Audio of the first hearing on the bankruptcy court record held on November 22, 2022 (following a chambers conference) in the FTX/Alameda et al. bankruptcy proceedings pending before the U.S. Bankruptcy Court for the District of Delaware under chapter 11 case number 22-11068.

If the content is of interest to you, please consider supporting my efforts to make it available, and the work of my fellow Podcasting 2.0 Value 4 Value podcasters with a BOOST.

Audio of the hearing on the bankruptcy court record held on December 14, 2022 in the FTX/Alameda et al. bankruptcy proceedings pending before the U.S. Bankruptcy Court for the District of Delaware under chapter 11 case number 22-11068.

If the content is of interest to you, please consider supporting my efforts to make it available, and the work of my fellow Podcasting 2.0 Value 4 Value podcasters with a BOOST.

If having this audio recording available at the push of a button is of value to you please consider supporting my work with a BOOST or other donation.

MATTER GOING FORWARD

(DIP motion) Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Senior Secured Superpriority Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Providing Adequate Protection to Prepetition Secured Parties, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Docket No. 463; 1/8/24]

For information about the chapter 11 bankruptcy proceedings see https://dm.epiq11.com/case/terraform/info

BBC article: Cryptocurrency firm Terraform Labs files for bankruptcy in US

22nd January 2024, 09:51 EST

https://www.bbc.com/news/technology-68055557

FTX/Alameda US bankruptcy court hearing January 31, 2024, #crypto #cryptocurrency #cryptonews #sbf

This is an exceptionally interesting bankruptcy court hearing in the complex international bankruptcy proceedings of FTX/Alameda.

It opens with the bankruptcy court's bench ruling with respect to certain issues concerning the estimation of the IRS claim against FTX/Alameda.

Does anyone knows... if the IRS wins that it has a multi billion dollar claim then couldn't that lead to the arguably statutorily mandated and arguably optimal result in the chapter 11 cases? In other words could an IRS win lead to return to customers of their stakes, then the rest of the cash, crypto etc. goes to the government/taxpayers, and what is left over would go to creditors with lower priority.

Possibly, optimally, the chapter 11 cases could be wrapped up from there without a lot of litigation hanging out on the back end like clawback litigation. But the various litigants and counsel representing them would know better what suits their interests and concerns etc.

If having this audio recording available at the push of a button is of value to you please consider supporting my work with a BOOST or other donation.

Issue before the US Supreme Court on appeal:

Whether the Colorado Supreme Court erred in ordering former President Donald Trump excluded from the 2024 presidential primary ballot.

For links to the articles below, see the SCOTUSblog at https://www.scotusblog.com/case-files/cases/trump-v-anderson/:

SCOTUSblog Coverage

A packed courtroom for the Trump ballot case (Mark Walsh, February 8, 2024)

Supreme Court appears unlikely to kick Trump off Colorado ballot (Amy Howe, February 8, 2024)

Eric Olson on disqualifying Trump from the presidency (Nate Mowry, February 7, 2024)

Supreme Court to decide whether insurrection provision keeps Trump off ballot (Amy Howe, February 2, 2024)

Supreme Court agrees to hear Trump plea to remain on Colorado ballot (Amy Howe, January 5, 2024)

Trump asks Supreme Court to keep him on 2024 Colorado ballot (Amy Howe, January 3, 2024)

Hearing agenda, per:

UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: WEWORK INC., et al., Debtors.1 Chapter 11 Case No. 23-19865 (JKS) (Jointly Administered) NOTICE OF AGENDA OF MATTERS SCHEDULED TO BE HEARD ON FEBRUARY 5, 2024, AT 10:00 A.M. (ET) To: All Parties Receiving Electronic Notification of Filing via the Court’s CM/ECF System 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/WeWork. The location of Debtor WeWork Inc.’s principal place of business is 12 East 49th Street, 3rd Floor, New York, NY 10017, and the Debtors’ service address in these chapter 11 cases is WeWork Inc. c/o Epiq Corporate Restructuring, LLC 10300 SW Allen Blvd. Beaverton, OR 97005.

Case 23-19865-JKS Doc 1289 Filed 02/03/24 Entered 02/03/24 13:36:22 Desc Main Document Page 1 of 3 2 46964033

PLEASE TAKE NOTICE that the following matters are currently scheduled to be heard on February 5, 2024, at 10:00 a.m. (prevailing Eastern Time) before the Honorable Judge John K. Sherwood: I.

MATTERS GOING FORWARD 1. Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 20] Related Documents: A. Interim Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 105] B. United States Trustee’s Limited Objection to Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 1182] C. Notice of Filing of Revised Proposed Final Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 1210] D. Debtors’ Reply in Support of Entry of a Final Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 1244]

Case 23-19865-JKS Doc 1289 Filed 02/03/24 Entered 02/03/24 13:36:22 Desc Main Document Page 2 of 3 3 46964033

E. Second Interim Order (I) Authorizing the Debtors to (A) Continue Using the Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C) Maintain Existing Debtor Bank Accounts, Business Forms, and Books and Records; (II) Authorizing the Debtors to Continue to Perform Intercompany Transactions; (III) Waiving Certain U.S. Trustee Requirements; and (IV) Granting Related Relief [Docket No. 1248] Status: A hearing on this matter is going forward.

II. MATTERS GOING FORWARD ON A PRELIMINARY BASIS 2. Motion of T-C 501 Boylston Street LLC and T-C 33 Arch Street LLC for Entry of an Order (i) Compelling the Debtors’ Payment of Postpetition Rent and Related Charles, and (ii) Requiring Adequate Protection of the Landlords’ Interests [Docket No. 1213] 3. Motion of Multiple Landlords to Compel Payment of Post-Petition Lease Obligations, Request for Adequate Protection and for Other Appropriate Relief [Docket No. 1216] 4. Joinder of the Building at 575 Fifth Office Owner LLC to Landlord Motions to Compel Payment of Post-Petition Rent and Related Charges Pursuant to 11 U.S.C. § 365(d)(3) [Docket No. 1279] Status: A hearing on these matters is going forward on a preliminary basis with approval of the Court.

Dated: February 3, 2024

For filings in the Yellow Corp chapter 11 bankruptcy proceedings, see https://dm.epiq11.com/case/yellowcorporation/dockets

starting with an update on distributions on claims

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oral argument in adversary proceedings 23 50379 & 23 50380

adversary proceedings brought in connection with the FTX/Alameda chapter 11 proceedings in the District of Delaware styled Alameda Research Ltd v Rocket Internet Capital Partners II SCS et al.

hearing concerning request for bankruptcy court approval of the proposed BlockFi settlement with FTX/Alameda

If having this audio recording available at the push of a button is of value to you please consider supporting my work with a BOOST or other donation.

Posting the official audio recording of the US Supreme Court oral argument in Trump v. United States on presidential immunity. The argument was held yesterday, April 25, 2024 and is quite interesting. Commentators observe that, regardless of the outcome of the argument, the willingness of the Supreme Court to hear the case slowed down court cases against former President Trump, such that they will likely not proceed far by the upcoming November 2024 election. Stay tuned, as the cases unfold. The recent reversal of the conviction of Harvey Weinstein in New York shows that outcomes can and sometimes do change on appeal, though reversal on appeal is thought by some to be unlikely.

The court posted this recording to its docket a few days after posting the recording starting at 11:27 am the same day.

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1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

In re:

INTRUM AB, et al.,1

Debtors.

Chapter 11

Case No. 24-90575 (CML)

(Jointly Administered)

NOTICE OF APPEAL

Pursuant 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 Texas

from (i) the Order Denying Motion of the Ad Hoc Committee of Holders 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) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) the

Order (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11

Plan 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 a

copy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of the

Bankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and Confirmation

Order (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 6

2

I. APPELLANT

A. Name of Appellant:

The members of the AHC include:

Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; Caius

Capital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; Fir

Tree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolio

of LMA SPC; Star V Partners LLC; and TQ Master Fund LP.

Attorneys for the AHC:

QUINN EMANUEL URQUHART & SULLIVAN, LLP

Christopher D. Porter (SBN 24070437)

Joanna D. Caytas (SBN 24127230)

Melanie A. Guzman (SBN 24117175)

Cameron M. Kelly (SBN 24120936)

700 Louisiana Street, Suite 3900

Houston, TX 77002

Telephone: (713) 221-7000

Facsimile: (713) 221-7100

Email: chrisporter@quinnemanuel.com

joannacaytas@quinnemanuel.com

melanieguzman@quinnemanuel.com

cameronkelly@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 Avenue

New York, New York 10016

Telephone: (212) 849-7000

Facsimile: (212) 849-7100

Email: benjaminfinestone@quinnemanuel.com

sascharand@quinnemanuel.com

katescherling@quinnemanuel.com

B. Positions of appellant in the adversary proceeding or bankruptcy case that is

the subject of this appeal:

Creditors

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 6

3

II. THE SUBJECT OF THIS APPEAL

A. Judgment, order, or decree appealed from:

The Order Denying Motion of the Ad Hoc Committee of Holders 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) (ECF No. 262); the Order (I) Approving Disclosure Statement

and (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 Oral

Ruling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECF

No. 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 the

Confirmation Order on December 31, 2024.

III. OTHER PARTIES TO THIS APPEAL

Intrum AB and Intrum AB of Texas LLC

MILBANK LLP

Dennis F. Dunne (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

55 Hudson Yards

New York, NY 10001

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Email: ddunne@milbank.com

jfedell@milbank.com

–and–

Andrew M. Leblanc (admitted pro hac vice)

Melanie Westover Yanez (admitted pro hac vice)

1850 K Street, NW, Suite 1100

Washington, DC 20006

Telephone: (202) 835-7500

Facsimile: (202) 263-7586

Email: aleblanc@milbank.com

mwyanez@milbank.com

–and–

PORTER HEDGES LLP

John F. Higgins (SBN 09597500)

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 6

4

Eric D. Wade (SBN 00794802)

M. Shane Johnson (SBN 24083263)

1000 Main Street, 36th Floor

Houston TX 77002

Telephone: (713) 226-6000

Facsimile: (713) 226-6248

Email: jhiggins@porterhedges.com

ewade@porterhedges.com

sjohnson@porterhedges.com

IV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEAL

The following chart lists certain parties that are not parties to this appeal, but that may have

an interest in the outcome of the case. These parties should be served with notice of this appeal

by 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 6

5

Respectfully submitted this 13th day of January, 2025.

QUINN EMANUEL URQUHART &

SULLIVAN, LLP

/s/ Christopher D. Porter

Christopher D. Porter (SBN 24070437)

Joanna D. Caytas (SBN 24127230)

Melanie A. Guzman (SBN 24117175)

Cameron M. Kelly (SBN 24120936)

700 Louisiana Street, Suite 3900

Houston, TX 77002

Telephone: (713) 221-7000

Facsimile: (713) 221-7100

Email: chrisporter@quinnemanuel.com

joannacaytas@quinnemanuel.com

melanieguzman@quinnemanuel.com

cameronkelly@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 Avenue

New York, New York 10016

Telephone: (212) 849-7000

Facsimile: (212) 849-7100

Email: benjaminfinestone@quinnemanuel.com

sascharand@quinnemanuel.com

katescherling@quinnemanuel.com

COUNSEL FOR THE AD HOC COMMITTEE OF

INTRUM AB 2025 NOTEHOLDERS

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6

CERTIFICATE OF SERVICE

I, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy of

the foregoing document has been served via the Electronic Case Filing System for the United

States Bankruptcy Court for the Southern District of Texas.

/s/ Christopher D. Porter

By: Christopher D. Porter

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6

EXHIBIT A

Case 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 3

1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB, et al.,1 ) Case No. 24-90575 (CML)

))

Jointly Administered

Debtors. )

)

ORDER DENYING MOTION OF THE AD HOC

COMMITTEE OF HOLDERS 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)

(Related to Docket No. 27)

This matter, having come before the Court upon the Motion of the Ad Hoc Committee of

Holders 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 to

Dismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad Hoc

Committee of Holders 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) (the “Objection”) and

any other responses or objections to the Motion to Dismiss; and this Court having jurisdiction over

this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court having

found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found

that it may enter a final order consistent with Article III of the United States Constitution; and this

Court 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’ service

address in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.

United States Bankruptcy Court

Southern District of Texas

ENTERED

December 31, 2024

Nathan Ochsner, Clerk

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2

estates; and this Court having found that the Debtors’ notice of the Objection and opportunity for

a hearing on the Motion to Dismiss and Objection were appropriate and no other notice need be

provided; and this Court having reviewed the Motion to Dismiss and Objection and having

heard the statements in support of the relief requested therein at a hearing before this Court; and

this Court having determined that the legal and factual bases set forth in the Objection

establish just cause for the relief granted herein; and upon all of the proceedings had before

this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY

ORDERED 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 all

matters arising from or related to the implementation, interpretation, and enforcement of this Order.

DAeucegmubste 0r 23,1 2, 0210294

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EXHIBIT B

Case 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB et al.,1 ) Case No. 24-90575 (CML)

)

)

(Jointly Administered)

Debtors. )

)

ORDER (I) APPROVING

DISCLOSURE STATEMENT AND

(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11

PLAN OF INTRUM AB AND ITS AFFILIATED

DEBTOR (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 (as

amended and restated on August 15, 2024, and as further modified,

supplemented, or otherwise amended from time to time in accordance with its

terms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,

dated as of July 10, 2024, (as amended and restated on November 15, 2024 and

as further modified, supplemented, or otherwise amended from time to time in

accordance with its terms), setting out the terms of the backstop commitments

provided by the Backstop Providers to backstop the entirety of the issuance of

New Money Notes (as may be further amended, restated, amended and restated,

modified or supplemented from time to time in accordance with the terms

thereof, the “Backstop Agreement”) which set forth the terms of a consensual

financial 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 Intrum

AB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (as

the same may be further amended, modified and supplemented from time to

time, the “Plan”), by causing the transmittal, through their solicitation and

balloting agent, Kroll Restructuring Administration LLC (“Kroll”), to the

holders of Claims entitled to vote on the Plan of, among other things: (i) the

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 2102, #1312, Houston, TX 77002.

United States Bankruptcy Court

Southern District of Texas

ENTERED

December 31, 2024

Nathan Ochsner, Clerk

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 1 2 o of f1 13345

2

Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate (as the same may be

further amended, modified and supplemented from time to time, the

“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on the

Plan (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 States

Bankruptcy 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 of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and the

Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB and

its Debtor Affiliate [Docket No. 17];

f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of of

the 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 Kroll

Restructuring Administration LLC Regarding the Solicitation of Votes and

Tabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” and

together with the Plan, the Disclosure Statement, the Ballots, and the

Solicitation Affidavit, the “Solicitation Materials”);

h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearing

on (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,

(II) Approving Solicitation Procedures and Form and Manner of Notice of

Commencement, Combined Hearing, and Objection Deadline, (III) Fixing

Deadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)

Directing the United States Trustee Not to Convene Section 341 Meeting of

Creditors and (B) Waiving Requirement to File Statements of Financial Affairs

and 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 the

Confirmation Schedule (as defined therein); (ii) conditionally approved the

Disclosure Statement and its use in the Solicitation; and (iii) scheduled the

Combined Hearing on December 16, 2024, at 1:00 p.m. (prevailing Central

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 2 3 o of f1 13345

3

Time) to consider the final approval of the Disclosure Statement and the

confirmation of the Plan (the “Combined Hearing”);

i. served, through Kroll, on November 20, 2025, on all known holders of Claims

and Interests, the U.S. Trustee and certain other parties in interest, the Notice

of: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on the

Disclosure Statement and Confirmation of the Plan, and (III) Certain Objection

Deadlines (the “Combined Hearing Notice”) as evidence by the Affidavit of

Service [Docket No. 160];

j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to be

published in the New York Times (national and international editions) and the

Financial Times (international edition), as evidenced by the Certificate of

Publication [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 of

Confirmation of the Joint Prepackaged Plan of Reorganization of Intrum AB

and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [Docket

No. 155];

m. Filed on December 14, 2024, the:

i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on a

Final Basis, Adequacy of the Disclosure Statement; (II) Confirming the

Joint 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 Joint

Prepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.

[Docket No. 189] (the “Confirmation Declaration”); and

iii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and its

Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (Further

Technical Modifications) [Docket No. 191];

n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];

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4

WHEREAS, the Court having, among other things:

a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadline

for Filing objection to the adequacy of the Disclosure Statement and/or

Confirmation2 of the Plan (the “Objection Deadline”);

b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [and

continuing through December 17, 2024], the Combined Hearing;

c. heard the statements, arguments, and any objections made at the Combined

Hearing;

d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,

the Confirmation Brief, the Confirmation Declaration, the Solicitation

Affidavit, and the Voting Declaration;

e. overruled (i) any and all objections to approval of the Disclosure Statement, the

Plan, and Confirmation, except as otherwise stated or indicated on the record,

and (ii) all statements and reservations of rights not consensually resolved or

withdrawn, unless otherwise indicated; and

f. reviewed and taken judicial notice of all the papers and pleadings Filed

(including any objections, statement, joinders, reservations of rights and other

responses), all orders entered, and all evidence proffered or adduced and all

arguments made at the hearings held before the Court during the pendency of

these cases;

NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of the

Combined Hearing and the opportunity for any party in interest to object to the Disclosure

Statement and the Plan having been adequate and appropriate as to all parties affected or to be

affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set

forth in the documents Filed in support of approval of the Disclosure Statement and Confirmation

and other evidence presented at the Combined Hearing establish just cause for the relief granted

herein; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy

Court makes and issues the following findings of fact and conclusions of law, and orders for the

reasons 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 the

Disclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this Combined

Order.

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I. FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT 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 the

Combined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law under

Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules

7052 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 to

28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is proper

pursuant 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 States

Constitution.

C. Eligibility for Relief.

3. The Debtors were and continue to be entities eligible for relief under section

109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of the

Plan 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. On

November 18, 2024, the Court entered an order [Docket No. 51] authorizing the joint

administration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtors

have operated their businesses and managed their properties as debtors in possession pursuant to

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sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee

has been appointed in these Chapter 11 Cases.

E. Adequacy of the Disclosure Statement.

5. The Disclosure Statement and the exhibits contained therein (i) contains

sufficient information of a kind necessary to satisfy the disclosure requirements of applicable

nonbankruptcy 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 section

1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactions

contemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).

The injunction, release, and exculpation provisions in the Plan and the Disclosure Statement

describe, in bold font and with specific and conspicuous language, all acts to be enjoined and

identify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule

3016(c).

F. Solicitation.

6. As described in and evidenced by the Voting Declaration, the Solicitation

and 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 to

the Solicitation, including the registration requirements under the Securities Act. The Solicitation

Materials, including the Ballots and the Opt Out Form (as defined below), adequately informed

the holders of Claims entitled to vote on the Plan of the procedures and deadline for completing

and submitting the Ballots.

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7. The Debtors served the Combined Hearing Notice on the entire creditor

matrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Notice

adequately informed Holders of Claims or Interests of critical information regarding voting on (if

applicable) 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-Party

Release. 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 opt

out of the Third-Party Release. No further notice is required. The period for voting on the Plan

provided a reasonable and sufficient period of time and the manner of such solicitation was an

appropriate 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 of

Claims 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 amounts

required by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on the

Plan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in good

faith, fair, reasonable, and conducted in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, the

Scheduling 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 the

Court. The Plan Supplement (including as subsequently modified, supplemented, or otherwise

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amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors

provided good and proper notice of the filing in accordance with the Bankruptcy Code, the

Bankruptcy 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 by

reference into the Plan. No other or further notice is or will be required with respect to the Plan

Supplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistent

therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement

and any of the documents contained therein or related thereto, in accordance with the Plan, on or

before the Effective Date.

I. Modifications to the Plan.

10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the

Plan 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, or

modifications that do not otherwise materially and adversely affect or change the treatment of any

other Claim or Interest under the Plan. These modifications are consistent with the disclosures

previously made pursuant to the Disclosure Statement and Solicitation Materials, and notice of

these modifications was adequate and appropriate under the facts and circumstances of the Chapter

11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additional

disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section

1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests be

afforded 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 prior

to such modification shall be binding and shall apply with respect to the Plan.

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J. Objections Overruled.

11. Any resolution or disposition of objections to Confirmation explained or

otherwise ruled upon by the Court on the record at the Confirmation Hearing is hereby

incorporated 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 proving

the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the

evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven

the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who

testified 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 Bankruptcy

Code.

13. The Plan complies with all applicable provisions of section 1129 of the

Bankruptcy Code as follows:

a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the

Bankruptcy 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 the

Bankruptcy 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 Debtor

into Classes, based on differences in the legal nature or priority of such Claims and Interests (other

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than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which are

addressed in Article II of the Plan and Unimpaired, and are not required to be designated as

separate 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 and

Interests created under the Plan, the classifications were not implemented for any improper

purpose, and the creation of such Classes does not unfairly discriminate between or among holders

of Claims or Interests.

16. In accordance with section 1122(a) of the Bankruptcy Code, each Class of

Claims or Interests contains only Claims or Interests substantially similar to the other Claims or

Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),

1122(b), and 1123(a)(1) of the Bankruptcy Code

ii. Section 1123(a)(2) – Specifications of Unimpaired Classes.

17. Article III of the Plan specifies that Claims and Interests in the classes

deemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims and

Intercompany Interests are either Unimpaired and conclusively presumed to have accepted the

Plan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, in

either event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Plan

specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plan

does not classify these Claims. Accordingly, the Plan satisfies the requirements of section

1123(a)(2) of the Bankruptcy Code.

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iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes

18. Article III.B of the Plan specifies the treatment of each Voting Class under

the Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section

1123(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 Interest

in any particular Class, as the case may be, unless the holder of a particular Claim or Interest has

agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan

satisfies 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 Supplement

provide 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 sheet

and other financial transactions provided for by the Plan; (c) the consummation of the transactions

contemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed and

the Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuance

of Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to the

Plan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the Facility

Agreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) the

consummation of the Rights Offering in accordance with the Plan, Rights Offering Documents

and the Lock-Up Agreement; (i) the granting of all Liens and security interests granted or

confirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the Exchange

Notes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and the

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Senior Secured Term Loan Agreement pursuant to the New Security Documents (including any

Liens 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) the

consummation 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 Restructuring

Implementation 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 Code

vi. Section 1123(a)(6) – Non-Voting Equity Securities.

21. The Company’s organizational documents in accordance with the Swedish

Companies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of the

Effective 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 successor

to and such officer, director, or trustee) of the Reorganized Debtors will be determined in

accordance with the existing organizational documents, which is consistent with the interests of

creditors and equity holders and with public policy. Accordingly, the Plan satisfies the

requirements of section 1123(a)(7) of the Bankruptcy Code.

b. Section 1123(b) – Discretionary Contents of the Plan

23. The Plan contains various provisions that may be construed as discretionary

but not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision

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complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable

provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).

i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims or

Interests

24. 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 and

Unexpired Leases

25. Article V of the Plan provides for the assumption of the Debtors’ Executory

Contracts and Unexpired Leases as of the Effective Date unless such Executory Contract or

Unexpired 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 Executory

Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to a

motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested

effective date of such rejection is after the Effective Date. Thus, the Plan satisfies section

1123(b)(2).

iii. Compromise and Settlement

26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and

Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under

the 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 of

Claims or Interests may have with respect to any Allowed Claim or Interest or any distribution to

be made on account of such Allowed Claim or Interest. Such compromise and settlement is the

product of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted in

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the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise of

all Claims, Interests, and controversies and entry into which represented a sound exercise of the

Debtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonable

and in the best interests of the Debtors and their Estates.

27. The releases of the Debtors’ directors and officers are an integral component

of 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 preand

post-Petition Date negotiations with stakeholder groups, and ensured the uninterrupted

operation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant time

and effort to make the restructuring a success and maximize the value of the Debtors’ businesses

in a challenging operating environment; (c) attended and, in certain instances, testified at

depositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,

management meetings, and board meetings related to the restructuring; (e) are entitled to

indemnification from the Debtors under applicable non-bankruptcy law, organizational

documents, 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 other

pleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter

11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as of

the 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 would

decrease rather than increase the value of the estates. The releases of the Debtors’ directors and

officers contained in the Plan have the consent of the Debtors and the Releasing Parties and are in

the best interests of the estates.

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iv. Debtor Release

28. The releases of claims and Causes of Action by the Debtors, Reorganized

Debtors, and their Estates described in Article VIII.C of the Plan in accordance with section

1123(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’ pursuit

of any such claims against the Released Parties is not in the best interests of the Estates’ various

constituencies because the costs involved would outweigh any potential benefit from pursuing

such 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 of

the comprehensive settlement implemented under the Plan; (b) in exchange for the good and

valuable consideration provided by the Released Parties; (c) a good faith settlement and

compromise of the claims and Causes of Action released by the Debtor Release; (d) materially

beneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and is

important to the overall objectives of the Plan to finally resolve certain Claims among or against

certain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given and

made after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claim

or Cause of Action released by the Debtor Release against any of the Released Parties. The

probability of success in litigation with respect to the released claims and Causes of Action, when

weighed against the costs, supports the Debtor Release. With respect to each of these potential

Causes of Action, the parties could assert colorable defenses and the probability of success is

uncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes of

Action against the Released Parties is not in the best interests of the Estates or the Debtors’ various

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constituencies because the costs involved would likely outweigh any potential benefit from

pursuing such claims or Causes of Action

30. Holders of Claims and Interests entitled to vote have overwhelmingly voted

in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was

negotiated before and after the Petition Date by sophisticated parties represented by able counsel

and advisors, including the Consenting Creditors. The Debtor Release is therefore the result of a

hard fought and arm’s-length negotiation process conducted in good faith.

31. The Debtor Release appropriately offers protection to parties that

participated in the Debtors’ restructuring process, including the Consenting Creditors, whose

participation in the Chapter 11 Cases is critical to the Debtors’ successful emergence from

bankruptcy. Specifically, the Released Parties, including the Consenting Creditors, made

significant concessions and contributions to the Chapter 11 Cases, including, entering into the

Lock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, and

waiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (as

part of the compromises composing the settlement underlying the revised Plan) in order to

facilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The Debtor

Release for the Debtors’ directors and officers is appropriate because the Debtors’ directors and

officers share an identity of interest with the Debtors and, as previously stated, supported and made

substantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of the

Debtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, and

implementation during the Chapter 11 Cases, and have provided other valuable consideration to

the Debtors to facilitate the Debtors’ successful reorganization and continued operation.

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32. The scope of the Debtor Release is appropriately tailored under the facts

and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by

the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the

Plan, the Debtor Release is appropriate.

v. Release by Holders of Claims and Interests

33. The release by the Releasing Parties (the “Third-Party Release”), set forth

in 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 opt

out from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to

28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by the

Released Parties; (d) a good faith settlement and compromise of the claims and Causes of Action

released by the Third-Party Release; (e) materially beneficial to, and in the best interests of, the

Debtors, their Estates, and their stakeholders, and is important to the overall objectives of the Plan

to finally resolve certain Claims among or against certain parties in interest in the Chapter 11

Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for

hearing; (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 any

claim 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 of

the Bankruptcy Code.

34. The Third-Party Release is an integral part of the agreement embodied in

the Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party Release

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facilitated 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 the

Plan and preventing significant and time-consuming litigation regarding the parties’ respective

rights and interests. The Third-Party Release was a core negotiation point in connection with the

Plan 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 Release

appropriately offers certain protections to parties who constructively participated in the Debtors’

restructuring process—including the Consenting Creditors (as set forth above)—by, among other

things, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in the

case 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 the

pari passu transaction that is the basis of the restructuring proposed under the Plan and provided

a much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (in

exchange for other consideration).

35. Furthermore, the Third-Party Release is consensual as to all parties in

interest, including all Releasing Parties, and such parties in interest were provided notice of the

chapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and the

Combined Hearing and were properly informed that all holders of Claims against or Interests in

the Debtors that did not file an objection with the Court in the Chapter 11 Cases that included an

express objection to the inclusion of such holder as a Releasing Party under the provisions

contained 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 and

Causes of Action against the Debtors and the Released Parties. Additionally, the release provisions

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of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure

Statement, the Ballots, and the applicable notices. Except as set forth in the Plan, all Releasing

Parties were properly informed that unless they (a) checked the “opt out” box on the applicable

Ballot 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 before

entry of this Confirmation Order, they would be deemed to have expressly consented to the release

of all Claims and Causes of Action against the Released Parties.

36. The Ballots sent to all holders of Claims and Interests entitled to vote, as

well as the notice of the Combined Hearing sent to all known parties in interest (including those

not entitled to vote on the Plan), unambiguously provided in bold letters that the Third-Party

Release was contained in the Plan.

37. The scope of the Third-Party Release is appropriately tailored under the

facts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequate

notice of the Third-Party Release. Among other things, the Plan provides appropriate and specific

disclosure with respect to the claims and Causes of Action that are subject to the Third-Party

Release, and no other disclosure is necessary. The Debtors, as evidenced by the Voting

Declaration and Certificate of Publication, including by providing actual notice to all known

parties in interest, including all known holders of Claims against, and Interests in, any Debtor and

publishing notice in international and national publications for the benefit of unknown parties in

interest, provided sufficient notice of the Third-Party Release, and no further or other notice is

necessary. The Third-Party Release is designed to provide finality for the Debtors, the

Reorganized Debtors and the Released Parties regarding the parties’ respective obligations under

the Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, any

party who timely opted-out of the Third-Party Release is not bound by the Third-Party

Release.

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38. The Third-Party Release is specific in language, integral to the Plan, and

given for substantial consideration. The Releasing Parties were given due and adequate notice of

the Third-Party Release, and thus the Third-Party Release is consensual under controlling

precedent 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 the

consensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release is

appropriate

vi. 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, was

formulated following extensive good-faith, arm’s-length negotiations with key constituents, and is

appropriately limited in scope.

40. No Entity or Person may commence 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 or reasonably likely to relate to any 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 a Covered Entity), unless expressly

authorized 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 such

Entity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole

and exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Cause

of Action is colorable and, only to the extent legally permissible and as provided for in Article XI,

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shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, or

Cause of Action.

vii. Injunction.

41. The injunction provisions set forth in Article VIII.F of the Plan are essential

to 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 the

Plan. 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 the

Debtors 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 the

Reorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to the

Causes of Action to be retained by the Debtors, and the Plan and Plan Supplement provide

meaningful 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 of

the Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of any

doubt, Causes of Action released or exculpated under the Plan will not be retained by the

Reorganized Debtors.

c. Section 1123(d) – Cure of Defaults

43. Article V.D of the Plan provides for the satisfaction of Cure Claims

associated with each Executory Contract and Unexpired Lease to be assumed in accordance with

section 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed Executory

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Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy

Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations

described in Article V.D of the Plan, or on such other terms as the parties to such Executory

Contracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will be

determined in accordance with the procedures set forth in Article V.D of the Plan, and applicable

bankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, or

provide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumed

Executory Contracts and Unexpired Leases in accordance with section 365(b)(1) of the

Bankruptcy 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 Applicable

Provisions of the Bankruptcy Code.

44. The Debtors, as proponents of the Plan, have complied with all applicable

provisions 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 the

Bankruptcy Code requirements, and not by any means forbidden by law. In determining that the

Plan has been proposed in good faith, the Court has examined the totality of the circumstances

filing of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“Intrum

Texas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith is

evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the record

of the Combined Hearing and other proceedings held in the Chapter 11 Cases

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46. The Plan (including the Plan Supplement and all other documents necessary

to effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among the

Debtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including the

Consenting Creditors and each of their respective professionals. The Plan itself and the process

leading 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 with

the belief that the Debtors were in need of reorganization and the Plan was negotiated and proposed

with 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 Bankruptcy

Code 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 issuing

securities or acquiring property under the Plan, for services or costs and expenses in connection

with 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, the

Plan satisfies the requirements of section 1129(a)(4).

g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with the

Interests 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 Plan

Supplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied the

requirements of section 1129(a)(5) of the Bankruptcy Code.

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h. Section 1129(a)(6)—Rate Changes.

49. The Plan does not contain any rate changes subject to the jurisdiction of any

governmental regulatory commission and therefore will not require governmental regulatory

approval. 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 Statement

and the other evidence in support of the Plan that was proffered or adduced at the Combined

Hearing, 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 or

proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been

controverted by other evidence; and (d) establish that each holder of Allowed Claims or Interests

in each Class will recover as much or more value under the Plan on account of such Claim or

Interest, as of the Effective Date, than the amount such holder would receive if the Debtors were

liquidated 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 creditors

and 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 Unimpaired

Classes; Acceptance of the Plan by Certain Voting Classes.

51. The classes deemed to accept the Plan are Unimpaired under the Plan and

are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Each

Voting Class voted to accept the Plan. For the avoidance of doubt, however, even if section

1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable because

the Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classes

and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as described

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further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are also

satisfied.

k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section

507(a) of the Bankruptcy Code.

52. The treatment of Administrative Claims, Professional Fee Claims, and

Priority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in all

respects 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 overwhelmingly

voted 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 the

Bankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of the

Bankruptcy Code are satisfied.

m. Section 1129(a)(11)—Feasibility of the Plan.

54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The

financial projections attached to the Disclosure Statement as Exhibit D and the other evidence

supporting 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 feasible

and Confirmation of the Plan is not likely to be followed by liquidation or the need for further

financial reorganization; (e) establishes that the Debtors will have sufficient funds available to

meet their obligations under the Plan and in the ordinary course of business—including sufficient

amounts of Cash to reasonably ensure payment of Allowed Claims that will receive Cash

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distributions 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 the

financial wherewithal to pay any Claims that accrue, become payable, or are allowed by Final

Order following the Effective Date. Accordingly, the Plan satisfies the requirements of section

1129(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 section

1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing in

accordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicable

Reorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11

Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfies

the 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 in

Article IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on account

of retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after the

Effective Date in accordance with applicable law. As a result, the requirements of section

1129(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 not

individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and

1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.

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q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of Voting

Classes.

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 Bankruptcy

Code because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. The

Plan has been proposed in good faith, is reasonable, and meets the requirements and all Voting

Classes have voted to accept the Plan. The treatment of Intercompany Claims and Intercompany

Interests under the Plan provides for administrative convenience does not constitute a distribution

under the Plan on account of such Interests, and therefore such treatment complies with the

requirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair and

equitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfies

the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed

even 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 has

been Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the

Bankruptcy Code are satisfied.

s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes or

Section 5 of the Securities Act.

60. No Governmental Unit has requested that the Court refuse to confirm the

Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance

of the application of section 5 of the Securities Act. As evidenced by its terms, the principal

purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the

Bankruptcy Code have been satisfied.

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t. Section 1129(e)—Not Small Business Cases.

61. The Chapter 11 Cases are not small business cases, and accordingly, section

1129(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 or

adduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy all

the 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 purpose

of maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Plan

accomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, and

their respective officers, directors, and advisors have been, are, and will continue to act in good

faith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and the

agreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actions

authorized and directed or contemplated by this Combined Order. Therefore, the Plan has been

proposed in good faith to achieve a result consistent with the objectives and purposes of the

Bankruptcy Code.

w. Conditions to Effective Date.

64. The Plan shall not become effective unless and until the conditions set forth

in Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.

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x. Implementation.

65. All documents and agreements necessary to implement the Plan and the

transactions contemplated by the Plan, including those contained or summarized in the Plan

Supplement, the Definitive Documents, the Agreed Steps Plan and the Restructuring

Implementation Deed and related forms and documentation, have been negotiated in good faith

and at arm’s length, are in the best interests of the Debtors and their Estates, and shall, upon

completion of documentation and execution, be valid, binding, and enforceable documents and

agreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan and

Definitive Documents, the Debtors are authorized to take any action reasonably necessary or

appropriate 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 any

agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all

property in each Estate, all Causes of Action, and any property acquired by any of the Debtors

pursuant 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 otherwise

provided in the Plan or Definitive Documents, each Reorganized Debtor may operate its business

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 Court and free of any restrictions of the

Bankruptcy 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 the

occurrence of the Effective Date, the Plan provides for the assumption or rejection of certain

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Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.

The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and

Unexpired Leases are based on and within the sound business judgment of the Debtors, are

necessary to the implementation of the Plan and are in the best interests of the Debtors, their

Estates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.

II. Order

BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF

LAW, 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 as

contemplated 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, that

have not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing are

overruled.

B. Confirmation of the Plan

69. The Plan attached to this Combined Order as Exhibit A satisfies or complies

with all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy

Code 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, this

Combined Order.

70. The Combined Order approves the Plan Supplement, including the

documents contained therein, as they may be amended through and including the Effective Date

in accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, but

not limited to, any consent or approval rights set forth therein.

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71. Notwithstanding anything in this Combined Order or the Plan, nothing in

this Combined Order or the Plan shall affect parties' rights to terminate the Restructuring

Documents in accordance with their terms, without further notice to or order of the Bankruptcy

Court. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actions

required at any time, appropriate or desirable to enter into, implement, and consummate the

contracts, instruments, releases, agreements, or other documents created or executed in connection

with 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 the

Definitive 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, and

the Restructuring Implementation Deed without the need for any approvals, authorization, or

consents, 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 Plan

Confirmation.

72. Upon the Confirmation Date, the Debtors are authorized to fully implement

the Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject to

any conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions of

the Swedish Court without the need for any further order of this Court or further action by holders

of Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estates

in any judicial or other proceeding outside the U.S., including the Swedish Company

Reorganisation Process, in any way permitted by applicable non-U.S. Law in connection with such

proceeding.

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C. Binding Effect

73. The terms of the Plan and the Restructuring Transactions (and any

documents related or ancillary thereto, including, for the avoidance of doubt, the documents and

instruments contained in the Plan Supplement) shall be immediately effective and enforceable and

not 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 whether

holders of such Claims or Interests have, or are deemed to have, accepted the Plan and whether

such claims are known or unknown, including, but not limited to all contract counterparties,

borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estate

representatives, or similar entities for the Debtors, if any, subsequently appointed in any of the

Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of the

Chapter 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 under

the Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and each

of their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the terms

of the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicable

Definitive Documents prior to the Effective Date, subject to the applicable consent rights set forth

in 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 are

an integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibits

thereto, this Combined Order, and all other relevant and necessary documents shall, on and after

the Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,

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their 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 contract

counterparties, leaseholders, governmental units, and any trustees, examiners, administrators,

responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequently

appointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy

Code of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.

E. Objections

75. All objections to, statements, joinders, informal objections or reservations

of rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolved

before 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 or

may be required by the laws, rules, or regulations of any state or any other governmental authority

with respect to the dissemination, implementation and consummation of the Plan, the other

Definitive Documents and any other act referred to in, or contemplated by, the Plan or other

Definitive Documents or that may be necessary or appropriate for the implementation or

consummation of the Plan or the other Plan Documents (subject to the applicable consent rights

set 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 and

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shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, without

further order or action by this Bankruptcy Court.

a. Injunction. The following injunction provision contained in Article VIII.F

of the Plan is hereby incorporated by reference and approved in its entirety:

78. Upon entry of the Combined Order, all Persons and Entities shall be

enjoined from taking any actions to interfere with the implementation or consummation of

this Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, the

Reorganized Debtors pursuant to this Plan.

79. Except as otherwise specifically provided in the Plan or for obligations

issued or required 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 to exculpation are permanently enjoined, from and after the Effective Date, from

taking 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 other

proceeding of any 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 with respect to any such claims or interests; (c) creating, perfecting, or enforcing any

encumbrance of any kind against such Entities or the property or the estates of such Entities

on 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 obligation

due from such Entities or against the property of such Entities on account of or in connection

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with or with respect to any such claims or interests unless such Holder has Filed a motion

requesting the right to perform such setoff on or before the Effective Date, and

notwithstanding 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 on

account of or in connection with or with respect to any such claims or interests released or

settled pursuant to the Plan.

80. With respect to any Covered Entity, no Entity or Person may

commence 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 or

reasonably likely to relate to any 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 a Covered Entity), unless expressly authorized 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 such Entity or

Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole and

exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or

Cause of Action is colorable and, only to the extent legally permissible and as provided for

in 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 accordance

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with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested in

them as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, any

claims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may hold

against any Entity, other than any Cause of Action released by the Debtors pursuant to the releases

contained 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 the

Effective Date without notice to parties in interest or approval of this Court.

I. Post-Confirmation Notices, Professional Compensation, and Bar Dates

82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than seven

days after the Effective Date, the Reorganized Debtors must cause notice of Confirmation and

occurrence of the Effective Date (the “Notice of Confirmation”) to be served by United States

mail, first-class postage prepaid, by hand, or by overnight courier service to all parties served with

the Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and manner

set forth in this paragraph will be good, adequate, and sufficient notice under the particular

circumstances 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 nonbankruptcy

law.

84. All Professionals seeking approval by the Bankruptcy Court of

compensation for services rendered or reimbursement of expenses incurred through and including

the Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shall

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file, on or before the date that is forty-five (45) calendar days after the Effective Date, their

respective applications (collectively, the “Final Fee Applications”) for final allowances of

compensation for services rendered, and reimbursement of expenses incurred between the Petition

Date and the Effective Date. Any objection to any Final Fee Application must be Filed with this

Court no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days after

the filing of the applicable Final Fee Application.

85. Except as otherwise provided in the Plan, requests for payment of

Administrative Claims must be Filed no later than the Administrative Claims Bar Date. Holders

of Administrative Claims that are required to file and serve a request for such payment of such

Administrative Claims that do not file and serve such a request by the Administrative Claims Bar

Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims

against the Debtors, the Reorganized Debtors or their property, and such Administrative Claims

shall be deemed discharged as of the Effective Date without the need for any objection from the

Reorganized 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, notice

of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to the

following parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to the

Notes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by such

pleadings.

K. Retention of Jurisdiction.

87. This Court retains jurisdiction over all matters arising out of or related to

the Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.

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L. Reporting

88. 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 or

Reorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Court

order, including monthly operating reports (even for those periods for which a monthly operating

report was not Filed before the Effective Date), ordinary course professional reports, and monthly

or 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. From

Confirmation through the Effective Date, the Debtors will file such reports as are required under

the Bankruptcy Local Rules.

89. After the Confirmation Date, the Debtors or Reorganized Debtors, as

applicable, shall have no obligation to provide any reports to any parties otherwise required under

the “first” and “second” day orders entered in the Chapter 11 Case, except for those reports

required under the Cash Collateral Order.

M. Effectiveness of All Actions

90. Except as set forth in the Plan, all actions authorized to be taken pursuant to

the Plan, including all actions pursuant to, in accordance with, or in connection with the other

Definitive Documents, shall be effective on, before, or after the Effective Date pursuant to this

Combined Order, without further application to, or order of the Court, or further action by the

Debtors and/or the Reorganized Debtors and their respective directors, officers, members, or

stockholders, and with the effect that such actions had been taken by unanimous action of such

officers, directors, managers, members, or stockholders.

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N. Plan Implementation Authorization

91. The Debtors or the Reorganized Debtors, as the case may be, and, to the

extent necessary, third parties including the Agents/Trustees (including each of their respective

successors and assigns), and their respective directors, officers, members, agents, and attorneys,

financial advisors, and investment bankers are (irrespective of any existing contractual

requirements to obtain instructions binding on such parties) authorized, empowered and directed

from and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record any

contract, instrument, release, or other agreement or document related to the Plan, including the

Facility 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, the

Restructuring Implementation Deed, any other document included in the Plan Supplement, or any

document 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 or

all steps or corporate actions authorized to be taken pursuant to the Plan whether or not specifically

referred to in the Plan or any exhibit thereto, without further order of the Court. To the extent

applicable, any or all such documents shall be accepted upon presentment by each of the respective

state filing offices and recorded in accordance with the applicable law and shall become effective

in 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 authorize

the Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt or

amend, as the case may be, any such contract, instrument, release, or other agreement or document

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related 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 against

the Debtors and the Reorganized Debtors in accordance with the respective terms thereof. The

Debtors 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 or

take any action necessary or appropriate to implement the transactions set forth in the Agreed Steps

Plan, including, among other things, any merger, transfer, liquidation, or consolidation of any of

the Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder of

Notes Claims will be deemed to have appointed the Company as its attorney and agent and to have

irrevocably instructed, authorized, directed and empowered the Company (or its authorized

representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any

Transaction Document to which it is party, in each case solely to the extent consistent with the

Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in

the case of Holder of Notes, to take any action necessary to ensure that steps described in the

Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if

necessary updating the books and records of the relevant clearing systems in which the Notes are

held. For the avoidance of doubt, the foregoing power of attorney shall not apply to any

amendments or waivers sought from the applicable creditors under the Plan, the Lock-Up

Agreement, the Restructuring Implementation Deed or any Transaction Documents and any such

waivers may only be granted by the requisite majorities of the applicable creditors in accordance

with the relevant document.

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O. Restructuring Transactions and Restructuring Expenses.

92. Subject to the terms of the Plan and the Definitive Documents, from and

after the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extent

necessary, third parties including the Agents/Trustees (including each of their respective

successors and assigns) are authorized, empowered and directed to take all actions as may be

necessary or appropriate to effect any Restructuring Transactions, including: (1) the execution and

delivery of appropriate agreements, including the Definitive Documents, or other documents of

merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,

arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are

consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law

and any other terms to which the applicable Entities may agree; (2) the execution and delivery of

appropriate 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 other

terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of

incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,

continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcy

law; 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 with

the Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Plan

or 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), and

any Plan modification, revocation or withdrawal can only be completed in accordance with Article

X of the Plan.

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93. The Debtors or Reorganized Debtors, as applicable, shall enter into the

Facility Agreement Amendments Documents on or before the Effective Date, on the terms set

forth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmation

shall be deemed approval of the SSRCF Credit Agreement and related Facility Agreement

Amendments Documents and amended Intercreditor Agreement documents (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 the Reorganized Debtors in connection

therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or

Reorganized Debtors are authorized and directed to execute and deliver those documents necessary

or appropriate to consummate the applicable Facility Agreement Amendments Documents and

amended Intercreditor Agreement documents without 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 such modifications as may be agreed between the Debtors or

Reorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anything

else contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documents

and all other relevant documents to give effect to the Facility Agreement Amendments Documents

shall 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 Agreement

Amendments 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 of

Senior Secured Term Loan Claims to the treatment of such Claims otherwise provided under the

Plan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Senior

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Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth in

the 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 the

Amended Senior Secured Term Loan Credit Agreement (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 the Reorganized Debtors in connection therewith), to the extent not

approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are

authorized and directed to execute and deliver those documents necessary or appropriate to

consummate the applicable Amended Senior Secured Term Loan Credit Agreement without

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 such

modifications as may be agreed between the Debtors or Reorganized Debtors and the applicable

holders of Senior Secured Term Loan Claims.

95. Subject to the terms of the Plan and Definitive Documents, the Debtors are

hereby authorized to take any and all actions necessary to consummate the Rights Offering in

accordance 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 holders

of Claims and Interests. The Rights Offering Documents and all related forms, agreements, and

notices (which may be amended so that the final form is reasonably acceptable to the Majority

Core Noteholder Group) Filed with the Plan Supplement are hereby approved and the

consummation 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 Reorganized

Debtors shall issue the New Money Notes in accordance with the terms set forth in the Rights

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Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New Money

Notes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, and

the Restructuring Implementation Deed.

96. Subject to the terms of the Plan and Definitive Documents, the Debtors or

Reorganized Debtors, as applicable, are hereby authorized, immediately upon entry of this

Combined Order, to issue the Exchange Notes on the terms set forth in the Exchange Notes

Indenture and included in the Plan Supplement. The Notes Amendments Documents (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, the Reorganized Debtors, or a non-Debtor

Affiliate 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 the

Agents/Trustees, are authorized and directed to execute and deliver those documents necessary or

appropriate to consummate the applicable Notes Amendments Documents without 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 such modifications as may be

agreed 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 Noteholder

Ordinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the Agreed

Steps 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 not

previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the

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terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without any

requirement (i) to File a fee application 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 the Effective Date shall be estimated prior to and as of the Effective Date

and such estimates shall be delivered 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 with respect to such Restructuring Expenses. From and after the Petition

Date, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payable

pursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in the

ordinary course the Restructuring Expenses whether incurred before, on, or after the Effective

Date. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for all

Restructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to

the 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 any

agreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as a

Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all

of the powers of such legal entity under applicable law and without prejudice to any right to alter

or terminate such existence (whether by merger, conversion, dissolution or otherwise) under

applicable law, and on the Effective Date, all property of the Estate of a Debtor, and any property

acquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable Reorganized

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Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and other

interests.

