events or provisions thereunder. On the Effective Date, in accordancewith the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible ParticipatingLender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paidin accordance with the terms of the Lock-Up Agreement, the RCF Closing Fee, in each case,calculated in the manner set forth in the Lock-Up Agreement. On the Effective Date, in accordancewith the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible ConsentingEurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting EurobondNoteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, theSimple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additionalExchange Notes, in each case to the extent applicable in accordance with the terms of, andcalculated in the manner set forth in the Lock-Up Agreement.Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Orderapproving the assumptions and assumptions and assignments of the Executory Contracts andUnexpired Leases as set forth in the Plan and the rejections of the Executory Contracts andUnexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List,pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume ExecutoryContracts or Unexpired Leases pending on the Effective Date shall be subject to approval by theBankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract andUnexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court,which has not been assigned to a third party prior to the Confirmation Date, shall revest in and befully enforceable by the Reorganized Debtors in accordance with its terms, except as such termsare modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing andproviding for its assumption under applicable federal law. Notwithstanding anything to thecontrary in the Plan, the Debtors, with the consent (which may be provided through electronicmail) of the Majority Participating Lenders and the Majority Core Noteholder Group (whichconsent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reservethe right to alter, amend, modify, or supplement the Rejected Executory Contract and UnexpiredLease List identified in this Article V.A and in the Plan Supplement at any time through andincluding 45 days after the Effective Date.To the extent that any provision in any Executory Contract or Unexpired Lease assumedor assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent,or is breached or deemed breached by, the assumption or assumption and assignment of suchExecutory Contract or Unexpired Lease (including any “change of control” provision), then suchprovision shall be deemed modified such that the transactions contemplated by the Plan shall notentitle the Executory Contract or Unexpired Lease counterparty thereto to terminate suchCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10078 o of f1 1334546Executory Contract or Unexpired Lease or to exercise any other default-related rights with respectthereto.B. Indemnification ObligationsOn and after the Effective Date, the Indemnification Provisions will be assumed andirrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, asapplicable, will take any action to amend or restate their respective governance documents beforeor after the Effective Date to amend, augment, terminate, or adversely affect any of the Debtors’or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’,officers’, managers’, employees’, or agents’ indemnification rights.C. Claims Based on Rejection of Executory Contracts or Unexpired LeasesUnless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claimwith respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases,pursuant to the Plan or the Combined Order, if any, must be Filed with the Bankruptcy Courtwithin 30 days after the later of (1) the Effective Date or (2) entry of an order of the BankruptcyCourt (including the Combined Order) approving such rejection. Any Claims arising from therejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Courtwithin such time will be automatically disallowed, forever barred from assertion, and shallnot be enforceable against the Debtors or the Reorganized Debtors, the Estates, or theirproperty without the need for any objection by the Reorganized Debtors or further noticeto, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claimarising out of the rejection of the Executory Contract or Unexpired Lease shall be deemedfully satisfied, released, and discharged, notwithstanding anything in the Schedules or aProof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims andshall be treated in accordance with Article III hereof.D. Cure of Defaults for Executory Contracts and Unexpired Leases AssumedThe Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on theEffective Date or as soon as reasonably practicable thereafter, with the amount and timing ofpayment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwiseagreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, allrequests for payment of Cure that differ from the ordinary course amounts paid or proposed to bepaid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claimsand Noticing Agent on or before 30 days after the Effective Date. Any such request that is nottimely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, andshall not be enforceable against any Reorganized Debtor, without the need for any objection bythe Reorganized Debtors or any other party in interest or any further notice to or action, order, orapproval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, anddischarged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtorsordinary course of business; provided that nothing herein shall prevent the Reorganized Debtorsfrom paying any Cure Amount despite the failure of the relevant counterparty to File such requestfor payment of such Cure. The Reorganized Debtors also may settle any Cure Amount withoutCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10089 o of f1 1334547any further notice to or action, order, or approval of the Bankruptcy Court. In addition, anyobjection to the assumption of an Executory Contract or Unexpired Lease under the Plan must beFiled with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objectionwill be scheduled to be heard by the Bankruptcy Court at the Debtors’ or Reorganized Debtors’,as applicable, first scheduled omnibus hearing for which such objection is timely Filed. Anycounterparty to an Executory Contract or Unexpired Lease that fails to timely object to theproposed assumption of any Executory Contract or Unexpired Lease will be deemed to haveconsented to such assumption.If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or anyassignee to provide “adequate assurance of future performance” within the meaning of section 365of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shalloccur as soon as reasonably practicable after entry of a Final Order resolving such dispute,approving such assumption (and, if applicable, assignment), or as may be agreed upon by theDebtors (with the consent of the Majority Participating Lenders and the Majority Core NoteholderGroup (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and thecounterparty to the Executory Contract or Unexpired Lease.Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan orotherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and atthe time dictated by the Debtors’ ordinary course of business, shall result in the full release andsatisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, includingdefaults of provisions restricting the change in control or ownership interest composition or otherbankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease atany time prior to the effective date of assumption. Any and all Proofs of Claim based uponExecutory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases,including pursuant to the Combined Order, and for which any Cure has been fully paid pursuantto this Article V, in the amount and at the time dictated by the Debtors’ ordinary course of business,shall be deemed disallowed and expunged as of the Effective Date without the need for anyobjection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.E. Insurance PoliciesEach of the Insurance Policies are treated as Executory Contracts under the Plan. Unlessotherwise provided herein or in the Plan Supplement or any document related thereto, on theEffective Date, (1) the Debtors shall be deemed to have assumed all Insurance Policies, and (2)such Insurance Policies shall revest in the Reorganized Debtors. Nothing in the Plan, the PlanSupplement, the Disclosure Statement, the Combined Order, or any other order of the BankruptcyCourt (including any other provision that purports to be preemptory or supervening), (x) alters,modifies, or otherwise amends the terms and conditions of (or the coverage provided by) any ofsuch Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claimscovered by such Insurance Policies and their right to seek payment or reimbursement from theDebtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or securitytherefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve aCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10190 o of f1 1334548Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shallnot be subject to any claims bar date or similar deadline governing Cure Amounts or Claims.The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwisereduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to theEffective Date, and any directors and officers of the Debtors who served in such capacity at anytime before or after the Effective Date shall be entitled, subject to and in accordance with the termsand conditions of such Insurance Policy in all respects, to the full benefits of any such InsurancePolicy for the full term of such policy regardless of whether such directors or officers remain insuch positions after the Effective Date. For the avoidance of doubt, the directors’ and officers’Insurance Policies shall revest in the Reorganized Debtors. Notwithstanding anything herein to thecontrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurancepolicies as the Debtors deem necessary, including by purchasing any tail coverage (including,without limitation, a tail policy).F. Modifications, Amendments, Supplements, Restatements, or Other AgreementsUnless otherwise provided in the Plan, each Executory Contract or Unexpired Lease thatis assumed shall include all modifications, amendments, supplements, restatements, or otheragreements that in any manner affect such Executory Contract or Unexpired Lease, and allExecutory Contracts and Unexpired Leases related thereto, if any, including all easements,licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any otherinterests, unless any of the foregoing agreements has been previously rejected or repudiated or isrejected or repudiated under the Plan.Modifications, amendments, supplements, and restatements to prepetition ExecutoryContracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11Cases shall not be deemed to alter the prepetition nature of the Executory Contract or UnexpiredLease, or the validity, priority, or amount of any Claims that may arise in connection therewith.G. Reservation of RightsNeither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on theRejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shallconstitute an admission by the Debtors that any such contract or lease is in fact an ExecutoryContract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder.If there is a dispute regarding whether a contract or lease is or was executory or unexpired at thetime of assumption or rejection, the Debtors, subject to the consent of the Majority ConsentingCreditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, asapplicable, shall have 30 days following entry of a Final Order resolving such dispute to alter itstreatment of such contract or lease under the Plan.H. Nonoccurrence of Effective DateIn the event that the Effective Date does not occur, the Bankruptcy Court shall retainjurisdiction with respect to any request to extend the deadline for assuming or rejecting UnexpiredLeases pursuant to section 365(d)(4) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11101 o of f1 1334549I. Contracts and Leases Entered into after the Petition DateNotwithstanding anything contained herein (including any release, discharge, exculpationor injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,leases and other documents entered into after the Petition Date by any Debtor, including anyExecutory Contracts and Unexpired Leases assumed by such Debtor, will be performed by theapplicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of theirbusiness. Accordingly, such contracts, agreements, instruments, certificates, leases and otherdocuments (including any assumed Executory Contracts and Unexpired Leases) will survive andremain unaffected by the Plan (including the release, discharge, exculpation and injunctionprovisions), the entry of the Combined Order and any other Definitive Documents.ARTICLE VIPROVISIONS GOVERNING DISTRIBUTIONSA. Distributions on Account of Claims and Interests Allowed as of the Effective DateExcept as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement bythe Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claimor Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agentshall make initial Distributions under the Plan on account of Claims and Interests Allowed on orbefore the Effective Date, subject to the Reorganized Debtors’ right to object to Claims andInterests; provided, however, that (1) Allowed Administrative Claims with respect to liabilitiesincurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumedby the Debtors prior to the Effective Date shall be paid or performed in the ordinary course ofbusiness in accordance with the terms and conditions of any controlling agreements, course ofdealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paidin accordance with Article II.C of the Plan.B. Rights and Powers of Distribution Agent1. Powers of the Distribution AgentThe Distribution Agent shall be empowered to: (a) effect all actions and execute allagreements, instruments, and other documents necessary to perform its duties under the Plan; (b)make all Distributions contemplated hereby; (c) employ professionals to represent it with respectto its responsibilities; and (d) exercise such other powers as may be vested in the DistributionAgent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the DistributionAgent to be necessary and proper to implement the provisions hereof.2. Expenses Incurred on or after the Confirmation DateExcept as otherwise ordered by the Bankruptcy Court, the amount of any reasonable feesand expenses incurred by the Distribution Agent on or after the Confirmation Date (includingtaxes) and any reasonable compensation and expense reimbursement claims (including reasonableattorney fees and expenses) made by the Distribution Agent shall be paid in Cash by theReorganized Debtors.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11112 o of f1 1334550C. Special Rules for Distributions to Holders of Disputed Claims and InterestsNotwithstanding any provision otherwise in the Plan and except as otherwise agreed by therelevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of theBankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respectto a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim orInterest have been resolved by settlement or Final Order; provided, however, that if a portion of aClaim is not Disputed, the Distribution Agent may make a partial Distribution based on suchportion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claimor Interest and a Disputed Claim or Interest shall not receive any Distribution on the AllowedClaim or Interest unless and until all objections to the Disputed Claim or Interest have beenresolved by settlement or Final Order or the Claims or Interests have been Allowed or expunged.Any dividends or other Distributions arising from property distributed to Holders of AllowedClaims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also bepaid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, insuch Class that becomes an Allowed Claim or Interest after the date or dates that such dividendsor other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.D. Delivery of DistributionsExcept as otherwise provided herein (including, for the avoidance of doubt, as set forth inthe foregoing paragraph with respect to Distributions to Holders of RCF Claims and NotesClaims), and notwithstanding any authority to the contrary, Distributions to Holders of AllowedClaims, including Claims that become Allowed after the Effective Date, shall be made to Holdersof record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder asset forth in the books and records of the applicable Debtor (or if the Debtors have been notified inwriting, on or before the date that is 10 days before the Effective Date, of a change of address, tothe changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified andmade applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records,no Proof of Claim has been Filed and the Distribution Agent has not received a written notice ofaddress or change of address on or before the date that is 10 days before the Effective Date; or (3)on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Notwithstandinganything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, theReorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever onaccount of any Distributions under the Plan, including for the avoidance of doubt, Distributions tothe Holding Period Trust.1. Compliance MattersIn connection with the Plan, to the extent applicable, the Reorganized Debtors and theDistribution Agent shall comply with all tax withholding and reporting requirements imposed onthem by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to suchwithholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,the Reorganized Debtors and the Distribution Agent shall be authorized to take all actionsnecessary or appropriate to comply with such withholding and reporting requirements, includingliquidating a portion of the Distribution to be made under the Plan to generate sufficient funds topay applicable withholding taxes, withholding Distributions pending receipt of informationCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11123 o of f1 1334551necessary to facilitate such Distributions, or establishing any other mechanisms they believe arereasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributionsmade under the Plan in compliance with all applicable wage garnishments, alimony, child support,and other spousal awards, liens, and encumbrances.2. Foreign Currency Exchange RateExcept as otherwise provided in a Final Order, as of the Effective Date, any Claim assertedin currency other than U.S. dollars shall, for the purposes of determining the amount of aDistribution be automatically deemed converted to the equivalent U.S. dollar value using theexchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is notavailable, as published in The Wall Street Journal, National Edition, as of a date to be agreed bythe Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority CoreNoteholder Group.3. Undeliverable, and Unclaimed Distributions(a) Undeliverable Distributions. If any Distribution to a Holder of an AllowedClaim or Interest is returned to the Distribution Agent as undeliverable, nofurther Distributions shall be made to such Holder unless and until theDistribution Agent is notified in writing of such Holder’s then-currentaddress or other necessary information for delivery, at which time allcurrently due missed Distributions shall be made to such Holder on the nextDistribution Date. Undeliverable Distributions shall remain in thepossession of the Reorganized Debtors until such time as a Distributionbecomes deliverable, or such Distribution reverts to the ReorganizedDebtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shallnot be supplemented with any interest, dividends, or other accruals of anykind.(b) Reversion. Any Distribution under the Plan, other than with respect to theNoteholder Ordinary Shares or Exchange Notes, that is an unclaimedDistribution for a period of six months after Distribution shall be deemedunclaimed property under section 347(b) of the Bankruptcy Code and suchunclaimed Distribution shall revest in the applicable Reorganized Debtorand, to the extent such unclaimed Distribution is not Noteholder OrdinaryShares or Exchange Notes, as applicable, shall be deemed cancelled. Uponsuch revesting, the Claim or Interest of any Holder or its successors withrespect to such property shall be cancelled, discharged, and forever barrednotwithstanding any applicable federal or state escheat, abandoned, orunclaimed property laws, or any provisions in any document governing theDistribution that is an unclaimed Distribution, to the contrary.(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Sharesand Exchange Notes will be issued directly to any Holder of an AllowedNotes Claim (or its Nominee(s)) that has confirmed its details (includingdetails of a securities account that is compatible with Euroclear Sweden) toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11134 o of f1 1334552the Distribution Agent by no later than the date falling 10 Business Daysprior to the Effective Date (or such other time and date as the Debtor andthe Majority Core Noteholder Group may agree). Any Holder of an AllowedNotes Claim that has not confirmed its details by this date shall accept thatits pro rata share of the Noteholder Ordinary Shares and Exchange Notesmay instead be transferred to the Holding Period Trust.If any Holder of an Allowed Notes Claim is unable, owing to fundconstitutional or binding governance reasons, to receive its pro rata share ofthe Noteholder Ordinary Shares or Exchange Notes or to nominate aNominee to receive its pro rata share of the Noteholder Ordinary Shares orExchange Notes, such Noteholder Ordinary Shares or Exchange Notes maybe transferred to the Holding Period Trust. Any unclaimed NoteholderOrdinary Shares or Exchange Notes held by the trustee at the end of suchfixed period shall be liquidated and the net proceeds held on trust for afurther fixed period for such Holder of an Allowed Notes Claim to claim.Upon the expiry of the later fixed period, the trustee will deliver anyunclaimed proceeds to the Debtor.4. Surrender of Cancelled Instruments or SecuritiesOn the Effective Date, each Holder of a Certificate shall be deemed to have surrenderedsuch Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respectto the Debtors (other than any Certificate that survives and is not cancelled pursuant to the Plan),and such cancellation shall not alter the obligations or rights of any non-Debtor third parties visà-vis one another with respect to such Certificate. Notwithstanding the foregoing paragraph, thisArticle VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.E. Claims Paid or Payable by Third Parties1. Claims Paid by Third PartiesA Claim shall be reduced in full, and such Claim shall be disallowed without an objectionto such Claim having to be Filed and without any further notice to or action, order, or approval ofthe Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full onaccount of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent aHolder of a Claim receives a Distribution on account of such Claim and receives payment from aparty that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shallrepay, return or deliver any Distribution held by or transferred to the Holder to the applicableReorganized Debtor to the extent the Holder’s total recovery on account of such Claim from thethird party and under the Plan exceeds the amount of such Claim as of the date of any suchDistribution under the Plan; provided that the foregoing shall not prejudice such third party’s rights(including, for the avoidance of doubt, subrogation rights) with respect to the Debtors and theReorganized Debtors.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11145 o of f1 13345532. Claims Payable by Insurance CarriersNo Distributions under the Plan shall be made on account of an Allowed Claim that ispayable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claimhas exhausted all remedies with respect to such insurance policy. To the extent that one or moreof the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a courtof competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may beexpunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims andNoticing Agent without a Claims objection having to be Filed and without any further notice to oraction, order, or approval of the Bankruptcy Court.3. Applicability of Insurance PoliciesExcept as otherwise provided herein, Distributions to Holders of Allowed Claims shall bein accordance with the provisions of an applicable insurance policy. Nothing contained in the Planshall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity mayhold against any other Entity, including Insurers under any policies of insurance, nor shall anythingcontained herein constitute or be deemed a waiver by such Insurers of any defenses, includingcoverage defenses, held by such Insurers.F. SetoffsExcept as otherwise expressly provided for herein, each Reorganized Debtor, pursuant tothe Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcylaw, or as may be agreed to by the Holder of a Claim, may set off or recoup against any AllowedClaim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to bemade pursuant to the Plan on account of such Allowed Claim (before any Distribution is made onaccount of such Allowed Claim), any claims, rights, and Causes of Action of any nature that suchDebtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim,to the extent such claims, rights, or Causes of Action against such Holder have not been otherwisecompromised or settled on or prior to the Effective Date (whether pursuant to the Plan orotherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor theallowance of any Claim pursuant to the Plan shall constitute a waiver or release by suchReorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtormay possess against such Holder; provided, further, that such Holder may contest any such set offby a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. Forthe avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claimrelated to such right of set off prior to the Effective Date.G. Allocation between Principal and Accrued InterestExcept as otherwise provided herein, the aggregate consideration paid to Holders withrespect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to theprincipal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, ifany, on such Allowed Claim accrued through the Effective Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11156 o of f1 1334554H. Minimum DistributionsNo (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notesor Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractionalamounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional NewMoney Note or Exchange Note under this Plan would otherwise be called for, such payment orDistribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be roundedto the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded tothe next lower whole number with no further payment or Distribution therefore. The total numberof authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted asnecessary to account for the foregoing rounding, subject to any minimum denominations requiredunder the Exchange Notes or the New Money Notes, as the case may be.Whenever any payment or Distribution of a fraction of a dollar or fractional share ofNoteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment orDistribution will reflect a rounding down of such fraction to the nearest whole dollar or share ofNoteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares orless being rounded down.ARTICLE VIIPROCEDURES FOR RESOLVING DISPUTED CLAIMSA. Disputed Claims GenerallyNotwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forthin the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection ofan Executory Contract or Unexpired Lease, need not File Proofs of Claim with the BankruptcyCourt, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolveany disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not beencommenced. The Holders of Claims other than Claims arising from the rejection of an ExecutoryContract or Unexpired Lease shall not be subject to any Claims resolution process in theBankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection ofan Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, andincluding Claims Filed after the Effective Date, shall be deemed withdrawn. From and after theEffective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise anyClaim without approval of the Bankruptcy Court.B. Objections to ClaimsExcept insofar as a Claim is Allowed under the Plan, the Debtors or the ReorganizedDebtors, as applicable, shall be entitled to object to Claims. After the Effective Date, theReorganized Debtors shall have and retain any and all rights and defenses that the Debtors hadwith regard to any Claim or Interest. Any objections to Claims shall be served and Filed on orbefore the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixedby the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or theReorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or toProof of such Claim.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11167 o of f1 1334555C. Estimation of ClaimsThe Debtors or the Reorganized Debtors, as applicable, and subject to the consent of theMajority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonablywithheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, andDisputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Courtestimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of theBankruptcy Code regardless of whether the Debtors previously objected to such Claim or whetherthe Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retainjurisdiction to estimate any Claim, including, without limitation, at any time during litigationconcerning any objection to any Claim or during the pendency of any appeal relating to any suchobjection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, orDisputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claimor a maximum limitation on the Allowed amount of such Claim, as determined by the BankruptcyCourt. If the estimated amount constitutes a maximum limitation on the Allowed amount of suchClaim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementaryproceedings to object to the allowance of such Claim.D. Disallowance of ClaimsAny Claims held by Entities from which property is recoverable under sections 542, 543,550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemedDisallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims maynot receive any Distributions on account of such Claims until such time as such Causes of Actionagainst that Entity have been settled or a Bankruptcy Court order with respect thereto has beenentered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to theDebtors or the Reorganized Debtors.E. No Distributions Pending AllowanceIf an objection, motion to estimate, or other challenge to a Claim is Filed, no payment orDistribution provided under the Plan shall be made on account of such Claim unless and until (andonly to the extent that) such Disputed Claim becomes an Allowed Claim.F. Distributions after AllowanceTo the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (ifany) shall be made to the Holder of such Allowed Claim in accordance with the provisions of thePlan, including the treatment provisions provided in Article IV of the Plan.G. Claim Resolution Procedures CumulativeAll of the Claims, objection, estimation, and resolution procedures in the Plan are intendedto be cumulative and not exclusive of one another. Claims may be estimated and subsequentlysettled, compromised, withdrawn, or resolved in accordance with the Plan without further noticeor Bankruptcy Court approval.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11178 o of f1 1334556H. Single Satisfaction of Claims and InterestsIn no case shall the aggregate value of all property received or retained under the Plan onaccount of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim orInterest plus applicable interest required to be paid hereunder, if any.ARTICLE VIIIEFFECT OF CONFIRMATION OF THE PLANA. Discharge of Claims and Termination of InterestsPursuant to section 1141(d) of the Bankruptcy Code, and except as otherwisespecifically provided in the Plan or in any contract, instrument, or other agreement ordocument created pursuant to the Plan, the Distributions, rights, and treatment that areprovided in the Plan shall be in complete satisfaction, discharge, and release, effective as ofthe Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,including any interest accrued on Claims or Interests from and after the Petition Date,whether known or unknown, against, liabilities of, Liens on, obligations of, rights against,and Interests in, the Debtors or any of their assets or properties, regardless of whether anyproperty shall have been distributed or retained pursuant to the Plan on account of suchClaims and Interests, including demands, liabilities, and Causes of Action that arose beforethe Effective Date, any liability (including withdrawal liability) to the extent such Claims orInterests relate to services performed by employees of the Debtors prior to the Effective Dateand that arise from a termination of employment, any contingent or non-contingent liabilityon account of representations or warranties issued on or before the Effective Date, and alldebts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, ineach case whether or not: (a) a Proof of Claim based upon such debt or right is Filed ordeemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest basedupon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code;or (c) the Holder of such a Claim or Interest has accepted the Plan. The Combined Ordershall be a judicial determination of the discharge of all Claims and Interests subject to theoccurrence of the Effective Date.B. Release of LiensExcept as otherwise provided in or pursuant to the New Security Documents, thePlan, the Combined Order, or any other contract, instrument, release, or other agreementor document created pursuant to the Plan, on the Effective Date and concurrently with theapplicable Distributions made pursuant to the Plan and, in the case of a Secured Claim,satisfaction in full of the portion of the Secured Claim that is Allowed as of the EffectiveDate, except for Other Secured Claims that the Debtors elect to Reinstate in accordance withArticle III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or othersecurity interests against any property of the Estates or the Debtors' affiliates for the benefitof Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other securityinterests against any property of the Estates shall be fully released and discharged, and allof the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges,or other security interests shall revert to the Reorganized Debtors and their successors andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11189 o of f1 1334557assigns, other than, for the avoidance of doubt, the Liens and security interests grantedpursuant to, or in connection with, the Facility Agreement Amendments Documents, theAmended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documentsor the Security Documents (as defined in the Notes Amendments Documents). Any Holderof such Secured Claim (and the applicable agents for such Holder) shall be authorized anddirected, at the sole cost and expense of the Reorganized Debtors, to release any collateral orother property of any Debtor (including any cash collateral and possessory collateral) heldby such Holder (and the applicable agents for such Holder), and to take such actions as maybe reasonably requested by the Reorganized Debtors to evidence the release of such Lien,including the execution, delivery, and filing or recording of such releases. The presentationor filing of the Combined Order to or with any federal, state, provincial, or local agency ordepartment shall constitute good and sufficient evidence of, but shall not be required toeffect, the termination of such Liens.C. Releases by the DebtorsExcept as otherwise specifically provided in the Plan or the Combined Order,pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, asof the Effective Date, each Released Party is deemed released and discharged by the Debtors,the Reorganized Debtors, and their Estates from any and all Causes of Action, including anyAvoidance Actions and derivative claims asserted on behalf of the Debtors, that the Debtors,the Reorganized Debtors, or their Estates would have been legally entitled to assert in theirown right (whether individually or collectively) or on behalf of the Holder of any Claim orCause of Action against, or Interest in, a Debtor or other Entity, whether known or unknown,foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereafterarising in law, equity, contract, tort, or otherwise, based on or relating to, or in any mannerarising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuringefforts, intercompany transactions between or among the Debtors or between the Debtorsand their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement Documents,the Prepetition Finance Documents, the Chapter 11 Cases, the formulation, preparation,dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure Statement,the Definitive Documents, the Facility Agreement Amendments Documents, the NotesAmendments Documents, the New Money Documents, the New Security Documents, theRights Offering Documents, the Restructuring Implementation Deed, the Plan, or anyRestructuring Transaction, contract, instrument, release, or other agreement or documentcreated or entered into in connection with the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents or the Plan, the filing of the Chapter 11 Cases, the pursuit ofConfirmation, the pursuit of Consummation, the administration and implementation of thePlan, including the issuance or Distribution of Securities pursuant to the Plan, or theDistribution of property under the Plan, the Lock-Up Agreement, or any other relatedagreement, or upon any other act or omission, transaction, agreement, event, or otheroccurrence taking place on or before the Effective Date. Notwithstanding anything to thecontrary in the foregoing, the releases set forth above do not release (i) any post-EffectiveDate obligations of any party or Entity under the Plan, the Lock-Up Agreement, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11290 o of f1 1334558Restructuring Implementation Deed, the Rights Offering Documents (including theBackstop Agreement), the Notes Amendments Documents, the New Money Documents, theNew Security Documents, the Definitive Documents, the Facility Agreement AmendmentsDocuments, or any Restructuring Transaction, or any document, instrument, or agreement(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) anyCauses of Action specifically retained by the Debtors pursuant to the Schedule of RetainedCauses of Action, (iii) any Cause of Action that is judicially determined by a Final Order tohave constituted actual fraud, willful misconduct gross negligence of an Entity other than aDebtor, (iv) any Cause of Action against a Released Party arising from any obligations owedto or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is nototherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature andarising in the ordinary course of business, such as accounts receivable and accounts payableon account of goods and services being performed, or (vi) any Cause of Action against aHolder of a Disputed Claim to the extent necessary to administer and resolve such DisputedClaim solely in accordance with the Plan.D. Releases by Holders of Claims and InterestsExcept as otherwise specifically provided in the Plan or the Combined Order, as ofthe Effective Date, each Releasing Party is deemed to have released and discharged eachDebtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whetherknown or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,existing or hereafter arising in law, equity, contract, tort, or otherwise, including anyderivative claims asserted on behalf of the Debtors, that such Entity would have been legallyentitled to assert (whether individually or collectively), based on or relating to, or in anymanner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-courtrestructuring efforts, intercompany transactions between or among the Debtors or betweenthe Debtors and their non-Debtor Affiliates, the Facility Agreement, the Facility AgreementDocuments, the Prepetition Finance Documents, the Chapter 11 Cases, the formulation,preparation, dissemination, negotiation, or filing of the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or anyRestructuring Transaction, contract, instrument, release, or other agreement or documentcreated or entered into in connection with the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuitof Confirmation, the pursuit of Consummation, the administration and implementation ofthe Plan, including the issuance or Distribution of Securities pursuant to the Plan, or theDistribution of property under the Plan, or the Lock-Up Agreement. Notwithstandinganything to the contrary in the foregoing, the releases set forth above do not release (i) anypost-Effective Date obligations of any party or Entity under the Plan, any RestructuringTransaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the RightsOffering Documents (including the Backstop Agreement), the Notes AmendmentsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12201 o of f1 1334559Documents, the New Money Documents, the New Security Documents, the DefinitiveDocuments, the Facility Agreement Amendments Documents, or any other document,instrument, or agreement (including those set forth in the Plan Supplement) executed toimplement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuantto the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judiciallydetermined by a Final Order to have constituted actual fraud, willful misconduct, or grossnegligence, (iv) any Cause of Action against a Released Party arising from any obligationsowed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is nototherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature andarising in the ordinary course of business, such as accounts receivable and accounts payableon account of goods and services being performed, or (vi) any Cause of Action against aHolder of a Disputed Claim to the extent necessary to administer and resolve such DisputedClaim solely in accordance with the Plan.E. ExculpationExcept as otherwise expressly provided in the Plan or the Combined Order, to thefullest extent permitted by applicable law, no Exculpated Party shall have or incur, and eachExculpated Party is released and exculpated from any and all Causes of Action arising fromthe Petition Date to the Effective Date whether known or unknown, foreseen or unforeseen,asserted or unasserted, matured or unmatured, existing or hereafter arising in law, equity,contract, tort or otherwise, for any claim related to any act or omission in connection with,relating to, or arising out of the Debtors, the Debtors’ in- or out-of-court restructuringefforts, intercompany transactions between or among the Debtors or between the Debtorsand their non-Debtor Affiliates, the Facility Agreement, the Prepetition Finance Documents,the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing ofthe Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the FacilityAgreement Amendments Documents, the Notes Amendments Documents, the New MoneyDocuments, the New Security Documents, the Rights Offering Documents, the RestructuringImplementation Deed, the Plan, or any Restructuring Transaction, contract, instrument,release, or other agreement or document created or entered into in connection with the Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility AgreementAmendments Documents, the Notes Amendments Documents, the New Money Documents,the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit ofConfirmation, the pursuit of Consummation, the administration and implementation of thePlan, including the issuance of Securities pursuant to the Plan, or the Distribution ofproperty under the Plan, the Lock-Up Agreement, or any other related agreement, exceptfor claims related to any act or omission that is determined in a Final Order to haveconstituted actual fraud, willful misconduct, or gross negligence, but in all respects suchEntities shall be entitled to reasonably rely upon the advice of counsel with respect to theirduties and responsibilities pursuant to the Plan. The Exculpated Parties have, and uponcompletion of the Plan shall be deemed to have, participated in good faith and in compliancewith the applicable laws with regard to the solicitation of votes and Distribution ofconsideration pursuant to the Plan and, therefore, are not, and on account of suchDistributions shall not be, liable at any time for (i) any post-Effective Date obligations of anyCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12212 o of f1 1334560party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, theRestructuring Implementation Deed, or any document, instrument, or agreement (includingthose set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes ofAction specifically retained by the Debtors pursuant to the Schedule of Retained Causes ofAction, (iii) any Cause of Action (other than a Cause of Action against the Debtors, theReorganized Debtors, or any Related Party of the Debtors) unknown to such ExculpatedParty as of the Effective Date that arises out of actual fraud or gross negligence of an Entityother than such Exculpated Party, or (iv) the violation of any applicable law, rule, orregulation governing the solicitation of acceptances or rejections of the Plan or suchDistributions made pursuant to the Plan.F. InjunctionUpon entry of the Combined Order, all Persons and Entities shall be enjoined fromtaking any actions to interfere with the implementation or consummation of this Plan or thevesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtorspursuant to this Plan.Except as otherwise specifically provided in the Plan or for obligations issued orrequired to be paid pursuant to the Plan or the Combined Order, all Entities who have held,hold, or may hold claims or interests that have been released, discharged, or are subject toexculpation are permanently enjoined, from and after the Effective Date, from taking any ofthe following actions (collectively, the “Covered Matters”) against, as applicable, the Debtors,the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the “CoveredEntities”): (a) commencing or continuing in any manner any action or other proceeding ofany kind on account of or in connection with or with respect to any such claims or interests;(b) enforcing, attaching, collecting, or recovering by any manner or means any judgment,award, decree, or order against such Entities on account of or in connection with or withrespect to any such claims or interests; (c) creating, perfecting, or enforcing anyencumbrance of any kind against such Entities or the property or the estates of such Entitieson account of or in connection with or with respect to any such claims or interests; (d)asserting any right of setoff, subrogation, or recoupment of any kind against any obligationdue from such Entities or against the property of such Entities on account of or in connectionwith or with respect to any such claims or interests unless such Holder has Filed a motionrequesting the right to perform such setoff on or before the Effective Date, andnotwithstanding an indication of a claim or interest or otherwise that such Holder asserts,has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and(e) commencing or continuing in any manner any action or other proceeding of any kind onaccount of or in connection with or with respect to any such claims or interests released orsettled pursuant to the Plan.With respect to any Covered Entity, no Entity or Person may commence or continueany action, employ any process, or take any other act to pursue, collect, recover or offset anyClaim, Interest, debt, obligation, or Cause of Action relating or reasonably likely to relate toany act or commission in connection with, relating to, or arising out of a Covered Matter(including one that alleges the actual fraud, gross negligence, or willful misconduct of aCovered Entity), unless expressly authorized by the Bankruptcy Court after (1) itCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12223 o of f1 1334561determines, after a notice and a hearing, such Claim, Interest, debt, obligation, or Cause ofAction is colorable and (2) it specifically authorizes such Entity or Person to bring suchClaim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdictionto determine whether any such Claim, Interest, debt, obligation or Cause of Action iscolorable and, only to the extent legally permissible and as provided for in Article XI, shallhave jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,or Cause of Action.G. Reimbursement or ContributionIf the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entitypursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim iscontingent as of the time of allowance or disallowance, such Claim shall be forever disallowedand expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to theConfirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevantHolder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has beenentered prior to the Confirmation Date determining such Claim as no longer contingent.ARTICLE IXCONDITIONS PRECEDENT TO THE EFFECTIVE DATEA. Conditions Precedent to the Effective DateIt shall be a condition to the Effective Date that the following conditions shall have beensatisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and theMajority Participating Lenders, or waived pursuant to Article IX.B of the Plan:1. the Combined Order in form and substance acceptable to the Majority CoreNoteholder Group and the Majority Participating Lenders shall be a Final Order ;2. the Transaction Documents and the New Security Documents, shall be in form andsubstance acceptable to the Majority Core Noteholder Group and the MajorityParticipating Lenders (with all conditions precedent thereto having been satisfiedor waived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date);3. the Backstop Agreement shall remain in full force and effect and shall not haveterminated pursuant to its terms;4. the Rights Offering shall have been conducted, in all material respects, inaccordance with the Rights Offering Procedures;5. issuance of the Noteholder Ordinary Shares (with all conditions precedent theretohaving been satisfied or waived, other than the occurrence of the Effective Date),in each case, in accordance with the Plan, the Lock-Up Agreement, and theRestructuring Implementation Deed;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12234 o of f1 13345626. all conditions precedent to the issuance of the Exchange Notes have been satisfiedor waived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date, in each case, inaccordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;7. all conditions precedent to the issuance of the New Money Notes have beensatisfied or waived, other than the occurrence of the Effective Date and thoseconditions precedent that are expected to occur on the Effective Date, in each case,in accordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;8. all conditions precedent to the effectiveness of the SSRCF have been satisfied orwaived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date, in each case, inaccordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;9. all other applicable Definitive Documents shall be in form and substance acceptableto the Majority Core Noteholder Group and the Majority Participating Lenders(with all conditions precedent thereto having been satisfied or waived, other thanthe occurrence of the Effective Date and those conditions precedent that areexpected to occur on the Effective Date);10. the establishment and funding of the Professional Fee Escrow Account;11. payment of all fees, costs and expenses required to be paid under the Lock-UpAgreement, the Backstop Agreement, and the other Transaction Documents and inaccordance with the Lock-Up Agreement, including the Restructuring Expenses (tothe extent not already paid);12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be aFinal Order;13. the Agreed Steps Plan and evidence that steps and transactions referred to thereinas steps/transactions to be undertaken on or prior to the Effective Date shall havebeen or will be duly completed to the satisfaction of the Majority Core NoteholderGroup and the Majority Participating Lenders in accordance with the Plan, theLock-Up Agreement, and the Restructuring Implementation Deed;14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to theTreatment in Class 5 shall have been paid in full in Cash;15. all requisite governmental authorities and third parties will have approved orconsented to the Restructuring Transactions and any applicable waiting periodunder applicable law (including with respect to antitrust laws) shall have expired,in either case, to the extent required;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12245 o of f1 133456316. no court of competent jurisdiction or other competent governmental or regulatoryauthority shall have issued any order making illegal or otherwise preventing orprohibiting the consummation of any Restructuring Transactions;17. the Debtors shall have implemented the Restructuring Transactions and alltransactions contemplated by, and in accordance with, the Lock-Up Agreement, theAgreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and18. either:i) the Lock-Up Agreement shall not have been terminated and shall remain in full forceand effect; orii)(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RPCertificate to the Consenting Creditors;(b) the Lock-Up Agreement shall not have been terminated other than pursuant toclause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and suchtermination shall have occurred not more than 122 days before the EffectiveDate; and(c) the Company shall have delivered to the Consenting Creditors a LUACompliance Certificate;(d) no event or circumstance has occurred which (with the expiry of any graceperiod, the giving of any notice or any combination of the foregoing) wouldhave resulted in a termination right arising in favor of (i) the Majority CoreNoteholder Group or the Majority Participating Lenders under paragraphs (c)to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination byParticipating Lenders with respect to Participating Lenders only) of the Lock-Up Agreement or (ii) the Majority Participating Lenders or the MajorityConsenting Noteholders under paragraph (f) of Clause 8.3 (Voluntarytermination) of the Lock-Up Agreement (in each case, as if it had not alreadyterminated) and none of the Majority Core Noteholder Group, the MajorityParticipating Lenders nor the Majority Consenting Noteholders have deliverednotice to the Company confirming that it or they would have terminated theLock-Up Agreement on the basis of such event or circumstance if the Lock-UpAgreement had still been in full force and effect; and(e) neither the Majority Core Noteholder Group nor the Majority ParticipatingLenders have delivered an Effective Date Failed CP Notice to the Company.B. Waiver of Conditions PrecedentThe Debtors, with the prior written consent (which may be provided through electronicmail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waiveCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12256 o of f1 1334564any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or asotherwise provided in the Lock-Up Agreement without any notice to any other parties in interestand without any further notice to or action, order, or approval of the Bankruptcy Court, and withoutany formal action other than proceeding to confirm and consummate the Plan. The failure of theDebtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of theforegoing rights shall not be deemed a waiver of any other rights, and each such right shall bedeemed an ongoing right, which may be asserted at any time.ARTICLE XMODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLANA. Modification of PlanSubject to the limitations and terms contained in the Plan, the Debtors reserve the right to(1) amend or modify the Plan before the entry of the Combined Order consistent with the termsset forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) afterthe entry of the Combined Order, the Debtors or the Reorganized Debtors, as applicable, may,upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b)of the Bankruptcy Code, subject to the Lock-Up Agreement, to remedy any defect or omission, orreconcile any inconsistency in the Plan in such manner as may be necessary to carry out thepurpose and intent of the Plan consistent with the terms set forth herein, in each case set forth inthe preceding clauses (1) and (2) with the prior written consent (which may be provided throughelectronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to theConsenting Creditors (or, if a Consenting Creditor does not have counsel, to such ConsentingCreditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as isreasonably practicable, prior to withdrawing the Plan.B. Effect of Confirmation on ModificationsEntry of the Combined Order shall constitute approval of all modifications to the Planoccurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and afinding that such modifications to the Plan do not require additional disclosure or resolicitationunder Bankruptcy Rule 3019.C. Withdrawal of PlanThe Debtors reserve the right, subject to the terms of the Lock-Up Agreement and theapproval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to anyor all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtorsrevoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) thePlan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan,assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, andany document or agreement executed pursuant hereto will be null and void in all respects; and (3)nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, Interests, orCauses of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any otherEntity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by anyDebtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement thatCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12267 o of f1 1334565survive the termination of these agreements (each, according to its terms) shall remain in effect inaccordance with the terms thereof.ARTICLE XIRETENTION OF JURISDICTIONNotwithstanding the entry of the Combined Order and the occurrence of the Effective Date,the Bankruptcy Court shall retain jurisdiction over all matters arising out of, or related to, theChapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code,which shall be exclusive jurisdiction within the territorial jurisdiction of the United States,including jurisdiction to:1. subject to Article VII.A of the Plan, allow, disallow, determine, liquidate, classify,estimate, or establish the priority, secured or unsecured status, or amount of anyClaim or Interest, including the resolution of any request for payment of any Claimor Interest and the resolution of any and all objections to the secured or unsecuredstatus, priority, amount, or allowance of Claims or Interests;2. decide and resolve all matters related to the granting and denying, in whole or inpart, any applications for allowance of compensation or reimbursement of expensesto Professionals authorized pursuant to the Bankruptcy Code or the Plan;3. resolve any matters related to Executory Contracts or Unexpired Leases, including:(a) the assumption or assumption and assignment of any Executory Contract orUnexpired Lease to which a Debtor is party or with respect to which a Debtor maybe liable and to hear, determine, and, if necessary, liquidate, any Cure or Claimsarising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)any potential contractual obligation under any Executory Contract or UnexpiredLease that is assumed; and (c) any dispute regarding whether a contract or lease isor was executory or expired;4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuantto the provisions of the Plan and adjudicate any and all disputes arising from orrelating to Distributions under the Plan;5. adjudicate, decide, or resolve any motions, adversary proceedings, contested orlitigated matters, and any other matters, and grant or deny any applicationsinvolving a Debtor that may be pending on the Effective Date;6. enter and implement such orders as may be necessary or appropriate to execute,implement, or consummate the provisions of (a) contracts, instruments, releases,indentures, and other agreements or documents approved by Final Order in theChapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,releases, indentures, and other agreements or documents created in connection withthe Plan;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12278 o of f1 13345667. