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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

)

In re: ) Chapter 11

)

APC AUTOMOTIVE TECHNOLOGIES

INTERMEDIATE HOLDINGS, LLC,

et al.,1

)

)

)

Case No. 20-11466 (CSS)

)

Debtors. ) (Jointly Administered)

)

ORDER (I) APPROVING THE FIRST

AMENDED DISCLOSURE STATEMENT

AND CONFIRMING THE FIRST AMENDED JOINT

PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF

APC AUTOMOTIVE TECHNOLOGIES INTERMEDIATE HOLDINGS,

LLC AND ITS DEBTOR AFFILIATES AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

having:

a. distributed, on or about May 31, 2020: (i) the Joint Prepackaged Chapter 11 Plan

of Reorganization of APC Automotive Technologies Intermediate Holdings, LLC

and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as the

same may have been modified, supplemented, and amended, the “Plan”);2 (ii) the

Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization

of APC Automotive Technologies Intermediate Holdings, LLC and Its Debtor

Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as the same may have

been modified, supplemented, and amended, the “Disclosure Statement”);3 and

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: APC Automotive Technologies Intermediate Holdings, LLC (0991); Airtek, LLC (1239); AP

Emissions Technologies, LLC (8219); AP Exhaust Products Disc, Inc. (0288); APC Automotive Technologies,

LLC (6651); Aristo, LLC (4541); CWD Acquisition, LLC (4286); CWD Holding Corp. (7381); CWD

Intermediate Corp. (7285); CWD, LLC (5832); Eastern Manufacturing, LLC (2410); Qualis Automotive, L.L.C.

(7291); and Qualis Enterprises, Inc. (6610). The Debtors’ service address is: 10822 West Toller Drive, Suite

370, Littleton, Colorado 80127.

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

3 On June 3, 2020, the Debtors filed the First Amended Disclosure Statement for the Joint Prepackaged Chapter

11 Plan of Reorganization of APC Automotive Technologies Intermediate Holdings, LLC and Its Debtor Affiliates

Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 25] (the “First Amended Disclosure Statement”).

Case 20-11466-CSS Doc 178 Filed 07/10/20 of 18

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(iii) Notice of (I) Commencement of Prepackaged Chapter 11 Bankruptcy,

(II) Combined Hearing on the Disclosure Statement, Confirmation of the Joint

Prepackaged Chapter 11 Plan, and (III) Related Objection and Briefing Deadlines

(the “Combined Hearing Notice”), which provided a summary of the Plan;

b. posted, on May 31, 2020, the Plan and Disclosure Statement on the lenders’ data

site;

c. solicited, beginning on or about May 31, 2020 through June 24, 2020, including the

Plan, Disclosure Statement, and Ballot for voting on the Plan to those Holders of

Claims entitled to vote on the Plan in accordance with the terms of chapter 11 of

the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of the United

States Bankruptcy Court for the District of Delaware;

d. commenced, on June 3, 2020 (the “Petition Date”), the Chapter 11 Cases by filing

voluntary petitions for relief under chapter 11 of the Bankruptcy Code;

e. filed, on the Petition Date: (i) the Plan [Docket No. 23]; (ii) the Disclosure

Statement [Docket No. 24]; (iii) the First Amended Disclosure Statement

[Docket No. 25]; and (iv) Debtors’ Motion for Entry of an Order (I) Scheduling a

Combined Disclosure Statement Approval and Plan Confirmation Hearing,

(II) Approving the Solicitation Procedures and Dates, Deadline, and Notices

Related Thereto, (III) Directing that a Meeting of Creditors Not Be Convened, and

(IV) Waiving the Requirements to File the Statements of Financial Affairs and

Schedules of Assets and Liabilities [Docket No. 15]

(the “Combined Hearing Motion”);

f. filed, on the Petition Date, the Stretto Solicitation Affidavit [Docket No. 21]

(the “Solicitation Affidavit”);

g. posted, on the Petition Date, the Debtors’ first day motions, Plan, First Amended

Disclosure Statement, and Ballot on the Stretto4 public website;

h. published, on June 8, 2020, in The New York Times, notice of the date and time set

for the hearing to consider approval of the Disclosure Statement and confirmation

of the Plan (the “Combined Hearing”), as evidenced by the Certification of

Publication of Combined Hearing Notice (the “Publication Notice”) filed on June

8, 2020;

i. filed, on June 8, 2020, the Affidavit of Service with respect to notice of the

Combined Hearing (the “Combined Hearing Notice Affidavit,” and, together with

the Publication Notice and the Solicitation Affidavit, the “Affidavits”);

j. filed, on June 22, 2020, the Plan Supplement for the Joint Prepackaged Chapter 11

Plan of Reorganization of APC Automotive Technologies Intermediate Holdings,

4 The Debtors’ notice and claims agent is Bankruptcy Management Solutions, Inc. d/b/a Stretto (“Stretto”).


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LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code

(as the same may have been modified, supplemented, and amended,

the “Initial Plan Supplement”);

k. posted, on June 22, 2020, the Initial Plan Supplement on the Stretto public website;

l. distributed, beginning on June 22, 2020, the Notice of Filing of Plan Supplement

for the Joint Prepackaged Chapter 11 Plan of Reorganization of APC Automotive

Technologies Intermediate Holdings, LLC and its Debtor Affiliates Pursuant to

Chapter 11 of the Bankruptcy Code and the Initial Plan Supplement;

m. filed, on June 25, 2020, the Declaration of Leticia Sanchez on behalf of Stretto

Regarding Solicitation of Votes and Tabulation of Ballots Accepting and Rejecting

the Joint Prepackaged Chapter 11 Plan of Reorganization of APC Automotive

Technologies Intermediate Holdings, LLC and its Debtor Affiliates Pursuant to

Chapter 11 of the Bankruptcy Code, which detailed the results of the Plan voting

process;

n. filed, contemporaneously herewith: (i) the First Amended Joint Prepackaged

Chapter 11 Plan of Reorganization of APC Automotive Technologies Intermediate

Holdings, LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy

Code (the “First Amended Plan”)5 [Docket No. 165]; (ii) the First Amended Plan

Supplement for the Joint Prepackaged Chapter 11 Plan of Reorganization of APC

Automotive Technologies Intermediate Holdings, LLC and its Debtor Affiliates (the

“First Amended Plan Supplement” and together with the Initial Plan Supplement,

the “Plan Supplement”) [Docket No. 167]; and (iii) the Amended Declaration of

Leticia Sanchez on behalf of Stretto Regarding Solicitation of Votes and Tabulation

of Ballots Accepting and Rejecting the Joint Prepackaged Chapter 11 Plan of

Reorganization of APC Automotive Technologies Intermediate Holdings, LLC and

its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code

(the “Voting Report”) [Docket No. 166], which outlines the Plan voting results in

more detail;

o. filed, contemporaneously herewith: (i) the Debtors’ Memorandum of Law in

Support of an Order Approving the Debtors’ Disclosure Statement for, and

Confirming, the Joint Prepackaged Chapter 11 Plan of Reorganization of APC

Automotive Technologies Intermediate Holdings, LLC and its Debtor Affiliates

[Docket No. 168] (the “Confirmation Brief”); (ii) the Declaration of Marc

Weinsweig, in Support of Confirmation of the Joint Prepackaged Chapter 11 Plan

of Reorganization of APC Automotive Technologies Intermediate Holdings, LLC

and its Debtor Affiliates [Docket No. 169] (the “Weinsweig Declaration”); and

(iii) the Declaration of Jeffrey Finger in Support of Confirmation of the Joint

Prepackaged Chapter 11 Plan of Reorganization of APC Automotive Technologies

5 All references to the Plan from hereon refer to the First Amended Plan.


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Intermediate Holdings, LLC and Its Debtor Affiliates [Docket No. 170]

(the “Finger Declaration”); and

p. operated their businesses and managed their properties during the Chapter 11 Cases

as debtors in possession pursuant to section 1107(a) and 1108 of the

Bankruptcy Code.