100. On and after the Effective Date, each Reorganized Debtor may operate its

business and may use, acquire and dispose of property and compromise or settle any claims without

supervision or approval by this Court and free of any restrictions of the Bankruptcy Code or

Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, the Amended

Finance 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 of

directors of the Debtors shall be appointed in accordance with the Plan and other constituent

documents of each Reorganized Debtor.

102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors have

disclosed in advance of the Combined Hearing the identity and affiliations of any Person proposed

to serve on the Board, as well as those Persons that will serve as an officer of the Reorganized

Debtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, the

nature of any compensation to be paid to such director or officer has also been disclosed to the

extent reasonably practicable. Each such director and officer shall continue to serve from and after

the 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 Security

Documents, 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 Effective

Date and concurrently with the applicable Distributions made pursuant to the Plan and, in the case

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of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of

the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in

accordance 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 for

the 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 the

amended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other security

interests against any property of the Estates shall be fully released and discharged, and all of 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 and assigns, other

than, for the avoidance of doubt, the Liens and security interests granted pursuant to, or in

connection with, the Facility Agreement Amendments Documents, Amended Senior Secured

Term Loan Credit Agreement, the Notes Amendments Documents, the New Money Documents

or the New Security Documents. Any Holder of such Secured Claim (and the applicable agents for

such Holder) shall be authorized and directed, at the sole cost and expense of the Reorganized

Debtors, to release any collateral or other property of any Debtor (including any cash collateral

and possessory collateral) held by such Holder (and the applicable agents for such Holder), and to

take such actions as may be 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 presentation or filing of this Combined Order to or with any federal, state, provincial, or local

agency or department shall constitute good and sufficient evidence of, but shall not be required to

effect, the termination of such Liens.

S. Injunctions and Automatic Stay.

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104. Unless otherwise provided in the Plan or this Combined Order, all

injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the

Bankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding any

injunctions or stays contained in the Plan or this Combined Order) shall remain in full force and

effect until the Effective Date. All injunctions or stays contained in the Plan or this Combined

Order 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, this

Combined Order, any agreement, instrument or other document entered into in connection with or

pursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,

intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claims

or Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtors

thereunder or in any way related thereto shall be discharged and deemed satisfied 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 document that governs the rights

of the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enabling

Holders of Allowed Claims and Allowed Interests to receive Distributions under the Plan as

provided herein, (b) governing the contractual rights and obligations among the Agents/Trustees

and the lenders or Holders party thereto (including, without limitation, indemnification, expense

reimbursement, and Distribution provisions) until the Reorganized Debtors emerge from the

Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder 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/Trustee to perform any

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functions that are necessary to effectuate the immediately foregoing, including appearing 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 the Facility

Agreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, the

Plan, and the Facility Agreement Amendments Documents (f) facilitating the amendment and

restatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan Credit

Agreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan Credit

Agreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in the

Plan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of the

Exchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and the

Exchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solely

to the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose as

set forth in the Lock-Up Agreement, Restructuring Implementation Deed, and Definitive

Documents.

U. Certain Securities Law Matters.

106. Except 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 Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of

Notes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement before

the filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, and

Distribution 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 be

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exempt from, among other things, the registration requirements of section 5 of the Securities Act

and any other applicable law requiring registration prior to the offering, issuance, Distribution, or

sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such

Exchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than the

Backstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions of

section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section

2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any other

jurisdiction and any rules and regulations of the United States Securities and Exchange

Commission, 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 Regulation

S under the Securities Act, or any other available exemption from registration under the Securities

Act, as applicable, to exempt from registration under the Securities Act the offer, issuance, and

Distribution of the Backstopped Notes issued in accordance with the Backstop Agreement. The

Backstopped 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 Backstop

Agreement pursuant to section 4(a)(2) of the Securities 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). Such Backstopped Notes may be resold, exchanged, assigned or

otherwise transferred pursuant to registration, or an applicable exemption from registration, under

the Securities Act and other applicable law.

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V. First Day Relief

108. Notwithstanding anything contained in this Combined Order, the relief

granted pursuant to the First Day Orders shall remain in full force and effect in accordance with

their terms through the Effective Date.

W. Cooperation by Euroclear Sweden

109. Should the Reorganized Debtors elect to reflect any ownership of the

Noteholder 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 Reorganized

Debtors need not provide any further evidence other than the Plan and this Combined Order with

respect 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 upon

the Plan and this Combined Order in lieu of a legal opinion regarding whether the Noteholder

Ordinary Shares to be issued under the Plan are exempt from registration and/or eligible for

Euroclear 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 property

under 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 Restructuring

Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or

recording of any mortgage, deed of trust, or other security interest, or the securing of additional

indebtedness by such or other means; (d) the making, assignment, or recording of any lease or

sublease; (e) the grant of collateral as security for any or all of the Facility Agreement Amendments

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Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or New

Money Notes; or (f) the making, delivery, or recording of any deed 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 in connection 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 or similar tax, mortgage tax, real estate

transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory

filing or recording fee, or other similar tax or governmental assessment, and upon entry of the

Combined Order, the appropriate state or local governmental officials or agents shall forego the

collection of any such tax or governmental assessment and accept for filing and recordation any

of the foregoing instruments or other documents without the payment of any such tax, recordation

fee, or governmental assessment. All filing or recording officers (or any other Person with

authority over any of the foregoing), wherever located and by whomever appointed, shall comply

with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of

any such tax or governmental assessment, and shall accept for filing and recordation any of the

foregoing instruments or other documents without the payment of any such tax or governmental

assessment.

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 and

enforceable immediately upon its entry. Each term and provision of the Plan, and the transactions

related thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid and

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enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified except

as 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 right

to assert any argument, including the right to argue that its Claim or Interest should be Allowed in

a certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement made

with the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in the

Plan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before the

Confirmation Date.

AA. Authorization to Consummate.

113. The Debtors are authorized to consummate the Plan, including the

Restructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the Definitive

Documents, at any time after the entry of this Combined Order. The substantial consummation of

the Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed to

occur on the first date, on or after the Effective Date, on which distributions are made in accordance

with 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 and

Unexpired Leases set forth in Article V of the Plan (including the procedures regarding the

resolution of any and all disputes concerning the assumption or rejection, as applicable, of such

Executory 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, all

Executory Contracts or Unexpired Leases will be deemed assumed in accordance with the

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provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than an

Executory Contract or Unexpired Lease that: (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 Executory Contracts or Unexpired Leases that is pending on the Confirmation

Date; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to

which the requested effective date of such rejection is after the Effective Date.

115. Entry of this Combined Order shall constitute an order approving the

assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Code

and effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfy

the obligations thereunder, including with respect to the payment of any and all fees, costs, and

expenses 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 Combined

Order. The Lock-Up Agreement shall be binding and enforceable against the parties thereto in

accordance 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 any

way by the entry of this Combined Order or the Plan, including, without limitation, by the absence

of any Cure Amount with respect to the Lock-Up Agreement.

116. Unless otherwise agreed, the Debtors will not pursuant to this Combined

Order assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject of

an outstanding objection to a Cure Amount at the time of entry of this Combined Order. All

outstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Court

and the parties.

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117. Notwithstanding anything to contrary in the Plan, this Combined Order, or

the Plan Supplement, subject only to the occurrence of the Effective Date, all existing employment

agreements, indemnification agreements, or other agreements between the Debtors and the

Debtors’ current and former employees are hereby assumed and/or assumed and assigned to the

applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365

and 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 a

Governmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to a

Governmental Unit on the part of any Person as the owner, permittee, or operator of property after

the Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other than

the Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoin

or otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liability

described in the preceding sentence. Nothing in this Combined Order or the Plan shall affect any

setoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Order

or the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defense

described in this paragraph 119 of this Combined Order. Without limiting the foregoing, for the

avoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require the

United States or any State to novate or otherwise consent to the transfer of any federal or state

contracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests to

any Entity other than the Debtors or Reorganized Debtors.

DD. Effect of Non-Occurrence of Conditions to the Effective Date.

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119. Notwithstanding the entry of this Combined Order, if the Effective Date

does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or

the Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causes

of Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of a

Claim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, or

undertaking 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 provisions

of the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the Restructuring

Implementation Deed respectively, the Debtors are hereby authorized to amend or modify the Plan

at any time prior to the substantial consummation of the Plan, but only in accordance with section

1127 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 appeal

must be Filed will commence upon entry of this Combined Order.

Dated: ___________________

Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZ

UNITED STATES BANKRUPTCY JUDGE

DAeucegmubste 0r 23,1 2, 0210294

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Exhibit A

Plan

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB et al.,1 ) Case No. 24-90575 (CML)

)

)

(Jointly Administered)

Debtors. )

JOINT PREPACKAGED CHAPTER 11 PLAN OF

REORGANIZATION OF INTRUM AB AND ITS DEBTOR

AFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

(FURTHER TECHNICAL MODIFICATIONS)

PORTER HEDGES LLP

John F. Higgins (TX 09597500)

M. Shane Johnson (TX 24083263)

1000 Main Street, 36th Floor

Houston, TX 77002

Telephone: (713) 226-6000

Facsimile: (713) 226-6248

Email: jhiggins@porterhedges.com

sjohnson@porterhedges.com

MILBANK LLP

Dennis F. Dunne (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

55 Hudson Yards

New York, NY 10001

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Email: ddunne@milbank.com

jfedell@milbank.com

Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors

Dated: December 18, 2024

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.

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TABLE OF CONTENTS

Page

INTRODUCTION .......................................................................................................................... 1

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION

OF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1

A. Defined Terms ........................................................................................................ 1

B. Rules of Interpretation; Computation of Time...................................................... 22

C. Governing Law ..................................................................................................... 23

D. Reference to Monetary Figures ............................................................................. 23

E. Reference to the Debtors or the Reorganized Debtors .......................................... 23

F. Consent and Consultation Rights .......................................................................... 23

G. Controlling Document .......................................................................................... 24

ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24

A. Administrative Claims .......................................................................................... 24

B. Professional Fee Claims ........................................................................................ 25

1. Professional Fee Claims ....................................................................................... 25

2. Professional Fee Escrow Account ....................................................................... 26

3. Professional Fee Escrow Amount ........................................................................ 26

4. Post-Confirmation Date Fees and Expenses ........................................................ 26

C. Priority Tax Claims ............................................................................................... 26

D. Restructuring Expenses ......................................................................................... 27

ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND

INTERESTS ......................................................................................................... 27

A. Classification of Claims and Interests................................................................... 27

B. Treatment of Classes of Claims and Interests ....................................................... 28

1. Class 1 — Other Secured Claims ........................................................................ 28

2. Class 2 — Other Priority Claims ......................................................................... 29

3. Class 3 — RCF Claims ........................................................................................ 29

4. Class 4 — Senior Secured Term Loan Claims .................................................... 30

5. Class 5 — Notes Claims ...................................................................................... 30

6. Class 6 — General Unsecured Claims ................................................................. 31

7. Class 7 —Intercompany Claims .......................................................................... 31

8. Class 8 —Existing Equity Interests ..................................................................... 31

9. Class 9 —Intercompany Interests ........................................................................ 31

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C. Special Provision Governing Unimpaired Claims ................................................ 32

D. Elimination of Vacant Classes .............................................................................. 32

E. No Waiver ............................................................................................................. 32

F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32

G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the

Bankruptcy Code .................................................................................................. 33

H. Controversy Concerning Impairment ................................................................... 33

I. Subordinated Claims ............................................................................................. 33

ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33

A. General Settlement of Claims and Interests .......................................................... 33

B. Restructuring Transactions ................................................................................... 34

C. Sources of Consideration for Plan Distributions .................................................. 34

1. Issuance of the New Money Notes ...................................................................... 34

2. Equity Issuance .................................................................................................... 36

3. SSRCF ................................................................................................................. 36

4. Amended Senior Secured Term Loan .................................................................. 37

5. Exchange Notes ................................................................................................... 38

D. Corporate Action ................................................................................................... 39

E. Corporate Existence .............................................................................................. 40

F. Vesting of Assets in the Reorganized Debtors ..................................................... 40

G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,

Certificates, and Other Documents ....................................................................... 41

H. Effectuating Documents; Further Transactions .................................................... 41

I. Certain Securities Law Matters ............................................................................. 41

J. Section 1146(a) Exemption................................................................................... 42

K. Employee and Retiree Benefits ............................................................................. 43

L. Preservation of Causes of Action .......................................................................... 43

ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED

LEASES ................................................................................................................ 44

A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44

B. Indemnification Obligations ................................................................................. 46

C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46

D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46

E. Insurance Policies ................................................................................................. 47

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F. Modifications, Amendments, Supplements, Restatements, or Other

Agreements ........................................................................................................... 48

G. Reservation of Rights ............................................................................................ 48

H. Nonoccurrence of Effective Date .......................................................................... 48

I. Contracts and Leases Entered into after the Petition Date .................................... 49

ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49

A. Distributions on Account of Claims and Interests Allowed as of the

Effective Date ....................................................................................................... 49

B. Rights and Powers of Distribution Agent ............................................................. 49

1. Powers of the Distribution Agent ........................................................................ 49

2. Expenses Incurred on or after the Confirmation Date ......................................... 49

C. Special Rules for Distributions to Holders of Disputed Claims and

Interests ................................................................................................................. 50

D. Delivery of Distributions ...................................................................................... 50

1. Compliance Matters ............................................................................................. 50

2. Foreign Currency Exchange Rate ........................................................................ 51

3. Undeliverable, and Unclaimed Distributions ....................................................... 51

4. Surrender of Cancelled Instruments or Securities ............................................... 52

E. Claims Paid or Payable by Third Parties .............................................................. 52

1. Claims Paid by Third Parties ............................................................................... 52

2. Claims Payable by Insurance Carriers ................................................................. 53

3. Applicability of Insurance Policies ...................................................................... 53

F. Setoffs ................................................................................................................... 53

G. Allocation between Principal and Accrued Interest .............................................. 53

H. Minimum Distributions ......................................................................................... 54

ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54

A. Disputed Claims Generally ................................................................................... 54

B. Objections to Claims ............................................................................................. 54

C. Estimation of Claims............................................................................................. 55

D. Disallowance of Claims ........................................................................................ 55

E. No Distributions Pending Allowance ................................................................... 55

F. Distributions after Allowance ............................................................................... 55

G. Claim Resolution Procedures Cumulative ............................................................ 55

H. Single Satisfaction of Claims and Interests .......................................................... 56

ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56

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A. Discharge of Claims and Termination of Interests ............................................... 56

B. Release of Liens .................................................................................................... 56

C. Releases by the Debtors ........................................................................................ 57

D. Releases by Holders of Claims and Interests ........................................................ 58

E. Exculpation ........................................................................................................... 59

F. Injunction .............................................................................................................. 60

G. Reimbursement or Contribution ........................................................................... 61

ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61

A. Conditions Precedent to the Effective Date .......................................................... 61

B. Waiver of Conditions Precedent ........................................................................... 63

ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64

A. Modification of Plan ............................................................................................. 64

B. Effect of Confirmation on Modifications ............................................................. 64

C. Withdrawal of Plan ............................................................................................... 64

ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65

ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67

A. Immediate Binding Effect ..................................................................................... 67

B. Additional Documents .......................................................................................... 67

C. Payment of Statutory Fees .................................................................................... 67

D. Reservation of Rights ............................................................................................ 68

E. Successors and Assigns......................................................................................... 68

F. Service of Documents ........................................................................................... 68

G. Term of Injunctions or Stays................................................................................. 69

H. Entire Agreement .................................................................................................. 69

I. Plan Supplement ................................................................................................... 69

J. Non-Severability ................................................................................................... 69

K. Votes Solicited in Good Faith ............................................................................... 70

L. Closing of Chapter 11 Cases ................................................................................. 70

M. Waiver or Estoppel ............................................................................................... 70

N. Creditor Default .................................................................................................... 70

O. 2002 Notice Parties ............................................................................................... 71

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INTRODUCTION

Intrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter

11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged plan

of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in

the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan and

not otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtors

seek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors are

a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan does

not contemplate substantive consolidation of any of the Debtors. Reference is made to the

Disclosure 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, and

certain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and the

classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.

ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ

THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,

PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TO

ACCEPT OR REJECT THE PLAN.

ARTICLE I

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES

A. Defined Terms

1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.

2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 between

the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or

supplemented from time to time).

3. “2025 MTN Issuance Agreement” means a notes program issuance agreement

between, among others, the Company and Swedbank AB as lead arranger, originally dated

February 10, 2012 (in each case, as amended, amended and restated, or supplemented from time

to time).

4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025

Tranche 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 or

supplemented from time to time).

6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate medium

term notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023

with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.

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7. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-term

notes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023

with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.

8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate medium

term notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June

2018 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 the

Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or

supplemented from time to time).

11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notes

due 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notes

program issuance agreement between, among others, the Company and Swedbank AB as lead

arranger, originally dated 10 February 2012 (in each case, as amended, amended and restated or

supplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027

Eurobonds Indenture.

12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019

between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated

or 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, 2022

between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated

or supplemented from time to time).

15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-Up

Agreement.

16. “Additional Backstop Provider” means any person who accedes to the Backstop

Agreement and Lock-Up Agreement as a Backstop Provider on or after the date of the Backstop

Agreement.

17. “Additional Consenting Noteholders” means any person which has become a

Consenting Noteholder in accordance with the Lock-Up Agreement on or after the effective date

of the Lock-Up Agreement.

18. “Additional Participating Lender” means any person which has become a

Participating Lender in accordance with the Lock-Up Agreement on or after the effective date of

the Lock-Up Agreement.

19. “Administrative Claim” means a Claim for costs and expenses of administration of

the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the

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Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after

the Petition Date until and including the Effective Date of preserving the Estates and operating the

Debtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees and

charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the

United States Code; and (e) the Restructuring Expenses.

20. “Administrative Claims Bar Date” means the deadline for Filing requests for

payment of Administrative Claims, which: (a) with respect to Administrative Claims other than

Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to

Professional 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. With

respect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if the

Entity were a Debtor.

22. “Agents” means, collectively, the RCF Facility Agent, the agent under the Senior

Secured 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 Restructuring

Transactions as agreed in accordance with the Lock-Up Agreement.

25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under the

Bankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than with

respect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proof

of Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine

to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under

applicable non-bankruptcy law.

26. “Amended and Restated Senior Secured Term Loan” means the credit facility

amending the Senior Secured Term Loan as provided under the Amended Senior Secured Term

Loan Credit Agreement.

27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means the

definitive credit agreement governing the Amended Senior Secured Term Loan, which shall be

consistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.

28. “Amended and Restated Senior Secured Term Loan Term Sheet” means the

Amended 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 the

Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or

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applicable 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 Disclosure

Statement, dated on July 10, 2024, setting out the terms of the backstop commitments provided by

the Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may be

further amended, restated, amended and restated, modified or supplemented from time to time in

accordance with the terms thereof).

33. “Backstop Fee” means the fee to be provided to the Backstop Providers in

accordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of New

Money Notes.

34. “Backstop Providers” means, collectively, (a) each person identified as such in a

signature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time of

their 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 Southern

District of Texas, Houston Division or such other court having jurisdiction over the Chapter 11

Cases.

37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as

promulgated by the United States Supreme Court under section 2075 of title 28 of the United States

Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers

rules 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 equivalent

thereof, 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 character

whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,

suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or

unsecured, 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 arising

under any state or federal law or regulation of the United States of America or of any law or

regulation 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 breach

of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner

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arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of

state 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 Claim

pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, including

fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy

Code; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other Avoidance

Action.

41. “Certificate” means any instrument evidencing a Claim or Interest.

42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, any

case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court

and (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 cases

pending 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, in

its capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of the

Bankruptcy Court.

45. “Claims Register” means the official register of Claims and Interests in the Debtors

maintained by the Claims and Noticing Agent.

46. “Class” means a class of Claims or Interests, as set forth in Article III hereof

pursuant to section 1122(a) of the Bankruptcy Code.

47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case

Filing system.

48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuant

to Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at which

the Debtors seek entry of the Combined Order.

49. “Combined Order” means the order of the Bankruptcy Court confirming this Plan

pursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant to

section 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including the

Backstop Fee.

50. “Company” means Intrum AB (publ), a public limited liability company registered

under the laws of Sweden with registration number 556607-7581.

51. “Confirmation” means entry of the Combined Order on the docket of the Chapter

11 Cases.

52. “Confirmation Date” means the date on which the Bankruptcy Court enters the

Combined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules

5003 and 9021.

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53. “Consent Fee Eligible Consenting Eurobond Noteholder” means a Consenting

Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to

the Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as defined

in the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breached

the Lock-Up Agreement prior to, the Effective Date.

54. “Consent Fee Eligible Participating Lender” means: (i) each Original Participating

Lender; and (ii) each Participating Lender (other than an Original Participating Lender) who

becomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in the

Lock-Up Agreement), and remains a Participating Lender on, and has not materially breached the

Lock-Up Agreement prior to, the Effective Date.

55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditor

may be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the context

requires.

56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) any

Holder of Notes Claims which has become an Additional Consenting Noteholder in accordance

with the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in each

case, 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 Original

Consenting Noteholder identified as a member of the Core Noteholder Group in its signature page

to 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 applicable

counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease

assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not

required 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 the

Distribution of other property (as the parties may agree or the Bankruptcy Court may order), as

necessary to (a) Cure a monetary default by the Debtor in accordance with the terms of an

Executory Contract or Unexpired Lease and (b) permit the Debtor to assume such Executory

Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the payment

of Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code to

Reinstate 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.C

herein.

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65. “Definitive Documents” means the definitive documents and agreements governing

the Restructuring Transactions (including any related orders, agreements, instruments, schedules,

or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or

supplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and other

documents and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the Plan

Supplement (and all exhibits and other documents and instruments related thereto and included

therein); (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 Transaction

Documents; (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, or

pleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (or

equivalent, as applicable) in these Chapter 11 Cases, the Swedish Company Reorganisation

Process, or any related proceeding, including any motion, brief, or pleading seeking approval or

confirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subject

to the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as set

forth in the Lock-Up Agreement.

66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, dated

as 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 is

prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any

other applicable law.

67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is not

Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as

applicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwise

made a written request to a Debtor for payment, without any further notice to or action, order, or

approval of the Bankruptcy Court.

68. “Distribution” means a distribution made or facilitated by a Distribution Agent

pursuant to the Plan.

69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity

the 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 dates

determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon which

the Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receive

Distributions under the Plan.

71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September

2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-Up

Agreement.

72. “Early Bird Eligible Consenting Eurobond Noteholder” means a Consenting

Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to

the Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee Deadline

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and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreement

prior to, the Effective Date.

73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird Eligible

Consenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of the

aggregate 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 detail

in the Lock-Up Agreement.

74. “Effective Date” means the date that is the first Business Day after the Confirmation

Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article

IX.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-Stop

Time 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 Effective

Date set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a manner

reasonably acceptable to the party delivering such notice and that they will not waive such

condition precedent.

76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTN

Holder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to

0.25% 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 the

Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible Consenting

Eurobond 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 further

detail 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 2027

Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.

82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or such

other Entity as may be agreed between the Company, the Majority Participating Lenders and the

Majority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Plan

consistent 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 the

Exchange Notes.

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84. “Exculpated Party” means, collectively, and in each case in its capacity as such

and, 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 Debtors

is 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 outstanding

ordinary shares or shares of common stock, preferred stock, or other instrument evidencing an

ownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybased

awards, or contractual rights to purchase or acquire such interests at any time and all rights

arising with respect thereto that existed immediately before the Effective Date.

88. “Facility Agreement” means the revolving facility agreement originally dated 6

December 2019 between, among others, the Company, Lock TopCo AS, a private limited liability

company (aksjeselskap) registered under the laws of Norway with registration number 913 852

508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended and

restated, modified or supplemented from time to time, including by an amendment and restatement

deed dated 7 December 2020, and including all exhibits and other documents and instruments

related thereto).

89. “Facility Agreement Amendments Documents” means the SSRCF Credit

Agreement and any and all documents (other than the Notes Amendments Documents, the New

Money 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, for

the avoidance of doubt, each be a Facility Agreement Amendments Document) required to effect

the amendment of the Facility Agreement in accordance with the Lock-Up Agreement.

90. “Facility Agreement Documents” means, collectively, the Facility Agreement and

all other agreements, documents, and instruments delivered or entered into in connection

therewith.

91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with

the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and Noticing

Agent 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 competent

jurisdiction with respect to the relevant subject matter that has not been reversed, modified or

amended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for new

trial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding for

a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been

taken or any petition for certiorari that has been or may be Filed has been withdrawn with

prejudice, resolved by the highest court to which the order could be appealed or from which

certiorari could be sought, or the new trial, reargument or rehearing shall have been denied,

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resulted 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 any

analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not

preclude such order from being a Final Order.

94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use of

Cash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant

to 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 Bankruptcy

Rule 4001(b).

95. “First Day Orders” means any interim or Final Order of the Bankruptcy Court

granting the relief requested in the First Day Pleadings (as may be amended, supplemented or

modified from time to time).

96. “First Day Pleadings” means all motions, applications, notices or other pleadings

that the Debtors File or propose to File in connection with the commencement of the Chapter 11

Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modified

from time to time), including the proposed First Day Orders.

97. “General Unsecured Claim” means any Claim that is not a Secured Claim, other

than (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) Notes

Claims.

98. “Governmental Unit” has the meaning set forth in section 101(27) of the

Bankruptcy Code.

99. “HoldCo” means Intrum Investments and Financing AB, a company registered

under the laws of Sweden with registration number 559481-4906.

100. “Holder” means any Entity that is the record or beneficial owner of any Claim or

Interest, including any nominees, investment managers, investment advisors, sub-advisors, or

managers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim or

Interest.

101. “Holding Period Trust” means a trust to be established on customary terms for a

fixed period of twelve months following the Effective Date to hold certain Distributions in

accordance with the Lock-Up Agreement.

102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims

or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

103. “Indemnification Provisions” means each of the Debtors’ indemnification

provisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, other

formation 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 former

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directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’

respective Affiliates.

104. “Insurance Policies” means all insurance policies issued or providing coverage at

any time to any of the Debtors or any of their predecessors and all agreements, documents, letters

of indemnity, or instruments relating thereto.

105. “Insurer” means any company or other entity that has issued or entered into an

Insurance Policy, any third-party administrator, and any respective predecessors or affiliates

thereof.

106. “Intercompany Claim” means any Claim against a Debtor held by another Debtor

or 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 June

26, 2017 between, amongst others, the Company and the Security Agent (as amended,

supplemented, or restated from time to time, including by amendment agreement dated January

15, 2020).

109. “Interest” means the common stock, preferred stock, limited liability company

interests, and any other equity, ownership, or profits interests of any Debtor, including, without

limitation, 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 interests

of 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 controlled

by 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 validly

adopted, 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 version

of which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and among

the Company and the Consenting Creditors and the other parties who signed the signature pages

thereto, including all exhibits and attachments thereto, as amended pursuant to an amendment and

restatement agreement dated August 15, 2024, as may be further amended, restated, amended and

restated, modified, or supplemented from time to time in accordance with the terms thereof.

115. “Locked-Up Facility Agreements Debt” means, in relation to:

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(a) an Original Participating Lender, the amount of RCF Claims held by that Participating

Lender from time to time, including: (i) the amount of RCF Claims stated in the most

recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that

Original Participating Lender to the Information Agent (as defined in the Lock-Up

Agreement) in accordance with the Lock-Up Agreement or, if the Original

Participating 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), the

amount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of the

LUA Amendment and Restatement Agreement to 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 Second Effective Date (as

defined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that become

locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already

reflected in Schedule 1 of the LUA Amendment and Restatement Agreement or such

Original Participating Lender’s most recent Confidential Annexure (if any); and

(b) a Participating Lender other than an Original Participating Lender, the amount of RCF

Claims held by that Participating Lender from time to time, including: (i) the amount

of 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 (as

defined 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 the

Lock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-up

pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflected

in such Participating Lender's most recent Confidential Annexure (as defined in the

Lock-Up Agreement)).

116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, the

amount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) the

amount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accrued

and unpaid interest (including any default interest) thereon and the principal amounts of any other

Notes 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 Qualified

Market-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims that

have become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not

already reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to the

extent not reduced or transferred by such Consenting Noteholder under and in accordance with the

Lock-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 defined

in 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 (whether

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pursuant to a single extension or multiple extensions) with the agreement of each of the Company

and the Majority Consenting Creditors; provided that such date shall not be extended beyond May

31, 2025 without the prior written consent of all Consenting Creditors.

118. “LUA Amendment and Restatement Agreement” means the amendment and

restatement 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 the

Company and dated not more than 10 days before the Effective Date confirming that the Company

has continued to comply with each of the restrictions and covenants set out in the Lock-Up

Agreement (as they apply to the Company and to the Company’s obligations to procure

compliance by each other member of the Group (as defined in the Lock-Up Agreement) with any

such restrictions and covenants) in all material respects since the termination of the Lock-Up

Agreement or where the Company failed to comply with any such restriction or covenant (or such

obligation to procure) set out in the Lock-Up Agreement in any material respect and where failure

to comply was capable of remedy, such failure to comply was remedied within five (5) Business

Days of the date on which the Company became aware of the failure to comply or the Majority

Core Noteholder Group or the Majority Participating Lenders delivered a notice to the Company

alleging 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 Noteholders

and (b) the Majority Participating Lenders.

121. “Majority Consenting Noteholders” means Consenting Noteholders whose

Locked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debt

held by all Consenting Noteholders at the relevant time.

122. “Majority Core Noteholder Group” means one or more members of the Core

Noteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents more

than 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core Noteholder

Group 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-Up

Facility 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 each

MTN Issuance including, for the avoidance of doubt, any final terms.

126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and each

of the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individually

as an “MTN Issuance”.

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127. “New Money Documents” means any and all documents (other than the Facility

Agreement Amendments Documents, the Notes Amendments Documents, and the Restructuring

Documents) required to effect the issuance of the New Money Notes in accordance with, and in

terms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the Restructuring

Implementation Deed, which the Debtors and the Consenting Creditors anticipate will include,

without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes Purchase

Agreement; 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 New

Money Notes Indenture.

129. “New Money Notes Indenture” means the indenture to be entered into relating to

the New Money Notes between, among others, the issuer of the New Money Notes, the guarantors

party thereto, the trustee and the security agent thereto.

130. “New Money Notes Purchase Agreement” means the note purchase agreement to

be entered into between, among others, the issuer of the New Money Notes, the guarantors party

thereto and each purchaser of New Money Notes party thereto.

131. “New Security Documents” means each document governing security to be granted

in accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the Exchange

Notes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, the

Restructuring Implementation Deed, and the Agreed Steps Plan.

132. “Nominee” means, with respect to each Consenting Creditor and, for the purposes

of the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as defined

in the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other related

person approved by the Company (acting reasonably and in good faith) to receive any of its

entitlements or rights and obligations pursuant to the Restructuring Transactions to the fullest

extent permitted by applicable law; provided that each such Consenting Creditor (or Backstop

Provider, as the case may be) still remains and shall remain liable and responsible for the

performance of all obligations assumed by any such person on its behalf and non-performance by

any such person of any obligations of a Consenting Creditor shall not relieve such Consenting

Creditor 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 fully

diluted basis, on the terms set out more fully in the Lock-Up Agreement, the. Restructuring

Implementation Deed, and the Agreed Steps Plan.

134. “Noteholder Record Date” means such date and time as shall be agreed between

the Company and the Majority Core Noteholder Group (each using their reasonable endeavors to

ensure 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 remain

outstanding as of the Petition Date.

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136. “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 the

Notes 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 counsel

retained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legal

counsel to the Notes Ad Hoc Group.

139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited or

any successor financial advisor to the Notes Ad Hoc Group.

140. “Notes Amendments Documents” means any and all documents, agreements and

instruments (other than the Facility Agreement Amendments Documents and the New Money

Documents), including the Exchange Notes Indenture, required to propose, implement and

consummate the exchange of the Notes in accordance with the Lock-Up Agreement, the Agreed

Steps Plan, and the Restructuring Implementation Deed.

141. “Notes Claims” means Claims on account of the Notes.2

142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTN

Agent (if any).

143. “Original Consenting Noteholders” means each Noteholder (as defined in the

Lock-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 a

Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy

Code.

146. “Other Secured Claim” means any Secured Claim against the Debtors other than

the 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 the

Additional Participating Lenders.

2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.

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150. “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 Holders

and 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 11

Cases.

155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplemented

from time to time in accordance with the terms hereof, including the Plan Supplement and all

exhibits, supplements, appendices, and schedules.

156. “Plan Supplement” means any supplemental appendix to the Plan, containing

certain documents and forms of documents, schedules, and exhibits relevant to the implementation

of the Plan, as may be amended, modified or supplemented from time to time in accordance with

the terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, the

Bankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with the

Bankruptcy 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 Facility

Agreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 Eurobond

Indenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.

160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind

specified in section 507(a)(8) of the Bankruptcy Code.

161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claim

or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or

Allowed Interests in that Class.

162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant to

a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be

compensated 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 has

been 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 Fee

Claims and other unpaid fees and expenses the Professionals estimate they have incurred or will

incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates

Professionals shall deliver to the Debtors as set forth in Article II.B of the Plan.

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164. “Professional Fee Claim” means any Administrative Claim for the compensation

of Professionals and the reimbursement of expenses incurred by such Professionals through and

including the Confirmation Date to the extent such fees and expenses have not been paid pursuant

to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a

Final Order any amount of a Professional’s requested fees and expenses, then the amount by which

such 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 with

Cash 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 the

Chapter 11 Cases.

167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, or

arising under the Facility Agreement or the Facility Agreement Documents including, for the

avoidance of doubt, all Ancillary Facility Claims.3

168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date in

accordance 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 as

defined in, the Facility Agreement.

170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCF

Facility Agent including, but not limited to, in connection with the negotiation and implementation

of 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 Facility

Agent in each applicable jurisdiction.

171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone

1 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 Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date

payable in accordance with the Lock-Up Agreement and subject to the occurrence of the Effective

Date.

173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.

174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and

Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124

of the Bankruptcy Code.

3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.

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175. “Rejected Executory Contract and Unexpired Lease List” means the list, as

determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and

Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list

shall be included in the Plan Supplement.

176. “Related Party” means, each of, and in each case in its capacity as such, current

and former directors, managers, officers, control persons, investment committee members,

members of any governing body, equity holders (regardless of whether such interests are held

directly or indirectly), interest holders, affiliated investment funds or investment vehicles,

managed accounts, or funds (including any beneficial holder for the account of whom such funds

are managed), predecessors, participants, successors, assigns, subsidiaries, partners, limited

partners, general partners, principals, members, employees, agents, advisory board members,

financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and

other professionals and advisors (including any attorneys or professionals retained by any current

or 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 the

Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc group

and its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than General

Unsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders of

Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) 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 capacity as such) of each Entity

in clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a Released

Party if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordance

with the Solicitation Materials provided to such party and the Scheduling Order; or (y) timely

objects to the releases contained in Article VIII hereof and such objection is not resolved before

Confirmation; provided, further, that for the avoidance of doubt, any opt-out election made by a

Consenting 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 of

the Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc

Group and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims

other than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (other

than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity as

such) 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 capacity

as such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entity

shall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in Article

VIII hereof in accordance with the Solicitation Materials provided to such party and the Scheduling

Order; or (y) timely objects to the releases contained in Article VIII hereof and such objection is

not resolved before Confirmation.

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179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by

merger, amalgamation, consolidation, or otherwise, on and after the Effective Date.

180. “Restructuring Expenses” means all reasonably incurred, documented and invoiced

and outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc Group

Advisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, and

the SteerCo Advisors accrued since the inception of their respective engagements (whether

invoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCF

SteerCo 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 out

the steps to implement the Plan as agreed to by the Majority Core Noteholder Group and the

Majority 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, contemplated

by, 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 terms

and conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. The

Rights Offering will be backstopped by the Backstop Providers on the terms set forth in the

Backstop Agreement.

184. “Rights Offering Documents” means collectively the Backstop Agreement and any

and all other agreements, documents, and instruments delivered or entered into in connection with

the Rights Offering, including the Rights Offering Procedures.

185. “Rights Offering Procedures” means those certain rights offering procedures with

respect to the Rights Offering, which rights offering procedures shall be set forth in the Rights

Offering Documents.

186. “Schedule of Retained Causes of Action” means the schedule of Causes of Action

of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may

be amended, modified, or supplemented from time to time, which shall be included in the Plan

Supplement.

187. “Scheduling Order” means the order of the Bankruptcy Court setting the Combined

Hearing 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 of

the Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable

Law or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuant

to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the

Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as

determined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuant

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to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance of

doubt, 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 as

defined in, the Intercreditor Agreement.

192. “Security Agent Counsel” means the legal counsel engaged by the Security Agent

including, but not limited to, in connection with the negotiation and implementation of 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 Security Agent in each

applicable jurisdiction.

193. “Senior Secured Term Loan” means the €100 million term loan facility made

available to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facility

agreement dated 10 November 2023.

194. “Senior Secured Term Loan Consent Letter” means the consent request letter

relating to the Senior Term Loan Agreement dated December 9, 2024, between the Company and

the 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 Secured

Term 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 Shearman

Sterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in each

case 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 MTN

Holder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% of

the aggregate principal amount of its Notes in that MTN Issuance.

200. “Solicitation Materials” means any materials used in connection with solicitation

of votes on the Plan, including the Disclosure Statement, and any procedures established by the

Bankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-Party

Release.

201. “SSRCF” means the credit facility provided for under the SSRCF Credit

Agreement.

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202. “SSRCF Credit Agreement” means the definitive credit agreement governing the

SSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around the

Effective Date.

203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo Financial

Advisors.

204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associated

firms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained by

the 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 Notes

Claims consistent with the Lock-Up Agreement and the Rights Offering Documents to participate

in the Rights Offering.

207. “Swedish Company Reorganisation Process” means a Swedish company

reorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish Company

Reorganisation 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 Company

and issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a request

for plan negotiations (including the Swedish Reorganisation Plan) in the Swedish Company

Reorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditors

have approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisite

majorities required for the confirmation of the Swedish Reorganisation Process; and (d) there are

no events or circumstances (including but not limited to actual or potential appeals) existing which

would or could reasonably prevent the Swedish Reorganisation Plan from being approved by the

court by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of the

Bankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring Effective

Date (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) the

Swedish Reorganisation Process; (4) no event or circumstance has occurred which would or could

reasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) from

being implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in the

Lock-Up Agreement) has not occurred, and the Company does not reasonably believe any such

Material Adverse Effect will occur before September 30, 2025.

210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with the

Swedish Court, to be approved by affected parties (or a sufficient majority of classes), and

ultimately confirmed by the Swedish Court as part of the Swedish Company Reorganisation

Process.

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211. “Swedish Reorganisation Plan Confirmation” means the decision by the Swedish

Court 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 set

forth 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 Notes

Amendments 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) all

documents required to effectuate the Noteholder Ordinary Share issuance.

214. “Unexpired Lease” means a lease of nonresidential real property to which one or

more of the Debtors is a party that is subject to assumption or rejection under section 365 of the

Bankruptcy Code.

215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the

meaning of section 1124 of the Bankruptcy Code.

216. “U.S. Trustee” means the Office of the United States Trustee for the Southern

District of Texas.

B. Rules of Interpretation; Computation of Time

For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the

singular or the plural, shall include both the singular and the plural, and pronouns stated in the

masculine, 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 and

conditions means that such document shall be substantially in such form or substantially on such

terms 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 may

be amended, modified, or supplemented; (d) unless otherwise specified, where a document or

agreement referred to in this Plan is terminated on or before the Effective Date, a reference to such

document or agreement shall be a reference to the document or agreement as it stood immediately

prior 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 portion

of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of

reference 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 the

Bankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwise

defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning

assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) references

to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket

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numbers 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 to

the Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions may

be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with

the overall purpose and intent of the Plan all without further notice to or action, order, or approval

of the Bankruptcy Court or any other Entity; provided, however, that no effectuating provision

shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any

party.

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 a

transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then

such transaction shall instead occur on the next succeeding Business Day.

C. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy

Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New

York, 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, or

contracts executed or entered into in connection with the Plan (except as with respect to the

documents entered into to effect the Swedish Company Reorganisation Process, in which case

Swedish law shall control, or as otherwise set forth in those agreements, in which case the

governing law of such agreement shall control); provided, however, that corporate governance

matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the

laws of the jurisdiction of incorporation or formation of the relevant Debtor or Reorganized

Debtor, as applicable.

D. Reference to Monetary Figures

All references in the Plan to monetary figures refer to currency of the United States of

America, unless otherwise expressly provided.

E. Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan

to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors to

the extent the context requires.

F. Consent and Consultation Rights

Notwithstanding anything in this Plan, the Disclosure Statement, or the Combined Order

to 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 form

and substance of this Plan, any Definitive Document, any Transaction Document, all exhibits to

the Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect to

the implementation of the Plan and the Restructuring Transactions, including any amendments,

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restatements, supplements, or other modifications to such agreements and documents, and any

consents, waivers, or other deviations under or from any such documents, shall be incorporated

herein by this reference (including with respect to the applicable definitions in Article I.A) and be

fully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred to

in the immediately preceding sentence as such rights relate to any document referenced in the

Lock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impair

such rights and obligations. In case of a conflict between the consent rights of the parties to the

Lock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-Up

Agreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consent

rights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or the

Combined Order, the consent rights in the Lock-Up Agreement and/or Restructuring

Implementation Deed shall control.

G. Controlling Document

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms

of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the

Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless

stated otherwise in such Plan Supplement document or the Combined Order). In the event of any

inconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,

and the Combined Order, the Combined Order shall control.

ARTICLE II

ADMINISTRATIVE AND PRIORITY CLAIMS

In 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 excluded

from the Classes of Claims set forth in Article III of the Plan.

A. Administrative Claims

Except with respect to Administrative Claims that are Professional Fee Claims or Backstop

Fees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the

Debtors or the Reorganized Debtors, as applicable, each Holder of an Allowed Administrative

Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant

to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final

satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such

Allowed Administrative Claim in accordance with the following: (a) if an Administrative Claim

is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably

practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as

soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of

the Effective Date, no later than 30 days after the date on which an order Allowing such

Administrative 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 ordinary

course of their business after the Petition Date in accordance with the terms and conditions of the

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particular transaction giving rise to such Allowed Administrative Claim without any further action

by the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms as

may 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 to

Administrative Claims that are Professional Fee Claims or Backstop Fees requests for payment of

Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors

pursuant to the procedures specified in the Combined Order and the notice of entry of the

Combined Order no later than the Administrative Claims Bar Date. Holders of Administrative

Claims that are required to, but do not, File and serve a request for payment of such Administrative

Claims by such date shall be forever barred, estopped, and enjoined from asserting such

Administrative Claims against the Debtors, the Reorganized Debtors, or their property and such

Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such

requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the

requesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, no

request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with

respect 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 New

Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid in

Cash to each Backstop Provider in accordance with the Backstop Agreement.

B. Professional Fee Claims

1. Professional Fee Claims

All applications for final allowance of Professional Fee Claims must be Filed and served

on the Reorganized Debtors and such other Entities who are designated in the Combined Order no

later than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to the

Professionals shall be paid in Cash to such Professionals from funds held in the Professional Fee

Escrow Account after such Claims are Allowed by a Final Order. After all Allowed Professional

Fee Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow

Account shall be returned to the Reorganized Debtors. To the extent that the funds held in the

Professional Fee Escrow Account are unable to satisfy the amount of Allowed Professional Fee

Claims 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 Reorganized

Debtors and the requesting Professional by no later than thirty (30) days after the Filing of the

applicable final application for payment of the Professional Fee Claim. Each Holder of an Allowed

Professional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including from

the Professional Fee Escrow Account, within five (5) Business Days after entry of the order

approving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingle

any funds contained in the Professional Fee Escrow Account and shall use such funds to pay only

the Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.

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Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional Fee

Escrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or be

construed as a cap or limitation on the amount of Professional Fee Claims due and payable by the

Debtors or the Reorganized Debtors.

2. Professional Fee Escrow Account

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall

establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee

Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefit

of the Professionals. Such funds shall not be considered property of the Estates of the Debtors or

the Reorganized Debtors.

3. Professional Fee Escrow Amount

To receive payment for unbilled fees and expenses incurred through the Effective Date, the

Professionals shall estimate in good faith their Professional Fee Claims (taking into account any

retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors at

least three (3) calendar days prior to the Confirmation Date. If a Professional does not provide

such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such

Professional; provided that such estimate shall not be considered an admission or limitation with

respect to the fees and expenses of such Professional. The total amount so estimated as of the

Effective Date shall comprise the Professional Fee Amount.

4. Post-Confirmation Date Fees and Expenses

Upon the Confirmation Date, any requirement that Professionals comply with sections 327

through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services

rendered 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 ordinary

course of business without any further notice to or action, order, or approval of the Bankruptcy

Court, including with respect to any transaction, reorganization, or success fees payable by virtue

of Consummation of this Plan.

C. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less

favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in

exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim

shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy

Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest

on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and

1129(a)(9)(C) of the Bankruptcy Code.

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D. Restructuring Expenses

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 not previously paid during

the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-Up

Agreement and the Restructuring Implementation Deed, without any requirement (i) to File a fee

application 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 the

Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be

delivered 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 with

respect to such Restructuring Expenses. From and after the Petition Date, the Debtors and the

Reorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-Up

Agreement, the Restructuring Implementation Deed, and otherwise in the ordinary course the

Restructuring Expenses whether incurred before, on, or after the Effective Date. On or prior to

the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring

Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to the 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.

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 Reorganized

Debtors, 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 in

accordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shall

not be paid until the dispute is resolved.

ARTICLE III

CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

Except for the Claims addressed in Article II of the Plan, all Claims and Interests are

classified 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 Interest

qualifies within the description of that Class and is classified in other Classes to the extent that any

portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or

an Interest also is classified in a particular Class for the purpose of receiving Distributions under

the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class

and 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 of

certain Claims against and Interests in each Debtor pursuant to the Plan.

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Class Claim/Interest Status Voting Rights

1. Other Secured Claims Unimpaired Presumed to Accept

2. Other Priority Claims Unimpaired Presumed to Accept

3. RCF Claims Impaired Entitled to Vote

4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept

5. Notes Claims Impaired Entitled to Vote

6. General Unsecured Claims Unimpaired Presumed to Accept

7. Intercompany Claims Unimpaired /

Impaired

Presumed to Accept

/ Deemed to Reject

8. Existing Equity Interests Unimpaired Presumed to Accept

9. Intercompany Interests Unimpaired /

Impaired

Presumed to Accept

/ Deemed to Reject

B. Treatment of Classes of Claims and Interests

Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under

the Plan the treatment described below in full and final satisfaction, settlement, release, and

discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the

extent 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 otherwise

indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such

treatment 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 any

Debtor.

(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,

at the option of the applicable Debtor or Reorganized Debtor, with the

consent of the Majority Participating Lenders and the Majority Core

Noteholder 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 Claim

Unimpaired in accordance with section 1124 of the Bankruptcy

Code.

(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed Other

Secured Claims are conclusively presumed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders are not entitled to vote to accept or reject the Plan.

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2. Class 2 — Other Priority Claims

(a) Classification: Class 2 consists of any Other Priority Claims against any

Debtor.

(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 Other

Priority Claims are conclusively presumed to have accepted the Plan

pursuant 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 aggregate

principal amount outstanding as of the Petition Date plus accrued and

unpaid interest on such principal amount and any other premiums, fees,

costs, or other amounts due and owing pursuant to the applicable Facility

Agreement Documents governing the RCF.