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a)of the Bankruptcy Code;8. grant any consensual request to extend the deadline for assuming or rejectingUnexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;9. issue injunctions, enter and implement other orders, or take such other actions asmay be necessary or appropriate to restrain interference by any Entity withConsummation or enforcement of the Plan;10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, orCauses of Action in connection with or in any way related to the Chapter 11 Cases,including: (a) with respect to the repayment or return of Distributions and therecovery of additional amounts owed by the Holder of a Claim or an Interest foramounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to thereleases, injunctions, and other provisions contained in Article VIII of the Plan,including entry of such orders as may be necessary or appropriate to implementsuch releases, injunctions, and other provisions; (c) that may arise in connectionwith the Consummation, interpretation, implementation, or enforcement of the Planand the Combined Order; or (d) related to section 1141 of the Bankruptcy Code;11. decide and resolve all matters related to the issuance of the Noteholder OrdinaryShares and the New Money Notes and the execution of the Transaction Documents;12. enter and implement such orders as are necessary or appropriate if the CombinedOrder is for any reason modified, stayed, reversed, revoked, or vacated;13. consider any modifications of the Plan, to cure any defect or omission, or toreconcile any inconsistency in any Bankruptcy Court order, including theCombined Order;14. hear and determine matters concerning state, local, and federal taxes in accordancewith sections 346, 505, and 1146 of the Bankruptcy Code;15. enter an order or Final Decree concluding or closing the Chapter 11 Cases;16. enforce all orders previously entered by the Bankruptcy Court; and17. hear and determine any other matters related to the Chapter 11 Cases and notinconsistent with the Bankruptcy Code or title 28 of the United States Code.provided, in each case, that the Bankruptcy Court shall not retain jurisdiction over matters arisingfrom agreements or documents (or performance under agreements or documents) contained in thePlan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forumselection, or dispute resolution clause that refers matters to or permits a Person to bring actionsbefore a different court or forum, and any matters arising from agreements or documents (orperformance under any agreements or documents) contained in the Plan Supplement or any otherDefinitive Documents that contain such clauses shall be governed in accordance with theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12289 o of f1 1334567provisions of such agreements or documents; provided, further, that if the Bankruptcy Courtabstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdictionover any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of thisArticle XI shall have no effect upon and shall not control, prohibit, or limit the exercise ofjurisdiction by any other court having jurisdiction with respect to such matter.ARTICLE XIIMISCELLANEOUS PROVISIONSA. Immediate Binding EffectNotwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon theoccurrence of the Effective Date, the terms of the Plan shall be immediately effective andenforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and allHolders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to haveaccepted the Plan), all Entities that are parties to or are subject to the settlements, compromises,releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiringproperty under the Plan, and any and all non-Debtor parties to Executory Contracts and UnexpiredLeases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted,or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claimor Interest has voted on the Plan.B. Additional DocumentsOn or before the Effective Date, the Debtors may File with the Bankruptcy Court suchagreements and other documents as may be necessary or appropriate to effectuate and furtherevidence the terms and conditions of the Plan; provided, however, that such agreements and otherdocuments shall be consistent in all material respects with the terms and conditions of the Lock-Up Agreement, including the condition that such agreements and other documents shall be in formand substance reasonably acceptable to the Majority Participating Lenders and the Majority CoreNoteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders ofClaims and Interests receiving Distributions pursuant to the Plan and all other parties in interestshall, from time to time, prepare, execute, and deliver any agreements or documents and take anyother actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.C. Payment of Statutory FeesPrior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28U.S.C. § 1930(a)(6) and shall File monthly reports in a form reasonably acceptable to the U.S.Trustee. On or after the Effective Date, the Reorganized Debtors shall pay any and all fees whendue and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonablyacceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees tothe U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12390 o of f1 1334568D. Reservation of RightsExcept as expressly set forth herein, the Plan shall have no force or effect unless theBankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statementor provision contained in the Plan, including the amounts set forth in Article III.D, or the takingof any action by any Debtor or any party in interest with respect to the Plan, the DisclosureStatement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of anyrights of any party in interest prior to the Effective Date.E. Successors and AssignsThe rights, benefits, and obligations of any Entity named or referred to in the Plan shall bebinding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign,Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of eachsuch Entity.F. Service of DocumentsAfter the Effective Date, any pleading, notice, or other document required by the Plan tobe served on or delivered to the Reorganized Debtors shall be served on:Reorganized Debtors Intrum ABRiddargatan 10Stockholm, Sweden 11435Attention: Niklas LundquistCounsel to Debtors Porter Hedges LLP1000 Main St., 36thHouston, TX 77002Attn.: John F. Higgins ([email protected])Milbank LLP55 Hudson YardsNew York, New York 10001Attn.: Dennis F. Dunne ([email protected])Jaimie Fedell ([email protected])Counsel to Consenting NoteholdersLatham & Watkins LLP1271 Avenue of the AmericasNew York, New York 10020Attn.: Adam J. Goldberg ([email protected])Ebba Gebisa ([email protected])Brian S. Rosen ([email protected])Thomas Fafara ([email protected])CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13301 o of f1 1334569Counsel to the RCF SteerCo Group Clifford Chance US LLPTwo Manhattan West375 9th AvenueNew York, NY 10001Maja Zerjal Fink ([email protected])Robert Johnson ([email protected])Madelyn Nicolini ([email protected])United States Trustee Office of the United States Trusteefor the Southern District of Texas515 Rusk Street, Suite 3516Houston, Texas 77002G. Term of Injunctions or StaysUnless otherwise provided herein or in the Combined Order, all injunctions or staysin effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code orany order of the Bankruptcy Court) and existing on the Confirmation Date (excluding anyinjunctions or stays contained in the Plan or the Combined Order) shall remain in full forceand effect until the Effective Date. All injunctions or stays contained in the Plan or theCombined Order shall remain in full force and effect in accordance with their terms.H. Entire AgreementExcept as otherwise indicated, and without limiting the effectiveness of the Lock-UpAgreement, the Plan supersedes all previous and contemporaneous negotiations, promises,covenants, agreements, understandings, and representations on such subjects, all of which havebecome merged and integrated into the Plan.I. Plan SupplementAll exhibits and documents included in the Plan Supplement are incorporated into and area part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed,copies of such exhibits and documents shall be made available upon written request to the Debtors’counsel at the address above or by downloading such exhibits and documents fromhttps://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website atwww.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to theextent any exhibit or document in the Plan Supplement is inconsistent with the terms of any partof the Plan that does not constitute the Plan Supplement, such part of the Plan that does notconstitute the Plan Supplement shall control.J. Non-SeverabilityIf, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Courtto be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shallhave the power to alter and interpret such term or provision to make it valid or enforceable to theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13312 o of f1 1334570maximum extent practicable, consistent with the original purpose of the term or provision held tobe invalid, void, or unenforceable, and such term or provision shall then be applicable as alteredor interpreted; provided that any such alteration or interpretation shall be consistent with the Lock-Up Agreement and in form and substance reasonably satisfactory to the Majority ConsentingCreditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of theterms and provisions of the Plan will remain in full force and effect and will in no way be affected,impaired, or invalidated by such holding, alteration, or interpretation. The Combined Order shallconstitute a judicial determination and shall provide that each term and provision of the Plan, as itmay have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceablepursuant to its terms; (2) integral to the Plan and may not be deleted or modified without theDebtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutuallydependent.K. Votes Solicited in Good FaithUpon entry of the Combined Order, the Debtors, the Consenting Creditors, and each oftheir respective Affiliates, agents, representatives, members, principals, shareholders, officers,directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan ingood faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of theBankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code inthe offer, issuance, sale, and purchase of Securities offered, issued, or sold under the Plan, and,therefore, neither any of such parties or individuals or the Reorganized Debtors will have anyliability for the violation of any applicable law, rule, or regulation governing the solicitation ofvotes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or soldunder the Plan.L. Closing of Chapter 11 CasesAfter an Estate has been fully administered, the Reorganized Debtors shall be authorized,but not directed, to submit an order to the Bankruptcy Court under certification of counsel to closethe applicable Chapter 11 Case in accordance with the Bankruptcy Code and Bankruptcy Rules.Furthermore, the Claims and Noticing Agent is authorized to destroy all paper/hardcopy recordsrelated to this matter two (2) years after the Effective Date has occurred.M. Waiver or EstoppelEach Holder of a Claim or an Interest shall be deemed to have waived any right to assertany argument, including the right to argue that its Claim or Interest should be Allowed in a certainamount, in a certain priority, secured or not subordinated by virtue of an agreement made with theDebtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, theDisclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed priorto the Confirmation Date.N. Creditor DefaultAn act or omission by a Holder of a Claim or an Interest in contravention of the provisionsof this Plan shall be deemed an event of default under this Plan. Upon an event of default, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13323 o of f1 1334571Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Orderand may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors inremedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Courtmay: (a) designate a party to appear, sign or accept the documents required under the Plan onbehalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan byorder of specific performance; (c) award judgment against such defaulting creditor in favor of theReorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors forthe damages caused by such default; and (d) make such other order as may be equitable that doesnot materially alter the terms of the Plan.O. 2002 Notice PartiesThe Combined Order shall provide that, after the Effective Date, the Debtors and theReorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documentspursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after theCombined Hearing to receive documents pursuant to Bankruptcy Rule 2002.[Remainder of page left intentionally blank]CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13334 o of f1 1334572Dated: December 18, 2024Respectfully submitted,By: /s/ Andrés Rubio .Name: Andrés RubioTitle: Chief Executive OfficerOn behalf of Intrum AB (pub) and its Debtor affiliateCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13345 o of f1 13345EXHIBIT CCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXAS (HOUSTON)IN RE:INTRUM AB,Debtor.........Case No. 24-90575Chapter 11515 Rusk StreetHouston, TX 77002Tuesday, December 31, 2024. . . . . . . . . . . . . . . . 11:00 a.m.TRANSCRIPT OF ORAL RULINGBEFORE THE HONORABLE CHRISTOPHER M. LOPEZUNITED STATES BANKRUPTCY COURT JUDGETELEPHONIC APPEARANCES:For the Debtor: Milbank LLPBy: ANDREW M. LEBLANC, ESQ.MELANIE W. YANEZ, ESQ.HANNAH BLAZEK, ESQ.JULIE WOLF, ESQ.1850 K Street NWWashington, DC 20006(202) 835-7574Milbank LLPBy: DENNIS F. DUNNE, ESQ.55 Hudson YardsNew York, NY 10001(212) 530-5770APPEARANCES CONTINUED.Audio Operator: Courtroom ECRO PersonnelTranscription Company: Access Transcripts, LLC10110 Youngwood LaneFishers, IN 46048(855) 873-2223www.accesstranscripts.comProceedings recorded by electronic sound recording,transcript produced by transcription service.1Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 2 of 382ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)APPEARANCES (Continued):For the Debtor: Kirkland & Ellis LLPBy: JAIMIE FEDELL, ESQ.333 W. Wolf Point PlazaChicago, IL 60654(312) 862-2000For the United StatesTrustee:Office of the United States TrusteeBy: CHRISTOPHER ROSS TRAVIS, ESQ.515 Rusk StreetSuite 3516Houston, TX 77002(202) 603-5225For RCF SteerCo Group: Clifford Chance US LLPBy: BRIAN LOHAN, ESQ.MAJA ZERJAL FINK, ESQ.MADELYN NICOLINI, ESQ.Two Manhattan West375 9th AvenueNew York, NY 10001(212) 878-8000Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 383ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 (Proceedings commence at 11:00 a.m.)2 THE COURT: Case Number 24-90575, which is Intrum AB3 and Intrum AB of Texas here in connection with an oral ruling4 on joint motion to dismiss and the plan confirmation.5 Before I begin, Mr. Leblanc, I just want to make6 sure, if you can just raise your hand, if you can hear me, just7 want to make sure that you can.8 Okay. And I guess before we get started, if you can9 also give me a hand in the air if things are still where they10 are and require me to rule.11 Okay. All right. Here we go. Before I begin, I12 want to thank all the attorneys and everyone who participated13 in the hearings that we had recently in December. I really14 thought a lot about the issues that are before the Court in15 connection with the motion to dismiss and in connection with16 plan confirmation. And I kind of took a couple of extra days17 to really think about the issues and go through the evidence.18 It's a big issue for many people, obviously, and I19 wanted to make sure that I was able to at least articulate my20 thoughts, hopefully in a way that people will understand. And21 so here's the Court's ruling. I'm just going to start reading.22 Intrum AB and Intrum AB of Texas, LLC started these23 Chapter 11 cases seeking confirmation of a prepackaged plan of24 reorganization. The plan is supported by a significant number25 of secured and unsecured lenders.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 4 of 384ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 And there is strong opposition from an ad hoc group2 of 2025 note holders. This ad hoc group moved to dismiss the3 case for lack of good faith under Section 1112(b) of the4 Bankruptcy Code. They also object to plan confirmation on5 several grounds.6 The Office of the United States Trustee objected to7 plan confirmation based on the outbound for consensual third8party releases under the plan. They also request that a9 minimum language in a confirmation order assuring parties who10 opted out of the consensual releases, that they're not bound by11 them.12 The U.S. Trustee also objected to exculpations, but13 at a hearing in mid-December, the debtors and the U.S.T.14 informed the Court that they had agreed to resolve that15 objection.16 The Court considered the motion to dismiss and plan17 confirmation in evidentiary hearings that took place on18 December 17th and the 19th. Many exhibits, including19 declarations, were admitted in the record. The Court heard20 live testimony from debtor CEO, the Chair of the Board of21 Intrum AB, and an expert witness on Swedish insolvency law.22 The Court took both matters under advisement and23 today provides its rulings.24 Note that the Court has jurisdiction under 28 U.S.C.25 1334(b). A motion to dismiss and plan confirmation issues areCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 5 of 385ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 court proceedings under 28 U.S.C. 157(b).2 So the Court has constitutional authority to enter3 final orders and judgments in accordance with Supreme Court's4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's5 been U.S. proper in this district under 28 U.S.C. 1408 and6 1409. I'm going to start with some background and then turn to7 the rulings.8 Intrum AB, whom I'll refer to as Intrum, is one of9 Europe's largest debt collection companies. Intrum is a10 Swedish company that operates in 22 countries and, in addition11 to debt collection services, provides credit management12 services to clients. Intrum, together with its debtor and non13debtor subsidiaries, employs about 10,000 people.14 Intrum's capital structure included a revolving15 credit facility, a term loan facility, and nine unsecured note16 issuances. The notes are made up of senior unsecured notes,17 medium term notes, and private placement notes. The revolver18 matures in 2026.19 The senior unsecured notes mature in 2020 to '25,20 2027 and 2028. These notes are governed by New York law. The21 medium term notes mature in '25 and in '26, and they're22 governed by Swedish law. The private placement notes mature in23 2025, and they're also governed by New York law.24 Before the start of these Chapter 11 cases, Intrum25 began experiencing financial challenges. It was facing highCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 6 of 386ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 inflation rates, high interest rates, slow growth, and a high2 cost of borrowing.3 To increase liquidity, Intrum publicly announced in4 January 2024 that it would sell a major portfolio of assets and5 use those proceeds to reduce debt. Markets reacted negatively,6 and Intrum's share price dropped significantly. Credit7 agencies downgraded Intrum and its affiliates, and Intrum's8 outstanding debt instruments began trading at a discount.9 According to Intrum's CEO, Mr. Rubio, who testified10 in court, some series of debt was trading as low as into the11 50s. Following the market reaction, Rubio testified Intrum12 believed it needed to restructure its debt to meet all of its13 long-term obligations. With cash on hand, it could likely14 satisfy an early 2025 maturity.15 The debt held by the objecting ad hoc group here, but16 without significant market access, it was not going to meet17 maturity in 2026 and after. The company wanted to amend and18 extend its debt, but with its debt rated at single C and its19 debt trading at meaningful discounts, and equity having come20 down significantly, Rubio said the company effectively had no21 market access.22 The company hired restructuring professionals to23 engage its lenders. Two groups formed. The first group was24 the ad hoc group who holds 2025 debt. A second group, who now25 supports the plan before the Court, holds some of the 2025 andCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 7 of 387ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 most of all of the '26, '27, and '28 debt.2 The 2025 ad hoc group's proposal was for Intrum to3 take its outstanding unsecured debt and 100 cents on the4 dollar, agree to an uptier transaction, give them security5 interests, and extend maturities on better terms. An uptier is6 a transaction where borrowers access new capital by amending7 their existing debt documents to permit what is often senior or8 superpriority debt. This proposal presumes that after the9 uptier, the remaining unsecured debt would trade further down,10 and Intrum could then get financing from the ad hoc group,11 third parties, or later repurchase its long-term debt at a12 discount.13 This Court and this district have extensive14 experience with uptiers and the potential litigation that comes15 along with them, especially those that aren't done on a pro16 rata basis.17 The second group offered what is essentially the plan18 before the Court, taking all the unsecured creditors, the '25,19 '26, '27, '28 notes, putting them in a single class in the20 plan, exchanging the debt for notes that mature in '27, '28,21 '29, and '30, essentially pushing out two years at a 10 percent22 discount. In return, Intrum would issue 10 percent of its23 equity to the note holders, along with improved interest rates,24 tighter covenants, and clearer enforcement.25 The proposal would also provide Intrum new money toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 8 of 388ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 go into the market and repurchase any notes trading at a2 discount to further enhance deleveraging. Rubio and Intrum's3 board chair, Mr. Lindquist, said Intrum eventually chose the4 second option. Rubio testified it provided near-term5 deleveraging and right-sized the company's overall projected6 debt maturity problem.7 Intrum eventually entered into a lock-up agreement8 with note holders from the proposed proposal group Intrum9 accepted. Intrum amended the lock-up agreement in August of10 2024 after reaching agreement with a group of lendings holding11 the majority of the revolver debt.12 In October of 2024, Intrum AB of Texas LLC, a wholly13owned subsidiary of Intrum, was created under Texas law. The14 lock-up agreement established the debtors' restructuring. The15 lock-up agreement in the debtors' Chapter 11 plan proposes to16 extend the revolver maturity date to 2028, reducing the17 revolver to about 1.16 billion, reinstates repayment of the18 senior secured loan, exchanges all existing unsecured notes19 into second lien exchange notes at a 10 percent discount to20 face value with new maturity dates proportionally from '27 to21 2030, over 550 million in new money coming in as a 1.5 lien for22 discounted buybacks, payment in full of all general unsecured23 claims, and two classes were entitled to vote on the plan. The24 revolver claims and the note claims.25 The plan treatment for all notes is the same underCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 9 of 389ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 the plan. Any difference in the payment on the ultimate claims2 amount is based on the terms of a particular debt instrument.3 The plan also contemplates that following confirmation of the4 plan, the debtors would start a proceeding in January that will5 allow for implementation of the plan around Intrum in Sweden6 through a Swedish company reorganization under the Swedish7 Company Reorganization Act. Swedish court would determine its8 own date for Intrum and the affected parties in any voting on a9 Swedish reorganization plan.10 In October of 2024, Intrum announced that in November11 of 2024 there would be a meeting. It would amend the terms of12 the notes and add Intrum Texas as a guarantor for the relevant13 notes. It was also announced that Intrum would seek to start a14 Chapter 11 bankruptcy case in Texas. This meeting occurred in15 November and before the cases started, Intrum Texas was added16 as a guarantor.17 The pre-petition solicitation of votes on the Chapter18 11 plan yielded great support. Lenders holding 100 percent by19 amount of voting claims under the revolver and holders of about20 82 percent by amount of voting claims under the notes voted to21 accept the plan.22 So the plan enjoys the overwhelming support of every23 voting class in addition to the secured lenders and its largest24 unsecured creditor.25 Around this time, the ad hoc 2025 note holder group,Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 10 of 3810ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 whose proposal was not accepted by Intrum, started litigation2 in Sweden seeking a declaratory judgment that amendments adding3 Intrum Texas as a guarantor were invalid. November 2024, the4 debtors started these Chapter 11 cases.5 As of the petition date, Intrum Texas is a guarantor6 under the revolver of the senior debt and the senior unsecured7 notes. As of the petition date, the principal balance is owed8 by Intrum under debt instruments were a little over a billion9 under the revolver, 95 million under the senior secured term10 loan, about 3.45 billion under the unsecured notes. That11 brings interim's total indebtedness to about 4.6 billion. And12 3.3 billion of that debt was scheduled to mature in 2025 and13 2026.14 The Court held combined hearings about the adequacy15 of the disclosure statement, plan confirmation, and the motion16 to dismiss on December 17th and December 19th. I'm going to17 start with the motion to dismiss.18 The ad hoc group seeks dismissal for three primary19 reasons. First, it argues the debtors are not suffering20 apparent financial distress, let alone immediate financial21 distress that would support the finding of good faith. The ad22 hoc group's focus on the financial distress requirement23 primarily comes from the 2023 Third Circuit decision in LTL24 Management, 64 F.4th 84 (3d Cir. 2023).25 In that case, the Third Circuit held that a debtorCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 11 of 3811ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 who does not suffer from apparent immediate financial distress2 cannot demonstrate its Chapter 11 petition serves a valid3 bankruptcy purpose supporting good faith. The ad hoc group4 relies also on a series of insolvency reports Intrum had5 prepared to comply with Swedish law. These reports show that6 Intrum could pay debts for the next 18 months, which means that7 the ad hoc 2025 notes could be paid in full.8 The ad hoc group also relies on Intrum public9 statements to the market that its proposed Chapter 11 case was10 not associated with insolvency or liquidation and that in11 October 2024, Intrum was saying that it was not currently12 experiencing any liquidity constraints or breach in any13 financial covenants under its current debt obligations.14 Second, the ad hoc group emphasizes that Intrum AB is15 domiciled in Sweden and has no operations, hard assets, or16 employees in the United States and that it created Intrum Texas17 before the filing for the purposes of depositing funds in a18 U.S. bank to quote, unquote, "manufacture U.S. venue and19 jurisdiction." That Intrum Texas itself has no hard assets,20 employees, or operations to reorganize.21 The ad hoc group believes this alone proves these22 Chapter 11 cases further no valid bankruptcy purpose and should23 be dismissed.24 Third, international comedy considerations may25 warrant favor of dismissal according to the 2025 ad hoc group.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 12 of 3812ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 For this argument, the ad hoc group focuses on cases like In2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which3 was actually decided in this very courtroom, where a bankruptcy4 judge in this district considered concepts of international5 comedy in determining that cause existed for dismissal under6 Section 1112.7 The ad hoc group also claims that Intrum's plan could8 not be confirmed under Swedish law and that a condition9 precedent to the plan going effective is a Swedish court10 approving the Swedish reorganization plan on a final basis.11 The ad hoc group believes that this Court is being asked to12 provide an advisory opinion on a restructuring that must be13 approved in Sweden, which has no international agreement to14 honor any order of this Court.15 The debtors and its -- the debtors vigorously16 disagree, and the supporting lender groups who voted in favor17 of the plan also disagree that this case should be dismissed18 and believe that these cases were filed in good faith.19 Interpreting the Bankruptcy -- the Code, interpreting20 the Bankruptcy Code begins with analyzing the text, Whitlock v.21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it22 said, in matters of statutory interpretation, text is always23 the alpha.24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,25 pincite 183 (2004), quote, "The preeminent canon of statutoryCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 13 of 3813ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 interpretation requires the Court to presume that the2 legislature says in a statute what it means and means in a3 statute what it says there."4 Section 1112(b) requires a bankruptcy court to5 convert a Chapter 11 case to one under Chapter 7 or to dismiss6 the case, whichever is in the best interest of creditors and7 the estate for cause, unless the Court determines that8 appointment of a trustee or an examiner under 1104(a) is in the9 best interest of creditors and the estate. The Bankruptcy Code10 provides a non-exclusive list of about 16 examples that11 constitute cause in 1112(b)(4).12 Section 102 of the bankruptcy court confirms,13 however, that the word includes in 1112(b)(4) is not to be14 construed as limiting.15 Sio while the examples of cause in 1112(b) are non16exclusive, we do learn something from them. They all refer to17 post-petition acts, failures to act, or events that occur after18 an estate is created by the filing of a bankruptcy petition.19 Here are a few examples.20 Substantial loss to or diminution of the estate,21 gross mismanagement of the estate, failure to maintain22 insurance that poses a risk to the estate, unauthorized use of23 cash collateral, failure to comply with an order of the Court,24 unexcused failure to timely pay or timely -- excuse me,25 unexcused failure to satisfy timely any filing or reportingCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 14 of 3814ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 requirement established by Title 11 or any bankruptcy rule,2 failure to attend a 341 meeting of creditors, failure to pay3 taxes owed after the petition date.4 Prepetition bad acts, bad actors, or poor managers5 are expressly addressed in a different part of Section 11126 where the Court can order the appointment of a trustee with7 oversight over the estate, convert the case, or appoint an8 examiner to investigate prepetition acts that may have harmed9 the estate.10 All of this makes sense when considered as a whole11 because the Court can only dismiss a case for cause if it's in12 the best interest of the estate and creditors.13 Fifth Circuit also provides guidance. Little Creek,14 779 F.2d 1068, 1072, pincite 1073 (5th Cir. 1986) provides15 guidance. That decision says the term cause affords16 flexibility to bankruptcy courts to find that the debtors17 filing for relief was not in good faith18 This point was also reiterated in In re Humble Place19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also20 instructs that considering the good faith of a filing requires21 a, quote, "On the spot evaluation of the debtors financial22 condition, motives, and the local financial realities."23 Little Creek was a single asset real estate, so all24 the specific factors listed in that case don't exactly fit25 every fact pattern. But I don't think one should focus tooCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 15 of 3815ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 much on Little Creek as a single asset real estate case.2 The Fifth Circuit's guidance was to conduct an on3the-spot evaluation. Heeding that guidance, a court should4 rule based upon all the circumstances before it and determine5 whether a debtor filed to pursue a valid bankruptcy purpose. I6 use bankruptcy purpose and not reorganization purpose7 intentionally because not every Chapter 11 debtor8 rehabilitates. Many liquidate. Chapter 11 expressly permits a9 debtor to file a liquidating plan.10 The Fifth Circuit in Little Creek noted that every11 bankruptcy statute since 1898 has incorporated or by judicial12 interpretation, a standard of good faith for the commencement,13 prosecution, and confirmation of bankruptcy proceedings.14 And historically, that's true. For example, before15 the enactment of the Bankruptcy Code, Section 141 of the16 Bankruptcy Act required a judge to enter an order approving a17 petition if the judge was satisfied the case was filed in good18 faith or to dismiss the case if not so satisfied. Thus, early19 approval by a judge was needed to even administer in a state.20 A judge didn't even have to hold a hearing. Section 146 of the21 act provided a non-limiting list of examples of what were22 deemed not good faith filings.\23 For example, that it was unreasonable to expect that24 a plan of reorganization could be affected was deemed a not25 good faith filing.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 16 of 3816ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Section 1112 of the Bankruptcy Code changed the2 timing in how the challenge to a lack of good faith filing can3 be raised. It's no longer an initial judicial assessment in4 order to administer the estate. A Chapter 11 petition filing5 is all Congress says it takes to create and enjoy the6 protection of the automatic stay.7 And because an estate is created, the Bankruptcy Code8 says a judge can only dismiss for cause upon consideration of9 the estate and creditors. There are steps and findings10 required before dismissal.11 Bankruptcy judges, however, continue to play an12 important role. Bankruptcy courts retained authority to13 dismiss cases under Section 1112. Does the fact that Section14 1112(b)(4)'s examples of cause are all post-petition mean that15 a court should not consider prepetition acts in a cause16 analysis at all? Of course not. Right? The opposite is true.17 The Fifth Circuit recognized that the good faith18 standards prevent abuse by debtors, quote, "whose overriding19 motive is to delay creditors without benefiting them in any way20 or to achieve reprehensible purposes," end quote. And21 determine that a lack of good faith constitutes cause under22 Section 1112(b). That's the pincites around 1071.23 Little Creek also says a good faith standard protects24 the jurisdictional integrity of the bankruptcy courts by25 rendering their powerful equitable weapons available only toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 17 of 3817ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 those debtors and creditors with, quote, "clean hands."2 So any analysis of good faith requires an on-the-spot3 analysis to consider the reasons for filing and the actions4 taken in the case. For example, a company that files a Chapter5 11 only to avoid paying creditors and has no prospects of6 proposing a viable Chapter 11 plan is a prime candidate for7 potential dismissal. Prepetition acts must be considered along8 with post-petition acts. Again, the focus is on the interest9 of the estate and creditors.10 And an on-the-spot analysis also allows a potentially11 unpopular debtor in the marketplace who, for example, may have12 had to close many of its locations a chance to prove its13 motives are right to right-size a business or maximize value14 for its creditors.15 I should also note that the U.S. Supreme Court has16 said that, quote, "Preserving going concerns and maximizing17 property available to satisfy creditors are valid bankruptcy18 purposes." That's the famous 203 North LaSalle decision, 52619 U.S. 434 pincite 453 (1999). And I agree with other courts20 that a good faith debtor who tries to preserve or create some21 value using the tools of bankruptcy is a good faith debtor.22 And it's not bad faith to use the tools of bankruptcy23 afforded by Congress in bankruptcy.24 The ad hoc group wants the Court to dismiss the case25 because there's no financial distress. And in LTL, the ThirdCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 18 of 3818ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Circuit dismissed the first Chapter 11 case of LTL Management,2 LLC. The Third Circuit, relying on prior Third Circuit cases,3 said the theme is clear. Absent financial distress, there's no4 reason for Chapter 11 and no valid bankruptcy purpose.5 As stated earlier, the ad hoc group relies on the6 solvency analysis Intrum had prepared to show that it could pay7 its debts for 18 months. That means it could have paid off the8 2025 notes in full and theoretically remained solvent.9 The ad hoc group also points to contemporaneous10 statements made by Intrum that it was insolvent. These facts,11 while all true, don't justify dismissing these cases.12 A few points here. First is that insolvency is not a13 requirement to be a debtor under the Bankruptcy Code. LTL and14 many cases around the country note that. But here's some15 additional textual and historical analysis to confirm it.16 Before the enactment of the Bankruptcy Code, an17 essential part of what was every Chapter X or Chapter 1018 petition, which was the reorganization for corporate entities,19 there was a Chapter 11 as well, but I'm going to focus on20 Chapter 10 here, was that the corporation was, quote,21 "insolvent or unable to pay its debts as they mature."22 Section 130 of the act required every Chapter X23 petition to state that. The corporation was insolvent or24 unable to pay its debts as they mature.25 Section 1, Subsection 19 of the act definedCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 19 of 3819ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 insolvency. A person was deemed insolvent within the2 provisions of the title whenever the aggregate of property3 shall not, at a fair valuation, be sufficient in an amount to4 pay debts. The insolvency or unable to pay debts in the5 ordinary course requirement was not included in the enactment6 of the Bankruptcy Code. The current bankruptcy petition asks7 no such questions anymore.8 There's no language requiring insolvency in Section9 109 of the Bankruptcy Code. I would also note that even the10 most recent edition of Subchapter 5 didn't require insolvency.11 It instead requires debtors to be engaged in commercial or12 business activities.13 Second, the express financial distress standard in14 LTL is not binding on this Court, but I think it could be a15 factor as part of the Little Creek on-the-spot evaluation. And16 I do consider the solvency analysis, the company's statements,17 that it could have paid the 2025 notes on time.18 But I also consider the CEO's statements about the19 financial condition Intrum was in after the downgrades. The20 company believed it needed to restructure all of its debts to21 meet all of its long-term obligations. With cash on hand, it22 could likely satisfy an early 2025 maturity that held by the ad23 hoc group, but that without any significant market access, it24 was not going to meet all of its maturities in 2026 and after.25 The company wanted to amend and extend its capitalCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 20 of 3820ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 structure, but with single -- but excuse me. With debt rate at2 single C, debt trading at meaningful discounts, and equity3 having come down 80 percent, Rubio said the company effectively4 had no market access. That's the company's motive, and filing5 was not to harm the 2025 note holders or some other bad faith6 motive.7 I also note that a company doesn't need to become8 insolvent or enter the zone of insolvency by paying off some9 debt after considering the effect of what that would mean.10 Would it be better for a company to wait to the last minute,11 even ensure more financial problems before engaging with12 lenders, wait till the last minute and not pay, and then file,13 or wait until debt is accelerated and then file Chapter 11, and14 then have to worry about contested use of cash collateral or15 financing for its case?16 If the runway of financial trouble is clear, then17 it's not bad faith or cause to dismiss these cases. The CEO's18 testimony was credible that while the company may have been19 solvent, paying the 2025 notes would not have solved its other20 problems in 2026 and beyond. It was already struggling to gain21 access to the credit markets.22 One also cannot look that there were billions coming23 due in 2026. The 2026 maturity was significant. It was over24 $2 billion.25 The company had every right to consider its long-termCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 21 of 3821ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 viability and employees, right, and we're not talking about,2 you know, debt that's coming online in, you know, five to ten3 years. We're talking 2026. Financial distress isn't an4 absolute gatekeeper.5 Even still, LTL is different than this case. The LTL6 court found in its filing, LTL didn't have any likely need in7 the present or the near term or even in the long term to8 exhaust its funding rights to pay claimants. The Third Circuit9 also said it would be unwise to attempt a tidy definition of10 financial distress justifying in all cases.11 Let's not over -- also overlook that these cases have12 massive creditor support. All right. Over 2 billion of13 noteholder claims voted to accept the plan. Coupled with the14 RCF claims, that's over 3 -- about 3.5 billion voting to15 accept. That's not even getting to the Court to consider the16 likelihood of a plan being confirmed before dismissal if it's17 in the best interest of the estate and creditors.18 Remember, the focus of Section 1112 is on the estate19 and creditors. In these cases, I do find there was current20 financial distress in the market and further distress, and it21 was foreseeable on the horizon.22 The company faced choosing an uptier and potentially23 upsetting most debt holders or seek a restructuring that amends24 and extends all its maturities by several years, which I find25 is another important point. They didn't try to stretch anyoneCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 22 of 3822ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 out 10 to 15 years unnecessarily, for example. The debtors2 have also acted in good faith in their requirements as Chapter3 11 debtors during these cases and have not sought delay in4 these cases.5 The debtors have not acted throughout these cases6 with any improper motives based upon the record before me as it7 relates to the company trying to reorganize in Chapter 11 or to8 restructure for bad faith reasons. There were valid bankruptcy9 purposes in filing these cases.10 The next argument is that Intrum should not be a U.S.11 Chapter 11 debtor. The ad hoc group points to these facts.12 Intrum may be as a Swedish company with no hard assets or13 employees in the United States. Intrum Texas was formed14 shortly before the case was filed as a limited liability15 company. Intrum Texas guaranteed the Intrum debt before the16 filing. Intrum Texas had an office that no one had gone to and17 no employees. Intrum Texas deposited about $50,000 into a18 Texas account to help bolster jurisdiction.19 The ad hoc group also argues that no immediate20 financial distress coupled with little to no U.S. ties makes21 this case different than other cases where foreign entities22 have started bankruptcy cases with an intent to file a foreign23 case later.24 Again, I'll start with the text of the Code. Section25 109 (a) of the Bankruptcy Code says who may be a Chapter 11Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 23 of 3823ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 debtor. It says a person who resides or has a domicile or2 place of business or property in the United States may be a3 debtor.4 The term person is defined to include corporate5 entities like Intrum Texas, which no one can test as a validly6 formed Texas entity. As a Texas entity, its domicile is Texas.7 And as a result, it can file anywhere in the state.8 Bankruptcy courts across the state are in uniformity on this9 point. So Intrum Texas had the right to seek Chapter 11 relief10 in the United States and in this district.11 It also owns a bank account worth about $50,000. The12 office is really more like a place to receive mail and serve13 documents. Intrum Texas, on the petition date, is also a14 guarantee on billions of debt.15 Intrum AB also owns cash in a Texas bank account, has16 retainers that were not fully expired before the petition date17 with Texas Council, and its subsidiaries have about $1.818 million in accounts receivable that flow to it from19 subsidiaries in the United States. Some of the debt is also20 governed by U.S. law, which some courts have said meets their21 property requirements for 109 purposes.22 As each entity on its own satisfies Section 109 for23 bankruptcy purposes, and Intrum Texas allows them to file in24 this district.25 These cases resemble another case recently filed inCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 24 of 3824ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 this district where a Swedish company seeks to reorganize under2 U.S. law and then start a case under Swedish restructuring law.3 Outside of this district, these are also similar cases to ones4 like SAS, Philippine Airlines, and Arcapita Bank, to name a5 few.6 I also stress and disagree with the ad hoc group 20257 note holders based on the on-the-spot analysis and8 consideration of the debtors' motives. I do find that there9 was current financial distress and current need to file for10 Chapter 11 bankruptcy.11 There's nothing wrong with reaching agreement with a12 majority of its lenders. And I do find that the board13 carefully considered two proposals, and I see nothing in the14 record before me that shows a proposal that satisfied all of15 its long-term debts and mitigated litigation risk.16 Now, based on the record before me, there's no bad17 motive for trying to save a company through restructuring in18 late 2024, going into 2025, and dealing with looming maturities19 to try to avoid. And nothing here was intended, based upon the20 record before me, to defraud or to intentionally design to harm21 a particular creditor group. This was a good-faith filing.22 If Intrum had filed a loan with no support, no real23 reason to be here, then I think you look at the case24 differently. But that's not the case that we have here. It's25 hard to imagine a prepacked case with billions of dollars ofCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 25 of 3825ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 secured and unsecured debt saying we support your decision to2 file and where you will file and the timing of the filing and3 agree to provide funding, and everyone will be treated equally4 on account of their claims, and general unsecured creditors5 will be paid in full and have that constitute cause as a bad6faith filing.7 Venue in this district is not at issue. It is being8 in the U.S. The debtors filing their Chapter 11 plan,9 supported by about 3.6 billion of about a little over 4 billion10 of debt holders, all of which want to be in the United States.11 It's a valid bankruptcy purpose for this case.12 Finally, arguments about comedy are rejected for the13 reasons I stated earlier, based on the on-the-spot analysis.14 Intrum's going to have to start a Swedish proceeding, and a15 Swedish court will exercise its judgment on any important16 matters before it.17 The ad hoc group cited to Yukos. This case is not18 like Yukos. Yukos' main asset was oil and gas that was19 actually still in Russia. Now, Yukos -- like in the ground.20 Yukos had disputes with the Russian Federation, filed a Chapter21 11 petition asking the bankruptcy court to halt the Russian22 government's tax collection actions and to obtain loans23 superior to the Russian government's claims. Yukos also wanted24 to serve Russian creditors by email and to compel the Russian25 government to submit to international arbitration. All of thatCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 26 of 3826ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 raised obvious questions about a bankruptcy court's2 jurisdiction to force participation of the Russian government,3 and there were natural international comedy considerations.4 But comedy is a consideration, though. One cannot5 overlook that Intrum is a Swedish company. Just like the Court6 found in Avianca, I don't think it's warranted here to have7 Intrum, you know, pause these proceedings and have Intrum start8 a Swedish proceeding before seeking release here or suspending9 these cases, especially on the record before this Court and the10 positions taken by the overwhelming creditor's support.11 I do note it is a conditioned proceeding of the12 effective date of this chapter -- of a Chapter 11 plan here for13 the Swedish reorganization plan to be confirmed. That's not14 uncommon in these kind of cases. A Swedish court will make its15 own determinations in the future. I have nothing to say about16 that.17 The effect of any confirmation order that I would18 enter is limited to its words and will have the effect of law19 that it has.20 So let me turn now to disclosure statement and plain21 confirmation issues.22 No party really disputed the disclosure statement,23 but I think the Court still has an independent duty to24 determine that the disclosure statement satisfies the25 applicable requirements of the Bankruptcy Code. I'm going toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 27 of 3827ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 note that the disclosure statement and the related exhibits2 contain sufficient information of the kind necessary to satisfy3 the disclosure statement requirements. It contains adequate4 information as such term as defined in Section 1125 of the5 Code.6 I'm going to find that the filing of the disclosure7 statement satisfied Bankruptcy Rule 3016 and the injunction8 released in the exculpation provisions in the plan and in the9 disclosure statement were described in bold font with specific10 and conspicuous language. In all, acts to be enjoined and11 identity of entities that would be subject to an injunction by12 this Court were in bold font and with conspicuous language, so13 Bankruptcy Rule 3016(c) was satisfying.14 I know the U.S.T. objects to language in one ballot15 that could be read to bind someone who opted out of the16 releases. To avoid any such confusion, the confirmation order17 will need to state that any party who opted out of the third18party releases in the plan is not bound by such releases.19 The ad hoc group of 2025 note holders objected to20 plan confirmation. They argued that the plan doesn't comply21 with 1129(a)(1) and (a)(2) because the plan was not proposed in22 good faith, provides for the payment of original issued23 discount disallowed under Section 502(b), and impairs parties'24 due process rights by enjoining challenges to the anticipated25 Swedish restructuring.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 28 of 3828ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Note that Section -- Bankruptcy Code does require2 that the plan be filed in good faith and not by any means3 forbidden by law. Fifth Circuit has held that good faith4 should be evaluated in light of the totality of the5 circumstances surrounding establishment of the plan,6 mindfulness of the purposes underlying the Code, and that7 generally where a plan is proposed with a legitimate and honest8 purpose to reorganize and has a reasonable hope of success, the9 good faith requirement is satisfied. That's the famous Village10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.11 2013).12 The good faith analysis here is about filing the13 plan, which is different than the 1112(b) good faith analysis,14 but you can see that the considerations, kind of the on-the15spot evaluation, looking at all the circumstances that surround16 either the filing of the case under 1112(b) and the17 consideration of how the plan was filed, the considerations18 that went into filing, the Fifth Circuit is consistent in how19 it considers analyses for good faith and gives bankruptcy20 courts and instructs bankruptcy courts to kind of consider21 everything in light of a case.22 The plan addressed Intrum's financial issues, which23 were significant. Let's be honest about it. The debtors had24 about 4.6 billion of funded debt obligations as of the petition25 date. Again, over $3 billion was set to mature over the courseCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 29 of 3829ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 of 2025 and 2026.2 The plan maximizes the value for all stakeholders3 through a deleveraging of the balance sheet and a4 reorganization of their capital structure, allows debtors to5 pay their debts when they become due, and is a step towards6 renewed access to the capital markets.7 And again, all note holders are being treated under8 the plan on a pari passu basis. So based upon the entire9 record before the Court, there's little doubt that this plan10 was proposed in good faith for an honest purpose to reorganize11 and has reasonable hope of success.12 The original issue discount objection is not really a13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide14 respectively that a plan and the plan proponent must comply15 with the applicable provisions of the Code and applicable law.16 Section 502(b)(2) of the Code governs allowances of claims and17 interests.18 And I need to determine whether certain amounts of19 the notes claims are allegedly arising from OID should be20 disallowed or allowed today. That's because no holder of notes21 is receiving more than the allow amount of its claim. All22 holders of its allowable claim, I should say. That's because23 no holder of notes is receiving more than its allowable claim.24 They're receiving about 90 percent of the value of their25 claims.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 30 of 3830ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 The ad hoc group objects to OID, but interestingly,2 not to the agreed inclusion of the post-petition interest.3 That's part of the allowed claim that benefits that group.4 But the real reason is that all of it works -- is5 because this plan approves a global settlement. It's really6 just about getting to the number, and that number is below the7 full value of the potential debt claims. The ad hoc group8 objects, but it's benefiting from the economics of the9 settlement. It will receive interest on its notes, and it's10 got one of the higher interest rates.11 So based upon the record, this is really undisputed,12 the settlement was necessary to implement the debtors'13 restructuring and to maximize the value for all stakeholders.14 Bankruptcy Rule 9019(b) provides for the Court authorization of15 the settlement, and the settlement can be, and the Bankruptcy16 Code allows settlements to be part of the plan.17 There's also no violation of Section 1123(a)(4).18 That requires a plan to provide the same treatment for each19 claim or interest of a particular class unless the holder of a20 particular claim agrees to less favorable treatment.21 Now, the equality addressed by 1123(a)(4) extends22 only to the treatment of the members of the same class of23 claims, not to the plan's overall treatment of the creditors24 holding those claims. Creditors shouldn't confuse similar25 treatment of claims with equal treatment of claims.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 31 of 3831ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Parties can receive the same distribution in a class,2 but then a subset of those creditors can receive other forms of3 compensation for matters unrelated to their plan, assuming4 there's a justification for it, right? Or there may be5 differences in the debt instruments within the proper class of6 claimants, like you have here, different issuances of notes.7 So allowances of what can be considered OID and the8 payment of certain fees to supporting creditors doesn't violate9 the equal treatment principle set forth in 1123(a)(4). That10 one set of note holders has different contractual entitlements11 to another so it doesn't render a plan unconfirmable.12 To the extent that there is OID, it's also allowable13 under the plan as part of the global settlement, right? The14 lockup agreement is also assumed, so the consent fees, which15 were offered and available to the ad hoc group prepetition, you16 know, can be approved and paid on those terms, right? These17 fees are not being paid on account of the claim. There's other18 consideration going on there.19 I would say that it appeared to the Court that20 certain -- at least the ad hoc group believed that they may be21 entitled to some OID. And I think if they think they should,22 then -- and I think I can review note agreement language and23 determine if they're entitled to it, but I don't think that's a24 bar to plan confirmation, right? Under the plan, again, all25 notes claims are subject to the same treatment and anyCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 32 of 3832ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 disparity of payment is based on the debt term documents. It's2 not caused by the plan.3 Finally, the injunction provisions, I think, are4 customary and appropriate. I don't think they preclude parties5 from raising issues of Swedish law. The confirmation does6 contain a number of findings and provisions authorizing the7 debtors to implement the plan.8 I think the injunction really just reiterates kind of9 keeping everything in place until the effective date of the10 plan, and again, that's really largely dependent upon factors11 that are outside of this Court. But nothing in the plan12 prevents the ad hoc group or others from, I think they have13 rights under Swedish law.14 Let me finally turn to the Office of the United15 States Trustee's objection on releases. It's kind of a common16 objection now here in the Office of the United States Trustee17 for around the country.18 Based upon the Supreme Court's recent decision in the19 Purdue Pharma case that resolved a circuit split about non20consensual third-party releases in Chapter 11 plans, the21 Supreme Court held that the Bankruptcy Code didn't authorize a22 release, an injunction that is part of a plan of reorganization23 under Chapter 11 effectively sought to discharge claims against24 a non-debtor without the consent of affected claimants. The25 Office of the United States Trustee is a party that hasCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 33 of 3833ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 statutory rights to appear and be heard on any matter.2 In this case, they can continue to raise this3 objection. I've got no issues with it. I think we have, quite4 frankly, some of the best United States Trustees in the United5 States. They're some of the hardest-working ones, too. A lot6 of cases get filed in this district, which requires that the7 Office of the United States Trustee works late. They work on8 weekends. And they have every right to fulfill what they9 believe is their duty to continue to raise these objections.10 I'm just going to disagree with them on this one.11 And to note, and I reiterate, and I've said this in the Diamond12 Sports confirmation hearing, and I also ruled in Robertshaw,13 that, you know, Purdue decision was about non-consensual third14party releases. Justice Gorsuch also clarified that nothing15 should cast doubt on consensual ones, and nothing is construed16 to question consensual third-party releases there. And I read17 those words literally.18 The Supreme Court, I'm not here to expand or narrow19 the scope of the Supreme Court's holding. And I do find that20 the consensual releases in the plan satisfy applicable law and21 the procedure for complex cases in the Southern District of22 Texas. Parties were provided detailed notice about the plan,23 the deadline to object to the plan confirmation, the voting24 deadline, the opportunity to opt out of the releases. They25 were made in conspicuous language.