The Bankruptcy Court having:

q. reviewed the solicitation procedures regarding votes to accept or reject the Plan

(the “Solicitation Procedures”);

r. reviewed the Plan, First Amended Disclosure Statement, the Plan Supplement, the

Confirmation Brief, the Weinsweig Declaration, the Finger Declaration, the Voting

Report, and all other filed pleadings, exhibits, statements, affidavits, declarations,

and comments regarding Confirmation of the Plan, including all objections,

statements, and reservations of rights made with respect thereto;

s. reviewed the discharge, compromises, settlements, releases, exculpations, and

injunctions set forth in Article IX of the Plan;

t. held the Combined Hearing on July 10, 2020, at 2:00 p.m., prevailing Eastern Time

pursuant to Bankruptcy Rules 3017 and 3018 and sections 1126, 1128, and 1129 of

the Bankruptcy Code;

u. heard the statements, arguments, and objections made by counsel in respect of

Confirmation of the Plan;

v. overruled any and all objections to the Plan and Confirmation thereof and all

statements and reservations of rights not consensually resolved or withdrawn unless

otherwise indicated; and

w. taken judicial notice of the papers and pleadings filed and all orders entered in the

Chapter 11 Cases.


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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 approval of the Disclosure

Statement and Confirmation have been adequate and appropriate as to all Entities 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 Confirmation and presented at the Combined Hearing

establish just cause for the relief granted herein; and upon the record of the Combined Hearing and

the representations made thereat; and after due deliberation thereon and good cause appearing

therefor, the Bankruptcy Court hereby makes and issues the following findings of fact, conclusions

of law and orders:

IT IS DETERMINED, FOUND, ADJUDGED, DECREED AND ORDERED THAT:

I. Jurisdiction and Venue

1. Venue in the Bankruptcy Court was proper as of the Petition Date pursuant to

28 U.S.C. §§ 1408 and 1409 and continues to be proper during the Chapter 11 Cases. Approval

of the Disclosure Statement and Confirmation of the Plan are core proceedings within the meaning

of 28 U.S.C. § 157(b)(2)(L) and (O) that under the United States Constitution the Bankruptcy

Court may decide by final Order. The Bankruptcy Court has subject matter jurisdiction over this

matter pursuant to 28 U.S.C. §§ 157(a)-(b) and 1334(b). The Bankruptcy Court has exclusive

jurisdiction to determine whether the Disclosure Statement contains adequate information for

purposes of section 1125 of the Bankruptcy Code.

II. Burden of Proof

2. The Debtors have met their burden of proving that the Plan complies with each

element of sections 1129(a) and, to the extent applicable, if any, 1129(b) of the Bankruptcy Code

by a preponderance of the evidence.


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III. Notice of the Combined Hearing

3. Notice of the Combined Hearing was appropriate and satisfactory and is approved

in all respects.

IV. Combined Hearing on the Disclosure Statement and Plan Confirmation

4. Because: (a) the Plan provides that all Allowed General Unsecured Claims are

unimpaired; (b) there is unanimous support from the Holders of Claims in the voting class that cast

ballots on the Plan; and (c) the Debtors’ need to normalize trade credit as quickly as possible, it

was appropriate to hold, a Combined Hearing on the Debtors’ request for approval of the

Disclosure Statement and Confirmation of the Plan under sections 105(d)(2)(B)(vi) and 1125(g)

and Bankruptcy Rule 3018(b).

V. Approval of the Disclosure Statement

5. The Disclosure Statement is approved in all respects as containing adequate

information under section 1125 of the Bankruptcy Code and complying with applicable

nonbankruptcy law under section 1125(g) of the Bankruptcy Code, and the solicitation of Ballots

on the Plan also complies with the applicable nonbankruptcy law.

VI. Confirmation of the Plan

6. The Plan, a copy of which is attached as Exhibit A, as may be amended by this

Confirmation Order, is confirmed pursuant to section 1129 of the Bankruptcy Code. The terms of

the Plan, the Plan Supplement, and any other documents filed in connection with the Plan and/or

executed or to be executed in connection with the transactions contemplated by the Plan, and all

amendments and modifications thereof made in accordance with the Plan and this order

(the “Confirmation Order”), are hereby approved by this Confirmation Order; provided that the

Debtors, subject to the Restructuring Support Agreement, may make non-material modifications

to the Plan Supplement prior to the Effective Date.


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7. Any and all objections to the Plan that have not been withdrawn or resolved prior

to the Confirmation Hearing are hereby overruled.

8. The documents contained in the Plan Supplement are integral to the Plan and are

approved by the Bankruptcy Court and the Debtors and the Reorganized Debtors (as applicable)

are authorized to take all actions required under the Plan and the Plan Supplement documents to

effectuate the Plan and the Restructuring Transactions.

9. The terms of the Plan, the Plan Supplement, and the exhibits thereto are

incorporated herein by reference, and are an integral part of this Confirmation Order. The terms

of the Plan, the Plan Supplement, all exhibits thereto, and all other relevant and necessary

documents shall be effective and binding as of the Effective Date. The failure to specifically

include or refer to any particular article, section, or provision of the Plan, the Plan Supplement, or

any related document in this Confirmation Order does not diminish or impair the effectiveness or

enforceability of such article, section, or provision.

10. The discharge, compromises, settlements, releases, exculpations, and injunctions

set forth in Article IX of the Plan are approved, and will be effective immediately and binding on

all parties in interest on the Effective Date.

11. The Debtors shall cause to be served a notice of the entry of this

Confirmation Order and occurrence of the Effective Date, substantially in form attached hereto as

Exhibit B (the “Confirmation Notice”), upon (a) all parties listed in the creditor matrix maintained

by Stretto and (b) such additional persons and entities as deemed appropriate by the Debtors, no

later than five (5) business days after the Effective Date. The Debtors shall cause the Confirmation

Notice to be published in the New York Times within seven (7) business days after the Effective

Date.


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VII. Solicitation

12. The Solicitation Procedures complied with sections 1125 and 1126 of the

Bankruptcy Code, Bankruptcy Rules 3017 and 3018, all other provisions of the Bankruptcy Code,

and all other applicable nonbankruptcy rules, laws, and regulations. The modifications to the Plan

as of the date of this Confirmation Order are not of the type to require additional disclosure or

solicitation of the Plan under Bankruptcy Rule 3019.