(b) Classification: Class 3 consists of all RCF Claims.

(c) Treatment: In full and final satisfaction, settlement, release, and discharge

of each Allowed RCF Claim, on the Effective Date, each Holder of such

Allowed RCF Claim shall receive its pro rata share of the SSRCF; provided

that notwithstanding the foregoing, all Ancillary Facility Claims shall be

Reinstated and each Ancillary Facility shall continue in accordance with its

terms and constitute an ancillary facility under the SSRCF in accordance

with the terms of the SSRCF Credit Agreement. For the avoidance of doubt,

each Holder of an Ancillary Facility Claim shall retain its rights and claims

under the applicable Ancillary Facility. In addition, each Holder of an

Allowed RCF Claim shall also receive Cash in an amount equal to all

accrued and unpaid interest and all other premiums, fees, costs, or other

amounts due and owing pursuant to, and in accordance with, the applicable

Facility Agreement Documents, and all other premiums, fees, costs, or other

amounts otherwise due and owing pursuant to, and in accordance with the

applicable Facility Agreement Documents shall have been paid, regardless

of when accrued and payable.4

(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims are

entitled 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 due

and owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall include

any amounts due to any agent under any such Facility Agreement Documents.

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4. Class 4 — Senior Secured Term Loan Claims

(a) Classification: Class 4 consists of all Senior Secured Term Loan Claims

against the Debtors.

(b) Treatment: At the option of the Debtors or the Reorganized Debtors, each

Holder will receive (i) payment in full in Cash, or (ii) such Holder will

receive such other treatment so as to render its Allowed Senior Secured

Term Loan Claim Unimpaired pursuant to section 1124 of the Bankruptcy

Code.

(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior Secured

Term Loan Claims are conclusively deemed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders 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 aggregate

principal amount outstanding as of the Petition Date plus accrued and

unpaid interest on such principal amount and any other premiums, fees,

costs, or other amounts due and owing pursuant to the applicable Prepetition

Finance Documents governing the Notes.

(b) Classification: Class 5 consists of all Notes Claims including the

Participating Notes Claims.

(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its pro

rata share of the Exchange Notes (provided that Holders of an Allowed

Notes Claim denominated in SEK shall receive Exchange Notes

denominated in SEK and Holders of an Allowed Notes Claim denominated

in Euro shall receive Exchange Notes denominated in Euro); and (ii) its pro

rata share of the Noteholder Ordinary Shares. Holders of Allowed Notes

Claims will also receive their pro rata share of the Subscription Rights in

accordance with the Lock-Up Agreement and the Rights Offering

Documents. On the Effective Date, each Holder of an Allowed Notes Claim

shall also receive Cash in an amount equal to (i) all accrued and unpaid

interest on the principal amount of such Allowed Notes Claim and (ii) all

other premiums, fees, costs, or other amounts due and owing pursuant to

the applicable Prepetition Finance Documents governing the Notes with

respect to such Notes Claim. In each case, pro rata calculations shall be in

accordance with the definition of the term “Pro Rata Share” in the Lock-Up

Agreement.

(d) Voting: Class 5 is Impaired under the Plan and the Holders of Allowed

Notes Claims are entitled to vote to accept or reject the Plan.

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6. 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 shall

receive either: (i) Reinstatement of such Allowed General Unsecured

Claim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) the

date due in the ordinary course of business in accordance with the terms and

conditions of the particular transaction giving rise to such Allowed General

Unsecured Claim.

(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed General

Unsecured Claims are conclusively deemed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders 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 as

determined by the Debtors or the Reorganized Debtors, as applicable, in

their sole discretion, in accordance with the Lock-Up Agreement, Agreed

Steps Plan and Restructuring Implementation Deed or may be compromised

pursuant to the Swedish Reorganisation Plan.

(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuant

to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to

section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims

are 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 its

Existing Equity Interest Reinstated.

(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing Equity

Interests are conclusively deemed to have accepted the Plan pursuant to

section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not

entitled to vote to accept or reject the Plan.

9. Class 9 —Intercompany Interests

(a) Classification: Class 9 consists of all Intercompany Interests.

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(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,

contributed, set off, settled, cancelled and released, or discharged as

determined by the Debtors or the Reorganized Debtors, as applicable, in

their sole discretion, in accordance with the Agreed Steps Plan.

(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuant

to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to

section 1126(g) of the Bankruptcy Code. Holders of Intercompany Interests

are not entitled to vote to accept or reject the Plan.

C. Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan or the Lock-Up Agreement, nothing under the

Plan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, as

applicable, in respect of any Unimpaired Claims, including all rights in respect of legal and

equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, except

as otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver or

relinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defense

that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim

that is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by the

Plan. 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, and

other legal or equitable defenses that the Debtors had immediately prior to the Petition Date fully

as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and

equitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired by

this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as

if the Chapter 11 Cases had not been commenced.

D. Elimination of Vacant Classes

Any 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 than

zero for voting purposes shall be considered vacant, deemed eliminated from the Plan of such

Debtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposes

of determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Code

with respect to that Class.

E. No Waiver

Nothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s right

to object on any basis to any Disputed Claim.

F. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests

eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted

by such Class.

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G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation

by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B

hereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the

Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve

the right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance with

Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the

Bankruptcy Code requires modification, including by modifying the treatment applicable to a

Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent

permitted by the Bankruptcy Code and the Bankruptcy Rules.

H. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or

Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such

controversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.

I. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests

and the respective Distributions and treatments under the Plan take into account and conform to

the relative priority and rights of the Claims and Interests in each Class in connection with any

contractual, legal, and equitable subordination rights relating thereto, whether arising under

general 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, as

applicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance

with any contractual, legal, or equitable subordination relating thereto.

ARTICLE IV

PROVISIONS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims and Interests

As 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 consideration

for the classification, Distributions, releases, and other benefits provided under the Plan, upon the

Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement

of all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or an

Interest Holder may have with respect to any Allowed Claim or Allowed Interest or any

Distribution to be made on account of such Allowed Claim or Allowed Interest, including pursuant

to 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 compromise

or settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a finding

by the Bankruptcy Court that such compromise, settlement and transactions are in the best interests

of 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 governing

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Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in any

Class are intended to be and shall be final.

B. Restructuring Transactions

On the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into

any transaction, including those transactions set forth in the Lock-Up Agreement and Restructuring

Implementation Deed, and shall take any actions as may be necessary or appropriate to effectuate

the Restructuring Transactions (to the extent not already effected), including, as applicable, to

effectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extent

provided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in the

Definitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,

instruments, Certificates, and other documents required to be issued, transferred, or cancelled

pursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry into

the Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and the

execution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notes

and the execution and delivery of the New Money Notes Indenture and the New Money Notes

Purchase Agreement; (e) the execution and delivery of the New Security Documents and amended

Intercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and the

execution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) the

issuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rights

and agreements and obligations contained in the Lock-Up Agreement.

The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 of

the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate

to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the

Plan, including the Restructuring Transactions.

C. Sources of Consideration for Plan Distributions

1. Issuance of the New Money Notes

The Reorganized Debtors shall consummate the Rights Offering in accordance with the

Rights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in the

Rights Offering shall be allocated among relevant Holders of Notes Claims as of a specified record

date in accordance with the Rights Offering Documents and the Plan, and the allocation of such

Subscription Rights will be exempt from SEC registration under applicable law and shall not

constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any

securities in contravention of any applicable law in any jurisdiction. The Reorganized Debtors

intend to implement the Rights Offering in a manner that shall not cause it to be deemed a public

offering in any jurisdiction.

Holders of the Subscription Rights (or their Nominee) shall receive the opportunity to

subscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the New

Money Notes, the subscription price for which shall be at an issue price of 98% of the face value

of the New Money Notes and, for each Backstop Provider only, less its pro rata share of the

Backstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, the

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Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Notes

has been backstopped in full by the Backstop Providers in accordance with the Backstop

Agreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do not

subscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amounts

in 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 the

terms set forth in the Rights Offering Documents, New Money Notes Indenture, the New Money

Notes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, and

this Plan. The New Money Notes issued to the Backstop Providers (in their capacity as Backstop

Providers) in connection with the Rights Offering (the “Backstopped Notes”) will be issued only

to persons that are: “qualified institutional buyers” (as defined in Rule 144A under the Securities

Act); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities

Act) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code or

section 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outside

of the United States and were not U.S. persons (and were not purchasing for the account or benefit

of 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 action

by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as

applicable) pursuant to, or in connection with, the New Money Notes Indenture, the Security

Documents (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 Reorganized

Debtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by the

Reorganized 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 accordance

with the terms of the New Money Documents, with the priorities established in respect thereof

under applicable non-bankruptcy law and the New Money Documents; (c) shall be deemed

automatically perfected on the Effective Date, subject only to such Liens and security interests as

may be permitted under the New Money Documents; (d) shall not be enjoined or subject to

discharge, impairment, release, avoidance, recharacterization, subordination, or equitable

subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined

Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized

Debtors and the persons and entities granted such Liens and security interests shall be authorized

to make all filings and recordings, and to obtain all governmental approvals and consents necessary

to establish and perfect such Liens and security interests under the provisions of the applicable

state, federal, or other law that would be applicable in the absence of the Plan and the Combined

Order (it being understood that perfection shall occur automatically by virtue of the entry of the

Combined 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 be

necessary 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 the

Backstop Agreement. In consideration for their backstop of the New Money Notes, each Backstop

Provider will receive its pro rata share of the Backstop Fee, as more fully detailed in the Backstop

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Agreement. 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

New Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be

paid in Cash to each Backstop Provider in accordance with the Backstop Agreement and the

Agreed Steps Plan.

2. Equity Issuance

On the Effective Date, the Company will issue the Noteholder Ordinary Shares on a pro

rata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of the

Agreed Steps Plan and Restructuring Implementation Deed.

The Company shall use all reasonable efforts to ensure that, as soon as possible following

the Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through the

facilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Person

shall be required to provide any further evidence other than the Plan or the Combined Order with

respect 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 upon

the Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder Ordinary

Shares 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 Noteholder

Ordinary Shares under the Plan shall be governed by the terms and conditions set forth in the Plan

applicable to such Distribution or issuance and by the terms and conditions of the instruments

evidencing or relating to such Distribution or issuance, which terms and conditions shall bind each

Entity receiving such Distribution or issuance.

The Company shall effect the listing of the Noteholder Ordinary Shares on Nasdaq

Stockholm as soon as reasonably practicable, and in any event, within six (6) weeks following

registration of the issuance of Noteholder Ordinary Shares with the Swedish Companies

Registration Office in accordance with the Lock-Up Agreement, the Restructuring Implementation

Deed, and the Agreed Steps Plan.

3. SSRCF

The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps

Plan and Restructuring Implementation Deed, enter into the Facility Agreement Amendments

Documents on or before the Effective Date, on behalf of themselves and each Holder of RCF

Claims, on the terms set forth in the Facility Agreement Amendments Documents, and which shall

be included in the Plan Supplement. The Facility Agreement will be amended and restated in the

form of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCF

Claims 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 Facility

shall continue in accordance with its terms and constitute an ancillary facility under the SSRCF in

accordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, each

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Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicable

Ancillary Facility.

Confirmation of the Plan shall be deemed approval of the Facility Agreement Amendments

Documents (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 the

Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

documents necessary or appropriate to consummate the applicable Facility Agreement

Amendments Documents without 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 such modifications as may be agreed between the Debtors or Reorganized

Debtors and the RCF SteerCo Group.

On the Effective Date, and without the need for any further corporate action or other action

by Holders of Claims or Interests, all of the Liens and security interests to be granted in accordance

with the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shall

be legal, valid, binding, and enforceable Liens on, and security interests in, the collateral granted

thereunder 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 and

security interests as may be permitted under the Facility Agreement Amendments Documents, and

(d) shall not be subject to recharacterization or equitable subordination for any purposes

whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the persons

and entities granted such Liens and security interests shall be authorized to make all filings and

recordings, and to obtain all governmental approvals and consents necessary to establish and

perfect such Liens and security interests under the provisions of the applicable state, federal, or

other law that would be applicable in the absence of the Plan and the Combined Order (it being

understood that perfection shall occur automatically by virtue of the entry of the Combined 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 be necessary under

applicable law to give notice of such Liens and security interests to third parties.

4. Amended Senior Secured Term Loan

In order to facilitate the consummation of the Restructuring Transactions, and as a goodfaith

and reasonable compromise and settlement of any objections of the holders of Senior Secured

Term Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtors

or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and the

Restructuring Implementation Deed, enter into the Amended Senior Secured Term Loan and

related 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 Term

Loan Credit Agreement (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 the

Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

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documents necessary or appropriate to consummate the Amended Senior Secured Term Loan

Credit Agreement without 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 such modifications as may be agreed between the Debtors or Reorganized Debtors and

the applicable holders of Senior Secured Term Loan Claims.

On the Effective Date, and without the need for any further corporate action or other action

by holders of Claims or Interests, all of the Liens and security interests to be granted in accordance

with 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 granted

thereunder in accordance with the terms of the Amended Senior Secured Term Loan Credit

Agreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)

shall be deemed automatically perfected on the Effective Date, subject only to such Liens and

security interests as may be permitted under the Plan, the Amended Senior Secured Term Loan

Credit Agreement, the Restructuring Implementation Deed, and the amended Intercreditor

Agreement and (d) shall not be subject to recharacterization or equitable subordination for any

purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances

under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and

the persons and entities granted such Liens and security interests shall be authorized to make all

filings and recordings, and to obtain all governmental approvals and consents necessary to

establish and perfect such Liens and security interests in accordance with the Plan, the Amended

Senior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and the

amended Intercreditor Agreement under the provisions of the applicable state, federal, or other law

that would be applicable in the absence of the Plan and the Confirmation Order (it being understood

that perfection shall occur automatically by virtue of the entry of the Confirmation 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 be necessary under

applicable law to give notice of such Liens and security interests to third parties.

5. Exchange Notes

The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps

Plan and Restructuring Implementation Deed, issue the Exchange Notes on or before the Effective

Date, 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 the

Plan.

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 be

made, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a

non-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

documents necessary or appropriate to consummate the applicable Notes Amendments Documents

without 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 such

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modifications as may be agreed between the Debtors or Reorganized Debtors and the Majority

Core Noteholder Group.

On the Effective Date, and without the need for any further corporate action or other action

by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as

applicable) pursuant to, or in connection with, the Notes Amendments Documents (including any

Liens 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 Debtors

pursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceable

Liens on, and security interests in, the collateral granted thereunder in accordance with the terms

of the Notes Amendments Documents, with the priorities established in respect thereof under

applicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemed

automatically perfected on the Effective Date, subject only to such Liens and security interests as

may be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subject

to discharge, impairment, release, avoidance, recharacterization, subordination, or equitable

subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined

Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized

Debtors and the persons and entities granted such Liens and security interests shall be authorized

to make all filings and recordings, and to obtain all governmental approvals and consents necessary

to establish and perfect such Liens and security interests under the provisions of the applicable

state, federal, or other law that would be applicable in the absence of the Plan and the Combined

Order (it being understood that perfection shall occur automatically by virtue of the entry of the

Combined 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 be

necessary under applicable law to give notice of such Liens and security interests to third parties.

D. Corporate Action

Upon the Effective Date, all actions contemplated under the Plan and all other acts or

actions contemplated or reasonably necessary or appropriate to promptly consummate the

Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the

Effective Date) shall be deemed authorized and approved in all respects, including: (1) the issuance

and Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) the

issuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)

entry into the Amended Senior Secured Term Loan; (6) implementation of the Restructuring

Transactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, or

assumption 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 the

Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized

Debtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall be

in effect, without any requirement of further action by the security holders, directors, or officers

of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the

Effective 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 to

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effect the transactions contemplated under the Plan) in the name of and on behalf of the

Reorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the New

Money Notes, the Facility Agreement Amendments Documents, the Amended Senior Secured

Term Loan, the Transaction Documents, and any and all other agreements, documents, securities,

and instruments relating to the foregoing. The authorizations and approvals contemplated by this

Article 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 Notes

Claims will be deemed to have appointed the Company as its attorney and agent and to have

irrevocably instructed, authorized, directed and empowered the Company (or its authorized

representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any

Transaction Document to which it is party, in each case solely to the extent consistent with the

Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in

the case of Holder of Notes, to take any action necessary to ensure that steps described in the

Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if

necessary updating the books and records of the relevant clearing systems in which the Notes are

held.

E. Corporate Existence

Except as otherwise provided in the Plan or Plan Supplement, each Debtor shall continue

to 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 liability

company, partnership, or other form, as the case may be, pursuant to the applicable law in the

jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the

respective certificate of incorporation and by-laws (or other formation documents) in effect prior

to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other

formation documents) are amended under the Plan or otherwise, and to the extent such documents

are amended, such documents are deemed to be amended pursuant to the Plan and require no

further action or approval (other than any requisite filings required under applicable law).

F. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or the Plan Supplement (including, for the

avoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in any

agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all

property 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 respective

Reorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or other

encumbrances. If the Reorganized Debtors default in performing under the provisions of the Plan

and the Chapter 11 Cases are converted to Chapter 7, all property vested in each Reorganized

Debtor and all subsequently acquired property owned as of or after the conversion date shall revest

and constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after the

Effective Date, except as otherwise provided herein, each Reorganized Debtor may operate its

business 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 free

of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, and

Other Documents

On the Effective Date, except as otherwise provided in the Plan, the Combined Order, any

agreement, 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 other

documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors or

the Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemed

satisfied 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 document

that governs the rights of the Holder of a Claim or Interest shall continue in effect solely for

purposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributions

under the Plan as provided herein, (b) governing the contractual rights and obligations among the

Agents/Trustees and the lenders or Holders party thereto (including, without limitation,

indemnification, expense reimbursement, and Distribution provisions) until the Reorganized

Debtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees

thereunder 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/Trustee

to perform any functions that are necessary to effectuate the immediately foregoing, including

appearing 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 the

Facility Agreement Amendments Documents, solely to the extent set forth in the Lock-Up

Agreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in the

Lock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent set

forth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loan

into the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured Term

Loan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to the

extent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in the

Lock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5

H. Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of

the 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 documents

and take such actions as may be necessary or appropriate to effectuate, implement, and further

evidence the terms and conditions of the Plan, the Transaction Documents, and the securities

issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the

need for any approvals, authorizations, or consents except for those expressly required under the

Plan.

I. Certain Securities Law Matters

5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amended

in accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.

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Except 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 Money

Notes (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 and

the New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of the

Bankruptcy Code shall be exempt from, among other things, the registration requirements of

section 5 of the Securities Act and any other applicable law requiring registration prior to the

offering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section

1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the New

Money Notes (other than the Backstopped Notes) will be freely tradable in the United States by

the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code

relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance

with applicable securities laws and any rules and regulations of the United States Securities and

Exchange Commission, if any, applicable at the time of any future transfer of such Securities or

instruments.

With respect to any Consenting Noteholder who signed the Lock-Up Agreement before the

filing of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) of

the Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notes

and 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 registration

under the Securities Act the issuance and Distribution of such Exchange Notes and the Noteholder

Ordinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable in

the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the

Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities

Act, and compliance with applicable securities laws and any rules and regulations of the United

States Securities and Exchange Commission, if any, applicable at the time of any future transfer

of such Securities or instruments.

The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of the

Securities Act and Regulation S under the Securities Act, or any other available exemption from

registration under the Securities Act, as applicable, to exempt from registration under the Securities

Act 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 “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 Backstop Agreement pursuant to section 4(a)(2) of the

Securities 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). Such

Backstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant to

registration, or an applicable exemption from registration, under the Securities Act and other

applicable law.

J. Section 1146(a) Exemption

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 property under the

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Plan, 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 other

means; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateral

as security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the Exchange

Notes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of any

deed 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 in

connection 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 or

similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial

Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental

assessment, and upon entry of the Combined Order, the appropriate state or local governmental

officials or agents shall forego the collection of any such tax or governmental assessment and

accept for filing and recordation any of the foregoing instruments or other documents without the

payment of any such tax, recordation fee, or governmental assessment. All filing or recording

officers (or any other Person with authority over any of the foregoing), wherever located and by

whomever 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 filing

and recordation any of the foregoing instruments or other documents without the payment of any

such tax or governmental assessment.

K. Employee and Retiree Benefits

All compensation and benefits programs shall be assumed by the Reorganized Debtors and

shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor

such agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant to

section 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 paid

in accordance with applicable law.

L. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall

retain and may enforce all rights to commence and pursue any and all Causes of Action of the

Debtors, whether arising before or after the Petition Date, including any actions specifically

enumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, and

the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be

preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action

released by the Debtors pursuant to the releases and exculpations contained in the Plan, including

in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and

Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance

with the best interests of the Reorganized Debtors. No Entity (other than the Consenting

Creditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,

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or the Disclosure Statement to any Cause of Action against it as any indication that the

Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action

of the Debtors against it. Except as specifically released under the Plan or pursuant to a Final

Order, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecute

any and all Causes of Action against any Entity. Unless any Causes of Action of the Debtors

against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled

in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes

of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of

res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or

otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the

Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtors

notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter

11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code

and except as expressly waived, relinquished, exculpated, released, compromised, or settled in the

Plan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entity

shall 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 to

do any of the foregoing, without the consent or approval of any third party or any further notice to

or action, order, or approval of the Bankruptcy Court.

For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve any

Claims or Causes of Action that have been expressly released by the Debtors pursuant to the Debtor

Release (including, for the avoidance of doubt, Claims against the Consenting Creditors).

ARTICLE V

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein, each Executory Contract and

Unexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor in

accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy

Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired

Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the

subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the

Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or

Unexpired Lease pursuant to which the requested effective date of such rejection is after the

Effective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable to

the Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shall

not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior

written consent (which may be provided through electronic mail) of the Majority Participating

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Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonably

withheld).

Entry of the Combined Order by the Bankruptcy Court shall constitute an order approving

the assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy

Code and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall be

binding and enforceable against the parties thereto in accordance with its terms. For the avoidance

of 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, without

limitation, any termination events or provisions thereunder. On the Effective Date, in accordance

with the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible Participating

Lender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paid

in 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 accordance

with the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible Consenting

Eurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting Eurobond

Noteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, the

Simple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additional

Exchange Notes, in each case to the extent applicable in accordance with the terms of, and

calculated in the manner set forth in the Lock-Up Agreement.

Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Order

approving the assumptions and assumptions and assignments of the Executory Contracts and

Unexpired Leases as set forth in the Plan and the rejections of the Executory Contracts and

Unexpired 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 Executory

Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the

Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and

Unexpired 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 be

fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms

are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and

providing for its assumption under applicable federal law. Notwithstanding anything to the

contrary in the Plan, the Debtors, with the consent (which may be provided through electronic

mail) of the Majority Participating Lenders and the Majority Core Noteholder Group (which

consent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reserve

the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired

Lease List identified in this Article V.A and in the Plan Supplement at any time through and

including 45 days after the Effective Date.

To the extent that any provision in any Executory Contract or Unexpired Lease assumed

or 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 such

Executory Contract or Unexpired Lease (including any “change of control” provision), then such

provision shall be deemed modified such that the transactions contemplated by the Plan shall not

entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such

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Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect

thereto.

B. Indemnification Obligations

On and after the Effective Date, the Indemnification Provisions will be assumed and

irrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, as

applicable, will take any action to amend or restate their respective governance documents before

or 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 Leases

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim

with 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 Court

within 30 days after the later of (1) the Effective Date or (2) entry of an order of the Bankruptcy

Court (including the Combined Order) approving such rejection. Any Claims arising from the

rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court

within such time will be automatically disallowed, forever barred from assertion, and shall

not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their

property without the need for any objection by the Reorganized Debtors or further notice

to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim

arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed

fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a

Proof 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 and

shall be treated in accordance with Article III hereof.

D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed

The Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on the

Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of

payment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwise

agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all

requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be

paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims

and Noticing Agent on or before 30 days after the Effective Date. Any such request that is not

timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and

shall not be enforceable against any Reorganized Debtor, without the need for any objection by

the Reorganized Debtors or any other party in interest or any further notice to or action, order, or

approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and

discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors

ordinary course of business; provided that nothing herein shall prevent the Reorganized Debtors

from paying any Cure Amount despite the failure of the relevant counterparty to File such request

for payment of such Cure. The Reorganized Debtors also may settle any Cure Amount without

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any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any

objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be

Filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objection

will 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. Any

counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the

proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have

consented to such assumption.

If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any

assignee to provide “adequate assurance of future performance” within the meaning of section 365

of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shall

occur 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 the

Debtors (with the consent of the Majority Participating Lenders and the Majority Core Noteholder

Group (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and the

counterparty to the Executory Contract or Unexpired Lease.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or

otherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and at

the time dictated by the Debtors’ ordinary course of business, shall result in the full release and

satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including

defaults of provisions restricting the change in control or ownership interest composition or other

bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at

any time prior to the effective date of assumption. Any and all Proofs of Claim based upon

Executory 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 pursuant

to 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 any

objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.

E. Insurance Policies

Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless

otherwise provided herein or in the Plan Supplement or any document related thereto, on the

Effective 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 Plan

Supplement, the Disclosure Statement, the Combined Order, or any other order of the Bankruptcy

Court (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 of

such Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claims

covered by such Insurance Policies and their right to seek payment or reimbursement from the

Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security

therefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve a

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Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shall

not 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 otherwise

reduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to the

Effective Date, and any directors and officers of the Debtors who served in such capacity at any

time before or after the Effective Date shall be entitled, subject to and in accordance with the terms

and conditions of such Insurance Policy in all respects, to the full benefits of any such Insurance

Policy for the full term of such policy regardless of whether such directors or officers remain in

such 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 the

contrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurance

policies as the Debtors deem necessary, including by purchasing any tail coverage (including,

without limitation, a tail policy).

F. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that

is assumed shall include all modifications, amendments, supplements, restatements, or other

agreements that in any manner affect such Executory Contract or Unexpired Lease, and all

Executory Contracts and Unexpired Leases related thereto, if any, including all easements,

licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is

rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory

Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11

Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired

Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

G. Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the

Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall

constitute an admission by the Debtors that any such contract or lease is in fact an Executory

Contract 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 the

time of assumption or rejection, the Debtors, subject to the consent of the Majority Consenting

Creditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, as

applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its

treatment of such contract or lease under the Plan.

H. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain

jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired

Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

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I. Contracts and Leases Entered into after the Petition Date

Notwithstanding anything contained herein (including any release, discharge, exculpation

or injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,

leases and other documents entered into after the Petition Date by any Debtor, including any

Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the

applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their

business. Accordingly, such contracts, agreements, instruments, certificates, leases and other

documents (including any assumed Executory Contracts and Unexpired Leases) will survive and

remain unaffected by the Plan (including the release, discharge, exculpation and injunction

provisions), the entry of the Combined Order and any other Definitive Documents.

ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions on Account of Claims and Interests Allowed as of the Effective Date

Except as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement by

the Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claim

or Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agent

shall make initial Distributions under the Plan on account of Claims and Interests Allowed on or

before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims and

Interests; provided, however, that (1) Allowed Administrative Claims with respect to liabilities

incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed

by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of

business in accordance with the terms and conditions of any controlling agreements, course of

dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paid

in accordance with Article II.C of the Plan.

B. Rights and Powers of Distribution Agent

1. Powers of the Distribution Agent

The Distribution Agent shall be empowered to: (a) effect all actions and execute all

agreements, 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 respect

to its responsibilities; and (d) exercise such other powers as may be vested in the Distribution

Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Distribution

Agent to be necessary and proper to implement the provisions hereof.

2. Expenses Incurred on or after the Confirmation Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees

and expenses incurred by the Distribution Agent on or after the Confirmation Date (including

taxes) and any reasonable compensation and expense reimbursement claims (including reasonable

attorney fees and expenses) made by the Distribution Agent shall be paid in Cash by the

Reorganized Debtors.

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C. Special Rules for Distributions to Holders of Disputed Claims and Interests

Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the

relevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of the

Bankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respect

to a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim or

Interest have been resolved by settlement or Final Order; provided, however, that if a portion of a

Claim is not Disputed, the Distribution Agent may make a partial Distribution based on such

portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim

or Interest and a Disputed Claim or Interest shall not receive any Distribution on the Allowed

Claim or Interest unless and until all objections to the Disputed Claim or Interest have been

resolved 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 Allowed

Claims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also be

paid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, in

such Class that becomes an Allowed Claim or Interest after the date or dates that such dividends

or other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.

D. Delivery of Distributions

Except as otherwise provided herein (including, for the avoidance of doubt, as set forth in

the foregoing paragraph with respect to Distributions to Holders of RCF Claims and Notes

Claims), and notwithstanding any authority to the contrary, Distributions to Holders of Allowed

Claims, including Claims that become Allowed after the Effective Date, shall be made to Holders

of record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder as

set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in

writing, on or before the date that is 10 days before the Effective Date, of a change of address, to

the changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified and

made 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 of

address 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. Notwithstanding

anything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, the

Reorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever on

account of any Distributions under the Plan, including for the avoidance of doubt, Distributions to

the Holding Period Trust.

1. Compliance Matters

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the

Distribution Agent shall comply with all tax withholding and reporting requirements imposed on

them by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to such

withholding 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 actions

necessary or appropriate to comply with such withholding and reporting requirements, including

liquidating a portion of the Distribution to be made under the Plan to generate sufficient funds to

pay applicable withholding taxes, withholding Distributions pending receipt of information

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necessary to facilitate such Distributions, or establishing any other mechanisms they believe are

reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributions

made under the Plan in compliance with all applicable wage garnishments, alimony, child support,

and other spousal awards, liens, and encumbrances.

2. Foreign Currency Exchange Rate

Except as otherwise provided in a Final Order, as of the Effective Date, any Claim asserted

in currency other than U.S. dollars shall, for the purposes of determining the amount of a

Distribution be automatically deemed converted to the equivalent U.S. dollar value using the

exchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is not

available, as published in The Wall Street Journal, National Edition, as of a date to be agreed by

the Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority Core

Noteholder Group.

3. Undeliverable, and Unclaimed Distributions

(a) Undeliverable Distributions. If any Distribution to a Holder of an Allowed

Claim or Interest is returned to the Distribution Agent as undeliverable, no

further Distributions shall be made to such Holder unless and until the

Distribution Agent is notified in writing of such Holder’s then-current

address or other necessary information for delivery, at which time all

currently due missed Distributions shall be made to such Holder on the next

Distribution Date. Undeliverable Distributions shall remain in the

possession of the Reorganized Debtors until such time as a Distribution

becomes deliverable, or such Distribution reverts to the Reorganized

Debtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shall

not be supplemented with any interest, dividends, or other accruals of any

kind.

(b) Reversion. Any Distribution under the Plan, other than with respect to the

Noteholder Ordinary Shares or Exchange Notes, that is an unclaimed

Distribution for a period of six months after Distribution shall be deemed

unclaimed property under section 347(b) of the Bankruptcy Code and such

unclaimed Distribution shall revest in the applicable Reorganized Debtor

and, to the extent such unclaimed Distribution is not Noteholder Ordinary

Shares or Exchange Notes, as applicable, shall be deemed cancelled. Upon

such revesting, the Claim or Interest of any Holder or its successors with

respect to such property shall be cancelled, discharged, and forever barred

notwithstanding any applicable federal or state escheat, abandoned, or

unclaimed property laws, or any provisions in any document governing the

Distribution that is an unclaimed Distribution, to the contrary.

(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Shares

and Exchange Notes will be issued directly to any Holder of an Allowed

Notes Claim (or its Nominee(s)) that has confirmed its details (including

details of a securities account that is compatible with Euroclear Sweden) to

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the Distribution Agent by no later than the date falling 10 Business Days

prior to the Effective Date (or such other time and date as the Debtor and

the Majority Core Noteholder Group may agree). Any Holder of an Allowed

Notes Claim that has not confirmed its details by this date shall accept that

its pro rata share of the Noteholder Ordinary Shares and Exchange Notes

may instead be transferred to the Holding Period Trust.

If any Holder of an Allowed Notes Claim is unable, owing to fund

constitutional or binding governance reasons, to receive its pro rata share of

the Noteholder Ordinary Shares or Exchange Notes or to nominate a

Nominee to receive its pro rata share of the Noteholder Ordinary Shares or

Exchange Notes, such Noteholder Ordinary Shares or Exchange Notes may

be transferred to the Holding Period Trust. Any unclaimed Noteholder

Ordinary Shares or Exchange Notes held by the trustee at the end of such

fixed period shall be liquidated and the net proceeds held on trust for a

further fixed period for such Holder of an Allowed Notes Claim to claim.

Upon the expiry of the later fixed period, the trustee will deliver any

unclaimed proceeds to the Debtor.

4. Surrender of Cancelled Instruments or Securities

On the Effective Date, each Holder of a Certificate shall be deemed to have surrendered

such Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respect

to 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, this

Article VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.

E. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

A Claim shall be reduced in full, and such Claim shall be disallowed without an objection

to such Claim having to be Filed and without any further notice to or action, order, or approval of

the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on

account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a

Holder of a Claim receives a Distribution on account of such Claim and receives payment from a

party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall

repay, return or deliver any Distribution held by or transferred to the Holder to the applicable

Reorganized Debtor to the extent the Holder’s total recovery on account of such Claim from the

third party and under the Plan exceeds the amount of such Claim as of the date of any such

Distribution 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 the

Reorganized Debtors.

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2. Claims Payable by Insurance Carriers

No Distributions under the Plan shall be made on account of an Allowed Claim that is

payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim

has exhausted all remedies with respect to such insurance policy. To the extent that one or more

of the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court

of competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may be

expunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims and

Noticing Agent without a Claims objection having to be Filed and without any further notice to or

action, order, or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided herein, Distributions to Holders of Allowed Claims shall be

in accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan

shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may

hold against any other Entity, including Insurers under any policies of insurance, nor shall anything

contained herein constitute or be deemed a waiver by such Insurers of any defenses, including

coverage defenses, held by such Insurers.

F. Setoffs

Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to

the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy

law, or as may be agreed to by the Holder of a Claim, may set off or recoup against any Allowed

Claim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to be

made pursuant to the Plan on account of such Allowed Claim (before any Distribution is made on

account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such

Debtor 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 otherwise

compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or

otherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor the

allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such

Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtor

may possess against such Holder; provided, further, that such Holder may contest any such set off

by a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. For

the avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claim

related to such right of set off prior to the Effective Date.

G. Allocation between Principal and Accrued Interest

Except as otherwise provided herein, the aggregate consideration paid to Holders with

respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the

principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if

any, on such Allowed Claim accrued through the Effective Date.

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H. Minimum Distributions

No (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notes

or Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractional

amounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional New

Money Note or Exchange Note under this Plan would otherwise be called for, such payment or

Distribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be rounded

to the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded to

the next lower whole number with no further payment or Distribution therefore. The total number

of authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted as

necessary to account for the foregoing rounding, subject to any minimum denominations required

under 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 of

Noteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment or

Distribution will reflect a rounding down of such fraction to the nearest whole dollar or share of

Noteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares or

less being rounded down.

ARTICLE VII

PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A. Disputed Claims Generally

Notwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forth

in the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection of

an Executory Contract or Unexpired Lease, need not File Proofs of Claim with the Bankruptcy

Court, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolve

any disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not been

commenced. The Holders of Claims other than Claims arising from the rejection of an Executory

Contract or Unexpired Lease shall not be subject to any Claims resolution process in the

Bankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection of

an Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, and

including Claims Filed after the Effective Date, shall be deemed withdrawn. From and after the

Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise any

Claim without approval of the Bankruptcy Court.

B. Objections to Claims

Except insofar as a Claim is Allowed under the Plan, the Debtors or the Reorganized

Debtors, as applicable, shall be entitled to object to Claims. After the Effective Date, the

Reorganized Debtors shall have and retain any and all rights and defenses that the Debtors had

with regard to any Claim or Interest. Any objections to Claims shall be served and Filed on or

before the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixed

by the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or the

Reorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or to

Proof of such Claim.

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C. Estimation of Claims

The Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the

Majority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonably

withheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, and

Disputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Court

estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the

Bankruptcy Code regardless of whether the Debtors previously objected to such Claim or whether

the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain

jurisdiction to estimate any Claim, including, without limitation, at any time during litigation

concerning any objection to any Claim or during the pendency of any appeal relating to any such

objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or

Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim

or a maximum limitation on the Allowed amount of such Claim, as determined by the Bankruptcy

Court. If the estimated amount constitutes a maximum limitation on the Allowed amount of such

Claim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementary

proceedings to object to the allowance of such Claim.

D. Disallowance of Claims

Any 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 sections

522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed

Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may

not receive any Distributions on account of such Claims until such time as such Causes of Action

against that Entity have been settled or a Bankruptcy Court order with respect thereto has been

entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the

Debtors or the Reorganized Debtors.

E. No Distributions Pending Allowance

If an objection, motion to estimate, or other challenge to a Claim is Filed, no payment or

Distribution provided under the Plan shall be made on account of such Claim unless and until (and

only to the extent that) such Disputed Claim becomes an Allowed Claim.

F. Distributions after Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (if

any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the

Plan, including the treatment provisions provided in Article IV of the Plan.

G. Claim Resolution Procedures Cumulative

All of the Claims, objection, estimation, and resolution procedures in the Plan are intended

to be cumulative and not exclusive of one another. Claims may be estimated and subsequently

settled, compromised, withdrawn, or resolved in accordance with the Plan without further notice

or Bankruptcy Court approval.

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H. Single Satisfaction of Claims and Interests

In no case shall the aggregate value of all property received or retained under the Plan on

account of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim or

Interest plus applicable interest required to be paid hereunder, if any.

ARTICLE VIII

EFFECT OF CONFIRMATION OF THE PLAN

A. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise

specifically provided in the Plan or in any contract, instrument, or other agreement or

document created pursuant to the Plan, the Distributions, rights, and treatment that are

provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of

the 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 any

property shall have been distributed or retained pursuant to the Plan on account of such

Claims and Interests, including demands, liabilities, and Causes of Action that arose before

the Effective Date, any liability (including withdrawal liability) to the extent such Claims or

Interests relate to services performed by employees of the Debtors prior to the Effective Date

and that arise from a termination of employment, any contingent or non-contingent liability

on account of representations or warranties issued on or before the Effective Date, and all

debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in

each case whether or not: (a) a Proof of Claim based upon such debt or right is Filed or

deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based

upon 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 Order

shall be a judicial determination of the discharge of all Claims and Interests subject to the

occurrence of the Effective Date.

B. Release of Liens

Except as otherwise provided in or pursuant to the New Security Documents, the

Plan, the Combined Order, or any other contract, instrument, release, or other agreement

or document created pursuant to the Plan, on the Effective Date and concurrently with the

applicable 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 Effective

Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with

Article III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or other

security interests against any property of the Estates or the Debtors' affiliates for the benefit

of Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other security

interests against any property of the Estates shall be fully released and discharged, and all

of 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 and

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assigns, other than, for the avoidance of doubt, the Liens and security interests granted

pursuant to, or in connection with, the Facility Agreement Amendments Documents, the

Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents

or the Security Documents (as defined in the Notes Amendments Documents). Any Holder

of such Secured Claim (and the applicable agents for such Holder) shall be authorized and

directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or

other property of any Debtor (including any cash collateral and possessory collateral) held

by such Holder (and the applicable agents for such Holder), and to take such actions as may

be 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 presentation

or filing of the Combined Order to or with any federal, state, provincial, or local agency or

department shall constitute good and sufficient evidence of, but shall not be required to

effect, the termination of such Liens.

C. Releases by the Debtors

Except 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, as

of 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 any

Avoidance 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 their

own right (whether individually or collectively) or on behalf of the Holder of any Claim or

Cause 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 hereafter

arising in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner

arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring

efforts, intercompany transactions between or among the Debtors or between the Debtors

and 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 Notes

Amendments Documents, the New Money Documents, the New Security Documents, the

Rights Offering Documents, the Restructuring Implementation 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 Agreement Amendments Documents, the

Notes 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 of

Confirmation, the pursuit of Consummation, the administration and implementation of the

Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the

Distribution of property under the Plan, the Lock-Up Agreement, or any other related

agreement, or upon any other act or omission, transaction, agreement, event, or other

occurrence taking place on or before the Effective Date. Notwithstanding anything to the

contrary in the foregoing, the releases set forth above do not release (i) any post-Effective

Date obligations of any party or Entity under the Plan, the Lock-Up Agreement, the

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Restructuring Implementation Deed, the Rights Offering Documents (including the

Backstop Agreement), the Notes Amendments Documents, the New Money Documents, the

New Security Documents, the Definitive Documents, the Facility Agreement Amendments

Documents, or any Restructuring Transaction, or any document, instrument, or agreement

(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) any

Causes of Action specifically retained by the Debtors pursuant to the Schedule of Retained

Causes of Action, (iii) any Cause of Action that is judicially determined by a Final Order to

have constituted actual fraud, willful misconduct gross negligence of an Entity other than a

Debtor, (iv) any Cause of Action against a Released Party arising from any obligations owed

to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not

otherwise 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 and

arising in the ordinary course of business, such as accounts receivable and accounts payable

on account of goods and services being performed, or (vi) any Cause of Action against a

Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed

Claim solely in accordance with the Plan.

D. Releases by Holders of Claims and Interests

Except as otherwise specifically provided in the Plan or the Combined Order, as of

the Effective Date, each Releasing Party is deemed to have released and discharged each

Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether

known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,

existing or hereafter arising in law, equity, contract, tort, or otherwise, including any

derivative claims asserted on behalf of the Debtors, that such Entity would have been legally

entitled to assert (whether individually or collectively), based on or relating to, or in any

manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court

restructuring efforts, intercompany transactions between or among the Debtors or between

the Debtors and 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

Notes Amendments Documents, the New Money Documents, the New Security Documents,

the Rights Offering Documents, the Restructuring Implementation 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 Agreement Amendments Documents, the

Notes 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

of Confirmation, the pursuit of Consummation, the administration and implementation of

the Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the

Distribution of property under the Plan, or the Lock-Up Agreement. Notwithstanding

anything to the contrary in the foregoing, the releases set forth above do not release (i) any

post-Effective Date obligations of any party or Entity under the Plan, any Restructuring

Transaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the Rights

Offering Documents (including the Backstop Agreement), the Notes Amendments

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Documents, the New Money Documents, the New Security Documents, the Definitive

Documents, the Facility Agreement Amendments Documents, or any other document,

instrument, or agreement (including those set forth in the Plan Supplement) executed to

implement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuant

to the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judicially

determined by a Final Order to have constituted actual fraud, willful misconduct, or gross

negligence, (iv) any Cause of Action against a Released Party arising from any obligations

owed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not

otherwise 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 and

arising in the ordinary course of business, such as accounts receivable and accounts payable

on account of goods and services being performed, or (vi) any Cause of Action against a

Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed

Claim solely in accordance with the Plan.

E. Exculpation

Except as otherwise expressly provided in the Plan or the Combined Order, to the

fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each

Exculpated Party is released and exculpated from any and all Causes of Action arising from

the 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 restructuring

efforts, intercompany transactions between or among the Debtors or between the Debtors

and their non-Debtor Affiliates, the Facility Agreement, 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 Notes Amendments Documents, the New Money

Documents, the New Security Documents, the Rights Offering Documents, the Restructuring

Implementation 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 Agreement

Amendments Documents, the Notes Amendments Documents, the New Money Documents,

the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit of

Confirmation, the pursuit of Consummation, the administration and implementation of the

Plan, including the issuance of Securities pursuant to the Plan, or the Distribution of

property under the Plan, the Lock-Up Agreement, or any other related agreement, except

for claims related to any act or omission that is determined in a Final Order to have

constituted actual fraud, willful misconduct, or gross negligence, but in all respects such

Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their

duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon

completion of the Plan shall be deemed to have, participated in good faith and in compliance

with the applicable laws with regard to the solicitation of votes and Distribution of

consideration pursuant to the Plan and, therefore, are not, and on account of such

Distributions shall not be, liable at any time for (i) any post-Effective Date obligations of any

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party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, the

Restructuring Implementation Deed, or any document, instrument, or agreement (including

those set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes of

Action specifically retained by the Debtors pursuant to the Schedule of Retained Causes of

Action, (iii) any Cause of Action (other than a Cause of Action against the Debtors, the

Reorganized Debtors, or any Related Party of the Debtors) unknown to such Exculpated

Party as of the Effective Date that arises out of actual fraud or gross negligence of an Entity

other than such Exculpated Party, or (iv) the violation of any applicable law, rule, or

regulation governing the solicitation of acceptances or rejections of the Plan or such

Distributions made pursuant to the Plan.

F. Injunction

Upon entry of the Combined Order, all Persons and Entities shall be enjoined from

taking any actions to interfere with the implementation or consummation of this Plan or the

vesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtors

pursuant to this Plan.

Except as otherwise specifically provided in the Plan or for obligations issued or

required 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 to

exculpation are permanently enjoined, from and after the Effective Date, from taking 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 other proceeding of

any 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 with

respect to any such claims or interests; (c) creating, perfecting, or enforcing any

encumbrance of any kind against such Entities or the property or the estates of such Entities

on 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 obligation

due from such Entities or against the property of such Entities on account of or in connection

with or with respect to any such claims or interests unless such Holder has Filed a motion

requesting the right to perform such setoff on or before the Effective Date, and

notwithstanding 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 on

account of or in connection with or with respect to any such claims or interests released or

settled pursuant to the Plan.

With respect to any Covered Entity, no Entity or Person may commence 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 or reasonably likely to relate to

any 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 a

Covered Entity), unless expressly authorized by the Bankruptcy Court after (1) it

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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 or Person to bring such

Claim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdiction

to determine whether any such Claim, Interest, debt, obligation or Cause of Action is

colorable and, only to the extent legally permissible and as provided for in Article XI, shall

have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,

or Cause of Action.

G. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity

pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is

contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed

and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the

Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant

Holder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has been

entered prior to the Confirmation Date determining such Claim as no longer contingent.

ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date that the following conditions shall have been

satisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and the

Majority Participating Lenders, or waived pursuant to Article IX.B of the Plan:

1. the Combined Order in form and substance acceptable to the Majority Core

Noteholder Group and the Majority Participating Lenders shall be a Final Order ;

2. the Transaction Documents and the New Security Documents, shall be in form and

substance acceptable to the Majority Core Noteholder Group and the Majority

Participating Lenders (with all conditions precedent thereto having been satisfied

or waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date);

3. the Backstop Agreement shall remain in full force and effect and shall not have

terminated pursuant to its terms;

4. the Rights Offering shall have been conducted, in all material respects, in

accordance with the Rights Offering Procedures;

5. issuance of the Noteholder Ordinary Shares (with all conditions precedent thereto

having 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 the

Restructuring Implementation Deed;

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6. all conditions precedent to the issuance of the Exchange Notes have been satisfied

or waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date, in each case, in

accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

7. all conditions precedent to the issuance of the New Money Notes have been

satisfied or waived, other than the occurrence of the Effective Date and those

conditions precedent that are expected to occur on the Effective Date, in each case,

in accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

8. all conditions precedent to the effectiveness of the SSRCF have been satisfied or

waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date, in each case, in

accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

9. all other applicable Definitive Documents shall be in form and substance acceptable

to the Majority Core Noteholder Group and the Majority Participating Lenders

(with all conditions precedent thereto having been satisfied or waived, other than

the occurrence of the Effective Date and those conditions precedent that are

expected 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-Up

Agreement, the Backstop Agreement, and the other Transaction Documents and in

accordance with the Lock-Up Agreement, including the Restructuring Expenses (to

the extent not already paid);

12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be a

Final Order;

13. the Agreed Steps Plan and evidence that steps and transactions referred to therein

as steps/transactions to be undertaken on or prior to the Effective Date shall have

been or will be duly completed to the satisfaction of the Majority Core Noteholder

Group and the Majority Participating Lenders in accordance with the Plan, the

Lock-Up Agreement, and the Restructuring Implementation Deed;

14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to the

Treatment in Class 5 shall have been paid in full in Cash;

15. all requisite governmental authorities and third parties will have approved or

consented to the Restructuring Transactions and any applicable waiting period

under applicable law (including with respect to antitrust laws) shall have expired,

in either case, to the extent required;

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16. no court of competent jurisdiction or other competent governmental or regulatory

authority shall have issued any order making illegal or otherwise preventing or

prohibiting the consummation of any Restructuring Transactions;

17. the Debtors shall have implemented the Restructuring Transactions and all

transactions contemplated by, and in accordance with, the Lock-Up Agreement, the

Agreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and

18. either:

i) the Lock-Up Agreement shall not have been terminated and shall remain in full force

and effect; or

ii)

(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RP

Certificate to the Consenting Creditors;

(b) the Lock-Up Agreement shall not have been terminated other than pursuant to

clause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and such

termination shall have occurred not more than 122 days before the Effective

Date; and

(c) the Company shall have delivered to the Consenting Creditors a LUA

Compliance Certificate;

(d) no event or circumstance has occurred which (with the expiry of any grace

period, the giving of any notice or any combination of the foregoing) would

have resulted in a termination right arising in favor of (i) the Majority Core

Noteholder Group or the Majority Participating Lenders under paragraphs (c)

to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination by

Participating Lenders with respect to Participating Lenders only) of the Lock-

Up Agreement or (ii) the Majority Participating Lenders or the Majority

Consenting Noteholders under paragraph (f) of Clause 8.3 (Voluntary

termination) of the Lock-Up Agreement (in each case, as if it had not already

terminated) and none of the Majority Core Noteholder Group, the Majority

Participating Lenders nor the Majority Consenting Noteholders have delivered

notice to the Company confirming that it or they would have terminated the

Lock-Up Agreement on the basis of such event or circumstance if the Lock-Up

Agreement had still been in full force and effect; and

(e) neither the Majority Core Noteholder Group nor the Majority Participating

Lenders have delivered an Effective Date Failed CP Notice to the Company.

B. Waiver of Conditions Precedent

The Debtors, with the prior written consent (which may be provided through electronic

mail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waive

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any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or as

otherwise provided in the Lock-Up Agreement without any notice to any other parties in interest

and without any further notice to or action, order, or approval of the Bankruptcy Court, and without

any formal action other than proceeding to confirm and consummate the Plan. The failure of the

Debtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of the

foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be

deemed an ongoing right, which may be asserted at any time.

ARTICLE X

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification of Plan

Subject 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 terms

set forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) after

the 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, or

reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the

purpose and intent of the Plan consistent with the terms set forth herein, in each case set forth in

the preceding clauses (1) and (2) with the prior written consent (which may be provided through

electronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to the

Consenting Creditors (or, if a Consenting Creditor does not have counsel, to such Consenting

Creditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as is

reasonably practicable, prior to withdrawing the Plan.

B. Effect of Confirmation on Modifications

Entry of the Combined Order shall constitute approval of all modifications to the Plan

occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a

finding that such modifications to the Plan do not require additional disclosure or resolicitation

under Bankruptcy Rule 3019.

C. Withdrawal of Plan

The Debtors reserve the right, subject to the terms of the Lock-Up Agreement and the

approval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to any

or all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtors

revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) the

Plan 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, and

any 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, or

Causes of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any other

Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any

Debtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement that

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survive the termination of these agreements (each, according to its terms) shall remain in effect in

accordance with the terms thereof.

ARTICLE XI

RETENTION OF JURISDICTION

Notwithstanding 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, the

Chapter 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 any

Claim or Interest, including the resolution of any request for payment of any Claim

or Interest and the resolution of any and all objections to the secured or unsecured

status, priority, amount, or allowance of Claims or Interests;

2. decide and resolve all matters related to the granting and denying, in whole or in

part, any applications for allowance of compensation or reimbursement of expenses

to 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 or

Unexpired Lease to which a Debtor is party or with respect to which a Debtor may

be liable and to hear, determine, and, if necessary, liquidate, any Cure or Claims

arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)

any potential contractual obligation under any Executory Contract or Unexpired

Lease that is assumed; and (c) any dispute regarding whether a contract or lease is

or was executory or expired;

4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuant

to the provisions of the Plan and adjudicate any and all disputes arising from or

relating to Distributions under the Plan;

5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or

litigated matters, and any other matters, and grant or deny any applications

involving 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 the

Chapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,

releases, indentures, and other agreements or documents created in connection with

the Plan;

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7. 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 rejecting

Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;

9. issue injunctions, enter and implement other orders, or take such other actions as

may be necessary or appropriate to restrain interference by any Entity with

Consummation or enforcement of the Plan;

10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or

Causes 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 the

recovery of additional amounts owed by the Holder of a Claim or an Interest for

amounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to the

releases, injunctions, and other provisions contained in Article VIII of the Plan,

including entry of such orders as may be necessary or appropriate to implement

such releases, injunctions, and other provisions; (c) that may arise in connection

with the Consummation, interpretation, implementation, or enforcement of the Plan

and 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 Ordinary

Shares 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 Combined

Order is for any reason modified, stayed, reversed, revoked, or vacated;

13. consider any modifications of the Plan, to cure any defect or omission, or to

reconcile any inconsistency in any Bankruptcy Court order, including the

Combined Order;

14. hear and determine matters concerning state, local, and federal taxes in accordance

with 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; and

17. hear and determine any other matters related to the Chapter 11 Cases and not

inconsistent 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 arising

from agreements or documents (or performance under agreements or documents) contained in the

Plan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forum

selection, or dispute resolution clause that refers matters to or permits a Person to bring actions

before a different court or forum, and any matters arising from agreements or documents (or

performance under any agreements or documents) contained in the Plan Supplement or any other

Definitive Documents that contain such clauses shall be governed in accordance with the

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provisions of such agreements or documents; provided, further, that if the Bankruptcy Court

abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction

over any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of this

Article XI shall have no effect upon and shall not control, prohibit, or limit the exercise of

jurisdiction by any other court having jurisdiction with respect to such matter.

ARTICLE XII

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the

occurrence of the Effective Date, the terms of the Plan shall be immediately effective and

enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all

Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have

accepted 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 acquiring

property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired

Leases 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 Claim

or Interest has voted on the Plan.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such

agreements and other documents as may be necessary or appropriate to effectuate and further

evidence the terms and conditions of the Plan; provided, however, that such agreements and other

documents 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 form

and substance reasonably acceptable to the Majority Participating Lenders and the Majority Core

Noteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders of

Claims and Interests receiving Distributions pursuant to the Plan and all other parties in interest

shall, from time to time, prepare, execute, and deliver any agreements or documents and take any

other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Payment of Statutory Fees

Prior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28

U.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 when

due and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonably

acceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees to

the U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.

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D. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the

Bankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statement

or provision contained in the Plan, including the amounts set forth in Article III.D, or the taking

of any action by any Debtor or any party in interest with respect to the Plan, the Disclosure

Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any

rights of any party in interest prior to the Effective Date.

E. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be

binding 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 each

such Entity.

F. Service of Documents

After the Effective Date, any pleading, notice, or other document required by the Plan to

be served on or delivered to the Reorganized Debtors shall be served on:

Reorganized Debtors Intrum AB

Riddargatan 10

Stockholm, Sweden 11435

Attention: Niklas Lundquist

Counsel to Debtors Porter Hedges LLP

1000 Main St., 36th

Houston, TX 77002

Attn.: John F. Higgins (jhiggins@porterhedges.com)

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attn.: Dennis F. Dunne (ddunne@milbank.com)

Jaimie Fedell (jfedell@milbank.com)

Counsel to Consenting Noteholders

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn.: Adam J. Goldberg (adam.goldberg@lw.com)

Ebba Gebisa (ebba.gebisa@lw.com)

Brian S. Rosen (brian.rosen@lw.com)

Thomas Fafara (thomas.fafara@lw.com)

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Counsel to the RCF SteerCo Group Clifford Chance US LLP

Two Manhattan West

375 9th Avenue

New York, NY 10001

Maja Zerjal Fink (maja.zerjalfink@cliffordchance.com)

Robert Johnson (robert.johnson@cliffordchance.com)

Madelyn Nicolini (madelyn.nicolini@cliffordchance.com)

United States Trustee Office of the United States Trustee

for the Southern District of Texas

515 Rusk Street, Suite 3516

Houston, Texas 77002

G. Term of Injunctions or Stays

Unless otherwise provided herein or in the Combined Order, all injunctions or stays

in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or

any order of the Bankruptcy Court) and existing on the Confirmation Date (excluding any

injunctions or stays contained in the Plan or the Combined Order) shall remain in full force

and effect until the Effective Date. All injunctions or stays contained in the Plan or the

Combined Order shall remain in full force and effect in accordance with their terms.

H. Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the Lock-Up

Agreement, the Plan supersedes all previous and contemporaneous negotiations, promises,

covenants, agreements, understandings, and representations on such subjects, all of which have

become merged and integrated into the Plan.

I. Plan Supplement

All exhibits and documents included in the Plan Supplement are incorporated into and are

a 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 from

https://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website at

www.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the

extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part

of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not

constitute the Plan Supplement shall control.

J. Non-Severability

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court

to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall

have the power to alter and interpret such term or provision to make it valid or enforceable to the

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maximum extent practicable, consistent with the original purpose of the term or provision held to

be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered

or 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 Consenting

Creditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of the

terms 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 shall

constitute a judicial determination and shall provide that each term and provision of the Plan, as it

may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable

pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the

Debtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutually

dependent.

K. Votes Solicited in Good Faith

Upon entry of the Combined Order, the Debtors, the Consenting Creditors, and each of

their respective Affiliates, agents, representatives, members, principals, shareholders, officers,

directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan in

good faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of the

Bankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code in

the 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 any

liability for the violation of any applicable law, rule, or regulation governing the solicitation of

votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or sold

under the Plan.

L. Closing of Chapter 11 Cases

After 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 close

the 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 records

related to this matter two (2) years after the Effective Date has occurred.

M. Waiver or Estoppel

Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert

any argument, including the right to argue that its Claim or Interest should be Allowed in a certain

amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the

Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the

Disclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed prior

to the Confirmation Date.

N. Creditor Default

An act or omission by a Holder of a Claim or an Interest in contravention of the provisions

of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the

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71

Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Order

and may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in

remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court

may: (a) designate a party to appear, sign or accept the documents required under the Plan on

behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by

order of specific performance; (c) award judgment against such defaulting creditor in favor of the

Reorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors for

the damages caused by such default; and (d) make such other order as may be equitable that does

not materially alter the terms of the Plan.

O. 2002 Notice Parties

The Combined Order shall provide that, after the Effective Date, the Debtors and the

Reorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documents

pursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after the

Combined Hearing to receive documents pursuant to Bankruptcy Rule 2002.

[Remainder of page left intentionally blank]

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Dated: December 18, 2024

Respectfully submitted,

By: /s/ Andrés Rubio .

Name: Andrés Rubio

Title: Chief Executive Officer

On behalf of Intrum AB (pub) and its Debtor affiliate

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EXHIBIT C

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS (HOUSTON)

IN RE:

INTRUM AB,

Debtor.

.

.

.

.

.

.

.

.

Case No. 24-90575

Chapter 11

515 Rusk Street

Houston, TX 77002

Tuesday, December 31, 2024

. . . . . . . . . . . . . . . . 11:00 a.m.

TRANSCRIPT OF ORAL RULING

BEFORE THE HONORABLE CHRISTOPHER M. LOPEZ

UNITED STATES BANKRUPTCY COURT JUDGE

TELEPHONIC APPEARANCES:

For the Debtor: Milbank LLP

By: ANDREW M. LEBLANC, ESQ.

MELANIE W. YANEZ, ESQ.

HANNAH BLAZEK, ESQ.

JULIE WOLF, ESQ.

1850 K Street NW

Washington, DC 20006

(202) 835-7574

Milbank LLP

By: DENNIS F. DUNNE, ESQ.

55 Hudson Yards

New York, NY 10001

(212) 530-5770

APPEARANCES CONTINUED.

Audio Operator: Courtroom ECRO Personnel

Transcription Company: Access Transcripts, LLC

10110 Youngwood Lane

Fishers, IN 46048

(855) 873-2223

www.accesstranscripts.com

Proceedings recorded by electronic sound recording,

transcript produced by transcription service.

1

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 2 of 38

2

ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)

APPEARANCES (Continued):

For the Debtor: Kirkland & Ellis LLP

By: JAIMIE FEDELL, ESQ.

333 W. Wolf Point Plaza

Chicago, IL 60654

(312) 862-2000

For the United States

Trustee:

Office of the United States Trustee

By: CHRISTOPHER ROSS TRAVIS, ESQ.

515 Rusk Street

Suite 3516

Houston, TX 77002

(202) 603-5225

For RCF SteerCo Group: Clifford Chance US LLP

By: BRIAN LOHAN, ESQ.

MAJA ZERJAL FINK, ESQ.

MADELYN NICOLINI, ESQ.

Two Manhattan West

375 9th Avenue

New York, NY 10001

(212) 878-8000

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 38

3

ACCESS 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 AB

3 and Intrum AB of Texas here in connection with an oral ruling

4 on joint motion to dismiss and the plan confirmation.

5 Before I begin, Mr. Leblanc, I just want to make

6 sure, if you can just raise your hand, if you can hear me, just

7 want to make sure that you can.

8 Okay. And I guess before we get started, if you can

9 also give me a hand in the air if things are still where they

10 are and require me to rule.

11 Okay. All right. Here we go. Before I begin, I

12 want to thank all the attorneys and everyone who participated

13 in the hearings that we had recently in December. I really

14 thought a lot about the issues that are before the Court in

15 connection with the motion to dismiss and in connection with

16 plan confirmation. And I kind of took a couple of extra days

17 to really think about the issues and go through the evidence.

18 It's a big issue for many people, obviously, and I

19 wanted to make sure that I was able to at least articulate my

20 thoughts, hopefully in a way that people will understand. And

21 so here's the Court's ruling. I'm just going to start reading.

22 Intrum AB and Intrum AB of Texas, LLC started these

23 Chapter 11 cases seeking confirmation of a prepackaged plan of

24 reorganization. The plan is supported by a significant number

25 of secured and unsecured lenders.

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 4 of 38

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ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)

1 And there is strong opposition from an ad hoc group

2 of 2025 note holders. This ad hoc group moved to dismiss the

3 case for lack of good faith under Section 1112(b) of the

4 Bankruptcy Code. They also object to plan confirmation on

5 several grounds.

6 The Office of the United States Trustee objected to

7 plan confirmation based on the outbound for consensual third8

party releases under the plan. They also request that a

9 minimum language in a confirmation order assuring parties who

10 opted out of the consensual releases, that they're not bound by

11 them.

12 The U.S. Trustee also objected to exculpations, but

13 at a hearing in mid-December, the debtors and the U.S.T.

14 informed the Court that they had agreed to resolve that

15 objection.

16 The Court considered the motion to dismiss and plan

17 confirmation in evidentiary hearings that took place on

18 December 17th and the 19th. Many exhibits, including

19 declarations, were admitted in the record. The Court heard

20 live testimony from debtor CEO, the Chair of the Board of

21 Intrum AB, and an expert witness on Swedish insolvency law.

22 The Court took both matters under advisement and

23 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 are

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 5 of 38

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ACCESS 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 enter

3 final orders and judgments in accordance with Supreme Court's

4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's

5 been U.S. proper in this district under 28 U.S.C. 1408 and

6 1409. I'm going to start with some background and then turn to

7 the rulings.

8 Intrum AB, whom I'll refer to as Intrum, is one of

9 Europe's largest debt collection companies. Intrum is a

10 Swedish company that operates in 22 countries and, in addition

11 to debt collection services, provides credit management

12 services to clients. Intrum, together with its debtor and non13

debtor subsidiaries, employs about 10,000 people.

14 Intrum's capital structure included a revolving

15 credit facility, a term loan facility, and nine unsecured note

16 issuances. The notes are made up of senior unsecured notes,

17 medium term notes, and private placement notes. The revolver

18 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. The

21 medium term notes mature in '25 and in '26, and they're

22 governed by Swedish law. The private placement notes mature in

23 2025, and they're also governed by New York law.

24 Before the start of these Chapter 11 cases, Intrum

25 began experiencing financial challenges. It was facing high

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ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)

1 inflation rates, high interest rates, slow growth, and a high

2 cost of borrowing.

3 To increase liquidity, Intrum publicly announced in

4 January 2024 that it would sell a major portfolio of assets and

5 use those proceeds to reduce debt. Markets reacted negatively,

6 and Intrum's share price dropped significantly. Credit

7 agencies downgraded Intrum and its affiliates, and Intrum's

8 outstanding debt instruments began trading at a discount.

9 According to Intrum's CEO, Mr. Rubio, who testified

10 in court, some series of debt was trading as low as into the

11 50s. Following the market reaction, Rubio testified Intrum

12 believed it needed to restructure its debt to meet all of its

13 long-term obligations. With cash on hand, it could likely

14 satisfy an early 2025 maturity.

15 The debt held by the objecting ad hoc group here, but

16 without significant market access, it was not going to meet

17 maturity in 2026 and after. The company wanted to amend and

18 extend its debt, but with its debt rated at single C and its

19 debt trading at meaningful discounts, and equity having come

20 down significantly, Rubio said the company effectively had no

21 market access.

22 The company hired restructuring professionals to

23 engage its lenders. Two groups formed. The first group was

24 the ad hoc group who holds 2025 debt. A second group, who now

25 supports the plan before the Court, holds some of the 2025 and

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ACCESS 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 to

3 take its outstanding unsecured debt and 100 cents on the

4 dollar, agree to an uptier transaction, give them security

5 interests, and extend maturities on better terms. An uptier is

6 a transaction where borrowers access new capital by amending

7 their existing debt documents to permit what is often senior or

8 superpriority debt. This proposal presumes that after the

9 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 a

12 discount.

13 This Court and this district have extensive

14 experience with uptiers and the potential litigation that comes

15 along with them, especially those that aren't done on a pro

16 rata basis.

17 The second group offered what is essentially the plan

18 before the Court, taking all the unsecured creditors, the '25,

19 '26, '27, '28 notes, putting them in a single class in the

20 plan, exchanging the debt for notes that mature in '27, '28,

21 '29, and '30, essentially pushing out two years at a 10 percent

22 discount. In return, Intrum would issue 10 percent of its

23 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 to

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1 go into the market and repurchase any notes trading at a

2 discount to further enhance deleveraging. Rubio and Intrum's

3 board chair, Mr. Lindquist, said Intrum eventually chose the

4 second option. Rubio testified it provided near-term

5 deleveraging and right-sized the company's overall projected

6 debt maturity problem.

7 Intrum eventually entered into a lock-up agreement

8 with note holders from the proposed proposal group Intrum

9 accepted. Intrum amended the lock-up agreement in August of

10 2024 after reaching agreement with a group of lendings holding

11 the majority of the revolver debt.

12 In October of 2024, Intrum AB of Texas LLC, a wholly13

owned subsidiary of Intrum, was created under Texas law. The

14 lock-up agreement established the debtors' restructuring. The

15 lock-up agreement in the debtors' Chapter 11 plan proposes to

16 extend the revolver maturity date to 2028, reducing the

17 revolver to about 1.16 billion, reinstates repayment of the

18 senior secured loan, exchanges all existing unsecured notes

19 into second lien exchange notes at a 10 percent discount to

20 face value with new maturity dates proportionally from '27 to

21 2030, over 550 million in new money coming in as a 1.5 lien for

22 discounted buybacks, payment in full of all general unsecured

23 claims, and two classes were entitled to vote on the plan. The

24 revolver claims and the note claims.

25 The plan treatment for all notes is the same under

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1 the plan. Any difference in the payment on the ultimate claims

2 amount is based on the terms of a particular debt instrument.

3 The plan also contemplates that following confirmation of the

4 plan, the debtors would start a proceeding in January that will

5 allow for implementation of the plan around Intrum in Sweden

6 through a Swedish company reorganization under the Swedish

7 Company Reorganization Act. Swedish court would determine its

8 own date for Intrum and the affected parties in any voting on a

9 Swedish reorganization plan.

10 In October of 2024, Intrum announced that in November

11 of 2024 there would be a meeting. It would amend the terms of

12 the notes and add Intrum Texas as a guarantor for the relevant

13 notes. It was also announced that Intrum would seek to start a

14 Chapter 11 bankruptcy case in Texas. This meeting occurred in

15 November and before the cases started, Intrum Texas was added

16 as a guarantor.

17 The pre-petition solicitation of votes on the Chapter

18 11 plan yielded great support. Lenders holding 100 percent by

19 amount of voting claims under the revolver and holders of about

20 82 percent by amount of voting claims under the notes voted to

21 accept the plan.

22 So the plan enjoys the overwhelming support of every

23 voting class in addition to the secured lenders and its largest

24 unsecured creditor.

25 Around this time, the ad hoc 2025 note holder group,

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1 whose proposal was not accepted by Intrum, started litigation

2 in Sweden seeking a declaratory judgment that amendments adding

3 Intrum Texas as a guarantor were invalid. November 2024, the

4 debtors started these Chapter 11 cases.

5 As of the petition date, Intrum Texas is a guarantor

6 under the revolver of the senior debt and the senior unsecured

7 notes. As of the petition date, the principal balance is owed

8 by Intrum under debt instruments were a little over a billion

9 under the revolver, 95 million under the senior secured term

10 loan, about 3.45 billion under the unsecured notes. That

11 brings interim's total indebtedness to about 4.6 billion. And

12 3.3 billion of that debt was scheduled to mature in 2025 and

13 2026.

14 The Court held combined hearings about the adequacy

15 of the disclosure statement, plan confirmation, and the motion

16 to dismiss on December 17th and December 19th. I'm going to

17 start with the motion to dismiss.

18 The ad hoc group seeks dismissal for three primary

19 reasons. First, it argues the debtors are not suffering

20 apparent financial distress, let alone immediate financial

21 distress that would support the finding of good faith. The ad

22 hoc group's focus on the financial distress requirement

23 primarily comes from the 2023 Third Circuit decision in LTL

24 Management, 64 F.4th 84 (3d Cir. 2023).

25 In that case, the Third Circuit held that a debtor

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1 who does not suffer from apparent immediate financial distress

2 cannot demonstrate its Chapter 11 petition serves a valid

3 bankruptcy purpose supporting good faith. The ad hoc group

4 relies also on a series of insolvency reports Intrum had

5 prepared to comply with Swedish law. These reports show that

6 Intrum could pay debts for the next 18 months, which means that

7 the ad hoc 2025 notes could be paid in full.

8 The ad hoc group also relies on Intrum public

9 statements to the market that its proposed Chapter 11 case was

10 not associated with insolvency or liquidation and that in

11 October 2024, Intrum was saying that it was not currently

12 experiencing any liquidity constraints or breach in any

13 financial covenants under its current debt obligations.

14 Second, the ad hoc group emphasizes that Intrum AB is

15 domiciled in Sweden and has no operations, hard assets, or

16 employees in the United States and that it created Intrum Texas

17 before the filing for the purposes of depositing funds in a

18 U.S. bank to quote, unquote, "manufacture U.S. venue and

19 jurisdiction." That Intrum Texas itself has no hard assets,

20 employees, or operations to reorganize.

21 The ad hoc group believes this alone proves these

22 Chapter 11 cases further no valid bankruptcy purpose and should

23 be dismissed.

24 Third, international comedy considerations may

25 warrant favor of dismissal according to the 2025 ad hoc group.

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1 For this argument, the ad hoc group focuses on cases like In

2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which

3 was actually decided in this very courtroom, where a bankruptcy

4 judge in this district considered concepts of international

5 comedy in determining that cause existed for dismissal under

6 Section 1112.

7 The ad hoc group also claims that Intrum's plan could

8 not be confirmed under Swedish law and that a condition

9 precedent to the plan going effective is a Swedish court

10 approving the Swedish reorganization plan on a final basis.

11 The ad hoc group believes that this Court is being asked to

12 provide an advisory opinion on a restructuring that must be

13 approved in Sweden, which has no international agreement to

14 honor any order of this Court.

15 The debtors and its -- the debtors vigorously

16 disagree, and the supporting lender groups who voted in favor

17 of the plan also disagree that this case should be dismissed

18 and believe that these cases were filed in good faith.

19 Interpreting the Bankruptcy -- the Code, interpreting

20 the Bankruptcy Code begins with analyzing the text, Whitlock v.

21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it

22 said, in matters of statutory interpretation, text is always

23 the alpha.

24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,

25 pincite 183 (2004), quote, "The preeminent canon of statutory

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1 interpretation requires the Court to presume that the

2 legislature says in a statute what it means and means in a

3 statute what it says there."

4 Section 1112(b) requires a bankruptcy court to

5 convert a Chapter 11 case to one under Chapter 7 or to dismiss

6 the case, whichever is in the best interest of creditors and

7 the estate for cause, unless the Court determines that

8 appointment of a trustee or an examiner under 1104(a) is in the

9 best interest of creditors and the estate. The Bankruptcy Code

10 provides a non-exclusive list of about 16 examples that

11 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 be

14 construed as limiting.

15 Sio while the examples of cause in 1112(b) are non16

exclusive, we do learn something from them. They all refer to

17 post-petition acts, failures to act, or events that occur after

18 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 maintain

22 insurance that poses a risk to the estate, unauthorized use of

23 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 reporting

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1 requirement established by Title 11 or any bankruptcy rule,

2 failure to attend a 341 meeting of creditors, failure to pay

3 taxes owed after the petition date.

4 Prepetition bad acts, bad actors, or poor managers

5 are expressly addressed in a different part of Section 1112

6 where the Court can order the appointment of a trustee with

7 oversight over the estate, convert the case, or appoint an

8 examiner to investigate prepetition acts that may have harmed

9 the estate.

10 All of this makes sense when considered as a whole

11 because the Court can only dismiss a case for cause if it's in

12 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) provides

15 guidance. That decision says the term cause affords

16 flexibility to bankruptcy courts to find that the debtors

17 filing for relief was not in good faith

18 This point was also reiterated in In re Humble Place

19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also

20 instructs that considering the good faith of a filing requires

21 a, quote, "On the spot evaluation of the debtors financial

22 condition, motives, and the local financial realities."

23 Little Creek was a single asset real estate, so all

24 the specific factors listed in that case don't exactly fit

25 every fact pattern. But I don't think one should focus too

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1 much on Little Creek as a single asset real estate case.

2 The Fifth Circuit's guidance was to conduct an on3

the-spot evaluation. Heeding that guidance, a court should

4 rule based upon all the circumstances before it and determine

5 whether a debtor filed to pursue a valid bankruptcy purpose. I

6 use bankruptcy purpose and not reorganization purpose

7 intentionally because not every Chapter 11 debtor

8 rehabilitates. Many liquidate. Chapter 11 expressly permits a

9 debtor to file a liquidating plan.

10 The Fifth Circuit in Little Creek noted that every

11 bankruptcy statute since 1898 has incorporated or by judicial

12 interpretation, a standard of good faith for the commencement,

13 prosecution, and confirmation of bankruptcy proceedings.

14 And historically, that's true. For example, before

15 the enactment of the Bankruptcy Code, Section 141 of the

16 Bankruptcy Act required a judge to enter an order approving a

17 petition if the judge was satisfied the case was filed in good

18 faith or to dismiss the case if not so satisfied. Thus, early

19 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 the

21 act provided a non-limiting list of examples of what were

22 deemed not good faith filings.\

23 For example, that it was unreasonable to expect that

24 a plan of reorganization could be affected was deemed a not

25 good faith filing.

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1 Section 1112 of the Bankruptcy Code changed the

2 timing in how the challenge to a lack of good faith filing can

3 be raised. It's no longer an initial judicial assessment in

4 order to administer the estate. A Chapter 11 petition filing

5 is all Congress says it takes to create and enjoy the

6 protection of the automatic stay.

7 And because an estate is created, the Bankruptcy Code

8 says a judge can only dismiss for cause upon consideration of

9 the estate and creditors. There are steps and findings

10 required before dismissal.

11 Bankruptcy judges, however, continue to play an

12 important role. Bankruptcy courts retained authority to

13 dismiss cases under Section 1112. Does the fact that Section

14 1112(b)(4)'s examples of cause are all post-petition mean that

15 a court should not consider prepetition acts in a cause

16 analysis at all? Of course not. Right? The opposite is true.

17 The Fifth Circuit recognized that the good faith

18 standards prevent abuse by debtors, quote, "whose overriding

19 motive is to delay creditors without benefiting them in any way

20 or to achieve reprehensible purposes," end quote. And

21 determine that a lack of good faith constitutes cause under

22 Section 1112(b). That's the pincites around 1071.

23 Little Creek also says a good faith standard protects

24 the jurisdictional integrity of the bankruptcy courts by

25 rendering their powerful equitable weapons available only to

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1 those debtors and creditors with, quote, "clean hands."

2 So any analysis of good faith requires an on-the-spot

3 analysis to consider the reasons for filing and the actions

4 taken in the case. For example, a company that files a Chapter

5 11 only to avoid paying creditors and has no prospects of

6 proposing a viable Chapter 11 plan is a prime candidate for

7 potential dismissal. Prepetition acts must be considered along

8 with post-petition acts. Again, the focus is on the interest

9 of the estate and creditors.

10 And an on-the-spot analysis also allows a potentially

11 unpopular debtor in the marketplace who, for example, may have

12 had to close many of its locations a chance to prove its

13 motives are right to right-size a business or maximize value

14 for its creditors.

15 I should also note that the U.S. Supreme Court has

16 said that, quote, "Preserving going concerns and maximizing

17 property available to satisfy creditors are valid bankruptcy

18 purposes." That's the famous 203 North LaSalle decision, 526

19 U.S. 434 pincite 453 (1999). And I agree with other courts

20 that a good faith debtor who tries to preserve or create some

21 value using the tools of bankruptcy is a good faith debtor.

22 And it's not bad faith to use the tools of bankruptcy

23 afforded by Congress in bankruptcy.

24 The ad hoc group wants the Court to dismiss the case

25 because there's no financial distress. And in LTL, the Third

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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 no

4 reason for Chapter 11 and no valid bankruptcy purpose.

5 As stated earlier, the ad hoc group relies on the

6 solvency analysis Intrum had prepared to show that it could pay

7 its debts for 18 months. That means it could have paid off the

8 2025 notes in full and theoretically remained solvent.

9 The ad hoc group also points to contemporaneous

10 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 a

13 requirement to be a debtor under the Bankruptcy Code. LTL and

14 many cases around the country note that. But here's some

15 additional textual and historical analysis to confirm it.

16 Before the enactment of the Bankruptcy Code, an

17 essential part of what was every Chapter X or Chapter 10

18 petition, which was the reorganization for corporate entities,

19 there was a Chapter 11 as well, but I'm going to focus on

20 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 X

23 petition to state that. The corporation was insolvent or

24 unable to pay its debts as they mature.

25 Section 1, Subsection 19 of the act defined

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1 insolvency. A person was deemed insolvent within the

2 provisions of the title whenever the aggregate of property

3 shall not, at a fair valuation, be sufficient in an amount to

4 pay debts. The insolvency or unable to pay debts in the

5 ordinary course requirement was not included in the enactment

6 of the Bankruptcy Code. The current bankruptcy petition asks

7 no such questions anymore.

8 There's no language requiring insolvency in Section

9 109 of the Bankruptcy Code. I would also note that even the

10 most recent edition of Subchapter 5 didn't require insolvency.

11 It instead requires debtors to be engaged in commercial or

12 business activities.

13 Second, the express financial distress standard in

14 LTL is not binding on this Court, but I think it could be a

15 factor as part of the Little Creek on-the-spot evaluation. And

16 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 the

19 financial condition Intrum was in after the downgrades. The

20 company believed it needed to restructure all of its debts to

21 meet all of its long-term obligations. With cash on hand, it

22 could likely satisfy an early 2025 maturity that held by the ad

23 hoc group, but that without any significant market access, it

24 was not going to meet all of its maturities in 2026 and after.

25 The company wanted to amend and extend its capital

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1 structure, but with single -- but excuse me. With debt rate at

2 single C, debt trading at meaningful discounts, and equity

3 having come down 80 percent, Rubio said the company effectively

4 had no market access. That's the company's motive, and filing

5 was not to harm the 2025 note holders or some other bad faith

6 motive.

7 I also note that a company doesn't need to become

8 insolvent or enter the zone of insolvency by paying off some

9 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 with

12 lenders, wait till the last minute and not pay, and then file,

13 or wait until debt is accelerated and then file Chapter 11, and

14 then have to worry about contested use of cash collateral or

15 financing for its case?

16 If the runway of financial trouble is clear, then

17 it's not bad faith or cause to dismiss these cases. The CEO's

18 testimony was credible that while the company may have been

19 solvent, paying the 2025 notes would not have solved its other

20 problems in 2026 and beyond. It was already struggling to gain

21 access to the credit markets.

22 One also cannot look that there were billions coming

23 due in 2026. The 2026 maturity was significant. It was over

24 $2 billion.

25 The company had every right to consider its long-term

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1 viability and employees, right, and we're not talking about,

2 you know, debt that's coming online in, you know, five to ten

3 years. We're talking 2026. Financial distress isn't an

4 absolute gatekeeper.

5 Even still, LTL is different than this case. The LTL

6 court found in its filing, LTL didn't have any likely need in

7 the present or the near term or even in the long term to

8 exhaust its funding rights to pay claimants. The Third Circuit

9 also said it would be unwise to attempt a tidy definition of

10 financial distress justifying in all cases.

11 Let's not over -- also overlook that these cases have

12 massive creditor support. All right. Over 2 billion of

13 noteholder claims voted to accept the plan. Coupled with the

14 RCF claims, that's over 3 -- about 3.5 billion voting to

15 accept. That's not even getting to the Court to consider the

16 likelihood of a plan being confirmed before dismissal if it's

17 in the best interest of the estate and creditors.

18 Remember, the focus of Section 1112 is on the estate

19 and creditors. In these cases, I do find there was current

20 financial distress in the market and further distress, and it

21 was foreseeable on the horizon.

22 The company faced choosing an uptier and potentially

23 upsetting most debt holders or seek a restructuring that amends

24 and extends all its maturities by several years, which I find

25 is another important point. They didn't try to stretch anyone

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1 out 10 to 15 years unnecessarily, for example. The debtors

2 have also acted in good faith in their requirements as Chapter

3 11 debtors during these cases and have not sought delay in

4 these cases.

5 The debtors have not acted throughout these cases

6 with any improper motives based upon the record before me as it

7 relates to the company trying to reorganize in Chapter 11 or to

8 restructure for bad faith reasons. There were valid bankruptcy

9 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 or

13 employees in the United States. Intrum Texas was formed

14 shortly before the case was filed as a limited liability

15 company. Intrum Texas guaranteed the Intrum debt before the

16 filing. Intrum Texas had an office that no one had gone to and

17 no employees. Intrum Texas deposited about $50,000 into a

18 Texas account to help bolster jurisdiction.

19 The ad hoc group also argues that no immediate

20 financial distress coupled with little to no U.S. ties makes

21 this case different than other cases where foreign entities

22 have started bankruptcy cases with an intent to file a foreign

23 case later.

24 Again, I'll start with the text of the Code. Section

25 109 (a) of the Bankruptcy Code says who may be a Chapter 11

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1 debtor. It says a person who resides or has a domicile or

2 place of business or property in the United States may be a

3 debtor.

4 The term person is defined to include corporate

5 entities like Intrum Texas, which no one can test as a validly

6 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 this

9 point. So Intrum Texas had the right to seek Chapter 11 relief

10 in the United States and in this district.

11 It also owns a bank account worth about $50,000. The

12 office is really more like a place to receive mail and serve

13 documents. Intrum Texas, on the petition date, is also a

14 guarantee on billions of debt.

15 Intrum AB also owns cash in a Texas bank account, has

16 retainers that were not fully expired before the petition date

17 with Texas Council, and its subsidiaries have about $1.8

18 million in accounts receivable that flow to it from

19 subsidiaries in the United States. Some of the debt is also

20 governed by U.S. law, which some courts have said meets their

21 property requirements for 109 purposes.

22 As each entity on its own satisfies Section 109 for

23 bankruptcy purposes, and Intrum Texas allows them to file in

24 this district.

25 These cases resemble another case recently filed in

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1 this district where a Swedish company seeks to reorganize under

2 U.S. law and then start a case under Swedish restructuring law.

3 Outside of this district, these are also similar cases to ones

4 like SAS, Philippine Airlines, and Arcapita Bank, to name a

5 few.

6 I also stress and disagree with the ad hoc group 2025

7 note holders based on the on-the-spot analysis and

8 consideration of the debtors' motives. I do find that there

9 was current financial distress and current need to file for

10 Chapter 11 bankruptcy.

11 There's nothing wrong with reaching agreement with a

12 majority of its lenders. And I do find that the board

13 carefully considered two proposals, and I see nothing in the

14 record before me that shows a proposal that satisfied all of

15 its long-term debts and mitigated litigation risk.

16 Now, based on the record before me, there's no bad

17 motive for trying to save a company through restructuring in

18 late 2024, going into 2025, and dealing with looming maturities

19 to try to avoid. And nothing here was intended, based upon the

20 record before me, to defraud or to intentionally design to harm

21 a particular creditor group. This was a good-faith filing.

22 If Intrum had filed a loan with no support, no real

23 reason to be here, then I think you look at the case

24 differently. But that's not the case that we have here. It's

25 hard to imagine a prepacked case with billions of dollars of

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1 secured and unsecured debt saying we support your decision to

2 file and where you will file and the timing of the filing and

3 agree to provide funding, and everyone will be treated equally

4 on account of their claims, and general unsecured creditors

5 will be paid in full and have that constitute cause as a bad6

faith filing.

7 Venue in this district is not at issue. It is being

8 in the U.S. The debtors filing their Chapter 11 plan,

9 supported by about 3.6 billion of about a little over 4 billion

10 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 the

13 reasons I stated earlier, based on the on-the-spot analysis.

14 Intrum's going to have to start a Swedish proceeding, and a

15 Swedish court will exercise its judgment on any important

16 matters before it.

17 The ad hoc group cited to Yukos. This case is not

18 like Yukos. Yukos' main asset was oil and gas that was

19 actually still in Russia. Now, Yukos -- like in the ground.

20 Yukos had disputes with the Russian Federation, filed a Chapter

21 11 petition asking the bankruptcy court to halt the Russian

22 government's tax collection actions and to obtain loans

23 superior to the Russian government's claims. Yukos also wanted

24 to serve Russian creditors by email and to compel the Russian

25 government to submit to international arbitration. All of that

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1 raised obvious questions about a bankruptcy court's

2 jurisdiction to force participation of the Russian government,

3 and there were natural international comedy considerations.

4 But comedy is a consideration, though. One cannot

5 overlook that Intrum is a Swedish company. Just like the Court

6 found in Avianca, I don't think it's warranted here to have

7 Intrum, you know, pause these proceedings and have Intrum start

8 a Swedish proceeding before seeking release here or suspending

9 these cases, especially on the record before this Court and the

10 positions taken by the overwhelming creditor's support.

11 I do note it is a conditioned proceeding of the

12 effective date of this chapter -- of a Chapter 11 plan here for

13 the Swedish reorganization plan to be confirmed. That's not

14 uncommon in these kind of cases. A Swedish court will make its

15 own determinations in the future. I have nothing to say about

16 that.

17 The effect of any confirmation order that I would

18 enter is limited to its words and will have the effect of law

19 that it has.

20 So let me turn now to disclosure statement and plain

21 confirmation issues.

22 No party really disputed the disclosure statement,

23 but I think the Court still has an independent duty to

24 determine that the disclosure statement satisfies the

25 applicable requirements of the Bankruptcy Code. I'm going to

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1 note that the disclosure statement and the related exhibits

2 contain sufficient information of the kind necessary to satisfy

3 the disclosure statement requirements. It contains adequate

4 information as such term as defined in Section 1125 of the

5 Code.

6 I'm going to find that the filing of the disclosure

7 statement satisfied Bankruptcy Rule 3016 and the injunction

8 released in the exculpation provisions in the plan and in the

9 disclosure statement were described in bold font with specific

10 and conspicuous language. In all, acts to be enjoined and

11 identity of entities that would be subject to an injunction by

12 this Court were in bold font and with conspicuous language, so

13 Bankruptcy Rule 3016(c) was satisfying.

14 I know the U.S.T. objects to language in one ballot

15 that could be read to bind someone who opted out of the

16 releases. To avoid any such confusion, the confirmation order

17 will need to state that any party who opted out of the third18

party releases in the plan is not bound by such releases.

19 The ad hoc group of 2025 note holders objected to

20 plan confirmation. They argued that the plan doesn't comply

21 with 1129(a)(1) and (a)(2) because the plan was not proposed in

22 good faith, provides for the payment of original issued

23 discount disallowed under Section 502(b), and impairs parties'

24 due process rights by enjoining challenges to the anticipated

25 Swedish restructuring.

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 28 of 38

28

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1 Note that Section -- Bankruptcy Code does require

2 that the plan be filed in good faith and not by any means

3 forbidden by law. Fifth Circuit has held that good faith

4 should be evaluated in light of the totality of the

5 circumstances surrounding establishment of the plan,

6 mindfulness of the purposes underlying the Code, and that

7 generally where a plan is proposed with a legitimate and honest

8 purpose to reorganize and has a reasonable hope of success, the

9 good faith requirement is satisfied. That's the famous Village

10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.

11 2013).

12 The good faith analysis here is about filing the

13 plan, which is different than the 1112(b) good faith analysis,

14 but you can see that the considerations, kind of the on-the15

spot evaluation, looking at all the circumstances that surround

16 either the filing of the case under 1112(b) and the

17 consideration of how the plan was filed, the considerations

18 that went into filing, the Fifth Circuit is consistent in how

19 it considers analyses for good faith and gives bankruptcy

20 courts and instructs bankruptcy courts to kind of consider

21 everything in light of a case.

22 The plan addressed Intrum's financial issues, which

23 were significant. Let's be honest about it. The debtors had

24 about 4.6 billion of funded debt obligations as of the petition

25 date. Again, over $3 billion was set to mature over the course

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 29 of 38

29

ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)

1 of 2025 and 2026.

2 The plan maximizes the value for all stakeholders

3 through a deleveraging of the balance sheet and a

4 reorganization of their capital structure, allows debtors to

5 pay their debts when they become due, and is a step towards

6 renewed access to the capital markets.

7 And again, all note holders are being treated under

8 the plan on a pari passu basis. So based upon the entire

9 record before the Court, there's little doubt that this plan

10 was proposed in good faith for an honest purpose to reorganize

11 and has reasonable hope of success.

12 The original issue discount objection is not really a

13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide

14 respectively that a plan and the plan proponent must comply

15 with the applicable provisions of the Code and applicable law.

16 Section 502(b)(2) of the Code governs allowances of claims and

17 interests.

18 And I need to determine whether certain amounts of

19 the notes claims are allegedly arising from OID should be

20 disallowed or allowed today. That's because no holder of notes

21 is receiving more than the allow amount of its claim. All

22 holders of its allowable claim, I should say. That's because

23 no holder of notes is receiving more than its allowable claim.

24 They're receiving about 90 percent of the value of their

25 claims.

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 30 of 38

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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 -- is

5 because this plan approves a global settlement. It's really

6 just about getting to the number, and that number is below the

7 full value of the potential debt claims. The ad hoc group

8 objects, but it's benefiting from the economics of the

9 settlement. It will receive interest on its notes, and it's

10 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 of

15 the settlement, and the settlement can be, and the Bankruptcy

16 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 each

19 claim or interest of a particular class unless the holder of a

20 particular claim agrees to less favorable treatment.

21 Now, the equality addressed by 1123(a)(4) extends

22 only to the treatment of the members of the same class of

23 claims, not to the plan's overall treatment of the creditors

24 holding those claims. Creditors shouldn't confuse similar

25 treatment of claims with equal treatment of claims.

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 31 of 38

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1 Parties can receive the same distribution in a class,

2 but then a subset of those creditors can receive other forms of

3 compensation for matters unrelated to their plan, assuming

4 there's a justification for it, right? Or there may be

5 differences in the debt instruments within the proper class of

6 claimants, like you have here, different issuances of notes.

7 So allowances of what can be considered OID and the

8 payment of certain fees to supporting creditors doesn't violate

9 the equal treatment principle set forth in 1123(a)(4). That

10 one set of note holders has different contractual entitlements

11 to another so it doesn't render a plan unconfirmable.

12 To the extent that there is OID, it's also allowable

13 under the plan as part of the global settlement, right? The

14 lockup agreement is also assumed, so the consent fees, which

15 were offered and available to the ad hoc group prepetition, you

16 know, can be approved and paid on those terms, right? These

17 fees are not being paid on account of the claim. There's other

18 consideration going on there.

19 I would say that it appeared to the Court that

20 certain -- at least the ad hoc group believed that they may be

21 entitled to some OID. And I think if they think they should,

22 then -- and I think I can review note agreement language and

23 determine if they're entitled to it, but I don't think that's a

24 bar to plan confirmation, right? Under the plan, again, all

25 notes claims are subject to the same treatment and any

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 32 of 38

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1 disparity of payment is based on the debt term documents. It's

2 not caused by the plan.

3 Finally, the injunction provisions, I think, are

4 customary and appropriate. I don't think they preclude parties

5 from raising issues of Swedish law. The confirmation does

6 contain a number of findings and provisions authorizing the

7 debtors to implement the plan.

8 I think the injunction really just reiterates kind of

9 keeping everything in place until the effective date of the

10 plan, and again, that's really largely dependent upon factors

11 that are outside of this Court. But nothing in the plan

12 prevents the ad hoc group or others from, I think they have

13 rights under Swedish law.

14 Let me finally turn to the Office of the United

15 States Trustee's objection on releases. It's kind of a common

16 objection now here in the Office of the United States Trustee

17 for around the country.

18 Based upon the Supreme Court's recent decision in the

19 Purdue Pharma case that resolved a circuit split about non20

consensual third-party releases in Chapter 11 plans, the

21 Supreme Court held that the Bankruptcy Code didn't authorize a

22 release, an injunction that is part of a plan of reorganization

23 under Chapter 11 effectively sought to discharge claims against

24 a non-debtor without the consent of affected claimants. The

25 Office of the United States Trustee is a party that has

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 33 of 38

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ACCESS 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 this

3 objection. I've got no issues with it. I think we have, quite

4 frankly, some of the best United States Trustees in the United

5 States. They're some of the hardest-working ones, too. A lot

6 of cases get filed in this district, which requires that the

7 Office of the United States Trustee works late. They work on

8 weekends. And they have every right to fulfill what they

9 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 Diamond

12 Sports confirmation hearing, and I also ruled in Robertshaw,

13 that, you know, Purdue decision was about non-consensual third14

party releases. Justice Gorsuch also clarified that nothing

15 should cast doubt on consensual ones, and nothing is construed

16 to question consensual third-party releases there. And I read

17 those words literally.

18 The Supreme Court, I'm not here to expand or narrow

19 the scope of the Supreme Court's holding. And I do find that

20 the consensual releases in the plan satisfy applicable law and

21 the procedure for complex cases in the Southern District of

22 Texas. Parties were provided detailed notice about the plan,

23 the deadline to object to the plan confirmation, the voting

24 deadline, the opportunity to opt out of the releases. They

25 were made in conspicuous language.

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 34 of 38

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1 The disclosure statement included a detailed

2 description about the third-party releases, which were

3 consensual, and the opt-out. The ballots allowed parties to

4 carefully review those terms. Intrum also caused the third5

party release language to be published.

6 So based upon the record, the release is specific

7 enough to put releasing parties about notice about the types of

8 claims released and that the opt-out worked. There's no

9 evidence in the record of coercion or confusion by parties. I

10 also think that their consensual third-party releases were

11 narrowly tailored to this case. They really related to, among

12 other things, the debtors in their Chapter 11 cases, their

13 estates.