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 34 of 3834ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 The disclosure statement included a detailed2 description about the third-party releases, which were3 consensual, and the opt-out. The ballots allowed parties to4 carefully review those terms. Intrum also caused the third5party release language to be published.6 So based upon the record, the release is specific7 enough to put releasing parties about notice about the types of8 claims released and that the opt-out worked. There's no9 evidence in the record of coercion or confusion by parties. I10 also think that their consensual third-party releases were11 narrowly tailored to this case. They really related to, among12 other things, the debtors in their Chapter 11 cases, their13 estates.14 And there's a carve-out for actual fraud, willful15 misconduct, or gross negligence. So you know, any bad acts are16 not being released here.17 And I do know, and I think it's an important one, one18 that you don't often see, and you see it because it's a19 prepack. General unsecured creditors are paid in full, and20 they're not subject to the consensual third-party releases21 here. So concerns about the opt-out and potential unfisticated22 parties receiving it, really not an issue here.23 The ad hoc group of 2025 note-holders is led by some24 of the best lawyers in America. They have the opportunity to25 opt-out, and based upon the voting record, it appears they didCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 35 of 3835ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 just that.2 I would also note that there's unrefuted evidence3 that the third-party release was an integral part of the plan4 and a condition of the settlement set forth in the plan, and5 they were a core consideration, right, among the parties to6 their agreements and the lock-up and instrumental in the7 development of that.8 And they were instrumental in facilitating and9 gaining support for the plan. and the Chapter 11 cases. I'd10 note that the plan satisfies every other applicable code11 section under 1123 and 1129 and every other applicable plan12 confirmation-related section of the Code.13 I'd also note that the debtors, the professionals14 that have appeared before me, the actions of the board based15 upon the record before me, and every party who has appeared16 before me, and I also include the ad hoc group of 2025 note17holders, there was the unsecured creditors and the note-holder18 groups who supported the plan as well. I'm thinking about and19 looking out and seeing a couple of them here today. Everybody20 acted in good faith throughout the case, and they're entitled21 to those findings from me.22 I also find that based upon the record before me that23 the parties involved in the solicitation of the plan are24 entitled to the protections under Section 1125(e) of the25 Bankruptcy Code. So I'm going to affirm and confirm theCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 36 of 3836ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Chapter 11 plan of Intrum. I'm going to overrule and deny the2 motion to dismiss. I'm going to overrule all the plan3 confirmation objections.4 I'm just going to -- to the proposed confirmation5 order that was on file, I'm going to add a sentence. I did it6 in Robertshaw, too, that kind of added, kind of for the reasons7 as well stated today on the record, and then also kind of the8 language that I know that the Office of the United States9 Trustee was looking for. It's a sentence that we added in the10 Robertshaw confirmation order that just confirms that11 notwithstanding anything to the contrary, anybody who opted out12 is not bound by any such releases.13 And I'll get that on file and on the docket shortly.14 I'll get in orders on file.15 I know it's December 31st and different times16 everywhere else. I wish everyone a happy New Year, and I thank17 everyone for the excellence that was just throughout the entire18 process.19 I know I tell parties I try to get them something by20 the -- before then, but I really wanted to take the weekend to21 really kind of help crystallize and articulate some of the22 analysis, and I wanted to go back and do some additional23 studying and read cases and not rush it.24 It's an important case to many people for different25 reasons, and I wanted to make sure that -- I, you know, if ICase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 37 of 3837ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 wanted to take the time to read and think more, that I took2 every liberty to do so, and I'm comfortable with the Court's3 decision. So I thank everyone. Have a good day.4 We're adjourned.5 (Proceedings concluded at 11:56 a.m.)6 * * * * *789101112131415 C E R T I F I C A T I O N1617 I, Heidi Jolliff, court-approved transcriber, hereby18 certify that the foregoing is a correct transcript from the19 official electronic sound recording of the proceedings in the20 above-entitled matter.212223 ____________________________24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 202525 ACCESS TRANSCRIPTS, LLCCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 38 of 381UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISIONIn re:INTRUM AB, et al.,1Debtors.Chapter 11Case No. 24-90575 (CML)(Jointly Administered)NOTICE OF APPEALPursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texasfrom (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) theOrder (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and acopy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of theBankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and ConfirmationOrder (ECF No. 275) is attached as Exhibit C.Below are the names of all parties to this appeal and their respective counsel:1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 62I. APPELLANTA. Name of Appellant:The members of the AHC include:Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; CaiusCapital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; FirTree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolioof LMA SPC; Star V Partners LLC; and TQ Master Fund LP.Attorneys for the AHC:QUINN EMANUEL URQUHART & SULLIVAN, LLPChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: [email protected]@[email protected]@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: [email protected]@[email protected]. Positions of appellant in the adversary proceeding or bankruptcy case that isthe subject of this appeal:CreditorsCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 63II. THE SUBJECT OF THIS APPEALA. Judgment, order, or decree appealed from:The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statementand (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of OralRuling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECFNo. 275).B. The date on which the judgment, order, or decree was entered:The Motion to Dismiss Order and the Confirmation Order were entered on December 31,2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and theConfirmation Order on December 31, 2024.III. OTHER PARTIES TO THIS APPEALIntrum AB and Intrum AB of Texas LLCMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: [email protected]@milbank.com–and–Andrew M. Leblanc (admitted pro hac vice)Melanie Westover Yanez (admitted pro hac vice)1850 K Street, NW, Suite 1100Washington, DC 20006Telephone: (202) 835-7500Facsimile: (202) 263-7586Email: [email protected]@milbank.com–and–PORTER HEDGES LLPJohn F. Higgins (SBN 09597500)Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 64Eric D. Wade (SBN 00794802)M. Shane Johnson (SBN 24083263)1000 Main Street, 36th FloorHouston TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: [email protected]@[email protected]. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEALThe following chart lists certain parties that are not parties to this appeal, but that may havean interest in the outcome of the case. These parties should be served with notice of this appealby the Debtors who are aware of their identities and best positioned to provide notice.All Other Creditors of the Debtors, Including, But Not Limited To:• Certain funds and accounts managed by BlackRock Investment Management (UK)Limited or its affiliates;• Capital Four;• Davidson Kempner European Partners, LLP;• Intermediate Capital Managers Limited;• Mandatum Asset Management Ltd;• H.I.G. Capital, LLC;• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;• The RCF SteerCo Group;• Swedbank AB (publ).Any Holder of Stock of the Debtors• Any holder of stock of the Debtors, including their successors and assigns.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 65Respectfully submitted this 13th day of January, 2025.QUINN EMANUEL URQUHART &SULLIVAN, LLP/s/ Christopher D. PorterChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: [email protected]@[email protected]@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: [email protected]@[email protected] FOR THE AD HOC COMMITTEE OFINTRUM AB 2025 NOTEHOLDERSCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6CERTIFICATE OF SERVICEI, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy ofthe foregoing document has been served via the Electronic Case Filing System for the UnitedStates Bankruptcy Court for the Southern District of Texas./s/ Christopher D. PorterBy: Christopher D. PorterCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6EXHIBIT ACase 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 31IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB, et al.,1 ) Case No. 24-90575 (CML)))Jointly AdministeredDebtors. ))ORDER DENYING MOTION OF THE AD HOCCOMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) ANDFEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)(Related to Docket No. 27)This matter, having come before the Court upon the Motion of the Ad Hoc Committee ofHolders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion toDismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad HocCommittee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) andany other responses or objections to the Motion to Dismiss; and this Court having jurisdiction overthis matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court havingfound that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having foundthat it may enter a final order consistent with Article III of the United States Constitution; and thisCourt having found that the relief requested in the Objection is in the best interests of the Debtors’1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f2 32estates; and this Court having found that the Debtors’ notice of the Objection and opportunity fora hearing on the Motion to Dismiss and Objection were appropriate and no other notice need beprovided; and this Court having reviewed the Motion to Dismiss and Objection and havingheard the statements in support of the relief requested therein at a hearing before this Court; andthis Court having determined that the legal and factual bases set forth in the Objectionestablish just cause for the relief granted herein; and upon all of the proceedings had beforethis Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBYORDERED THAT:1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.2. This Court retains exclusive jurisdiction and exclusive venue with respect to allmatters arising from or related to the implementation, interpretation, and enforcement of this Order.DAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f2 3EXHIBIT BCase 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. ))ORDER (I) APPROVINGDISCLOSURE STATEMENT AND(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11PLAN OF INTRUM AB AND ITS AFFILIATEDDEBTOR (FURTHER TECHNICAL MODIFICATIONS)The above-captioned debtors and debtors in possession (collectively, the“Debtors”), having:a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (asamended and restated on August 15, 2024, and as further modified,supplemented, or otherwise amended from time to time in accordance with itsterms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,dated as of July 10, 2024, (as amended and restated on November 15, 2024 andas further modified, supplemented, or otherwise amended from time to time inaccordance with its terms), setting out the terms of the backstop commitmentsprovided by the Backstop Providers to backstop the entirety of the issuance ofNew Money Notes (as may be further amended, restated, amended and restated,modified or supplemented from time to time in accordance with the termsthereof, the “Backstop Agreement”) which set forth the terms of a consensualfinancial restructuring of the Debtors;b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of IntrumAB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (asthe same may be further amended, modified and supplemented from time totime, the “Plan”), by causing the transmittal, through their solicitation andballoting agent, Kroll Restructuring Administration LLC (“Kroll”), to theholders of Claims entitled to vote on the Plan of, among other things: (i) the1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f1 133452Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate (as the same may befurther amended, modified and supplemented from time to time, the“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on thePlan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials[Docket No. 7];c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases(these “Chapter 11 Cases”) by filing voluntary petitions in the United StatesBankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”or the “Court”) for relief under chapter 11 of title 11 of the United States Code(the “Bankruptcy Code”);d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials[Docket No. 7] (the “Solicitation Affidavit”);e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and theDisclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB andits Debtor Affiliate [Docket No. 17];f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of ofthe Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 14] (the“First Day Declaration”);g. Filed on November 17, 2024, the Declaration of Alex Orchowski of KrollRestructuring Administration LLC Regarding the Solicitation of Votes andTabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” andtogether with the Plan, the Disclosure Statement, the Ballots, and theSolicitation Affidavit, the “Solicitation Materials”);h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearingon (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,(II) Approving Solicitation Procedures and Form and Manner of Notice ofCommencement, Combined Hearing, and Objection Deadline, (III) FixingDeadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)Directing the United States Trustee Not to Convene Section 341 Meeting ofCreditors and (B) Waiving Requirement to File Statements of Financial Affairsand Schedules of Assets and Liabilities, and (V) Granting Related Relief[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)approved the prepetition solicitation and voting procedures, including theConfirmation Schedule (as defined therein); (ii) conditionally approved theDisclosure Statement and its use in the Solicitation; and (iii) scheduled theCombined Hearing on December 16, 2024, at 1:00 p.m. (prevailing CentralCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f1 133453Time) to consider the final approval of the Disclosure Statement and theconfirmation of the Plan (the “Combined Hearing”);i. served, through Kroll, on November 20, 2025, on all known holders of Claimsand Interests, the U.S. Trustee and certain other parties in interest, the Noticeof: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on theDisclosure Statement and Confirmation of the Plan, and (III) Certain ObjectionDeadlines (the “Combined Hearing Notice”) as evidence by the Affidavit ofService [Docket No. 160];j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to bepublished in the New York Times (national and international editions) and theFinancial Times (international edition), as evidenced by the Certificate ofPublication [Docket No. 148];k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors’Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support ofConfirmation of the Joint Prepackaged Plan of Reorganization of Intrum ABand its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [DocketNo. 155];m. Filed on December 14, 2024, the:i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on aFinal Basis, Adequacy of the Disclosure Statement; (II) Confirming theJoint Prepackaged Plan of Reorganization; and (III) Granting Related Relief[Docket No. 190] (the “Confirmation Brief”);ii. Declaration of Andrés Rubio in Support of Confirmation of the JointPrepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.[Docket No. 189] (the “Confirmation Declaration”); andiii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and itsDebtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (FurtherTechnical Modifications) [Docket No. 191];n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 4 o of f1 133454WHEREAS, the Court having, among other things:a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadlinefor Filing objection to the adequacy of the Disclosure Statement and/orConfirmation2 of the Plan (the “Objection Deadline”);b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [andcontinuing through December 17, 2024], the Combined Hearing;c. heard the statements, arguments, and any objections made at the CombinedHearing;d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,the Confirmation Brief, the Confirmation Declaration, the SolicitationAffidavit, and the Voting Declaration;e. overruled (i) any and all objections to approval of the Disclosure Statement, thePlan, and Confirmation, except as otherwise stated or indicated on the record,and (ii) all statements and reservations of rights not consensually resolved orwithdrawn, unless otherwise indicated; andf. reviewed and taken judicial notice of all the papers and pleadings Filed(including any objections, statement, joinders, reservations of rights and otherresponses), all orders entered, and all evidence proffered or adduced and allarguments made at the hearings held before the Court during the pendency ofthese cases;NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of theCombined Hearing and the opportunity for any party in interest to object to the DisclosureStatement and the Plan having been adequate and appropriate as to all parties affected or to beaffected by the Plan and the transactions contemplated thereby, and the legal and factual bases setforth in the documents Filed in support of approval of the Disclosure Statement and Confirmationand other evidence presented at the Combined Hearing establish just cause for the relief grantedherein; and after due deliberation thereon and good cause appearing therefor, the BankruptcyCourt makes and issues the following findings of fact and conclusions of law, and orders for thereasons stated on the record at the December 31, 2024 ruling on plan confirmation;2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or theDisclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this CombinedOrder.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 5 o of f1 133455I. FINDINGS OF FACT AND CONCLUSIONS OF LAWIT IS HEREBY FOUND AND DETERMINED THAT:A. Findings of Fact and Conclusions of Law.1. The findings and conclusions set forth herein and in the record of theCombined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law underRule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,or vice versa, they are adopted as such.B. Jurisdiction, Venue, Core Proceeding.2. This Court has jurisdiction over these Chapter 11 Cases pursuant to28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is properpursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United StatesConstitution.C. Eligibility for Relief.3. The Debtors were and continue to be entities eligible for relief under section109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of thePlan under section 1121(a) of the Bankruptcy Code.D. Commencement and Joint Administration of the Chapter 11 Cases.4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. OnNovember 18, 2024, the Court entered an order [Docket No. 51] authorizing the jointadministration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtorshave operated their businesses and managed their properties as debtors in possession pursuant toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 6 o of f1 133456sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committeehas been appointed in these Chapter 11 Cases.E. Adequacy of the Disclosure Statement.5. The Disclosure Statement and the exhibits contained therein (i) containssufficient information of a kind necessary to satisfy the disclosure requirements of applicablenonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains“adequate information” as such term is defined in section 1125(a)(1) and used in section1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactionscontemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).The injunction, release, and exculpation provisions in the Plan and the Disclosure Statementdescribe, in bold font and with specific and conspicuous language, all acts to be enjoined andidentify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule3016(c).F. Solicitation.6. As described in and evidenced by the Voting Declaration, the Solicitationand the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable tothe Solicitation, including the registration requirements under the Securities Act. The SolicitationMaterials, including the Ballots and the Opt Out Form (as defined below), adequately informedthe holders of Claims entitled to vote on the Plan of the procedures and deadline for completingand submitting the Ballots.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 7 o of f1 1334577. The Debtors served the Combined Hearing Notice on the entire creditormatrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Noticeadequately informed Holders of Claims or Interests of critical information regarding voting on (ifapplicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,and injunction provisions in the Plan, and adequately summarized the terms of the Third-PartyRelease. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,including unimpaired creditors was provided with the means by which the stakeholders could optout of the Third-Party Release. No further notice is required. The period for voting on the Planprovided a reasonable and sufficient period of time and the manner of such solicitation was anappropriate process allowing for such holders to make an informed decision.G. Tabulation.8. As described in and evidenced by the Voting Declaration, (i) the holders ofClaims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amountsrequired by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on thePlan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in goodfaith, fair, reasonable, and conducted in accordance with the applicable provisions of theBankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, theScheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.H. Plan Supplement.9. On December 10, 2024, the Debtors Filed the Plan Supplement with theCourt. The Plan Supplement (including as subsequently modified, supplemented, or otherwiseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 8 o of f1 133458amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtorsprovided good and proper notice of the filing in accordance with the Bankruptcy Code, theBankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.All documents included in the Plan Supplement are integral to, part of, and incorporated byreference into the Plan. No other or further notice is or will be required with respect to the PlanSupplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistenttherewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplementand any of the documents contained therein or related thereto, in accordance with the Plan, on orbefore the Effective Date.I. Modifications to the Plan.10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to thePlan described or set forth in this Combined Order constitute technical or clarifying changes,changes with respect to particular Claims by agreement with holders of such Claims, ormodifications that do not otherwise materially and adversely affect or change the treatment of anyother Claim or Interest under the Plan. These modifications are consistent with the disclosurespreviously made pursuant to the Disclosure Statement and Solicitation Materials, and notice ofthese modifications was adequate and appropriate under the facts and circumstances of the Chapter11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additionaldisclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests beafforded an opportunity to change previously cast acceptances or rejections of the Plan.Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan priorto such modification shall be binding and shall apply with respect to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 9 o of f1 133459J. Objections Overruled.11. Any resolution or disposition of objections to Confirmation explained orotherwise ruled upon by the Court on the record at the Confirmation Hearing is herebyincorporated by reference. All unresolved objections, statements, joinders, informal objections,and reservations of rights are hereby overruled on the merits.K. Burden of Proof.12. The Debtors, as proponents of the Plan, have met their burden of provingthe elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of theevidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proventhe elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness whotestified on behalf of the Debtors in connection with the Confirmation Hearing was credible,reliable, and qualified to testify as to the topics addressed in his testimony.L. Compliance with the Requirements of Section 1129 of the BankruptcyCode.13. The Plan complies with all applicable provisions of section 1129 of theBankruptcy Code as follows:a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of theBankruptcy Code.14. The Plan complies with all applicable provisions of the Bankruptcy Code,including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.i. Section 1122 and 1123(a)(1) – Proper Classification.15. The classification of Claims and Interests under the Plan is proper under theBankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,Article III of the Plan provides for the separate classification of Claims and Interests at each Debtorinto Classes, based on differences in the legal nature or priority of such Claims and Interests (otherCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 91 0o fo 1f 3143510than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which areaddressed in Article II of the Plan and Unimpaired, and are not required to be designated asseparate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,factual, and legal reasons exist for the separate classification of the various Classes of Claims andInterests created under the Plan, the classifications were not implemented for any improperpurpose, and the creation of such Classes does not unfairly discriminate between or among holdersof Claims or Interests.16. In accordance with section 1122(a) of the Bankruptcy Code, each Class ofClaims or Interests contains only Claims or Interests substantially similar to the other Claims orInterests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),1122(b), and 1123(a)(1) of the Bankruptcy Codeii. Section 1123(a)(2) – Specifications of Unimpaired Classes.17. Article III of the Plan specifies that Claims and Interests in the classesdeemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims andIntercompany Interests are either Unimpaired and conclusively presumed to have accepted thePlan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, ineither event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Planspecifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plandoes not classify these Claims. Accordingly, the Plan satisfies the requirements of section1123(a)(2) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 101 o of f1 1334511iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes18. Article III.B of the Plan specifies the treatment of each Voting Class underthe Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section1123(a)(3) of the Bankruptcy Code.iv. Section 1123(a)(4) – No Discrimination.19. Article III of the Plan provides the same treatment to each Claim or Interestin any particular Class, as the case may be, unless the holder of a particular Claim or Interest hasagreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plansatisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.v. Section 1123(a)(5) – Adequate Means for Plan Implementation.20. The Plan and the various documents included in the Plan Supplementprovide adequate and proper means for the Plan’s execution and implementation, including: (a)the general settlement of Claims and Interests; (b) the restructuring of the Debtors’ balance sheetand other financial transactions provided for by the Plan; (c) the consummation of the transactionscontemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed andthe Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuanceof Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to thePlan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the FacilityAgreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) theconsummation of the Rights Offering in accordance with the Plan, Rights Offering Documentsand the Lock-Up Agreement; (i) the granting of all Liens and security interests granted orconfirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the ExchangeNotes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 112 o of f1 1334512Senior Secured Term Loan Agreement pursuant to the New Security Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’assets); (j) the vesting of the assets of the Debtors’ Estates in the Reorganized Debtors; (k) theconsummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the RestructuringImplementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Codevi. Section 1123(a)(6) – Non-Voting Equity Securities.21. The Company’s organizational documents in accordance with the SwedishCompanies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of theEffective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.vii. Section 1123(a)(7) – Directors, Officers, and Trustees.22. The manner of selection of any officer, director, or trustee (or any successorto and such officer, director, or trustee) of the Reorganized Debtors will be determined inaccordance with the existing organizational documents, which is consistent with the interests ofcreditors and equity holders and with public policy. Accordingly, the Plan satisfies therequirements of section 1123(a)(7) of the Bankruptcy Code.b. Section 1123(b) – Discretionary Contents of the Plan23. The Plan contains various provisions that may be construed as discretionarybut not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provisionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 123 o of f1 1334513complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicableprovisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims orInterests24. Article III of the Plan impairs or leaves unimpaired, as the case may be,each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts andUnexpired Leases25. Article V of the Plan provides for the assumption of the Debtors’ ExecutoryContracts and Unexpired Leases as of the Effective Date unless such Executory Contract orUnexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject ExecutoryContracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to amotion to reject an Executory Contract or Unexpired Lease pursuant to which the requestedeffective date of such rejection is after the Effective Date. Thus, the Plan satisfies section1123(b)(2).iii. Compromise and Settlement26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, and in consideration for the distributions and other benefits provided underthe Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,and controversies relating to the contractual, legal, and subordination rights that all holders ofClaims or Interests may have with respect to any Allowed Claim or Interest or any distribution tobe made on account of such Allowed Claim or Interest. Such compromise and settlement is theproduct of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted inCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 134 o of f1 1334514the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise ofall Claims, Interests, and controversies and entry into which represented a sound exercise of theDebtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonableand in the best interests of the Debtors and their Estates.27. The releases of the Debtors’ directors and officers are an integral componentof the settlements and compromises embodied in the Plan. The Debtors’ directors and officers: (a)made a substantial and valuable contribution to the Debtors’ restructuring, including extensive preandpost-Petition Date negotiations with stakeholder groups, and ensured the uninterruptedoperation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant timeand effort to make the restructuring a success and maximize the value of the Debtors’ businessesin a challenging operating environment; (c) attended and, in certain instances, testified atdepositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,management meetings, and board meetings related to the restructuring; (e) are entitled toindemnification from the Debtors under applicable non-bankruptcy law, organizationaldocuments, and agreements; (f) invested significant time and effort in the preparation of the Lock-Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous otherpleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as ofthe Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors’directors and officers would be a distraction to the Debtors’ business and restructuring and woulddecrease rather than increase the value of the estates. The releases of the Debtors’ directors andofficers contained in the Plan have the consent of the Debtors and the Releasing Parties and are inthe best interests of the estates.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 145 o of f1 1334515iv. Debtor Release28. The releases of claims and Causes of Action by the Debtors, ReorganizedDebtors, and their Estates described in Article VIII.C of the Plan in accordance with section1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors’business judgment under Bankruptcy Rule 9019. The Debtors’ or the Reorganized Debtors’ pursuitof any such claims against the Released Parties is not in the best interests of the Estates’ variousconstituencies because the costs involved would outweigh any potential benefit from pursuingsuch claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.29. The Debtor Release is (a) an integral part of the Plan, and a component ofthe comprehensive settlement implemented under the Plan; (b) in exchange for the good andvaluable consideration provided by the Released Parties; (c) a good faith settlement andcompromise of the claims and Causes of Action released by the Debtor Release; (d) materiallybeneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and isimportant to the overall objectives of the Plan to finally resolve certain Claims among or againstcertain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given andmade after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claimor Cause of Action released by the Debtor Release against any of the Released Parties. Theprobability of success in litigation with respect to the released claims and Causes of Action, whenweighed against the costs, supports the Debtor Release. With respect to each of these potentialCauses of Action, the parties could assert colorable defenses and the probability of success isuncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes ofAction against the Released Parties is not in the best interests of the Estates or the Debtors’ variousCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 156 o of f1 1334516constituencies because the costs involved would likely outweigh any potential benefit frompursuing such claims or Causes of Action30. Holders of Claims and Interests entitled to vote have overwhelmingly votedin favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, wasnegotiated before and after the Petition Date by sophisticated parties represented by able counseland advisors, including the Consenting Creditors. The Debtor Release is therefore the result of ahard fought and arm’s-length negotiation process conducted in good faith.31. The Debtor Release appropriately offers protection to parties thatparticipated in the Debtors’ restructuring process, including the Consenting Creditors, whoseparticipation in the Chapter 11 Cases is critical to the Debtors’ successful emergence frombankruptcy. Specifically, the Released Parties, including the Consenting Creditors, madesignificant concessions and contributions to the Chapter 11 Cases, including, entering into theLock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, andwaiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (aspart of the compromises composing the settlement underlying the revised Plan) in order tofacilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The DebtorRelease for the Debtors’ directors and officers is appropriate because the Debtors’ directors andofficers share an identity of interest with the Debtors and, as previously stated, supported and madesubstantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of theDebtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, andimplementation during the Chapter 11 Cases, and have provided other valuable consideration tothe Debtors to facilitate the Debtors’ successful reorganization and continued operation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 167 o of f1 133451732. The scope of the Debtor Release is appropriately tailored under the factsand circumstances of the Chapter 11 Cases. In light of, among other things, the value provided bythe Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to thePlan, the Debtor Release is appropriate.v. Release by Holders of Claims and Interests33. The release by the Releasing Parties (the “Third-Party Release”), set forthin Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)consensual as to those Releasing Parties that did not specifically and timely object or properly optout from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by theReleased Parties; (d) a good faith settlement and compromise of the claims and Causes of Actionreleased by the Third-Party Release; (e) materially beneficial to, and in the best interests of, theDebtors, their Estates, and their stakeholders, and is important to the overall objectives of the Planto finally resolve certain Claims among or against certain parties in interest in the Chapter 11Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity forhearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting anyclaim or Cause of Action released by the Third-Party Release against any of the Released Parties;and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions ofthe Bankruptcy Code.34. The Third-Party Release is an integral part of the agreement embodied inthe Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party ReleaseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 178 o of f1 1334518facilitated participation in both the Debtors’ Plan and the chapter 11 process generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing parties to support thePlan and preventing significant and time-consuming litigation regarding the parties’ respectiverights and interests. The Third-Party Release was a core negotiation point in connection with thePlan and instrumental in developing the Plan that maximized value for all of the Debtors’stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Releaseappropriately offers certain protections to parties who constructively participated in the Debtors’restructuring process—including the Consenting Creditors (as set forth above)—by, among otherthings, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in thecase of the Backstop Providers, committing to provide new capital to facilitate the Debtors’emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated thepari passu transaction that is the basis of the restructuring proposed under the Plan and provideda much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (inexchange for other consideration).35. Furthermore, the Third-Party Release is consensual as to all parties ininterest, including all Releasing Parties, and such parties in interest were provided notice of thechapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and theCombined Hearing and were properly informed that all holders of Claims against or Interests inthe Debtors that did not file an objection with the Court in the Chapter 11 Cases that included anexpress objection to the inclusion of such holder as a Releasing Party under the provisionscontained in Article VIII of the Plan would be deemed to have expressly, unconditionally,generally, individually, and collectively consented to the release and discharge of all claims andCauses of Action against the Debtors and the Released Parties. Additionally, the release provisionsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 189 o of f1 1334519of the Plan were conspicuous, emphasized with boldface type in the Plan, the DisclosureStatement, the Ballots, and the applicable notices. Except as set forth in the Plan, all ReleasingParties were properly informed that unless they (a) checked the “opt out” box on the applicableBallot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or(b) timely Filed an objection to the releases contained in the Plan that was not resolved beforeentry of this Confirmation Order, they would be deemed to have expressly consented to the releaseof all Claims and Causes of Action against the Released Parties.36. The Ballots sent to all holders of Claims and Interests entitled to vote, aswell as the notice of the Combined Hearing sent to all known parties in interest (including thosenot entitled to vote on the Plan), unambiguously provided in bold letters that the Third-PartyRelease was contained in the Plan.37. The scope of the Third-Party Release is appropriately tailored under thefacts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequatenotice of the Third-Party Release. Among other things, the Plan provides appropriate and specificdisclosure with respect to the claims and Causes of Action that are subject to the Third-PartyRelease, and no other disclosure is necessary. The Debtors, as evidenced by the VotingDeclaration and Certificate of Publication, including by providing actual notice to all knownparties in interest, including all known holders of Claims against, and Interests in, any Debtor andpublishing notice in international and national publications for the benefit of unknown parties ininterest, provided sufficient notice of the Third-Party Release, and no further or other notice isnecessary. The Third-Party Release is designed to provide finality for the Debtors, theReorganized Debtors and the Released Parties regarding the parties’ respective obligations underthe Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, anyparty who timely opted-out of the Third-Party Release is not bound by the Third-PartyRelease.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 290 o of f1 133452038. The Third-Party Release is specific in language, integral to the Plan, andgiven for substantial consideration. The Releasing Parties were given due and adequate notice ofthe Third-Party Release, and thus the Third-Party Release is consensual under controllingprecedent as to those Releasing Parties that did not specifically and timely object. In light of,among other things, the value provided by the Released Parties to the Debtors’ Estates and theconsensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release isappropriatevi. Exculpation.39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, wasformulated following extensive good-faith, arm’s-length negotiations with key constituents, and isappropriately limited in scope.40. No Entity or Person may commence or continue any action, employ anyprocess, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,obligation, or Cause of Action relating or reasonably likely to relate to any act or commission inconnection with, relating to, or arising out of a Covered Matter (including one that alleges theactual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expresslyauthorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes suchEntity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have soleand exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Causeof Action is colorable and, only to the extent legally permissible and as provided for in Article XI,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 201 o of f1 1334521shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, orCause of Action.vii. Injunction.41. The injunction provisions set forth in Article VIII.F of the Plan are essentialto the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of thePlan. The injunction provisions are appropriately tailored to achieve those purposes.viii. Preservation of Claims and Causes of Action.42. Article IV.L of the Plan appropriately provides for the preservation by theDebtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.Causes of Action not released by the Debtors or exculpated under the Plan will be retained by theReorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to theCauses of Action to be retained by the Debtors, and the Plan and Plan Supplement providemeaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,and all parties in interest received adequate notice with respect to such retained Causes of Action.The provisions regarding Causes of Action in the Plan are appropriate and in the best interests ofthe Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of anydoubt, Causes of Action released or exculpated under the Plan will not be retained by theReorganized Debtors.c. Section 1123(d) – Cure of Defaults43. Article V.D of the Plan provides for the satisfaction of Cure Claimsassociated with each Executory Contract and Unexpired Lease to be assumed in accordance withsection 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed ExecutoryCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 212 o of f1 1334522Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the BankruptcyCode, by payment of the default amount in Cash on the Effective Date, subject to the limitationsdescribed in Article V.D of the Plan, or on such other terms as the parties to such ExecutoryContracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will bedetermined in accordance with the procedures set forth in Article V.D of the Plan, and applicablebankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, orprovide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumedExecutory Contracts and Unexpired Leases in accordance with section 365(b)(1) of theBankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.d. Section 1129(a)(2) – Compliance of the Debtors and Others with the ApplicableProvisions of the Bankruptcy Code.44. The Debtors, as proponents of the Plan, have complied with all applicableprovisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,and 3019.e. Section 1129(a)(3) – Proposal of Plan in Good Faith.45. The Debtors have proposed the Plan in good faith, in accordance with theBankruptcy Code requirements, and not by any means forbidden by law. In determining that thePlan has been proposed in good faith, the Court has examined the totality of the circumstancesfiling of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“IntrumTexas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith isevident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the recordof the Combined Hearing and other proceedings held in the Chapter 11 CasesCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 223 o of f1 133452346. The Plan (including the Plan Supplement and all other documents necessaryto effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among theDebtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including theConsenting Creditors and each of their respective professionals. The Plan itself and the processleading to its formulation provide independent evidence of the Debtors’ and such other parties’good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases withthe belief that the Debtors were in need of reorganization and the Plan was negotiated and proposedwith the intention of accomplishing a successful reorganization and maximizing stakeholder value,and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the BankruptcyCode are satisfied.f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.47. Any payment made or to be made by the Debtors, or by a person issuingsecurities or acquiring property under the Plan, for services or costs and expenses in connectionwith the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, thePlan satisfies the requirements of section 1129(a)(4).g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with theInterests of Creditors and Public Policy.48. The identities of or process for appointment of the Reorganized Debtors’directors and officers proposed to serve after the Effective Date were disclosed in the PlanSupplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied therequirements of section 1129(a)(5) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 234 o of f1 1334524h. Section 1129(a)(6)—Rate Changes.49. The Plan does not contain any rate changes subject to the jurisdiction of anygovernmental regulatory commission and therefore will not require governmental regulatoryapproval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.50. The liquidation analysis attached as Exhibit D to the Disclosure Statementand the other evidence in support of the Plan that was proffered or adduced at the CombinedHearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,credible, and accurate as of the dates such analysis or evidence was prepared, presented orproffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not beencontroverted by other evidence; and (d) establish that each holder of Allowed Claims or Interestsin each Class will recover as much or more value under the Plan on account of such Claim orInterest, as of the Effective Date, than the amount such holder would receive if the Debtors wereliquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditorsand equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by UnimpairedClasses; Acceptance of the Plan by Certain Voting Classes.51. The classes deemed to accept the Plan are Unimpaired under the Plan andare deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. EachVoting Class voted to accept the Plan. For the avoidance of doubt, however, even if section1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable becausethe Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classesand thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as describedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 245 o of f1 1334525further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are alsosatisfied.k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section507(a) of the Bankruptcy Code.52. The treatment of Administrative Claims, Professional Fee Claims, andPriority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in allrespects with, section 1129(a)(9) of the Bankruptcy Code.l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.53. As set forth in the Voting Declaration, all Voting Classes overwhelminglyvoted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,determined without including any acceptance of the Plan by any insider (as defined by theBankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of theBankruptcy Code are satisfied.m. Section 1129(a)(11)—Feasibility of the Plan.54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. Thefinancial projections attached to the Disclosure Statement as Exhibit D and the other evidencesupporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasibleand Confirmation of the Plan is not likely to be followed by liquidation or the need for furtherfinancial reorganization; (e) establishes that the Debtors will have sufficient funds available tomeet their obligations under the Plan and in the ordinary course of business—including sufficientamounts of Cash to reasonably ensure payment of Allowed Claims that will receive CashCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 256 o of f1 1334526distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have thefinancial wherewithal to pay any Claims that accrue, become payable, or are allowed by FinalOrder following the Effective Date. Accordingly, the Plan satisfies the requirements of section1129(a)(11) of the Bankruptcy Code.n. Section 1129(a)(12)—Payment of Statutory Fees.55. Article XII.C of the Plan provides that all fees payable pursuant to section1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing inaccordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicableReorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfiesthe requirements of section 1129(a)(12) of the Bankruptcy Code.o. Section 1129(a)(13)—Retiree Benefits.56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided inArticle IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on accountof retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after theEffective Date in accordance with applicable law. As a result, the requirements of section1129(a)(13) of the Bankruptcy Code are satisfied.p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,and Nonprofit Corporations.57. The Debtors do not owe any domestic support obligations, are notindividuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 267 o of f1 1334527q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of VotingClasses.58. No Classes rejected the Plan, and section 1129(b) is not applicable here,but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the BankruptcyCode because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. ThePlan has been proposed in good faith, is reasonable, and meets the requirements and all VotingClasses have voted to accept the Plan. The treatment of Intercompany Claims and IntercompanyInterests under the Plan provides for administrative convenience does not constitute a distributionunder the Plan on account of such Interests, and therefore such treatment complies with therequirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair andequitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfiesthe requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmedeven though section 1129(a)(8) of the Bankruptcy Code is not satisfied.r. Section 1129(c)—Only One Plan.59. Other than the Plan (including previous versions thereof), no other plan hasbeen Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of theBankruptcy Code are satisfied.s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes orSection 5 of the Securities Act.60. No Governmental Unit has requested that the Court refuse to confirm thePlan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidanceof the application of section 5 of the Securities Act. As evidenced by its terms, the principalpurpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of theBankruptcy Code have been satisfied.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 278 o of f1 1334528t. Section 1129(e)—Not Small Business Cases.61. The Chapter 11 Cases are not small business cases, and accordingly, section1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.u. Satisfaction of Confirmation Requirements.62. Based upon the foregoing and all other pleadings and evidence proffered oradduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy allthe requirements for plan confirmation set forth in section 1129 of the Bankruptcy Code.v. Good Faith.63. The Debtors and their respective directors, officers, management, counsel,advisors, and other agents proposed the Plan in good faith, with the legitimate and honest purposeof maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Planaccomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, andtheir respective officers, directors, and advisors have been, are, and will continue to act in goodfaith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and theagreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actionsauthorized and directed or contemplated by this Combined Order. Therefore, the Plan has beenproposed in good faith to achieve a result consistent with the objectives and purposes of theBankruptcy Code.w. Conditions to Effective Date.64. The Plan shall not become effective unless and until the conditions set forthin Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 289 o of f1 1334529x. Implementation.65. All documents and agreements necessary to implement the Plan and thetransactions contemplated by the Plan, including those contained or summarized in the PlanSupplement, the Definitive Documents, the Agreed Steps Plan and the RestructuringImplementation Deed and related forms and documentation, have been negotiated in good faithand at arm’s length, are in the best interests of the Debtors and their Estates, and shall, uponcompletion of documentation and execution, be valid, binding, and enforceable documents andagreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan andDefinitive Documents, the Debtors are authorized to take any action reasonably necessary orappropriate to consummate such agreements and the transactions contemplated thereby.y. Vesting of Assets.66. Subject to the terms of the Plan, the Definitive Documentation, or anyagreement, instrument, or other document incorporated in the Plan, on the Effective Date, allproperty in each Estate, all Causes of Action, and any property acquired by any of the Debtorspursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens,Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwiseprovided in the Plan or Definitive Documents, each Reorganized Debtor may operate its businessand may use, acquire, or dispose of property and compromise or settle any Claims, Interests, orCauses of Action without supervision or approval by the Court and free of any restrictions of theBankruptcy Code or Bankruptcy Rules.z. Treatment of Executory Contracts and Unexpired Leases.67. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon theoccurrence of the Effective Date, the Plan provides for the assumption or rejection of certainCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 390 o of f1 1334530Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.The Debtors’ determinations regarding the assumption or rejection of Executory Contracts andUnexpired Leases are based on and within the sound business judgment of the Debtors, arenecessary to the implementation of the Plan and are in the best interests of the Debtors, theirEstates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.II. OrderBASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OFLAW, IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:A. Final Approval of the Disclosure Statement.68. The Disclosure Statement is approved as having adequate information ascontemplated by section 1125(a)(1) of the Bankruptcy Code. All objections, statements, joinders,information objections or reservations of rights in respect of the Disclosure Statement, if any, thathave not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing areoverruled.B. Confirmation of the Plan69. The Plan attached to this Combined Order as Exhibit A satisfies or complieswith all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the BankruptcyCode and is confirmed pursuant to section 1129 of the Bankruptcy Code. The terms of the Plan,including the Plan Supplement, are incorporated by reference into, and are an integral part of, thisCombined Order.70. The Combined Order approves the Plan Supplement, including thedocuments contained therein, as they may be amended through and including the Effective Datein accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, butnot limited to, any consent or approval rights set forth therein.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 301 o of f1 133453171. Notwithstanding anything in this Combined Order or the Plan, nothing inthis Combined Order or the Plan shall affect parties' rights to terminate the RestructuringDocuments in accordance with their terms, without further notice to or order of the BankruptcyCourt. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actionsrequired at any time, appropriate or desirable to enter into, implement, and consummate thecontracts, instruments, releases, agreements, or other documents created or executed in connectionwith the Plan, the Restructuring Transactions, including those contained in the Plan Supplement,and all other relevant and necessary or desirable documents, including but not limited to theDefinitive Documents, the Lock-Up Agreement, the Facility Agreement Amendments Documents,the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,the New Money Documents, the New Security Documents, the Rights Offering Documents, andthe Restructuring Implementation Deed without the need for any approvals, authorization, orconsents, except for those expressly required pursuant to the Plan and applicable Swedish Law,including, for the avoidance of doubt, with respect to the Swedish Reorganisation PlanConfirmation.72. Upon the Confirmation Date, the Debtors are authorized to fully implementthe Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject toany conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions ofthe Swedish Court without the need for any further order of this Court or further action by holdersof Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estatesin any judicial or other proceeding outside the U.S., including the Swedish CompanyReorganisation Process, in any way permitted by applicable non-U.S. Law in connection with suchproceeding.