VIII. Immediate Binding Effect

13. Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062, or otherwise, this

Confirmation Order is a final order and the period in which an appeal must be filed shall commence

upon the entry hereof. The terms of this Confirmation Order and the Plan shall be immediately

effective and enforceable and shall not be stayed pursuant to Bankruptcy Rules 3020(e), 6004(g),

6006(g), 6006(d), or 7062, and shall be deemed binding upon the Debtors, the Reorganized

Debtors, and any and all Holders of Claims or Interests (irrespective of whether Holders of 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, and injunctions described in the Plan

or herein, each Entity acquiring property under the Plan and any and all non-Debtor parties to

Executory Contracts and Unexpired Leases with the Debtors.

IX. Issuance and Distribution of the New Equity

14. On the Effective Date, the Reorganized Debtors (as determined in accordance with

the terms and conditions of the Restructuring Support Agreement and the Restructuring

Transactions Memorandum) shall issue or reserve for issuance all of the New Equity issued or

issuable in accordance with the terms of the Plan, subject to dilution on the terms described in the

Plan and in the Restructuring Support Agreement. The (a) issuance of the New Equity for

distribution pursuant to the Plan, and (b) the New Common Equity issuable upon exercise of the


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New Warrants issued under the Plan, are authorized without the need for further corporate action,

and all of the shares of New Common Equity issued or issuable pursuant to the Plan shall be duly

authorized, validly issued, fully paid, and non-assessable.

15. This Confirmation Order shall constitute (a) the approval by this Bankruptcy Court

of the New Equity Documents and all transactions contemplated thereby and all actions to be

taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in

connection therewith, and (b) authorization by this Bankruptcy Court for the Reorganized Debtors

to enter into and execute the New Equity Documents and such other documents as may be required

to effectuate the New Equity, provide guarantees and grant the security interests pursuant to the

New Equity Documents. Executed versions of the New Equity Documents shall constitute legal,

valid, binding, and authorized obligations of the Reorganized Debtors, enforceable in accordance

with their terms.

16. The offering, issuance, and distribution of the New Equity and any other securities

to be issued and distributed, whether on the Effective Date or any other date of a distribution

thereafter, pursuant to the terms of the Plan or in accordance with this Confirmation Order, comply

with section 1145 of the Bankruptcy Code and shall be exempt from, among other things, the

registration requirements of Section 5 of the Securities Act and any other applicable U.S., state, or

local law requiring registration prior to the offering, issuance, distribution, or sale of securities.

17. In addition, any securities contemplated by the Plan and any and all agreements

incorporated therein, including the New Common Equity and New Warrants, shall be subject to

(a) 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; (b) compliance with any rules and regulations

of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of


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such securities or instruments; (c) the restrictions, if any, on the transferability of such securities

and instruments; and (d) applicable regulatory approval, if any.

18. The (a) issuance of the New Equity for distribution pursuant to the Plan, and (b) the

New Common Equity issuable upon exercise of the New Warrants issued pursuant to the Plan and

this Confirmation Order shall be duly authorized, validly issued, fully paid, and non-assessable.

Each distribution and issuance of the New Equity referred to in Article IV of 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 Holder receiving such

distribution or issuance.

X. Treatment of Executory Contracts and Unexpired Leases

19. The assumption or assumption and assignment, as applicable, of Executory

Contracts and Unexpired Leases as set forth in Article V of the Plan is hereby authorized.

20. To the maximum extent permitted by law, to the extent any provision in any

Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan

restricts or prevents, 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), such provision shall be deemed modified such that

the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate

such Executory Contract or Unexpired Lease or to exercise any other default-related rights with

respect thereto.

21. Notwithstanding anything to the contrary (including anything that purports to be

supervening) in this Confirmation Order, the Plan, the Plan Supplement, and any other documents

filed in connection with the Plan and/or executed or to be executed in connection with the


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transactions contemplated by the Plan, and all amendments and modifications thereof made in

accordance with the Plan and this Confirmation Order, and for the avoidance of doubt, the

Reorganized Debtors hereby assume and agree to pay, perform, and discharge, any and all

liabilities, responsibilities, and obligations, including, but not limited to, any warranty, recall, and

product liability obligations (collectively, the “Obligations”), set forth in those various purchase

agreements, purchase orders, and/or other Executory Contracts between the Debtors and Toyota

Motor Sales, U.S.A., Inc., or any of its affiliates, parents, or subsidiaries (collectively, “Toyota”),

including, but not limited to, that certain Purchase Agreement between Toyota Motor Sales,

U.S.A., Inc. and CWD, LLC, d/b/a Stop Tech, effective July 6, 2006, as amended, (collectively,

the “Toyota Agreements”), as such Obligations become due and/or owing in the ordinary course

of business, regardless of whether such Obligations arose before or after the Petition Date. Toyota

and the Debtors or Reorganized Debtors, as applicable, reserve all claims, defenses, rights, and

interests as set forth in the Toyota Agreements or existing under applicable law.

XI. Discharge of Claims

22. Except as otherwise specifically provided in the Plan, the distributions, rights, and

treatment that are provided in the Plan shall be in full and final satisfaction, settlement, release,

and discharge, effective as of the Effective Date, of all Equity Interests and Claims of any nature

whatsoever, including any interest accrued on Claims from and after the Petition Date, whether

known or unknown, against, liabilities of, Liens on, obligations of, rights against the Debtors, the

Reorganized 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, including

demands, liabilities, and Causes of Action that arose before the Effective Date, 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


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Bankruptcy Code, in each case whether or not: (a) a Proof of Claim or Equity Interest is filed or

deemed filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Equity Interest is

Allowed; or (c) the Holder of such Claim or Equity Interest has accepted the Plan.

23. The Confirmation Order shall be a judicial determination of the discharge of all

Claims and Interests subject to the Effective Date occurring, except as otherwise expressly

provided in the Plan. For the avoidance of doubt, nothing in Article IX.A of the Plan shall affect

the rights of Holders of Claims and Interests to seek to enforce the Plan, including the distributions

to which Holders of Allowed Claims and Interests are entitled under the Plan.

XII. Exit Financing

24. The Reorganized Debtors are hereby authorized on or before the Effective Date to

enter into, and take such actions as necessary or desirable to perform under the ABL Exit Facility

and the Term Exit Facility, all Exit Facilities Documents, and all other documents or agreements

related thereto, and all transactions contemplated thereby, including the payment or reimbursement

of any fees, indemnities, and expenses under or pursuant to any such documents and agreements

entered into or delivered in connection therewith. Without limiting the foregoing, the Reorganized

Debtors are specifically authorized to execute and deliver and incur and perform their obligations

under the Exit Facilities and Exit Facilities Documents. The Exit Facilities and the Exit Facilities

Documents constitute legal, valid and binding obligations of the Reorganized Debtors.

25. On the Effective Date, all of the Liens and security interests to be granted in

accordance with the Exit Facilities Documents (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 Exit Facilities Documents, (c) shall be deemed automatically

perfected on the Effective Date (without any further action being required by the Debtors, the

Reorganized Debtors, as applicable, the applicable agent, or any of the applicable lenders), having


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the priority set forth in the Exit Facilities Documents and subject only to such Liens and security

interests as may be permitted under the Exit Facilities Documents, and (d) shall not be subject to

avoidance, recharacterization, or subordination (including equitable subordination) for any

purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or

other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law.