14 And there's a carve-out for actual fraud, willful

15 misconduct, or gross negligence. So you know, any bad acts are

16 not being released here.

17 And I do know, and I think it's an important one, one

18 that you don't often see, and you see it because it's a

19 prepack. General unsecured creditors are paid in full, and

20 they're not subject to the consensual third-party releases

21 here. So concerns about the opt-out and potential unfisticated

22 parties receiving it, really not an issue here.

23 The ad hoc group of 2025 note-holders is led by some

24 of the best lawyers in America. They have the opportunity to

25 opt-out, and based upon the voting record, it appears they did

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 35 of 38

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1 just that.

2 I would also note that there's unrefuted evidence

3 that the third-party release was an integral part of the plan

4 and a condition of the settlement set forth in the plan, and

5 they were a core consideration, right, among the parties to

6 their agreements and the lock-up and instrumental in the

7 development of that.

8 And they were instrumental in facilitating and

9 gaining support for the plan. and the Chapter 11 cases. I'd

10 note that the plan satisfies every other applicable code

11 section under 1123 and 1129 and every other applicable plan

12 confirmation-related section of the Code.

13 I'd also note that the debtors, the professionals

14 that have appeared before me, the actions of the board based

15 upon the record before me, and every party who has appeared

16 before me, and I also include the ad hoc group of 2025 note17

holders, there was the unsecured creditors and the note-holder

18 groups who supported the plan as well. I'm thinking about and

19 looking out and seeing a couple of them here today. Everybody

20 acted in good faith throughout the case, and they're entitled

21 to those findings from me.

22 I also find that based upon the record before me that

23 the parties involved in the solicitation of the plan are

24 entitled to the protections under Section 1125(e) of the

25 Bankruptcy Code. So I'm going to affirm and confirm the

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 36 of 38

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1 Chapter 11 plan of Intrum. I'm going to overrule and deny the

2 motion to dismiss. I'm going to overrule all the plan

3 confirmation objections.

4 I'm just going to -- to the proposed confirmation

5 order that was on file, I'm going to add a sentence. I did it

6 in Robertshaw, too, that kind of added, kind of for the reasons

7 as well stated today on the record, and then also kind of the

8 language that I know that the Office of the United States

9 Trustee was looking for. It's a sentence that we added in the

10 Robertshaw confirmation order that just confirms that

11 notwithstanding anything to the contrary, anybody who opted out

12 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 times

16 everywhere else. I wish everyone a happy New Year, and I thank

17 everyone for the excellence that was just throughout the entire

18 process.

19 I know I tell parties I try to get them something by

20 the -- before then, but I really wanted to take the weekend to

21 really kind of help crystallize and articulate some of the

22 analysis, and I wanted to go back and do some additional

23 studying and read cases and not rush it.

24 It's an important case to many people for different

25 reasons, and I wanted to make sure that -- I, you know, if I

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 37 of 38

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1 wanted to take the time to read and think more, that I took

2 every liberty to do so, and I'm comfortable with the Court's

3 decision. So I thank everyone. Have a good day.

4 We're adjourned.

5 (Proceedings concluded at 11:56 a.m.)

6 * * * * *

7

8

9

10

11

12

13

14

15 C E R T I F I C A T I O N

16

17 I, Heidi Jolliff, court-approved transcriber, hereby

18 certify that the foregoing is a correct transcript from the

19 official electronic sound recording of the proceedings in the

20 above-entitled matter.

21

22

23 ____________________________

24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 2025

25 ACCESS TRANSCRIPTS, LLC

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 38 of 381

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

In re:

INTRUM AB, et al.,1

Debtors.

Chapter 11

Case No. 24-90575 (CML)

(Jointly Administered)

NOTICE OF APPEAL

Pursuant 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 Texas

from (i) the Order Denying Motion of the Ad Hoc Committee of Holders 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) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) the

Order (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11

Plan 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 a

copy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of the

Bankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and Confirmation

Order (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 6

2

I. APPELLANT

A. Name of Appellant:

The members of the AHC include:

Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; Caius

Capital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; Fir

Tree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolio

of LMA SPC; Star V Partners LLC; and TQ Master Fund LP.

Attorneys for the AHC:

QUINN EMANUEL URQUHART & SULLIVAN, LLP

Christopher D. Porter (SBN 24070437)

Joanna D. Caytas (SBN 24127230)

Melanie A. Guzman (SBN 24117175)

Cameron M. Kelly (SBN 24120936)

700 Louisiana Street, Suite 3900

Houston, TX 77002

Telephone: (713) 221-7000

Facsimile: (713) 221-7100

Email: chrisporter@quinnemanuel.com

joannacaytas@quinnemanuel.com

melanieguzman@quinnemanuel.com

cameronkelly@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 Avenue

New York, New York 10016

Telephone: (212) 849-7000

Facsimile: (212) 849-7100

Email: benjaminfinestone@quinnemanuel.com

sascharand@quinnemanuel.com

katescherling@quinnemanuel.com

B. Positions of appellant in the adversary proceeding or bankruptcy case that is

the subject of this appeal:

Creditors

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 6

3

II. THE SUBJECT OF THIS APPEAL

A. Judgment, order, or decree appealed from:

The Order Denying Motion of the Ad Hoc Committee of Holders 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) (ECF No. 262); the Order (I) Approving Disclosure Statement

and (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 Oral

Ruling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECF

No. 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 the

Confirmation Order on December 31, 2024.

III. OTHER PARTIES TO THIS APPEAL

Intrum AB and Intrum AB of Texas LLC

MILBANK LLP

Dennis F. Dunne (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

55 Hudson Yards

New York, NY 10001

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Email: ddunne@milbank.com

jfedell@milbank.com

–and–

Andrew M. Leblanc (admitted pro hac vice)

Melanie Westover Yanez (admitted pro hac vice)

1850 K Street, NW, Suite 1100

Washington, DC 20006

Telephone: (202) 835-7500

Facsimile: (202) 263-7586

Email: aleblanc@milbank.com

mwyanez@milbank.com

–and–

PORTER HEDGES LLP

John F. Higgins (SBN 09597500)

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 6

4

Eric D. Wade (SBN 00794802)

M. Shane Johnson (SBN 24083263)

1000 Main Street, 36th Floor

Houston TX 77002

Telephone: (713) 226-6000

Facsimile: (713) 226-6248

Email: jhiggins@porterhedges.com

ewade@porterhedges.com

sjohnson@porterhedges.com

IV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEAL

The following chart lists certain parties that are not parties to this appeal, but that may have

an interest in the outcome of the case. These parties should be served with notice of this appeal

by 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 6

5

Respectfully submitted this 13th day of January, 2025.

QUINN EMANUEL URQUHART &

SULLIVAN, LLP

/s/ Christopher D. Porter

Christopher D. Porter (SBN 24070437)

Joanna D. Caytas (SBN 24127230)

Melanie A. Guzman (SBN 24117175)

Cameron M. Kelly (SBN 24120936)

700 Louisiana Street, Suite 3900

Houston, TX 77002

Telephone: (713) 221-7000

Facsimile: (713) 221-7100

Email: chrisporter@quinnemanuel.com

joannacaytas@quinnemanuel.com

melanieguzman@quinnemanuel.com

cameronkelly@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 Avenue

New York, New York 10016

Telephone: (212) 849-7000

Facsimile: (212) 849-7100

Email: benjaminfinestone@quinnemanuel.com

sascharand@quinnemanuel.com

katescherling@quinnemanuel.com

COUNSEL FOR THE AD HOC COMMITTEE OF

INTRUM AB 2025 NOTEHOLDERS

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6

CERTIFICATE OF SERVICE

I, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy of

the foregoing document has been served via the Electronic Case Filing System for the United

States Bankruptcy Court for the Southern District of Texas.

/s/ Christopher D. Porter

By: Christopher D. Porter

Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6

EXHIBIT A

Case 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 3

1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB, et al.,1 ) Case No. 24-90575 (CML)

))

Jointly Administered

Debtors. )

)

ORDER DENYING MOTION OF THE AD HOC

COMMITTEE OF HOLDERS 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)

(Related to Docket No. 27)

This matter, having come before the Court upon the Motion of the Ad Hoc Committee of

Holders 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 to

Dismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad Hoc

Committee of Holders 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) (the “Objection”) and

any other responses or objections to the Motion to Dismiss; and this Court having jurisdiction over

this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court having

found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found

that it may enter a final order consistent with Article III of the United States Constitution; and this

Court 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’ service

address in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.

United States Bankruptcy Court

Southern District of Texas

ENTERED

December 31, 2024

Nathan Ochsner, Clerk

CCaassee 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 3

2

estates; and this Court having found that the Debtors’ notice of the Objection and opportunity for

a hearing on the Motion to Dismiss and Objection were appropriate and no other notice need be

provided; and this Court having reviewed the Motion to Dismiss and Objection and having

heard the statements in support of the relief requested therein at a hearing before this Court; and

this Court having determined that the legal and factual bases set forth in the Objection

establish just cause for the relief granted herein; and upon all of the proceedings had before

this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY

ORDERED 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 all

matters arising from or related to the implementation, interpretation, and enforcement of this Order.

DAeucegmubste 0r 23,1 2, 0210294

CCaassee 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 3

EXHIBIT B

Case 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB et al.,1 ) Case No. 24-90575 (CML)

)

)

(Jointly Administered)

Debtors. )

)

ORDER (I) APPROVING

DISCLOSURE STATEMENT AND

(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11

PLAN OF INTRUM AB AND ITS AFFILIATED

DEBTOR (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 (as

amended and restated on August 15, 2024, and as further modified,

supplemented, or otherwise amended from time to time in accordance with its

terms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,

dated as of July 10, 2024, (as amended and restated on November 15, 2024 and

as further modified, supplemented, or otherwise amended from time to time in

accordance with its terms), setting out the terms of the backstop commitments

provided by the Backstop Providers to backstop the entirety of the issuance of

New Money Notes (as may be further amended, restated, amended and restated,

modified or supplemented from time to time in accordance with the terms

thereof, the “Backstop Agreement”) which set forth the terms of a consensual

financial 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 Intrum

AB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (as

the same may be further amended, modified and supplemented from time to

time, the “Plan”), by causing the transmittal, through their solicitation and

balloting agent, Kroll Restructuring Administration LLC (“Kroll”), to the

holders of Claims entitled to vote on the Plan of, among other things: (i) the

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 2102, #1312, Houston, TX 77002.

United States Bankruptcy Court

Southern District of Texas

ENTERED

December 31, 2024

Nathan Ochsner, Clerk

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 1 2 o of f1 13345

2

Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate (as the same may be

further amended, modified and supplemented from time to time, the

“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on the

Plan (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 States

Bankruptcy 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 of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and the

Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB and

its Debtor Affiliate [Docket No. 17];

f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of of

the 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 Kroll

Restructuring Administration LLC Regarding the Solicitation of Votes and

Tabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” and

together with the Plan, the Disclosure Statement, the Ballots, and the

Solicitation Affidavit, the “Solicitation Materials”);

h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearing

on (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,

(II) Approving Solicitation Procedures and Form and Manner of Notice of

Commencement, Combined Hearing, and Objection Deadline, (III) Fixing

Deadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)

Directing the United States Trustee Not to Convene Section 341 Meeting of

Creditors and (B) Waiving Requirement to File Statements of Financial Affairs

and 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 the

Confirmation Schedule (as defined therein); (ii) conditionally approved the

Disclosure Statement and its use in the Solicitation; and (iii) scheduled the

Combined Hearing on December 16, 2024, at 1:00 p.m. (prevailing Central

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Time) to consider the final approval of the Disclosure Statement and the

confirmation of the Plan (the “Combined Hearing”);

i. served, through Kroll, on November 20, 2025, on all known holders of Claims

and Interests, the U.S. Trustee and certain other parties in interest, the Notice

of: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on the

Disclosure Statement and Confirmation of the Plan, and (III) Certain Objection

Deadlines (the “Combined Hearing Notice”) as evidence by the Affidavit of

Service [Docket No. 160];

j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to be

published in the New York Times (national and international editions) and the

Financial Times (international edition), as evidenced by the Certificate of

Publication [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 of

Confirmation of the Joint Prepackaged Plan of Reorganization of Intrum AB

and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [Docket

No. 155];

m. Filed on December 14, 2024, the:

i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on a

Final Basis, Adequacy of the Disclosure Statement; (II) Confirming the

Joint 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 Joint

Prepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.

[Docket No. 189] (the “Confirmation Declaration”); and

iii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and its

Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (Further

Technical Modifications) [Docket No. 191];

n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan of

Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11

of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];

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WHEREAS, the Court having, among other things:

a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadline

for Filing objection to the adequacy of the Disclosure Statement and/or

Confirmation2 of the Plan (the “Objection Deadline”);

b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [and

continuing through December 17, 2024], the Combined Hearing;

c. heard the statements, arguments, and any objections made at the Combined

Hearing;

d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,

the Confirmation Brief, the Confirmation Declaration, the Solicitation

Affidavit, and the Voting Declaration;

e. overruled (i) any and all objections to approval of the Disclosure Statement, the

Plan, and Confirmation, except as otherwise stated or indicated on the record,

and (ii) all statements and reservations of rights not consensually resolved or

withdrawn, unless otherwise indicated; and

f. reviewed and taken judicial notice of all the papers and pleadings Filed

(including any objections, statement, joinders, reservations of rights and other

responses), all orders entered, and all evidence proffered or adduced and all

arguments made at the hearings held before the Court during the pendency of

these cases;

NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of the

Combined Hearing and the opportunity for any party in interest to object to the Disclosure

Statement and the Plan having been adequate and appropriate as to all parties affected or to be

affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set

forth in the documents Filed in support of approval of the Disclosure Statement and Confirmation

and other evidence presented at the Combined Hearing establish just cause for the relief granted

herein; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy

Court makes and issues the following findings of fact and conclusions of law, and orders for the

reasons 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 the

Disclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this Combined

Order.

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I. FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT 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 the

Combined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law under

Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules

7052 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 to

28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is proper

pursuant 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 States

Constitution.

C. Eligibility for Relief.

3. The Debtors were and continue to be entities eligible for relief under section

109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of the

Plan 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. On

November 18, 2024, the Court entered an order [Docket No. 51] authorizing the joint

administration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtors

have operated their businesses and managed their properties as debtors in possession pursuant to

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sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee

has been appointed in these Chapter 11 Cases.

E. Adequacy of the Disclosure Statement.

5. The Disclosure Statement and the exhibits contained therein (i) contains

sufficient information of a kind necessary to satisfy the disclosure requirements of applicable

nonbankruptcy 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 section

1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactions

contemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).

The injunction, release, and exculpation provisions in the Plan and the Disclosure Statement

describe, in bold font and with specific and conspicuous language, all acts to be enjoined and

identify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule

3016(c).

F. Solicitation.

6. As described in and evidenced by the Voting Declaration, the Solicitation

and 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 to

the Solicitation, including the registration requirements under the Securities Act. The Solicitation

Materials, including the Ballots and the Opt Out Form (as defined below), adequately informed

the holders of Claims entitled to vote on the Plan of the procedures and deadline for completing

and submitting the Ballots.

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7. The Debtors served the Combined Hearing Notice on the entire creditor

matrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Notice

adequately informed Holders of Claims or Interests of critical information regarding voting on (if

applicable) 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-Party

Release. 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 opt

out of the Third-Party Release. No further notice is required. The period for voting on the Plan

provided a reasonable and sufficient period of time and the manner of such solicitation was an

appropriate 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 of

Claims 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 amounts

required by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on the

Plan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in good

faith, fair, reasonable, and conducted in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, the

Scheduling 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 the

Court. The Plan Supplement (including as subsequently modified, supplemented, or otherwise

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amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors

provided good and proper notice of the filing in accordance with the Bankruptcy Code, the

Bankruptcy 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 by

reference into the Plan. No other or further notice is or will be required with respect to the Plan

Supplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistent

therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement

and any of the documents contained therein or related thereto, in accordance with the Plan, on or

before the Effective Date.

I. Modifications to the Plan.

10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the

Plan 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, or

modifications that do not otherwise materially and adversely affect or change the treatment of any

other Claim or Interest under the Plan. These modifications are consistent with the disclosures

previously made pursuant to the Disclosure Statement and Solicitation Materials, and notice of

these modifications was adequate and appropriate under the facts and circumstances of the Chapter

11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additional

disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section

1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests be

afforded 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 prior

to such modification shall be binding and shall apply with respect to the Plan.

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J. Objections Overruled.

11. Any resolution or disposition of objections to Confirmation explained or

otherwise ruled upon by the Court on the record at the Confirmation Hearing is hereby

incorporated 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 proving

the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the

evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven

the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who

testified 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 Bankruptcy

Code.

13. The Plan complies with all applicable provisions of section 1129 of the

Bankruptcy Code as follows:

a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the

Bankruptcy 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 the

Bankruptcy 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 Debtor

into Classes, based on differences in the legal nature or priority of such Claims and Interests (other

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than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which are

addressed in Article II of the Plan and Unimpaired, and are not required to be designated as

separate 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 and

Interests created under the Plan, the classifications were not implemented for any improper

purpose, and the creation of such Classes does not unfairly discriminate between or among holders

of Claims or Interests.

16. In accordance with section 1122(a) of the Bankruptcy Code, each Class of

Claims or Interests contains only Claims or Interests substantially similar to the other Claims or

Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),

1122(b), and 1123(a)(1) of the Bankruptcy Code

ii. Section 1123(a)(2) – Specifications of Unimpaired Classes.

17. Article III of the Plan specifies that Claims and Interests in the classes

deemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims and

Intercompany Interests are either Unimpaired and conclusively presumed to have accepted the

Plan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, in

either event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Plan

specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plan

does not classify these Claims. Accordingly, the Plan satisfies the requirements of section

1123(a)(2) of the Bankruptcy Code.

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iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes

18. Article III.B of the Plan specifies the treatment of each Voting Class under

the Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section

1123(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 Interest

in any particular Class, as the case may be, unless the holder of a particular Claim or Interest has

agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan

satisfies 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 Supplement

provide 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 sheet

and other financial transactions provided for by the Plan; (c) the consummation of the transactions

contemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed and

the Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuance

of Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to the

Plan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the Facility

Agreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) the

consummation of the Rights Offering in accordance with the Plan, Rights Offering Documents

and the Lock-Up Agreement; (i) the granting of all Liens and security interests granted or

confirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the Exchange

Notes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and the

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Senior Secured Term Loan Agreement pursuant to the New Security Documents (including any

Liens 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) the

consummation 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 Restructuring

Implementation 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 Code

vi. Section 1123(a)(6) – Non-Voting Equity Securities.

21. The Company’s organizational documents in accordance with the Swedish

Companies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of the

Effective 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 successor

to and such officer, director, or trustee) of the Reorganized Debtors will be determined in

accordance with the existing organizational documents, which is consistent with the interests of

creditors and equity holders and with public policy. Accordingly, the Plan satisfies the

requirements of section 1123(a)(7) of the Bankruptcy Code.

b. Section 1123(b) – Discretionary Contents of the Plan

23. The Plan contains various provisions that may be construed as discretionary

but not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision

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complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable

provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).

i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims or

Interests

24. 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 and

Unexpired Leases

25. Article V of the Plan provides for the assumption of the Debtors’ Executory

Contracts and Unexpired Leases as of the Effective Date unless such Executory Contract or

Unexpired 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 Executory

Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to a

motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested

effective date of such rejection is after the Effective Date. Thus, the Plan satisfies section

1123(b)(2).

iii. Compromise and Settlement

26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and

Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under

the 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 of

Claims or Interests may have with respect to any Allowed Claim or Interest or any distribution to

be made on account of such Allowed Claim or Interest. Such compromise and settlement is the

product of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted in

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the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise of

all Claims, Interests, and controversies and entry into which represented a sound exercise of the

Debtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonable

and in the best interests of the Debtors and their Estates.

27. The releases of the Debtors’ directors and officers are an integral component

of 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 preand

post-Petition Date negotiations with stakeholder groups, and ensured the uninterrupted

operation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant time

and effort to make the restructuring a success and maximize the value of the Debtors’ businesses

in a challenging operating environment; (c) attended and, in certain instances, testified at

depositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,

management meetings, and board meetings related to the restructuring; (e) are entitled to

indemnification from the Debtors under applicable non-bankruptcy law, organizational

documents, 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 other

pleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter

11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as of

the 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 would

decrease rather than increase the value of the estates. The releases of the Debtors’ directors and

officers contained in the Plan have the consent of the Debtors and the Releasing Parties and are in

the best interests of the estates.

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iv. Debtor Release

28. The releases of claims and Causes of Action by the Debtors, Reorganized

Debtors, and their Estates described in Article VIII.C of the Plan in accordance with section

1123(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’ pursuit

of any such claims against the Released Parties is not in the best interests of the Estates’ various

constituencies because the costs involved would outweigh any potential benefit from pursuing

such 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 of

the comprehensive settlement implemented under the Plan; (b) in exchange for the good and

valuable consideration provided by the Released Parties; (c) a good faith settlement and

compromise of the claims and Causes of Action released by the Debtor Release; (d) materially

beneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and is

important to the overall objectives of the Plan to finally resolve certain Claims among or against

certain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given and

made after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claim

or Cause of Action released by the Debtor Release against any of the Released Parties. The

probability of success in litigation with respect to the released claims and Causes of Action, when

weighed against the costs, supports the Debtor Release. With respect to each of these potential

Causes of Action, the parties could assert colorable defenses and the probability of success is

uncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes of

Action against the Released Parties is not in the best interests of the Estates or the Debtors’ various

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constituencies because the costs involved would likely outweigh any potential benefit from

pursuing such claims or Causes of Action

30. Holders of Claims and Interests entitled to vote have overwhelmingly voted

in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was

negotiated before and after the Petition Date by sophisticated parties represented by able counsel

and advisors, including the Consenting Creditors. The Debtor Release is therefore the result of a

hard fought and arm’s-length negotiation process conducted in good faith.

31. The Debtor Release appropriately offers protection to parties that

participated in the Debtors’ restructuring process, including the Consenting Creditors, whose

participation in the Chapter 11 Cases is critical to the Debtors’ successful emergence from

bankruptcy. Specifically, the Released Parties, including the Consenting Creditors, made

significant concessions and contributions to the Chapter 11 Cases, including, entering into the

Lock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, and

waiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (as

part of the compromises composing the settlement underlying the revised Plan) in order to

facilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The Debtor

Release for the Debtors’ directors and officers is appropriate because the Debtors’ directors and

officers share an identity of interest with the Debtors and, as previously stated, supported and made

substantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of the

Debtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, and

implementation during the Chapter 11 Cases, and have provided other valuable consideration to

the Debtors to facilitate the Debtors’ successful reorganization and continued operation.

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32. The scope of the Debtor Release is appropriately tailored under the facts

and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by

the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the

Plan, the Debtor Release is appropriate.

v. Release by Holders of Claims and Interests

33. The release by the Releasing Parties (the “Third-Party Release”), set forth

in 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 opt

out from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to

28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by the

Released Parties; (d) a good faith settlement and compromise of the claims and Causes of Action

released by the Third-Party Release; (e) materially beneficial to, and in the best interests of, the

Debtors, their Estates, and their stakeholders, and is important to the overall objectives of the Plan

to finally resolve certain Claims among or against certain parties in interest in the Chapter 11

Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for

hearing; (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 any

claim 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 of

the Bankruptcy Code.

34. The Third-Party Release is an integral part of the agreement embodied in

the Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party Release

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facilitated 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 the

Plan and preventing significant and time-consuming litigation regarding the parties’ respective

rights and interests. The Third-Party Release was a core negotiation point in connection with the

Plan 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 Release

appropriately offers certain protections to parties who constructively participated in the Debtors’

restructuring process—including the Consenting Creditors (as set forth above)—by, among other

things, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in the

case 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 the

pari passu transaction that is the basis of the restructuring proposed under the Plan and provided

a much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (in

exchange for other consideration).

35. Furthermore, the Third-Party Release is consensual as to all parties in

interest, including all Releasing Parties, and such parties in interest were provided notice of the

chapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and the

Combined Hearing and were properly informed that all holders of Claims against or Interests in

the Debtors that did not file an objection with the Court in the Chapter 11 Cases that included an

express objection to the inclusion of such holder as a Releasing Party under the provisions

contained 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 and

Causes of Action against the Debtors and the Released Parties. Additionally, the release provisions

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of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure

Statement, the Ballots, and the applicable notices. Except as set forth in the Plan, all Releasing

Parties were properly informed that unless they (a) checked the “opt out” box on the applicable

Ballot 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 before

entry of this Confirmation Order, they would be deemed to have expressly consented to the release

of all Claims and Causes of Action against the Released Parties.

36. The Ballots sent to all holders of Claims and Interests entitled to vote, as

well as the notice of the Combined Hearing sent to all known parties in interest (including those

not entitled to vote on the Plan), unambiguously provided in bold letters that the Third-Party

Release was contained in the Plan.

37. The scope of the Third-Party Release is appropriately tailored under the

facts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequate

notice of the Third-Party Release. Among other things, the Plan provides appropriate and specific

disclosure with respect to the claims and Causes of Action that are subject to the Third-Party

Release, and no other disclosure is necessary. The Debtors, as evidenced by the Voting

Declaration and Certificate of Publication, including by providing actual notice to all known

parties in interest, including all known holders of Claims against, and Interests in, any Debtor and

publishing notice in international and national publications for the benefit of unknown parties in

interest, provided sufficient notice of the Third-Party Release, and no further or other notice is

necessary. The Third-Party Release is designed to provide finality for the Debtors, the

Reorganized Debtors and the Released Parties regarding the parties’ respective obligations under

the Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, any

party who timely opted-out of the Third-Party Release is not bound by the Third-Party

Release.

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38. The Third-Party Release is specific in language, integral to the Plan, and

given for substantial consideration. The Releasing Parties were given due and adequate notice of

the Third-Party Release, and thus the Third-Party Release is consensual under controlling

precedent 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 the

consensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release is

appropriate

vi. 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, was

formulated following extensive good-faith, arm’s-length negotiations with key constituents, and is

appropriately limited in scope.

40. No Entity or Person may commence 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 or reasonably likely to relate to any 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 a Covered Entity), unless expressly

authorized 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 such

Entity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole

and exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Cause

of Action is colorable and, only to the extent legally permissible and as provided for in Article XI,

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shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, or

Cause of Action.

vii. Injunction.

41. The injunction provisions set forth in Article VIII.F of the Plan are essential

to 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 the

Plan. 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 the

Debtors 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 the

Reorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to the

Causes of Action to be retained by the Debtors, and the Plan and Plan Supplement provide

meaningful 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 of

the Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of any

doubt, Causes of Action released or exculpated under the Plan will not be retained by the

Reorganized Debtors.

c. Section 1123(d) – Cure of Defaults

43. Article V.D of the Plan provides for the satisfaction of Cure Claims

associated with each Executory Contract and Unexpired Lease to be assumed in accordance with

section 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed Executory

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Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy

Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations

described in Article V.D of the Plan, or on such other terms as the parties to such Executory

Contracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will be

determined in accordance with the procedures set forth in Article V.D of the Plan, and applicable

bankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, or

provide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumed

Executory Contracts and Unexpired Leases in accordance with section 365(b)(1) of the

Bankruptcy 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 Applicable

Provisions of the Bankruptcy Code.

44. The Debtors, as proponents of the Plan, have complied with all applicable

provisions 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 the

Bankruptcy Code requirements, and not by any means forbidden by law. In determining that the

Plan has been proposed in good faith, the Court has examined the totality of the circumstances

filing of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“Intrum

Texas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith is

evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the record

of the Combined Hearing and other proceedings held in the Chapter 11 Cases

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46. The Plan (including the Plan Supplement and all other documents necessary

to effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among the

Debtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including the

Consenting Creditors and each of their respective professionals. The Plan itself and the process

leading 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 with

the belief that the Debtors were in need of reorganization and the Plan was negotiated and proposed

with 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 Bankruptcy

Code 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 issuing

securities or acquiring property under the Plan, for services or costs and expenses in connection

with 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, the

Plan satisfies the requirements of section 1129(a)(4).

g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with the

Interests 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 Plan

Supplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied the

requirements of section 1129(a)(5) of the Bankruptcy Code.

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h. Section 1129(a)(6)—Rate Changes.

49. The Plan does not contain any rate changes subject to the jurisdiction of any

governmental regulatory commission and therefore will not require governmental regulatory

approval. 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 Statement

and the other evidence in support of the Plan that was proffered or adduced at the Combined

Hearing, 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 or

proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been

controverted by other evidence; and (d) establish that each holder of Allowed Claims or Interests

in each Class will recover as much or more value under the Plan on account of such Claim or

Interest, as of the Effective Date, than the amount such holder would receive if the Debtors were

liquidated 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 creditors

and 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 Unimpaired

Classes; Acceptance of the Plan by Certain Voting Classes.

51. The classes deemed to accept the Plan are Unimpaired under the Plan and

are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Each

Voting Class voted to accept the Plan. For the avoidance of doubt, however, even if section

1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable because

the Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classes

and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as described

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further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are also

satisfied.

k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section

507(a) of the Bankruptcy Code.

52. The treatment of Administrative Claims, Professional Fee Claims, and

Priority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in all

respects 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 overwhelmingly

voted 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 the

Bankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of the

Bankruptcy Code are satisfied.

m. Section 1129(a)(11)—Feasibility of the Plan.

54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The

financial projections attached to the Disclosure Statement as Exhibit D and the other evidence

supporting 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 feasible

and Confirmation of the Plan is not likely to be followed by liquidation or the need for further

financial reorganization; (e) establishes that the Debtors will have sufficient funds available to

meet their obligations under the Plan and in the ordinary course of business—including sufficient

amounts of Cash to reasonably ensure payment of Allowed Claims that will receive Cash

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distributions 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 the

financial wherewithal to pay any Claims that accrue, become payable, or are allowed by Final

Order following the Effective Date. Accordingly, the Plan satisfies the requirements of section

1129(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 section

1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing in

accordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicable

Reorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11

Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfies

the 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 in

Article IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on account

of retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after the

Effective Date in accordance with applicable law. As a result, the requirements of section

1129(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 not

individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and

1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.

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q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of Voting

Classes.

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 Bankruptcy

Code because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. The

Plan has been proposed in good faith, is reasonable, and meets the requirements and all Voting

Classes have voted to accept the Plan. The treatment of Intercompany Claims and Intercompany

Interests under the Plan provides for administrative convenience does not constitute a distribution

under the Plan on account of such Interests, and therefore such treatment complies with the

requirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair and

equitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfies

the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed

even 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 has

been Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the

Bankruptcy Code are satisfied.

s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes or

Section 5 of the Securities Act.

60. No Governmental Unit has requested that the Court refuse to confirm the

Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance

of the application of section 5 of the Securities Act. As evidenced by its terms, the principal

purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the

Bankruptcy Code have been satisfied.

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t. Section 1129(e)—Not Small Business Cases.

61. The Chapter 11 Cases are not small business cases, and accordingly, section

1129(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 or

adduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy all

the 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 purpose

of maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Plan

accomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, and

their respective officers, directors, and advisors have been, are, and will continue to act in good

faith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and the

agreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actions

authorized and directed or contemplated by this Combined Order. Therefore, the Plan has been

proposed in good faith to achieve a result consistent with the objectives and purposes of the

Bankruptcy Code.

w. Conditions to Effective Date.

64. The Plan shall not become effective unless and until the conditions set forth

in Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.

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x. Implementation.

65. All documents and agreements necessary to implement the Plan and the

transactions contemplated by the Plan, including those contained or summarized in the Plan

Supplement, the Definitive Documents, the Agreed Steps Plan and the Restructuring

Implementation Deed and related forms and documentation, have been negotiated in good faith

and at arm’s length, are in the best interests of the Debtors and their Estates, and shall, upon

completion of documentation and execution, be valid, binding, and enforceable documents and

agreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan and

Definitive Documents, the Debtors are authorized to take any action reasonably necessary or

appropriate 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 any

agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all

property in each Estate, all Causes of Action, and any property acquired by any of the Debtors

pursuant 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 otherwise

provided in the Plan or Definitive Documents, each Reorganized Debtor may operate its business

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 Court and free of any restrictions of the

Bankruptcy 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 the

occurrence of the Effective Date, the Plan provides for the assumption or rejection of certain

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Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.

The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and

Unexpired Leases are based on and within the sound business judgment of the Debtors, are

necessary to the implementation of the Plan and are in the best interests of the Debtors, their

Estates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.

II. Order

BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF

LAW, 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 as

contemplated 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, that

have not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing are

overruled.

B. Confirmation of the Plan

69. The Plan attached to this Combined Order as Exhibit A satisfies or complies

with all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy

Code 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, this

Combined Order.

70. The Combined Order approves the Plan Supplement, including the

documents contained therein, as they may be amended through and including the Effective Date

in accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, but

not limited to, any consent or approval rights set forth therein.

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71. Notwithstanding anything in this Combined Order or the Plan, nothing in

this Combined Order or the Plan shall affect parties' rights to terminate the Restructuring

Documents in accordance with their terms, without further notice to or order of the Bankruptcy

Court. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actions

required at any time, appropriate or desirable to enter into, implement, and consummate the

contracts, instruments, releases, agreements, or other documents created or executed in connection

with 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 the

Definitive 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, and

the Restructuring Implementation Deed without the need for any approvals, authorization, or

consents, 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 Plan

Confirmation.

72. Upon the Confirmation Date, the Debtors are authorized to fully implement

the Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject to

any conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions of

the Swedish Court without the need for any further order of this Court or further action by holders

of Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estates

in any judicial or other proceeding outside the U.S., including the Swedish Company

Reorganisation Process, in any way permitted by applicable non-U.S. Law in connection with such

proceeding.

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C. Binding Effect

73. The terms of the Plan and the Restructuring Transactions (and any

documents related or ancillary thereto, including, for the avoidance of doubt, the documents and

instruments contained in the Plan Supplement) shall be immediately effective and enforceable and

not 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 whether

holders of such Claims or Interests have, or are deemed to have, accepted the Plan and whether

such claims are known or unknown, including, but not limited to all contract counterparties,

borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estate

representatives, or similar entities for the Debtors, if any, subsequently appointed in any of the

Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of the

Chapter 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 under

the Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and each

of their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the terms

of the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicable

Definitive Documents prior to the Effective Date, subject to the applicable consent rights set forth

in 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 are

an integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibits

thereto, this Combined Order, and all other relevant and necessary documents shall, on and after

the Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,

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their 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 contract

counterparties, leaseholders, governmental units, and any trustees, examiners, administrators,

responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequently

appointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy

Code of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.

E. Objections

75. All objections to, statements, joinders, informal objections or reservations

of rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolved

before 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 or

may be required by the laws, rules, or regulations of any state or any other governmental authority

with respect to the dissemination, implementation and consummation of the Plan, the other

Definitive Documents and any other act referred to in, or contemplated by, the Plan or other

Definitive Documents or that may be necessary or appropriate for the implementation or

consummation of the Plan or the other Plan Documents (subject to the applicable consent rights

set 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 and

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shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, without

further order or action by this Bankruptcy Court.

a. Injunction. The following injunction provision contained in Article VIII.F

of the Plan is hereby incorporated by reference and approved in its entirety:

78. Upon entry of the Combined Order, all Persons and Entities shall be

enjoined from taking any actions to interfere with the implementation or consummation of

this Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, the

Reorganized Debtors pursuant to this Plan.

79. Except as otherwise specifically provided in the Plan or for obligations

issued or required 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 to exculpation are permanently enjoined, from and after the Effective Date, from

taking 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 other

proceeding of any 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 with respect to any such claims or interests; (c) creating, perfecting, or enforcing any

encumbrance of any kind against such Entities or the property or the estates of such Entities

on 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 obligation

due from such Entities or against the property of such Entities on account of or in connection

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with or with respect to any such claims or interests unless such Holder has Filed a motion

requesting the right to perform such setoff on or before the Effective Date, and

notwithstanding 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 on

account of or in connection with or with respect to any such claims or interests released or

settled pursuant to the Plan.

80. With respect to any Covered Entity, no Entity or Person may

commence 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 or

reasonably likely to relate to any 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 a Covered Entity), unless expressly authorized 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 such Entity or

Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole and

exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or

Cause of Action is colorable and, only to the extent legally permissible and as provided for

in 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 accordance

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with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested in

them as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, any

claims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may hold

against any Entity, other than any Cause of Action released by the Debtors pursuant to the releases

contained 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 the

Effective Date without notice to parties in interest or approval of this Court.

I. Post-Confirmation Notices, Professional Compensation, and Bar Dates

82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than seven

days after the Effective Date, the Reorganized Debtors must cause notice of Confirmation and

occurrence of the Effective Date (the “Notice of Confirmation”) to be served by United States

mail, first-class postage prepaid, by hand, or by overnight courier service to all parties served with

the Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and manner

set forth in this paragraph will be good, adequate, and sufficient notice under the particular

circumstances 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 nonbankruptcy

law.

84. All Professionals seeking approval by the Bankruptcy Court of

compensation for services rendered or reimbursement of expenses incurred through and including

the Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shall

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file, on or before the date that is forty-five (45) calendar days after the Effective Date, their

respective applications (collectively, the “Final Fee Applications”) for final allowances of

compensation for services rendered, and reimbursement of expenses incurred between the Petition

Date and the Effective Date. Any objection to any Final Fee Application must be Filed with this

Court no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days after

the filing of the applicable Final Fee Application.

85. Except as otherwise provided in the Plan, requests for payment of

Administrative Claims must be Filed no later than the Administrative Claims Bar Date. Holders

of Administrative Claims that are required to file and serve a request for such payment of such

Administrative Claims that do not file and serve such a request by the Administrative Claims Bar

Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims

against the Debtors, the Reorganized Debtors or their property, and such Administrative Claims

shall be deemed discharged as of the Effective Date without the need for any objection from the

Reorganized 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, notice

of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to the

following parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to the

Notes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by such

pleadings.

K. Retention of Jurisdiction.

87. This Court retains jurisdiction over all matters arising out of or related to

the Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.

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L. Reporting

88. 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 or

Reorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Court

order, including monthly operating reports (even for those periods for which a monthly operating

report was not Filed before the Effective Date), ordinary course professional reports, and monthly

or 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. From

Confirmation through the Effective Date, the Debtors will file such reports as are required under

the Bankruptcy Local Rules.

89. After the Confirmation Date, the Debtors or Reorganized Debtors, as

applicable, shall have no obligation to provide any reports to any parties otherwise required under

the “first” and “second” day orders entered in the Chapter 11 Case, except for those reports

required under the Cash Collateral Order.

M. Effectiveness of All Actions

90. Except as set forth in the Plan, all actions authorized to be taken pursuant to

the Plan, including all actions pursuant to, in accordance with, or in connection with the other

Definitive Documents, shall be effective on, before, or after the Effective Date pursuant to this

Combined Order, without further application to, or order of the Court, or further action by the

Debtors and/or the Reorganized Debtors and their respective directors, officers, members, or

stockholders, and with the effect that such actions had been taken by unanimous action of such

officers, directors, managers, members, or stockholders.

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N. Plan Implementation Authorization

91. The Debtors or the Reorganized Debtors, as the case may be, and, to the

extent necessary, third parties including the Agents/Trustees (including each of their respective

successors and assigns), and their respective directors, officers, members, agents, and attorneys,

financial advisors, and investment bankers are (irrespective of any existing contractual

requirements to obtain instructions binding on such parties) authorized, empowered and directed

from and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record any

contract, instrument, release, or other agreement or document related to the Plan, including the

Facility 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, the

Restructuring Implementation Deed, any other document included in the Plan Supplement, or any

document 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 or

all steps or corporate actions authorized to be taken pursuant to the Plan whether or not specifically

referred to in the Plan or any exhibit thereto, without further order of the Court. To the extent

applicable, any or all such documents shall be accepted upon presentment by each of the respective

state filing offices and recorded in accordance with the applicable law and shall become effective

in 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 authorize

the Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt or

amend, as the case may be, any such contract, instrument, release, or other agreement or document

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related 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 against

the Debtors and the Reorganized Debtors in accordance with the respective terms thereof. The

Debtors 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 or

take any action necessary or appropriate to implement the transactions set forth in the Agreed Steps

Plan, including, among other things, any merger, transfer, liquidation, or consolidation of any of

the Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder of

Notes Claims will be deemed to have appointed the Company as its attorney and agent and to have

irrevocably instructed, authorized, directed and empowered the Company (or its authorized

representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any

Transaction Document to which it is party, in each case solely to the extent consistent with the

Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in

the case of Holder of Notes, to take any action necessary to ensure that steps described in the

Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if

necessary updating the books and records of the relevant clearing systems in which the Notes are

held. For the avoidance of doubt, the foregoing power of attorney shall not apply to any

amendments or waivers sought from the applicable creditors under the Plan, the Lock-Up

Agreement, the Restructuring Implementation Deed or any Transaction Documents and any such

waivers may only be granted by the requisite majorities of the applicable creditors in accordance

with the relevant document.

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O. Restructuring Transactions and Restructuring Expenses.

92. Subject to the terms of the Plan and the Definitive Documents, from and

after the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extent

necessary, third parties including the Agents/Trustees (including each of their respective

successors and assigns) are authorized, empowered and directed to take all actions as may be

necessary or appropriate to effect any Restructuring Transactions, including: (1) the execution and

delivery of appropriate agreements, including the Definitive Documents, or other documents of

merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,

arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are

consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law

and any other terms to which the applicable Entities may agree; (2) the execution and delivery of

appropriate 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 other

terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of

incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,

continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcy

law; 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 with

the Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Plan

or 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), and

any Plan modification, revocation or withdrawal can only be completed in accordance with Article

X of the Plan.

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93. The Debtors or Reorganized Debtors, as applicable, shall enter into the

Facility Agreement Amendments Documents on or before the Effective Date, on the terms set

forth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmation

shall be deemed approval of the SSRCF Credit Agreement and related Facility Agreement

Amendments Documents and amended Intercreditor Agreement documents (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 the Reorganized Debtors in connection

therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or

Reorganized Debtors are authorized and directed to execute and deliver those documents necessary

or appropriate to consummate the applicable Facility Agreement Amendments Documents and

amended Intercreditor Agreement documents without 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 such modifications as may be agreed between the Debtors or

Reorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anything

else contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documents

and all other relevant documents to give effect to the Facility Agreement Amendments Documents

shall 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 Agreement

Amendments 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 of

Senior Secured Term Loan Claims to the treatment of such Claims otherwise provided under the

Plan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Senior

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Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth in

the 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 the

Amended Senior Secured Term Loan Credit Agreement (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 the Reorganized Debtors in connection therewith), to the extent not

approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are

authorized and directed to execute and deliver those documents necessary or appropriate to

consummate the applicable Amended Senior Secured Term Loan Credit Agreement without

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 such

modifications as may be agreed between the Debtors or Reorganized Debtors and the applicable

holders of Senior Secured Term Loan Claims.

95. Subject to the terms of the Plan and Definitive Documents, the Debtors are

hereby authorized to take any and all actions necessary to consummate the Rights Offering in

accordance 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 holders

of Claims and Interests. The Rights Offering Documents and all related forms, agreements, and

notices (which may be amended so that the final form is reasonably acceptable to the Majority

Core Noteholder Group) Filed with the Plan Supplement are hereby approved and the

consummation 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 Reorganized

Debtors shall issue the New Money Notes in accordance with the terms set forth in the Rights

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Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New Money

Notes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, and

the Restructuring Implementation Deed.

96. Subject to the terms of the Plan and Definitive Documents, the Debtors or

Reorganized Debtors, as applicable, are hereby authorized, immediately upon entry of this

Combined Order, to issue the Exchange Notes on the terms set forth in the Exchange Notes

Indenture and included in the Plan Supplement. The Notes Amendments Documents (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, the Reorganized Debtors, or a non-Debtor

Affiliate 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 the

Agents/Trustees, are authorized and directed to execute and deliver those documents necessary or

appropriate to consummate the applicable Notes Amendments Documents without 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 such modifications as may be

agreed 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 Noteholder

Ordinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the Agreed

Steps 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 not

previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the

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terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without any

requirement (i) to File a fee application 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 the Effective Date shall be estimated prior to and as of the Effective Date

and such estimates shall be delivered 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 with respect to such Restructuring Expenses. From and after the Petition

Date, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payable

pursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in the

ordinary course the Restructuring Expenses whether incurred before, on, or after the Effective

Date. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for all

Restructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to

the 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 any

agreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as a

Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all

of the powers of such legal entity under applicable law and without prejudice to any right to alter

or terminate such existence (whether by merger, conversion, dissolution or otherwise) under

applicable law, and on the Effective Date, all property of the Estate of a Debtor, and any property

acquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable Reorganized

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Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and other

interests.

100. On and after the Effective Date, each Reorganized Debtor may operate its

business and may use, acquire and dispose of property and compromise or settle any claims without

supervision or approval by this Court and free of any restrictions of the Bankruptcy Code or

Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, the Amended

Finance 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 of

directors of the Debtors shall be appointed in accordance with the Plan and other constituent

documents of each Reorganized Debtor.

102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors have

disclosed in advance of the Combined Hearing the identity and affiliations of any Person proposed

to serve on the Board, as well as those Persons that will serve as an officer of the Reorganized

Debtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, the

nature of any compensation to be paid to such director or officer has also been disclosed to the

extent reasonably practicable. Each such director and officer shall continue to serve from and after

the 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 Security

Documents, 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 Effective

Date and concurrently with the applicable Distributions made pursuant to the Plan and, in the case

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of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of

the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in

accordance 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 for

the 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 the

amended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other security

interests against any property of the Estates shall be fully released and discharged, and all of 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 and assigns, other

than, for the avoidance of doubt, the Liens and security interests granted pursuant to, or in

connection with, the Facility Agreement Amendments Documents, Amended Senior Secured

Term Loan Credit Agreement, the Notes Amendments Documents, the New Money Documents

or the New Security Documents. Any Holder of such Secured Claim (and the applicable agents for

such Holder) shall be authorized and directed, at the sole cost and expense of the Reorganized

Debtors, to release any collateral or other property of any Debtor (including any cash collateral

and possessory collateral) held by such Holder (and the applicable agents for such Holder), and to

take such actions as may be 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 presentation or filing of this Combined Order to or with any federal, state, provincial, or local

agency or department shall constitute good and sufficient evidence of, but shall not be required to

effect, the termination of such Liens.

S. Injunctions and Automatic Stay.

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104. Unless otherwise provided in the Plan or this Combined Order, all

injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the

Bankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding any

injunctions or stays contained in the Plan or this Combined Order) shall remain in full force and

effect until the Effective Date. All injunctions or stays contained in the Plan or this Combined

Order 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, this

Combined Order, any agreement, instrument or other document entered into in connection with or

pursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,

intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claims

or Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtors

thereunder or in any way related thereto shall be discharged and deemed satisfied 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 document that governs the rights

of the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enabling

Holders of Allowed Claims and Allowed Interests to receive Distributions under the Plan as

provided herein, (b) governing the contractual rights and obligations among the Agents/Trustees

and the lenders or Holders party thereto (including, without limitation, indemnification, expense

reimbursement, and Distribution provisions) until the Reorganized Debtors emerge from the

Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder 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/Trustee to perform any

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functions that are necessary to effectuate the immediately foregoing, including appearing 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 the Facility

Agreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, the

Plan, and the Facility Agreement Amendments Documents (f) facilitating the amendment and

restatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan Credit

Agreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan Credit

Agreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in the

Plan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of the

Exchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and the

Exchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solely

to the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose as

set forth in the Lock-Up Agreement, Restructuring Implementation Deed, and Definitive

Documents.