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 312 o of f1 1334532C. Binding Effect73. The terms of the Plan and the Restructuring Transactions (and anydocuments related or ancillary thereto, including, for the avoidance of doubt, the documents andinstruments contained in the Plan Supplement) shall be immediately effective and enforceable andnot subject to avoidance or other challenge, legal or otherwise, and deemed binding on the Debtors,the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whetherholders of such Claims or Interests have, or are deemed to have, accepted the Plan and whethersuch claims are known or unknown, including, but not limited to all contract counterparties,borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estaterepresentatives, or similar entities for the Debtors, if any, subsequently appointed in any of theChapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of theChapter 11 Cases, all Entities that are parties to or subject to the settlements, compromises,releases, discharges, and injunctions contained in the Plan, each Entity acquiring property underthe Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and eachof their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the termsof the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicableDefinitive Documents prior to the Effective Date, subject to the applicable consent rights set forthin the Plan and/or the Lock-Up Agreement.D. Incorporation by Reference.74. The terms and provisions of the Plan are incorporated by reference and arean integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibitsthereto, this Combined Order, and all other relevant and necessary documents shall, on and afterthe Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 323 o of f1 1334533their Estates and their creditors, and their respective successors and assigns, non-debtor affiliates,any affected third parties, all Holders of equity interests in the Debtors, all Holders of any Claims,whether known or unknown, against the Debtors, including, but not limited to all contractcounterparties, leaseholders, governmental units, and any trustees, examiners, administrators,responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequentlyappointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the BankruptcyCode of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.E. Objections75. All objections to, statements, joinders, informal objections or reservationsof rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolvedbefore the Combined Hearing are overruled on the merits and denied.F. Governmental Approvals Not Required.76. This Combined Order shall constitute all approvals and consents that are ormay be required by the laws, rules, or regulations of any state or any other governmental authoritywith respect to the dissemination, implementation and consummation of the Plan, the otherDefinitive Documents and any other act referred to in, or contemplated by, the Plan or otherDefinitive Documents or that may be necessary or appropriate for the implementation orconsummation of the Plan or the other Plan Documents (subject to the applicable consent rightsset forth in the Lock-Up Agreement).G. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan.77. All release, exculpation, and discharge provisions embodied in the Plan,including those contained in Article VIII.A-E of the Plan are hereby approved in their entirety andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 334 o of f1 1334534shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, withoutfurther order or action by this Bankruptcy Court.a. Injunction. The following injunction provision contained in Article VIII.Fof the Plan is hereby incorporated by reference and approved in its entirety:78. Upon entry of the Combined Order, all Persons and Entities shall beenjoined from taking any actions to interfere with the implementation or consummation ofthis Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, theReorganized Debtors pursuant to this Plan.79. Except as otherwise specifically provided in the Plan or for obligationsissued or required to be paid pursuant to the Plan or the Combined Order, all Entities whohave held, hold, or may hold claims or interests that have been released, discharged, or aresubject to exculpation are permanently enjoined, from and after the Effective Date, fromtaking any of the following actions (collectively, the “Covered Matters”) against, as applicable,the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the“Covered Entities”): (a) commencing or continuing in any manner any action or otherproceeding of any kind on account of or in connection with or with respect to any such claimsor interests; (b) enforcing, attaching, collecting, or recovering by any manner or means anyjudgment, award, decree, or order against such Entities on account of or in connection withor with respect to any such claims or interests; (c) creating, perfecting, or enforcing anyencumbrance of any kind against such Entities or the property or the estates of such Entitieson account of or in connection with or with respect to any such claims or interests; (d)asserting any right of setoff, subrogation, or recoupment of any kind against any obligationdue from such Entities or against the property of such Entities on account of or in connectionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 345 o of f1 1334535with or with respect to any such claims or interests unless such Holder has Filed a motionrequesting the right to perform such setoff on or before the Effective Date, andnotwithstanding an indication of a claim or interest or otherwise that such Holder asserts,has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and(e) commencing or continuing in any manner any action or other proceeding of any kind onaccount of or in connection with or with respect to any such claims or interests released orsettled pursuant to the Plan.80. With respect to any Covered Entity, no Entity or Person maycommence or continue any action, employ any process, or take any other act to pursue,collect, recover or offset any Claim, Interest, debt, obligation, or Cause of Action relating orreasonably likely to relate to any act or commission in connection with, relating to, or arisingout of a Covered Matter (including one that alleges the actual fraud, gross negligence, orwillful misconduct of a Covered Entity), unless expressly authorized by the BankruptcyCourt after (1) it determines, after a notice and a hearing, such Claim, Interest, debt,obligation, or Cause of Action is colorable and (2) it specifically authorizes such Entity orPerson to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole andexclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation orCause of Action is colorable and, only to the extent legally permissible and as provided forin Article XI, shall have jurisdiction to adjudicate such underlying colorable Claim, Interest,debt, obligation, or Cause of Action.H. Preservation of Rights of Action.81. Except as otherwise provided in the Plan or in any contract, instrument,release or other agreement entered into or delivered in connection with the Plan, in accordanceCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 356 o of f1 1334536with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested inthem as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, anyclaims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may holdagainst any Entity, other than any Cause of Action released by the Debtors pursuant to the releasescontained in the Plan. Each Reorganized Debtor or its successor may pursue such retained claims,demands, rights, defenses or causes of action, as appropriate, and may settle such claims after theEffective Date without notice to parties in interest or approval of this Court.I. Post-Confirmation Notices, Professional Compensation, and Bar Dates82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than sevendays after the Effective Date, the Reorganized Debtors must cause notice of Confirmation andoccurrence of the Effective Date (the “Notice of Confirmation”) to be served by United Statesmail, first-class postage prepaid, by hand, or by overnight courier service to all parties served withthe Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and mannerset forth in this paragraph will be good, adequate, and sufficient notice under the particularcircumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c).No further notice is necessary.83. The Notice of Confirmation will have the effect of an order of the Court,will constitute sufficient notice of the entry of this Combined Order to filing and recording officers,and will be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcylaw.84. All Professionals seeking approval by the Bankruptcy Court ofcompensation for services rendered or reimbursement of expenses incurred through and includingthe Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shallCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 367 o of f1 1334537file, on or before the date that is forty-five (45) calendar days after the Effective Date, theirrespective applications (collectively, the “Final Fee Applications”) for final allowances ofcompensation for services rendered, and reimbursement of expenses incurred between the PetitionDate and the Effective Date. Any objection to any Final Fee Application must be Filed with thisCourt no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days afterthe filing of the applicable Final Fee Application.85. Except as otherwise provided in the Plan, requests for payment ofAdministrative Claims must be Filed no later than the Administrative Claims Bar Date. Holdersof Administrative Claims that are required to file and serve a request for such payment of suchAdministrative Claims that do not file and serve such a request by the Administrative Claims BarDate shall be forever barred, estopped, and enjoined from asserting such Administrative Claimsagainst the Debtors, the Reorganized Debtors or their property, and such Administrative Claimsshall be deemed discharged as of the Effective Date without the need for any objection from theReorganized Debtors or any action by the Court.J. Notice of Subsequent Pleadings.86. Except as otherwise provided in the Plan or in this Combined Order, noticeof all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to thefollowing parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to theNotes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by suchpleadings.K. Retention of Jurisdiction.87. This Court retains jurisdiction over all matters arising out of or related tothe Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 378 o of f1 1334538L. Reporting88. After the Effective Date, the Debtors or Reorganized Debtors, as applicable,shall have no obligation to file with the Court or serve on any parties reports that the Debtors orReorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Courtorder, including monthly operating reports (even for those periods for which a monthly operatingreport was not Filed before the Effective Date), ordinary course professional reports, and monthlyor quarterly reports for Professionals; provided, however, that the Debtors or Reorganized Debtors,as applicable, will comply with the U.S. Trustee’s quarterly reporting requirements. FromConfirmation through the Effective Date, the Debtors will file such reports as are required underthe Bankruptcy Local Rules.89. After the Confirmation Date, the Debtors or Reorganized Debtors, asapplicable, shall have no obligation to provide any reports to any parties otherwise required underthe “first” and “second” day orders entered in the Chapter 11 Case, except for those reportsrequired under the Cash Collateral Order.M. Effectiveness of All Actions90. Except as set forth in the Plan, all actions authorized to be taken pursuant tothe Plan, including all actions pursuant to, in accordance with, or in connection with the otherDefinitive Documents, shall be effective on, before, or after the Effective Date pursuant to thisCombined Order, without further application to, or order of the Court, or further action by theDebtors and/or the Reorganized Debtors and their respective directors, officers, members, orstockholders, and with the effect that such actions had been taken by unanimous action of suchofficers, directors, managers, members, or stockholders.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 389 o of f1 1334539N. Plan Implementation Authorization91. The Debtors or the Reorganized Debtors, as the case may be, and, to theextent necessary, third parties including the Agents/Trustees (including each of their respectivesuccessors and assigns), and their respective directors, officers, members, agents, and attorneys,financial advisors, and investment bankers are (irrespective of any existing contractualrequirements to obtain instructions binding on such parties) authorized, empowered and directedfrom and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record anycontract, instrument, release, or other agreement or document related to the Plan, including theFacility Agreement Amendments Documents, the amended Intercreditor Agreement documents,the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,the New Money Documents, the New Security Documents, the Rights Offering Documents, theRestructuring Implementation Deed, any other document included in the Plan Supplement, or anydocument related or ancillary thereto (each according to their terms), as the same may be modified,amended and supplemented, and to take any action necessary or appropriate to implement,effectuate, consummate, or further evidence the Plan in accordance with its terms, or take any orall steps or corporate actions authorized to be taken pursuant to the Plan whether or not specificallyreferred to in the Plan or any exhibit thereto, without further order of the Court. To the extentapplicable, any or all such documents shall be accepted upon presentment by each of the respectivestate filing offices and recorded in accordance with the applicable law and shall become effectivein accordance with their terms and the provisions of applicable law. No action of the Debtors’boards of directors or the Reorganized Debtors’ boards of directors will be required to authorizethe Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt oramend, as the case may be, any such contract, instrument, release, or other agreement or documentCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 490 o of f1 1334540related to the Plan, and following the Effective Date, each such document will be a legal, valid,and binding obligation of the Debtors or Reorganized Debtors, as applicable, enforceable againstthe Debtors and the Reorganized Debtors in accordance with the respective terms thereof. TheDebtors are also authorized from and after the date hereof to negotiate, execute, issue, deliver,implement, file, or record any contract, instrument, release, or other agreement or document ortake any action necessary or appropriate to implement the transactions set forth in the Agreed StepsPlan, including, among other things, any merger, transfer, liquidation, or consolidation of any ofthe Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder ofNotes Claims will be deemed to have appointed the Company as its attorney and agent and to haveirrevocably instructed, authorized, directed and empowered the Company (or its authorizedrepresentative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, anyTransaction Document to which it is party, in each case solely to the extent consistent with theLock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) inthe case of Holder of Notes, to take any action necessary to ensure that steps described in theAgreed Steps Plan and the Restructuring Implementation Deed are carried out, including ifnecessary updating the books and records of the relevant clearing systems in which the Notes areheld. For the avoidance of doubt, the foregoing power of attorney shall not apply to anyamendments or waivers sought from the applicable creditors under the Plan, the Lock-UpAgreement, the Restructuring Implementation Deed or any Transaction Documents and any suchwaivers may only be granted by the requisite majorities of the applicable creditors in accordancewith the relevant document.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 401 o of f1 1334541O. Restructuring Transactions and Restructuring Expenses.92. Subject to the terms of the Plan and the Definitive Documents, from andafter the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extentnecessary, third parties including the Agents/Trustees (including each of their respectivesuccessors and assigns) are authorized, empowered and directed to take all actions as may benecessary or appropriate to effect any Restructuring Transactions, including: (1) the execution anddelivery of appropriate agreements, including the Definitive Documents, or other documents ofmerger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that areconsistent with the terms of the Plan and that satisfy the applicable requirements of applicable lawand any other terms to which the applicable Entities may agree; (2) the execution and delivery ofappropriate instruments of transfer, assignment, assumption, or delegation of any asset, property,right, liability, debt, or obligation on terms consistent with the terms of the Plan and having otherterms for which the applicable parties agree; (3) the filing of appropriate certificates or articles ofincorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcylaw; and (4) all other actions that the applicable Entities determine to be necessary,including making filings or recordings that may be required by applicable law in connection withthe Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Planor any Definitive Document shall be satisfied or waived in accordance with, and pursuant to,Article IX.B of the Plan or the terms of the applicable Definitive Document (respectively), andany Plan modification, revocation or withdrawal can only be completed in accordance with ArticleX of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 412 o of f1 133454293. The Debtors or Reorganized Debtors, as applicable, shall enter into theFacility Agreement Amendments Documents on or before the Effective Date, on the terms setforth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmationshall be deemed approval of the SSRCF Credit Agreement and related Facility AgreementAmendments Documents and amended Intercreditor Agreement documents (including thetransactions contemplated thereby, and all actions to be taken, undertakings to be made, andobligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connectiontherewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors orReorganized Debtors are authorized and directed to execute and deliver those documents necessaryor appropriate to consummate the applicable Facility Agreement Amendments Documents andamended Intercreditor Agreement documents without further notice to or order of the BankruptcyCourt, act or action under applicable law, regulation, order, or rule or vote, consent, authorization,or approval of any Person, subject to such modifications as may be agreed between the Debtors orReorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anythingelse contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documentsand all other relevant documents to give effect to the Facility Agreement Amendments Documentsshall continue in full force and effect, except as amended and restated, supplemented, superseded,terminated or otherwise modified pursuant to, or in connection with, the Facility AgreementAmendments Document and the amended Intercreditor Agreement documents.94. In order to facilitate the consummation of the Restructuring Transactions,and as a good-faith and reasonable compromise and settlement of any objections of the holders ofSenior Secured Term Loan Claims to the treatment of such Claims otherwise provided under thePlan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended SeniorCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 423 o of f1 1334543Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth inthe Plan and the Amended Senior Secured Term Loan Credit Agreement Term Sheet.Confirmation of the Plan pursuant to this Combined Order shall constitute approval of theAmended Senior Secured Term Loan Credit Agreement (including the transactions contemplatedthereby, and all actions to be taken, undertakings to be made, and obligations to be incurred andfees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent notapproved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors areauthorized and directed to execute and deliver those documents necessary or appropriate toconsummate the applicable Amended Senior Secured Term Loan Credit Agreement withoutfurther notice to or order of the Bankruptcy Court, act or action under applicable law, regulation,order, or rule or vote, consent, authorization, or approval of any Person, subject to suchmodifications as may be agreed between the Debtors or Reorganized Debtors and the applicableholders of Senior Secured Term Loan Claims.95. Subject to the terms of the Plan and Definitive Documents, the Debtors arehereby authorized to take any and all actions necessary to consummate the Rights Offering inaccordance with the Plan, the Rights Offering Documents, the Backstop Agreement, and the Lock-Up Agreement, including mailing any required form, agreements or notices to applicable holdersof Claims and Interests. The Rights Offering Documents and all related forms, agreements, andnotices (which may be amended so that the final form is reasonably acceptable to the MajorityCore Noteholder Group) Filed with the Plan Supplement are hereby approved and theconsummation of the Rights Offering shall be deemed a reasonable exercise of the Debtors’business judgment. Pursuant to the terms of the Plan, on the Effective Date, the ReorganizedDebtors shall issue the New Money Notes in accordance with the terms set forth in the RightsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 434 o of f1 1334544Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New MoneyNotes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, andthe Restructuring Implementation Deed.96. Subject to the terms of the Plan and Definitive Documents, the Debtors orReorganized Debtors, as applicable, are hereby authorized, immediately upon entry of thisCombined Order, to issue the Exchange Notes on the terms set forth in the Exchange NotesIndenture and included in the Plan Supplement. The Notes Amendments Documents (includingthe transactions contemplated thereby, and all actions to be taken, undertakings to be made, andobligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a non-DebtorAffiliate in connection therewith), to the extent not approved by the Bankruptcy Court previously,are hereby approved, and the Debtors or Reorganized Debtors, and as applicable theAgents/Trustees, are authorized and directed to execute and deliver those documents necessary orappropriate to consummate the applicable Notes Amendments Documents without further noticeto or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or ruleor vote, consent, authorization, or approval of any Person, subject to such modifications as may beagreed between the Debtors or Reorganized Debtors and the Majority Core Noteholder Group.97. On or prior to the Effective Date, the Debtors shall issue the NoteholderOrdinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the AgreedSteps Plan and Restructuring Implementation Deed.98. Further, the Restructuring Expenses incurred, or estimated to be incurred,up to and including the Effective Date (or, with respect to necessary post-Effective Date activities,after the Effective Date), shall be paid in full in Cash on the Effective Date (to the extent notpreviously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 445 o of f1 1334545terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without anyrequirement (i) to File a fee application with the Bankruptcy Court, (ii) for Bankruptcy Courtreview or approval, and/or (iii) submission to any party of itemized time detail. All RestructuringExpenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Dateand such estimates shall be delivered to the Debtors at least three (3) Business Days before theanticipated Effective Date; provided, however, that such estimates shall not be considered anadmission or limitation with respect to such Restructuring Expenses. From and after the PetitionDate, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payablepursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in theordinary course the Restructuring Expenses whether incurred before, on, or after the EffectiveDate. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for allRestructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted tothe Debtors and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10)Business Days of receipt of the applicable final invoice.P. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.99. Except as otherwise provided in the Plan, the Agreed Steps Plan, or anyagreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as aReorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with allof the powers of such legal entity under applicable law and without prejudice to any right to alteror terminate such existence (whether by merger, conversion, dissolution or otherwise) underapplicable law, and on the Effective Date, all property of the Estate of a Debtor, and any propertyacquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable ReorganizedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 456 o of f1 1334546Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and otherinterests.100. On and after the Effective Date, each Reorganized Debtor may operate itsbusiness and may use, acquire and dispose of property and compromise or settle any claims withoutsupervision or approval by this Court and free of any restrictions of the Bankruptcy Code orBankruptcy Rules, other than those restrictions expressly imposed by the Plan, the AmendedFinance Documents, or this Combined Order.Q. Directors and Officers of Reorganized Debtors.101. As of the Effective Date, the term of the current members of the board ofdirectors of the Debtors shall be appointed in accordance with the Plan and other constituentdocuments of each Reorganized Debtor.102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors havedisclosed in advance of the Combined Hearing the identity and affiliations of any Person proposedto serve on the Board, as well as those Persons that will serve as an officer of the ReorganizedDebtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, thenature of any compensation to be paid to such director or officer has also been disclosed to theextent reasonably practicable. Each such director and officer shall continue to serve from and afterthe Effective Date pursuant to the terms of the constituent documents of the Reorganized Debtors.R. Release of Liens.103. Except as otherwise provided in or pursuant to the New SecurityDocuments, the Plan (including with respect to Unimpaired Claims), or any other contract,instrument, release, or other agreement or document created pursuant to the Plan, on the EffectiveDate and concurrently with the applicable Distributions made pursuant to the Plan and, in the caseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 467 o of f1 1334547of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as ofthe Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate inaccordance with Article III.B. of the Plan and any existing mortgages, deeds of trust, Liens,pledges, or other security interests against any property of the Estates or the Debtors’ affiliates forthe benefit of Holders of RCF Claims, Senior Secured Term Loan Claims, the New Money Notes,the Exchange Notes, the Amended Senior Secured Term Loan and other creditors party to theamended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other securityinterests against any property of the Estates shall be fully released and discharged, and all of theright, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or othersecurity interests shall revert to the Reorganized Debtors and their successors and assigns, otherthan, for the avoidance of doubt, the Liens and security interests granted pursuant to, or inconnection with, the Facility Agreement Amendments Documents, Amended Senior SecuredTerm Loan Credit Agreement, the Notes Amendments Documents, the New Money Documentsor the New Security Documents. Any Holder of such Secured Claim (and the applicable agents forsuch Holder) shall be authorized and directed, at the sole cost and expense of the ReorganizedDebtors, to release any collateral or other property of any Debtor (including any cash collateraland possessory collateral) held by such Holder (and the applicable agents for such Holder), and totake such actions as may be reasonably requested by the Reorganized Debtors to evidence therelease of such Lien, including the execution, delivery, and filing or recording of such releases.The presentation or filing of this Combined Order to or with any federal, state, provincial, or localagency or department shall constitute good and sufficient evidence of, but shall not be required toeffect, the termination of such Liens.S. Injunctions and Automatic Stay.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 478 o of f1 1334548104. Unless otherwise provided in the Plan or this Combined Order, allinjunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of theBankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding anyinjunctions or stays contained in the Plan or this Combined Order) shall remain in full force andeffect until the Effective Date. All injunctions or stays contained in the Plan or this CombinedOrder shall remain in full force and effect in accordance with their terms.T. Cancellation of Existing Securities and Agreements.105. On the Effective Date, except as otherwise provided in the Plan, thisCombined Order, any agreement, instrument or other document entered into in connection with orpursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claimsor Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtorsthereunder or in any way related thereto shall be discharged and deemed satisfied in full, and theAgents/Trustees shall be released from all duties thereunder; provided, that, notwithstandingConfirmation or the occurrence of the Effective Date, any such document that governs the rightsof the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enablingHolders of Allowed Claims and Allowed Interests to receive Distributions under the Plan asprovided herein, (b) governing the contractual rights and obligations among the Agents/Trusteesand the lenders or Holders party thereto (including, without limitation, indemnification, expensereimbursement, and Distribution provisions) until the Reorganized Debtors emerge from theChapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder to maintain,exercise, and enforce any applicable rights of indemnity, reimbursement, or contribution, orsubrogation or any other claim or entitlement, (d) permitting each Agent/Trustee to perform anyCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 489 o of f1 1334549functions that are necessary to effectuate the immediately foregoing, including appearing andbeing heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court; (e) facilitatingthe amendment, reinstatement and combination of the Facility Agreement into the FacilityAgreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, thePlan, and the Facility Agreement Amendments Documents (f) facilitating the amendment andrestatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan CreditAgreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan CreditAgreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in thePlan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of theExchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and theExchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solelyto the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose asset forth in the Lock-Up Agreement, Restructuring Implementation Deed, and DefinitiveDocuments.U. Certain Securities Law Matters.106. Except as described in the following paragraphs, the Debtors will rely onsection 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act theoffer, issuance, and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and theNew Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account ofNotes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement beforethe filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, andDistribution of such Exchange Notes, Noteholder Ordinary Shares and the New Money Notes(other than the Backstopped Notes) pursuant to section 1145(a) of the Bankruptcy Code shall beCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 590 o of f1 1334550exempt from, among other things, the registration requirements of section 5 of the Securities Actand any other applicable law requiring registration prior to the offering, issuance, Distribution, orsale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. SuchExchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than theBackstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions ofsection 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any otherjurisdiction and any rules and regulations of the United States Securities and ExchangeCommission, if any, applicable at the time of any future transfer of such Securities or instruments.107. The Debtors will rely on section 4(a)(2) of the Securities Act and RegulationS under the Securities Act, or any other available exemption from registration under the SecuritiesAct, as applicable, to exempt from registration under the Securities Act the offer, issuance, andDistribution of the Backstopped Notes issued in accordance with the Backstop Agreement. TheBackstopped Notes will be “restricted securities” subject to transfer restrictions under the U.S.federal securities laws if they are issued to a U.S. person in accordance with the BackstopAgreement pursuant to section 4(a)(2) of the Securities Act but will otherwise be issued pursuantto Regulation S (if they are issued to a non-U.S. person outside of the United States in accordancewith the Backstop Agreement). Such Backstopped Notes may be resold, exchanged, assigned orotherwise transferred pursuant to registration, or an applicable exemption from registration, underthe Securities Act and other applicable law.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 501 o of f1 1334551V. First Day Relief108. Notwithstanding anything contained in this Combined Order, the reliefgranted pursuant to the First Day Orders shall remain in full force and effect in accordance withtheir terms through the Effective Date.W. Cooperation by Euroclear Sweden109. Should the Reorganized Debtors elect to reflect any ownership of theNoteholder Ordinary Shares to be issued under the Plan through the facilities of Euroclear Sweden(“Euroclear”), Euroclear is authorized to rely solely on this Combined Order, and the ReorganizedDebtors need not provide any further evidence other than the Plan and this Combined Order withrespect to the treatment of such Noteholder Ordinary Shares under applicable securities laws.Euroclear and all other Persons and Entities shall be required to accept and conclusively rely uponthe Plan and this Combined Order in lieu of a legal opinion regarding whether the NoteholderOrdinary Shares to be issued under the Plan are exempt from registration and/or eligible forEuroclear book-entry delivery, settlement, and depository services.X. Section 1146 Exemption.110. To the fullest extent permitted by section 1146(a) of the Bankruptcy Code,any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of propertyunder the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt,equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the RestructuringTransactions; (c) the creation, modification, consolidation, termination, refinancing, and/orrecording of any mortgage, deed of trust, or other security interest, or the securing of additionalindebtedness by such or other means; (d) the making, assignment, or recording of any lease orsublease; (e) the grant of collateral as security for any or all of the Facility Agreement AmendmentsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 512 o of f1 1334552Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or NewMoney Notes; or (f) the making, delivery, or recording of any deed or other instrument of transferunder, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale,assignments, or other instrument of transfer executed in connection with any transaction arisingout of, contemplated by, or in any way related to the Plan, shall not be subject to any documentrecording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estatetransfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatoryfiling or recording fee, or other similar tax or governmental assessment, and upon entry of theCombined Order, the appropriate state or local governmental officials or agents shall forego thecollection of any such tax or governmental assessment and accept for filing and recordation anyof the foregoing instruments or other documents without the payment of any such tax, recordationfee, or governmental assessment. All filing or recording officers (or any other Person withauthority over any of the foregoing), wherever located and by whomever appointed, shall complywith the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection ofany such tax or governmental assessment, and shall accept for filing and recordation any of theforegoing instruments or other documents without the payment of any such tax or governmentalassessment.Y. Nonseverability of Plan Provisions upon Confirmation.111. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g),7062, 9014, or otherwise, the terms and conditions of this Combined Order shall be effective andenforceable immediately upon its entry. Each term and provision of the Plan, and the transactionsrelated thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 523 o of f1 1334553enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified exceptas provided by the Plan or this Combined Order; and (c) nonseverable and mutually dependent.Z. Waiver or Estoppel.112. Each holder of a Claim or Interest shall be deemed to have waived any rightto assert any argument, including the right to argue that its Claim or Interest should be Allowed ina certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement madewith the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in thePlan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before theConfirmation Date.AA. Authorization to Consummate.113. The Debtors are authorized to consummate the Plan, including theRestructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the DefinitiveDocuments, at any time after the entry of this Combined Order. The substantial consummation ofthe Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed tooccur on the first date, on or after the Effective Date, on which distributions are made in accordancewith the terms of the Plan to holders of any Allowed Claims or Interests (as applicable).BB. Assumption and Cure of Executory Contracts.114. The provisions governing the treatment of Executory Contracts andUnexpired Leases set forth in Article V of the Plan (including the procedures regarding theresolution of any and all disputes concerning the assumption or rejection, as applicable, of suchExecutory Contracts and Unexpired Leases) shall be, and hereby are, approved in their entirety.For the avoidance of doubt, on the Effective Date, except as otherwise provided in the Plan, allExecutory Contracts or Unexpired Leases will be deemed assumed in accordance with theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 534 o of f1 1334554provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than anExecutory Contract or Unexpired Lease that: (a) is identified on the Rejected Executory Contractand Unexpired Lease List; (b) has been previously rejected by a Final Order; (c) is the subject ofa motion to reject Executory Contracts or Unexpired Leases that is pending on the ConfirmationDate; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant towhich the requested effective date of such rejection is after the Effective Date.115. Entry of this Combined Order shall constitute an order approving theassumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Codeand effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfythe obligations thereunder, including with respect to the payment of any and all fees, costs, andexpenses provided thereunder; and, for the avoidance of doubt, the payment of all outstanding fees,costs, and expenses of the Notes Ad Hoc Group Advisors shall be paid upon entry of this CombinedOrder. The Lock-Up Agreement shall be binding and enforceable against the parties thereto inaccordance with its terms and the terms of the Plan, and any and all obligations under the Lock-Up Agreement shall continue in accordance with the terms thereof and shall not be limited in anyway by the entry of this Combined Order or the Plan, including, without limitation, by the absenceof any Cure Amount with respect to the Lock-Up Agreement.116. Unless otherwise agreed, the Debtors will not pursuant to this CombinedOrder assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject ofan outstanding objection to a Cure Amount at the time of entry of this Combined Order. Alloutstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Courtand the parties.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 545 o of f1 1334555117. Notwithstanding anything to contrary in the Plan, this Combined Order, orthe Plan Supplement, subject only to the occurrence of the Effective Date, all existing employmentagreements, indemnification agreements, or other agreements between the Debtors and theDebtors’ current and former employees are hereby assumed and/or assumed and assigned to theapplicable Reorganized Debtor in accordance with the provisions and requirements of sections 365and 1123 of the Bankruptcy Code.CC. Provisions Regarding Certain Governmental Unit Liabilities.118. Nothing in this Combined Order or the Plan discharges, releases, precludes,or enjoins: (a) any liability to any Governmental Unit that is not a Claim; (b) any Claim of aGovernmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to aGovernmental Unit on the part of any Person as the owner, permittee, or operator of property afterthe Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other thanthe Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoinor otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liabilitydescribed in the preceding sentence. Nothing in this Combined Order or the Plan shall affect anysetoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Orderor the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defensedescribed in this paragraph 119 of this Combined Order. Without limiting the foregoing, for theavoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require theUnited States or any State to novate or otherwise consent to the transfer of any federal or statecontracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests toany Entity other than the Debtors or Reorganized Debtors.DD. Effect of Non-Occurrence of Conditions to the Effective Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 556 o of f1 1334556119. Notwithstanding the entry of this Combined Order, if the Effective Datedoes not occur, the Plan shall be null and void in all respects and nothing contained in the Plan orthe Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causesof Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of aClaim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, orundertaking by the Debtors, any holders, or any other Entity in any respect.EE. Post-Confirmation Modification of the Plan.120. Subject to obtaining the required consents in accordance with the provisionsof the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the RestructuringImplementation Deed respectively, the Debtors are hereby authorized to amend or modify the Planat any time prior to the substantial consummation of the Plan, but only in accordance with section1127 of the Bankruptcy Code and Article X.A of the Plan, without further order of this Court.FF. Final Order.121. This Combined Order is a Final Order and the period in which an appealmust be Filed will commence upon entry of this Combined Order.Dated: ___________________Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZUNITED STATES BANKRUPTCY JUDGEDAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 567 o of f1 13345Exhibit APlanCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 578 o of f1 13345UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. )JOINT PREPACKAGED CHAPTER 11 PLAN OFREORGANIZATION OF INTRUM AB AND ITS DEBTORAFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE(FURTHER TECHNICAL MODIFICATIONS)PORTER HEDGES LLPJohn F. Higgins (TX 09597500)M. Shane Johnson (TX 24083263)1000 Main Street, 36th FloorHouston, TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: [email protected]@porterhedges.comMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: [email protected]@milbank.comProposed Co-Counsel to the Debtors Proposed Co-Counsel to the DebtorsDated: December 18, 20241 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 589 o of f1 13345iTABLE OF CONTENTSPageINTRODUCTION .......................................................................................................................... 1ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATIONOF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1A. Defined Terms ........................................................................................................ 1B. Rules of Interpretation; Computation of Time...................................................... 22C. Governing Law ..................................................................................................... 23D. Reference to Monetary Figures ............................................................................. 23E. Reference to the Debtors or the Reorganized Debtors .......................................... 23F. Consent and Consultation Rights .......................................................................... 23G. Controlling Document .......................................................................................... 24ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24A. Administrative Claims .......................................................................................... 24B. Professional Fee Claims ........................................................................................ 251. Professional Fee Claims ....................................................................................... 252. Professional Fee Escrow Account ....................................................................... 263. Professional Fee Escrow Amount ........................................................................ 264. Post-Confirmation Date Fees and Expenses ........................................................ 26C. Priority Tax Claims ............................................................................................... 26D. Restructuring Expenses ......................................................................................... 27ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS ANDINTERESTS ......................................................................................................... 27A. Classification of Claims and Interests................................................................... 27B. Treatment of Classes of Claims and Interests ....................................................... 281. Class 1 — Other Secured Claims ........................................................................ 282. Class 2 — Other Priority Claims ......................................................................... 293. Class 3 — RCF Claims ........................................................................................ 294. Class 4 — Senior Secured Term Loan Claims .................................................... 305. Class 5 — Notes Claims ...................................................................................... 306. Class 6 — General Unsecured Claims ................................................................. 317. Class 7 —Intercompany Claims .......................................................................... 318. Class 8 —Existing Equity Interests ..................................................................... 319. Class 9 —Intercompany Interests ........................................................................ 31CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 690 o of f1 13345iiC. Special Provision Governing Unimpaired Claims ................................................ 32D. Elimination of Vacant Classes .............................................................................. 32E. No Waiver ............................................................................................................. 32F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of theBankruptcy Code .................................................................................................. 33H. Controversy Concerning Impairment ................................................................... 33I. Subordinated Claims ............................................................................................. 33ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33A. General Settlement of Claims and Interests .......................................................... 33B. Restructuring Transactions ................................................................................... 34C. Sources of Consideration for Plan Distributions .................................................. 341. Issuance of the New Money Notes ...................................................................... 342. Equity Issuance .................................................................................................... 363. SSRCF ................................................................................................................. 364. Amended Senior Secured Term Loan .................................................................. 375. Exchange Notes ................................................................................................... 38D. Corporate Action ................................................................................................... 39E. Corporate Existence .............................................................................................. 40F. Vesting of Assets in the Reorganized Debtors ..................................................... 40G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,Certificates, and Other Documents ....................................................................... 41H. Effectuating Documents; Further Transactions .................................................... 41I. Certain Securities Law Matters ............................................................................. 41J. Section 1146(a) Exemption................................................................................... 42K. Employee and Retiree Benefits ............................................................................. 43L. Preservation of Causes of Action .......................................................................... 43ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIREDLEASES ................................................................................................................ 44A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44B. Indemnification Obligations ................................................................................. 46C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46E. Insurance Policies ................................................................................................. 47CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 601 o of f1 13345iiiF. Modifications, Amendments, Supplements, Restatements, or OtherAgreements ........................................................................................................... 48G. Reservation of Rights ............................................................................................ 48H. Nonoccurrence of Effective Date .......................................................................... 48I. Contracts and Leases Entered into after the Petition Date .................................... 49ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49A. Distributions on Account of Claims and Interests Allowed as of theEffective Date ....................................................................................................... 49B. Rights and Powers of Distribution Agent ............................................................. 491. Powers of the Distribution Agent ........................................................................ 492. Expenses Incurred on or after the Confirmation Date ......................................... 49C. Special Rules for Distributions to Holders of Disputed Claims andInterests ................................................................................................................. 50D. Delivery of Distributions ...................................................................................... 501. Compliance Matters ............................................................................................. 502. Foreign Currency Exchange Rate ........................................................................ 513. Undeliverable, and Unclaimed Distributions ....................................................... 514. Surrender of Cancelled Instruments or Securities ............................................... 52E. Claims Paid or Payable by Third Parties .............................................................. 521. Claims Paid by Third Parties ............................................................................... 522. Claims Payable by Insurance Carriers ................................................................. 533. Applicability of Insurance Policies ...................................................................... 53F. Setoffs ................................................................................................................... 53G. Allocation between Principal and Accrued Interest .............................................. 53H. Minimum Distributions ......................................................................................... 54ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54A. Disputed Claims Generally ................................................................................... 54B. Objections to Claims ............................................................................................. 54C. Estimation of Claims............................................................................................. 55D. Disallowance of Claims ........................................................................................ 55E. No Distributions Pending Allowance ................................................................... 55F. Distributions after Allowance ............................................................................... 55G. Claim Resolution Procedures Cumulative ............................................................ 55H. Single Satisfaction of Claims and Interests .......................................................... 56ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 612 o of f1 13345ivA. Discharge of Claims and Termination of Interests ............................................... 56B. Release of Liens .................................................................................................... 56C. Releases by the Debtors ........................................................................................ 57D. Releases by Holders of Claims and Interests ........................................................ 58E. Exculpation ........................................................................................................... 59F. Injunction .............................................................................................................. 60G. Reimbursement or Contribution ........................................................................... 61ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61A. Conditions Precedent to the Effective Date .......................................................... 61B. Waiver of Conditions Precedent ........................................................................... 63ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64A. Modification of Plan ............................................................................................. 64B. Effect of Confirmation on Modifications ............................................................. 64C. Withdrawal of Plan ............................................................................................... 64ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67A. Immediate Binding Effect ..................................................................................... 67B. Additional Documents .......................................................................................... 67C. Payment of Statutory Fees .................................................................................... 67D. Reservation of Rights ............................................................................................ 68E. Successors and Assigns......................................................................................... 68F. Service of Documents ........................................................................................... 68G. Term of Injunctions or Stays................................................................................. 69H. Entire Agreement .................................................................................................. 69I. Plan Supplement ................................................................................................... 69J. Non-Severability ................................................................................................... 69K. Votes Solicited in Good Faith ............................................................................... 70L. Closing of Chapter 11 Cases ................................................................................. 70M. Waiver or Estoppel ............................................................................................... 70N. Creditor Default .................................................................................................... 70O. 2002 Notice Parties ............................................................................................... 71CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 623 o of f1 133451INTRODUCTIONIntrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged planof reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests inthe Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan andnot otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtorsseek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors area proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan doesnot contemplate substantive consolidation of any of the Debtors. Reference is made to theDisclosure Statement for a discussion of the Debtors’ history, business, properties and operations,projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, andcertain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and theclassification of Claims and Interests set forth herein shall apply separately to each of the Debtors.ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READTHE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TOACCEPT OR REJECT THE PLAN.ARTICLE IDEFINED TERMS, RULES OF INTERPRETATION,COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCESA. Defined Terms1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 betweenthe Company (as issuer) and the Eurobond Trustee (as amended, amended and restated orsupplemented from time to time).3. “2025 MTN Issuance Agreement” means a notes program issuance agreementbetween, among others, the Company and Swedbank AB as lead arranger, originally datedFebruary 10, 2012 (in each case, as amended, amended and restated, or supplemented from timeto time).4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025Tranche 2 MTNs; and (c) the 2025 Tranche 3 MTNs.5. “2025 PPN Indenture” means the indenture between, among others, the Company(as issuer) and the PPN Trustee, dated December 13, 2019 (as amended, amended and restated orsupplemented from time to time).6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate mediumterm notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 634 o of f1 1334527. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-termnotes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate mediumterm notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June2018 with ISIN SE0013104080 and pursuant to the 2025 MTN Issuance Agreement.9. “2026 Eurobonds” means Notes issued under the 2026 Eurobonds Indenture.10. “2026 Eurobonds Indenture” means the indenture dated July 31, 2019 between theCompany (as issuer) and the Eurobond Trustee (as amended, amended and restated orsupplemented from time to time).11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notesdue 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notesprogram issuance agreement between, among others, the Company and Swedbank AB as leadarranger, originally dated 10 February 2012 (in each case, as amended, amended and restated orsupplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027Eurobonds Indenture.12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restatedor supplemented from time to time).13. “2028 Eurobonds” means Notes issued under the 2028 Eurobonds Indenture.14. “2028 Eurobonds Indenture” means the indenture dated December 14, 2022between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restatedor supplemented from time to time).15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-UpAgreement.16. “Additional Backstop Provider” means any person who accedes to the BackstopAgreement and Lock-Up Agreement as a Backstop Provider on or after the date of the BackstopAgreement.17. “Additional Consenting Noteholders” means any person which has become aConsenting Noteholder in accordance with the Lock-Up Agreement on or after the effective dateof the Lock-Up Agreement.18. “Additional Participating Lender” means any person which has become aParticipating Lender in accordance with the Lock-Up Agreement on or after the effective date ofthe Lock-Up Agreement.19. “Administrative Claim” means a Claim for costs and expenses of administration ofthe Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 645 o of f1 133453Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or afterthe Petition Date until and including the Effective Date of preserving the Estates and operating theDebtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees andcharges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of theUnited States Code; and (e) the Restructuring Expenses.20. “Administrative Claims Bar Date” means the deadline for Filing requests forpayment of Administrative Claims, which: (a) with respect to Administrative Claims other thanProfessional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect toProfessional Fee Claims, shall be 45 days after the Effective Date.21. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. Withrespect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if theEntity were a Debtor.22. “Agents” means, collectively, the RCF Facility Agent, the agent under the SeniorSecured Term Loan, and the Security Agent.23. “Agents/Trustees” means, collectively, the Agents and the Notes Trustees.24. “Agreed Steps Plan” means the implementation steps for the RestructuringTransactions as agreed in accordance with the Lock-Up Agreement.25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under theBankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than withrespect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proofof Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determineto deem Unimpaired Claims Allowed to the same extent such Claims would be allowed underapplicable non-bankruptcy law.26. “Amended and Restated Senior Secured Term Loan” means the credit facilityamending the Senior Secured Term Loan as provided under the Amended Senior Secured TermLoan Credit Agreement.27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means thedefinitive credit agreement governing the Amended Senior Secured Term Loan, which shall beconsistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.28. “Amended and Restated Senior Secured Term Loan Term Sheet” means theAmended Piraeus Facility Term Sheet attached to the Plan Supplement as Exhibit Q.29. “Ancillary Facility” has the meaning set forth in the Facility Agreement.30. “Ancillary Facility Claim” means a Claim under any Ancillary Facility.31. “Avoidance Actions” means any and all actual or potential avoidance, recovery,subordination, or other claims, actions, or remedies that may be brought by or on behalf of theDebtors or their Estates or other authorized parties in interest under the Bankruptcy Code orCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 656 o of f1 133454applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544,545, and 547 through and including 553 of the Bankruptcy Code, or other similar or related state,federal, or foreign statutes, common law, or other applicable law.32. “Backstop Agreement” means the agreement attached as Exhibit C to the DisclosureStatement, dated on July 10, 2024, setting out the terms of the backstop commitments provided bythe Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may befurther amended, restated, amended and restated, modified or supplemented from time to time inaccordance with the terms thereof).33. “Backstop Fee” means the fee to be provided to the Backstop Providers inaccordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of NewMoney Notes.34. “Backstop Providers” means, collectively, (a) each person identified as such in asignature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time oftheir accession), and (b) each Additional Backstop Provider.35. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.36. “Bankruptcy Court” means the United States Bankruptcy Court for the SouthernDistrict of Texas, Houston Division or such other court having jurisdiction over the Chapter 11Cases.37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure aspromulgated by the United States Supreme Court under section 2075 of title 28 of the United StatesCode, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambersrules of the Bankruptcy Court.38. “Business Day” means any day, other than a Saturday, Sunday, or a “legal holiday,”as defined in Bankruptcy Rule 9006(a).39. “Cash” means the legal tender of the United States of America or the equivalentthereof, including bank deposits and checks.40. “Cause of Action” means any action, claim, cause of action, controversy, demand,right, action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment,account, defense, offset, power, privilege, license, and franchise of any kind or characterwhatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured orunsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date,in contract or in tort, in law or in equity, or pursuant to any other theory of law, whether arisingunder any state or federal law or regulation of the United States of America or of any law orregulation in any other jurisdiction. For the avoidance of doubt, “Cause of Action” includes: (a)any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breachof duties imposed by law or in equity; (b) any claim based on or relating to, or in any mannerCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 667 o of f1 133455arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation ofstate or federal law or breach of any duty imposed by law or in equity, including securities laws,negligence, and gross negligence; (c) the right to object to Claims or Interests; (d) any Claimpursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, includingfraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the BankruptcyCode; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other AvoidanceAction.41. “Certificate” means any instrument evidencing a Claim or Interest.42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, anycase pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Courtand (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 casespending for the Debtors in the Bankruptcy Court.43. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code.44. “Claims and Noticing Agent” means Kroll Restructuring Administration LLC, inits capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of theBankruptcy Court.45. “Claims Register” means the official register of Claims and Interests in the Debtorsmaintained by the Claims and Noticing Agent.46. “Class” means a class of Claims or Interests, as set forth in Article III hereofpursuant to section 1122(a) of the Bankruptcy Code.47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic CaseFiling system.48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuantto Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at whichthe Debtors seek entry of the Combined Order.49. “Combined Order” means the order of the Bankruptcy Court confirming this Planpursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant tosection 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including theBackstop Fee.50. “Company” means Intrum AB (publ), a public limited liability company registeredunder the laws of Sweden with registration number 556607-7581.51. “Confirmation” means entry of the Combined Order on the docket of the Chapter11 Cases.52. “Confirmation Date” means the date on which the Bankruptcy Court enters theCombined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules5003 and 9021.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 678 o of f1 13345653. “Consent Fee Eligible Consenting Eurobond Noteholder” means a ConsentingNoteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party tothe Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as definedin the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breachedthe Lock-Up Agreement prior to, the Effective Date.54. “Consent Fee Eligible Participating Lender” means: (i) each Original ParticipatingLender; and (ii) each Participating Lender (other than an Original Participating Lender) whobecomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in theLock-Up Agreement), and remains a Participating Lender on, and has not materially breached theLock-Up Agreement prior to, the Effective Date.55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditormay be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the contextrequires.56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) anyHolder of Notes Claims which has become an Additional Consenting Noteholder in accordancewith the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in eachcase, it has ceased to be a Consenting Noteholder in accordance with the Lock-Up Agreement.57. “Consummation” means the occurrence of the Effective Date.58. “Core Noteholder Group” means the Notes Ad Hoc Group and each other OriginalConsenting Noteholder identified as a member of the Core Noteholder Group in its signature pageto the Lock-Up Agreement.59. “Covered Entities” has the meaning ascribed to it in Article VIII.E.60. “Covered Matters” has the meaning ascribed to in Article VIII.E.61. “Cure” means the payment of a Claim (unless waived or modified by the applicablecounterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Leaseassumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is notrequired to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.62. “Cure Amount” means as applicable, (i) the payment of Cash by the Debtor, or theDistribution of other property (as the parties may agree or the Bankruptcy Court may order), asnecessary to (a) Cure a monetary default by the Debtor in accordance with the terms of anExecutory Contract or Unexpired Lease and (b) permit the Debtor to assume such ExecutoryContract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the paymentof Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code toReinstate a Claim.63. “Debtor” or “Debtors” has the meaning provided in the preamble of this Plan.64. “Debtor Release” means the releases by the Debtors set forth in Article VIII.Cherein.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 689 o of f1 13345765. “Definitive Documents” means the definitive documents and agreements governingthe Restructuring Transactions (including any related orders, agreements, instruments, schedules,or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, orsupplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and otherdocuments and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the PlanSupplement (and all exhibits and other documents and instruments related thereto and includedtherein); (iv) the Disclosure Statement and the Solicitation Materials; (v) the Combined Order; (vi)the Scheduling Order; (vii) the First Day Pleadings and the First Day Orders; (viii) the TransactionDocuments; (ix) any other document or agreement necessary or advisable to be entered into,adopted, or filed to implement the Restructuring Transactions; and (x) any motion, brief, orpleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (orequivalent, as applicable) in these Chapter 11 Cases, the Swedish Company ReorganisationProcess, or any related proceeding, including any motion, brief, or pleading seeking approval orconfirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subjectto the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as setforth in the Lock-Up Agreement.66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, datedas of October 17, 2024, as may be amended, supplemented, or modified from time to time,including all exhibits and schedules thereto and references therein that relate to the Plan, that isprepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and anyother applicable law.67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is notAllowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, asapplicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwisemade a written request to a Debtor for payment, without any further notice to or action, order, orapproval of the Bankruptcy Court.68. “Distribution” means a distribution made or facilitated by a Distribution Agentpursuant to the Plan.69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entitythe Reorganized Debtors select to make or to facilitate Distributions in accordance with the Plan.70. “Distribution Date” means, except as otherwise set forth herein, the date or datesdetermined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon whichthe Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receiveDistributions under the Plan.71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-UpAgreement.72. “Early Bird Eligible Consenting Eurobond Noteholder” means a ConsentingNoteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party tothe Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee DeadlineCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 790 o of f1 133458and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreementprior to, the Effective Date.73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird EligibleConsenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of theaggregate principal amount of its Locked-Up Debt (as defined in the Lock-Up Agreement)comprising Eurobonds as of the Early Bird Consent Fee Deadline and described in further detailin the Lock-Up Agreement.74. “Effective Date” means the date that is the first Business Day after the ConfirmationDate on which all conditions precedent to the occurrence of the Effective Date set forth in ArticleIX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.75. "Effective Date Failed CP Notice" means a notice delivered after the Long-StopTime by the Majority Core Noteholder Group or the Majority Participating Lenders (in each case,acting reasonably) stating in writing that a condition precedent to the occurrence of the EffectiveDate set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a mannerreasonably acceptable to the party delivering such notice and that they will not waive suchcondition precedent.76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTNHolder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to0.25% of the aggregate principal amount of its Notes Claims in that MTN Issuance.77. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.78. “Estate” means the estate of any Debtor created under sections 301 and 541 of theBankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible ConsentingEurobond Noteholder, a consent fee equal to 0.5% of the aggregate principal amount of its Locked-Up Notes Debt comprising Eurobonds as of the Noteholder Record Date and described in furtherdetail in the Lock-Up Agreement.80. “Eurobond Trustee” means Citibank, N.A., London Branch.81. “Eurobonds” means (a) the 2025 Eurobonds; (b) 2026 Eurobonds; (c) the 2027Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or suchother Entity as may be agreed between the Company, the Majority Participating Lenders and theMajority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Planconsistent with the terms as set forth in the Plan Supplement and the Lock-Up Agreement.83. “Exchange Notes Indenture” means that certain indenture which shall govern theExchange Notes.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 701 o of f1 13345984. “Exculpated Party” means, collectively, and in each case in its capacity as suchand, in each case, to the maximum extent permitted by law, the Debtors.85. “Exculpation” means the exculpation provision set forth in Article VIII.E hereof.86. “Executory Contract” means a contract or lease to which one or more of the Debtorsis a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.87. “Existing Equity Interests” means any issued, unissued, authorized, or outstandingordinary shares or shares of common stock, preferred stock, or other instrument evidencing anownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybasedawards, or contractual rights to purchase or acquire such interests at any time and all rightsarising with respect thereto that existed immediately before the Effective Date.88. “Facility Agreement” means the revolving facility agreement originally dated 6December 2019 between, among others, the Company, Lock TopCo AS, a private limited liabilitycompany (aksjeselskap) registered under the laws of Norway with registration number 913 852508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended andrestated, modified or supplemented from time to time, including by an amendment and restatementdeed dated 7 December 2020, and including all exhibits and other documents and instrumentsrelated thereto).89. “Facility Agreement Amendments Documents” means the SSRCF CreditAgreement and any and all documents (other than the Notes Amendments Documents, the NewMoney Documents and the Restructuring Documents (as defined in the Lock-Up Agreement)except with respect to the Intercreditor Agreement and New Security Documents, which shall, forthe avoidance of doubt, each be a Facility Agreement Amendments Document) required to effectthe amendment of the Facility Agreement in accordance with the Lock-Up Agreement.90. “Facility Agreement Documents” means, collectively, the Facility Agreement andall other agreements, documents, and instruments delivered or entered into in connectiontherewith.91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases withthe Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and NoticingAgent or the Bankruptcy Court.92. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.93. “Final Order” means an order of the Bankruptcy Court or other court of competentjurisdiction with respect to the relevant subject matter that has not been reversed, modified oramended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for newtrial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding fora new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has beentaken or any petition for certiorari that has been or may be Filed has been withdrawn withprejudice, resolved by the highest court to which the order could be appealed or from whichcertiorari could be sought, or the new trial, reargument or rehearing shall have been denied,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 712 o of f1 1334510resulted in no modification of such order or has otherwise been dismissed with prejudice; provided,that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or anyanalogous rule under the Bankruptcy Rules, may be filed with respect to such order will notpreclude such order from being a Final Order.94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use ofCash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuantto Bankruptcy Rule 4001(b) or the Final Order (I) Authorizing Postpetition Use of Cash Collateral,(II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant to BankruptcyRule 4001(b).95. “First Day Orders” means any interim or Final Order of the Bankruptcy Courtgranting the relief requested in the First Day Pleadings (as may be amended, supplemented ormodified from time to time).96. “First Day Pleadings” means all motions, applications, notices or other pleadingsthat the Debtors File or propose to File in connection with the commencement of the Chapter 11Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modifiedfrom time to time), including the proposed First Day Orders.97. “General Unsecured Claim” means any Claim that is not a Secured Claim, otherthan (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) NotesClaims.98. “Governmental Unit” has the meaning set forth in section 101(27) of theBankruptcy Code.99. “HoldCo” means Intrum Investments and Financing AB, a company registeredunder the laws of Sweden with registration number 559481-4906.100. “Holder” means any Entity that is the record or beneficial owner of any Claim orInterest, including any nominees, investment managers, investment advisors, sub-advisors, ormanagers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim orInterest.101. “Holding Period Trust” means a trust to be established on customary terms for afixed period of twelve months following the Effective Date to hold certain Distributions inaccordance with the Lock-Up Agreement.102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claimsor Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.103. “Indemnification Provisions” means each of the Debtors’ indemnificationprovisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, otherformation documents, board resolutions, indemnification agreements, employment agreements,engagement letters, or other contracts, for the current and former directors, officers, managers,employees, attorneys, other professionals, and agents of the Debtors and such current and formerCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 723 o of f1 1334511directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’respective Affiliates.104. “Insurance Policies” means all insurance policies issued or providing coverage atany time to any of the Debtors or any of their predecessors and all agreements, documents, lettersof indemnity, or instruments relating thereto.105. “Insurer” means any company or other entity that has issued or entered into anInsurance Policy, any third-party administrator, and any respective predecessors or affiliatesthereof.106. “Intercompany Claim” means any Claim against a Debtor held by another Debtoror a member of the Intrum Group.107. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.108. “Intercreditor Agreement” means the intercreditor agreement, originally dated June26, 2017 between, amongst others, the Company and the Security Agent (as amended,supplemented, or restated from time to time, including by amendment agreement dated January15, 2020).109. “Interest” means the common stock, preferred stock, limited liability companyinterests, and any other equity, ownership, or profits interests of any Debtor, including, withoutlimitation, options, warrants, rights, or other securities or agreements to acquire the common stock,preferred stock, limited liability company interests, or other equity, ownership, or profits interestsof any Debtor (whether or not arising under or in connection with any employment agreement).110. “Intrum Group” means Intrum AB, its subsidiaries, and the other entities controlledby Intrum AB or its subsidiaries.111. “Law” means any federal, state, local, or foreign law (including common law),statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validlyadopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction(including the Bankruptcy Court).112. “Lender Record Date” has the meaning set forth in the Lock-Up Agreement.113. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.114. “Lock-Up Agreement” means that certain Lock-Up Agreement, a redacted versionof which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and amongthe Company and the Consenting Creditors and the other parties who signed the signature pagesthereto, including all exhibits and attachments thereto, as amended pursuant to an amendment andrestatement agreement dated August 15, 2024, as may be further amended, restated, amended andrestated, modified, or supplemented from time to time in accordance with the terms thereof.115. “Locked-Up Facility Agreements Debt” means, in relation to:CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 734 o of f1 1334512(a) an Original Participating Lender, the amount of RCF Claims held by that ParticipatingLender from time to time, including: (i) the amount of RCF Claims stated in the mostrecent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by thatOriginal Participating Lender to the Information Agent (as defined in the Lock-UpAgreement) in accordance with the Lock-Up Agreement or, if the OriginalParticipating Lender has not delivered a Confidential Annexure (as defined in the Lock-Up Agreement) to the Information Agent (as defined in the Lock-Up Agreement), theamount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of theLUA Amendment and Restatement Agreement to the Lock-Up Agreement, plus (ii)any accrued and unpaid interest (including any default interest) thereon, plus (iii) theprincipal amounts of any other RCF Claims plus any accrued and unpaid interest(including any default interest) transferred to it after the Second Effective Date (asdefined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that becomelocked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not alreadyreflected in Schedule 1 of the LUA Amendment and Restatement Agreement or suchOriginal Participating Lender’s most recent Confidential Annexure (if any); and(b) a Participating Lender other than an Original Participating Lender, the amount of RCFClaims held by that Participating Lender from time to time, including: (i) the amountof RCF Claims stated in the most recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that Participating Lender to the Information Agent (asdefined in the Lock-Up Agreement) in accordance with the Lock-Up Agreement, plus(ii) any accrued and unpaid interest (including any default interest) thereon, plus (iii)the principal amounts of any other RCF Claims plus any accrued and unpaid interest(including any default interest) transferred to it after the date on which it acceded to theLock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-uppursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflectedin such Participating Lender's most recent Confidential Annexure (as defined in theLock-Up Agreement)).116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, theamount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) theamount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accruedand unpaid interest (including any default interest) thereon and the principal amounts of any otherNotes Claims transferred to it after the First Effective Date (as defined in the Lock-Up Agreement),in each case excluding any Notes Claims held by it as a broker-dealer in its capacity as a QualifiedMarket-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims thathave become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent notalready reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to theextent not reduced or transferred by such Consenting Noteholder under and in accordance with theLock-Up Agreement.117. “Long-Stop Time” means (a) 11:59 p.m. (London time) on March 31, 2025, or (b)(i) if a Compromise Process (as defined in the Lock-Up Agreement) has been Launched (as definedin the Lock-Up Agreement) and remains ongoing as at March 31, 2025, 11:59 p.m. (London time)on May 31, 2025 or (ii) otherwise, such later date and time as may be extended in writing (whetherCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 745 o of f1 1334513pursuant to a single extension or multiple extensions) with the agreement of each of the Companyand the Majority Consenting Creditors; provided that such date shall not be extended beyond May31, 2025 without the prior written consent of all Consenting Creditors.118. “LUA Amendment and Restatement Agreement” means the amendment andrestatement agreement to the Lock-Up Agreement dated 15 August 2024 between the Company,the Information Agent (as defined therein), and certain other parties thereto.119. “LUA Compliance Certificate” means a certificate signed by an officer of theCompany and dated not more than 10 days before the Effective Date confirming that the Companyhas continued to comply with each of the restrictions and covenants set out in the Lock-UpAgreement (as they apply to the Company and to the Company’s obligations to procurecompliance by each other member of the Group (as defined in the Lock-Up Agreement) with anysuch restrictions and covenants) in all material respects since the termination of the Lock-UpAgreement or where the Company failed to comply with any such restriction or covenant (or suchobligation to procure) set out in the Lock-Up Agreement in any material respect and where failureto comply was capable of remedy, such failure to comply was remedied within five (5) BusinessDays of the date on which the Company became aware of the failure to comply or the MajorityCore Noteholder Group or the Majority Participating Lenders delivered a notice to the Companyalleging failure to comply, as if the Lock-Up Agreement were still in full force and effect.120. “Majority Consenting Creditors” means: (a) the Majority Consenting Noteholdersand (b) the Majority Participating Lenders.121. “Majority Consenting Noteholders” means Consenting Noteholders whoseLocked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debtheld by all Consenting Noteholders at the relevant time.122. “Majority Core Noteholder Group” means one or more members of the CoreNoteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents morethan 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core NoteholderGroup at the relevant time.123. “Majority Participating Lenders” means the Participating Lenders whose Locked-Up Facility Agreements Debt represents at least 66⅔% by value of the aggregate Locked-UpFacility Agreement Debt of all Participating Lenders, at the relevant time.124. “MTN Agent” means Nordic Trustee & Agency AB (publ).125. “MTN Terms and Conditions” means the terms and conditions governing eachMTN Issuance including, for the avoidance of doubt, any final terms.126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and eachof the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individuallyas an “MTN Issuance”.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 756 o of f1 1334514127. “New Money Documents” means any and all documents (other than the FacilityAgreement Amendments Documents, the Notes Amendments Documents, and the RestructuringDocuments) required to effect the issuance of the New Money Notes in accordance with, and interms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the RestructuringImplementation Deed, which the Debtors and the Consenting Creditors anticipate will include,without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes PurchaseAgreement; and (c) the escrow agreement relating to the New Money Notes.128. “New Money Notes” means the notes to be issued under and governed by the NewMoney Notes Indenture.129. “New Money Notes Indenture” means the indenture to be entered into relating tothe New Money Notes between, among others, the issuer of the New Money Notes, the guarantorsparty thereto, the trustee and the security agent thereto.130. “New Money Notes Purchase Agreement” means the note purchase agreement tobe entered into between, among others, the issuer of the New Money Notes, the guarantors partythereto and each purchaser of New Money Notes party thereto.131. “New Security Documents” means each document governing security to be grantedin accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the ExchangeNotes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, theRestructuring Implementation Deed, and the Agreed Steps Plan.132. “Nominee” means, with respect to each Consenting Creditor and, for the purposesof the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as definedin the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other relatedperson approved by the Company (acting reasonably and in good faith) to receive any of itsentitlements or rights and obligations pursuant to the Restructuring Transactions to the fullestextent permitted by applicable law; provided that each such Consenting Creditor (or BackstopProvider, as the case may be) still remains and shall remain liable and responsible for theperformance of all obligations assumed by any such person on its behalf and non-performance byany such person of any obligations of a Consenting Creditor shall not relieve such ConsentingCreditor from its obligations under the Lock-Up Agreement.133. “Noteholder Ordinary Shares” means new equity to be issued by the Company,being, as of the Effective Date, 10% of the ordinary shares in the capital of the Company on a fullydiluted basis, on the terms set out more fully in the Lock-Up Agreement, the. RestructuringImplementation Deed, and the Agreed Steps Plan.134. “Noteholder Record Date” means such date and time as shall be agreed betweenthe Company and the Majority Core Noteholder Group (each using their reasonable endeavors toensure the date and time is agreed not less than ten (10) Business Days prior to such date and time).135. “Notes” means: (a) the Eurobonds and (b) the MTNs, in each case which remainoutstanding as of the Petition Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 767 o of f1 1334515136. “Notes Ad Hoc Group” has the meaning set forth in the Lock-Up Agreement.137. “Notes Ad Hoc Group Advisors” means the Notes Ad Hoc Group Counsel and theNotes Ad Hoc Group Financial Advisors.138. “Notes Ad Hoc Group Counsel” means Latham & Watkins LLP and Latham &Watkins (London) LLP, and Advokatfirmaet Schjødt AS, filial or any of their respective affiliates,local bankruptcy counsel to the Notes Ad Hoc Group, other local counsel or conflicts counselretained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legalcounsel to the Notes Ad Hoc Group.139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited orany successor financial advisor to the Notes Ad Hoc Group.140. “Notes Amendments Documents” means any and all documents, agreements andinstruments (other than the Facility Agreement Amendments Documents and the New MoneyDocuments), including the Exchange Notes Indenture, required to propose, implement andconsummate the exchange of the Notes in accordance with the Lock-Up Agreement, the AgreedSteps Plan, and the Restructuring Implementation Deed.141. “Notes Claims” means Claims on account of the Notes.2142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTNAgent (if any).143. “Original Consenting Noteholders” means each Noteholder (as defined in theLock-Up Agreement) identified in the signature pages to the Lock-Up Agreement.144. “Original Participating Lender” has the meaning ascribed to such term in the Lock-Up Agreement.145. “Other Priority Claim” means any Claim other than an Administrative Claim or aPriority Tax Claim entitled to priority in right of payment under section 507(a) of the BankruptcyCode.146. “Other Secured Claim” means any Secured Claim against the Debtors other thanthe RCF Claims and the Senior Secured Term Loan Claims.147. “Participating Eurobond Holder” means a Holder of Participating Eurobonds.148. “Participating Eurobonds” means the outstanding Eurobonds.149. “Participating Lender” means the Original Participating Lenders and theAdditional Participating Lenders.2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 778 o of f1 1334516150. “Participating MTN Holder” means a Holder of Participating MTNs.151. “Participating MTNs” means the outstanding 2025 MTNs and 2026 MTNs.152. “Participating Notes Claim” means Claims held by Participating Eurobond Holdersand Participating MTN Holders.153. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.154. “Petition Date” means the date on which the Debtors commence the Chapter 11Cases.155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplementedfrom time to time in accordance with the terms hereof, including the Plan Supplement and allexhibits, supplements, appendices, and schedules.156. “Plan Supplement” means any supplemental appendix to the Plan, containingcertain documents and forms of documents, schedules, and exhibits relevant to the implementationof the Plan, as may be amended, modified or supplemented from time to time in accordance withthe terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, theBankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with theBankruptcy Court at least seven (7) days prior to the deadline to object to Confirmation.157. “PPN Trustee” means Citibank, N.A., London Branch.158. “PPNs” means the Notes issued pursuant to the 2025 PPN Indenture.159. “Prepetition Finance Documents” means the 2025 PPN Indenture, the FacilityAgreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 EurobondIndenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kindspecified in section 507(a)(8) of the Bankruptcy Code.161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claimor an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims orAllowed Interests in that Class.162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant toa Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to becompensated for services rendered prior to or on the Effective Date pursuant to sections 327, 328,329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement hasbeen Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.163. “Professional Fee Amount” means the aggregate amount of Professional FeeClaims and other unpaid fees and expenses the Professionals estimate they have incurred or willincur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimatesProfessionals shall deliver to the Debtors as set forth in Article II.B of the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 789 o of f1 1334517164. “Professional Fee Claim” means any Administrative Claim for the compensationof Professionals and the reimbursement of expenses incurred by such Professionals through andincluding the Confirmation Date to the extent such fees and expenses have not been paid pursuantto an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by aFinal Order any amount of a Professional’s requested fees and expenses, then the amount by whichsuch fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.165. “Professional Fee Escrow Account” means an account funded by the Debtors withCash on the Effective Date in an amount equal to the Professional Fee Amount.166. “Proof of Claim” means a proof of Claim against any of the Debtors Filed in theChapter 11 Cases.167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, orarising under the Facility Agreement or the Facility Agreement Documents including, for theavoidance of doubt, all Ancillary Facility Claims.3168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date inaccordance with the Lock-Up Agreement and occurrence of the Effective Date.169. “RCF Facility Agent” means the “Facility Agent” from time to time under, and asdefined in, the Facility Agreement.170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCFFacility Agent including, but not limited to, in connection with the negotiation and implementationof the Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan,including, but not limited to, any local counsel or conflicts counsel retained by the RCF FacilityAgent in each applicable jurisdiction.171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone1 Date (under, and as defined in, the Lock-Up Agreement) payable in accordance with the Lock-Up Agreement.172. “RCF Lock-Up Fee” means, in respect of a Consent Fee Eligible ParticipatingLender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Datepayable in accordance with the Lock-Up Agreement and subject to the occurrence of the EffectiveDate.173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims andInterests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124of the Bankruptcy Code.3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 890 o of f1 1334518175. “Rejected Executory Contract and Unexpired Lease List” means the list, asdetermined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts andUnexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which listshall be included in the Plan Supplement.176. “Related Party” means, each of, and in each case in its capacity as such, currentand former directors, managers, officers, control persons, investment committee members,members of any governing body, equity holders (regardless of whether such interests are helddirectly or indirectly), interest holders, affiliated investment funds or investment vehicles,managed accounts, or funds (including any beneficial holder for the account of whom such fundsare managed), predecessors, participants, successors, assigns, subsidiaries, partners, limitedpartners, general partners, principals, members, employees, agents, advisory board members,financial advisors, attorneys, accountants, investment bankers, consultants, representatives, andother professionals and advisors (including any attorneys or professionals retained by any currentor former director or manager of a Debtor in his or her capacity as director or manager as a Debtor),each in their capacity as such.177. “Released Party” means, collectively, and in each case in its capacity as such: (a)each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of theCore Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc groupand its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than GeneralUnsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders ofInterests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entityin clause (a) through the following clause (k); and (k) each Related Party (other than Holders ofInterests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entityin clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a ReleasedParty if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordancewith the Solicitation Materials provided to such party and the Scheduling Order; or (y) timelyobjects to the releases contained in Article VIII hereof and such objection is not resolved beforeConfirmation; provided, further, that for the avoidance of doubt, any opt-out election made by aConsenting Creditor shall be void ab initio.178. “Releasing Parties” means, collectively, and in each case in its capacity as such:(a) each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member ofthe Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad HocGroup and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claimsother than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (otherthan Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity assuch) of each Entity in clause (a) through the following clause (k); and (k) each Related Party(other than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacityas such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entityshall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in ArticleVIII hereof in accordance with the Solicitation Materials provided to such party and the SchedulingOrder; or (y) timely objects to the releases contained in Article VIII hereof and such objection isnot resolved before Confirmation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 801 o of f1 1334519179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, bymerger, amalgamation, consolidation, or otherwise, on and after the Effective Date.180. “Restructuring Expenses” means all reasonably incurred, documented and invoicedand outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc GroupAdvisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, andthe SteerCo Advisors accrued since the inception of their respective engagements (whetherinvoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCFSteerCo Group and in the case of the RCF Facility Agent Counsel and the Security Agent Counsel,via the RCF Facility Agent or the Security Agent (respectively)).181. “Restructuring Implementation Deed” means the implementation deed setting outthe steps to implement the Plan as agreed to by the Majority Core Noteholder Group and theMajority Participating Lenders in accordance with the Lock-Up Agreement.182. “Restructuring Transactions” means the mergers, amalgamations, consolidations,arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,formations, dissolutions or other corporate transactions described in, approved by, contemplatedby, or undertaken to implement the Plan, including those transactions described in Article IV.B.183. “Rights Offering” means the rights offering of the New Money Notes on the termsand conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. TheRights Offering will be backstopped by the Backstop Providers on the terms set forth in theBackstop Agreement.184. “Rights Offering Documents” means collectively the Backstop Agreement and anyand all other agreements, documents, and instruments delivered or entered into in connection withthe Rights Offering, including the Rights Offering Procedures.185. “Rights Offering Procedures” means those certain rights offering procedures withrespect to the Rights Offering, which rights offering procedures shall be set forth in the RightsOffering Documents.186. “Schedule of Retained Causes of Action” means the schedule of Causes of Actionof the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same maybe amended, modified, or supplemented from time to time, which shall be included in the PlanSupplement.187. “Scheduling Order” means the order of the Bankruptcy Court setting the CombinedHearing and approving the solicitation procedures with respect to the Solicitation Materials.188. “Secured Claim” means a Claim: (a) secured by a Lien on property in which any ofthe Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicableLaw or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuantto section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in theDebtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, asdetermined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuantCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 812 o of f1 1334520to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance ofdoubt, the RCF Claims and Senior Secured Term Loan Claims shall be Secured Claims.189. “Securities Act” means the U.S. Securities Act of 1933, as amended.190. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.191. “Security Agent” means the “Security Agent” from time to time under, and asdefined in, the Intercreditor Agreement.192. “Security Agent Counsel” means the legal counsel engaged by the Security Agentincluding, but not limited to, in connection with the negotiation and implementation of theRestructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan includingbut not limited to, any local counsel or conflicts counsel retained by the Security Agent in eachapplicable jurisdiction.193. “Senior Secured Term Loan” means the €100 million term loan facility madeavailable to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facilityagreement dated 10 November 2023.194. “Senior Secured Term Loan Consent Letter” means the consent request letterrelating to the Senior Term Loan Agreement dated December 9, 2024, between the Company andthe Senior Secured Term Loan Lender.195. “Senior Secured Term Loan Facility Agent” means Piraeus Bank S.A.196. “Senior Secured Term Loan Claims” means claims related to the Senior SecuredTerm Loan.197. “Senior Secured Term Loan Lender” means a “Lender” under, and as defined in,the Senior Secured Term Loan.198. “Senior Secured Term Loan Lender Counsel” means Allen Overy ShearmanSterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in eachcase acting in their capacity as legal counsel to the Senior Secured Term Loan Facility Agent.199. “Simple Majority MTN Consent Fee” means, in respect of a Participating MTNHolder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% ofthe aggregate principal amount of its Notes in that MTN Issuance.200. “Solicitation Materials” means any materials used in connection with solicitationof votes on the Plan, including the Disclosure Statement, and any procedures established by theBankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-PartyRelease.201. “SSRCF” means the credit facility provided for under the SSRCF CreditAgreement.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 823 o of f1 1334521202. “SSRCF Credit Agreement” means the definitive credit agreement governing theSSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around theEffective Date.203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo FinancialAdvisors.204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associatedfirms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained bythe RCF SteerCo Group, in each case acting in their capacity as advisor to the RCF SteerCo Group.205. “SteerCo Financial Advisors” means N.M. Rothschild & Sons Limited and Alvarez& Marsal Nordics AB.206. “Subscription Rights” means the rights provided to eligible record Holders of NotesClaims consistent with the Lock-Up Agreement and the Rights Offering Documents to participatein the Rights Offering.207. “Swedish Company Reorganisation Process” means a Swedish companyreorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish CompanyReorganisation Act (Sw. lag (2022:964) om företagsrekonstruktion).208. “Swedish Court” means the District Court of Stockholm (Sw. Stockholms tingsrätt)(or any relevant court of appeal), contemplated to confirm the Swedish Reorganisation Plan.209. “Swedish RP Certificate” means a certificate signed by an officer of the Companyand issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a requestfor plan negotiations (including the Swedish Reorganisation Plan) in the Swedish CompanyReorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditorshave approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisitemajorities required for the confirmation of the Swedish Reorganisation Process; and (d) there areno events or circumstances (including but not limited to actual or potential appeals) existing whichwould or could reasonably prevent the Swedish Reorganisation Plan from being approved by thecourt by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of theBankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring EffectiveDate (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) theSwedish Reorganisation Process; (4) no event or circumstance has occurred which would or couldreasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) frombeing implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in theLock-Up Agreement) has not occurred, and the Company does not reasonably believe any suchMaterial Adverse Effect will occur before September 30, 2025.210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with theSwedish Court, to be approved by affected parties (or a sufficient majority of classes), andultimately confirmed by the Swedish Court as part of the Swedish Company ReorganisationProcess.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 834 o of f1 1334522211. “Swedish Reorganisation Plan Confirmation” means the decision by the SwedishCourt confirming the Swedish Reorganisation Plan, which confirmation shall be final and binding(Sw. lagakraftvunnen).212. “Third-Party Release” means the releases by Holders of Claims and Interests setforth in Article VIII.D herein.213. “Transaction Documents” means: (i) the Intercreditor Agreement, as amended,restated, or replaced; (ii) the Facility Agreement Amendments Documents; (iii) the NotesAmendments Documents; (iv) the New Money Documents; (v) the Exchange Notes Indenture;(vi) the Amended Senior Secured Term Loan Credit Agreement; (vii) the Agreed Steps Plan; (viii)the Restructuring Implementation Deed; (ix) the Rights Offering Documents; and (x) alldocuments required to effectuate the Noteholder Ordinary Share issuance.214. “Unexpired Lease” means a lease of nonresidential real property to which one ormore of the Debtors is a party that is subject to assumption or rejection under section 365 of theBankruptcy Code.215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within themeaning of section 1124 of the Bankruptcy Code.216. “U.S. Trustee” means the Office of the United States Trustee for the SouthernDistrict of Texas.B. Rules of Interpretation; Computation of TimeFor purposes of the Plan: (a) in the appropriate context, each term, whether stated in thesingular or the plural, shall include both the singular and the plural, and pronouns stated in themasculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;(b) unless otherwise specified, any reference herein to a contract, lease, instrument, release,indenture, or other agreement or document being in a particular form or on particular terms andconditions means that such document shall be substantially in such form or substantially on suchterms and conditions; (c) unless otherwise specified, any reference herein to an existing document,schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or maybe amended, modified, or supplemented; (d) unless otherwise specified, where a document oragreement referred to in this Plan is terminated on or before the Effective Date, a reference to suchdocument or agreement shall be a reference to the document or agreement as it stood immediatelyprior to its termination; (e) unless otherwise specified, all references herein to “Articles” and“Sections” are references to Articles and Sections, respectively, hereof or hereto; (f) the words“herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portionof the Plan; (g) captions and headings to Articles and Sections are inserted for convenience ofreference only and are not intended to be a part of or to affect the interpretation of the Plan; (h)unless otherwise specified herein, the rules of construction set forth in section 102 of theBankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwisedefined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaningassigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) referencesto docket numbers of documents Filed in the Chapter 11 Cases are references to the docketCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 845 o of f1 1334523numbers under the Bankruptcy Court’s CM/ECF system; (k) all references to statutes, regulations,orders, rules of courts, and the like shall mean as amended from time to time, and as applicable tothe Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions maybe interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent withthe overall purpose and intent of the Plan all without further notice to or action, order, or approvalof the Bankruptcy Court or any other Entity; provided, however, that no effectuating provisionshall be immaterial or deemed immaterial if it has any substantive legal or economic effect on anyparty.Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a)shall apply in computing any period of time prescribed or allowed herein. If the date on which atransaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, thensuch transaction shall instead occur on the next succeeding Business Day.C. Governing LawUnless a rule of law or procedure is supplied by federal law (including the BankruptcyCode and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of NewYork, without giving effect to the principles of conflict of laws, shall govern the rights, obligations,construction, and implementation of the Plan, any agreements, documents, instruments, orcontracts executed or entered into in connection with the Plan (except as with respect to thedocuments entered into to effect the Swedish Company Reorganisation Process, in which caseSwedish law shall control, or as otherwise set forth in those agreements, in which case thegoverning law of such agreement shall control); provided, however, that corporate governancematters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by thelaws of the jurisdiction of incorporation or formation of the relevant Debtor or ReorganizedDebtor, as applicable.D. Reference to Monetary FiguresAll references in the Plan to monetary figures refer to currency of the United States ofAmerica, unless otherwise expressly provided.E. Reference to the Debtors or the Reorganized DebtorsExcept as otherwise specifically provided in the Plan to the contrary, references in the Planto the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors tothe extent the context requires.F. Consent and Consultation RightsNotwithstanding anything in this Plan, the Disclosure Statement, or the Combined Orderto the contrary, any and all consent, consultation, and approval rights of the parties to the Lock-Up Agreement and/or Restructuring Implementation Deed set forth therein with respect to the formand substance of this Plan, any Definitive Document, any Transaction Document, all exhibits tothe Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect tothe implementation of the Plan and the Restructuring Transactions, including any amendments,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 856 o of f1 1334524restatements, supplements, or other modifications to such agreements and documents, and anyconsents, waivers, or other deviations under or from any such documents, shall be incorporatedherein by this reference (including with respect to the applicable definitions in Article I.A) and befully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred toin the immediately preceding sentence as such rights relate to any document referenced in theLock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impairsuch rights and obligations. In case of a conflict between the consent rights of the parties to theLock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-UpAgreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consentrights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or theCombined Order, the consent rights in the Lock-Up Agreement and/or RestructuringImplementation Deed shall control.G. Controlling DocumentIn the event of an inconsistency between the Plan and the Disclosure Statement, the termsof the Plan shall control in all respects. In the event of an inconsistency between the Plan and thePlan Supplement, the terms of the relevant document in the Plan Supplement shall control (unlessstated otherwise in such Plan Supplement document or the Combined Order). In the event of anyinconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,and the Combined Order, the Combined Order shall control.ARTICLE IIADMINISTRATIVE AND PRIORITY CLAIMSIn accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims,Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excludedfrom the Classes of Claims set forth in Article III of the Plan.A. Administrative ClaimsExcept with respect to Administrative Claims that are Professional Fee Claims or BackstopFees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and theDebtors or the Reorganized Debtors, as applicable, each Holder of an Allowed AdministrativeClaim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuantto section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and finalsatisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of suchAllowed Administrative Claim in accordance with the following: (a) if an Administrative Claimis Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonablypracticable thereafter (or, if not then due, when such Allowed Administrative Claim is due or assoon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as ofthe Effective Date, no later than 30 days after the date on which an order Allowing suchAdministrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c)if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinarycourse of their business after the Petition Date in accordance with the terms and conditions of theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 867 o of f1 1334525particular transaction giving rise to such Allowed Administrative Claim without any further actionby the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms asmay be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or(e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.Except as otherwise provided in this Article II.A of the Plan, and except with respect toAdministrative Claims that are Professional Fee Claims or Backstop Fees requests for payment ofAdministrative Claims must be Filed with the Bankruptcy Court and served on the Debtorspursuant to the procedures specified in the Combined Order and the notice of entry of theCombined Order no later than the Administrative Claims Bar Date. Holders of AdministrativeClaims that are required to, but do not, File and serve a request for payment of such AdministrativeClaims by such date shall be forever barred, estopped, and enjoined from asserting suchAdministrative Claims against the Debtors, the Reorganized Debtors, or their property and suchAdministrative Claims shall be deemed discharged as of the Effective Date. Objections to suchrequests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and therequesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, norequest for payment of an Administrative Claim need be Filed with the Bankruptcy Court withrespect to an Administrative Claim previously Allowed.The Backstop Fee will be set off in full on the Effective Date against the Purchase Price(as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the NewMoney Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid inCash to each Backstop Provider in accordance with the Backstop Agreement.B. Professional Fee Claims1. Professional Fee ClaimsAll applications for final allowance of Professional Fee Claims must be Filed and servedon the Reorganized Debtors and such other Entities who are designated in the Combined Order nolater than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to theProfessionals shall be paid in Cash to such Professionals from funds held in the Professional FeeEscrow Account after such Claims are Allowed by a Final Order. After all Allowed ProfessionalFee Claims have been paid in full, any excess amounts remaining in the Professional Fee EscrowAccount shall be returned to the Reorganized Debtors. To the extent that the funds held in theProfessional Fee Escrow Account are unable to satisfy the amount of Allowed Professional FeeClaims owed to the Professionals, the Reorganized Debtors shall pay such amounts within ten (10)Business Days of entry of the order approving such Professional Fee Claims.Objections to any Professional Fee Claim must be Filed and served on the ReorganizedDebtors and the requesting Professional by no later than thirty (30) days after the Filing of theapplicable final application for payment of the Professional Fee Claim. Each Holder of an AllowedProfessional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including fromthe Professional Fee Escrow Account, within five (5) Business Days after entry of the orderapproving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingleany funds contained in the Professional Fee Escrow Account and shall use such funds to pay onlythe Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 878 o of f1 1334526Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional FeeEscrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or beconstrued as a cap or limitation on the amount of Professional Fee Claims due and payable by theDebtors or the Reorganized Debtors.2. Professional Fee Escrow AccountOn the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shallestablish and fund the Professional Fee Escrow Account with Cash equal to the Professional FeeAmount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefitof the Professionals. Such funds shall not be considered property of the Estates of the Debtors orthe Reorganized Debtors.3. Professional Fee Escrow AmountTo receive payment for unbilled fees and expenses incurred through the Effective Date, theProfessionals shall estimate in good faith their Professional Fee Claims (taking into account anyretainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors atleast three (3) calendar days prior to the Confirmation Date. If a Professional does not providesuch estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of suchProfessional; provided that such estimate shall not be considered an admission or limitation withrespect to the fees and expenses of such Professional. The total amount so estimated as of theEffective Date shall comprise the Professional Fee Amount.4. Post-Confirmation Date Fees and ExpensesUpon the Confirmation Date, any requirement that Professionals comply with sections 327through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for servicesrendered after such date shall terminate. Each Reorganized Debtor may employ and pay any post-Effective Date fees and expenses of any professional, including any Professional, in the ordinarycourse of business without any further notice to or action, order, or approval of the BankruptcyCourt, including with respect to any transaction, reorganization, or success fees payable by virtueof Consummation of this Plan.C. Priority Tax ClaimsExcept to the extent that a Holder of an Allowed Priority Tax Claim agrees to a lessfavorable treatment, in full and final satisfaction, settlement, release, and discharge of and inexchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claimshall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the BankruptcyCode and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive intereston such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and1129(a)(9)(C) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 889 o of f1 1334527D. Restructuring ExpensesThe Restructuring Expenses incurred, or estimated to be incurred, up to and including theEffective Date (or, with respect to necessary post-Effective Date activities, after the EffectiveDate), shall be paid in full in Cash on the Effective Date (to the extent not previously paid duringthe course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-UpAgreement and the Restructuring Implementation Deed, without any requirement (i) to File a feeapplication with the Bankruptcy Court, (ii) for Bankruptcy Court review or approval, and/or (iii)submission to any party of itemized time detail. All Restructuring Expenses to be paid on theEffective Date shall be estimated prior to and as of the Effective Date and such estimates shall bedelivered to the Debtors at least three (3) Business Days before the anticipated Effective Date;provided, however, that such estimates shall not be considered an admission or limitation withrespect to such Restructuring Expenses. From and after the Petition Date, the Debtors and theReorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-UpAgreement, the Restructuring Implementation Deed, and otherwise in the ordinary course theRestructuring Expenses whether incurred before, on, or after the Effective Date. On or prior tothe Effective Date, or as soon as practicable thereafter, final invoices for all RestructuringExpenses incurred prior to and unpaid as of the Effective Date shall be submitted to the Debtorsand shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10) Business Daysof receipt of the applicable final invoice.Notwithstanding the foregoing, if the Debtors or the Reorganized Debtors, as applicable,dispute the reasonableness of any such estimate or invoice, the Debtors or the ReorganizedDebtors, as applicable, shall submit an objection to such applicable Professional within two (2)Business Days of receipt thereof. Any undisputed portion of such invoice shall be paid inaccordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shallnot be paid until the dispute is resolved.ARTICLE IIICLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTSA. Classification of Claims and InterestsExcept for the Claims addressed in Article II of the Plan, all Claims and Interests areclassified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code.A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interestqualifies within the description of that Class and is classified in other Classes to the extent that anyportion of the Claim or Interest qualifies within the description of such other Classes. A Claim oran Interest also is classified in a particular Class for the purpose of receiving Distributions underthe Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Classand has not been paid, released, or otherwise satisfied prior to the Effective Date.Subject to Article III.F of the Plan, the following chart represents the classification ofcertain Claims against and Interests in each Debtor pursuant to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 990 o of f1 1334528Class Claim/Interest Status Voting Rights1. Other Secured Claims Unimpaired Presumed to Accept2. Other Priority Claims Unimpaired Presumed to Accept3. RCF Claims Impaired Entitled to Vote4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept5. Notes Claims Impaired Entitled to Vote6. General Unsecured Claims Unimpaired Presumed to Accept7. Intercompany Claims Unimpaired /ImpairedPresumed to Accept/ Deemed to Reject8. Existing Equity Interests Unimpaired Presumed to Accept9. Intercompany Interests Unimpaired /ImpairedPresumed to Accept/ Deemed to RejectB. Treatment of Classes of Claims and InterestsEach Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive underthe Plan the treatment described below in full and final satisfaction, settlement, release, anddischarge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to theextent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable,and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwiseindicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive suchtreatment on the Effective Date or as soon as reasonably practicable thereafter.1. Class 1 — Other Secured Claims(a) Classification: Class 1 consists of any Other Secured Claims against anyDebtor.(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,at the option of the applicable Debtor or Reorganized Debtor, with theconsent of the Majority Participating Lenders and the Majority CoreNoteholder Group (not to be unreasonably withheld), either:(i) payment in full in Cash of its Allowed Other Secured Claim;(ii) the collateral securing its Allowed Other Secured Claim;(iii) Reinstatement of its Allowed Other Secured Claim; or(iv) such other treatment rendering its Allowed Other Secured ClaimUnimpaired in accordance with section 1124 of the BankruptcyCode.(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed OtherSecured Claims are conclusively presumed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 901 o of f1 13345292. Class 2 — Other Priority Claims(a) Classification: Class 2 consists of any Other Priority Claims against anyDebtor.(b) Treatment: Each Holder of an Allowed Other Priority Claim shall either (i)receive Cash in an amount equal to such Allowed Other Priority Claim or(ii) be Reinstated.(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Allowed OtherPriority Claims are conclusively presumed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code.3. Class 3 — RCF Claims(a) Allowance: On the Effective Date, the RCF Claims shall be Allowed,without setoff, subordination, defense, or counterclaim, in the aggregateprincipal amount outstanding as of the Petition Date plus accrued andunpaid interest on such principal amount and any other premiums, fees,costs, or other amounts due and owing pursuant to the applicable FacilityAgreement Documents governing the RCF.(b) Classification: Class 3 consists of all RCF Claims.(c) Treatment: In full and final satisfaction, settlement, release, and dischargeof each Allowed RCF Claim, on the Effective Date, each Holder of suchAllowed RCF Claim shall receive its pro rata share of the SSRCF; providedthat notwithstanding the foregoing, all Ancillary Facility Claims shall beReinstated and each Ancillary Facility shall continue in accordance with itsterms and constitute an ancillary facility under the SSRCF in accordancewith the terms of the SSRCF Credit Agreement. For the avoidance of doubt,each Holder of an Ancillary Facility Claim shall retain its rights and claimsunder the applicable Ancillary Facility. In addition, each Holder of anAllowed RCF Claim shall also receive Cash in an amount equal to allaccrued and unpaid interest and all other premiums, fees, costs, or otheramounts due and owing pursuant to, and in accordance with, the applicableFacility Agreement Documents, and all other premiums, fees, costs, or otheramounts otherwise due and owing pursuant to, and in accordance with theapplicable Facility Agreement Documents shall have been paid, regardlessof when accrued and payable.4(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims areentitled to vote to accept or reject the Plan.4 For the avoidance of doubt, the payment of all other premiums, fees, costs, or other amounts otherwise dueand owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall includeany amounts due to any agent under any such Facility Agreement Documents.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 912 o of f1 13345304. Class 4 — Senior Secured Term Loan Claims(a) Classification: Class 4 consists of all Senior Secured Term Loan Claimsagainst the Debtors.(b) Treatment: At the option of the Debtors or the Reorganized Debtors, eachHolder will receive (i) payment in full in Cash, or (ii) such Holder willreceive such other treatment so as to render its Allowed Senior SecuredTerm Loan Claim Unimpaired pursuant to section 1124 of the BankruptcyCode.(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior SecuredTerm Loan Claims are conclusively deemed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.5. Class 5 — Notes Claims(a) Allowance: On the Effective Date, the Notes Claims shall be Allowed,without setoff, subordination, defense, or counterclaim, in the aggregateprincipal amount outstanding as of the Petition Date plus accrued andunpaid interest on such principal amount and any other premiums, fees,costs, or other amounts due and owing pursuant to the applicable PrepetitionFinance Documents governing the Notes.(b) Classification: Class 5 consists of all Notes Claims including theParticipating Notes Claims.(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its prorata share of the Exchange Notes (provided that Holders of an AllowedNotes Claim denominated in SEK shall receive Exchange Notesdenominated in SEK and Holders of an Allowed Notes Claim denominatedin Euro shall receive Exchange Notes denominated in Euro); and (ii) its prorata share of the Noteholder Ordinary Shares. Holders of Allowed NotesClaims will also receive their pro rata share of the Subscription Rights inaccordance with the Lock-Up Agreement and the Rights OfferingDocuments. On the Effective Date, each Holder of an Allowed Notes Claimshall also receive Cash in an amount equal to (i) all accrued and unpaidinterest on the principal amount of such Allowed Notes Claim and (ii) allother premiums, fees, costs, or other amounts due and owing pursuant tothe applicable Prepetition Finance Documents governing the Notes withrespect to such Notes Claim. In each case, pro rata calculations shall be inaccordance with the definition of the term “Pro Rata Share” in the Lock-UpAgreement.(d) Voting: Class 5 is Impaired under the Plan and the Holders of AllowedNotes Claims are entitled to vote to accept or reject the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 923 o of f1 13345316. Class 6 — General Unsecured Claims(a) Classification: Class 6 consists of all General Unsecured Claims(b) Treatment: Each Holder of an Allowed General Unsecured Claim shallreceive either: (i) Reinstatement of such Allowed General UnsecuredClaim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) thedate due in the ordinary course of business in accordance with the terms andconditions of the particular transaction giving rise to such Allowed GeneralUnsecured Claim.(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed GeneralUnsecured Claims are conclusively deemed to have accepted the Planpursuant to section 1126(f) of the Bankruptcy Code. Therefore, suchHolders are not entitled to vote to accept or reject the Plan.7. Class 7 —Intercompany Claims(a) Classification: Class 7 consists of all Intercompany Claims.(b) Treatment: All Intercompany Claims will be adjusted, Reinstated,contributed, set off, settled, cancelled and released, or discharged asdetermined by the Debtors or the Reorganized Debtors, as applicable, intheir sole discretion, in accordance with the Lock-Up Agreement, AgreedSteps Plan and Restructuring Implementation Deed or may be compromisedpursuant to the Swedish Reorganisation Plan.(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuantto section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant tosection 1126(g) of the Bankruptcy Code. Holders of Intercompany Claimsare not entitled to vote to accept or reject the Plan.8. Class 8 —Existing Equity Interests(a) Classification: Class 8 consists of all Existing Equity Interests.(b) Treatment: Each Holder of an Existing Equity Interest shall have itsExisting Equity Interest Reinstated.(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing EquityInterests are conclusively deemed to have accepted the Plan pursuant tosection 1126(f) of the Bankruptcy Code. Therefore, such Holders are notentitled to vote to accept or reject the Plan.9. Class 9 —Intercompany Interests(a) Classification: Class 9 consists of all Intercompany Interests.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 934 o of f1 1334532(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,contributed, set off, settled, cancelled and released, or discharged asdetermined by the Debtors or the Reorganized Debtors, as applicable, intheir sole discretion, in accordance with the Agreed Steps Plan.(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuantto section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant tosection 1126(g) of the Bankruptcy Code. Holders of Intercompany Interestsare not entitled to vote to accept or reject the Plan.C. Special Provision Governing Unimpaired ClaimsExcept as otherwise provided in the Plan or the Lock-Up Agreement, nothing under thePlan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, asapplicable, in respect of any Unimpaired Claims, including all rights in respect of legal andequitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, exceptas otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver orrelinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defensethat the Debtors had immediately prior to the Petition Date, against or with respect to any Claimthat is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by thePlan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have,retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, andother legal or equitable defenses that the Debtors had immediately prior to the Petition Date fullyas if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal andequitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired bythis Plan may be asserted after the Confirmation Date and the Effective Date to the same extent asif the Chapter 11 Cases had not been commenced.D. Elimination of Vacant ClassesAny Class of Claims or Interests that, as of the commencement of the Combined Hearing,does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater thanzero for voting purposes shall be considered vacant, deemed eliminated from the Plan of suchDebtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposesof determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Codewith respect to that Class.E. No WaiverNothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s rightto object on any basis to any Disputed Claim.F. Voting Classes; Presumed Acceptance by Non-Voting ClassesIf a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interestseligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed acceptedby such Class.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 945 o of f1 1334533G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy CodeSection 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmationby acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.Bhereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of theBankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reservethe right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance withArticle X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of theBankruptcy Code requires modification, including by modifying the treatment applicable to aClass of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extentpermitted by the Bankruptcy Code and the Bankruptcy Rules.H. Controversy Concerning ImpairmentIf a controversy arises as to whether any Claims or Interests, or any Class of Claims orInterests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine suchcontroversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.I. Subordinated ClaimsThe allowance, classification, and treatment of all Allowed Claims and Allowed Interestsand the respective Distributions and treatments under the Plan take into account and conform tothe relative priority and rights of the Claims and Interests in each Class in connection with anycontractual, legal, and equitable subordination rights relating thereto, whether arising undergeneral principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, asapplicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordancewith any contractual, legal, or equitable subordination relating thereto.ARTICLE IVPROVISIONS FOR IMPLEMENTATION OF THE PLANA. General Settlement of Claims and InterestsAs discussed in detail in the Disclosure Statement and as otherwise provided herein,pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in considerationfor the classification, Distributions, releases, and other benefits provided under the Plan, upon theEffective Date, the provisions of the Plan shall constitute a good faith compromise and settlementof all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or anInterest Holder may have with respect to any Allowed Claim or Allowed Interest or anyDistribution to be made on account of such Allowed Claim or Allowed Interest, including pursuantto the transactions set forth in the Agreed Steps Plan or the Restructuring Implementation Deed.Entry of the Combined Order shall constitute the Bankruptcy Court’s approval of the compromiseor settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a findingby the Bankruptcy Court that such compromise, settlement and transactions are in the best interestsof the Debtors, their Estates, and Holders of Allowed Claims and Allowed Interests, and is fair,equitable, and within the range of reasonableness. Subject to the provisions of this Plan governingCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 956 o of f1 1334534Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in anyClass are intended to be and shall be final.B. Restructuring TransactionsOn the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter intoany transaction, including those transactions set forth in the Lock-Up Agreement and RestructuringImplementation Deed, and shall take any actions as may be necessary or appropriate to effectuatethe Restructuring Transactions (to the extent not already effected), including, as applicable, toeffectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extentprovided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in theDefinitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,instruments, Certificates, and other documents required to be issued, transferred, or cancelledpursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry intothe Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and theexecution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notesand the execution and delivery of the New Money Notes Indenture and the New Money NotesPurchase Agreement; (e) the execution and delivery of the New Security Documents and amendedIntercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and theexecution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) theissuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rightsand agreements and obligations contained in the Lock-Up Agreement.The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 ofthe Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriateto effect any transaction described in, approved by, contemplated by, or necessary to effectuate thePlan, including the Restructuring Transactions.C. Sources of Consideration for Plan Distributions1. Issuance of the New Money NotesThe Reorganized Debtors shall consummate the Rights Offering in accordance with theRights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in theRights Offering shall be allocated among relevant Holders of Notes Claims as of a specified recorddate in accordance with the Rights Offering Documents and the Plan, and the allocation of suchSubscription Rights will be exempt from SEC registration under applicable law and shall notconstitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, anysecurities in contravention of any applicable law in any jurisdiction. The Reorganized Debtorsintend to implement the Rights Offering in a manner that shall not cause it to be deemed a publicoffering in any jurisdiction.Holders of the Subscription Rights (or their Nominee) shall receive the opportunity tosubscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the NewMoney Notes, the subscription price for which shall be at an issue price of 98% of the face valueof the New Money Notes and, for each Backstop Provider only, less its pro rata share of theBackstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 967 o of f1 1334535Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Noteshas been backstopped in full by the Backstop Providers in accordance with the BackstopAgreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do notsubscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amountsin the proportions and on the terms set out in the Backstop Agreement.On the Effective Date, the Reorganized Debtors will issue the New Money Notes, on theterms set forth in the Rights Offering Documents, New Money Notes Indenture, the New MoneyNotes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, andthis Plan. The New Money Notes issued to the Backstop Providers (in their capacity as BackstopProviders) in connection with the Rights Offering (the “Backstopped Notes”) will be issued onlyto persons that are: “qualified institutional buyers” (as defined in Rule 144A under the SecuritiesAct); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the SecuritiesAct) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code orsection 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outsideof the United States and were not U.S. persons (and were not purchasing for the account or benefitof a U.S. person) within the meaning of Regulation S under the Securities Act.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all Liens and security interests granted or confirmed (asapplicable) pursuant to, or in connection with, the New Money Notes Indenture, the SecurityDocuments (as defined in the New Money Notes Indenture), or the New Money Documents(including any Liens and security interests granted or confirmed (as applicable) on the ReorganizedDebtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by theReorganized Debtors pursuant to the New Money Documents; (b) shall be legal, valid, binding,and enforceable Liens on, and security interests in, the collateral granted thereunder in accordancewith the terms of the New Money Documents, with the priorities established in respect thereofunder applicable non-bankruptcy law and the New Money Documents; (c) shall be deemedautomatically perfected on the Effective Date, subject only to such Liens and security interests asmay be permitted under the New Money Documents; (d) shall not be enjoined or subject todischarge, impairment, release, avoidance, recharacterization, subordination, or equitablesubordination for any purposes whatsoever under any applicable law, the Plan, or the CombinedOrder; and (e) shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable law, the Plan, or the Combined Order. The ReorganizedDebtors and the persons and entities granted such Liens and security interests shall be authorizedto make all filings and recordings, and to obtain all governmental approvals and consents necessaryto establish and perfect such Liens and security interests under the provisions of the applicablestate, federal, or other law that would be applicable in the absence of the Plan and the CombinedOrder (it being understood that perfection shall occur automatically by virtue of the entry of theCombined Order and any such filings, recordings, approvals, and consents shall not be required),and will thereafter cooperate to make all other filings and recordings that otherwise would benecessary under applicable law to give notice of such Liens and security interests to third parties.The New Money Notes are backstopped by the Backstop Providers pursuant to theBackstop Agreement. In consideration for their backstop of the New Money Notes, each BackstopProvider will receive its pro rata share of the Backstop Fee, as more fully detailed in the BackstopCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 978 o of f1 1334536Agreement. The Backstop Fee will be set off in full on the Effective Date against the PurchasePrice (as defined in the Backstop Agreement) payable by such Backstop Provider in respect of theNew Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise bepaid in Cash to each Backstop Provider in accordance with the Backstop Agreement and theAgreed Steps Plan.2. Equity IssuanceOn the Effective Date, the Company will issue the Noteholder Ordinary Shares on a prorata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of theAgreed Steps Plan and Restructuring Implementation Deed.The Company shall use all reasonable efforts to ensure that, as soon as possible followingthe Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through thefacilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Personshall be required to provide any further evidence other than the Plan or the Combined Order withrespect to the treatment of the Noteholder Ordinary Shares under applicable securities laws.Euroclear Sweden and any transfer agent shall be required to accept and conclusively rely uponthe Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder OrdinaryShares are exempt from registration or eligible for Euroclear Sweden book-entry delivery,settlement, and depository services.All of the Noteholder Ordinary Shares issued pursuant to the Plan shall be duly authorized,validly issued, fully paid, and non-assessable. Each Distribution and issuance of the NoteholderOrdinary Shares under the Plan shall be governed by the terms and conditions set forth in the Planapplicable to such Distribution or issuance and by the terms and conditions of the instrumentsevidencing or relating to such Distribution or issuance, which terms and conditions shall bind eachEntity receiving such Distribution or issuance.The Company shall effect the listing of the Noteholder Ordinary Shares on NasdaqStockholm as soon as reasonably practicable, and in any event, within six (6) weeks followingregistration of the issuance of Noteholder Ordinary Shares with the Swedish CompaniesRegistration Office in accordance with the Lock-Up Agreement, the Restructuring ImplementationDeed, and the Agreed Steps Plan.3. SSRCFThe Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed StepsPlan and Restructuring Implementation Deed, enter into the Facility Agreement AmendmentsDocuments on or before the Effective Date, on behalf of themselves and each Holder of RCFClaims, on the terms set forth in the Facility Agreement Amendments Documents, and which shallbe included in the Plan Supplement. The Facility Agreement will be amended and restated in theform of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCFClaims shall receive their pro rata share of the SSRCF; provided that all Ancillary Facility Claims(which are pursuant to the Facility Agreement) shall be Reinstated and each Ancillary Facilityshall continue in accordance with its terms and constitute an ancillary facility under the SSRCF inaccordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, eachCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 9 989 o of f1 1334537Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicableAncillary Facility.Confirmation of the Plan shall be deemed approval of the Facility Agreement AmendmentsDocuments (including the transactions contemplated thereby, and all actions to be taken,undertakings to be made, and obligations to be incurred and fees paid by the Debtors or theReorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thosedocuments necessary or appropriate to consummate the applicable Facility AgreementAmendments Documents without further notice to or order of the Bankruptcy Court, act or actionunder applicable law, regulation, order, or rule or vote, consent, authorization, or approval of anyPerson, subject to such modifications as may be agreed between the Debtors or ReorganizedDebtors and the RCF SteerCo Group.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all of the Liens and security interests to be granted in accordancewith the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shallbe legal, valid, binding, and enforceable Liens on, and security interests in, the collateral grantedthereunder in accordance with the terms of the Facility Agreement Amendments Documents, (c)shall be deemed automatically perfected on the Effective Date, subject only to such Liens andsecurity interests as may be permitted under the Facility Agreement Amendments Documents, and(d) shall not be subject to recharacterization or equitable subordination for any purposeswhatsoever and shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the personsand entities granted such Liens and security interests shall be authorized to make all filings andrecordings, and to obtain all governmental approvals and consents necessary to establish andperfect such Liens and security interests under the provisions of the applicable state, federal, orother law that would be applicable in the absence of the Plan and the Combined Order (it beingunderstood that perfection shall occur automatically by virtue of the entry of the Combined Orderand any such filings, recordings, approvals, and consents shall not be required), and will thereaftercooperate to make all other filings and recordings that otherwise would be necessary underapplicable law to give notice of such Liens and security interests to third parties.4. Amended Senior Secured Term LoanIn order to facilitate the consummation of the Restructuring Transactions, and as a goodfaithand reasonable compromise and settlement of any objections of the holders of Senior SecuredTerm Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtorsor Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and theRestructuring Implementation Deed, enter into the Amended Senior Secured Term Loan andrelated Amended Senior Secured Term Loan Credit Agreement on or before the Effective Date.Confirmation of the Plan shall constitute approval of the Amended Senior Secured TermLoan Credit Agreement (including the transactions contemplated thereby, and all actions to betaken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or theReorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thoseCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 9190 0o fo 1f 3143538documents necessary or appropriate to consummate the Amended Senior Secured Term LoanCredit Agreement without further notice to or order of the Bankruptcy Court, act or action underapplicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person,subject to such modifications as may be agreed between the Debtors or Reorganized Debtors andthe applicable holders of Senior Secured Term Loan Claims.On the Effective Date, and without the need for any further corporate action or other actionby holders of Claims or Interests, all of the Liens and security interests to be granted in accordancewith the Amended Senior Secured Term Loan Credit Agreement (a) shall be deemed to be granted,(b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral grantedthereunder in accordance with the terms of the Amended Senior Secured Term Loan CreditAgreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)shall be deemed automatically perfected on the Effective Date, subject only to such Liens andsecurity interests as may be permitted under the Plan, the Amended Senior Secured Term LoanCredit Agreement, the Restructuring Implementation Deed, and the amended IntercreditorAgreement and (d) shall not be subject to recharacterization or equitable subordination for anypurposes whatsoever and shall not constitute preferential transfers or fraudulent conveyancesunder the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors andthe persons and entities granted such Liens and security interests shall be authorized to make allfilings and recordings, and to obtain all governmental approvals and consents necessary toestablish and perfect such Liens and security interests in accordance with the Plan, the AmendedSenior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and theamended Intercreditor Agreement under the provisions of the applicable state, federal, or other lawthat would be applicable in the absence of the Plan and the Confirmation Order (it being understoodthat perfection shall occur automatically by virtue of the entry of the Confirmation Order and anysuch filings, recordings, approvals, and consents shall not be required), and will thereaftercooperate to make all other filings and recordings that otherwise would be necessary underapplicable law to give notice of such Liens and security interests to third parties.5. Exchange NotesThe Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed StepsPlan and Restructuring Implementation Deed, issue the Exchange Notes on or before the EffectiveDate, on the terms set forth in the Exchange Notes Indenture, and included in the Plan Supplement.The Exchange Notes shall be distributed to Holders of Notes Claims (or their respective Nominees)on the Effective Date on account of their respective Notes Claims in the manner set forth in thePlan.Confirmation of the Plan shall be deemed approval of the Notes Amendments Documents(including the transactions contemplated thereby, and all actions to be taken, undertakings to bemade, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or anon-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Courtpreviously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thosedocuments necessary or appropriate to consummate the applicable Notes Amendments Documentswithout further notice to or order of the Bankruptcy Court, act or action under applicable law,regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to suchCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10001 o of f1 1334539modifications as may be agreed between the Debtors or Reorganized Debtors and the MajorityCore Noteholder Group.On the Effective Date, and without the need for any further corporate action or other actionby Holders of Claims or Interests, all Liens and security interests granted or confirmed (asapplicable) pursuant to, or in connection with, the Notes Amendments Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’assets): (a) shall be deemed to be granted or confirmed (as applicable) by the Reorganized Debtorspursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceableLiens on, and security interests in, the collateral granted thereunder in accordance with the termsof the Notes Amendments Documents, with the priorities established in respect thereof underapplicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemedautomatically perfected on the Effective Date, subject only to such Liens and security interests asmay be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subjectto discharge, impairment, release, avoidance, recharacterization, subordination, or equitablesubordination for any purposes whatsoever under any applicable law, the Plan, or the CombinedOrder; and (e) shall not constitute preferential transfers or fraudulent conveyances under theBankruptcy Code or any applicable law, the Plan, or the Combined Order. The ReorganizedDebtors and the persons and entities granted such Liens and security interests shall be authorizedto make all filings and recordings, and to obtain all governmental approvals and consents necessaryto establish and perfect such Liens and security interests under the provisions of the applicablestate, federal, or other law that would be applicable in the absence of the Plan and the CombinedOrder (it being understood that perfection shall occur automatically by virtue of the entry of theCombined Order and any such filings, recordings, approvals, and consents shall not be required),and will thereafter cooperate to make all other filings and recordings that otherwise would benecessary under applicable law to give notice of such Liens and security interests to third parties.D. Corporate ActionUpon the Effective Date, all actions contemplated under the Plan and all other acts oractions contemplated or reasonably necessary or appropriate to promptly consummate theRestructuring Transactions contemplated by the Plan (whether to occur before, on, or after theEffective Date) shall be deemed authorized and approved in all respects, including: (1) the issuanceand Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) theissuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)entry into the Amended Senior Secured Term Loan; (6) implementation of the RestructuringTransactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, orassumption and assignment, as applicable, of Executory Contracts and Unexpired Leases.All matters provided for in the Plan involving the corporate structure of the Debtors or theReorganized Debtors, and any corporate action required by the Debtors or the ReorganizedDebtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall bein effect, without any requirement of further action by the security holders, directors, or officersof the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to theEffective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable,shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements,documents, securities, and instruments contemplated under the Plan (or necessary or desirable toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10012 o of f1 1334540effect the transactions contemplated under the Plan) in the name of and on behalf of theReorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the NewMoney Notes, the Facility Agreement Amendments Documents, the Amended Senior SecuredTerm Loan, the Transaction Documents, and any and all other agreements, documents, securities,and instruments relating to the foregoing. The authorizations and approvals contemplated by thisArticle IV.D shall be effective notwithstanding any requirements under non-bankruptcy law.Upon Confirmation of the Plan, each Holder of RCF Claims and each Holder of NotesClaims will be deemed to have appointed the Company as its attorney and agent and to haveirrevocably instructed, authorized, directed and empowered the Company (or its authorizedrepresentative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, anyTransaction Document to which it is party, in each case solely to the extent consistent with theLock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) inthe case of Holder of Notes, to take any action necessary to ensure that steps described in theAgreed Steps Plan and the Restructuring Implementation Deed are carried out, including ifnecessary updating the books and records of the relevant clearing systems in which the Notes areheld.E. Corporate ExistenceExcept as otherwise provided in the Plan or Plan Supplement, each Debtor shall continueto exist after the Effective Date as a separate corporate entity, limited liability company,partnership, or other form, as the case may be, with all the powers of a corporation, limited liabilitycompany, partnership, or other form, as the case may be, pursuant to the applicable law in thejurisdiction in which each applicable Debtor is incorporated or formed and pursuant to therespective certificate of incorporation and by-laws (or other formation documents) in effect priorto the Effective Date, except to the extent such certificate of incorporation and by-laws (or otherformation documents) are amended under the Plan or otherwise, and to the extent such documentsare amended, such documents are deemed to be amended pursuant to the Plan and require nofurther action or approval (other than any requisite filings required under applicable law).F. Vesting of Assets in the Reorganized DebtorsExcept as otherwise provided in the Plan or the Plan Supplement (including, for theavoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in anyagreement, instrument, or other document incorporated in the Plan, on the Effective Date, allproperty in each Debtor’s Estate, all Claims, rights, defenses, and Causes of Action of the Debtors,and any property acquired by any of the Debtors under the Plan shall vest in each respectiveReorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or otherencumbrances. If the Reorganized Debtors default in performing under the provisions of the Planand the Chapter 11 Cases are converted to Chapter 7, all property vested in each ReorganizedDebtor and all subsequently acquired property owned as of or after the conversion date shall revestand constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after theEffective Date, except as otherwise provided herein, each Reorganized Debtor may operate itsbusiness and may use, acquire, or dispose of property and compromise or settle any Claims,Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and freeof any restrictions of the Bankruptcy Code or Bankruptcy Rules.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10023 o of f1 1334541G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, andOther DocumentsOn the Effective Date, except as otherwise provided in the Plan, the Combined Order, anyagreement, instrument or other document entered into in connection with or pursuant to the Plan,the Lock-Up Agreement, or the Restructuring Implementation Deed, all credit agreements,security agreements, intercreditor agreements, notes, instruments, Certificates, and otherdocuments evidencing Claims or Interests shall be cancelled and the obligations of the Debtors orthe Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemedsatisfied in full, and the Agents/Trustees shall be released from all duties thereunder; provided,that, notwithstanding Confirmation or the occurrence of the Effective Date, any such documentthat governs the rights of the Holder of a Claim or Interest shall continue in effect solely forpurposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributionsunder the Plan as provided herein, (b) governing the contractual rights and obligations among theAgents/Trustees and the lenders or Holders party thereto (including, without limitation,indemnification, expense reimbursement, and Distribution provisions) until the ReorganizedDebtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trusteesthereunder to maintain, exercise, and enforce any applicable rights of indemnity, reimbursement,or contribution, or subrogation or any other claim or entitlement, (d) permitting each Agent/Trusteeto perform any functions that are necessary to effectuate the immediately foregoing, includingappearing and being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court;(e) facilitating the amendment, reinstatement and combination of the Facility Agreement into theFacility Agreement Amendments Documents, solely to the extent set forth in the Lock-UpAgreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in theLock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent setforth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loaninto the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured TermLoan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to theextent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in theLock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5H. Effectuating Documents; Further TransactionsOn and after the Effective Date, the Reorganized Debtors, and the officers and members ofthe boards of directors and managers thereof, are authorized to and may issue, execute, deliver,file, or record such contracts, Securities, instruments, releases, and other agreements or documentsand take such actions as may be necessary or appropriate to effectuate, implement, and furtherevidence the terms and conditions of the Plan, the Transaction Documents, and the securitiesissued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without theneed for any approvals, authorizations, or consents except for those expressly required under thePlan.I. Certain Securities Law Matters5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amendedin accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10034 o of f1 1334542Except as described in the following paragraphs, the Debtors will rely on section 1145(a)of the Bankruptcy Code to exempt from registration under the Securities Act the offer, issuance,and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the New MoneyNotes (other than the Backstopped Notes) issued pursuant to the Plan on account of Notes Claims.The offering, issuance, and Distribution of such Exchange Notes, Noteholder Ordinary Shares andthe New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of theBankruptcy Code shall be exempt from, among other things, the registration requirements ofsection 5 of the Securities Act and any other applicable law requiring registration prior to theoffering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the NewMoney Notes (other than the Backstopped Notes) will be freely tradable in the United States bythe recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Coderelating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliancewith applicable securities laws and any rules and regulations of the United States Securities andExchange Commission, if any, applicable at the time of any future transfer of such Securities orinstruments.With respect to any Consenting Noteholder who signed the Lock-Up Agreement before thefiling of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) ofthe Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notesand the Noteholder Ordinary Shares to be issued pursuant to the Plan on account of Notes Claims,and the Debtors will rely on section 1145(a) of the Bankruptcy Code to exempt from registrationunder the Securities Act the issuance and Distribution of such Exchange Notes and the NoteholderOrdinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable inthe United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of theBankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the SecuritiesAct, and compliance with applicable securities laws and any rules and regulations of the UnitedStates Securities and Exchange Commission, if any, applicable at the time of any future transferof such Securities or instruments.The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of theSecurities Act and Regulation S under the Securities Act, or any other available exemption fromregistration under the Securities Act, as applicable, to exempt from registration under the SecuritiesAct the offer, issuance, and Distribution of the New Money Notes issued pursuant to the Plan,which do not include any Backstopped Notes. Such Backstopped Notes will be “restrictedsecurities” subject to transfer restrictions under the U.S. federal securities laws if they are issuedto a U.S. person in accordance with the Backstop Agreement pursuant to section 4(a)(2) of theSecurities Act but will otherwise be issued pursuant to Regulation S (if they are issued to a non-U.S. person outside of the United States in accordance with the Backstop Agreement). SuchBackstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant toregistration, or an applicable exemption from registration, under the Securities Act and otherapplicable law.J. Section 1146(a) ExemptionTo the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers(whether from a Debtor to a Reorganized Debtor or to any other Person) of property under theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10045 o of f1 1334543Plan, including: (a) the issuance, Distribution, transfer, or exchange of any debt, equity security,or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring Transactions; (c)the creation, modification, consolidation, termination, refinancing, or recording of any mortgage,deed of trust, or other security interest, or the securing of additional indebtedness by such or othermeans; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateralas security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the ExchangeNotes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of anydeed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,including any deeds, bills of sale, assignments, or other instrument of transfer executed inconnection with any transaction arising out of, contemplated by, or in any way related to the Plan,shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles orsimilar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform CommercialCode filing or recording fee, regulatory filing or recording fee, or other similar tax or governmentalassessment, and upon entry of the Combined Order, the appropriate state or local governmentalofficials or agents shall forego the collection of any such tax or governmental assessment andaccept for filing and recordation any of the foregoing instruments or other documents without thepayment of any such tax, recordation fee, or governmental assessment. All filing or recordingofficers (or any other Person with authority over any of the foregoing), wherever located and bywhomever appointed, shall comply with the requirements of section 1146 of the Bankruptcy Code,shall forego the collection of any such tax or governmental assessment, and shall accept for filingand recordation any of the foregoing instruments or other documents without the payment of anysuch tax or governmental assessment.K. Employee and Retiree BenefitsAll compensation and benefits programs shall be assumed by the Reorganized Debtors andshall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honorsuch agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant tosection 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits(as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paidin accordance with applicable law.L. Preservation of Causes of ActionIn accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shallretain and may enforce all rights to commence and pursue any and all Causes of Action of theDebtors, whether arising before or after the Petition Date, including any actions specificallyenumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, andthe Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall bepreserved notwithstanding the occurrence of the Effective Date, other than the Causes of Actionreleased by the Debtors pursuant to the releases and exculpations contained in the Plan, includingin Article VIII of the Plan, which shall be deemed released and waived by the Debtors andReorganized Debtors as of the Effective Date.The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordancewith the best interests of the Reorganized Debtors. No Entity (other than the ConsentingCreditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10056 o of f1 1334544or the Disclosure Statement to any Cause of Action against it as any indication that theDebtors or the Reorganized Debtors will not pursue any and all available Causes of Actionof the Debtors against it. Except as specifically released under the Plan or pursuant to a FinalOrder, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecuteany and all Causes of Action against any Entity. Unless any Causes of Action of the Debtorsagainst an Entity are expressly waived, relinquished, exculpated, released, compromised, or settledin the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causesof Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines ofres judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, orotherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of theConfirmation or Consummation.The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtorsnotwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Codeand except as expressly waived, relinquished, exculpated, released, compromised, or settled in thePlan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entityshall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right,authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle,compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline todo any of the foregoing, without the consent or approval of any third party or any further notice toor action, order, or approval of the Bankruptcy Court.For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve anyClaims or Causes of Action that have been expressly released by the Debtors pursuant to the DebtorRelease (including, for the avoidance of doubt, Claims against the Consenting Creditors).ARTICLE VTREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASESA. Assumption and Rejection of Executory Contracts and Unexpired LeasesOn the Effective Date, except as otherwise provided herein, each Executory Contract andUnexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor inaccordance with the provisions and requirements of sections 365 and 1123 of the BankruptcyCode, other than: (1) those that are identified on the Rejected Executory Contract and UnexpiredLease List; (2) those that have been previously rejected by a Final Order; (3) those that are thesubject of a motion to reject Executory Contracts or Unexpired Leases that is pending on theConfirmation Date; or (4) those that are subject to a motion to reject an Executory Contract orUnexpired Lease pursuant to which the requested effective date of such rejection is after theEffective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable tothe Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shallnot seek to assume or reject Executory Contracts and Unexpired Leases, except with the priorwritten consent (which may be provided through electronic mail) of the Majority ParticipatingCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10067 o of f1 1334545Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonablywithheld).Entry of the Combined Order by the Bankruptcy Court shall constitute an order approvingthe assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the BankruptcyCode and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall bebinding and enforceable against the parties thereto in accordance with its terms. For the avoidanceof doubt, the assumption of the Lock-Up Agreement herein shall not otherwise modify, alter,amend, or supersede any of the terms or conditions of such agreement including, withoutlimitation, any termination events or provisions thereunder. On the Effective Date, in accordancewith the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible ParticipatingLender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paidin accordance with the terms of the Lock-Up Agreement, the RCF Closing Fee, in each case,calculated in the manner set forth in the Lock-Up Agreement. On the Effective Date, in accordancewith the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible ConsentingEurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting EurobondNoteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, theSimple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additionalExchange Notes, in each case to the extent applicable in accordance with the terms of, andcalculated in the manner set forth in the Lock-Up Agreement.Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Orderapproving the assumptions and assumptions and assignments of the Executory Contracts andUnexpired Leases as set forth in the Plan and the rejections of the Executory Contracts andUnexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List,pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume ExecutoryContracts or Unexpired Leases pending on the Effective Date shall be subject to approval by theBankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract andUnexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court,which has not been assigned to a third party prior to the Confirmation Date, shall revest in and befully enforceable by the Reorganized Debtors in accordance with its terms, except as such termsare modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing andproviding for its assumption under applicable federal law. Notwithstanding anything to thecontrary in the Plan, the Debtors, with the consent (which may be provided through electronicmail) of the Majority Participating Lenders and the Majority Core Noteholder Group (whichconsent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reservethe right to alter, amend, modify, or supplement the Rejected Executory Contract and UnexpiredLease List identified in this Article V.A and in the Plan Supplement at any time through andincluding 45 days after the Effective Date.To the extent that any provision in any Executory Contract or Unexpired Lease assumedor assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent,or is breached or deemed breached by, the assumption or assumption and assignment of suchExecutory Contract or Unexpired Lease (including any “change of control” provision), then suchprovision shall be deemed modified such that the transactions contemplated by the Plan shall notentitle the Executory Contract or Unexpired Lease counterparty thereto to terminate suchCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10078 o of f1 1334546Executory Contract or Unexpired Lease or to exercise any other default-related rights with respectthereto.B. Indemnification ObligationsOn and after the Effective Date, the Indemnification Provisions will be assumed andirrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, asapplicable, will take any action to amend or restate their respective governance documents beforeor after the Effective Date to amend, augment, terminate, or adversely affect any of the Debtors’or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’,officers’, managers’, employees’, or agents’ indemnification rights.C. Claims Based on Rejection of Executory Contracts or Unexpired LeasesUnless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claimwith respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases,pursuant to the Plan or the Combined Order, if any, must be Filed with the Bankruptcy Courtwithin 30 days after the later of (1) the Effective Date or (2) entry of an order of the BankruptcyCourt (including the Combined Order) approving such rejection. Any Claims arising from therejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Courtwithin such time will be automatically disallowed, forever barred from assertion, and shallnot be enforceable against the Debtors or the Reorganized Debtors, the Estates, or theirproperty without the need for any objection by the Reorganized Debtors or further noticeto, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claimarising out of the rejection of the Executory Contract or Unexpired Lease shall be deemedfully satisfied, released, and discharged, notwithstanding anything in the Schedules or aProof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims andshall be treated in accordance with Article III hereof.D. Cure of Defaults for Executory Contracts and Unexpired Leases AssumedThe Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on theEffective Date or as soon as reasonably practicable thereafter, with the amount and timing ofpayment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwiseagreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, allrequests for payment of Cure that differ from the ordinary course amounts paid or proposed to bepaid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claimsand Noticing Agent on or before 30 days after the Effective Date. Any such request that is nottimely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, andshall not be enforceable against any Reorganized Debtor, without the need for any objection bythe Reorganized Debtors or any other party in interest or any further notice to or action, order, orapproval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, anddischarged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtorsordinary course of business; provided that nothing herein shall prevent the Reorganized Debtorsfrom paying any Cure Amount despite the failure of the relevant counterparty to File such requestfor payment of such Cure. The Reorganized Debtors also may settle any Cure Amount withoutCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10089 o of f1 1334547any further notice to or action, order, or approval of the Bankruptcy Court. In addition, anyobjection to the assumption of an Executory Contract or Unexpired Lease under the Plan must beFiled with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objectionwill be scheduled to be heard by the Bankruptcy Court at the Debtors’ or Reorganized Debtors’,as applicable, first scheduled omnibus hearing for which such objection is timely Filed. Anycounterparty to an Executory Contract or Unexpired Lease that fails to timely object to theproposed assumption of any Executory Contract or Unexpired Lease will be deemed to haveconsented to such assumption.If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or anyassignee to provide “adequate assurance of future performance” within the meaning of section 365of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shalloccur as soon as reasonably practicable after entry of a Final Order resolving such dispute,approving such assumption (and, if applicable, assignment), or as may be agreed upon by theDebtors (with the consent of the Majority Participating Lenders and the Majority Core NoteholderGroup (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and thecounterparty to the Executory Contract or Unexpired Lease.Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan orotherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and atthe time dictated by the Debtors’ ordinary course of business, shall result in the full release andsatisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, includingdefaults of provisions restricting the change in control or ownership interest composition or otherbankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease atany time prior to the effective date of assumption. Any and all Proofs of Claim based uponExecutory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases,including pursuant to the Combined Order, and for which any Cure has been fully paid pursuantto this Article V, in the amount and at the time dictated by the Debtors’ ordinary course of business,shall be deemed disallowed and expunged as of the Effective Date without the need for anyobjection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.E. Insurance PoliciesEach of the Insurance Policies are treated as Executory Contracts under the Plan. Unlessotherwise provided herein or in the Plan Supplement or any document related thereto, on theEffective Date, (1) the Debtors shall be deemed to have assumed all Insurance Policies, and (2)such Insurance Policies shall revest in the Reorganized Debtors. Nothing in the Plan, the PlanSupplement, the Disclosure Statement, the Combined Order, or any other order of the BankruptcyCourt (including any other provision that purports to be preemptory or supervening), (x) alters,modifies, or otherwise amends the terms and conditions of (or the coverage provided by) any ofsuch Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claimscovered by such Insurance Policies and their right to seek payment or reimbursement from theDebtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or securitytherefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve aCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 10190 o of f1 1334548Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shallnot be subject to any claims bar date or similar deadline governing Cure Amounts or Claims.The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwisereduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to theEffective Date, and any directors and officers of the Debtors who served in such capacity at anytime before or after the Effective Date shall be entitled, subject to and in accordance with the termsand conditions of such Insurance Policy in all respects, to the full benefits of any such InsurancePolicy for the full term of such policy regardless of whether such directors or officers remain insuch positions after the Effective Date. For the avoidance of doubt, the directors’ and officers’Insurance Policies shall revest in the Reorganized Debtors. Notwithstanding anything herein to thecontrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurancepolicies as the Debtors deem necessary, including by purchasing any tail coverage (including,without limitation, a tail policy).F. Modifications, Amendments, Supplements, Restatements, or Other AgreementsUnless otherwise provided in the Plan, each Executory Contract or Unexpired Lease thatis assumed shall include all modifications, amendments, supplements, restatements, or otheragreements that in any manner affect such Executory Contract or Unexpired Lease, and allExecutory Contracts and Unexpired Leases related thereto, if any, including all easements,licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any otherinterests, unless any of the foregoing agreements has been previously rejected or repudiated or isrejected or repudiated under the Plan.Modifications, amendments, supplements, and restatements to prepetition ExecutoryContracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11Cases shall not be deemed to alter the prepetition nature of the Executory Contract or UnexpiredLease, or the validity, priority, or amount of any Claims that may arise in connection therewith.G. Reservation of RightsNeither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on theRejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shallconstitute an admission by the Debtors that any such contract or lease is in fact an ExecutoryContract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder.If there is a dispute regarding whether a contract or lease is or was executory or unexpired at thetime of assumption or rejection, the Debtors, subject to the consent of the Majority ConsentingCreditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, asapplicable, shall have 30 days following entry of a Final Order resolving such dispute to alter itstreatment of such contract or lease under the Plan.H. Nonoccurrence of Effective DateIn the event that the Effective Date does not occur, the Bankruptcy Court shall retainjurisdiction with respect to any request to extend the deadline for assuming or rejecting UnexpiredLeases pursuant to section 365(d)(4) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11101 o of f1 1334549I. Contracts and Leases Entered into after the Petition DateNotwithstanding anything contained herein (including any release, discharge, exculpationor injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,leases and other documents entered into after the Petition Date by any Debtor, including anyExecutory Contracts and Unexpired Leases assumed by such Debtor, will be performed by theapplicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of theirbusiness. Accordingly, such contracts, agreements, instruments, certificates, leases and otherdocuments (including any assumed Executory Contracts and Unexpired Leases) will survive andremain unaffected by the Plan (including the release, discharge, exculpation and injunctionprovisions), the entry of the Combined Order and any other Definitive Documents.ARTICLE VIPROVISIONS GOVERNING DISTRIBUTIONSA. Distributions on Account of Claims and Interests Allowed as of the Effective DateExcept as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement bythe Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claimor Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agentshall make initial Distributions under the Plan on account of Claims and Interests Allowed on orbefore the Effective Date, subject to the Reorganized Debtors’ right to object to Claims andInterests; provided, however, that (1) Allowed Administrative Claims with respect to liabilitiesincurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumedby the Debtors prior to the Effective Date shall be paid or performed in the ordinary course ofbusiness in accordance with the terms and conditions of any controlling agreements, course ofdealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paidin accordance with Article II.C of the Plan.B. Rights and Powers of Distribution Agent1. Powers of the Distribution AgentThe Distribution Agent shall be empowered to: (a) effect all actions and execute allagreements, instruments, and other documents necessary to perform its duties under the Plan; (b)make all Distributions contemplated hereby; (c) employ professionals to represent it with respectto its responsibilities; and (d) exercise such other powers as may be vested in the DistributionAgent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the DistributionAgent to be necessary and proper to implement the provisions hereof.2. Expenses Incurred on or after the Confirmation DateExcept as otherwise ordered by the Bankruptcy Court, the amount of any reasonable feesand expenses incurred by the Distribution Agent on or after the Confirmation Date (includingtaxes) and any reasonable compensation and expense reimbursement claims (including reasonableattorney fees and expenses) made by the Distribution Agent shall be paid in Cash by theReorganized Debtors.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11112 o of f1 1334550C. Special Rules for Distributions to Holders of Disputed Claims and InterestsNotwithstanding any provision otherwise in the Plan and except as otherwise agreed by therelevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of theBankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respectto a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim orInterest have been resolved by settlement or Final Order; provided, however, that if a portion of aClaim is not Disputed, the Distribution Agent may make a partial Distribution based on suchportion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claimor Interest and a Disputed Claim or Interest shall not receive any Distribution on the AllowedClaim or Interest unless and until all objections to the Disputed Claim or Interest have beenresolved by settlement or Final Order or the Claims or Interests have been Allowed or expunged.Any dividends or other Distributions arising from property distributed to Holders of AllowedClaims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also bepaid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, insuch Class that becomes an Allowed Claim or Interest after the date or dates that such dividendsor other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.D. Delivery of DistributionsExcept as otherwise provided herein (including, for the avoidance of doubt, as set forth inthe foregoing paragraph with respect to Distributions to Holders of RCF Claims and NotesClaims), and notwithstanding any authority to the contrary, Distributions to Holders of AllowedClaims, including Claims that become Allowed after the Effective Date, shall be made to Holdersof record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder asset forth in the books and records of the applicable Debtor (or if the Debtors have been notified inwriting, on or before the date that is 10 days before the Effective Date, of a change of address, tothe changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified andmade applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records,no Proof of Claim has been Filed and the Distribution Agent has not received a written notice ofaddress or change of address on or before the date that is 10 days before the Effective Date; or (3)on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Notwithstandinganything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, theReorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever onaccount of any Distributions under the Plan, including for the avoidance of doubt, Distributions tothe Holding Period Trust.1. Compliance MattersIn connection with the Plan, to the extent applicable, the Reorganized Debtors and theDistribution Agent shall comply with all tax withholding and reporting requirements imposed onthem by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to suchwithholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,the Reorganized Debtors and the Distribution Agent shall be authorized to take all actionsnecessary or appropriate to comply with such withholding and reporting requirements, includingliquidating a portion of the Distribution to be made under the Plan to generate sufficient funds topay applicable withholding taxes, withholding Distributions pending receipt of informationCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11123 o of f1 1334551necessary to facilitate such Distributions, or establishing any other mechanisms they believe arereasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributionsmade under the Plan in compliance with all applicable wage garnishments, alimony, child support,and other spousal awards, liens, and encumbrances.2. Foreign Currency Exchange RateExcept as otherwise provided in a Final Order, as of the Effective Date, any Claim assertedin currency other than U.S. dollars shall, for the purposes of determining the amount of aDistribution be automatically deemed converted to the equivalent U.S. dollar value using theexchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is notavailable, as published in The Wall Street Journal, National Edition, as of a date to be agreed bythe Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority CoreNoteholder Group.3. Undeliverable, and Unclaimed Distributions(a) Undeliverable Distributions. If any Distribution to a Holder of an AllowedClaim or Interest is returned to the Distribution Agent as undeliverable, nofurther Distributions shall be made to such Holder unless and until theDistribution Agent is notified in writing of such Holder’s then-currentaddress or other necessary information for delivery, at which time allcurrently due missed Distributions shall be made to such Holder on the nextDistribution Date. Undeliverable Distributions shall remain in thepossession of the Reorganized Debtors until such time as a Distributionbecomes deliverable, or such Distribution reverts to the ReorganizedDebtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shallnot be supplemented with any interest, dividends, or other accruals of anykind.(b) Reversion. Any Distribution under the Plan, other than with respect to theNoteholder Ordinary Shares or Exchange Notes, that is an unclaimedDistribution for a period of six months after Distribution shall be deemedunclaimed property under section 347(b) of the Bankruptcy Code and suchunclaimed Distribution shall revest in the applicable Reorganized Debtorand, to the extent such unclaimed Distribution is not Noteholder OrdinaryShares or Exchange Notes, as applicable, shall be deemed cancelled. Uponsuch revesting, the Claim or Interest of any Holder or its successors withrespect to such property shall be cancelled, discharged, and forever barrednotwithstanding any applicable federal or state escheat, abandoned, orunclaimed property laws, or any provisions in any document governing theDistribution that is an unclaimed Distribution, to the contrary.(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Sharesand Exchange Notes will be issued directly to any Holder of an AllowedNotes Claim (or its Nominee(s)) that has confirmed its details (includingdetails of a securities account that is compatible with Euroclear Sweden) toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11134 o of f1 1334552the Distribution Agent by no later than the date falling 10 Business Daysprior to the Effective Date (or such other time and date as the Debtor andthe Majority Core Noteholder Group may agree). Any Holder of an AllowedNotes Claim that has not confirmed its details by this date shall accept thatits pro rata share of the Noteholder Ordinary Shares and Exchange Notesmay instead be transferred to the Holding Period Trust.If any Holder of an Allowed Notes Claim is unable, owing to fundconstitutional or binding governance reasons, to receive its pro rata share ofthe Noteholder Ordinary Shares or Exchange Notes or to nominate aNominee to receive its pro rata share of the Noteholder Ordinary Shares orExchange Notes, such Noteholder Ordinary Shares or Exchange Notes maybe transferred to the Holding Period Trust. Any unclaimed NoteholderOrdinary Shares or Exchange Notes held by the trustee at the end of suchfixed period shall be liquidated and the net proceeds held on trust for afurther fixed period for such Holder of an Allowed Notes Claim to claim.Upon the expiry of the later fixed period, the trustee will deliver anyunclaimed proceeds to the Debtor.4. Surrender of Cancelled Instruments or SecuritiesOn the Effective Date, each Holder of a Certificate shall be deemed to have surrenderedsuch Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respectto the Debtors (other than any Certificate that survives and is not cancelled pursuant to the Plan),and such cancellation shall not alter the obligations or rights of any non-Debtor third parties visà-vis one another with respect to such Certificate. Notwithstanding the foregoing paragraph, thisArticle VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.E. Claims Paid or Payable by Third Parties1. Claims Paid by Third PartiesA Claim shall be reduced in full, and such Claim shall be disallowed without an objectionto such Claim having to be Filed and without any further notice to or action, order, or approval ofthe Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full onaccount of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent aHolder of a Claim receives a Distribution on account of such Claim and receives payment from aparty that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shallrepay, return or deliver any Distribution held by or transferred to the Holder to the applicableReorganized Debtor to the extent the Holder’s total recovery on account of such Claim from thethird party and under the Plan exceeds the amount of such Claim as of the date of any suchDistribution under the Plan; provided that the foregoing shall not prejudice such third party’s rights(including, for the avoidance of doubt, subrogation rights) with respect to the Debtors and theReorganized Debtors.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11145 o of f1 13345532. Claims Payable by Insurance CarriersNo Distributions under the Plan shall be made on account of an Allowed Claim that ispayable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claimhas exhausted all remedies with respect to such insurance policy. To the extent that one or moreof the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a courtof competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may beexpunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims andNoticing Agent without a Claims objection having to be Filed and without any further notice to oraction, order, or approval of the Bankruptcy Court.3. Applicability of Insurance PoliciesExcept as otherwise provided herein, Distributions to Holders of Allowed Claims shall bein accordance with the provisions of an applicable insurance policy. Nothing contained in the Planshall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity mayhold against any other Entity, including Insurers under any policies of insurance, nor shall anythingcontained herein constitute or be deemed a waiver by such Insurers of any defenses, includingcoverage defenses, held by such Insurers.F. SetoffsExcept as otherwise expressly provided for herein, each Reorganized Debtor, pursuant tothe Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcylaw, or as may be agreed to by the Holder of a Claim, may set off or recoup against any AllowedClaim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to bemade pursuant to the Plan on account of such Allowed Claim (before any Distribution is made onaccount of such Allowed Claim), any claims, rights, and Causes of Action of any nature that suchDebtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim,to the extent such claims, rights, or Causes of Action against such Holder have not been otherwisecompromised or settled on or prior to the Effective Date (whether pursuant to the Plan orotherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor theallowance of any Claim pursuant to the Plan shall constitute a waiver or release by suchReorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtormay possess against such Holder; provided, further, that such Holder may contest any such set offby a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. Forthe avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claimrelated to such right of set off prior to the Effective Date.G. Allocation between Principal and Accrued InterestExcept as otherwise provided herein, the aggregate consideration paid to Holders withrespect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to theprincipal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, ifany, on such Allowed Claim accrued through the Effective Date.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11156 o of f1 1334554H. Minimum DistributionsNo (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notesor Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractionalamounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional NewMoney Note or Exchange Note under this Plan would otherwise be called for, such payment orDistribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be roundedto the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded tothe next lower whole number with no further payment or Distribution therefore. The total numberof authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted asnecessary to account for the foregoing rounding, subject to any minimum denominations requiredunder the Exchange Notes or the New Money Notes, as the case may be.Whenever any payment or Distribution of a fraction of a dollar or fractional share ofNoteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment orDistribution will reflect a rounding down of such fraction to the nearest whole dollar or share ofNoteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares orless being rounded down.ARTICLE VIIPROCEDURES FOR RESOLVING DISPUTED CLAIMSA. Disputed Claims GenerallyNotwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forthin the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection ofan Executory Contract or Unexpired Lease, need not File Proofs of Claim with the BankruptcyCourt, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolveany disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not beencommenced. The Holders of Claims other than Claims arising from the rejection of an ExecutoryContract or Unexpired Lease shall not be subject to any Claims resolution process in theBankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection ofan Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, andincluding Claims Filed after the Effective Date, shall be deemed withdrawn. From and after theEffective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise anyClaim without approval of the Bankruptcy Court.B. Objections to ClaimsExcept insofar as a Claim is Allowed under the Plan, the Debtors or the ReorganizedDebtors, as applicable, shall be entitled to object to Claims. After the Effective Date, theReorganized Debtors shall have and retain any and all rights and defenses that the Debtors hadwith regard to any Claim or Interest. Any objections to Claims shall be served and Filed on orbefore the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixedby the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or theReorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or toProof of such Claim.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11167 o of f1 1334555C. Estimation of ClaimsThe Debtors or the Reorganized Debtors, as applicable, and subject to the consent of theMajority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonablywithheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, andDisputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Courtestimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of theBankruptcy Code regardless of whether the Debtors previously objected to such Claim or whetherthe Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retainjurisdiction to estimate any Claim, including, without limitation, at any time during litigationconcerning any objection to any Claim or during the pendency of any appeal relating to any suchobjection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, orDisputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claimor a maximum limitation on the Allowed amount of such Claim, as determined by the BankruptcyCourt. If the estimated amount constitutes a maximum limitation on the Allowed amount of suchClaim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementaryproceedings to object to the allowance of such Claim.D. Disallowance of ClaimsAny Claims held by Entities from which property is recoverable under sections 542, 543,550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemedDisallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims maynot receive any Distributions on account of such Claims until such time as such Causes of Actionagainst that Entity have been settled or a Bankruptcy Court order with respect thereto has beenentered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to theDebtors or the Reorganized Debtors.E. No Distributions Pending AllowanceIf an objection, motion to estimate, or other challenge to a Claim is Filed, no payment orDistribution provided under the Plan shall be made on account of such Claim unless and until (andonly to the extent that) such Disputed Claim becomes an Allowed Claim.F. Distributions after AllowanceTo the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (ifany) shall be made to the Holder of such Allowed Claim in accordance with the provisions of thePlan, including the treatment provisions provided in Article IV of the Plan.G. Claim Resolution Procedures CumulativeAll of the Claims, objection, estimation, and resolution procedures in the Plan are intendedto be cumulative and not exclusive of one another. Claims may be estimated and subsequentlysettled, compromised, withdrawn, or resolved in accordance with the Plan without further noticeor Bankruptcy Court approval.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11178 o of f1 1334556H. Single Satisfaction of Claims and InterestsIn no case shall the aggregate value of all property received or retained under the Plan onaccount of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim orInterest plus applicable interest required to be paid hereunder, if any.ARTICLE VIIIEFFECT OF CONFIRMATION OF THE PLANA. Discharge of Claims and Termination of InterestsPursuant to section 1141(d) of the Bankruptcy Code, and except as otherwisespecifically provided in the Plan or in any contract, instrument, or other agreement ordocument created pursuant to the Plan, the Distributions, rights, and treatment that areprovided in the Plan shall be in complete satisfaction, discharge, and release, effective as ofthe Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,including any interest accrued on Claims or Interests from and after the Petition Date,whether known or unknown, against, liabilities of, Liens on, obligations of, rights against,and Interests in, the Debtors or any of their assets or properties, regardless of whether anyproperty shall have been distributed or retained pursuant to the Plan on account of suchClaims and Interests, including demands, liabilities, and Causes of Action that arose beforethe Effective Date, any liability (including withdrawal liability) to the extent such Claims orInterests relate to services performed by employees of the Debtors prior to the Effective Dateand that arise from a termination of employment, any contingent or non-contingent liabilityon account of representations or warranties issued on or before the Effective Date, and alldebts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, ineach case whether or not: (a) a Proof of Claim based upon such debt or right is Filed ordeemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest basedupon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code;or (c) the Holder of such a Claim or Interest has accepted the Plan. The Combined Ordershall be a judicial determination of the discharge of all Claims and Interests subject to theoccurrence of the Effective Date.B. Release of LiensExcept as otherwise provided in or pursuant to the New Security Documents, thePlan, the Combined Order, or any other contract, instrument, release, or other agreementor document created pursuant to the Plan, on the Effective Date and concurrently with theapplicable Distributions made pursuant to the Plan and, in the case of a Secured Claim,satisfaction in full of the portion of the Secured Claim that is Allowed as of the EffectiveDate, except for Other Secured Claims that the Debtors elect to Reinstate in accordance withArticle III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or othersecurity interests against any property of the Estates or the Debtors' affiliates for the benefitof Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other securityinterests against any property of the Estates shall be fully released and discharged, and allof the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges,or other security interests shall revert to the Reorganized Debtors and their successors andCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11189 o of f1 1334557assigns, other than, for the avoidance of doubt, the Liens and security interests grantedpursuant to, or in connection with, the Facility Agreement Amendments Documents, theAmended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documentsor the Security Documents (as defined in the Notes Amendments Documents). Any Holderof such Secured Claim (and the applicable agents for such Holder) shall be authorized anddirected, at the sole cost and expense of the Reorganized Debtors, to release any collateral orother property of any Debtor (including any cash collateral and possessory collateral) heldby such Holder (and the applicable agents for such Holder), and to take such actions as maybe reasonably requested by the Reorganized Debtors to evidence the release of such Lien,including the execution, delivery, and filing or recording of such releases. The presentationor filing of the Combined Order to or with any federal, state, provincial, or local agency ordepartment shall constitute good and sufficient evidence of, but shall not be required toeffect, the termination of such Liens.C. Releases by the DebtorsExcept as otherwise specifically provided in the Plan or the Combined Order,pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, asof the Effective Date, each Released Party is deemed released and discharged by the Debtors,the Reorganized Debtors, and their Estates from any and all Causes of Action, including anyAvoidance Actions and derivative claims asserted on behalf of the Debtors, that the Debtors,the Reorganized Debtors, or their Estates would have been legally entitled to assert in theirown right (whether individually or collectively) or on behalf of the Holder of any Claim orCause of Action against, or Interest in, a Debtor or other Entity, whether known or unknown,foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereafterarising in law, equity, contract, tort, or otherwise, based on or relating to, or in any mannerarising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuringefforts, intercompany transactions between or among the Debtors or between the Debtorsand their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement Documents,the Prepetition Finance Documents, the Chapter 11 Cases, the formulation, preparation,dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure Statement,the Definitive Documents, the Facility Agreement Amendments Documents, the NotesAmendments Documents, the New Money Documents, the New Security Documents, theRights Offering Documents, the Restructuring Implementation Deed, the Plan, or anyRestructuring Transaction, contract, instrument, release, or other agreement or documentcreated or entered into in connection with the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents or the Plan, the filing of the Chapter 11 Cases, the pursuit ofConfirmation, the pursuit of Consummation, the administration and implementation of thePlan, including the issuance or Distribution of Securities pursuant to the Plan, or theDistribution of property under the Plan, the Lock-Up Agreement, or any other relatedagreement, or upon any other act or omission, transaction, agreement, event, or otheroccurrence taking place on or before the Effective Date. Notwithstanding anything to thecontrary in the foregoing, the releases set forth above do not release (i) any post-EffectiveDate obligations of any party or Entity under the Plan, the Lock-Up Agreement, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 11290 o of f1 1334558Restructuring Implementation Deed, the Rights Offering Documents (including theBackstop Agreement), the Notes Amendments Documents, the New Money Documents, theNew Security Documents, the Definitive Documents, the Facility Agreement AmendmentsDocuments, or any Restructuring Transaction, or any document, instrument, or agreement(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) anyCauses of Action specifically retained by the Debtors pursuant to the Schedule of RetainedCauses of Action, (iii) any Cause of Action that is judicially determined by a Final Order tohave constituted actual fraud, willful misconduct gross negligence of an Entity other than aDebtor, (iv) any Cause of Action against a Released Party arising from any obligations owedto or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is nototherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature andarising in the ordinary course of business, such as accounts receivable and accounts payableon account of goods and services being performed, or (vi) any Cause of Action against aHolder of a Disputed Claim to the extent necessary to administer and resolve such DisputedClaim solely in accordance with the Plan.D. Releases by Holders of Claims and InterestsExcept as otherwise specifically provided in the Plan or the Combined Order, as ofthe Effective Date, each Releasing Party is deemed to have released and discharged eachDebtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whetherknown or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,existing or hereafter arising in law, equity, contract, tort, or otherwise, including anyderivative claims asserted on behalf of the Debtors, that such Entity would have been legallyentitled to assert (whether individually or collectively), based on or relating to, or in anymanner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-courtrestructuring efforts, intercompany transactions between or among the Debtors or betweenthe Debtors and their non-Debtor Affiliates, the Facility Agreement, the Facility AgreementDocuments, the Prepetition Finance Documents, the Chapter 11 Cases, the formulation,preparation, dissemination, negotiation, or filing of the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or anyRestructuring Transaction, contract, instrument, release, or other agreement or documentcreated or entered into in connection with the Lock-Up Agreement, the DisclosureStatement, the Definitive Documents, the Facility Agreement Amendments Documents, theNotes Amendments Documents, the New Money Documents, the New Security Documents,the Rights Offering Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuitof Confirmation, the pursuit of Consummation, the administration and implementation ofthe Plan, including the issuance or Distribution of Securities pursuant to the Plan, or theDistribution of property under the Plan, or the Lock-Up Agreement. Notwithstandinganything to the contrary in the foregoing, the releases set forth above do not release (i) anypost-Effective Date obligations of any party or Entity under the Plan, any RestructuringTransaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the RightsOffering Documents (including the Backstop Agreement), the Notes AmendmentsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12201 o of f1 1334559Documents, the New Money Documents, the New Security Documents, the DefinitiveDocuments, the Facility Agreement Amendments Documents, or any other document,instrument, or agreement (including those set forth in the Plan Supplement) executed toimplement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuantto the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judiciallydetermined by a Final Order to have constituted actual fraud, willful misconduct, or grossnegligence, (iv) any Cause of Action against a Released Party arising from any obligationsowed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is nototherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature andarising in the ordinary course of business, such as accounts receivable and accounts payableon account of goods and services being performed, or (vi) any Cause of Action against aHolder of a Disputed Claim to the extent necessary to administer and resolve such DisputedClaim solely in accordance with the Plan.E. ExculpationExcept as otherwise expressly provided in the Plan or the Combined Order, to thefullest extent permitted by applicable law, no Exculpated Party shall have or incur, and eachExculpated Party is released and exculpated from any and all Causes of Action arising fromthe Petition Date to the Effective Date whether known or unknown, foreseen or unforeseen,asserted or unasserted, matured or unmatured, existing or hereafter arising in law, equity,contract, tort or otherwise, for any claim related to any act or omission in connection with,relating to, or arising out of the Debtors, the Debtors’ in- or out-of-court restructuringefforts, intercompany transactions between or among the Debtors or between the Debtorsand their non-Debtor Affiliates, the Facility Agreement, the Prepetition Finance Documents,the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing ofthe Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the FacilityAgreement Amendments Documents, the Notes Amendments Documents, the New MoneyDocuments, the New Security Documents, the Rights Offering Documents, the RestructuringImplementation Deed, the Plan, or any Restructuring Transaction, contract, instrument,release, or other agreement or document created or entered into in connection with the Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility AgreementAmendments Documents, the Notes Amendments Documents, the New Money Documents,the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit ofConfirmation, the pursuit of Consummation, the administration and implementation of thePlan, including the issuance of Securities pursuant to the Plan, or the Distribution ofproperty under the Plan, the Lock-Up Agreement, or any other related agreement, exceptfor claims related to any act or omission that is determined in a Final Order to haveconstituted actual fraud, willful misconduct, or gross negligence, but in all respects suchEntities shall be entitled to reasonably rely upon the advice of counsel with respect to theirduties and responsibilities pursuant to the Plan. The Exculpated Parties have, and uponcompletion of the Plan shall be deemed to have, participated in good faith and in compliancewith the applicable laws with regard to the solicitation of votes and Distribution ofconsideration pursuant to the Plan and, therefore, are not, and on account of suchDistributions shall not be, liable at any time for (i) any post-Effective Date obligations of anyCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12212 o of f1 1334560party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, theRestructuring Implementation Deed, or any document, instrument, or agreement (includingthose set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes ofAction specifically retained by the Debtors pursuant to the Schedule of Retained Causes ofAction, (iii) any Cause of Action (other than a Cause of Action against the Debtors, theReorganized Debtors, or any Related Party of the Debtors) unknown to such ExculpatedParty as of the Effective Date that arises out of actual fraud or gross negligence of an Entityother than such Exculpated Party, or (iv) the violation of any applicable law, rule, orregulation governing the solicitation of acceptances or rejections of the Plan or suchDistributions made pursuant to the Plan.F. InjunctionUpon entry of the Combined Order, all Persons and Entities shall be enjoined fromtaking any actions to interfere with the implementation or consummation of this Plan or thevesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtorspursuant to this Plan.Except as otherwise specifically provided in the Plan or for obligations issued orrequired to be paid pursuant to the Plan or the Combined Order, all Entities who have held,hold, or may hold claims or interests that have been released, discharged, or are subject toexculpation are permanently enjoined, from and after the Effective Date, from taking any ofthe following actions (collectively, the “Covered Matters”) against, as applicable, the Debtors,the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the “CoveredEntities”): (a) commencing or continuing in any manner any action or other proceeding ofany kind on account of or in connection with or with respect to any such claims or interests;(b) enforcing, attaching, collecting, or recovering by any manner or means any judgment,award, decree, or order against such Entities on account of or in connection with or withrespect to any such claims or interests; (c) creating, perfecting, or enforcing anyencumbrance of any kind against such Entities or the property or the estates of such Entitieson account of or in connection with or with respect to any such claims or interests; (d)asserting any right of setoff, subrogation, or recoupment of any kind against any obligationdue from such Entities or against the property of such Entities on account of or in connectionwith or with respect to any such claims or interests unless such Holder has Filed a motionrequesting the right to perform such setoff on or before the Effective Date, andnotwithstanding an indication of a claim or interest or otherwise that such Holder asserts,has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and(e) commencing or continuing in any manner any action or other proceeding of any kind onaccount of or in connection with or with respect to any such claims or interests released orsettled pursuant to the Plan.With respect to any Covered Entity, no Entity or Person may commence or continueany action, employ any process, or take any other act to pursue, collect, recover or offset anyClaim, Interest, debt, obligation, or Cause of Action relating or reasonably likely to relate toany act or commission in connection with, relating to, or arising out of a Covered Matter(including one that alleges the actual fraud, gross negligence, or willful misconduct of aCovered Entity), unless expressly authorized by the Bankruptcy Court after (1) itCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12223 o of f1 1334561determines, after a notice and a hearing, such Claim, Interest, debt, obligation, or Cause ofAction is colorable and (2) it specifically authorizes such Entity or Person to bring suchClaim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdictionto determine whether any such Claim, Interest, debt, obligation or Cause of Action iscolorable and, only to the extent legally permissible and as provided for in Article XI, shallhave jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,or Cause of Action.G. Reimbursement or ContributionIf the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entitypursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim iscontingent as of the time of allowance or disallowance, such Claim shall be forever disallowedand expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to theConfirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevantHolder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has beenentered prior to the Confirmation Date determining such Claim as no longer contingent.ARTICLE IXCONDITIONS PRECEDENT TO THE EFFECTIVE DATEA. Conditions Precedent to the Effective DateIt shall be a condition to the Effective Date that the following conditions shall have beensatisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and theMajority Participating Lenders, or waived pursuant to Article IX.B of the Plan:1. the Combined Order in form and substance acceptable to the Majority CoreNoteholder Group and the Majority Participating Lenders shall be a Final Order ;2. the Transaction Documents and the New Security Documents, shall be in form andsubstance acceptable to the Majority Core Noteholder Group and the MajorityParticipating Lenders (with all conditions precedent thereto having been satisfiedor waived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date);3. the Backstop Agreement shall remain in full force and effect and shall not haveterminated pursuant to its terms;4. the Rights Offering shall have been conducted, in all material respects, inaccordance with the Rights Offering Procedures;5. issuance of the Noteholder Ordinary Shares (with all conditions precedent theretohaving been satisfied or waived, other than the occurrence of the Effective Date),in each case, in accordance with the Plan, the Lock-Up Agreement, and theRestructuring Implementation Deed;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12234 o of f1 13345626. all conditions precedent to the issuance of the Exchange Notes have been satisfiedor waived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date, in each case, inaccordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;7. all conditions precedent to the issuance of the New Money Notes have beensatisfied or waived, other than the occurrence of the Effective Date and thoseconditions precedent that are expected to occur on the Effective Date, in each case,in accordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;8. all conditions precedent to the effectiveness of the SSRCF have been satisfied orwaived, other than the occurrence of the Effective Date and those conditionsprecedent that are expected to occur on the Effective Date, in each case, inaccordance with the Plan, the Lock-Up Agreement, and the RestructuringImplementation Deed;9. all other applicable Definitive Documents shall be in form and substance acceptableto the Majority Core Noteholder Group and the Majority Participating Lenders(with all conditions precedent thereto having been satisfied or waived, other thanthe occurrence of the Effective Date and those conditions precedent that areexpected to occur on the Effective Date);10. the establishment and funding of the Professional Fee Escrow Account;11. payment of all fees, costs and expenses required to be paid under the Lock-UpAgreement, the Backstop Agreement, and the other Transaction Documents and inaccordance with the Lock-Up Agreement, including the Restructuring Expenses (tothe extent not already paid);12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be aFinal Order;13. the Agreed Steps Plan and evidence that steps and transactions referred to thereinas steps/transactions to be undertaken on or prior to the Effective Date shall havebeen or will be duly completed to the satisfaction of the Majority Core NoteholderGroup and the Majority Participating Lenders in accordance with the Plan, theLock-Up Agreement, and the Restructuring Implementation Deed;14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to theTreatment in Class 5 shall have been paid in full in Cash;15. all requisite governmental authorities and third parties will have approved orconsented to the Restructuring Transactions and any applicable waiting periodunder applicable law (including with respect to antitrust laws) shall have expired,in either case, to the extent required;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12245 o of f1 133456316. no court of competent jurisdiction or other competent governmental or regulatoryauthority shall have issued any order making illegal or otherwise preventing orprohibiting the consummation of any Restructuring Transactions;17. the Debtors shall have implemented the Restructuring Transactions and alltransactions contemplated by, and in accordance with, the Lock-Up Agreement, theAgreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and18. either:i) the Lock-Up Agreement shall not have been terminated and shall remain in full forceand effect; orii)(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RPCertificate to the Consenting Creditors;(b) the Lock-Up Agreement shall not have been terminated other than pursuant toclause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and suchtermination shall have occurred not more than 122 days before the EffectiveDate; and(c) the Company shall have delivered to the Consenting Creditors a LUACompliance Certificate;(d) no event or circumstance has occurred which (with the expiry of any graceperiod, the giving of any notice or any combination of the foregoing) wouldhave resulted in a termination right arising in favor of (i) the Majority CoreNoteholder Group or the Majority Participating Lenders under paragraphs (c)to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination byParticipating Lenders with respect to Participating Lenders only) of the Lock-Up Agreement or (ii) the Majority Participating Lenders or the MajorityConsenting Noteholders under paragraph (f) of Clause 8.3 (Voluntarytermination) of the Lock-Up Agreement (in each case, as if it had not alreadyterminated) and none of the Majority Core Noteholder Group, the MajorityParticipating Lenders nor the Majority Consenting Noteholders have deliverednotice to the Company confirming that it or they would have terminated theLock-Up Agreement on the basis of such event or circumstance if the Lock-UpAgreement had still been in full force and effect; and(e) neither the Majority Core Noteholder Group nor the Majority ParticipatingLenders have delivered an Effective Date Failed CP Notice to the Company.B. Waiver of Conditions PrecedentThe Debtors, with the prior written consent (which may be provided through electronicmail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waiveCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12256 o of f1 1334564any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or asotherwise provided in the Lock-Up Agreement without any notice to any other parties in interestand without any further notice to or action, order, or approval of the Bankruptcy Court, and withoutany formal action other than proceeding to confirm and consummate the Plan. The failure of theDebtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of theforegoing rights shall not be deemed a waiver of any other rights, and each such right shall bedeemed an ongoing right, which may be asserted at any time.ARTICLE XMODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLANA. Modification of PlanSubject to the limitations and terms contained in the Plan, the Debtors reserve the right to(1) amend or modify the Plan before the entry of the Combined Order consistent with the termsset forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) afterthe entry of the Combined Order, the Debtors or the Reorganized Debtors, as applicable, may,upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b)of the Bankruptcy Code, subject to the Lock-Up Agreement, to remedy any defect or omission, orreconcile any inconsistency in the Plan in such manner as may be necessary to carry out thepurpose and intent of the Plan consistent with the terms set forth herein, in each case set forth inthe preceding clauses (1) and (2) with the prior written consent (which may be provided throughelectronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to theConsenting Creditors (or, if a Consenting Creditor does not have counsel, to such ConsentingCreditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as isreasonably practicable, prior to withdrawing the Plan.B. Effect of Confirmation on ModificationsEntry of the Combined Order shall constitute approval of all modifications to the Planoccurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and afinding that such modifications to the Plan do not require additional disclosure or resolicitationunder Bankruptcy Rule 3019.C. Withdrawal of PlanThe Debtors reserve the right, subject to the terms of the Lock-Up Agreement and theapproval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to anyor all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtorsrevoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) thePlan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan,assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, andany document or agreement executed pursuant hereto will be null and void in all respects; and (3)nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, Interests, orCauses of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any otherEntity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by anyDebtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement thatCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12267 o of f1 1334565survive the termination of these agreements (each, according to its terms) shall remain in effect inaccordance with the terms thereof.ARTICLE XIRETENTION OF JURISDICTIONNotwithstanding the entry of the Combined Order and the occurrence of the Effective Date,the Bankruptcy Court shall retain jurisdiction over all matters arising out of, or related to, theChapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code,which shall be exclusive jurisdiction within the territorial jurisdiction of the United States,including jurisdiction to:1. subject to Article VII.A of the Plan, allow, disallow, determine, liquidate, classify,estimate, or establish the priority, secured or unsecured status, or amount of anyClaim or Interest, including the resolution of any request for payment of any Claimor Interest and the resolution of any and all objections to the secured or unsecuredstatus, priority, amount, or allowance of Claims or Interests;2. decide and resolve all matters related to the granting and denying, in whole or inpart, any applications for allowance of compensation or reimbursement of expensesto Professionals authorized pursuant to the Bankruptcy Code or the Plan;3. resolve any matters related to Executory Contracts or Unexpired Leases, including:(a) the assumption or assumption and assignment of any Executory Contract orUnexpired Lease to which a Debtor is party or with respect to which a Debtor maybe liable and to hear, determine, and, if necessary, liquidate, any Cure or Claimsarising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)any potential contractual obligation under any Executory Contract or UnexpiredLease that is assumed; and (c) any dispute regarding whether a contract or lease isor was executory or expired;4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuantto the provisions of the Plan and adjudicate any and all disputes arising from orrelating to Distributions under the Plan;5. adjudicate, decide, or resolve any motions, adversary proceedings, contested orlitigated matters, and any other matters, and grant or deny any applicationsinvolving a Debtor that may be pending on the Effective Date;6. enter and implement such orders as may be necessary or appropriate to execute,implement, or consummate the provisions of (a) contracts, instruments, releases,indentures, and other agreements or documents approved by Final Order in theChapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,releases, indentures, and other agreements or documents created in connection withthe Plan;CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12278 o of f1 13345667. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a)of the Bankruptcy Code;8. grant any consensual request to extend the deadline for assuming or rejectingUnexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;9. issue injunctions, enter and implement other orders, or take such other actions asmay be necessary or appropriate to restrain interference by any Entity withConsummation or enforcement of the Plan;10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, orCauses of Action in connection with or in any way related to the Chapter 11 Cases,including: (a) with respect to the repayment or return of Distributions and therecovery of additional amounts owed by the Holder of a Claim or an Interest foramounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to thereleases, injunctions, and other provisions contained in Article VIII of the Plan,including entry of such orders as may be necessary or appropriate to implementsuch releases, injunctions, and other provisions; (c) that may arise in connectionwith the Consummation, interpretation, implementation, or enforcement of the Planand the Combined Order; or (d) related to section 1141 of the Bankruptcy Code;11. decide and resolve all matters related to the issuance of the Noteholder OrdinaryShares and the New Money Notes and the execution of the Transaction Documents;12. enter and implement such orders as are necessary or appropriate if the CombinedOrder is for any reason modified, stayed, reversed, revoked, or vacated;13. consider any modifications of the Plan, to cure any defect or omission, or toreconcile any inconsistency in any Bankruptcy Court order, including theCombined Order;14. hear and determine matters concerning state, local, and federal taxes in accordancewith sections 346, 505, and 1146 of the Bankruptcy Code;15. enter an order or Final Decree concluding or closing the Chapter 11 Cases;16. enforce all orders previously entered by the Bankruptcy Court; and17. hear and determine any other matters related to the Chapter 11 Cases and notinconsistent with the Bankruptcy Code or title 28 of the United States Code.provided, in each case, that the Bankruptcy Court shall not retain jurisdiction over matters arisingfrom agreements or documents (or performance under agreements or documents) contained in thePlan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forumselection, or dispute resolution clause that refers matters to or permits a Person to bring actionsbefore a different court or forum, and any matters arising from agreements or documents (orperformance under any agreements or documents) contained in the Plan Supplement or any otherDefinitive Documents that contain such clauses shall be governed in accordance with theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12289 o of f1 1334567provisions of such agreements or documents; provided, further, that if the Bankruptcy Courtabstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdictionover any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of thisArticle XI shall have no effect upon and shall not control, prohibit, or limit the exercise ofjurisdiction by any other court having jurisdiction with respect to such matter.ARTICLE XIIMISCELLANEOUS PROVISIONSA. Immediate Binding EffectNotwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon theoccurrence of the Effective Date, the terms of the Plan shall be immediately effective andenforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and allHolders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to haveaccepted the Plan), all Entities that are parties to or are subject to the settlements, compromises,releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiringproperty under the Plan, and any and all non-Debtor parties to Executory Contracts and UnexpiredLeases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted,or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claimor Interest has voted on the Plan.B. Additional DocumentsOn or before the Effective Date, the Debtors may File with the Bankruptcy Court suchagreements and other documents as may be necessary or appropriate to effectuate and furtherevidence the terms and conditions of the Plan; provided, however, that such agreements and otherdocuments shall be consistent in all material respects with the terms and conditions of the Lock-Up Agreement, including the condition that such agreements and other documents shall be in formand substance reasonably acceptable to the Majority Participating Lenders and the Majority CoreNoteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders ofClaims and Interests receiving Distributions pursuant to the Plan and all other parties in interestshall, from time to time, prepare, execute, and deliver any agreements or documents and take anyother actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.C. Payment of Statutory FeesPrior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28U.S.C. § 1930(a)(6) and shall File monthly reports in a form reasonably acceptable to the U.S.Trustee. On or after the Effective Date, the Reorganized Debtors shall pay any and all fees whendue and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonablyacceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees tothe U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 12390 o of f1 1334568D. Reservation of RightsExcept as expressly set forth herein, the Plan shall have no force or effect unless theBankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statementor provision contained in the Plan, including the amounts set forth in Article III.D, or the takingof any action by any Debtor or any party in interest with respect to the Plan, the DisclosureStatement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of anyrights of any party in interest prior to the Effective Date.E. Successors and AssignsThe rights, benefits, and obligations of any Entity named or referred to in the Plan shall bebinding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign,Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of eachsuch Entity.F. Service of DocumentsAfter the Effective Date, any pleading, notice, or other document required by the Plan tobe served on or delivered to the Reorganized Debtors shall be served on:Reorganized Debtors Intrum ABRiddargatan 10Stockholm, Sweden 11435Attention: Niklas LundquistCounsel to Debtors Porter Hedges LLP1000 Main St., 36thHouston, TX 77002Attn.: John F. Higgins ([email protected])Milbank LLP55 Hudson YardsNew York, New York 10001Attn.: Dennis F. Dunne ([email protected])Jaimie Fedell ([email protected])Counsel to Consenting NoteholdersLatham & Watkins LLP1271 Avenue of the AmericasNew York, New York 10020Attn.: Adam J. Goldberg ([email protected])Ebba Gebisa ([email protected])Brian S. Rosen ([email protected])Thomas Fafara ([email protected])CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13301 o of f1 1334569Counsel to the RCF SteerCo Group Clifford Chance US LLPTwo Manhattan West375 9th AvenueNew York, NY 10001Maja Zerjal Fink ([email protected])Robert Johnson ([email protected])Madelyn Nicolini ([email protected])United States Trustee Office of the United States Trusteefor the Southern District of Texas515 Rusk Street, Suite 3516Houston, Texas 77002G. Term of Injunctions or StaysUnless otherwise provided herein or in the Combined Order, all injunctions or staysin effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code orany order of the Bankruptcy Court) and existing on the Confirmation Date (excluding anyinjunctions or stays contained in the Plan or the Combined Order) shall remain in full forceand effect until the Effective Date. All injunctions or stays contained in the Plan or theCombined Order shall remain in full force and effect in accordance with their terms.H. Entire AgreementExcept as otherwise indicated, and without limiting the effectiveness of the Lock-UpAgreement, the Plan supersedes all previous and contemporaneous negotiations, promises,covenants, agreements, understandings, and representations on such subjects, all of which havebecome merged and integrated into the Plan.I. Plan SupplementAll exhibits and documents included in the Plan Supplement are incorporated into and area part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed,copies of such exhibits and documents shall be made available upon written request to the Debtors’counsel at the address above or by downloading such exhibits and documents fromhttps://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website atwww.