26. The financial accommodations to be extended pursuant to the Exit Facilities

Documents are, in each case, extended in good faith and for legitimate business purposes and are

reasonable and shall not be subject to avoidance, recharacterization, or subordination (including

equitable subordination) for any purposes whatsoever and shall not constitute preferential

transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any

other applicable non-bankruptcy law.

XIII. DOJ Settlement Agreement

27. The Debtors have agreed in principle to the terms of a settlement

(the "DOJ Settlement") with the U.S. Department of Justice (the “DOJ”) (acting on behalf of U.S.

Customs and Border Protection (“CBP”)) regarding a civil investigation by DOJ and CBP and

related whistleblower litigation under the False Claims Act pertaining to the classification of

certain brake material imported under the Harmonized Tariff Schedule of the United States, as

reflected in: (i) Civil Investigative Demand No. 20-051 (3/13/20); and (ii) Department of

Homeland Security, Summons (11/27/17) (collectively, “DOJ Litigation”). The DOJ Settlement

shall be effectuated through a settlement agreement ("DOJ Settlement Agreement"), which shall

be (A) materially consistent with the DOJ Settlement Term Sheet attached as Exhibit F to the

Restructuring Support Agreement (“Term Sheet”) filed with the Bankruptcy Court as part of the

Disclosure Statement [Docket No. 25], and (B) finalized by no later than July 15, 2020. The DOJ

Settlement Agreement shall provide that the Debtors shall pay a total of $8,250,000 (of which


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$5,463,347 is restitution and the remainder comprises attorneys’ fees and penalties) to resolve the

DOJ Litigation, as follows:

(i) $4,250,000 no later than five business days after the Agreement Effective

Date;

(ii) an additional payment of $2,000,000, plus interest at the 5-year Treasury

note rate per annum, by January 31, 2021;

(iii) an additional payment of $2,000,000, plus interest at the 5-year Treasury

note rate per annum, by December 31, 2021 (collectively, the “Settlement

Consideration”).

28. This Settlement Consideration represents a non-dischargeable debt under

11 U.S.C. § 1141(d)(6). Among other things, the DOJ Settlement Agreement provides (A) that it

is neither an admission of liability or wrongdoing by Debtors nor a concession by DOJ that its

claims are not well founded; and (B) for final resolution of the DOJ Litigation, including releases

among the parties in resolution of the DOJ Litigation. The Bankruptcy Court hereby approves the

DOJ Settlement Agreement set forth herein and finds that it is based on good faith negotiations, is

reasonable, and is a valid exercise of the Debtors’ business judgment.6

XIV. Other Government Matters

29. Except as it pertains to Claims settled pursuant to the DOJ Settlement Agreement,

notwithstanding any provision in the Plan, the Plan Supplement, this Confirmation Order or other

related Plan documents (collectively, “Plan Documents”): Nothing discharges or releases the

Debtors, the Reorganized Debtors, or any non-debtor from any right, claim, liability, defense or

Cause of Action of the United States or any State, or impairs the ability of the United States or any

State to pursue any right, claim, liability, defense, or Cause of Action against any Debtor,

6 To the extent anything in this Confirmation Order is inconsistent with the Term Sheet or the DOJ Settlement

Agreement, the terms of the Term Sheet and / or the DOJ Settlement Agreement shall control. To the extent

anything in the Term Sheet is inconsistent with the DOJ Settlement Agreement, the terms of the DOJ Settlement

Agreement shall control. Capitalized terms used, but not defined in this section, have the meanings given to them

in the DOJ Settlement Term Sheet or the DOJ Settlement Agreement, as applicable.


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Reorganized Debtor or non-debtor. Contracts, purchase orders, agreements, leases, covenants,

guaranties, indemnifications, operating rights agreements or other interests of or with the United

States or any State shall be, subject to any applicable legal or equitable rights or defenses of the

Debtors or Reorganized Debtors under applicable non-bankruptcy law, paid, treated, determined

and administered in the ordinary course of business as if the Debtors’ bankruptcy cases were never

filed and the Debtors and Reorganized Debtors shall comply with all applicable non-bankruptcy

law. All rights, claims, liabilities, defenses or Causes of Action, of or to the United States or any

State shall survive the Chapter 11 Cases as if they had not been commenced and be determined in

the ordinary course of business, including in the manner and by the administrative or judicial

tribunals in which such rights, claims, liabilities, defenses or Causes of Action would have been

resolved or adjudicated if the Chapter 11 Cases had not been commenced; provided, that nothing

in the Plan Documents shall alter any legal or equitable rights or defenses of the Debtors, the

Reorganized Debtors under non-bankruptcy law with respect to any such claim, liability, or cause

of action. Without limiting the foregoing, for the avoidance of doubt, nothing shall: (i) require the

United States or any State to file any proofs of claim or administrative expense claims in the

Chapter 11 Cases for any right, claim, liability, defense, or Cause of Action; (ii) affect or impair

the exercise of the United States’ or any State’s police and regulatory powers against the Debtors,

the Reorganized Debtors or any non-debtor; (iii) be interpreted to set cure amounts or to require

the United States or any State to novate or otherwise consent to the transfer of any federal or state

contracts, purchase orders, agreements, leases, covenants, guaranties, indemnifications, operating

rights agreements or other interests; (iv) affect or impair the United States’ or any State’s rights

and defenses of setoff and recoupment, or ability to assert setoff or recoupment against the Debtors

or the Reorganized Debtors and such rights and defenses are expressly preserved; (v) constitute an


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approval or consent by the United States or any State without compliance with all applicable legal

requirements and approvals under non-bankruptcy law; or (vi) relieve any party from compliance

with all licenses and permits issued by governmental units in accordance with non-bankruptcy law.

XV. Provisions Regarding Texas Comptroller

30. The following provisions of this Confirmation Order will govern the treatment of

the Texas Comptroller of Public Accounts (the “Texas Comptroller”) concerning the duties and

responsibilities of the Debtors and the Reorganized Debtors relating to all unclaimed property

presumed abandoned (the “Texas Unclaimed Property”) under Texas Property Code, Title 6,

Chapters 72-76 and other applicable Texas laws (the “Texas Unclaimed Property Laws”).

31. On or within thirty (30) days after the Effective Date, the Debtors shall review their

books and records and turn over to the Texas Comptroller any known, self-identified Texas

Unclaimed Property presumed abandoned before the Petition Date and reflected in property reports

delivered by the Debtors to the Texas Comptroller under the Texas Unclaimed Property Laws

(the “Reported Unclaimed Property”). With respect to such Reported Unclaimed Property, the

Texas Comptroller will not seek payment of any interest or penalty by the Debtors or the

Reorganized Debtors.

32. Notwithstanding section 362 of the Bankruptcy Code and the injunction contained

in Article VII.I of the Plan, after the Effective Date, the Texas Comptroller and its agents may

commence an audit of the Debtors in accordance with the Texas Unclaimed Property Laws

(the “Texas Unclaimed Property Audit”) and pursue recovery of any unremitted Texas Unclaimed

Property identified pursuant to the Texas Unclaimed Property Audit. The Debtors and the

Reorganized Debtors shall fully cooperate with the Auditors to enable them to accurately and

timely perform the Texas Unclaimed Property Audit by making the entities’ employees,

professionals, books, and records available.