U. Certain Securities Law Matters.

106. Except 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 Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of

Notes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement before

the filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, and

Distribution 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 be

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exempt from, among other things, the registration requirements of section 5 of the Securities Act

and any other applicable law requiring registration prior to the offering, issuance, Distribution, or

sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such

Exchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than the

Backstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions of

section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section

2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any other

jurisdiction and any rules and regulations of the United States Securities and Exchange

Commission, 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 Regulation

S under the Securities Act, or any other available exemption from registration under the Securities

Act, as applicable, to exempt from registration under the Securities Act the offer, issuance, and

Distribution of the Backstopped Notes issued in accordance with the Backstop Agreement. The

Backstopped 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 Backstop

Agreement pursuant to section 4(a)(2) of the Securities 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). Such Backstopped Notes may be resold, exchanged, assigned or

otherwise transferred pursuant to registration, or an applicable exemption from registration, under

the Securities Act and other applicable law.

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V. First Day Relief

108. Notwithstanding anything contained in this Combined Order, the relief

granted pursuant to the First Day Orders shall remain in full force and effect in accordance with

their terms through the Effective Date.

W. Cooperation by Euroclear Sweden

109. Should the Reorganized Debtors elect to reflect any ownership of the

Noteholder 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 Reorganized

Debtors need not provide any further evidence other than the Plan and this Combined Order with

respect 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 upon

the Plan and this Combined Order in lieu of a legal opinion regarding whether the Noteholder

Ordinary Shares to be issued under the Plan are exempt from registration and/or eligible for

Euroclear 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 property

under 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 Restructuring

Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or

recording of any mortgage, deed of trust, or other security interest, or the securing of additional

indebtedness by such or other means; (d) the making, assignment, or recording of any lease or

sublease; (e) the grant of collateral as security for any or all of the Facility Agreement Amendments

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Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or New

Money Notes; or (f) the making, delivery, or recording of any deed 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 in connection 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 or similar tax, mortgage tax, real estate

transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory

filing or recording fee, or other similar tax or governmental assessment, and upon entry of the

Combined Order, the appropriate state or local governmental officials or agents shall forego the

collection of any such tax or governmental assessment and accept for filing and recordation any

of the foregoing instruments or other documents without the payment of any such tax, recordation

fee, or governmental assessment. All filing or recording officers (or any other Person with

authority over any of the foregoing), wherever located and by whomever appointed, shall comply

with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of

any such tax or governmental assessment, and shall accept for filing and recordation any of the

foregoing instruments or other documents without the payment of any such tax or governmental

assessment.

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 and

enforceable immediately upon its entry. Each term and provision of the Plan, and the transactions

related thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid and

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enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified except

as 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 right

to assert any argument, including the right to argue that its Claim or Interest should be Allowed in

a certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement made

with the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in the

Plan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before the

Confirmation Date.

AA. Authorization to Consummate.

113. The Debtors are authorized to consummate the Plan, including the

Restructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the Definitive

Documents, at any time after the entry of this Combined Order. The substantial consummation of

the Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed to

occur on the first date, on or after the Effective Date, on which distributions are made in accordance

with 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 and

Unexpired Leases set forth in Article V of the Plan (including the procedures regarding the

resolution of any and all disputes concerning the assumption or rejection, as applicable, of such

Executory 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, all

Executory Contracts or Unexpired Leases will be deemed assumed in accordance with the

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provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than an

Executory Contract or Unexpired Lease that: (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 Executory Contracts or Unexpired Leases that is pending on the Confirmation

Date; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to

which the requested effective date of such rejection is after the Effective Date.

115. Entry of this Combined Order shall constitute an order approving the

assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Code

and effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfy

the obligations thereunder, including with respect to the payment of any and all fees, costs, and

expenses 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 Combined

Order. The Lock-Up Agreement shall be binding and enforceable against the parties thereto in

accordance 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 any

way by the entry of this Combined Order or the Plan, including, without limitation, by the absence

of any Cure Amount with respect to the Lock-Up Agreement.

116. Unless otherwise agreed, the Debtors will not pursuant to this Combined

Order assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject of

an outstanding objection to a Cure Amount at the time of entry of this Combined Order. All

outstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Court

and the parties.

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117. Notwithstanding anything to contrary in the Plan, this Combined Order, or

the Plan Supplement, subject only to the occurrence of the Effective Date, all existing employment

agreements, indemnification agreements, or other agreements between the Debtors and the

Debtors’ current and former employees are hereby assumed and/or assumed and assigned to the

applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365

and 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 a

Governmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to a

Governmental Unit on the part of any Person as the owner, permittee, or operator of property after

the Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other than

the Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoin

or otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liability

described in the preceding sentence. Nothing in this Combined Order or the Plan shall affect any

setoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Order

or the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defense

described in this paragraph 119 of this Combined Order. Without limiting the foregoing, for the

avoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require the

United States or any State to novate or otherwise consent to the transfer of any federal or state

contracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests to

any Entity other than the Debtors or Reorganized Debtors.

DD. Effect of Non-Occurrence of Conditions to the Effective Date.

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119. Notwithstanding the entry of this Combined Order, if the Effective Date

does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or

the Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causes

of Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of a

Claim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, or

undertaking 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 provisions

of the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the Restructuring

Implementation Deed respectively, the Debtors are hereby authorized to amend or modify the Plan

at any time prior to the substantial consummation of the Plan, but only in accordance with section

1127 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 appeal

must be Filed will commence upon entry of this Combined Order.

Dated: ___________________

Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZ

UNITED STATES BANKRUPTCY JUDGE

DAeucegmubste 0r 23,1 2, 0210294

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Exhibit A

Plan

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

)

In re: ) Chapter 11

)

Intrum AB et al.,1 ) Case No. 24-90575 (CML)

)

)

(Jointly Administered)

Debtors. )

JOINT PREPACKAGED CHAPTER 11 PLAN OF

REORGANIZATION OF INTRUM AB AND ITS DEBTOR

AFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

(FURTHER TECHNICAL MODIFICATIONS)

PORTER HEDGES LLP

John F. Higgins (TX 09597500)

M. Shane Johnson (TX 24083263)

1000 Main Street, 36th Floor

Houston, TX 77002

Telephone: (713) 226-6000

Facsimile: (713) 226-6248

Email: jhiggins@porterhedges.com

sjohnson@porterhedges.com

MILBANK LLP

Dennis F. Dunne (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

55 Hudson Yards

New York, NY 10001

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Email: ddunne@milbank.com

jfedell@milbank.com

Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors

Dated: December 18, 2024

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.

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TABLE OF CONTENTS

Page

INTRODUCTION .......................................................................................................................... 1

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION

OF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1

A. Defined Terms ........................................................................................................ 1

B. Rules of Interpretation; Computation of Time...................................................... 22

C. Governing Law ..................................................................................................... 23

D. Reference to Monetary Figures ............................................................................. 23

E. Reference to the Debtors or the Reorganized Debtors .......................................... 23

F. Consent and Consultation Rights .......................................................................... 23

G. Controlling Document .......................................................................................... 24

ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24

A. Administrative Claims .......................................................................................... 24

B. Professional Fee Claims ........................................................................................ 25

1. Professional Fee Claims ....................................................................................... 25

2. Professional Fee Escrow Account ....................................................................... 26

3. Professional Fee Escrow Amount ........................................................................ 26

4. Post-Confirmation Date Fees and Expenses ........................................................ 26

C. Priority Tax Claims ............................................................................................... 26

D. Restructuring Expenses ......................................................................................... 27

ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND

INTERESTS ......................................................................................................... 27

A. Classification of Claims and Interests................................................................... 27

B. Treatment of Classes of Claims and Interests ....................................................... 28

1. Class 1 — Other Secured Claims ........................................................................ 28

2. Class 2 — Other Priority Claims ......................................................................... 29

3. Class 3 — RCF Claims ........................................................................................ 29

4. Class 4 — Senior Secured Term Loan Claims .................................................... 30

5. Class 5 — Notes Claims ...................................................................................... 30

6. Class 6 — General Unsecured Claims ................................................................. 31

7. Class 7 —Intercompany Claims .......................................................................... 31

8. Class 8 —Existing Equity Interests ..................................................................... 31

9. Class 9 —Intercompany Interests ........................................................................ 31

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C. Special Provision Governing Unimpaired Claims ................................................ 32

D. Elimination of Vacant Classes .............................................................................. 32

E. No Waiver ............................................................................................................. 32

F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32

G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the

Bankruptcy Code .................................................................................................. 33

H. Controversy Concerning Impairment ................................................................... 33

I. Subordinated Claims ............................................................................................. 33

ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33

A. General Settlement of Claims and Interests .......................................................... 33

B. Restructuring Transactions ................................................................................... 34

C. Sources of Consideration for Plan Distributions .................................................. 34

1. Issuance of the New Money Notes ...................................................................... 34

2. Equity Issuance .................................................................................................... 36

3. SSRCF ................................................................................................................. 36

4. Amended Senior Secured Term Loan .................................................................. 37

5. Exchange Notes ................................................................................................... 38

D. Corporate Action ................................................................................................... 39

E. Corporate Existence .............................................................................................. 40

F. Vesting of Assets in the Reorganized Debtors ..................................................... 40

G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,

Certificates, and Other Documents ....................................................................... 41

H. Effectuating Documents; Further Transactions .................................................... 41

I. Certain Securities Law Matters ............................................................................. 41

J. Section 1146(a) Exemption................................................................................... 42

K. Employee and Retiree Benefits ............................................................................. 43

L. Preservation of Causes of Action .......................................................................... 43

ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED

LEASES ................................................................................................................ 44

A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44

B. Indemnification Obligations ................................................................................. 46

C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46

D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46

E. Insurance Policies ................................................................................................. 47

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F. Modifications, Amendments, Supplements, Restatements, or Other

Agreements ........................................................................................................... 48

G. Reservation of Rights ............................................................................................ 48

H. Nonoccurrence of Effective Date .......................................................................... 48

I. Contracts and Leases Entered into after the Petition Date .................................... 49

ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49

A. Distributions on Account of Claims and Interests Allowed as of the

Effective Date ....................................................................................................... 49

B. Rights and Powers of Distribution Agent ............................................................. 49

1. Powers of the Distribution Agent ........................................................................ 49

2. Expenses Incurred on or after the Confirmation Date ......................................... 49

C. Special Rules for Distributions to Holders of Disputed Claims and

Interests ................................................................................................................. 50

D. Delivery of Distributions ...................................................................................... 50

1. Compliance Matters ............................................................................................. 50

2. Foreign Currency Exchange Rate ........................................................................ 51

3. Undeliverable, and Unclaimed Distributions ....................................................... 51

4. Surrender of Cancelled Instruments or Securities ............................................... 52

E. Claims Paid or Payable by Third Parties .............................................................. 52

1. Claims Paid by Third Parties ............................................................................... 52

2. Claims Payable by Insurance Carriers ................................................................. 53

3. Applicability of Insurance Policies ...................................................................... 53

F. Setoffs ................................................................................................................... 53

G. Allocation between Principal and Accrued Interest .............................................. 53

H. Minimum Distributions ......................................................................................... 54

ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54

A. Disputed Claims Generally ................................................................................... 54

B. Objections to Claims ............................................................................................. 54

C. Estimation of Claims............................................................................................. 55

D. Disallowance of Claims ........................................................................................ 55

E. No Distributions Pending Allowance ................................................................... 55

F. Distributions after Allowance ............................................................................... 55

G. Claim Resolution Procedures Cumulative ............................................................ 55

H. Single Satisfaction of Claims and Interests .......................................................... 56

ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56

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A. Discharge of Claims and Termination of Interests ............................................... 56

B. Release of Liens .................................................................................................... 56

C. Releases by the Debtors ........................................................................................ 57

D. Releases by Holders of Claims and Interests ........................................................ 58

E. Exculpation ........................................................................................................... 59

F. Injunction .............................................................................................................. 60

G. Reimbursement or Contribution ........................................................................... 61

ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61

A. Conditions Precedent to the Effective Date .......................................................... 61

B. Waiver of Conditions Precedent ........................................................................... 63

ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64

A. Modification of Plan ............................................................................................. 64

B. Effect of Confirmation on Modifications ............................................................. 64

C. Withdrawal of Plan ............................................................................................... 64

ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65

ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67

A. Immediate Binding Effect ..................................................................................... 67

B. Additional Documents .......................................................................................... 67

C. Payment of Statutory Fees .................................................................................... 67

D. Reservation of Rights ............................................................................................ 68

E. Successors and Assigns......................................................................................... 68

F. Service of Documents ........................................................................................... 68

G. Term of Injunctions or Stays................................................................................. 69

H. Entire Agreement .................................................................................................. 69

I. Plan Supplement ................................................................................................... 69

J. Non-Severability ................................................................................................... 69

K. Votes Solicited in Good Faith ............................................................................... 70

L. Closing of Chapter 11 Cases ................................................................................. 70

M. Waiver or Estoppel ............................................................................................... 70

N. Creditor Default .................................................................................................... 70

O. 2002 Notice Parties ............................................................................................... 71

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1

INTRODUCTION

Intrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter

11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged plan

of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in

the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan and

not otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtors

seek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors are

a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan does

not contemplate substantive consolidation of any of the Debtors. Reference is made to the

Disclosure 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, and

certain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and the

classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.

ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ

THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,

PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TO

ACCEPT OR REJECT THE PLAN.

ARTICLE I

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES

A. Defined Terms

1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.

2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 between

the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or

supplemented from time to time).

3. “2025 MTN Issuance Agreement” means a notes program issuance agreement

between, among others, the Company and Swedbank AB as lead arranger, originally dated

February 10, 2012 (in each case, as amended, amended and restated, or supplemented from time

to time).

4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025

Tranche 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 or

supplemented from time to time).

6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate medium

term notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023

with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.

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7. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-term

notes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023

with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.

8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate medium

term notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June

2018 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 the

Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or

supplemented from time to time).

11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notes

due 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notes

program issuance agreement between, among others, the Company and Swedbank AB as lead

arranger, originally dated 10 February 2012 (in each case, as amended, amended and restated or

supplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027

Eurobonds Indenture.

12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019

between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated

or 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, 2022

between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated

or supplemented from time to time).

15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-Up

Agreement.

16. “Additional Backstop Provider” means any person who accedes to the Backstop

Agreement and Lock-Up Agreement as a Backstop Provider on or after the date of the Backstop

Agreement.

17. “Additional Consenting Noteholders” means any person which has become a

Consenting Noteholder in accordance with the Lock-Up Agreement on or after the effective date

of the Lock-Up Agreement.

18. “Additional Participating Lender” means any person which has become a

Participating Lender in accordance with the Lock-Up Agreement on or after the effective date of

the Lock-Up Agreement.

19. “Administrative Claim” means a Claim for costs and expenses of administration of

the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the

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Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after

the Petition Date until and including the Effective Date of preserving the Estates and operating the

Debtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees and

charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the

United States Code; and (e) the Restructuring Expenses.

20. “Administrative Claims Bar Date” means the deadline for Filing requests for

payment of Administrative Claims, which: (a) with respect to Administrative Claims other than

Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to

Professional 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. With

respect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if the

Entity were a Debtor.

22. “Agents” means, collectively, the RCF Facility Agent, the agent under the Senior

Secured 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 Restructuring

Transactions as agreed in accordance with the Lock-Up Agreement.

25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under the

Bankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than with

respect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proof

of Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine

to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under

applicable non-bankruptcy law.

26. “Amended and Restated Senior Secured Term Loan” means the credit facility

amending the Senior Secured Term Loan as provided under the Amended Senior Secured Term

Loan Credit Agreement.

27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means the

definitive credit agreement governing the Amended Senior Secured Term Loan, which shall be

consistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.

28. “Amended and Restated Senior Secured Term Loan Term Sheet” means the

Amended 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 the

Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or

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applicable 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 Disclosure

Statement, dated on July 10, 2024, setting out the terms of the backstop commitments provided by

the Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may be

further amended, restated, amended and restated, modified or supplemented from time to time in

accordance with the terms thereof).

33. “Backstop Fee” means the fee to be provided to the Backstop Providers in

accordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of New

Money Notes.

34. “Backstop Providers” means, collectively, (a) each person identified as such in a

signature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time of

their 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 Southern

District of Texas, Houston Division or such other court having jurisdiction over the Chapter 11

Cases.

37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as

promulgated by the United States Supreme Court under section 2075 of title 28 of the United States

Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers

rules 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 equivalent

thereof, 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 character

whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,

suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or

unsecured, 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 arising

under any state or federal law or regulation of the United States of America or of any law or

regulation 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 breach

of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner

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arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of

state 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 Claim

pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, including

fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy

Code; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other Avoidance

Action.

41. “Certificate” means any instrument evidencing a Claim or Interest.

42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, any

case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court

and (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 cases

pending 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, in

its capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of the

Bankruptcy Court.

45. “Claims Register” means the official register of Claims and Interests in the Debtors

maintained by the Claims and Noticing Agent.

46. “Class” means a class of Claims or Interests, as set forth in Article III hereof

pursuant to section 1122(a) of the Bankruptcy Code.

47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case

Filing system.

48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuant

to Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at which

the Debtors seek entry of the Combined Order.

49. “Combined Order” means the order of the Bankruptcy Court confirming this Plan

pursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant to

section 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including the

Backstop Fee.

50. “Company” means Intrum AB (publ), a public limited liability company registered

under the laws of Sweden with registration number 556607-7581.

51. “Confirmation” means entry of the Combined Order on the docket of the Chapter

11 Cases.

52. “Confirmation Date” means the date on which the Bankruptcy Court enters the

Combined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules

5003 and 9021.

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53. “Consent Fee Eligible Consenting Eurobond Noteholder” means a Consenting

Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to

the Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as defined

in the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breached

the Lock-Up Agreement prior to, the Effective Date.

54. “Consent Fee Eligible Participating Lender” means: (i) each Original Participating

Lender; and (ii) each Participating Lender (other than an Original Participating Lender) who

becomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in the

Lock-Up Agreement), and remains a Participating Lender on, and has not materially breached the

Lock-Up Agreement prior to, the Effective Date.

55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditor

may be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the context

requires.

56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) any

Holder of Notes Claims which has become an Additional Consenting Noteholder in accordance

with the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in each

case, 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 Original

Consenting Noteholder identified as a member of the Core Noteholder Group in its signature page

to 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 applicable

counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease

assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not

required 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 the

Distribution of other property (as the parties may agree or the Bankruptcy Court may order), as

necessary to (a) Cure a monetary default by the Debtor in accordance with the terms of an

Executory Contract or Unexpired Lease and (b) permit the Debtor to assume such Executory

Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the payment

of Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code to

Reinstate 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.C

herein.

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65. “Definitive Documents” means the definitive documents and agreements governing

the Restructuring Transactions (including any related orders, agreements, instruments, schedules,

or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or

supplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and other

documents and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the Plan

Supplement (and all exhibits and other documents and instruments related thereto and included

therein); (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 Transaction

Documents; (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, or

pleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (or

equivalent, as applicable) in these Chapter 11 Cases, the Swedish Company Reorganisation

Process, or any related proceeding, including any motion, brief, or pleading seeking approval or

confirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subject

to the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as set

forth in the Lock-Up Agreement.

66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, dated

as 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 is

prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any

other applicable law.

67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is not

Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as

applicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwise

made a written request to a Debtor for payment, without any further notice to or action, order, or

approval of the Bankruptcy Court.

68. “Distribution” means a distribution made or facilitated by a Distribution Agent

pursuant to the Plan.

69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity

the 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 dates

determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon which

the Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receive

Distributions under the Plan.

71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September

2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-Up

Agreement.

72. “Early Bird Eligible Consenting Eurobond Noteholder” means a Consenting

Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to

the Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee Deadline

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and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreement

prior to, the Effective Date.

73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird Eligible

Consenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of the

aggregate 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 detail

in the Lock-Up Agreement.

74. “Effective Date” means the date that is the first Business Day after the Confirmation

Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article

IX.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-Stop

Time 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 Effective

Date set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a manner

reasonably acceptable to the party delivering such notice and that they will not waive such

condition precedent.

76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTN

Holder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to

0.25% 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 the

Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible Consenting

Eurobond 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 further

detail 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 2027

Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.

82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or such

other Entity as may be agreed between the Company, the Majority Participating Lenders and the

Majority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Plan

consistent 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 the

Exchange Notes.

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84. “Exculpated Party” means, collectively, and in each case in its capacity as such

and, 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 Debtors

is 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 outstanding

ordinary shares or shares of common stock, preferred stock, or other instrument evidencing an

ownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybased

awards, or contractual rights to purchase or acquire such interests at any time and all rights

arising with respect thereto that existed immediately before the Effective Date.

88. “Facility Agreement” means the revolving facility agreement originally dated 6

December 2019 between, among others, the Company, Lock TopCo AS, a private limited liability

company (aksjeselskap) registered under the laws of Norway with registration number 913 852

508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended and

restated, modified or supplemented from time to time, including by an amendment and restatement

deed dated 7 December 2020, and including all exhibits and other documents and instruments

related thereto).

89. “Facility Agreement Amendments Documents” means the SSRCF Credit

Agreement and any and all documents (other than the Notes Amendments Documents, the New

Money 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, for

the avoidance of doubt, each be a Facility Agreement Amendments Document) required to effect

the amendment of the Facility Agreement in accordance with the Lock-Up Agreement.

90. “Facility Agreement Documents” means, collectively, the Facility Agreement and

all other agreements, documents, and instruments delivered or entered into in connection

therewith.

91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with

the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and Noticing

Agent 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 competent

jurisdiction with respect to the relevant subject matter that has not been reversed, modified or

amended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for new

trial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding for

a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been

taken or any petition for certiorari that has been or may be Filed has been withdrawn with

prejudice, resolved by the highest court to which the order could be appealed or from which

certiorari could be sought, or the new trial, reargument or rehearing shall have been denied,

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resulted 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 any

analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not

preclude such order from being a Final Order.

94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use of

Cash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant

to 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 Bankruptcy

Rule 4001(b).

95. “First Day Orders” means any interim or Final Order of the Bankruptcy Court

granting the relief requested in the First Day Pleadings (as may be amended, supplemented or

modified from time to time).

96. “First Day Pleadings” means all motions, applications, notices or other pleadings

that the Debtors File or propose to File in connection with the commencement of the Chapter 11

Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modified

from time to time), including the proposed First Day Orders.

97. “General Unsecured Claim” means any Claim that is not a Secured Claim, other

than (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) Notes

Claims.

98. “Governmental Unit” has the meaning set forth in section 101(27) of the

Bankruptcy Code.

99. “HoldCo” means Intrum Investments and Financing AB, a company registered

under the laws of Sweden with registration number 559481-4906.

100. “Holder” means any Entity that is the record or beneficial owner of any Claim or

Interest, including any nominees, investment managers, investment advisors, sub-advisors, or

managers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim or

Interest.

101. “Holding Period Trust” means a trust to be established on customary terms for a

fixed period of twelve months following the Effective Date to hold certain Distributions in

accordance with the Lock-Up Agreement.

102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims

or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

103. “Indemnification Provisions” means each of the Debtors’ indemnification

provisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, other

formation 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 former

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directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’

respective Affiliates.

104. “Insurance Policies” means all insurance policies issued or providing coverage at

any time to any of the Debtors or any of their predecessors and all agreements, documents, letters

of indemnity, or instruments relating thereto.

105. “Insurer” means any company or other entity that has issued or entered into an

Insurance Policy, any third-party administrator, and any respective predecessors or affiliates

thereof.

106. “Intercompany Claim” means any Claim against a Debtor held by another Debtor

or 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 June

26, 2017 between, amongst others, the Company and the Security Agent (as amended,

supplemented, or restated from time to time, including by amendment agreement dated January

15, 2020).

109. “Interest” means the common stock, preferred stock, limited liability company

interests, and any other equity, ownership, or profits interests of any Debtor, including, without

limitation, 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 interests

of 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 controlled

by 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 validly

adopted, 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 version

of which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and among

the Company and the Consenting Creditors and the other parties who signed the signature pages

thereto, including all exhibits and attachments thereto, as amended pursuant to an amendment and

restatement agreement dated August 15, 2024, as may be further amended, restated, amended and

restated, modified, or supplemented from time to time in accordance with the terms thereof.

115. “Locked-Up Facility Agreements Debt” means, in relation to:

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(a) an Original Participating Lender, the amount of RCF Claims held by that Participating

Lender from time to time, including: (i) the amount of RCF Claims stated in the most

recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that

Original Participating Lender to the Information Agent (as defined in the Lock-Up

Agreement) in accordance with the Lock-Up Agreement or, if the Original

Participating 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), the

amount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of the

LUA Amendment and Restatement Agreement to 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 Second Effective Date (as

defined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that become

locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already

reflected in Schedule 1 of the LUA Amendment and Restatement Agreement or such

Original Participating Lender’s most recent Confidential Annexure (if any); and

(b) a Participating Lender other than an Original Participating Lender, the amount of RCF

Claims held by that Participating Lender from time to time, including: (i) the amount

of 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 (as

defined 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 the

Lock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-up

pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflected

in such Participating Lender's most recent Confidential Annexure (as defined in the

Lock-Up Agreement)).

116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, the

amount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) the

amount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accrued

and unpaid interest (including any default interest) thereon and the principal amounts of any other

Notes 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 Qualified

Market-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims that

have become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not

already reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to the

extent not reduced or transferred by such Consenting Noteholder under and in accordance with the

Lock-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 defined

in 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 (whether

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pursuant to a single extension or multiple extensions) with the agreement of each of the Company

and the Majority Consenting Creditors; provided that such date shall not be extended beyond May

31, 2025 without the prior written consent of all Consenting Creditors.

118. “LUA Amendment and Restatement Agreement” means the amendment and

restatement 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 the

Company and dated not more than 10 days before the Effective Date confirming that the Company

has continued to comply with each of the restrictions and covenants set out in the Lock-Up

Agreement (as they apply to the Company and to the Company’s obligations to procure

compliance by each other member of the Group (as defined in the Lock-Up Agreement) with any

such restrictions and covenants) in all material respects since the termination of the Lock-Up

Agreement or where the Company failed to comply with any such restriction or covenant (or such

obligation to procure) set out in the Lock-Up Agreement in any material respect and where failure

to comply was capable of remedy, such failure to comply was remedied within five (5) Business

Days of the date on which the Company became aware of the failure to comply or the Majority

Core Noteholder Group or the Majority Participating Lenders delivered a notice to the Company

alleging 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 Noteholders

and (b) the Majority Participating Lenders.

121. “Majority Consenting Noteholders” means Consenting Noteholders whose

Locked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debt

held by all Consenting Noteholders at the relevant time.

122. “Majority Core Noteholder Group” means one or more members of the Core

Noteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents more

than 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core Noteholder

Group 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-Up

Facility 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 each

MTN Issuance including, for the avoidance of doubt, any final terms.

126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and each

of the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individually

as an “MTN Issuance”.

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127. “New Money Documents” means any and all documents (other than the Facility

Agreement Amendments Documents, the Notes Amendments Documents, and the Restructuring

Documents) required to effect the issuance of the New Money Notes in accordance with, and in

terms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the Restructuring

Implementation Deed, which the Debtors and the Consenting Creditors anticipate will include,

without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes Purchase

Agreement; 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 New

Money Notes Indenture.

129. “New Money Notes Indenture” means the indenture to be entered into relating to

the New Money Notes between, among others, the issuer of the New Money Notes, the guarantors

party thereto, the trustee and the security agent thereto.

130. “New Money Notes Purchase Agreement” means the note purchase agreement to

be entered into between, among others, the issuer of the New Money Notes, the guarantors party

thereto and each purchaser of New Money Notes party thereto.

131. “New Security Documents” means each document governing security to be granted

in accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the Exchange

Notes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, the

Restructuring Implementation Deed, and the Agreed Steps Plan.

132. “Nominee” means, with respect to each Consenting Creditor and, for the purposes

of the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as defined

in the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other related

person approved by the Company (acting reasonably and in good faith) to receive any of its

entitlements or rights and obligations pursuant to the Restructuring Transactions to the fullest

extent permitted by applicable law; provided that each such Consenting Creditor (or Backstop

Provider, as the case may be) still remains and shall remain liable and responsible for the

performance of all obligations assumed by any such person on its behalf and non-performance by

any such person of any obligations of a Consenting Creditor shall not relieve such Consenting

Creditor 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 fully

diluted basis, on the terms set out more fully in the Lock-Up Agreement, the. Restructuring

Implementation Deed, and the Agreed Steps Plan.

134. “Noteholder Record Date” means such date and time as shall be agreed between

the Company and the Majority Core Noteholder Group (each using their reasonable endeavors to

ensure 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 remain

outstanding as of the Petition Date.

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136. “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 the

Notes 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 counsel

retained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legal

counsel to the Notes Ad Hoc Group.

139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited or

any successor financial advisor to the Notes Ad Hoc Group.

140. “Notes Amendments Documents” means any and all documents, agreements and

instruments (other than the Facility Agreement Amendments Documents and the New Money

Documents), including the Exchange Notes Indenture, required to propose, implement and

consummate the exchange of the Notes in accordance with the Lock-Up Agreement, the Agreed

Steps Plan, and the Restructuring Implementation Deed.

141. “Notes Claims” means Claims on account of the Notes.2

142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTN

Agent (if any).

143. “Original Consenting Noteholders” means each Noteholder (as defined in the

Lock-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 a

Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy

Code.

146. “Other Secured Claim” means any Secured Claim against the Debtors other than

the 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 the

Additional Participating Lenders.

2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.

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150. “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 Holders

and 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 11

Cases.

155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplemented

from time to time in accordance with the terms hereof, including the Plan Supplement and all

exhibits, supplements, appendices, and schedules.

156. “Plan Supplement” means any supplemental appendix to the Plan, containing

certain documents and forms of documents, schedules, and exhibits relevant to the implementation

of the Plan, as may be amended, modified or supplemented from time to time in accordance with

the terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, the

Bankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with the

Bankruptcy 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 Facility

Agreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 Eurobond

Indenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.

160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind

specified in section 507(a)(8) of the Bankruptcy Code.

161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claim

or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or

Allowed Interests in that Class.

162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant to

a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be

compensated 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 has

been 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 Fee

Claims and other unpaid fees and expenses the Professionals estimate they have incurred or will

incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates

Professionals shall deliver to the Debtors as set forth in Article II.B of the Plan.

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164. “Professional Fee Claim” means any Administrative Claim for the compensation

of Professionals and the reimbursement of expenses incurred by such Professionals through and

including the Confirmation Date to the extent such fees and expenses have not been paid pursuant

to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a

Final Order any amount of a Professional’s requested fees and expenses, then the amount by which

such 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 with

Cash 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 the

Chapter 11 Cases.

167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, or

arising under the Facility Agreement or the Facility Agreement Documents including, for the

avoidance of doubt, all Ancillary Facility Claims.3

168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date in

accordance 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 as

defined in, the Facility Agreement.

170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCF

Facility Agent including, but not limited to, in connection with the negotiation and implementation

of 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 Facility

Agent in each applicable jurisdiction.

171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone

1 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 Participating

Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date

payable in accordance with the Lock-Up Agreement and subject to the occurrence of the Effective

Date.

173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.

174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and

Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124

of the Bankruptcy Code.

3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.

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175. “Rejected Executory Contract and Unexpired Lease List” means the list, as

determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and

Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list

shall be included in the Plan Supplement.

176. “Related Party” means, each of, and in each case in its capacity as such, current

and former directors, managers, officers, control persons, investment committee members,

members of any governing body, equity holders (regardless of whether such interests are held

directly or indirectly), interest holders, affiliated investment funds or investment vehicles,

managed accounts, or funds (including any beneficial holder for the account of whom such funds

are managed), predecessors, participants, successors, assigns, subsidiaries, partners, limited

partners, general partners, principals, members, employees, agents, advisory board members,

financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and

other professionals and advisors (including any attorneys or professionals retained by any current

or 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 the

Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc group

and its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than General

Unsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders of

Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) 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 capacity as such) of each Entity

in clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a Released

Party if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordance

with the Solicitation Materials provided to such party and the Scheduling Order; or (y) timely

objects to the releases contained in Article VIII hereof and such objection is not resolved before

Confirmation; provided, further, that for the avoidance of doubt, any opt-out election made by a

Consenting 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 of

the Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc

Group and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims

other than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (other

than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity as

such) 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 capacity

as such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entity

shall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in Article

VIII hereof in accordance with the Solicitation Materials provided to such party and the Scheduling

Order; or (y) timely objects to the releases contained in Article VIII hereof and such objection is

not resolved before Confirmation.

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179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by

merger, amalgamation, consolidation, or otherwise, on and after the Effective Date.

180. “Restructuring Expenses” means all reasonably incurred, documented and invoiced

and outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc Group

Advisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, and

the SteerCo Advisors accrued since the inception of their respective engagements (whether

invoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCF

SteerCo 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 out

the steps to implement the Plan as agreed to by the Majority Core Noteholder Group and the

Majority 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, contemplated

by, 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 terms

and conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. The

Rights Offering will be backstopped by the Backstop Providers on the terms set forth in the

Backstop Agreement.

184. “Rights Offering Documents” means collectively the Backstop Agreement and any

and all other agreements, documents, and instruments delivered or entered into in connection with

the Rights Offering, including the Rights Offering Procedures.

185. “Rights Offering Procedures” means those certain rights offering procedures with

respect to the Rights Offering, which rights offering procedures shall be set forth in the Rights

Offering Documents.

186. “Schedule of Retained Causes of Action” means the schedule of Causes of Action

of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may

be amended, modified, or supplemented from time to time, which shall be included in the Plan

Supplement.

187. “Scheduling Order” means the order of the Bankruptcy Court setting the Combined

Hearing 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 of

the Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable

Law or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuant

to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the

Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as

determined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuant

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to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance of

doubt, 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 as

defined in, the Intercreditor Agreement.

192. “Security Agent Counsel” means the legal counsel engaged by the Security Agent

including, but not limited to, in connection with the negotiation and implementation of 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 Security Agent in each

applicable jurisdiction.

193. “Senior Secured Term Loan” means the €100 million term loan facility made

available to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facility

agreement dated 10 November 2023.

194. “Senior Secured Term Loan Consent Letter” means the consent request letter

relating to the Senior Term Loan Agreement dated December 9, 2024, between the Company and

the 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 Secured

Term 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 Shearman

Sterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in each

case 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 MTN

Holder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% of

the aggregate principal amount of its Notes in that MTN Issuance.

200. “Solicitation Materials” means any materials used in connection with solicitation

of votes on the Plan, including the Disclosure Statement, and any procedures established by the

Bankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-Party

Release.

201. “SSRCF” means the credit facility provided for under the SSRCF Credit

Agreement.

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202. “SSRCF Credit Agreement” means the definitive credit agreement governing the

SSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around the

Effective Date.

203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo Financial

Advisors.

204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associated

firms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained by

the 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 Notes

Claims consistent with the Lock-Up Agreement and the Rights Offering Documents to participate

in the Rights Offering.

207. “Swedish Company Reorganisation Process” means a Swedish company

reorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish Company

Reorganisation 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 Company

and issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a request

for plan negotiations (including the Swedish Reorganisation Plan) in the Swedish Company

Reorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditors

have approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisite

majorities required for the confirmation of the Swedish Reorganisation Process; and (d) there are

no events or circumstances (including but not limited to actual or potential appeals) existing which

would or could reasonably prevent the Swedish Reorganisation Plan from being approved by the

court by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of the

Bankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring Effective

Date (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) the

Swedish Reorganisation Process; (4) no event or circumstance has occurred which would or could

reasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) from

being implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in the

Lock-Up Agreement) has not occurred, and the Company does not reasonably believe any such

Material Adverse Effect will occur before September 30, 2025.

210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with the

Swedish Court, to be approved by affected parties (or a sufficient majority of classes), and

ultimately confirmed by the Swedish Court as part of the Swedish Company Reorganisation

Process.

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211. “Swedish Reorganisation Plan Confirmation” means the decision by the Swedish

Court 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 set

forth 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 Notes

Amendments 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) all

documents required to effectuate the Noteholder Ordinary Share issuance.

214. “Unexpired Lease” means a lease of nonresidential real property to which one or

more of the Debtors is a party that is subject to assumption or rejection under section 365 of the

Bankruptcy Code.

215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the

meaning of section 1124 of the Bankruptcy Code.

216. “U.S. Trustee” means the Office of the United States Trustee for the Southern

District of Texas.

B. Rules of Interpretation; Computation of Time

For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the

singular or the plural, shall include both the singular and the plural, and pronouns stated in the

masculine, 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 and

conditions means that such document shall be substantially in such form or substantially on such

terms 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 may

be amended, modified, or supplemented; (d) unless otherwise specified, where a document or

agreement referred to in this Plan is terminated on or before the Effective Date, a reference to such

document or agreement shall be a reference to the document or agreement as it stood immediately

prior 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 portion

of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of

reference 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 the

Bankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwise

defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning

assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) references

to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket

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numbers 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 to

the Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions may

be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with

the overall purpose and intent of the Plan all without further notice to or action, order, or approval

of the Bankruptcy Court or any other Entity; provided, however, that no effectuating provision

shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any

party.

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 a

transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then

such transaction shall instead occur on the next succeeding Business Day.

C. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy

Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New

York, 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, or

contracts executed or entered into in connection with the Plan (except as with respect to the

documents entered into to effect the Swedish Company Reorganisation Process, in which case

Swedish law shall control, or as otherwise set forth in those agreements, in which case the

governing law of such agreement shall control); provided, however, that corporate governance

matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the

laws of the jurisdiction of incorporation or formation of the relevant Debtor or Reorganized

Debtor, as applicable.

D. Reference to Monetary Figures

All references in the Plan to monetary figures refer to currency of the United States of

America, unless otherwise expressly provided.

E. Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan

to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors to

the extent the context requires.

F. Consent and Consultation Rights

Notwithstanding anything in this Plan, the Disclosure Statement, or the Combined Order

to 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 form

and substance of this Plan, any Definitive Document, any Transaction Document, all exhibits to

the Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect to

the implementation of the Plan and the Restructuring Transactions, including any amendments,

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restatements, supplements, or other modifications to such agreements and documents, and any

consents, waivers, or other deviations under or from any such documents, shall be incorporated

herein by this reference (including with respect to the applicable definitions in Article I.A) and be

fully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred to

in the immediately preceding sentence as such rights relate to any document referenced in the

Lock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impair

such rights and obligations. In case of a conflict between the consent rights of the parties to the

Lock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-Up

Agreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consent

rights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or the

Combined Order, the consent rights in the Lock-Up Agreement and/or Restructuring

Implementation Deed shall control.

G. Controlling Document

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms

of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the

Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless

stated otherwise in such Plan Supplement document or the Combined Order). In the event of any

inconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,

and the Combined Order, the Combined Order shall control.

ARTICLE II

ADMINISTRATIVE AND PRIORITY CLAIMS

In 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 excluded

from the Classes of Claims set forth in Article III of the Plan.

A. Administrative Claims

Except with respect to Administrative Claims that are Professional Fee Claims or Backstop

Fees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the

Debtors or the Reorganized Debtors, as applicable, each Holder of an Allowed Administrative

Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant

to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final

satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such

Allowed Administrative Claim in accordance with the following: (a) if an Administrative Claim

is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably

practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as

soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of

the Effective Date, no later than 30 days after the date on which an order Allowing such

Administrative 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 ordinary

course of their business after the Petition Date in accordance with the terms and conditions of the

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particular transaction giving rise to such Allowed Administrative Claim without any further action

by the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms as

may 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 to

Administrative Claims that are Professional Fee Claims or Backstop Fees requests for payment of

Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors

pursuant to the procedures specified in the Combined Order and the notice of entry of the

Combined Order no later than the Administrative Claims Bar Date. Holders of Administrative

Claims that are required to, but do not, File and serve a request for payment of such Administrative

Claims by such date shall be forever barred, estopped, and enjoined from asserting such

Administrative Claims against the Debtors, the Reorganized Debtors, or their property and such

Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such

requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the

requesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, no

request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with

respect 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 New

Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid in

Cash to each Backstop Provider in accordance with the Backstop Agreement.

B. Professional Fee Claims

1. Professional Fee Claims

All applications for final allowance of Professional Fee Claims must be Filed and served

on the Reorganized Debtors and such other Entities who are designated in the Combined Order no

later than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to the

Professionals shall be paid in Cash to such Professionals from funds held in the Professional Fee

Escrow Account after such Claims are Allowed by a Final Order. After all Allowed Professional

Fee Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow

Account shall be returned to the Reorganized Debtors. To the extent that the funds held in the

Professional Fee Escrow Account are unable to satisfy the amount of Allowed Professional Fee

Claims 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 Reorganized

Debtors and the requesting Professional by no later than thirty (30) days after the Filing of the

applicable final application for payment of the Professional Fee Claim. Each Holder of an Allowed

Professional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including from

the Professional Fee Escrow Account, within five (5) Business Days after entry of the order

approving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingle

any funds contained in the Professional Fee Escrow Account and shall use such funds to pay only

the Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.

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Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional Fee

Escrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or be

construed as a cap or limitation on the amount of Professional Fee Claims due and payable by the

Debtors or the Reorganized Debtors.

2. Professional Fee Escrow Account

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall

establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee

Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefit

of the Professionals. Such funds shall not be considered property of the Estates of the Debtors or

the Reorganized Debtors.

3. Professional Fee Escrow Amount

To receive payment for unbilled fees and expenses incurred through the Effective Date, the

Professionals shall estimate in good faith their Professional Fee Claims (taking into account any

retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors at

least three (3) calendar days prior to the Confirmation Date. If a Professional does not provide

such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such

Professional; provided that such estimate shall not be considered an admission or limitation with

respect to the fees and expenses of such Professional. The total amount so estimated as of the

Effective Date shall comprise the Professional Fee Amount.

4. Post-Confirmation Date Fees and Expenses

Upon the Confirmation Date, any requirement that Professionals comply with sections 327

through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services

rendered 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 ordinary

course of business without any further notice to or action, order, or approval of the Bankruptcy

Court, including with respect to any transaction, reorganization, or success fees payable by virtue

of Consummation of this Plan.

C. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less

favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in

exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim

shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy

Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest

on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and

1129(a)(9)(C) of the Bankruptcy Code.

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D. Restructuring Expenses

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 not previously paid during

the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-Up

Agreement and the Restructuring Implementation Deed, without any requirement (i) to File a fee

application 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 the

Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be

delivered 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 with

respect to such Restructuring Expenses. From and after the Petition Date, the Debtors and the

Reorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-Up

Agreement, the Restructuring Implementation Deed, and otherwise in the ordinary course the

Restructuring Expenses whether incurred before, on, or after the Effective Date. On or prior to

the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring

Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to the 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.

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 Reorganized

Debtors, 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 in

accordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shall

not be paid until the dispute is resolved.

ARTICLE III

CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

Except for the Claims addressed in Article II of the Plan, all Claims and Interests are

classified 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 Interest

qualifies within the description of that Class and is classified in other Classes to the extent that any

portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or

an Interest also is classified in a particular Class for the purpose of receiving Distributions under

the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class

and 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 of

certain Claims against and Interests in each Debtor pursuant to the Plan.

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Class Claim/Interest Status Voting Rights

1. Other Secured Claims Unimpaired Presumed to Accept

2. Other Priority Claims Unimpaired Presumed to Accept

3. RCF Claims Impaired Entitled to Vote

4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept

5. Notes Claims Impaired Entitled to Vote

6. General Unsecured Claims Unimpaired Presumed to Accept

7. Intercompany Claims Unimpaired /

Impaired

Presumed to Accept

/ Deemed to Reject

8. Existing Equity Interests Unimpaired Presumed to Accept

9. Intercompany Interests Unimpaired /

Impaired

Presumed to Accept

/ Deemed to Reject

B. Treatment of Classes of Claims and Interests

Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under

the Plan the treatment described below in full and final satisfaction, settlement, release, and

discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the

extent 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 otherwise

indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such

treatment 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 any

Debtor.

(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,

at the option of the applicable Debtor or Reorganized Debtor, with the

consent of the Majority Participating Lenders and the Majority Core

Noteholder 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 Claim

Unimpaired in accordance with section 1124 of the Bankruptcy

Code.

(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed Other

Secured Claims are conclusively presumed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders are not entitled to vote to accept or reject the Plan.

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2. Class 2 — Other Priority Claims

(a) Classification: Class 2 consists of any Other Priority Claims against any

Debtor.

(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 Other

Priority Claims are conclusively presumed to have accepted the Plan

pursuant 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 aggregate

principal amount outstanding as of the Petition Date plus accrued and

unpaid interest on such principal amount and any other premiums, fees,

costs, or other amounts due and owing pursuant to the applicable Facility

Agreement Documents governing the RCF.

(b) Classification: Class 3 consists of all RCF Claims.

(c) Treatment: In full and final satisfaction, settlement, release, and discharge

of each Allowed RCF Claim, on the Effective Date, each Holder of such

Allowed RCF Claim shall receive its pro rata share of the SSRCF; provided

that notwithstanding the foregoing, all Ancillary Facility Claims shall be

Reinstated and each Ancillary Facility shall continue in accordance with its

terms and constitute an ancillary facility under the SSRCF in accordance

with the terms of the SSRCF Credit Agreement. For the avoidance of doubt,

each Holder of an Ancillary Facility Claim shall retain its rights and claims

under the applicable Ancillary Facility. In addition, each Holder of an

Allowed RCF Claim shall also receive Cash in an amount equal to all

accrued and unpaid interest and all other premiums, fees, costs, or other

amounts due and owing pursuant to, and in accordance with, the applicable

Facility Agreement Documents, and all other premiums, fees, costs, or other

amounts otherwise due and owing pursuant to, and in accordance with the

applicable Facility Agreement Documents shall have been paid, regardless

of when accrued and payable.4

(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims are

entitled 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 due

and owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall include

any amounts due to any agent under any such Facility Agreement Documents.

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4. Class 4 — Senior Secured Term Loan Claims

(a) Classification: Class 4 consists of all Senior Secured Term Loan Claims

against the Debtors.

(b) Treatment: At the option of the Debtors or the Reorganized Debtors, each

Holder will receive (i) payment in full in Cash, or (ii) such Holder will

receive such other treatment so as to render its Allowed Senior Secured

Term Loan Claim Unimpaired pursuant to section 1124 of the Bankruptcy

Code.

(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior Secured

Term Loan Claims are conclusively deemed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders 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 aggregate

principal amount outstanding as of the Petition Date plus accrued and

unpaid interest on such principal amount and any other premiums, fees,

costs, or other amounts due and owing pursuant to the applicable Prepetition

Finance Documents governing the Notes.

(b) Classification: Class 5 consists of all Notes Claims including the

Participating Notes Claims.

(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its pro

rata share of the Exchange Notes (provided that Holders of an Allowed

Notes Claim denominated in SEK shall receive Exchange Notes

denominated in SEK and Holders of an Allowed Notes Claim denominated

in Euro shall receive Exchange Notes denominated in Euro); and (ii) its pro

rata share of the Noteholder Ordinary Shares. Holders of Allowed Notes

Claims will also receive their pro rata share of the Subscription Rights in

accordance with the Lock-Up Agreement and the Rights Offering

Documents. On the Effective Date, each Holder of an Allowed Notes Claim

shall also receive Cash in an amount equal to (i) all accrued and unpaid

interest on the principal amount of such Allowed Notes Claim and (ii) all

other premiums, fees, costs, or other amounts due and owing pursuant to

the applicable Prepetition Finance Documents governing the Notes with

respect to such Notes Claim. In each case, pro rata calculations shall be in

accordance with the definition of the term “Pro Rata Share” in the Lock-Up

Agreement.

(d) Voting: Class 5 is Impaired under the Plan and the Holders of Allowed

Notes Claims are entitled to vote to accept or reject the Plan.

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6. 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 shall

receive either: (i) Reinstatement of such Allowed General Unsecured

Claim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) the

date due in the ordinary course of business in accordance with the terms and

conditions of the particular transaction giving rise to such Allowed General

Unsecured Claim.

(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed General

Unsecured Claims are conclusively deemed to have accepted the Plan

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such

Holders 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 as

determined by the Debtors or the Reorganized Debtors, as applicable, in

their sole discretion, in accordance with the Lock-Up Agreement, Agreed

Steps Plan and Restructuring Implementation Deed or may be compromised

pursuant to the Swedish Reorganisation Plan.