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to theextent any exhibit or document in the Plan Supplement is inconsistent with the terms of any partof the Plan that does not constitute the Plan Supplement, such part of the Plan that does notconstitute the Plan Supplement shall control.J. Non-SeverabilityIf, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Courtto be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shallhave the power to alter and interpret such term or provision to make it valid or enforceable to theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13312 o of f1 1334570maximum extent practicable, consistent with the original purpose of the term or provision held tobe invalid, void, or unenforceable, and such term or provision shall then be applicable as alteredor interpreted; provided that any such alteration or interpretation shall be consistent with the Lock-Up Agreement and in form and substance reasonably satisfactory to the Majority ConsentingCreditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of theterms and provisions of the Plan will remain in full force and effect and will in no way be affected,impaired, or invalidated by such holding, alteration, or interpretation. The Combined Order shallconstitute a judicial determination and shall provide that each term and provision of the Plan, as itmay have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceablepursuant to its terms; (2) integral to the Plan and may not be deleted or modified without theDebtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutuallydependent.K. Votes Solicited in Good FaithUpon entry of the Combined Order, the Debtors, the Consenting Creditors, and each oftheir respective Affiliates, agents, representatives, members, principals, shareholders, officers,directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan ingood faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of theBankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code inthe offer, issuance, sale, and purchase of Securities offered, issued, or sold under the Plan, and,therefore, neither any of such parties or individuals or the Reorganized Debtors will have anyliability for the violation of any applicable law, rule, or regulation governing the solicitation ofvotes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or soldunder the Plan.L. Closing of Chapter 11 CasesAfter an Estate has been fully administered, the Reorganized Debtors shall be authorized,but not directed, to submit an order to the Bankruptcy Court under certification of counsel to closethe applicable Chapter 11 Case in accordance with the Bankruptcy Code and Bankruptcy Rules.Furthermore, the Claims and Noticing Agent is authorized to destroy all paper/hardcopy recordsrelated to this matter two (2) years after the Effective Date has occurred.M. Waiver or EstoppelEach Holder of a Claim or an Interest shall be deemed to have waived any right to assertany argument, including the right to argue that its Claim or Interest should be Allowed in a certainamount, in a certain priority, secured or not subordinated by virtue of an agreement made with theDebtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, theDisclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed priorto the Confirmation Date.N. Creditor DefaultAn act or omission by a Holder of a Claim or an Interest in contravention of the provisionsof this Plan shall be deemed an event of default under this Plan. Upon an event of default, theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13323 o of f1 1334571Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Orderand may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors inremedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Courtmay: (a) designate a party to appear, sign or accept the documents required under the Plan onbehalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan byorder of specific performance; (c) award judgment against such defaulting creditor in favor of theReorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors forthe damages caused by such default; and (d) make such other order as may be equitable that doesnot materially alter the terms of the Plan.O. 2002 Notice PartiesThe Combined Order shall provide that, after the Effective Date, the Debtors and theReorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documentspursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after theCombined Hearing to receive documents pursuant to Bankruptcy Rule 2002.[Remainder of page left intentionally blank]CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13334 o of f1 1334572Dated: December 18, 2024Respectfully submitted,By: /s/ Andrés Rubio .Name: Andrés RubioTitle: Chief Executive OfficerOn behalf of Intrum AB (pub) and its Debtor affiliateCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 13345 o of f1 13345EXHIBIT CCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXAS (HOUSTON)IN RE:INTRUM AB,Debtor.........Case No. 24-90575Chapter 11515 Rusk StreetHouston, TX 77002Tuesday, December 31, 2024. . . . . . . . . . . . . . . . 11:00 a.m.TRANSCRIPT OF ORAL RULINGBEFORE THE HONORABLE CHRISTOPHER M. LOPEZUNITED STATES BANKRUPTCY COURT JUDGETELEPHONIC APPEARANCES:For the Debtor: Milbank LLPBy: ANDREW M. LEBLANC, ESQ.MELANIE W. YANEZ, ESQ.HANNAH BLAZEK, ESQ.JULIE WOLF, ESQ.1850 K Street NWWashington, DC 20006(202) 835-7574Milbank LLPBy: DENNIS F. DUNNE, ESQ.55 Hudson YardsNew York, NY 10001(212) 530-5770APPEARANCES CONTINUED.Audio Operator: Courtroom ECRO PersonnelTranscription Company: Access Transcripts, LLC10110 Youngwood LaneFishers, IN 46048(855) 873-2223www.accesstranscripts.comProceedings recorded by electronic sound recording,transcript produced by transcription service.1Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 2 of 382ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)APPEARANCES (Continued):For the Debtor: Kirkland & Ellis LLPBy: JAIMIE FEDELL, ESQ.333 W. Wolf Point PlazaChicago, IL 60654(312) 862-2000For the United StatesTrustee:Office of the United States TrusteeBy: CHRISTOPHER ROSS TRAVIS, ESQ.515 Rusk StreetSuite 3516Houston, TX 77002(202) 603-5225For RCF SteerCo Group: Clifford Chance US LLPBy: BRIAN LOHAN, ESQ.MAJA ZERJAL FINK, ESQ.MADELYN NICOLINI, ESQ.Two Manhattan West375 9th AvenueNew York, NY 10001(212) 878-8000Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 383ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 (Proceedings commence at 11:00 a.m.)2 THE COURT: Case Number 24-90575, which is Intrum AB3 and Intrum AB of Texas here in connection with an oral ruling4 on joint motion to dismiss and the plan confirmation.5 Before I begin, Mr. Leblanc, I just want to make6 sure, if you can just raise your hand, if you can hear me, just7 want to make sure that you can.8 Okay. And I guess before we get started, if you can9 also give me a hand in the air if things are still where they10 are and require me to rule.11 Okay. All right. Here we go. Before I begin, I12 want to thank all the attorneys and everyone who participated13 in the hearings that we had recently in December. I really14 thought a lot about the issues that are before the Court in15 connection with the motion to dismiss and in connection with16 plan confirmation. And I kind of took a couple of extra days17 to really think about the issues and go through the evidence.18 It's a big issue for many people, obviously, and I19 wanted to make sure that I was able to at least articulate my20 thoughts, hopefully in a way that people will understand. And21 so here's the Court's ruling. I'm just going to start reading.22 Intrum AB and Intrum AB of Texas, LLC started these23 Chapter 11 cases seeking confirmation of a prepackaged plan of24 reorganization. The plan is supported by a significant number25 of secured and unsecured lenders.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 4 of 384ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 And there is strong opposition from an ad hoc group2 of 2025 note holders. This ad hoc group moved to dismiss the3 case for lack of good faith under Section 1112(b) of the4 Bankruptcy Code. They also object to plan confirmation on5 several grounds.6 The Office of the United States Trustee objected to7 plan confirmation based on the outbound for consensual third8party releases under the plan. They also request that a9 minimum language in a confirmation order assuring parties who10 opted out of the consensual releases, that they're not bound by11 them.12 The U.S. Trustee also objected to exculpations, but13 at a hearing in mid-December, the debtors and the U.S.T.14 informed the Court that they had agreed to resolve that15 objection.16 The Court considered the motion to dismiss and plan17 confirmation in evidentiary hearings that took place on18 December 17th and the 19th. Many exhibits, including19 declarations, were admitted in the record. The Court heard20 live testimony from debtor CEO, the Chair of the Board of21 Intrum AB, and an expert witness on Swedish insolvency law.22 The Court took both matters under advisement and23 today provides its rulings.24 Note that the Court has jurisdiction under 28 U.S.C.25 1334(b). A motion to dismiss and plan confirmation issues areCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 5 of 385ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 court proceedings under 28 U.S.C. 157(b).2 So the Court has constitutional authority to enter3 final orders and judgments in accordance with Supreme Court's4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's5 been U.S. proper in this district under 28 U.S.C. 1408 and6 1409. I'm going to start with some background and then turn to7 the rulings.8 Intrum AB, whom I'll refer to as Intrum, is one of9 Europe's largest debt collection companies. Intrum is a10 Swedish company that operates in 22 countries and, in addition11 to debt collection services, provides credit management12 services to clients. Intrum, together with its debtor and non13debtor subsidiaries, employs about 10,000 people.14 Intrum's capital structure included a revolving15 credit facility, a term loan facility, and nine unsecured note16 issuances. The notes are made up of senior unsecured notes,17 medium term notes, and private placement notes. The revolver18 matures in 2026.19 The senior unsecured notes mature in 2020 to '25,20 2027 and 2028. These notes are governed by New York law. The21 medium term notes mature in '25 and in '26, and they're22 governed by Swedish law. The private placement notes mature in23 2025, and they're also governed by New York law.24 Before the start of these Chapter 11 cases, Intrum25 began experiencing financial challenges. It was facing highCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 6 of 386ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 inflation rates, high interest rates, slow growth, and a high2 cost of borrowing.3 To increase liquidity, Intrum publicly announced in4 January 2024 that it would sell a major portfolio of assets and5 use those proceeds to reduce debt. Markets reacted negatively,6 and Intrum's share price dropped significantly. Credit7 agencies downgraded Intrum and its affiliates, and Intrum's8 outstanding debt instruments began trading at a discount.9 According to Intrum's CEO, Mr. Rubio, who testified10 in court, some series of debt was trading as low as into the11 50s. Following the market reaction, Rubio testified Intrum12 believed it needed to restructure its debt to meet all of its13 long-term obligations. With cash on hand, it could likely14 satisfy an early 2025 maturity.15 The debt held by the objecting ad hoc group here, but16 without significant market access, it was not going to meet17 maturity in 2026 and after. The company wanted to amend and18 extend its debt, but with its debt rated at single C and its19 debt trading at meaningful discounts, and equity having come20 down significantly, Rubio said the company effectively had no21 market access.22 The company hired restructuring professionals to23 engage its lenders. Two groups formed. The first group was24 the ad hoc group who holds 2025 debt. A second group, who now25 supports the plan before the Court, holds some of the 2025 andCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 7 of 387ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 most of all of the '26, '27, and '28 debt.2 The 2025 ad hoc group's proposal was for Intrum to3 take its outstanding unsecured debt and 100 cents on the4 dollar, agree to an uptier transaction, give them security5 interests, and extend maturities on better terms. An uptier is6 a transaction where borrowers access new capital by amending7 their existing debt documents to permit what is often senior or8 superpriority debt. This proposal presumes that after the9 uptier, the remaining unsecured debt would trade further down,10 and Intrum could then get financing from the ad hoc group,11 third parties, or later repurchase its long-term debt at a12 discount.13 This Court and this district have extensive14 experience with uptiers and the potential litigation that comes15 along with them, especially those that aren't done on a pro16 rata basis.17 The second group offered what is essentially the plan18 before the Court, taking all the unsecured creditors, the '25,19 '26, '27, '28 notes, putting them in a single class in the20 plan, exchanging the debt for notes that mature in '27, '28,21 '29, and '30, essentially pushing out two years at a 10 percent22 discount. In return, Intrum would issue 10 percent of its23 equity to the note holders, along with improved interest rates,24 tighter covenants, and clearer enforcement.25 The proposal would also provide Intrum new money toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 8 of 388ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 go into the market and repurchase any notes trading at a2 discount to further enhance deleveraging. Rubio and Intrum's3 board chair, Mr. Lindquist, said Intrum eventually chose the4 second option. Rubio testified it provided near-term5 deleveraging and right-sized the company's overall projected6 debt maturity problem.7 Intrum eventually entered into a lock-up agreement8 with note holders from the proposed proposal group Intrum9 accepted. Intrum amended the lock-up agreement in August of10 2024 after reaching agreement with a group of lendings holding11 the majority of the revolver debt.12 In October of 2024, Intrum AB of Texas LLC, a wholly13owned subsidiary of Intrum, was created under Texas law. The14 lock-up agreement established the debtors' restructuring. The15 lock-up agreement in the debtors' Chapter 11 plan proposes to16 extend the revolver maturity date to 2028, reducing the17 revolver to about 1.16 billion, reinstates repayment of the18 senior secured loan, exchanges all existing unsecured notes19 into second lien exchange notes at a 10 percent discount to20 face value with new maturity dates proportionally from '27 to21 2030, over 550 million in new money coming in as a 1.5 lien for22 discounted buybacks, payment in full of all general unsecured23 claims, and two classes were entitled to vote on the plan. The24 revolver claims and the note claims.25 The plan treatment for all notes is the same underCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 9 of 389ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 the plan. Any difference in the payment on the ultimate claims2 amount is based on the terms of a particular debt instrument.3 The plan also contemplates that following confirmation of the4 plan, the debtors would start a proceeding in January that will5 allow for implementation of the plan around Intrum in Sweden6 through a Swedish company reorganization under the Swedish7 Company Reorganization Act. Swedish court would determine its8 own date for Intrum and the affected parties in any voting on a9 Swedish reorganization plan.10 In October of 2024, Intrum announced that in November11 of 2024 there would be a meeting. It would amend the terms of12 the notes and add Intrum Texas as a guarantor for the relevant13 notes. It was also announced that Intrum would seek to start a14 Chapter 11 bankruptcy case in Texas. This meeting occurred in15 November and before the cases started, Intrum Texas was added16 as a guarantor.17 The pre-petition solicitation of votes on the Chapter18 11 plan yielded great support. Lenders holding 100 percent by19 amount of voting claims under the revolver and holders of about20 82 percent by amount of voting claims under the notes voted to21 accept the plan.22 So the plan enjoys the overwhelming support of every23 voting class in addition to the secured lenders and its largest24 unsecured creditor.25 Around this time, the ad hoc 2025 note holder group,Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 10 of 3810ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 whose proposal was not accepted by Intrum, started litigation2 in Sweden seeking a declaratory judgment that amendments adding3 Intrum Texas as a guarantor were invalid. November 2024, the4 debtors started these Chapter 11 cases.5 As of the petition date, Intrum Texas is a guarantor6 under the revolver of the senior debt and the senior unsecured7 notes. As of the petition date, the principal balance is owed8 by Intrum under debt instruments were a little over a billion9 under the revolver, 95 million under the senior secured term10 loan, about 3.45 billion under the unsecured notes. That11 brings interim's total indebtedness to about 4.6 billion. And12 3.3 billion of that debt was scheduled to mature in 2025 and13 2026.14 The Court held combined hearings about the adequacy15 of the disclosure statement, plan confirmation, and the motion16 to dismiss on December 17th and December 19th. I'm going to17 start with the motion to dismiss.18 The ad hoc group seeks dismissal for three primary19 reasons. First, it argues the debtors are not suffering20 apparent financial distress, let alone immediate financial21 distress that would support the finding of good faith. The ad22 hoc group's focus on the financial distress requirement23 primarily comes from the 2023 Third Circuit decision in LTL24 Management, 64 F.4th 84 (3d Cir. 2023).25 In that case, the Third Circuit held that a debtorCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 11 of 3811ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 who does not suffer from apparent immediate financial distress2 cannot demonstrate its Chapter 11 petition serves a valid3 bankruptcy purpose supporting good faith. The ad hoc group4 relies also on a series of insolvency reports Intrum had5 prepared to comply with Swedish law. These reports show that6 Intrum could pay debts for the next 18 months, which means that7 the ad hoc 2025 notes could be paid in full.8 The ad hoc group also relies on Intrum public9 statements to the market that its proposed Chapter 11 case was10 not associated with insolvency or liquidation and that in11 October 2024, Intrum was saying that it was not currently12 experiencing any liquidity constraints or breach in any13 financial covenants under its current debt obligations.14 Second, the ad hoc group emphasizes that Intrum AB is15 domiciled in Sweden and has no operations, hard assets, or16 employees in the United States and that it created Intrum Texas17 before the filing for the purposes of depositing funds in a18 U.S. bank to quote, unquote, "manufacture U.S. venue and19 jurisdiction." That Intrum Texas itself has no hard assets,20 employees, or operations to reorganize.21 The ad hoc group believes this alone proves these22 Chapter 11 cases further no valid bankruptcy purpose and should23 be dismissed.24 Third, international comedy considerations may25 warrant favor of dismissal according to the 2025 ad hoc group.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 12 of 3812ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 For this argument, the ad hoc group focuses on cases like In2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which3 was actually decided in this very courtroom, where a bankruptcy4 judge in this district considered concepts of international5 comedy in determining that cause existed for dismissal under6 Section 1112.7 The ad hoc group also claims that Intrum's plan could8 not be confirmed under Swedish law and that a condition9 precedent to the plan going effective is a Swedish court10 approving the Swedish reorganization plan on a final basis.11 The ad hoc group believes that this Court is being asked to12 provide an advisory opinion on a restructuring that must be13 approved in Sweden, which has no international agreement to14 honor any order of this Court.15 The debtors and its -- the debtors vigorously16 disagree, and the supporting lender groups who voted in favor17 of the plan also disagree that this case should be dismissed18 and believe that these cases were filed in good faith.19 Interpreting the Bankruptcy -- the Code, interpreting20 the Bankruptcy Code begins with analyzing the text, Whitlock v.21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it22 said, in matters of statutory interpretation, text is always23 the alpha.24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,25 pincite 183 (2004), quote, "The preeminent canon of statutoryCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 13 of 3813ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 interpretation requires the Court to presume that the2 legislature says in a statute what it means and means in a3 statute what it says there."4 Section 1112(b) requires a bankruptcy court to5 convert a Chapter 11 case to one under Chapter 7 or to dismiss6 the case, whichever is in the best interest of creditors and7 the estate for cause, unless the Court determines that8 appointment of a trustee or an examiner under 1104(a) is in the9 best interest of creditors and the estate. The Bankruptcy Code10 provides a non-exclusive list of about 16 examples that11 constitute cause in 1112(b)(4).12 Section 102 of the bankruptcy court confirms,13 however, that the word includes in 1112(b)(4) is not to be14 construed as limiting.15 Sio while the examples of cause in 1112(b) are non16exclusive, we do learn something from them. They all refer to17 post-petition acts, failures to act, or events that occur after18 an estate is created by the filing of a bankruptcy petition.19 Here are a few examples.20 Substantial loss to or diminution of the estate,21 gross mismanagement of the estate, failure to maintain22 insurance that poses a risk to the estate, unauthorized use of23 cash collateral, failure to comply with an order of the Court,24 unexcused failure to timely pay or timely -- excuse me,25 unexcused failure to satisfy timely any filing or reportingCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 14 of 3814ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 requirement established by Title 11 or any bankruptcy rule,2 failure to attend a 341 meeting of creditors, failure to pay3 taxes owed after the petition date.4 Prepetition bad acts, bad actors, or poor managers5 are expressly addressed in a different part of Section 11126 where the Court can order the appointment of a trustee with7 oversight over the estate, convert the case, or appoint an8 examiner to investigate prepetition acts that may have harmed9 the estate.10 All of this makes sense when considered as a whole11 because the Court can only dismiss a case for cause if it's in12 the best interest of the estate and creditors.13 Fifth Circuit also provides guidance. Little Creek,14 779 F.2d 1068, 1072, pincite 1073 (5th Cir. 1986) provides15 guidance. That decision says the term cause affords16 flexibility to bankruptcy courts to find that the debtors17 filing for relief was not in good faith18 This point was also reiterated in In re Humble Place19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also20 instructs that considering the good faith of a filing requires21 a, quote, "On the spot evaluation of the debtors financial22 condition, motives, and the local financial realities."23 Little Creek was a single asset real estate, so all24 the specific factors listed in that case don't exactly fit25 every fact pattern. But I don't think one should focus tooCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 15 of 3815ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 much on Little Creek as a single asset real estate case.2 The Fifth Circuit's guidance was to conduct an on3the-spot evaluation. Heeding that guidance, a court should4 rule based upon all the circumstances before it and determine5 whether a debtor filed to pursue a valid bankruptcy purpose. I6 use bankruptcy purpose and not reorganization purpose7 intentionally because not every Chapter 11 debtor8 rehabilitates. Many liquidate. Chapter 11 expressly permits a9 debtor to file a liquidating plan.10 The Fifth Circuit in Little Creek noted that every11 bankruptcy statute since 1898 has incorporated or by judicial12 interpretation, a standard of good faith for the commencement,13 prosecution, and confirmation of bankruptcy proceedings.14 And historically, that's true. For example, before15 the enactment of the Bankruptcy Code, Section 141 of the16 Bankruptcy Act required a judge to enter an order approving a17 petition if the judge was satisfied the case was filed in good18 faith or to dismiss the case if not so satisfied. Thus, early19 approval by a judge was needed to even administer in a state.20 A judge didn't even have to hold a hearing. Section 146 of the21 act provided a non-limiting list of examples of what were22 deemed not good faith filings.\23 For example, that it was unreasonable to expect that24 a plan of reorganization could be affected was deemed a not25 good faith filing.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 16 of 3816ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Section 1112 of the Bankruptcy Code changed the2 timing in how the challenge to a lack of good faith filing can3 be raised. It's no longer an initial judicial assessment in4 order to administer the estate. A Chapter 11 petition filing5 is all Congress says it takes to create and enjoy the6 protection of the automatic stay.7 And because an estate is created, the Bankruptcy Code8 says a judge can only dismiss for cause upon consideration of9 the estate and creditors. There are steps and findings10 required before dismissal.11 Bankruptcy judges, however, continue to play an12 important role. Bankruptcy courts retained authority to13 dismiss cases under Section 1112. Does the fact that Section14 1112(b)(4)'s examples of cause are all post-petition mean that15 a court should not consider prepetition acts in a cause16 analysis at all? Of course not. Right? The opposite is true.17 The Fifth Circuit recognized that the good faith18 standards prevent abuse by debtors, quote, "whose overriding19 motive is to delay creditors without benefiting them in any way20 or to achieve reprehensible purposes," end quote. And21 determine that a lack of good faith constitutes cause under22 Section 1112(b). That's the pincites around 1071.23 Little Creek also says a good faith standard protects24 the jurisdictional integrity of the bankruptcy courts by25 rendering their powerful equitable weapons available only toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 17 of 3817ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 those debtors and creditors with, quote, "clean hands."2 So any analysis of good faith requires an on-the-spot3 analysis to consider the reasons for filing and the actions4 taken in the case. For example, a company that files a Chapter5 11 only to avoid paying creditors and has no prospects of6 proposing a viable Chapter 11 plan is a prime candidate for7 potential dismissal. Prepetition acts must be considered along8 with post-petition acts. Again, the focus is on the interest9 of the estate and creditors.10 And an on-the-spot analysis also allows a potentially11 unpopular debtor in the marketplace who, for example, may have12 had to close many of its locations a chance to prove its13 motives are right to right-size a business or maximize value14 for its creditors.15 I should also note that the U.S. Supreme Court has16 said that, quote, "Preserving going concerns and maximizing17 property available to satisfy creditors are valid bankruptcy18 purposes." That's the famous 203 North LaSalle decision, 52619 U.S. 434 pincite 453 (1999). And I agree with other courts20 that a good faith debtor who tries to preserve or create some21 value using the tools of bankruptcy is a good faith debtor.22 And it's not bad faith to use the tools of bankruptcy23 afforded by Congress in bankruptcy.24 The ad hoc group wants the Court to dismiss the case25 because there's no financial distress. And in LTL, the ThirdCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 18 of 3818ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Circuit dismissed the first Chapter 11 case of LTL Management,2 LLC. The Third Circuit, relying on prior Third Circuit cases,3 said the theme is clear. Absent financial distress, there's no4 reason for Chapter 11 and no valid bankruptcy purpose.5 As stated earlier, the ad hoc group relies on the6 solvency analysis Intrum had prepared to show that it could pay7 its debts for 18 months. That means it could have paid off the8 2025 notes in full and theoretically remained solvent.9 The ad hoc group also points to contemporaneous10 statements made by Intrum that it was insolvent. These facts,11 while all true, don't justify dismissing these cases.12 A few points here. First is that insolvency is not a13 requirement to be a debtor under the Bankruptcy Code. LTL and14 many cases around the country note that. But here's some15 additional textual and historical analysis to confirm it.16 Before the enactment of the Bankruptcy Code, an17 essential part of what was every Chapter X or Chapter 1018 petition, which was the reorganization for corporate entities,19 there was a Chapter 11 as well, but I'm going to focus on20 Chapter 10 here, was that the corporation was, quote,21 "insolvent or unable to pay its debts as they mature."22 Section 130 of the act required every Chapter X23 petition to state that. The corporation was insolvent or24 unable to pay its debts as they mature.25 Section 1, Subsection 19 of the act definedCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 19 of 3819ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 insolvency. A person was deemed insolvent within the2 provisions of the title whenever the aggregate of property3 shall not, at a fair valuation, be sufficient in an amount to4 pay debts. The insolvency or unable to pay debts in the5 ordinary course requirement was not included in the enactment6 of the Bankruptcy Code. The current bankruptcy petition asks7 no such questions anymore.8 There's no language requiring insolvency in Section9 109 of the Bankruptcy Code. I would also note that even the10 most recent edition of Subchapter 5 didn't require insolvency.11 It instead requires debtors to be engaged in commercial or12 business activities.13 Second, the express financial distress standard in14 LTL is not binding on this Court, but I think it could be a15 factor as part of the Little Creek on-the-spot evaluation. And16 I do consider the solvency analysis, the company's statements,17 that it could have paid the 2025 notes on time.18 But I also consider the CEO's statements about the19 financial condition Intrum was in after the downgrades. The20 company believed it needed to restructure all of its debts to21 meet all of its long-term obligations. With cash on hand, it22 could likely satisfy an early 2025 maturity that held by the ad23 hoc group, but that without any significant market access, it24 was not going to meet all of its maturities in 2026 and after.25 The company wanted to amend and extend its capitalCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 20 of 3820ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 structure, but with single -- but excuse me. With debt rate at2 single C, debt trading at meaningful discounts, and equity3 having come down 80 percent, Rubio said the company effectively4 had no market access. That's the company's motive, and filing5 was not to harm the 2025 note holders or some other bad faith6 motive.7 I also note that a company doesn't need to become8 insolvent or enter the zone of insolvency by paying off some9 debt after considering the effect of what that would mean.10 Would it be better for a company to wait to the last minute,11 even ensure more financial problems before engaging with12 lenders, wait till the last minute and not pay, and then file,13 or wait until debt is accelerated and then file Chapter 11, and14 then have to worry about contested use of cash collateral or15 financing for its case?16 If the runway of financial trouble is clear, then17 it's not bad faith or cause to dismiss these cases. The CEO's18 testimony was credible that while the company may have been19 solvent, paying the 2025 notes would not have solved its other20 problems in 2026 and beyond. It was already struggling to gain21 access to the credit markets.22 One also cannot look that there were billions coming23 due in 2026. The 2026 maturity was significant. It was over24 $2 billion.25 The company had every right to consider its long-termCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 21 of 3821ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 viability and employees, right, and we're not talking about,2 you know, debt that's coming online in, you know, five to ten3 years. We're talking 2026. Financial distress isn't an4 absolute gatekeeper.5 Even still, LTL is different than this case. The LTL6 court found in its filing, LTL didn't have any likely need in7 the present or the near term or even in the long term to8 exhaust its funding rights to pay claimants. The Third Circuit9 also said it would be unwise to attempt a tidy definition of10 financial distress justifying in all cases.11 Let's not over -- also overlook that these cases have12 massive creditor support. All right. Over 2 billion of13 noteholder claims voted to accept the plan. Coupled with the14 RCF claims, that's over 3 -- about 3.5 billion voting to15 accept. That's not even getting to the Court to consider the16 likelihood of a plan being confirmed before dismissal if it's17 in the best interest of the estate and creditors.18 Remember, the focus of Section 1112 is on the estate19 and creditors. In these cases, I do find there was current20 financial distress in the market and further distress, and it21 was foreseeable on the horizon.22 The company faced choosing an uptier and potentially23 upsetting most debt holders or seek a restructuring that amends24 and extends all its maturities by several years, which I find25 is another important point. They didn't try to stretch anyoneCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 22 of 3822ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 out 10 to 15 years unnecessarily, for example. The debtors2 have also acted in good faith in their requirements as Chapter3 11 debtors during these cases and have not sought delay in4 these cases.5 The debtors have not acted throughout these cases6 with any improper motives based upon the record before me as it7 relates to the company trying to reorganize in Chapter 11 or to8 restructure for bad faith reasons. There were valid bankruptcy9 purposes in filing these cases.10 The next argument is that Intrum should not be a U.S.11 Chapter 11 debtor. The ad hoc group points to these facts.12 Intrum may be as a Swedish company with no hard assets or13 employees in the United States. Intrum Texas was formed14 shortly before the case was filed as a limited liability15 company. Intrum Texas guaranteed the Intrum debt before the16 filing. Intrum Texas had an office that no one had gone to and17 no employees. Intrum Texas deposited about $50,000 into a18 Texas account to help bolster jurisdiction.19 The ad hoc group also argues that no immediate20 financial distress coupled with little to no U.S. ties makes21 this case different than other cases where foreign entities22 have started bankruptcy cases with an intent to file a foreign23 case later.24 Again, I'll start with the text of the Code. Section25 109 (a) of the Bankruptcy Code says who may be a Chapter 11Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 23 of 3823ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 debtor. It says a person who resides or has a domicile or2 place of business or property in the United States may be a3 debtor.4 The term person is defined to include corporate5 entities like Intrum Texas, which no one can test as a validly6 formed Texas entity. As a Texas entity, its domicile is Texas.7 And as a result, it can file anywhere in the state.8 Bankruptcy courts across the state are in uniformity on this9 point. So Intrum Texas had the right to seek Chapter 11 relief10 in the United States and in this district.11 It also owns a bank account worth about $50,000. The12 office is really more like a place to receive mail and serve13 documents. Intrum Texas, on the petition date, is also a14 guarantee on billions of debt.15 Intrum AB also owns cash in a Texas bank account, has16 retainers that were not fully expired before the petition date17 with Texas Council, and its subsidiaries have about $1.818 million in accounts receivable that flow to it from19 subsidiaries in the United States. Some of the debt is also20 governed by U.S. law, which some courts have said meets their21 property requirements for 109 purposes.22 As each entity on its own satisfies Section 109 for23 bankruptcy purposes, and Intrum Texas allows them to file in24 this district.25 These cases resemble another case recently filed inCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 24 of 3824ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 this district where a Swedish company seeks to reorganize under2 U.S. law and then start a case under Swedish restructuring law.3 Outside of this district, these are also similar cases to ones4 like SAS, Philippine Airlines, and Arcapita Bank, to name a5 few.6 I also stress and disagree with the ad hoc group 20257 note holders based on the on-the-spot analysis and8 consideration of the debtors' motives. I do find that there9 was current financial distress and current need to file for10 Chapter 11 bankruptcy.11 There's nothing wrong with reaching agreement with a12 majority of its lenders. And I do find that the board13 carefully considered two proposals, and I see nothing in the14 record before me that shows a proposal that satisfied all of15 its long-term debts and mitigated litigation risk.16 Now, based on the record before me, there's no bad17 motive for trying to save a company through restructuring in18 late 2024, going into 2025, and dealing with looming maturities19 to try to avoid. And nothing here was intended, based upon the20 record before me, to defraud or to intentionally design to harm21 a particular creditor group. This was a good-faith filing.22 If Intrum had filed a loan with no support, no real23 reason to be here, then I think you look at the case24 differently. But that's not the case that we have here. It's25 hard to imagine a prepacked case with billions of dollars ofCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 25 of 3825ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 secured and unsecured debt saying we support your decision to2 file and where you will file and the timing of the filing and3 agree to provide funding, and everyone will be treated equally4 on account of their claims, and general unsecured creditors5 will be paid in full and have that constitute cause as a bad6faith filing.7 Venue in this district is not at issue. It is being8 in the U.S. The debtors filing their Chapter 11 plan,9 supported by about 3.6 billion of about a little over 4 billion10 of debt holders, all of which want to be in the United States.11 It's a valid bankruptcy purpose for this case.12 Finally, arguments about comedy are rejected for the13 reasons I stated earlier, based on the on-the-spot analysis.14 Intrum's going to have to start a Swedish proceeding, and a15 Swedish court will exercise its judgment on any important16 matters before it.17 The ad hoc group cited to Yukos. This case is not18 like Yukos. Yukos' main asset was oil and gas that was19 actually still in Russia. Now, Yukos -- like in the ground.20 Yukos had disputes with the Russian Federation, filed a Chapter21 11 petition asking the bankruptcy court to halt the Russian22 government's tax collection actions and to obtain loans23 superior to the Russian government's claims. Yukos also wanted24 to serve Russian creditors by email and to compel the Russian25 government to submit to international arbitration. All of thatCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 26 of 3826ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 raised obvious questions about a bankruptcy court's2 jurisdiction to force participation of the Russian government,3 and there were natural international comedy considerations.4 But comedy is a consideration, though. One cannot5 overlook that Intrum is a Swedish company. Just like the Court6 found in Avianca, I don't think it's warranted here to have7 Intrum, you know, pause these proceedings and have Intrum start8 a Swedish proceeding before seeking release here or suspending9 these cases, especially on the record before this Court and the10 positions taken by the overwhelming creditor's support.11 I do note it is a conditioned proceeding of the12 effective date of this chapter -- of a Chapter 11 plan here for13 the Swedish reorganization plan to be confirmed. That's not14 uncommon in these kind of cases. A Swedish court will make its15 own determinations in the future. I have nothing to say about16 that.17 The effect of any confirmation order that I would18 enter is limited to its words and will have the effect of law19 that it has.20 So let me turn now to disclosure statement and plain21 confirmation issues.22 No party really disputed the disclosure statement,23 but I think the Court still has an independent duty to24 determine that the disclosure statement satisfies the25 applicable requirements of the Bankruptcy Code. I'm going toCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 27 of 3827ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 note that the disclosure statement and the related exhibits2 contain sufficient information of the kind necessary to satisfy3 the disclosure statement requirements. It contains adequate4 information as such term as defined in Section 1125 of the5 Code.6 I'm going to find that the filing of the disclosure7 statement satisfied Bankruptcy Rule 3016 and the injunction8 released in the exculpation provisions in the plan and in the9 disclosure statement were described in bold font with specific10 and conspicuous language. In all, acts to be enjoined and11 identity of entities that would be subject to an injunction by12 this Court were in bold font and with conspicuous language, so13 Bankruptcy Rule 3016(c) was satisfying.14 I know the U.S.T. objects to language in one ballot15 that could be read to bind someone who opted out of the16 releases. To avoid any such confusion, the confirmation order17 will need to state that any party who opted out of the third18party releases in the plan is not bound by such releases.19 The ad hoc group of 2025 note holders objected to20 plan confirmation. They argued that the plan doesn't comply21 with 1129(a)(1) and (a)(2) because the plan was not proposed in22 good faith, provides for the payment of original issued23 discount disallowed under Section 502(b), and impairs parties'24 due process rights by enjoining challenges to the anticipated25 Swedish restructuring.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 28 of 3828ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Note that Section -- Bankruptcy Code does require2 that the plan be filed in good faith and not by any means3 forbidden by law. Fifth Circuit has held that good faith4 should be evaluated in light of the totality of the5 circumstances surrounding establishment of the plan,6 mindfulness of the purposes underlying the Code, and that7 generally where a plan is proposed with a legitimate and honest8 purpose to reorganize and has a reasonable hope of success, the9 good faith requirement is satisfied. That's the famous Village10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.11 2013).12 The good faith analysis here is about filing the13 plan, which is different than the 1112(b) good faith analysis,14 but you can see that the considerations, kind of the on-the15spot evaluation, looking at all the circumstances that surround16 either the filing of the case under 1112(b) and the17 consideration of how the plan was filed, the considerations18 that went into filing, the Fifth Circuit is consistent in how19 it considers analyses for good faith and gives bankruptcy20 courts and instructs bankruptcy courts to kind of consider21 everything in light of a case.22 The plan addressed Intrum's financial issues, which23 were significant. Let's be honest about it. The debtors had24 about 4.6 billion of funded debt obligations as of the petition25 date. Again, over $3 billion was set to mature over the courseCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 29 of 3829ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 of 2025 and 2026.2 The plan maximizes the value for all stakeholders3 through a deleveraging of the balance sheet and a4 reorganization of their capital structure, allows debtors to5 pay their debts when they become due, and is a step towards6 renewed access to the capital markets.7 And again, all note holders are being treated under8 the plan on a pari passu basis. So based upon the entire9 record before the Court, there's little doubt that this plan10 was proposed in good faith for an honest purpose to reorganize11 and has reasonable hope of success.12 The original issue discount objection is not really a13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide14 respectively that a plan and the plan proponent must comply15 with the applicable provisions of the Code and applicable law.16 Section 502(b)(2) of the Code governs allowances of claims and17 interests.18 And I need to determine whether certain amounts of19 the notes claims are allegedly arising from OID should be20 disallowed or allowed today. That's because no holder of notes21 is receiving more than the allow amount of its claim. All22 holders of its allowable claim, I should say. That's because23 no holder of notes is receiving more than its allowable claim.24 They're receiving about 90 percent of the value of their25 claims.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 30 of 3830ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 The ad hoc group objects to OID, but interestingly,2 not to the agreed inclusion of the post-petition interest.3 That's part of the allowed claim that benefits that group.4 But the real reason is that all of it works -- is5 because this plan approves a global settlement. It's really6 just about getting to the number, and that number is below the7 full value of the potential debt claims. The ad hoc group8 objects, but it's benefiting from the economics of the9 settlement. It will receive interest on its notes, and it's10 got one of the higher interest rates.11 So based upon the record, this is really undisputed,12 the settlement was necessary to implement the debtors'13 restructuring and to maximize the value for all stakeholders.14 Bankruptcy Rule 9019(b) provides for the Court authorization of15 the settlement, and the settlement can be, and the Bankruptcy16 Code allows settlements to be part of the plan.17 There's also no violation of Section 1123(a)(4).18 That requires a plan to provide the same treatment for each19 claim or interest of a particular class unless the holder of a20 particular claim agrees to less favorable treatment.21 Now, the equality addressed by 1123(a)(4) extends22 only to the treatment of the members of the same class of23 claims, not to the plan's overall treatment of the creditors24 holding those claims. Creditors shouldn't confuse similar25 treatment of claims with equal treatment of claims.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 31 of 3831ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Parties can receive the same distribution in a class,2 but then a subset of those creditors can receive other forms of3 compensation for matters unrelated to their plan, assuming4 there's a justification for it, right? Or there may be5 differences in the debt instruments within the proper class of6 claimants, like you have here, different issuances of notes.7 So allowances of what can be considered OID and the8 payment of certain fees to supporting creditors doesn't violate9 the equal treatment principle set forth in 1123(a)(4). That10 one set of note holders has different contractual entitlements11 to another so it doesn't render a plan unconfirmable.12 To the extent that there is OID, it's also allowable13 under the plan as part of the global settlement, right? The14 lockup agreement is also assumed, so the consent fees, which15 were offered and available to the ad hoc group prepetition, you16 know, can be approved and paid on those terms, right? These17 fees are not being paid on account of the claim. There's other18 consideration going on there.19 I would say that it appeared to the Court that20 certain -- at least the ad hoc group believed that they may be21 entitled to some OID. And I think if they think they should,22 then -- and I think I can review note agreement language and23 determine if they're entitled to it, but I don't think that's a24 bar to plan confirmation, right? Under the plan, again, all25 notes claims are subject to the same treatment and anyCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 32 of 3832ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 disparity of payment is based on the debt term documents. It's2 not caused by the plan.3 Finally, the injunction provisions, I think, are4 customary and appropriate. I don't think they preclude parties5 from raising issues of Swedish law. The confirmation does6 contain a number of findings and provisions authorizing the7 debtors to implement the plan.8 I think the injunction really just reiterates kind of9 keeping everything in place until the effective date of the10 plan, and again, that's really largely dependent upon factors11 that are outside of this Court. But nothing in the plan12 prevents the ad hoc group or others from, I think they have13 rights under Swedish law.14 Let me finally turn to the Office of the United15 States Trustee's objection on releases. It's kind of a common16 objection now here in the Office of the United States Trustee17 for around the country.18 Based upon the Supreme Court's recent decision in the19 Purdue Pharma case that resolved a circuit split about non20consensual third-party releases in Chapter 11 plans, the21 Supreme Court held that the Bankruptcy Code didn't authorize a22 release, an injunction that is part of a plan of reorganization23 under Chapter 11 effectively sought to discharge claims against24 a non-debtor without the consent of affected claimants. The25 Office of the United States Trustee is a party that hasCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 33 of 3833ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 statutory rights to appear and be heard on any matter.2 In this case, they can continue to raise this3 objection. I've got no issues with it. I think we have, quite4 frankly, some of the best United States Trustees in the United5 States. They're some of the hardest-working ones, too. A lot6 of cases get filed in this district, which requires that the7 Office of the United States Trustee works late. They work on8 weekends. And they have every right to fulfill what they9 believe is their duty to continue to raise these objections.10 I'm just going to disagree with them on this one.11 And to note, and I reiterate, and I've said this in the Diamond12 Sports confirmation hearing, and I also ruled in Robertshaw,13 that, you know, Purdue decision was about non-consensual third14party releases. Justice Gorsuch also clarified that nothing15 should cast doubt on consensual ones, and nothing is construed16 to question consensual third-party releases there. And I read17 those words literally.18 The Supreme Court, I'm not here to expand or narrow19 the scope of the Supreme Court's holding. And I do find that20 the consensual releases in the plan satisfy applicable law and21 the procedure for complex cases in the Southern District of22 Texas. Parties were provided detailed notice about the plan,23 the deadline to object to the plan confirmation, the voting24 deadline, the opportunity to opt out of the releases. They25 were made in conspicuous language.Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 34 of 3834ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 The disclosure statement included a detailed2 description about the third-party releases, which were3 consensual, and the opt-out. The ballots allowed parties to4 carefully review those terms. Intrum also caused the third5party release language to be published.6 So based upon the record, the release is specific7 enough to put releasing parties about notice about the types of8 claims released and that the opt-out worked. There's no9 evidence in the record of coercion or confusion by parties. I10 also think that their consensual third-party releases were11 narrowly tailored to this case. They really related to, among12 other things, the debtors in their Chapter 11 cases, their13 estates.14 And there's a carve-out for actual fraud, willful15 misconduct, or gross negligence. So you know, any bad acts are16 not being released here.17 And I do know, and I think it's an important one, one18 that you don't often see, and you see it because it's a19 prepack. General unsecured creditors are paid in full, and20 they're not subject to the consensual third-party releases21 here. So concerns about the opt-out and potential unfisticated22 parties receiving it, really not an issue here.23 The ad hoc group of 2025 note-holders is led by some24 of the best lawyers in America. They have the opportunity to25 opt-out, and based upon the voting record, it appears they didCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 35 of 3835ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 just that.2 I would also note that there's unrefuted evidence3 that the third-party release was an integral part of the plan4 and a condition of the settlement set forth in the plan, and5 they were a core consideration, right, among the parties to6 their agreements and the lock-up and instrumental in the7 development of that.8 And they were instrumental in facilitating and9 gaining support for the plan. and the Chapter 11 cases. I'd10 note that the plan satisfies every other applicable code11 section under 1123 and 1129 and every other applicable plan12 confirmation-related section of the Code.13 I'd also note that the debtors, the professionals14 that have appeared before me, the actions of the board based15 upon the record before me, and every party who has appeared16 before me, and I also include the ad hoc group of 2025 note17holders, there was the unsecured creditors and the note-holder18 groups who supported the plan as well. I'm thinking about and19 looking out and seeing a couple of them here today. Everybody20 acted in good faith throughout the case, and they're entitled21 to those findings from me.22 I also find that based upon the record before me that23 the parties involved in the solicitation of the plan are24 entitled to the protections under Section 1125(e) of the25 Bankruptcy Code. So I'm going to affirm and confirm theCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 36 of 3836ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 Chapter 11 plan of Intrum. I'm going to overrule and deny the2 motion to dismiss. I'm going to overrule all the plan3 confirmation objections.4 I'm just going to -- to the proposed confirmation5 order that was on file, I'm going to add a sentence. I did it6 in Robertshaw, too, that kind of added, kind of for the reasons7 as well stated today on the record, and then also kind of the8 language that I know that the Office of the United States9 Trustee was looking for. It's a sentence that we added in the10 Robertshaw confirmation order that just confirms that11 notwithstanding anything to the contrary, anybody who opted out12 is not bound by any such releases.13 And I'll get that on file and on the docket shortly.14 I'll get in orders on file.15 I know it's December 31st and different times16 everywhere else. I wish everyone a happy New Year, and I thank17 everyone for the excellence that was just throughout the entire18 process.19 I know I tell parties I try to get them something by20 the -- before then, but I really wanted to take the weekend to21 really kind of help crystallize and articulate some of the22 analysis, and I wanted to go back and do some additional23 studying and read cases and not rush it.24 It's an important case to many people for different25 reasons, and I wanted to make sure that -- I, you know, if ICase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 37 of 3837ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)1 wanted to take the time to read and think more, that I took2 every liberty to do so, and I'm comfortable with the Court's3 decision. So I thank everyone. Have a good day.4 We're adjourned.5 (Proceedings concluded at 11:56 a.m.)6 * * * * *789101112131415 C E R T I F I C A T I O N1617 I, Heidi Jolliff, court-approved transcriber, hereby18 certify that the foregoing is a correct transcript from the19 official electronic sound recording of the proceedings in the20 above-entitled matter.212223 ____________________________24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 202525 ACCESS TRANSCRIPTS, LLCCase 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 38 of 38