17

33. The Debtors’ rights and defenses with respect to any allegations and claims asserted

against the Debtors arising from or relating to the Texas Unclaimed Property Audit are hereby

reserved; provided, however, that upon agreement between the Debtors or the Reorganized

Debtors and the Texas Comptroller or a final nonappealable determination by a court or other

tribunal with jurisdiction as to the amount of unremitted Texas Unclaimed Property, if any, that is

due in connection with the Texas Unclaimed Property Audit, the Debtors or the Reorganized

Debtors shall turn over such unremitted Texas Unclaimed Property to the Texas Comptroller.

34. Nothing herein precludes Debtors and Reorganized Debtors from compliance with

continued obligations pursuant to Texas Unclaimed Property Laws.

XVI. Nonseverability of Plan Provisions Upon Confirmation

35. The terms of the Plan, the Plan Supplement, and the exhibits thereto are

incorporated herein by reference, and are an integral part of this Confirmation Order. The terms

of the Plan, the Plan Supplement, all exhibits thereto, and all other relevant and necessary

documents shall be effective and binding as of the Effective Date. The failure to specifically

include or refer to any particular article, section, or provision of the Plan, the Plan Supplement, or

any related document in this Confirmation Order does not diminish or impair the effectiveness of

enforceability of such article, section, or provision.

XVII. Waiver of Section 341(a) Meeting

36. As of the date of this Confirmation Order, the requirement that the U.S. Trustee

convene a meeting of creditors pursuant to section 341(a) of the Bankruptcy Code is hereby

waived.

XVIII. Professional Fees and Expenses

37. Notwithstanding anything to the contrary (including anything that purports to be

supervening) in this Confirmation Order or the Plan, and for the avoidance of doubt, the Debtors


18

and Reorganized Debtors, as applicable, shall pay, or reimburse on the Effective Date in full in

cash all reasonable and documented fees and out-of-pocket expenses of White & Case LLP and

Fox Rothschild LLP, advisors to Audax and Harvest, in a total amount not to exceed $550,000.

XIX. Stay of Confirmation

38. This Confirmation Order shall take effect immediately and shall not be stayed

pursuant to Bankruptcy Rules 3020(e), 6004(g), 6006(d), or 7062.

XX. Final Order

39. This Confirmation Order is a final order and the period within which an appeal

must be filed commences upon the entry hereof.

Dated: July 10th, 2020 Wilmington, Delaware

CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE


Exhibit A

Plan

Case 20-11466-CSS Doc 178-1 Filed 07/10/20 Page 1 of 50



)

In re: ) Chapter 11

)


INTERMEDIATE HOLDINGS, LLC, et al.,1

)

)

Case No. 20-11466 (CSS)

)


)

FIRST AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION

OF APC AUTOMOTIVE TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC AND

ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Jonathan S. Henes, P.C. (admitted pro hac vice) Domenic E. Pacitti (DE Bar No. 3989)

KIRKLAND & ELLIS LLP Michael W. Yurkewicz (DE Bar No. 4165)

KIRKLAND & ELLIS INTERNATIONAL LLP KLEHR HARRISON HARVEY BRANZBURG LLP

601 Lexington Avenue 919 North Market Street, Suite 1000

New York, New York 10022 Wilmington, Delaware 19801

Telephone: (212) 446-4800 Telephone: (302) 426-1189

Facsimile: (212) 446-4900 Facsimile: (302) 426-9193

-and-

Morton R. Branzburg (admitted pro hac vice)

KLEHR HARRISON HARVEY BRANZBURG LLP

1835 Market Street, Suite 1400

Philadelphia, Pennsylvania 19103

Telephone: (215) 569-3007

Facsimile: (215) 568-6603

Proposed Co-Counsel to the Debtors and Debtors in Possession

Dated: July 8, 2020


number, are: APC Automotive Technologies Intermediate Holdings, LLC (0991); APC Automotive

Technologies, LLC (6651); CWD Acquisition, LLC (4286); CWD Holding Corp. (7381); CWD Intermediate

Corp. (7285); CWD, LLC (5832); Qualis Enterprises, Inc. (6610); Qualis Automotive, LLC (7291); AP Emissions

Technologies, LLC (8219); AP Exhaust Products Disc, Inc. (0288); Eastern Manufacturing, LLC (2410); Airtek,

LLC (1239); Aristo, LLC (4541). The Debtors’ service address is: 10822 West Toller Drive, Suite 370, Littleton,

Colorado 80127.

Case 20-11466-CSS Doc 165 Filed 07/08/20 Page 5 of 103Case 20-11466-CSS Doc 178-1 Filed 07/10/20 Page 2 of 50

i

TABLE OF CONTENTS

Page

Article I. DEFINED TERMS AND RULES OF INTERPRETATION......................................................................... 1 A. Defined Terms .................................................................................................................................. 1 B. Rules of Interpretation .................................................................................................................... 12 C. Computation of Time ...................................................................................................................... 12 D. Controlling Document ..................................................................................................................... 12 E. Restructuring Support Agreement ................................................................................................... 12

Article II. ADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS, PRIORITY TAX CLAIMS, AND

UNITED STATES TRUSTEE STATUTORY FEES ................................................................................... 13 A. Administrative Claims .................................................................................................................... 13 B. DIP Facility Claims ......................................................................................................................... 14 C. Priority Tax Claims ......................................................................................................................... 14 D. United States Trustee Statutory Fees .............................................................................................. 14

Article III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ........................................... 15 A. Classification of Claims .................................................................................................................. 15 B. Treatment of Claims and Interests .................................................................................................. 16 C. Special Provision Governing Unimpaired Claims .......................................................................... 19 D. Voting Classes; Presumed Acceptance by Non-Voting Classes ..................................................... 19 E. Controversy Concerning Impairment .............................................................................................. 19 F. Confirmation Pursuant to Section 1129(a)(10) and Section 1129(b) of the Bankruptcy

Code ................................................................................................................................................ 19 G. Subordinated Claims ....................................................................................................................... 19 H. Elimination of Vacant Classes ........................................................................................................ 19 I. Intercompany Interests .................................................................................................................... 19

Article IV. MEANS FOR IMPLEMENTATION OF THE PLAN .............................................................................. 19 A. Substantive Consolidation ............................................................................................................... 19 B. General Settlement of Claims and Interests .................................................................................... 20 C. Restructuring Transactions ............................................................................................................. 20 D. Corporate Existence ........................................................................................................................ 21 E. Vesting of Assets in the Reorganized Debtors ................................................................................ 21 F. Cancellation of Agreements, Security Interests, and Other Interests .............................................. 21 G. Sources for Plan Distributions and Transfers of Funds Among Debtors ........................................ 22 H. New Equity Documents .................................................................................................................. 22 I. Exemption from Registration Requirements ................................................................................... 22 J. Organizational Documents .............................................................................................................. 22 K. Exemption from Certain Transfer Taxes and Recording Fees ........................................................ 23 L. Directors and Officers of the Reorganized Debtors ........................................................................ 23 M. Directors and Officers Insurance Policies ....................................................................................... 23 N. Other Insurance Policies ................................................................................................................. 24 O. Preservation of Rights of Action ..................................................................................................... 24 P. Corporate Action ............................................................................................................................. 24 Q. Effectuating Documents; Further Transactions ............................................................................... 25 R. Management Incentive Plan ............................................................................................................ 25 S. Workers’ Compensation Programs ................................................................................................. 25

Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES; EMPLOYEE

BENEFITS; AND INSURANCE POLICIES ............................................................................................... 25 A. Assumption of Executory Contracts and Unexpired Leases ........................................................... 25 B. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases ................................... 26


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C. Contracts and Leases Entered into After the Petition Date ............................................................. 26 D. Indemnification and Reimbursement Obligations ........................................................................... 26 E. Employee Compensation and Benefits ........................................................................................... 27 F. Modifications, Amendments, Supplements, Restatements, or Other Agreements .......................... 27 G. Reservation of Rights ...................................................................................................................... 27 H. Nonoccurrence of Effective Date .................................................................................................... 28

Article VI. PROVISIONS GOVERNING DISTRIBUTIONS .................................................................................... 28 A. Timing and Calculation of Amounts to Be Distributed .................................................................. 28 B. Delivery of Distributions ................................................................................................................ 28 C. Manner of Payment ......................................................................................................................... 30 D. No Postpetition or Default Interest on Claims ................................................................................ 30 E. Compliance with Tax Requirements/Allocations ............................................................................ 30 F. Surrender of Cancelled Instruments or Securities ........................................................................... 30 G. Claims Paid or Payable by Third Parties ......................................................................................... 30

Article VII. PROCEDURES FOR RESOLVING UNLIQUIDATED AND DISPUTED CLAIMS OR

EQUITY INTERESTS .................................................................................................................................. 31 A. Allowance of Claims and Interests.................................................................................................. 31 B. Proofs of Claim ............................................................................................................................... 31 C. Claims Administration Responsibilities .......................................................................................... 31 D. Estimation of Claims and Interests.................................................................................................. 31 E. Adjustment to Claims Without Objection ....................................................................................... 32 F. Disallowance of Certain Claims ...................................................................................................... 32 G. No Distributions Pending Allowance .............................................................................................. 32 H. Distributions After Allowance ........................................................................................................ 32 I. No Interest ....................................................................................................................................... 32

Article VIII. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ............................................................... 32 A. Conditions Precedent to the Effective Date .................................................................................... 32 B. Effect of Non-Occurrence of Conditions to the Effective Date ...................................................... 33 C. Waiver of Conditions ...................................................................................................................... 34

Article IX. RELEASE, INJUNCTION, AND RELATED PROVISIONS .................................................................. 34 A. Discharge of Claims and Termination of Interests; Compromise and Settlement of

Claims, Interests, and Controversies ............................................................................................... 34 B. Releases by the Debtors ................................................................................................................ 34 C. Releases by the Releasing Parties ................................................................................................ 36 D. Exculpation .................................................................................................................................... 37 E. Injunction....................................................................................................................................... 37 F. Setoffs and Recoupment ................................................................................................................. 38 G. Release of Liens .............................................................................................................................. 38

Article X. RETENTION OF JURISDICTION ............................................................................................................ 38

Article XI. MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN .................................................... 40 A. Modification of Plan ....................................................................................................................... 40 B. Effect of Confirmation on Modifications ........................................................................................ 40 C. Revocation of Plan .......................................................................................................................... 40

Article XII. MISCELLANEOUS PROVISIONS ........................................................................................................ 40 A. Immediate Binding Effect ............................................................................................................... 40 B. Additional Documents .................................................................................................................... 41 C. Reservation of Rights ...................................................................................................................... 41 D. Successors and Assigns ................................................................................................................... 41 E. Service of Documents ..................................................................................................................... 41


iii

F. Term of Injunctions or Stays ........................................................................................................... 43 G. Entire Agreement ............................................................................................................................ 43 H. Plan Supplement Exhibits ............................................................................................................... 43 I. Governing Law ............................................................................................................................... 43 J. Nonseverability of Plan Provisions upon Confirmation .................................................................. 43 K. Closing of Chapter 11 Cases ........................................................................................................... 43 L. Section 1125(e) Good Faith Compliance ........................................................................................ 44


FIRST AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION

OF APC AUTOMOTIVE TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC AND

ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

AirTek, LLC, AP Emissions Technologies, LLC, AP Exhaust Products DISC, Inc., APC Automotive

Technologies Intermediate Holdings, LLC, APC Automotive Technologies, LLC, Aristo, LLC, CWD Acquisition,

LLC, CWD Holding Corp., CWD Intermediate Holding Corp., CWD, LLC, Eastern Manufacturing, LLC, Qualis

Automotive, L.L.C., and Qualis Enterprises, Inc. (each a “Debtor” and, collectively, the “Debtors”) propose this joint

prepackaged plan of reorganization for the resolution of outstanding claims against and equity interests in the Debtors.

Capitalized terms used in the Plan and not otherwise defined have the meanings ascribed to such terms in Article I.A

of this Plan.

Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor

for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. The Debtors seek to

consummate the Restructuring Transactions on the Effective Date of the Plan. Each Debtor is a proponent of the Plan

within the meaning of section 1129 of the Bankruptcy Code. The classifications of Claims and Interests set forth in

Article III of this Plan shall be deemed to apply separately with respect to each Plan proposed by each Debtor, as

applicable. The Plan does not contemplate substantive consolidation of any of the Debtors.

Reference is made to the Disclosure Statement, filed contemporaneously with the Plan, for a discussion of

the Debtors’ history, businesses, historical financial information, valuation, liquidation analysis, projections, and

operations as well as a summary and analysis of the Plan and certain related matters, including distributions to be

made under this Plan.

ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND THE

DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

Article I.

DEFINED TERMS AND RULES OF INTERPRETATION

A. Defined Terms

The following terms shall have the following meanings when used in capitalized form herein:

1. “ABL Agent” means Wells Fargo Bank, N.A. in its capacity as administrative agent and collateral

agent under the ABL Credit Agreement.

2. “ABL Claims” means any and all Claims derived from, based upon, or secured by the ABL Credit

Agreement or any other agreement, instrument, or document executed at any time in connection therewith, including

Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or

related thereto, in each case, with respect to the ABL Loans.

3. “ABL Credit Agreement” means that certain ABL Credit Agreement, dated May 10, 2017 (as

amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms), by and among

APC and certain of its affiliates and subsidiaries, as borrower and guarantors, the ABL Agent, and the ABL Lenders.

4. “ABL DIP Agent” means Wells Fargo Bank, N.A. in its capacity as administrative agent and

collateral agent under the ABL DIP Facility.

5. “ABL DIP Credit Agreement” means the debtor-in-possession credit agreement (as amended,

restated, modified, supplemented, or replaced from time to time in accordance with its terms) to be entered into by the

Debtors, the ABL DIP Agent, and the ABL DIP Lenders.

6. “ABL DIP Facility” means that certain debtor-in-possession credit facility to be provided by the

ABL DIP Lenders on the terms of and subject to the conditions set forth in the ABL DIP Credit Agreement.


2

7. “ABL DIP Facility Claim” means any Claim derived from or based upon the ABL DIP Facility,

including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising under

or related to the ABL DIP Facility.

8. “ABL DIP Facility Documents” means any documentation necessary to effectuate the incurrence of

the ABL DIP Facility.

9. “ABL DIP Lenders” means the banks, financial institutions, and other lenders party to the ABL DIP

Facility from time to time.