(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuant

to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to

section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims

are 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 its

Existing Equity Interest Reinstated.

(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing Equity

Interests are conclusively deemed to have accepted the Plan pursuant to

section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not

entitled to vote to accept or reject the Plan.

9. Class 9 —Intercompany Interests

(a) Classification: Class 9 consists of all Intercompany Interests.

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(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,

contributed, set off, settled, cancelled and released, or discharged as

determined by the Debtors or the Reorganized Debtors, as applicable, in

their sole discretion, in accordance with the Agreed Steps Plan.

(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuant

to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to

section 1126(g) of the Bankruptcy Code. Holders of Intercompany Interests

are not entitled to vote to accept or reject the Plan.

C. Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan or the Lock-Up Agreement, nothing under the

Plan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, as

applicable, in respect of any Unimpaired Claims, including all rights in respect of legal and

equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, except

as otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver or

relinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defense

that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim

that is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by the

Plan. 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, and

other legal or equitable defenses that the Debtors had immediately prior to the Petition Date fully

as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and

equitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired by

this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as

if the Chapter 11 Cases had not been commenced.

D. Elimination of Vacant Classes

Any 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 than

zero for voting purposes shall be considered vacant, deemed eliminated from the Plan of such

Debtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposes

of determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Code

with respect to that Class.

E. No Waiver

Nothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s right

to object on any basis to any Disputed Claim.

F. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests

eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted

by such Class.

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G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation

by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B

hereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the

Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve

the right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance with

Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the

Bankruptcy Code requires modification, including by modifying the treatment applicable to a

Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent

permitted by the Bankruptcy Code and the Bankruptcy Rules.

H. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or

Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such

controversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.

I. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests

and the respective Distributions and treatments under the Plan take into account and conform to

the relative priority and rights of the Claims and Interests in each Class in connection with any

contractual, legal, and equitable subordination rights relating thereto, whether arising under

general 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, as

applicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance

with any contractual, legal, or equitable subordination relating thereto.

ARTICLE IV

PROVISIONS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims and Interests

As 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 consideration

for the classification, Distributions, releases, and other benefits provided under the Plan, upon the

Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement

of all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or an

Interest Holder may have with respect to any Allowed Claim or Allowed Interest or any

Distribution to be made on account of such Allowed Claim or Allowed Interest, including pursuant

to 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 compromise

or settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a finding

by the Bankruptcy Court that such compromise, settlement and transactions are in the best interests

of 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 governing

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Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in any

Class are intended to be and shall be final.

B. Restructuring Transactions

On the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into

any transaction, including those transactions set forth in the Lock-Up Agreement and Restructuring

Implementation Deed, and shall take any actions as may be necessary or appropriate to effectuate

the Restructuring Transactions (to the extent not already effected), including, as applicable, to

effectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extent

provided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in the

Definitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,

instruments, Certificates, and other documents required to be issued, transferred, or cancelled

pursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry into

the Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and the

execution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notes

and the execution and delivery of the New Money Notes Indenture and the New Money Notes

Purchase Agreement; (e) the execution and delivery of the New Security Documents and amended

Intercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and the

execution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) the

issuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rights

and agreements and obligations contained in the Lock-Up Agreement.

The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 of

the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate

to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the

Plan, including the Restructuring Transactions.

C. Sources of Consideration for Plan Distributions

1. Issuance of the New Money Notes

The Reorganized Debtors shall consummate the Rights Offering in accordance with the

Rights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in the

Rights Offering shall be allocated among relevant Holders of Notes Claims as of a specified record

date in accordance with the Rights Offering Documents and the Plan, and the allocation of such

Subscription Rights will be exempt from SEC registration under applicable law and shall not

constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any

securities in contravention of any applicable law in any jurisdiction. The Reorganized Debtors

intend to implement the Rights Offering in a manner that shall not cause it to be deemed a public

offering in any jurisdiction.

Holders of the Subscription Rights (or their Nominee) shall receive the opportunity to

subscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the New

Money Notes, the subscription price for which shall be at an issue price of 98% of the face value

of the New Money Notes and, for each Backstop Provider only, less its pro rata share of the

Backstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, the

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Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Notes

has been backstopped in full by the Backstop Providers in accordance with the Backstop

Agreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do not

subscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amounts

in 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 the

terms set forth in the Rights Offering Documents, New Money Notes Indenture, the New Money

Notes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, and

this Plan. The New Money Notes issued to the Backstop Providers (in their capacity as Backstop

Providers) in connection with the Rights Offering (the “Backstopped Notes”) will be issued only

to persons that are: “qualified institutional buyers” (as defined in Rule 144A under the Securities

Act); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities

Act) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code or

section 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outside

of the United States and were not U.S. persons (and were not purchasing for the account or benefit

of 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 action

by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as

applicable) pursuant to, or in connection with, the New Money Notes Indenture, the Security

Documents (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 Reorganized

Debtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by the

Reorganized 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 accordance

with the terms of the New Money Documents, with the priorities established in respect thereof

under applicable non-bankruptcy law and the New Money Documents; (c) shall be deemed

automatically perfected on the Effective Date, subject only to such Liens and security interests as

may be permitted under the New Money Documents; (d) shall not be enjoined or subject to

discharge, impairment, release, avoidance, recharacterization, subordination, or equitable

subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined

Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized

Debtors and the persons and entities granted such Liens and security interests shall be authorized

to make all filings and recordings, and to obtain all governmental approvals and consents necessary

to establish and perfect such Liens and security interests under the provisions of the applicable

state, federal, or other law that would be applicable in the absence of the Plan and the Combined

Order (it being understood that perfection shall occur automatically by virtue of the entry of the

Combined 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 be

necessary 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 the

Backstop Agreement. In consideration for their backstop of the New Money Notes, each Backstop

Provider will receive its pro rata share of the Backstop Fee, as more fully detailed in the Backstop

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Agreement. 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

New Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be

paid in Cash to each Backstop Provider in accordance with the Backstop Agreement and the

Agreed Steps Plan.

2. Equity Issuance

On the Effective Date, the Company will issue the Noteholder Ordinary Shares on a pro

rata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of the

Agreed Steps Plan and Restructuring Implementation Deed.

The Company shall use all reasonable efforts to ensure that, as soon as possible following

the Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through the

facilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Person

shall be required to provide any further evidence other than the Plan or the Combined Order with

respect 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 upon

the Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder Ordinary

Shares 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 Noteholder

Ordinary Shares under the Plan shall be governed by the terms and conditions set forth in the Plan

applicable to such Distribution or issuance and by the terms and conditions of the instruments

evidencing or relating to such Distribution or issuance, which terms and conditions shall bind each

Entity receiving such Distribution or issuance.

The Company shall effect the listing of the Noteholder Ordinary Shares on Nasdaq

Stockholm as soon as reasonably practicable, and in any event, within six (6) weeks following

registration of the issuance of Noteholder Ordinary Shares with the Swedish Companies

Registration Office in accordance with the Lock-Up Agreement, the Restructuring Implementation

Deed, and the Agreed Steps Plan.

3. SSRCF

The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps

Plan and Restructuring Implementation Deed, enter into the Facility Agreement Amendments

Documents on or before the Effective Date, on behalf of themselves and each Holder of RCF

Claims, on the terms set forth in the Facility Agreement Amendments Documents, and which shall

be included in the Plan Supplement. The Facility Agreement will be amended and restated in the

form of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCF

Claims 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 Facility

shall continue in accordance with its terms and constitute an ancillary facility under the SSRCF in

accordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, each

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Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicable

Ancillary Facility.

Confirmation of the Plan shall be deemed approval of the Facility Agreement Amendments

Documents (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 the

Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

documents necessary or appropriate to consummate the applicable Facility Agreement

Amendments Documents without 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 such modifications as may be agreed between the Debtors or Reorganized

Debtors and the RCF SteerCo Group.

On the Effective Date, and without the need for any further corporate action or other action

by Holders of Claims or Interests, all of the Liens and security interests to be granted in accordance

with the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shall

be legal, valid, binding, and enforceable Liens on, and security interests in, the collateral granted

thereunder 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 and

security interests as may be permitted under the Facility Agreement Amendments Documents, and

(d) shall not be subject to recharacterization or equitable subordination for any purposes

whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the persons

and entities granted such Liens and security interests shall be authorized to make all filings and

recordings, and to obtain all governmental approvals and consents necessary to establish and

perfect such Liens and security interests under the provisions of the applicable state, federal, or

other law that would be applicable in the absence of the Plan and the Combined Order (it being

understood that perfection shall occur automatically by virtue of the entry of the Combined 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 be necessary under

applicable law to give notice of such Liens and security interests to third parties.

4. Amended Senior Secured Term Loan

In order to facilitate the consummation of the Restructuring Transactions, and as a goodfaith

and reasonable compromise and settlement of any objections of the holders of Senior Secured

Term Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtors

or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and the

Restructuring Implementation Deed, enter into the Amended Senior Secured Term Loan and

related 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 Term

Loan Credit Agreement (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 the

Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

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documents necessary or appropriate to consummate the Amended Senior Secured Term Loan

Credit Agreement without 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 such modifications as may be agreed between the Debtors or Reorganized Debtors and

the applicable holders of Senior Secured Term Loan Claims.

On the Effective Date, and without the need for any further corporate action or other action

by holders of Claims or Interests, all of the Liens and security interests to be granted in accordance

with 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 granted

thereunder in accordance with the terms of the Amended Senior Secured Term Loan Credit

Agreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)

shall be deemed automatically perfected on the Effective Date, subject only to such Liens and

security interests as may be permitted under the Plan, the Amended Senior Secured Term Loan

Credit Agreement, the Restructuring Implementation Deed, and the amended Intercreditor

Agreement and (d) shall not be subject to recharacterization or equitable subordination for any

purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances

under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and

the persons and entities granted such Liens and security interests shall be authorized to make all

filings and recordings, and to obtain all governmental approvals and consents necessary to

establish and perfect such Liens and security interests in accordance with the Plan, the Amended

Senior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and the

amended Intercreditor Agreement under the provisions of the applicable state, federal, or other law

that would be applicable in the absence of the Plan and the Confirmation Order (it being understood

that perfection shall occur automatically by virtue of the entry of the Confirmation 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 be necessary under

applicable law to give notice of such Liens and security interests to third parties.

5. Exchange Notes

The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps

Plan and Restructuring Implementation Deed, issue the Exchange Notes on or before the Effective

Date, 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 the

Plan.

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 be

made, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a

non-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court

previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those

documents necessary or appropriate to consummate the applicable Notes Amendments Documents

without 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 such

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modifications as may be agreed between the Debtors or Reorganized Debtors and the Majority

Core Noteholder Group.

On the Effective Date, and without the need for any further corporate action or other action

by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as

applicable) pursuant to, or in connection with, the Notes Amendments Documents (including any

Liens 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 Debtors

pursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceable

Liens on, and security interests in, the collateral granted thereunder in accordance with the terms

of the Notes Amendments Documents, with the priorities established in respect thereof under

applicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemed

automatically perfected on the Effective Date, subject only to such Liens and security interests as

may be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subject

to discharge, impairment, release, avoidance, recharacterization, subordination, or equitable

subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined

Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the

Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized

Debtors and the persons and entities granted such Liens and security interests shall be authorized

to make all filings and recordings, and to obtain all governmental approvals and consents necessary

to establish and perfect such Liens and security interests under the provisions of the applicable

state, federal, or other law that would be applicable in the absence of the Plan and the Combined

Order (it being understood that perfection shall occur automatically by virtue of the entry of the

Combined 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 be

necessary under applicable law to give notice of such Liens and security interests to third parties.

D. Corporate Action

Upon the Effective Date, all actions contemplated under the Plan and all other acts or

actions contemplated or reasonably necessary or appropriate to promptly consummate the

Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the

Effective Date) shall be deemed authorized and approved in all respects, including: (1) the issuance

and Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) the

issuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)

entry into the Amended Senior Secured Term Loan; (6) implementation of the Restructuring

Transactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, or

assumption 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 the

Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized

Debtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall be

in effect, without any requirement of further action by the security holders, directors, or officers

of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the

Effective 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 to

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effect the transactions contemplated under the Plan) in the name of and on behalf of the

Reorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the New

Money Notes, the Facility Agreement Amendments Documents, the Amended Senior Secured

Term Loan, the Transaction Documents, and any and all other agreements, documents, securities,

and instruments relating to the foregoing. The authorizations and approvals contemplated by this

Article 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 Notes

Claims will be deemed to have appointed the Company as its attorney and agent and to have

irrevocably instructed, authorized, directed and empowered the Company (or its authorized

representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any

Transaction Document to which it is party, in each case solely to the extent consistent with the

Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in

the case of Holder of Notes, to take any action necessary to ensure that steps described in the

Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if

necessary updating the books and records of the relevant clearing systems in which the Notes are

held.

E. Corporate Existence

Except as otherwise provided in the Plan or Plan Supplement, each Debtor shall continue

to 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 liability

company, partnership, or other form, as the case may be, pursuant to the applicable law in the

jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the

respective certificate of incorporation and by-laws (or other formation documents) in effect prior

to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other

formation documents) are amended under the Plan or otherwise, and to the extent such documents

are amended, such documents are deemed to be amended pursuant to the Plan and require no

further action or approval (other than any requisite filings required under applicable law).

F. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or the Plan Supplement (including, for the

avoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in any

agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all

property 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 respective

Reorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or other

encumbrances. If the Reorganized Debtors default in performing under the provisions of the Plan

and the Chapter 11 Cases are converted to Chapter 7, all property vested in each Reorganized

Debtor and all subsequently acquired property owned as of or after the conversion date shall revest

and constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after the

Effective Date, except as otherwise provided herein, each Reorganized Debtor may operate its

business 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 free

of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, and

Other Documents

On the Effective Date, except as otherwise provided in the Plan, the Combined Order, any

agreement, 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 other

documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors or

the Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemed

satisfied 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 document

that governs the rights of the Holder of a Claim or Interest shall continue in effect solely for

purposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributions

under the Plan as provided herein, (b) governing the contractual rights and obligations among the

Agents/Trustees and the lenders or Holders party thereto (including, without limitation,

indemnification, expense reimbursement, and Distribution provisions) until the Reorganized

Debtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees

thereunder 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/Trustee

to perform any functions that are necessary to effectuate the immediately foregoing, including

appearing 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 the

Facility Agreement Amendments Documents, solely to the extent set forth in the Lock-Up

Agreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in the

Lock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent set

forth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loan

into the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured Term

Loan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to the

extent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in the

Lock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5

H. Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of

the 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 documents

and take such actions as may be necessary or appropriate to effectuate, implement, and further

evidence the terms and conditions of the Plan, the Transaction Documents, and the securities

issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the

need for any approvals, authorizations, or consents except for those expressly required under the

Plan.

I. Certain Securities Law Matters

5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amended

in accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.

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Except 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 Money

Notes (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 and

the New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of the

Bankruptcy Code shall be exempt from, among other things, the registration requirements of

section 5 of the Securities Act and any other applicable law requiring registration prior to the

offering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section

1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the New

Money Notes (other than the Backstopped Notes) will be freely tradable in the United States by

the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code

relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance

with applicable securities laws and any rules and regulations of the United States Securities and

Exchange Commission, if any, applicable at the time of any future transfer of such Securities or

instruments.

With respect to any Consenting Noteholder who signed the Lock-Up Agreement before the

filing of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) of

the Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notes

and 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 registration

under the Securities Act the issuance and Distribution of such Exchange Notes and the Noteholder

Ordinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable in

the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the

Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities

Act, and compliance with applicable securities laws and any rules and regulations of the United

States Securities and Exchange Commission, if any, applicable at the time of any future transfer

of such Securities or instruments.

The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of the

Securities Act and Regulation S under the Securities Act, or any other available exemption from

registration under the Securities Act, as applicable, to exempt from registration under the Securities

Act 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 “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 Backstop Agreement pursuant to section 4(a)(2) of the

Securities 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). Such

Backstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant to

registration, or an applicable exemption from registration, under the Securities Act and other

applicable law.

J. Section 1146(a) Exemption

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 property under the

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Plan, 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 other

means; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateral

as security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the Exchange

Notes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of any

deed 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 in

connection 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 or

similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial

Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental

assessment, and upon entry of the Combined Order, the appropriate state or local governmental

officials or agents shall forego the collection of any such tax or governmental assessment and

accept for filing and recordation any of the foregoing instruments or other documents without the

payment of any such tax, recordation fee, or governmental assessment. All filing or recording

officers (or any other Person with authority over any of the foregoing), wherever located and by

whomever 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 filing

and recordation any of the foregoing instruments or other documents without the payment of any

such tax or governmental assessment.

K. Employee and Retiree Benefits

All compensation and benefits programs shall be assumed by the Reorganized Debtors and

shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor

such agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant to

section 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 paid

in accordance with applicable law.

L. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall

retain and may enforce all rights to commence and pursue any and all Causes of Action of the

Debtors, whether arising before or after the Petition Date, including any actions specifically

enumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, and

the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be

preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action

released by the Debtors pursuant to the releases and exculpations contained in the Plan, including

in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and

Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance

with the best interests of the Reorganized Debtors. No Entity (other than the Consenting

Creditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,

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or the Disclosure Statement to any Cause of Action against it as any indication that the

Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action

of the Debtors against it. Except as specifically released under the Plan or pursuant to a Final

Order, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecute

any and all Causes of Action against any Entity. Unless any Causes of Action of the Debtors

against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled

in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes

of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of

res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or

otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the

Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtors

notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter

11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code

and except as expressly waived, relinquished, exculpated, released, compromised, or settled in the

Plan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entity

shall 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 to

do any of the foregoing, without the consent or approval of any third party or any further notice to

or action, order, or approval of the Bankruptcy Court.

For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve any

Claims or Causes of Action that have been expressly released by the Debtors pursuant to the Debtor

Release (including, for the avoidance of doubt, Claims against the Consenting Creditors).

ARTICLE V

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein, each Executory Contract and

Unexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor in

accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy

Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired

Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the

subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the

Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or

Unexpired Lease pursuant to which the requested effective date of such rejection is after the

Effective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable to

the Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shall

not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior

written consent (which may be provided through electronic mail) of the Majority Participating

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Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonably

withheld).

Entry of the Combined Order by the Bankruptcy Court shall constitute an order approving

the assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy

Code and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall be

binding and enforceable against the parties thereto in accordance with its terms. For the avoidance

of 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, without

limitation, any termination events or provisions thereunder. On the Effective Date, in accordance

with the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible Participating

Lender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paid

in 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 accordance

with the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible Consenting

Eurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting Eurobond

Noteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, the

Simple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additional

Exchange Notes, in each case to the extent applicable in accordance with the terms of, and

calculated in the manner set forth in the Lock-Up Agreement.

Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Order

approving the assumptions and assumptions and assignments of the Executory Contracts and

Unexpired Leases as set forth in the Plan and the rejections of the Executory Contracts and

Unexpired 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 Executory

Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the

Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and

Unexpired 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 be

fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms

are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and

providing for its assumption under applicable federal law. Notwithstanding anything to the

contrary in the Plan, the Debtors, with the consent (which may be provided through electronic

mail) of the Majority Participating Lenders and the Majority Core Noteholder Group (which

consent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reserve

the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired

Lease List identified in this Article V.A and in the Plan Supplement at any time through and

including 45 days after the Effective Date.

To the extent that any provision in any Executory Contract or Unexpired Lease assumed

or 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 such

Executory Contract or Unexpired Lease (including any “change of control” provision), then such

provision shall be deemed modified such that the transactions contemplated by the Plan shall not

entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such

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Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect

thereto.

B. Indemnification Obligations

On and after the Effective Date, the Indemnification Provisions will be assumed and

irrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, as

applicable, will take any action to amend or restate their respective governance documents before

or 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 Leases

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim

with 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 Court

within 30 days after the later of (1) the Effective Date or (2) entry of an order of the Bankruptcy

Court (including the Combined Order) approving such rejection. Any Claims arising from the

rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court

within such time will be automatically disallowed, forever barred from assertion, and shall

not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their

property without the need for any objection by the Reorganized Debtors or further notice

to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim

arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed

fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a

Proof 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 and

shall be treated in accordance with Article III hereof.

D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed

The Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on the

Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of

payment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwise

agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all

requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be

paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims

and Noticing Agent on or before 30 days after the Effective Date. Any such request that is not

timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and

shall not be enforceable against any Reorganized Debtor, without the need for any objection by

the Reorganized Debtors or any other party in interest or any further notice to or action, order, or

approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and

discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors

ordinary course of business; provided that nothing herein shall prevent the Reorganized Debtors

from paying any Cure Amount despite the failure of the relevant counterparty to File such request

for payment of such Cure. The Reorganized Debtors also may settle any Cure Amount without

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any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any

objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be

Filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objection

will 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. Any

counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the

proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have

consented to such assumption.

If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any

assignee to provide “adequate assurance of future performance” within the meaning of section 365

of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shall

occur 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 the

Debtors (with the consent of the Majority Participating Lenders and the Majority Core Noteholder

Group (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and the

counterparty to the Executory Contract or Unexpired Lease.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or

otherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and at

the time dictated by the Debtors’ ordinary course of business, shall result in the full release and

satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including

defaults of provisions restricting the change in control or ownership interest composition or other

bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at

any time prior to the effective date of assumption. Any and all Proofs of Claim based upon

Executory 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 pursuant

to 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 any

objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.

E. Insurance Policies

Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless

otherwise provided herein or in the Plan Supplement or any document related thereto, on the

Effective 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 Plan

Supplement, the Disclosure Statement, the Combined Order, or any other order of the Bankruptcy

Court (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 of

such Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claims

covered by such Insurance Policies and their right to seek payment or reimbursement from the

Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security

therefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve a

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Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shall

not 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 otherwise

reduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to the

Effective Date, and any directors and officers of the Debtors who served in such capacity at any

time before or after the Effective Date shall be entitled, subject to and in accordance with the terms

and conditions of such Insurance Policy in all respects, to the full benefits of any such Insurance

Policy for the full term of such policy regardless of whether such directors or officers remain in

such 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 the

contrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurance

policies as the Debtors deem necessary, including by purchasing any tail coverage (including,

without limitation, a tail policy).

F. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that

is assumed shall include all modifications, amendments, supplements, restatements, or other

agreements that in any manner affect such Executory Contract or Unexpired Lease, and all

Executory Contracts and Unexpired Leases related thereto, if any, including all easements,

licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is

rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory

Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11

Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired

Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

G. Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the

Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall

constitute an admission by the Debtors that any such contract or lease is in fact an Executory

Contract 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 the

time of assumption or rejection, the Debtors, subject to the consent of the Majority Consenting

Creditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, as

applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its

treatment of such contract or lease under the Plan.

H. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain

jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired

Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

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I. Contracts and Leases Entered into after the Petition Date

Notwithstanding anything contained herein (including any release, discharge, exculpation

or injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,

leases and other documents entered into after the Petition Date by any Debtor, including any

Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the

applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their

business. Accordingly, such contracts, agreements, instruments, certificates, leases and other

documents (including any assumed Executory Contracts and Unexpired Leases) will survive and

remain unaffected by the Plan (including the release, discharge, exculpation and injunction

provisions), the entry of the Combined Order and any other Definitive Documents.

ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions on Account of Claims and Interests Allowed as of the Effective Date

Except as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement by

the Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claim

or Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agent

shall make initial Distributions under the Plan on account of Claims and Interests Allowed on or

before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims and

Interests; provided, however, that (1) Allowed Administrative Claims with respect to liabilities

incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed

by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of

business in accordance with the terms and conditions of any controlling agreements, course of

dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paid

in accordance with Article II.C of the Plan.

B. Rights and Powers of Distribution Agent

1. Powers of the Distribution Agent

The Distribution Agent shall be empowered to: (a) effect all actions and execute all

agreements, 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 respect

to its responsibilities; and (d) exercise such other powers as may be vested in the Distribution

Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Distribution

Agent to be necessary and proper to implement the provisions hereof.

2. Expenses Incurred on or after the Confirmation Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees

and expenses incurred by the Distribution Agent on or after the Confirmation Date (including

taxes) and any reasonable compensation and expense reimbursement claims (including reasonable

attorney fees and expenses) made by the Distribution Agent shall be paid in Cash by the

Reorganized Debtors.

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C. Special Rules for Distributions to Holders of Disputed Claims and Interests

Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the

relevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of the

Bankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respect

to a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim or

Interest have been resolved by settlement or Final Order; provided, however, that if a portion of a

Claim is not Disputed, the Distribution Agent may make a partial Distribution based on such

portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim

or Interest and a Disputed Claim or Interest shall not receive any Distribution on the Allowed

Claim or Interest unless and until all objections to the Disputed Claim or Interest have been

resolved 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 Allowed

Claims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also be

paid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, in

such Class that becomes an Allowed Claim or Interest after the date or dates that such dividends

or other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.

D. Delivery of Distributions

Except as otherwise provided herein (including, for the avoidance of doubt, as set forth in

the foregoing paragraph with respect to Distributions to Holders of RCF Claims and Notes

Claims), and notwithstanding any authority to the contrary, Distributions to Holders of Allowed

Claims, including Claims that become Allowed after the Effective Date, shall be made to Holders

of record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder as

set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in

writing, on or before the date that is 10 days before the Effective Date, of a change of address, to

the changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified and

made 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 of

address 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. Notwithstanding

anything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, the

Reorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever on

account of any Distributions under the Plan, including for the avoidance of doubt, Distributions to

the Holding Period Trust.

1. Compliance Matters

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the

Distribution Agent shall comply with all tax withholding and reporting requirements imposed on

them by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to such

withholding 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 actions

necessary or appropriate to comply with such withholding and reporting requirements, including

liquidating a portion of the Distribution to be made under the Plan to generate sufficient funds to

pay applicable withholding taxes, withholding Distributions pending receipt of information

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necessary to facilitate such Distributions, or establishing any other mechanisms they believe are

reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributions

made under the Plan in compliance with all applicable wage garnishments, alimony, child support,

and other spousal awards, liens, and encumbrances.

2. Foreign Currency Exchange Rate

Except as otherwise provided in a Final Order, as of the Effective Date, any Claim asserted

in currency other than U.S. dollars shall, for the purposes of determining the amount of a

Distribution be automatically deemed converted to the equivalent U.S. dollar value using the

exchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is not

available, as published in The Wall Street Journal, National Edition, as of a date to be agreed by

the Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority Core

Noteholder Group.

3. Undeliverable, and Unclaimed Distributions

(a) Undeliverable Distributions. If any Distribution to a Holder of an Allowed

Claim or Interest is returned to the Distribution Agent as undeliverable, no

further Distributions shall be made to such Holder unless and until the

Distribution Agent is notified in writing of such Holder’s then-current

address or other necessary information for delivery, at which time all

currently due missed Distributions shall be made to such Holder on the next

Distribution Date. Undeliverable Distributions shall remain in the

possession of the Reorganized Debtors until such time as a Distribution

becomes deliverable, or such Distribution reverts to the Reorganized

Debtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shall

not be supplemented with any interest, dividends, or other accruals of any

kind.

(b) Reversion. Any Distribution under the Plan, other than with respect to the

Noteholder Ordinary Shares or Exchange Notes, that is an unclaimed

Distribution for a period of six months after Distribution shall be deemed

unclaimed property under section 347(b) of the Bankruptcy Code and such

unclaimed Distribution shall revest in the applicable Reorganized Debtor

and, to the extent such unclaimed Distribution is not Noteholder Ordinary

Shares or Exchange Notes, as applicable, shall be deemed cancelled. Upon

such revesting, the Claim or Interest of any Holder or its successors with

respect to such property shall be cancelled, discharged, and forever barred

notwithstanding any applicable federal or state escheat, abandoned, or

unclaimed property laws, or any provisions in any document governing the

Distribution that is an unclaimed Distribution, to the contrary.

(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Shares

and Exchange Notes will be issued directly to any Holder of an Allowed

Notes Claim (or its Nominee(s)) that has confirmed its details (including

details of a securities account that is compatible with Euroclear Sweden) to

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the Distribution Agent by no later than the date falling 10 Business Days

prior to the Effective Date (or such other time and date as the Debtor and

the Majority Core Noteholder Group may agree). Any Holder of an Allowed

Notes Claim that has not confirmed its details by this date shall accept that

its pro rata share of the Noteholder Ordinary Shares and Exchange Notes

may instead be transferred to the Holding Period Trust.

If any Holder of an Allowed Notes Claim is unable, owing to fund

constitutional or binding governance reasons, to receive its pro rata share of

the Noteholder Ordinary Shares or Exchange Notes or to nominate a

Nominee to receive its pro rata share of the Noteholder Ordinary Shares or

Exchange Notes, such Noteholder Ordinary Shares or Exchange Notes may

be transferred to the Holding Period Trust. Any unclaimed Noteholder

Ordinary Shares or Exchange Notes held by the trustee at the end of such

fixed period shall be liquidated and the net proceeds held on trust for a

further fixed period for such Holder of an Allowed Notes Claim to claim.

Upon the expiry of the later fixed period, the trustee will deliver any

unclaimed proceeds to the Debtor.

4. Surrender of Cancelled Instruments or Securities

On the Effective Date, each Holder of a Certificate shall be deemed to have surrendered

such Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respect

to 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, this

Article VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.

E. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

A Claim shall be reduced in full, and such Claim shall be disallowed without an objection

to such Claim having to be Filed and without any further notice to or action, order, or approval of

the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on

account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a

Holder of a Claim receives a Distribution on account of such Claim and receives payment from a

party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall

repay, return or deliver any Distribution held by or transferred to the Holder to the applicable

Reorganized Debtor to the extent the Holder’s total recovery on account of such Claim from the

third party and under the Plan exceeds the amount of such Claim as of the date of any such

Distribution 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 the

Reorganized Debtors.

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2. Claims Payable by Insurance Carriers

No Distributions under the Plan shall be made on account of an Allowed Claim that is

payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim

has exhausted all remedies with respect to such insurance policy. To the extent that one or more

of the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court

of competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may be

expunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims and

Noticing Agent without a Claims objection having to be Filed and without any further notice to or

action, order, or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided herein, Distributions to Holders of Allowed Claims shall be

in accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan

shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may

hold against any other Entity, including Insurers under any policies of insurance, nor shall anything

contained herein constitute or be deemed a waiver by such Insurers of any defenses, including

coverage defenses, held by such Insurers.

F. Setoffs

Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to

the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy

law, or as may be agreed to by the Holder of a Claim, may set off or recoup against any Allowed

Claim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to be

made pursuant to the Plan on account of such Allowed Claim (before any Distribution is made on

account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such

Debtor 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 otherwise

compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or

otherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor the

allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such

Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtor

may possess against such Holder; provided, further, that such Holder may contest any such set off

by a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. For

the avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claim

related to such right of set off prior to the Effective Date.

G. Allocation between Principal and Accrued Interest

Except as otherwise provided herein, the aggregate consideration paid to Holders with

respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the

principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if

any, on such Allowed Claim accrued through the Effective Date.

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H. Minimum Distributions

No (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notes

or Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractional

amounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional New

Money Note or Exchange Note under this Plan would otherwise be called for, such payment or

Distribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be rounded

to the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded to

the next lower whole number with no further payment or Distribution therefore. The total number

of authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted as

necessary to account for the foregoing rounding, subject to any minimum denominations required

under 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 of

Noteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment or

Distribution will reflect a rounding down of such fraction to the nearest whole dollar or share of

Noteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares or

less being rounded down.

ARTICLE VII

PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A. Disputed Claims Generally

Notwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forth

in the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection of

an Executory Contract or Unexpired Lease, need not File Proofs of Claim with the Bankruptcy

Court, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolve

any disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not been

commenced. The Holders of Claims other than Claims arising from the rejection of an Executory

Contract or Unexpired Lease shall not be subject to any Claims resolution process in the

Bankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection of

an Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, and

including Claims Filed after the Effective Date, shall be deemed withdrawn. From and after the

Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise any

Claim without approval of the Bankruptcy Court.

B. Objections to Claims

Except insofar as a Claim is Allowed under the Plan, the Debtors or the Reorganized

Debtors, as applicable, shall be entitled to object to Claims. After the Effective Date, the

Reorganized Debtors shall have and retain any and all rights and defenses that the Debtors had

with regard to any Claim or Interest. Any objections to Claims shall be served and Filed on or

before the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixed

by the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or the

Reorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or to

Proof of such Claim.

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C. Estimation of Claims

The Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the

Majority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonably

withheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, and

Disputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Court

estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the

Bankruptcy Code regardless of whether the Debtors previously objected to such Claim or whether

the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain

jurisdiction to estimate any Claim, including, without limitation, at any time during litigation

concerning any objection to any Claim or during the pendency of any appeal relating to any such

objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or

Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim

or a maximum limitation on the Allowed amount of such Claim, as determined by the Bankruptcy

Court. If the estimated amount constitutes a maximum limitation on the Allowed amount of such

Claim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementary

proceedings to object to the allowance of such Claim.

D. Disallowance of Claims

Any 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 sections

522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed

Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may

not receive any Distributions on account of such Claims until such time as such Causes of Action

against that Entity have been settled or a Bankruptcy Court order with respect thereto has been

entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the

Debtors or the Reorganized Debtors.

E. No Distributions Pending Allowance

If an objection, motion to estimate, or other challenge to a Claim is Filed, no payment or

Distribution provided under the Plan shall be made on account of such Claim unless and until (and

only to the extent that) such Disputed Claim becomes an Allowed Claim.

F. Distributions after Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (if

any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the

Plan, including the treatment provisions provided in Article IV of the Plan.

G. Claim Resolution Procedures Cumulative

All of the Claims, objection, estimation, and resolution procedures in the Plan are intended

to be cumulative and not exclusive of one another. Claims may be estimated and subsequently

settled, compromised, withdrawn, or resolved in accordance with the Plan without further notice

or Bankruptcy Court approval.

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H. Single Satisfaction of Claims and Interests

In no case shall the aggregate value of all property received or retained under the Plan on

account of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim or

Interest plus applicable interest required to be paid hereunder, if any.

ARTICLE VIII

EFFECT OF CONFIRMATION OF THE PLAN

A. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise

specifically provided in the Plan or in any contract, instrument, or other agreement or

document created pursuant to the Plan, the Distributions, rights, and treatment that are

provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of

the 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 any

property shall have been distributed or retained pursuant to the Plan on account of such

Claims and Interests, including demands, liabilities, and Causes of Action that arose before

the Effective Date, any liability (including withdrawal liability) to the extent such Claims or

Interests relate to services performed by employees of the Debtors prior to the Effective Date

and that arise from a termination of employment, any contingent or non-contingent liability

on account of representations or warranties issued on or before the Effective Date, and all

debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in

each case whether or not: (a) a Proof of Claim based upon such debt or right is Filed or

deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based

upon 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 Order

shall be a judicial determination of the discharge of all Claims and Interests subject to the

occurrence of the Effective Date.

B. Release of Liens

Except as otherwise provided in or pursuant to the New Security Documents, the

Plan, the Combined Order, or any other contract, instrument, release, or other agreement

or document created pursuant to the Plan, on the Effective Date and concurrently with the

applicable 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 Effective

Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with

Article III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or other

security interests against any property of the Estates or the Debtors' affiliates for the benefit

of Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other security

interests against any property of the Estates shall be fully released and discharged, and all

of 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 and

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assigns, other than, for the avoidance of doubt, the Liens and security interests granted

pursuant to, or in connection with, the Facility Agreement Amendments Documents, the

Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents

or the Security Documents (as defined in the Notes Amendments Documents). Any Holder

of such Secured Claim (and the applicable agents for such Holder) shall be authorized and

directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or

other property of any Debtor (including any cash collateral and possessory collateral) held

by such Holder (and the applicable agents for such Holder), and to take such actions as may

be 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 presentation

or filing of the Combined Order to or with any federal, state, provincial, or local agency or

department shall constitute good and sufficient evidence of, but shall not be required to

effect, the termination of such Liens.

C. Releases by the Debtors

Except 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, as

of 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 any

Avoidance 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 their

own right (whether individually or collectively) or on behalf of the Holder of any Claim or

Cause 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 hereafter

arising in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner

arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring

efforts, intercompany transactions between or among the Debtors or between the Debtors

and 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 Notes

Amendments Documents, the New Money Documents, the New Security Documents, the

Rights Offering Documents, the Restructuring Implementation 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 Agreement Amendments Documents, the

Notes 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 of

Confirmation, the pursuit of Consummation, the administration and implementation of the

Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the

Distribution of property under the Plan, the Lock-Up Agreement, or any other related

agreement, or upon any other act or omission, transaction, agreement, event, or other

occurrence taking place on or before the Effective Date. Notwithstanding anything to the

contrary in the foregoing, the releases set forth above do not release (i) any post-Effective

Date obligations of any party or Entity under the Plan, the Lock-Up Agreement, the

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Restructuring Implementation Deed, the Rights Offering Documents (including the

Backstop Agreement), the Notes Amendments Documents, the New Money Documents, the

New Security Documents, the Definitive Documents, the Facility Agreement Amendments

Documents, or any Restructuring Transaction, or any document, instrument, or agreement

(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) any

Causes of Action specifically retained by the Debtors pursuant to the Schedule of Retained

Causes of Action, (iii) any Cause of Action that is judicially determined by a Final Order to

have constituted actual fraud, willful misconduct gross negligence of an Entity other than a

Debtor, (iv) any Cause of Action against a Released Party arising from any obligations owed

to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not

otherwise 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 and

arising in the ordinary course of business, such as accounts receivable and accounts payable

on account of goods and services being performed, or (vi) any Cause of Action against a

Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed

Claim solely in accordance with the Plan.

D. Releases by Holders of Claims and Interests

Except as otherwise specifically provided in the Plan or the Combined Order, as of

the Effective Date, each Releasing Party is deemed to have released and discharged each

Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether

known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,

existing or hereafter arising in law, equity, contract, tort, or otherwise, including any

derivative claims asserted on behalf of the Debtors, that such Entity would have been legally

entitled to assert (whether individually or collectively), based on or relating to, or in any

manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court

restructuring efforts, intercompany transactions between or among the Debtors or between

the Debtors and 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

Notes Amendments Documents, the New Money Documents, the New Security Documents,

the Rights Offering Documents, the Restructuring Implementation 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 Agreement Amendments Documents, the

Notes 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

of Confirmation, the pursuit of Consummation, the administration and implementation of

the Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the

Distribution of property under the Plan, or the Lock-Up Agreement. Notwithstanding

anything to the contrary in the foregoing, the releases set forth above do not release (i) any

post-Effective Date obligations of any party or Entity under the Plan, any Restructuring

Transaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the Rights

Offering Documents (including the Backstop Agreement), the Notes Amendments

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Documents, the New Money Documents, the New Security Documents, the Definitive

Documents, the Facility Agreement Amendments Documents, or any other document,

instrument, or agreement (including those set forth in the Plan Supplement) executed to

implement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuant

to the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judicially

determined by a Final Order to have constituted actual fraud, willful misconduct, or gross

negligence, (iv) any Cause of Action against a Released Party arising from any obligations

owed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not

otherwise 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 and

arising in the ordinary course of business, such as accounts receivable and accounts payable

on account of goods and services being performed, or (vi) any Cause of Action against a

Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed

Claim solely in accordance with the Plan.

E. Exculpation

Except as otherwise expressly provided in the Plan or the Combined Order, to the

fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each

Exculpated Party is released and exculpated from any and all Causes of Action arising from

the 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 restructuring

efforts, intercompany transactions between or among the Debtors or between the Debtors

and their non-Debtor Affiliates, the Facility Agreement, 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 Notes Amendments Documents, the New Money

Documents, the New Security Documents, the Rights Offering Documents, the Restructuring

Implementation 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 Agreement

Amendments Documents, the Notes Amendments Documents, the New Money Documents,

the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit of

Confirmation, the pursuit of Consummation, the administration and implementation of the

Plan, including the issuance of Securities pursuant to the Plan, or the Distribution of

property under the Plan, the Lock-Up Agreement, or any other related agreement, except

for claims related to any act or omission that is determined in a Final Order to have

constituted actual fraud, willful misconduct, or gross negligence, but in all respects such

Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their

duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon

completion of the Plan shall be deemed to have, participated in good faith and in compliance

with the applicable laws with regard to the solicitation of votes and Distribution of

consideration pursuant to the Plan and, therefore, are not, and on account of such

Distributions shall not be, liable at any time for (i) any post-Effective Date obligations of any

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party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, the

Restructuring Implementation Deed, or any document, instrument, or agreement (including

those set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes of

Action specifically retained by the Debtors pursuant to the Schedule of Retained Causes of

Action, (iii) any Cause of Action (other than a Cause of Action against the Debtors, the

Reorganized Debtors, or any Related Party of the Debtors) unknown to such Exculpated

Party as of the Effective Date that arises out of actual fraud or gross negligence of an Entity

other than such Exculpated Party, or (iv) the violation of any applicable law, rule, or

regulation governing the solicitation of acceptances or rejections of the Plan or such

Distributions made pursuant to the Plan.

F. Injunction

Upon entry of the Combined Order, all Persons and Entities shall be enjoined from

taking any actions to interfere with the implementation or consummation of this Plan or the

vesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtors

pursuant to this Plan.

Except as otherwise specifically provided in the Plan or for obligations issued or

required 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 to

exculpation are permanently enjoined, from and after the Effective Date, from taking 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 other proceeding of

any 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 with

respect to any such claims or interests; (c) creating, perfecting, or enforcing any

encumbrance of any kind against such Entities or the property or the estates of such Entities

on 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 obligation

due from such Entities or against the property of such Entities on account of or in connection

with or with respect to any such claims or interests unless such Holder has Filed a motion

requesting the right to perform such setoff on or before the Effective Date, and

notwithstanding 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 on

account of or in connection with or with respect to any such claims or interests released or

settled pursuant to the Plan.

With respect to any Covered Entity, no Entity or Person may commence 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 or reasonably likely to relate to

any 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 a

Covered Entity), unless expressly authorized by the Bankruptcy Court after (1) it

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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 or Person to bring such

Claim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdiction

to determine whether any such Claim, Interest, debt, obligation or Cause of Action is

colorable and, only to the extent legally permissible and as provided for in Article XI, shall

have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,

or Cause of Action.

G. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity

pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is

contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed

and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the

Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant

Holder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has been

entered prior to the Confirmation Date determining such Claim as no longer contingent.

ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date that the following conditions shall have been

satisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and the

Majority Participating Lenders, or waived pursuant to Article IX.B of the Plan:

1. the Combined Order in form and substance acceptable to the Majority Core

Noteholder Group and the Majority Participating Lenders shall be a Final Order ;

2. the Transaction Documents and the New Security Documents, shall be in form and

substance acceptable to the Majority Core Noteholder Group and the Majority

Participating Lenders (with all conditions precedent thereto having been satisfied

or waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date);

3. the Backstop Agreement shall remain in full force and effect and shall not have

terminated pursuant to its terms;

4. the Rights Offering shall have been conducted, in all material respects, in

accordance with the Rights Offering Procedures;

5. issuance of the Noteholder Ordinary Shares (with all conditions precedent thereto

having 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 the

Restructuring Implementation Deed;

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6. all conditions precedent to the issuance of the Exchange Notes have been satisfied

or waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date, in each case, in

accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

7. all conditions precedent to the issuance of the New Money Notes have been

satisfied or waived, other than the occurrence of the Effective Date and those

conditions precedent that are expected to occur on the Effective Date, in each case,

in accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

8. all conditions precedent to the effectiveness of the SSRCF have been satisfied or

waived, other than the occurrence of the Effective Date and those conditions

precedent that are expected to occur on the Effective Date, in each case, in

accordance with the Plan, the Lock-Up Agreement, and the Restructuring

Implementation Deed;

9. all other applicable Definitive Documents shall be in form and substance acceptable

to the Majority Core Noteholder Group and the Majority Participating Lenders

(with all conditions precedent thereto having been satisfied or waived, other than

the occurrence of the Effective Date and those conditions precedent that are

expected 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-Up

Agreement, the Backstop Agreement, and the other Transaction Documents and in

accordance with the Lock-Up Agreement, including the Restructuring Expenses (to

the extent not already paid);

12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be a

Final Order;

13. the Agreed Steps Plan and evidence that steps and transactions referred to therein

as steps/transactions to be undertaken on or prior to the Effective Date shall have

been or will be duly completed to the satisfaction of the Majority Core Noteholder

Group and the Majority Participating Lenders in accordance with the Plan, the

Lock-Up Agreement, and the Restructuring Implementation Deed;

14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to the

Treatment in Class 5 shall have been paid in full in Cash;

15. all requisite governmental authorities and third parties will have approved or

consented to the Restructuring Transactions and any applicable waiting period

under applicable law (including with respect to antitrust laws) shall have expired,

in either case, to the extent required;

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16. no court of competent jurisdiction or other competent governmental or regulatory

authority shall have issued any order making illegal or otherwise preventing or

prohibiting the consummation of any Restructuring Transactions;

17. the Debtors shall have implemented the Restructuring Transactions and all

transactions contemplated by, and in accordance with, the Lock-Up Agreement, the

Agreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and

18. either:

i) the Lock-Up Agreement shall not have been terminated and shall remain in full force

and effect; or

ii)

(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RP

Certificate to the Consenting Creditors;

(b) the Lock-Up Agreement shall not have been terminated other than pursuant to

clause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and such

termination shall have occurred not more than 122 days before the Effective

Date; and

(c) the Company shall have delivered to the Consenting Creditors a LUA

Compliance Certificate;

(d) no event or circumstance has occurred which (with the expiry of any grace

period, the giving of any notice or any combination of the foregoing) would

have resulted in a termination right arising in favor of (i) the Majority Core

Noteholder Group or the Majority Participating Lenders under paragraphs (c)

to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination by

Participating Lenders with respect to Participating Lenders only) of the Lock-

Up Agreement or (ii) the Majority Participating Lenders or the Majority

Consenting Noteholders under paragraph (f) of Clause 8.3 (Voluntary

termination) of the Lock-Up Agreement (in each case, as if it had not already

terminated) and none of the Majority Core Noteholder Group, the Majority

Participating Lenders nor the Majority Consenting Noteholders have delivered

notice to the Company confirming that it or they would have terminated the

Lock-Up Agreement on the basis of such event or circumstance if the Lock-Up

Agreement had still been in full force and effect; and

(e) neither the Majority Core Noteholder Group nor the Majority Participating

Lenders have delivered an Effective Date Failed CP Notice to the Company.

B. Waiver of Conditions Precedent

The Debtors, with the prior written consent (which may be provided through electronic

mail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waive

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any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or as

otherwise provided in the Lock-Up Agreement without any notice to any other parties in interest

and without any further notice to or action, order, or approval of the Bankruptcy Court, and without

any formal action other than proceeding to confirm and consummate the Plan. The failure of the

Debtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of the

foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be

deemed an ongoing right, which may be asserted at any time.

ARTICLE X

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification of Plan

Subject 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 terms

set forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) after

the 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, or

reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the

purpose and intent of the Plan consistent with the terms set forth herein, in each case set forth in

the preceding clauses (1) and (2) with the prior written consent (which may be provided through

electronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to the

Consenting Creditors (or, if a Consenting Creditor does not have counsel, to such Consenting

Creditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as is

reasonably practicable, prior to withdrawing the Plan.

B. Effect of Confirmation on Modifications

Entry of the Combined Order shall constitute approval of all modifications to the Plan

occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a

finding that such modifications to the Plan do not require additional disclosure or resolicitation

under Bankruptcy Rule 3019.

C. Withdrawal of Plan

The Debtors reserve the right, subject to the terms of the Lock-Up Agreement and the

approval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to any

or all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtors

revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) the

Plan 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, and

any 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, or

Causes of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any other

Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any

Debtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement that

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survive the termination of these agreements (each, according to its terms) shall remain in effect in

accordance with the terms thereof.

ARTICLE XI

RETENTION OF JURISDICTION

Notwithstanding 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, the

Chapter 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 any

Claim or Interest, including the resolution of any request for payment of any Claim

or Interest and the resolution of any and all objections to the secured or unsecured

status, priority, amount, or allowance of Claims or Interests;

2. decide and resolve all matters related to the granting and denying, in whole or in

part, any applications for allowance of compensation or reimbursement of expenses

to 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 or

Unexpired Lease to which a Debtor is party or with respect to which a Debtor may

be liable and to hear, determine, and, if necessary, liquidate, any Cure or Claims

arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)

any potential contractual obligation under any Executory Contract or Unexpired

Lease that is assumed; and (c) any dispute regarding whether a contract or lease is

or was executory or expired;

4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuant

to the provisions of the Plan and adjudicate any and all disputes arising from or

relating to Distributions under the Plan;

5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or

litigated matters, and any other matters, and grant or deny any applications

involving 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 the

Chapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,

releases, indentures, and other agreements or documents created in connection with

the Plan;

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7. 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 rejecting

Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;

9. issue injunctions, enter and implement other orders, or take such other actions as

may be necessary or appropriate to restrain interference by any Entity with

Consummation or enforcement of the Plan;

10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or

Causes 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 the

recovery of additional amounts owed by the Holder of a Claim or an Interest for

amounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to the

releases, injunctions, and other provisions contained in Article VIII of the Plan,

including entry of such orders as may be necessary or appropriate to implement

such releases, injunctions, and other provisions; (c) that may arise in connection

with the Consummation, interpretation, implementation, or enforcement of the Plan

and 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 Ordinary

Shares 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 Combined

Order is for any reason modified, stayed, reversed, revoked, or vacated;

13. consider any modifications of the Plan, to cure any defect or omission, or to

reconcile any inconsistency in any Bankruptcy Court order, including the

Combined Order;

14. hear and determine matters concerning state, local, and federal taxes in accordance

with 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; and

17. hear and determine any other matters related to the Chapter 11 Cases and not

inconsistent 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 arising

from agreements or documents (or performance under agreements or documents) contained in the

Plan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forum

selection, or dispute resolution clause that refers matters to or permits a Person to bring actions

before a different court or forum, and any matters arising from agreements or documents (or

performance under any agreements or documents) contained in the Plan Supplement or any other

Definitive Documents that contain such clauses shall be governed in accordance with the

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provisions of such agreements or documents; provided, further, that if the Bankruptcy Court

abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction

over any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of this

Article XI shall have no effect upon and shall not control, prohibit, or limit the exercise of

jurisdiction by any other court having jurisdiction with respect to such matter.

ARTICLE XII

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the

occurrence of the Effective Date, the terms of the Plan shall be immediately effective and

enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all

Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have

accepted 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 acquiring

property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired

Leases 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 Claim

or Interest has voted on the Plan.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such

agreements and other documents as may be necessary or appropriate to effectuate and further

evidence the terms and conditions of the Plan; provided, however, that such agreements and other

documents 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 form

and substance reasonably acceptable to the Majority Participating Lenders and the Majority Core

Noteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders of

Claims and Interests receiving Distributions pursuant to the Plan and all other parties in interest

shall, from time to time, prepare, execute, and deliver any agreements or documents and take any

other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Payment of Statutory Fees

Prior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28

U.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 when

due and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonably

acceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees to

the U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.

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D. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the

Bankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statement

or provision contained in the Plan, including the amounts set forth in Article III.D, or the taking

of any action by any Debtor or any party in interest with respect to the Plan, the Disclosure

Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any

rights of any party in interest prior to the Effective Date.

E. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be

binding 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 each

such Entity.

F. Service of Documents

After the Effective Date, any pleading, notice, or other document required by the Plan to

be served on or delivered to the Reorganized Debtors shall be served on:

Reorganized Debtors Intrum AB

Riddargatan 10

Stockholm, Sweden 11435

Attention: Niklas Lundquist

Counsel to Debtors Porter Hedges LLP

1000 Main St., 36th

Houston, TX 77002

Attn.: John F. Higgins (jhiggins@porterhedges.com)

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attn.: Dennis F. Dunne (ddunne@milbank.com)

Jaimie Fedell (jfedell@milbank.com)

Counsel to Consenting Noteholders

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn.: Adam J. Goldberg (adam.goldberg@lw.com)

Ebba Gebisa (ebba.gebisa@lw.com)

Brian S. Rosen (brian.rosen@lw.com)

Thomas Fafara (thomas.fafara@lw.com)

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Counsel to the RCF SteerCo Group Clifford Chance US LLP

Two Manhattan West

375 9th Avenue

New York, NY 10001

Maja Zerjal Fink (maja.zerjalfink@cliffordchance.com)

Robert Johnson (robert.johnson@cliffordchance.com)

Madelyn Nicolini (madelyn.nicolini@cliffordchance.com)

United States Trustee Office of the United States Trustee

for the Southern District of Texas

515 Rusk Street, Suite 3516

Houston, Texas 77002

G. Term of Injunctions or Stays

Unless otherwise provided herein or in the Combined Order, all injunctions or stays

in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or

any order of the Bankruptcy Court) and existing on the Confirmation Date (excluding any

injunctions or stays contained in the Plan or the Combined Order) shall remain in full force

and effect until the Effective Date. All injunctions or stays contained in the Plan or the

Combined Order shall remain in full force and effect in accordance with their terms.

H. Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the Lock-Up

Agreement, the Plan supersedes all previous and contemporaneous negotiations, promises,

covenants, agreements, understandings, and representations on such subjects, all of which have

become merged and integrated into the Plan.

I. Plan Supplement

All exhibits and documents included in the Plan Supplement are incorporated into and are

a 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 from

https://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website at

www.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the

extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part

of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not

constitute the Plan Supplement shall control.

J. Non-Severability

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court

to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall

have the power to alter and interpret such term or provision to make it valid or enforceable to the

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maximum extent practicable, consistent with the original purpose of the term or provision held to

be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered

or 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 Consenting

Creditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of the

terms 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 shall

constitute a judicial determination and shall provide that each term and provision of the Plan, as it

may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable

pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the

Debtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutually

dependent.

K. Votes Solicited in Good Faith

Upon entry of the Combined Order, the Debtors, the Consenting Creditors, and each of

their respective Affiliates, agents, representatives, members, principals, shareholders, officers,

directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan in

good faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of the

Bankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code in

the 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 any

liability for the violation of any applicable law, rule, or regulation governing the solicitation of

votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or sold

under the Plan.

L. Closing of Chapter 11 Cases

After 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 close

the 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 records

related to this matter two (2) years after the Effective Date has occurred.

M. Waiver or Estoppel

Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert

any argument, including the right to argue that its Claim or Interest should be Allowed in a certain

amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the

Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the

Disclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed prior

to the Confirmation Date.

N. Creditor Default

An act or omission by a Holder of a Claim or an Interest in contravention of the provisions

of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the

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Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Order

and may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in

remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court

may: (a) designate a party to appear, sign or accept the documents required under the Plan on

behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by

order of specific performance; (c) award judgment against such defaulting creditor in favor of the

Reorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors for

the damages caused by such default; and (d) make such other order as may be equitable that does

not materially alter the terms of the Plan.

O. 2002 Notice Parties

The Combined Order shall provide that, after the Effective Date, the Debtors and the

Reorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documents

pursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after the

Combined Hearing to receive documents pursuant to Bankruptcy Rule 2002.

[Remainder of page left intentionally blank]

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Dated: December 18, 2024

Respectfully submitted,

By: /s/ Andrés Rubio .

Name: Andrés Rubio

Title: Chief Executive Officer

On behalf of Intrum AB (pub) and its Debtor affiliate

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EXHIBIT C

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS (HOUSTON)

IN RE:

INTRUM AB,

Debtor.

.

.

.

.

.

.

.

.

Case No. 24-90575

Chapter 11

515 Rusk Street

Houston, TX 77002

Tuesday, December 31, 2024

. . . . . . . . . . . . . . . . 11:00 a.m.

TRANSCRIPT OF ORAL RULING

BEFORE THE HONORABLE CHRISTOPHER M. LOPEZ

UNITED STATES BANKRUPTCY COURT JUDGE

TELEPHONIC APPEARANCES:

For the Debtor: Milbank LLP

By: ANDREW M. LEBLANC, ESQ.

MELANIE W. YANEZ, ESQ.

HANNAH BLAZEK, ESQ.

JULIE WOLF, ESQ.

1850 K Street NW

Washington, DC 20006

(202) 835-7574

Milbank LLP

By: DENNIS F. DUNNE, ESQ.

55 Hudson Yards

New York, NY 10001

(212) 530-5770

APPEARANCES CONTINUED.

Audio Operator: Courtroom ECRO Personnel

Transcription Company: Access Transcripts, LLC

10110 Youngwood Lane

Fishers, IN 46048

(855) 873-2223

www.accesstranscripts.com

Proceedings recorded by electronic sound recording,

transcript produced by transcription service.

1

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 2 of 38

2

ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)

APPEARANCES (Continued):

For the Debtor: Kirkland & Ellis LLP

By: JAIMIE FEDELL, ESQ.

333 W. Wolf Point Plaza

Chicago, IL 60654

(312) 862-2000

For the United States

Trustee:

Office of the United States Trustee

By: CHRISTOPHER ROSS TRAVIS, ESQ.

515 Rusk Street

Suite 3516

Houston, TX 77002

(202) 603-5225

For RCF SteerCo Group: Clifford Chance US LLP

By: BRIAN LOHAN, ESQ.

MAJA ZERJAL FINK, ESQ.

MADELYN NICOLINI, ESQ.

Two Manhattan West

375 9th Avenue

New York, NY 10001

(212) 878-8000

Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 38

3

ACCESS 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 AB

3 and Intrum AB of Texas here in connection with an oral ruling

4 on joint motion to dismiss and the plan confirmation.

5 Before I begin, Mr. Leblanc, I just want to make

6 sure, if you can just raise your hand, if you can hear me, just

7 want to make sure that you can.

8 Okay. And I guess before we get started, if you can

9 also give me a hand in the air if things are still where they

10 are and require me to rule.

11 Okay. All right. Here we go. Before I begin, I

12 want to thank all the attorneys and everyone who participated

13 in the hearings that we had recently in December. I really

14 thought a lot about the issues that are before the Court in

15 connection with the motion to dismiss and in connection with

16 plan confirmation. And I kind of took a couple of extra days

17 to really think about the issues and go through the evidence.

18 It's a big issue for many people, obviously, and I

19 wanted to make sure that I was able to at least articulate my

20 thoughts, hopefully in a way that people will understand. And

21 so here's the Court's ruling. I'm just going to start reading.

22 Intrum AB and Intrum AB of Texas, LLC started these

23 Chapter 11 cases seeking confirmation of a prepackaged plan of

24 reorganization. The plan is supported by a significant number

25 of secured and unsecured lenders.

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1 And there is strong opposition from an ad hoc group

2 of 2025 note holders. This ad hoc group moved to dismiss the

3 case for lack of good faith under Section 1112(b) of the

4 Bankruptcy Code. They also object to plan confirmation on

5 several grounds.

6 The Office of the United States Trustee objected to

7 plan confirmation based on the outbound for consensual third8

party releases under the plan. They also request that a

9 minimum language in a confirmation order assuring parties who

10 opted out of the consensual releases, that they're not bound by

11 them.

12 The U.S. Trustee also objected to exculpations, but

13 at a hearing in mid-December, the debtors and the U.S.T.

14 informed the Court that they had agreed to resolve that

15 objection.

16 The Court considered the motion to dismiss and plan

17 confirmation in evidentiary hearings that took place on

18 December 17th and the 19th. Many exhibits, including

19 declarations, were admitted in the record. The Court heard

20 live testimony from debtor CEO, the Chair of the Board of

21 Intrum AB, and an expert witness on Swedish insolvency law.

22 The Court took both matters under advisement and

23 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 are

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1 court proceedings under 28 U.S.C. 157(b).

2 So the Court has constitutional authority to enter

3 final orders and judgments in accordance with Supreme Court's

4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's

5 been U.S. proper in this district under 28 U.S.C. 1408 and

6 1409. I'm going to start with some background and then turn to

7 the rulings.

8 Intrum AB, whom I'll refer to as Intrum, is one of

9 Europe's largest debt collection companies. Intrum is a

10 Swedish company that operates in 22 countries and, in addition

11 to debt collection services, provides credit management

12 services to clients. Intrum, together with its debtor and non13

debtor subsidiaries, employs about 10,000 people.

14 Intrum's capital structure included a revolving

15 credit facility, a term loan facility, and nine unsecured note

16 issuances. The notes are made up of senior unsecured notes,

17 medium term notes, and private placement notes. The revolver

18 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. The

21 medium term notes mature in '25 and in '26, and they're

22 governed by Swedish law. The private placement notes mature in

23 2025, and they're also governed by New York law.

24 Before the start of these Chapter 11 cases, Intrum

25 began experiencing financial challenges. It was facing high

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1 inflation rates, high interest rates, slow growth, and a high

2 cost of borrowing.

3 To increase liquidity, Intrum publicly announced in

4 January 2024 that it would sell a major portfolio of assets and

5 use those proceeds to reduce debt. Markets reacted negatively,

6 and Intrum's share price dropped significantly. Credit

7 agencies downgraded Intrum and its affiliates, and Intrum's

8 outstanding debt instruments began trading at a discount.

9 According to Intrum's CEO, Mr. Rubio, who testified

10 in court, some series of debt was trading as low as into the

11 50s. Following the market reaction, Rubio testified Intrum

12 believed it needed to restructure its debt to meet all of its

13 long-term obligations. With cash on hand, it could likely

14 satisfy an early 2025 maturity.

15 The debt held by the objecting ad hoc group here, but

16 without significant market access, it was not going to meet

17 maturity in 2026 and after. The company wanted to amend and

18 extend its debt, but with its debt rated at single C and its

19 debt trading at meaningful discounts, and equity having come

20 down significantly, Rubio said the company effectively had no

21 market access.

22 The company hired restructuring professionals to

23 engage its lenders. Two groups formed. The first group was

24 the ad hoc group who holds 2025 debt. A second group, who now

25 supports the plan before the Court, holds some of the 2025 and

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1 most of all of the '26, '27, and '28 debt.

2 The 2025 ad hoc group's proposal was for Intrum to

3 take its outstanding unsecured debt and 100 cents on the

4 dollar, agree to an uptier transaction, give them security

5 interests, and extend maturities on better terms. An uptier is

6 a transaction where borrowers access new capital by amending

7 their existing debt documents to permit what is often senior or

8 superpriority debt. This proposal presumes that after the

9 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 a

12 discount.

13 This Court and this district have extensive

14 experience with uptiers and the potential litigation that comes

15 along with them, especially those that aren't done on a pro

16 rata basis.

17 The second group offered what is essentially the plan

18 before the Court, taking all the unsecured creditors, the '25,

19 '26, '27, '28 notes, putting them in a single class in the

20 plan, exchanging the debt for notes that mature in '27, '28,

21 '29, and '30, essentially pushing out two years at a 10 percent

22 discount. In return, Intrum would issue 10 percent of its

23 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 to

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1 go into the market and repurchase any notes trading at a

2 discount to further enhance deleveraging. Rubio and Intrum's

3 board chair, Mr. Lindquist, said Intrum eventually chose the

4 second option. Rubio testified it provided near-term

5 deleveraging and right-sized the company's overall projected

6 debt maturity problem.

7 Intrum eventually entered into a lock-up agreement

8 with note holders from the proposed proposal group Intrum

9 accepted. Intrum amended the lock-up agreement in August of

10 2024 after reaching agreement with a group of lendings holding

11 the majority of the revolver debt.

12 In October of 2024, Intrum AB of Texas LLC, a wholly13

owned subsidiary of Intrum, was created under Texas law. The

14 lock-up agreement established the debtors' restructuring. The

15 lock-up agreement in the debtors' Chapter 11 plan proposes to

16 extend the revolver maturity date to 2028, reducing the

17 revolver to about 1.16 billion, reinstates repayment of the

18 senior secured loan, exchanges all existing unsecured notes

19 into second lien exchange notes at a 10 percent discount to

20 face value with new maturity dates proportionally from '27 to

21 2030, over 550 million in new money coming in as a 1.5 lien for

22 discounted buybacks, payment in full of all general unsecured

23 claims, and two classes were entitled to vote on the plan. The

24 revolver claims and the note claims.

25 The plan treatment for all notes is the same under

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1 the plan. Any difference in the payment on the ultimate claims

2 amount is based on the terms of a particular debt instrument.

3 The plan also contemplates that following confirmation of the

4 plan, the debtors would start a proceeding in January that will

5 allow for implementation of the plan around Intrum in Sweden

6 through a Swedish company reorganization under the Swedish

7 Company Reorganization Act. Swedish court would determine its

8 own date for Intrum and the affected parties in any voting on a

9 Swedish reorganization plan.

10 In October of 2024, Intrum announced that in November

11 of 2024 there would be a meeting. It would amend the terms of

12 the notes and add Intrum Texas as a guarantor for the relevant

13 notes. It was also announced that Intrum would seek to start a

14 Chapter 11 bankruptcy case in Texas. This meeting occurred in

15 November and before the cases started, Intrum Texas was added

16 as a guarantor.

17 The pre-petition solicitation of votes on the Chapter

18 11 plan yielded great support. Lenders holding 100 percent by

19 amount of voting claims under the revolver and holders of about

20 82 percent by amount of voting claims under the notes voted to

21 accept the plan.

22 So the plan enjoys the overwhelming support of every

23 voting class in addition to the secured lenders and its largest

24 unsecured creditor.

25 Around this time, the ad hoc 2025 note holder group,

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1 whose proposal was not accepted by Intrum, started litigation

2 in Sweden seeking a declaratory judgment that amendments adding

3 Intrum Texas as a guarantor were invalid. November 2024, the

4 debtors started these Chapter 11 cases.

5 As of the petition date, Intrum Texas is a guarantor

6 under the revolver of the senior debt and the senior unsecured

7 notes. As of the petition date, the principal balance is owed

8 by Intrum under debt instruments were a little over a billion

9 under the revolver, 95 million under the senior secured term

10 loan, about 3.45 billion under the unsecured notes. That

11 brings interim's total indebtedness to about 4.6 billion. And

12 3.3 billion of that debt was scheduled to mature in 2025 and

13 2026.

14 The Court held combined hearings about the adequacy

15 of the disclosure statement, plan confirmation, and the motion

16 to dismiss on December 17th and December 19th. I'm going to

17 start with the motion to dismiss.

18 The ad hoc group seeks dismissal for three primary

19 reasons. First, it argues the debtors are not suffering

20 apparent financial distress, let alone immediate financial

21 distress that would support the finding of good faith. The ad

22 hoc group's focus on the financial distress requirement

23 primarily comes from the 2023 Third Circuit decision in LTL

24 Management, 64 F.4th 84 (3d Cir. 2023).

25 In that case, the Third Circuit held that a debtor

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1 who does not suffer from apparent immediate financial distress

2 cannot demonstrate its Chapter 11 petition serves a valid

3 bankruptcy purpose supporting good faith. The ad hoc group

4 relies also on a series of insolvency reports Intrum had

5 prepared to comply with Swedish law. These reports show that

6 Intrum could pay debts for the next 18 months, which means that

7 the ad hoc 2025 notes could be paid in full.

8 The ad hoc group also relies on Intrum public

9 statements to the market that its proposed Chapter 11 case was

10 not associated with insolvency or liquidation and that in

11 October 2024, Intrum was saying that it was not currently

12 experiencing any liquidity constraints or breach in any

13 financial covenants under its current debt obligations.

14 Second, the ad hoc group emphasizes that Intrum AB is

15 domiciled in Sweden and has no operations, hard assets, or

16 employees in the United States and that it created Intrum Texas

17 before the filing for the purposes of depositing funds in a

18 U.S. bank to quote, unquote, "manufacture U.S. venue and

19 jurisdiction." That Intrum Texas itself has no hard assets,

20 employees, or operations to reorganize.

21 The ad hoc group believes this alone proves these

22 Chapter 11 cases further no valid bankruptcy purpose and should

23 be dismissed.

24 Third, international comedy considerations may

25 warrant favor of dismissal according to the 2025 ad hoc group.

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1 For this argument, the ad hoc group focuses on cases like In

2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which

3 was actually decided in this very courtroom, where a bankruptcy

4 judge in this district considered concepts of international

5 comedy in determining that cause existed for dismissal under

6 Section 1112.

7 The ad hoc group also claims that Intrum's plan could

8 not be confirmed under Swedish law and that a condition

9 precedent to the plan going effective is a Swedish court

10 approving the Swedish reorganization plan on a final basis.

11 The ad hoc group believes that this Court is being asked to

12 provide an advisory opinion on a restructuring that must be

13 approved in Sweden, which has no international agreement to

14 honor any order of this Court.

15 The debtors and its -- the debtors vigorously

16 disagree, and the supporting lender groups who voted in favor

17 of the plan also disagree that this case should be dismissed

18 and believe that these cases were filed in good faith.

19 Interpreting the Bankruptcy -- the Code, interpreting

20 the Bankruptcy Code begins with analyzing the text, Whitlock v.

21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it

22 said, in matters of statutory interpretation, text is always

23 the alpha.

24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,

25 pincite 183 (2004), quote, "The preeminent canon of statutory

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1 interpretation requires the Court to presume that the

2 legislature says in a statute what it means and means in a

3 statute what it says there."

4 Section 1112(b) requires a bankruptcy court to

5 convert a Chapter 11 case to one under Chapter 7 or to dismiss

6 the case, whichever is in the best interest of creditors and

7 the estate for cause, unless the Court determines that

8 appointment of a trustee or an examiner under 1104(a) is in the

9 best interest of creditors and the estate. The Bankruptcy Code

10 provides a non-exclusive list of about 16 examples that

11 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 be

14 construed as limiting.

15 Sio while the examples of cause in 1112(b) are non16

exclusive, we do learn something from them. They all refer to

17 post-petition acts, failures to act, or events that occur after

18 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 maintain

22 insurance that poses a risk to the estate, unauthorized use of

23 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 reporting

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1 requirement established by Title 11 or any bankruptcy rule,

2 failure to attend a 341 meeting of creditors, failure to pay

3 taxes owed after the petition date.

4 Prepetition bad acts, bad actors, or poor managers

5 are expressly addressed in a different part of Section 1112

6 where the Court can order the appointment of a trustee with

7 oversight over the estate, convert the case, or appoint an

8 examiner to investigate prepetition acts that may have harmed

9 the estate.

10 All of this makes sense when considered as a whole

11 because the Court can only dismiss a case for cause if it's in

12 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) provides

15 guidance. That decision says the term cause affords

16 flexibility to bankruptcy courts to find that the debtors

17 filing for relief was not in good faith

18 This point was also reiterated in In re Humble Place

19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also

20 instructs that considering the good faith of a filing requires

21 a, quote, "On the spot evaluation of the debtors financial

22 condition, motives, and the local financial realities."

23 Little Creek was a single asset real estate, so all

24 the specific factors listed in that case don't exactly fit

25 every fact pattern. But I don't think one should focus too

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1 much on Little Creek as a single asset real estate case.

2 The Fifth Circuit's guidance was to conduct an on3

the-spot evaluation. Heeding that guidance, a court should

4 rule based upon all the circumstances before it and determine

5 whether a debtor filed to pursue a valid bankruptcy purpose. I

6 use bankruptcy purpose and not reorganization purpose

7 intentionally because not every Chapter 11 debtor

8 rehabilitates. Many liquidate. Chapter 11 expressly permits a

9 debtor to file a liquidating plan.

10 The Fifth Circuit in Little Creek noted that every

11 bankruptcy statute since 1898 has incorporated or by judicial

12 interpretation, a standard of good faith for the commencement,

13 prosecution, and confirmation of bankruptcy proceedings.

14 And historically, that's true. For example, before

15 the enactment of the Bankruptcy Code, Section 141 of the

16 Bankruptcy Act required a judge to enter an order approving a

17 petition if the judge was satisfied the case was filed in good

18 faith or to dismiss the case if not so satisfied. Thus, early

19 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 the

21 act provided a non-limiting list of examples of what were

22 deemed not good faith filings.\

23 For example, that it was unreasonable to expect that

24 a plan of reorganization could be affected was deemed a not

25 good faith filing.

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1 Section 1112 of the Bankruptcy Code changed the

2 timing in how the challenge to a lack of good faith filing can

3 be raised. It's no longer an initial judicial assessment in

4 order to administer the estate. A Chapter 11 petition filing

5 is all Congress says it takes to create and enjoy the

6 protection of the automatic stay.

7 And because an estate is created, the Bankruptcy Code

8 says a judge can only dismiss for cause upon consideration of

9 the estate and creditors. There are steps and findings

10 required before dismissal.

11 Bankruptcy judges, however, continue to play an

12 important role. Bankruptcy courts retained authority to

13 dismiss cases under Section 1112. Does the fact that Section

14 1112(b)(4)'s examples of cause are all post-petition mean that

15 a court should not consider prepetition acts in a cause

16 analysis at all? Of course not. Right? The opposite is true.

17 The Fifth Circuit recognized that the good faith

18 standards prevent abuse by debtors, quote, "whose overriding

19 motive is to delay creditors without benefiting them in any way

20 or to achieve reprehensible purposes," end quote. And

21 determine that a lack of good faith constitutes cause under

22 Section 1112(b). That's the pincites around 1071.

23 Little Creek also says a good faith standard protects

24 the jurisdictional integrity of the bankruptcy courts by

25 rendering their powerful equitable weapons available only to

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1 those debtors and creditors with, quote, "clean hands."

2 So any analysis of good faith requires an on-the-spot

3 analysis to consider the reasons for filing and the actions

4 taken in the case. For example, a company that files a Chapter

5 11 only to avoid paying creditors and has no prospects of

6 proposing a viable Chapter 11 plan is a prime candidate for

7 potential dismissal. Prepetition acts must be considered along

8 with post-petition acts. Again, the focus is on the interest

9 of the estate and creditors.

10 And an on-the-spot analysis also allows a potentially

11 unpopular debtor in the marketplace who, for example, may have

12 had to close many of its locations a chance to prove its

13 motives are right to right-size a business or maximize value

14 for its creditors.

15 I should also note that the U.S. Supreme Court has

16 said that, quote, "Preserving going concerns and maximizing

17 property available to satisfy creditors are valid bankruptcy

18 purposes." That's the famous 203 North LaSalle decision, 526

19 U.S. 434 pincite 453 (1999). And I agree with other courts

20 that a good faith debtor who tries to preserve or create some

21 value using the tools of bankruptcy is a good faith debtor.

22 And it's not bad faith to use the tools of bankruptcy

23 afforded by Congress in bankruptcy.

24 The ad hoc group wants the Court to dismiss the case

25 because there's no financial distress. And in LTL, the Third

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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 no

4 reason for Chapter 11 and no valid bankruptcy purpose.

5 As stated earlier, the ad hoc group relies on the

6 solvency analysis Intrum had prepared to show that it could pay

7 its debts for 18 months. That means it could have paid off the

8 2025 notes in full and theoretically remained solvent.

9 The ad hoc group also points to contemporaneous

10 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 a

13 requirement to be a debtor under the Bankruptcy Code. LTL and

14 many cases around the country note that. But here's some

15 additional textual and historical analysis to confirm it.

16 Before the enactment of the Bankruptcy Code, an

17 essential part of what was every Chapter X or Chapter 10

18 petition, which was the reorganization for corporate entities,

19 there was a Chapter 11 as well, but I'm going to focus on

20 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 X

23 petition to state that. The corporation was insolvent or

24 unable to pay its debts as they mature.

25 Section 1, Subsection 19 of the act defined

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1 insolvency. A person was deemed insolvent within the

2 provisions of the title whenever the aggregate of property

3 shall not, at a fair valuation, be sufficient in an amount to

4 pay debts. The insolvency or unable to pay debts in the

5 ordinary course requirement was not included in the enactment

6 of the Bankruptcy Code. The current bankruptcy petition asks

7 no such questions anymore.

8 There's no language requiring insolvency in Section

9 109 of the Bankruptcy Code. I would also note that even the

10 most recent edition of Subchapter 5 didn't require insolvency.

11 It instead requires debtors to be engaged in commercial or

12 business activities.

13 Second, the express financial distress standard in

14 LTL is not binding on this Court, but I think it could be a

15 factor as part of the Little Creek on-the-spot evaluation. And

16 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 the

19 financial condition Intrum was in after the downgrades. The

20 company believed it needed to restructure all of its debts to

21 meet all of its long-term obligations. With cash on hand, it

22 could likely satisfy an early 2025 maturity that held by the ad

23 hoc group, but that without any significant market access, it

24 was not going to meet all of its maturities in 2026 and after.

25 The company wanted to amend and extend its capital

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1 structure, but with single -- but excuse me. With debt rate at

2 single C, debt trading at meaningful discounts, and equity

3 having come down 80 percent, Rubio said the company effectively

4 had no market access. That's the company's motive, and filing

5 was not to harm the 2025 note holders or some other bad faith

6 motive.

7 I also note that a company doesn't need to become

8 insolvent or enter the zone of insolvency by paying off some

9 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 with

12 lenders, wait till the last minute and not pay, and then file,

13 or wait until debt is accelerated and then file Chapter 11, and

14 then have to worry about contested use of cash collateral or

15 financing for its case?

16 If the runway of financial trouble is clear, then

17 it's not bad faith or cause to dismiss these cases. The CEO's

18 testimony was credible that while the company may have been

19 solvent, paying the 2025 notes would not have solved its other

20 problems in 2026 and beyond. It was already struggling to gain

21 access to the credit markets.

22 One also cannot look that there were billions coming

23 due in 2026. The 2026 maturity was significant. It was over

24 $2 billion.

25 The company had every right to consider its long-term

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1 viability and employees, right, and we're not talking about,

2 you know, debt that's coming online in, you know, five to ten

3 years. We're talking 2026. Financial distress isn't an

4 absolute gatekeeper.

5 Even still, LTL is different than this case. The LTL

6 court found in its filing, LTL didn't have any likely need in

7 the present or the near term or even in the long term to

8 exhaust its funding rights to pay claimants. The Third Circuit

9 also said it would be unwise to attempt a tidy definition of

10 financial distress justifying in all cases.

11 Let's not over -- also overlook that these cases have

12 massive creditor support. All right. Over 2 billion of

13 noteholder claims voted to accept the plan. Coupled with the

14 RCF claims, that's over 3 -- about 3.5 billion voting to

15 accept. That's not even getting to the Court to consider the

16 likelihood of a plan being confirmed before dismissal if it's

17 in the best interest of the estate and creditors.

18 Remember, the focus of Section 1112 is on the estate

19 and creditors. In these cases, I do find there was current

20 financial distress in the market and further distress, and it

21 was foreseeable on the horizon.

22 The company faced choosing an uptier and potentially

23 upsetting most debt holders or seek a restructuring that amends

24 and extends all its maturities by several years, which I find

25 is another important point. They didn't try to stretch anyone

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1 out 10 to 15 years unnecessarily, for example. The debtors

2 have also acted in good faith in their requirements as Chapter

3 11 debtors during these cases and have not sought delay in

4 these cases.

5 The debtors have not acted throughout these cases

6 with any improper motives based upon the record before me as it

7 relates to the company trying to reorganize in Chapter 11 or to

8 restructure for bad faith reasons. There were valid bankruptcy

9 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 or

13 employees in the United States. Intrum Texas was formed

14 shortly before the case was filed as a limited liability

15 company. Intrum Texas guaranteed the Intrum debt before the

16 filing. Intrum Texas had an office that no one had gone to and

17 no employees. Intrum Texas deposited about $50,000 into a

18 Texas account to help bolster jurisdiction.

19 The ad hoc group also argues that no immediate

20 financial distress coupled with little to no U.S. ties makes

21 this case different than other cases where foreign entities

22 have started bankruptcy cases with an intent to file a foreign

23 case later.

24 Again, I'll start with the text of the Code. Section

25 109 (a) of the Bankruptcy Code says who may be a Chapter 11

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1 debtor. It says a person who resides or has a domicile or

2 place of business or property in the United States may be a

3 debtor.

4 The term person is defined to include corporate

5 entities like Intrum Texas, which no one can test as a validly

6 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 this

9 point. So Intrum Texas had the right to seek Chapter 11 relief

10 in the United States and in this district.

11 It also owns a bank account worth about $50,000. The

12 office is really more like a place to receive mail and serve

13 documents. Intrum Texas, on the petition date, is also a

14 guarantee on billions of debt.

15 Intrum AB also owns cash in a Texas bank account, has

16 retainers that were not fully expired before the petition date

17 with Texas Council, and its subsidiaries have about $1.8

18 million in accounts receivable that flow to it from

19 subsidiaries in the United States. Some of the debt is also

20 governed by U.S. law, which some courts have said meets their

21 property requirements for 109 purposes.

22 As each entity on its own satisfies Section 109 for

23 bankruptcy purposes, and Intrum Texas allows them to file in

24 this district.

25 These cases resemble another case recently filed in

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1 this district where a Swedish company seeks to reorganize under

2 U.S. law and then start a case under Swedish restructuring law.

3 Outside of this district, these are also similar cases to ones

4 like SAS, Philippine Airlines, and Arcapita Bank, to name a

5 few.

6 I also stress and disagree with the ad hoc group 2025

7 note holders based on the on-the-spot analysis and

8 consideration of the debtors' motives. I do find that there

9 was current financial distress and current need to file for

10 Chapter 11 bankruptcy.

11 There's nothing wrong with reaching agreement with a

12 majority of its lenders. And I do find that the board

13 carefully considered two proposals, and I see nothing in the

14 record before me that shows a proposal that satisfied all of

15 its long-term debts and mitigated litigation risk.

16 Now, based on the record before me, there's no bad

17 motive for trying to save a company through restructuring in

18 late 2024, going into 2025, and dealing with looming maturities

19 to try to avoid. And nothing here was intended, based upon the

20 record before me, to defraud or to intentionally design to harm

21 a particular creditor group. This was a good-faith filing.

22 If Intrum had filed a loan with no support, no real

23 reason to be here, then I think you look at the case

24 differently. But that's not the case that we have here. It's

25 hard to imagine a prepacked case with billions of dollars of

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1 secured and unsecured debt saying we support your decision to

2 file and where you will file and the timing of the filing and

3 agree to provide funding, and everyone will be treated equally

4 on account of their claims, and general unsecured creditors

5 will be paid in full and have that constitute cause as a bad6

faith filing.

7 Venue in this district is not at issue. It is being

8 in the U.S. The debtors filing their Chapter 11 plan,

9 supported by about 3.6 billion of about a little over 4 billion

10 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 the

13 reasons I stated earlier, based on the on-the-spot analysis.

14 Intrum's going to have to start a Swedish proceeding, and a

15 Swedish court will exercise its judgment on any important

16 matters before it.

17 The ad hoc group cited to Yukos. This case is not

18 like Yukos. Yukos' main asset was oil and gas that was

19 actually still in Russia. Now, Yukos -- like in the ground.

20 Yukos had disputes with the Russian Federation, filed a Chapter

21 11 petition asking the bankruptcy court to halt the Russian

22 government's tax collection actions and to obtain loans

23 superior to the Russian government's claims. Yukos also wanted

24 to serve Russian creditors by email and to compel the Russian

25 government to submit to international arbitration. All of that

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1 raised obvious questions about a bankruptcy court's

2 jurisdiction to force participation of the Russian government,

3 and there were natural international comedy considerations.

4 But comedy is a consideration, though. One cannot

5 overlook that Intrum is a Swedish company. Just like the Court

6 found in Avianca, I don't think it's warranted here to have

7 Intrum, you know, pause these proceedings and have Intrum start

8 a Swedish proceeding before seeking release here or suspending

9 these cases, especially on the record before this Court and the

10 positions taken by the overwhelming creditor's support.

11 I do note it is a conditioned proceeding of the

12 effective date of this chapter -- of a Chapter 11 plan here for

13 the Swedish reorganization plan to be confirmed. That's not

14 uncommon in these kind of cases. A Swedish court will make its

15 own determinations in the future. I have nothing to say about

16 that.

17 The effect of any confirmation order that I would

18 enter is limited to its words and will have the effect of law

19 that it has.

20 So let me turn now to disclosure statement and plain

21 confirmation issues.

22 No party really disputed the disclosure statement,

23 but I think the Court still has an independent duty to

24 determine that the disclosure statement satisfies the

25 applicable requirements of the Bankruptcy Code. I'm going to

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1 note that the disclosure statement and the related exhibits

2 contain sufficient information of the kind necessary to satisfy

3 the disclosure statement requirements. It contains adequate

4 information as such term as defined in Section 1125 of the

5 Code.

6 I'm going to find that the filing of the disclosure

7 statement satisfied Bankruptcy Rule 3016 and the injunction

8 released in the exculpation provisions in the plan and in the

9 disclosure statement were described in bold font with specific

10 and conspicuous language. In all, acts to be enjoined and

11 identity of entities that would be subject to an injunction by

12 this Court were in bold font and with conspicuous language, so

13 Bankruptcy Rule 3016(c) was satisfying.

14 I know the U.S.T. objects to language in one ballot

15 that could be read to bind someone who opted out of the

16 releases. To avoid any such confusion, the confirmation order

17 will need to state that any party who opted out of the third18

party releases in the plan is not bound by such releases.

19 The ad hoc group of 2025 note holders objected to

20 plan confirmation. They argued that the plan doesn't comply

21 with 1129(a)(1) and (a)(2) because the plan was not proposed in

22 good faith, provides for the payment of original issued

23 discount disallowed under Section 502(b), and impairs parties'

24 due process rights by enjoining challenges to the anticipated

25 Swedish restructuring.

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1 Note that Section -- Bankruptcy Code does require

2 that the plan be filed in good faith and not by any means

3 forbidden by law. Fifth Circuit has held that good faith

4 should be evaluated in light of the totality of the

5 circumstances surrounding establishment of the plan,

6 mindfulness of the purposes underlying the Code, and that

7 generally where a plan is proposed with a legitimate and honest

8 purpose to reorganize and has a reasonable hope of success, the

9 good faith requirement is satisfied. That's the famous Village

10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.

11 2013).

12 The good faith analysis here is about filing the

13 plan, which is different than the 1112(b) good faith analysis,

14 but you can see that the considerations, kind of the on-the15

spot evaluation, looking at all the circumstances that surround

16 either the filing of the case under 1112(b) and the

17 consideration of how the plan was filed, the considerations

18 that went into filing, the Fifth Circuit is consistent in how

19 it considers analyses for good faith and gives bankruptcy

20 courts and instructs bankruptcy courts to kind of consider

21 everything in light of a case.

22 The plan addressed Intrum's financial issues, which

23 were significant. Let's be honest about it. The debtors had

24 about 4.6 billion of funded debt obligations as of the petition

25 date. Again, over $3 billion was set to mature over the course

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1 of 2025 and 2026.

2 The plan maximizes the value for all stakeholders

3 through a deleveraging of the balance sheet and a

4 reorganization of their capital structure, allows debtors to

5 pay their debts when they become due, and is a step towards

6 renewed access to the capital markets.

7 And again, all note holders are being treated under

8 the plan on a pari passu basis. So based upon the entire

9 record before the Court, there's little doubt that this plan

10 was proposed in good faith for an honest purpose to reorganize

11 and has reasonable hope of success.

12 The original issue discount objection is not really a

13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide

14 respectively that a plan and the plan proponent must comply

15 with the applicable provisions of the Code and applicable law.

16 Section 502(b)(2) of the Code governs allowances of claims and

17 interests.

18 And I need to determine whether certain amounts of

19 the notes claims are allegedly arising from OID should be

20 disallowed or allowed today. That's because no holder of notes

21 is receiving more than the allow amount of its claim. All

22 holders of its allowable claim, I should say. That's because

23 no holder of notes is receiving more than its allowable claim.

24 They're receiving about 90 percent of the value of their

25 claims.

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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 -- is

5 because this plan approves a global settlement. It's really

6 just about getting to the number, and that number is below the

7 full value of the potential debt claims. The ad hoc group

8 objects, but it's benefiting from the economics of the

9 settlement. It will receive interest on its notes, and it's

10 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 of

15 the settlement, and the settlement can be, and the Bankruptcy

16 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 each

19 claim or interest of a particular class unless the holder of a

20 particular claim agrees to less favorable treatment.

21 Now, the equality addressed by 1123(a)(4) extends

22 only to the treatment of the members of the same class of

23 claims, not to the plan's overall treatment of the creditors

24 holding those claims. Creditors shouldn't confuse similar

25 treatment of claims with equal treatment of claims.

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1 Parties can receive the same distribution in a class,

2 but then a subset of those creditors can receive other forms of

3 compensation for matters unrelated to their plan, assuming

4 there's a justification for it, right? Or there may be

5 differences in the debt instruments within the proper class of

6 claimants, like you have here, different issuances of notes.

7 So allowances of what can be considered OID and the

8 payment of certain fees to supporting creditors doesn't violate

9 the equal treatment principle set forth in 1123(a)(4). That

10 one set of note holders has different contractual entitlements

11 to another so it doesn't render a plan unconfirmable.

12 To the extent that there is OID, it's also allowable

13 under the plan as part of the global settlement, right? The

14 lockup agreement is also assumed, so the consent fees, which

15 were offered and available to the ad hoc group prepetition, you

16 know, can be approved and paid on those terms, right? These

17 fees are not being paid on account of the claim. There's other

18 consideration going on there.

19 I would say that it appeared to the Court that

20 certain -- at least the ad hoc group believed that they may be

21 entitled to some OID. And I think if they think they should,

22 then -- and I think I can review note agreement language and

23 determine if they're entitled to it, but I don't think that's a

24 bar to plan confirmation, right? Under the plan, again, all

25 notes claims are subject to the same treatment and any

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1 disparity of payment is based on the debt term documents. It's

2 not caused by the plan.

3 Finally, the injunction provisions, I think, are

4 customary and appropriate. I don't think they preclude parties

5 from raising issues of Swedish law. The confirmation does

6 contain a number of findings and provisions authorizing the

7 debtors to implement the plan.

8 I think the injunction really just reiterates kind of

9 keeping everything in place until the effective date of the

10 plan, and again, that's really largely dependent upon factors

11 that are outside of this Court. But nothing in the plan

12 prevents the ad hoc group or others from, I think they have

13 rights under Swedish law.

14 Let me finally turn to the Office of the United

15 States Trustee's objection on releases. It's kind of a common

16 objection now here in the Office of the United States Trustee

17 for around the country.

18 Based upon the Supreme Court's recent decision in the

19 Purdue Pharma case that resolved a circuit split about non20

consensual third-party releases in Chapter 11 plans, the

21 Supreme Court held that the Bankruptcy Code didn't authorize a

22 release, an injunction that is part of a plan of reorganization

23 under Chapter 11 effectively sought to discharge claims against

24 a non-debtor without the consent of affected claimants. The

25 Office of the United States Trustee is a party that has

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1 statutory rights to appear and be heard on any matter.

2 In this case, they can continue to raise this

3 objection. I've got no issues with it. I think we have, quite

4 frankly, some of the best United States Trustees in the United

5 States. They're some of the hardest-working ones, too. A lot

6 of cases get filed in this district, which requires that the

7 Office of the United States Trustee works late. They work on

8 weekends. And they have every right to fulfill what they

9 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 Diamond

12 Sports confirmation hearing, and I also ruled in Robertshaw,

13 that, you know, Purdue decision was about non-consensual third14

party releases. Justice Gorsuch also clarified that nothing

15 should cast doubt on consensual ones, and nothing is construed

16 to question consensual third-party releases there. And I read

17 those words literally.

18 The Supreme Court, I'm not here to expand or narrow

19 the scope of the Supreme Court's holding. And I do find that

20 the consensual releases in the plan satisfy applicable law and

21 the procedure for complex cases in the Southern District of

22 Texas. Parties were provided detailed notice about the plan,

23 the deadline to object to the plan confirmation, the voting

24 deadline, the opportunity to opt out of the releases. They

25 were made in conspicuous language.

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1 The disclosure statement included a detailed

2 description about the third-party releases, which were

3 consensual, and the opt-out. The ballots allowed parties to

4 carefully review those terms. Intrum also caused the third5

party release language to be published.

6 So based upon the record, the release is specific

7 enough to put releasing parties about notice about the types of

8 claims released and that the opt-out worked. There's no

9 evidence in the record of coercion or confusion by parties. I

10 also think that their consensual third-party releases were

11 narrowly tailored to this case. They really related to, among

12 other things, the debtors in their Chapter 11 cases, their

13 estates.

14 And there's a carve-out for actual fraud, willful

15 misconduct, or gross negligence. So you know, any bad acts are

16 not being released here.

17 And I do know, and I think it's an important one, one

18 that you don't often see, and you see it because it's a

19 prepack. General unsecured creditors are paid in full, and

20 they're not subject to the consensual third-party releases

21 here. So concerns about the opt-out and potential unfisticated

22 parties receiving it, really not an issue here.

23 The ad hoc group of 2025 note-holders is led by some

24 of the best lawyers in America. They have the opportunity to

25 opt-out, and based upon the voting record, it appears they did

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1 just that.

2 I would also note that there's unrefuted evidence

3 that the third-party release was an integral part of the plan

4 and a condition of the settlement set forth in the plan, and

5 they were a core consideration, right, among the parties to

6 their agreements and the lock-up and instrumental in the

7 development of that.

8 And they were instrumental in facilitating and

9 gaining support for the plan. and the Chapter 11 cases. I'd

10 note that the plan satisfies every other applicable code

11 section under 1123 and 1129 and every other applicable plan

12 confirmation-related section of the Code.

13 I'd also note that the debtors, the professionals

14 that have appeared before me, the actions of the board based

15 upon the record before me, and every party who has appeared

16 before me, and I also include the ad hoc group of 2025 note17

holders, there was the unsecured creditors and the note-holder

18 groups who supported the plan as well. I'm thinking about and

19 looking out and seeing a couple of them here today. Everybody

20 acted in good faith throughout the case, and they're entitled

21 to those findings from me.

22 I also find that based upon the record before me that

23 the parties involved in the solicitation of the plan are

24 entitled to the protections under Section 1125(e) of the

25 Bankruptcy Code. So I'm going to affirm and confirm the

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1 Chapter 11 plan of Intrum. I'm going to overrule and deny the

2 motion to dismiss. I'm going to overrule all the plan

3 confirmation objections.

4 I'm just going to -- to the proposed confirmation

5 order that was on file, I'm going to add a sentence. I did it

6 in Robertshaw, too, that kind of added, kind of for the reasons

7 as well stated today on the record, and then also kind of the

8 language that I know that the Office of the United States

9 Trustee was looking for. It's a sentence that we added in the

10 Robertshaw confirmation order that just confirms that

11 notwithstanding anything to the contrary, anybody who opted out

12 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 times

16 everywhere else. I wish everyone a happy New Year, and I thank

17 everyone for the excellence that was just throughout the entire

18 process.

19 I know I tell parties I try to get them something by

20 the -- before then, but I really wanted to take the weekend to

21 really kind of help crystallize and articulate some of the

22 analysis, and I wanted to go back and do some additional

23 studying and read cases and not rush it.

24 It's an important case to many people for different

25 reasons, and I wanted to make sure that -- I, you know, if I

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1 wanted to take the time to read and think more, that I took

2 every liberty to do so, and I'm comfortable with the Court's

3 decision. So I thank everyone. Have a good day.

4 We're adjourned.

5 (Proceedings concluded at 11:56 a.m.)

6 * * * * *

7

8

9

10

11

12

13

14

15 C E R T I F I C A T I O N

16

17 I, Heidi Jolliff, court-approved transcriber, hereby

18 certify that the foregoing is a correct transcript from the

19 official electronic sound recording of the proceedings in the

20 above-entitled matter.

21

22

23 ____________________________

24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 2025

25 ACCESS TRANSCRIPTS, LLC

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