10. “ABL Exit Facility” means the new $90 million asset-based revolving credit facility, which will

have the terms set forth in the ABL Exit Facility Documents.

11. “ABL Exit Facility Documents” means any documentation necessary to effectuate the incurrence of

the ABL Exit Facility.

12. “ABL Exit Lenders” means the banks, financial institutions, and other lenders party to the ABL Exit

Facility from time to time.

13. “ABL Facility” means that certain prepetition asset-based revolving loan facility provided for under

the ABL Credit Agreement.

14. “ABL Lenders” means the lenders party to the ABL Credit Agreement with respect to the “Loans”

and “Letters of Credit” as defined in the ABL Credit Agreement.

15. “ABL Loans” means the “Loans” and “Letters of Credit” as defined in the ABL Credit Agreement.

16. “Accrued Professional Compensation Claim” means, at any date, a Claim for all accrued fees and

reimbursable expenses for services rendered by a Retained Professional in the Chapter 11 Cases through and including

such date, to the extent that such fees and expenses have not been previously paid whether pursuant to a retention

order with respect to such Retained Professional or otherwise. To the extent that there is a Final Order denying some

or all of a Retained Professional’s fees or expenses, such denied amounts shall no longer be considered an Accrued

Professional Compensation Claim.

17. “Administrative Claim” means a Claim (other than DIP Facility Claims) for costs and expenses of

administration under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and

necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates

and operating the businesses of the Debtors; and (b) Accrued Professional Compensation Claims (to the extent

Allowed by the Bankruptcy Court).

18. “Affiliate” means, with respect to any Entity, any other Entity that would fall within the meaning of

the term “affiliate” set forth in section 101(2) of the Bankruptcy Code, if such Entity was a debtor in a case under the

Bankruptcy Code; provided that in no event shall “affiliate” include any entity that is not directly or indirectly

controlled by or under common control with the party of which such entity is an affiliate with respect to the defined

terms Exculpated Party, Released Party, and Releasing Party in the Plan.

19. “Agents” means, collectively, (a) the DIP Agents, (b) the ABL Agent, (c) the Term Agent, and (d)

the Distribution Agent.

20. “Allowed” means (a) any Claim (or portion thereof) that (i) is not Disputed within the applicable

period of time, if any, fixed by the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, (ii) is allowed,

compromised, settled, or otherwise resolved pursuant to the terms of the Plan, in any stipulation that is approved by a

Final Order of the Bankruptcy Court, or pursuant to any contract, instrument, indenture, or other agreement entered

into or assumed in connection herewith, or (iii) has been allowed by a Final Order of the Bankruptcy Court or (b) an

Interest (or portion thereof) that is reflected as outstanding in the stock transfer ledger or similar register of the

applicable Debtor as of the Effective Date. For the avoidance of doubt, any Claim or Interest (or portion thereof) that

has been disallowed pursuant to a Final Order shall not be an “Allowed” Claim or Interest.


3

21. “Alternate Term Exit Facility” means an alternate term loan facility, as applicable, which will have

the terms set forth in the Plan Supplement and in the Alternate Term Exit Facility Documents.

22. “Alternate Term Exit Facility Documents” means any documentation necessary to effectuate the

incurrence of the Alternate Term Exit Facility.

23. “APC” means APC Automotive Technologies Intermediate Holdings, LLC, a Delaware limited

liability company.

24. “APC Holdings” means APC Automotive Technologies Holdings, LLC, a Delaware limited liability

company.

25. “Audax” means, collectively, Audax Private Equity Fund IV AIV, L.P., AG PE Fund IV Exhaust-

Aristo, LLC, Audax Co-Invest IV, L.P., AG TCI Exhaust-Aristo, LLC, AFF Co-Invest, L.P., and AG Grey Goose

Holdings, LLC.

26. “Avoidance Actions” means any and all 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 applicable non-bankruptcy law, including actions or remedies under sections 502, 510,

542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar or related state or federal statutes

and common law, including fraudulent transfer laws.

27. “Ballot” means a ballot accompanying the Disclosure Statement upon which certain Holders of

Impaired Claims entitled to vote shall, among other things, indicate their acceptance or rejection of the Plan in

accordance with the Plan and the procedures governing the solicitation process.

28. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended

from time to time.

29. “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware or such

other court having jurisdiction over the Chapter 11 Cases.

30. “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.

31. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as that term is

defined in Bankruptcy Rule 9006(a)).

32. “Cash” means the legal tender of the United States of America.

33. “Causes of Action” means any claims, interests, damages, remedies, causes of action, demands,

rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities,

guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen,

existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured,

assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or

otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under

contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests;

(c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such

claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the

Bankruptcy Code.

34. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the chapter 11 case

filed for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with

reference to all Debtors, the jointly administered chapter 11 cases for all of the Debtors.

35. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the

Debtors.


4

36. “Class” means a category of Claims or Equity Interests as set forth in Article III of this Plan pursuant

to section 1122(a) of the Bankruptcy Code.

37. “Compensation and Benefits Programs” means all employment agreements and severance policies,

and all employment, compensation and benefit plans, policies, workers’ compensation programs, savings plans,

retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability

plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, and

programs of the Debtors applicable to any of its employees and retirees.

38. “Confirmation” means the entry of the Confirmation Order by the Bankruptcy Court on the docket

of the Chapter 11 Cases.

39. “Confirmation Date” means the date upon which the Bankruptcy Court enters the

Confirmation Order on the docket of the Chapter 11 Cases.

40. “Confirmation Hearing” means the hearing(s) conducted by the Bankruptcy Court pursuant to

section 1128(a) of the Bankruptcy Code to consider confirmation of the Plan, as such hearing may be adjourned or

continued from time to time.

41. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to

section 1129 of the Bankruptcy Code and approving the Disclosure Statement pursuant to section 1125 of the

Bankruptcy Code.

42. “Consenting Sponsors” means each of Audax, Crescent, Harvest, and VAP.

43. “Consenting Term Loan Lenders” means the Term Loan Lenders that are or become parties to the

Restructuring Support Agreement, solely in their capacity as such.

44. “Crescent” means Crescent Mezzanine Partners VII, L.P., Crescent Mezzanine Partners VII (LTL),

L.P., CBDC Universal Equity, Inc., CM7B APC Equity, LLC, and CM7C APC Equity, LLC.

45. “Cure” means all amounts, including an amount of $0.00, required to cure any monetary defaults

under any Executory Contract or Unexpired Lease (or such lesser amount as may be agreed upon by the parties under

an Executory Contract or Unexpired Lease) that is to be assumed by the Debtors pursuant to sections 365 or 1123 of

the Bankruptcy Code.

46. “Cure Claim” means a Claim based on the Debtors’ defaults on an Executory Contract or Unexpired

Lease at the time such Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to sections 365 or

1123 of the Bankruptcy Code.

47. “D&O Liability Insurance Policies” means all insurance policies of any of the Debtors for directors’,

managers’, and officers’ liability existing as of the Petition Date.

48. “Debtor Release” means the releases set forth in Article IX.B of this Plan.

49. “Definitive Documents” means (a) the ABL Exit Facility Documents, (b) the Term Exit Facility

Documents; (c) the Alternate Term Exit Facility Documents (as applicable), (d) the New Common Equity Documents,

(e) the New Warrants Documents, (f) all agreements, interim and final orders, and/or amendments in connection with

the use of cash collateral, (g) all agreements, documents, interim and final orders, and/or amendments in connection

with the DIP Facilities, (h) the Plan, (i) the Plan Supplement, (j) the Disclosure Statement and related solicitation

materials, (k) the motions and related pleadings seeking approval of the Disclosure Statement and related solicitation

materials and scheduling a combined hearing for the Plan and the Disclosure Statement, and (l) the Confirmation

Order.

50. “DIP Agents” means, collectively, the ABL DIP Agent and the Term DIP Agent.


5

51. “DIP Credit Agreements” means, collectively, the ABL DIP Credit Agreement and the Term DIP

Credit Agreement.

52. “DIP Facilities” means, collectively, the ABL DIP Facility and the Term DIP Facility.

53. “DIP Facilities Documents” means, collectively, the ABL DIP Facility Documents and the Term

DIP Facility Documents.

54. “DIP Facility Claims” means, collectively, the ABL DIP Facility Claims and the Term DIP Facility

Claims.

55. “DIP Fee” means 35% of the New Common Equity pursuant to the DIP Facilities Documents.

56. “DIP Lenders” means, collectively, the ABL DIP Lenders and the Term DIP Lenders.

57. “DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order.

58. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and

schedules thereto, as amended, supplemented, or modified from time to time, that is prepared and distributed in

accordance with sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Bankruptcy Rule 3018, and other

applicable law.

59. “Disputed” means, with respect to a Claim or Interest (or portion thereof), that an objection to such

Claim or Interest (or portion thereof) has been filed.

60. “Distribution Agent” means the Debtors or any Entity or Entities chosen by the Debtors, which

Entities may include the Notice and Claims Agent, to make or to facilitate distributions required by the Plan.

61. “Distribution Record Date” means the date for determining which Holders of Claims are eligible to

receive distributions under the Plan, which date shall be the Confirmation Date.

62. “DOJ Settlement” means that certain settlement between the Debtors and the U.S. Department of

Justice regarding the civil investigation under the False Claims Act in connection with required import duties for

certain brake pad entries.

63. “Effective Date” means the date selected by the Debtors and the Requisite Consenting Term Loan

Lenders that is a Business Day no later than fourteen (14) calendar days after the Confirmation Order is entered and

which (a) no stay of the Confirmation Order is in effect and (b) all conditions specified in Article VIII.A of this Plan

have been (i) satisfied or (ii) waived pursuant to Article VIII.A of this Plan.

64. “Entity” means an “entity” as defined in section 101(15) of the Bankruptcy Code.

65. “Equity Interest” means any issued, unissued, authorized, or outstanding shares of common equity,

preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not transferable, together

with any warrants, equity-based awards or contractual rights to purchase or acquire such equity interests at any time

and all rights arising with respect thereto that existed immediately before the Effective Date including any claims

arising from the ownership of any instrument evidencing an ownership interest in a Debtor; provided that Equity

Interest does not include any Intercompany Interest.

66. “Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant

to sections 301 and 541 of the Bankruptcy Code.

67. “Exculpated Party” means each of the following, solely in its capacity as such: (a) the Debtors;

(b) the Reorganized Debtors; (c) with respect to each of the foregoing parties in clause (a), each of such Entity’s

current and former Affiliates; and (d) with respect to each of the foregoing parties in clauses (a) through (c), each of

such party’s current and former directors, managers, officers, principals, members, managed accounts or funds, fund

advisors, employees, equity holders (regardless of whether such interests are held directly or indirectly), predecessors,


6

successors, assigns, subsidiaries, agents, advisory board members, financial advisors, partners, attorneys, accountants,

investment bankers, consultants, representatives, and other professionals.

68. “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 sections 365 or 1123 of the Bankruptcy Code.

69. “Exit Facilities” means, collectively, the ABL Exit Facility and the Term Exit Facility.

70. “Exit Facilities Documents” means the ABL Exit Facility Documents and the Term Exit Facility

Documents.

71. “Final DIP Order” means an order of the Bankruptcy Court authorizing, among other things, on a

final basis, the Debtors to (a) enter into the DIP Facilities and incur postpetition obligations thereunder and (b) use

cash collateral pursuant to the terms set forth therein.

72. “Final Order” means an order or judgment of the Bankruptcy Court or other court of competent

jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and

as to which the time to appeal, seek reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure,

seek a new trial, reargument, or rehearing and, where applicable, petition for certiorari has expired and no appeal,

motion for reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure, motion for a new trial,

reargument or rehearing or petition for certiorari 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 resolved by the highest court to which the order or

judgment was appealed or from which certiorari was sought, or as to which any motion for reconsideration that has

been filed pursuant to Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure or any motion for a new trial,

reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been

dismissed with prejudice; provided that the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil

Procedure or Bankruptcy Rule 9024, or any analogous rule, may be filed relating to such order or judgment shall not

cause such order or judgment not to be a Final Order.

73. “FTI” means FTI Consulting, Inc., as financial advisor to the Term Loan Lender Group.

74. “General Administrative Claim” means any Administrative Claim, other than an Accrued

Professional Compensation Claim and Claims for fees and expenses pursuant to 28 U.S.C § 1930(a).

75. “General Unsecured Claim” means any unsecured Claim against any Debtor as of Petition Date

other than (a) a DIP Facility Claim, (b) an Administrative Claim, (c) an Accrued Professional Compensation Claim,

(d) a Priority Tax Claim, (e) an Other Priority Claim, (f) an ABL Claim, (g) a Term Claim, (h) an Intercompany Claim

against one or more of the Debtors that is not entitled to priority under the Bankruptcy Code or Final Order of the

Bankruptcy Court, or (i) the Sponsor Claims.

76. “Governmental Unit” means a “governmental unit” as defined in section 101(27) of the

Bankruptcy Code.

77. “Harvest” means, collectively, Harvest Partners VII, L.P., Harvest Partners VII (Parallel), L.P.,

Harvest Strategic Associates VII, L.P., Harvest APC Holdings, LLC, and Harvest APC Blocker Purchaser, L.P.

78. “Holder” means an Entity holding a Claim or Interest.

79. “Impaired” means “impaired” within the meaning of section 1124 of the Bankruptcy Code.

80. “Impaired Class” means a Class that is Impaired.

81. “Indemnification Provisions” means each of the Debtors’ indemnification provisions currently in

place, whether in the Debtors’ bylaws, certificates of incorporation or formation, limited liability company

agreements, other organizational or formation documents, board resolutions, management or indemnification

agreements, or employment contracts, for the Debtors’ current and former directors, officers, managers, employees,

attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective

Affiliates.


7

82. “Intercompany Claims” means, collectively, any Claim held by a Debtor against another Debtor or

an Affiliate of a Debtor or any Claim held by an Affiliate of a Debtor against a Debtor.

83. “Intercompany Interests” means an Equity Interest in a Debtor held by another Debtor.

84. “Interests” means, collectively, Equity Interests and Intercompany Interests.

85. “Interim DIP Order” means an order of the Bankruptcy Court authorizing, among other things, on

an interim basis, the Debtors to (a) enter into the DIP Facilities and incur postpetition obligations thereunder and

(b) use cash collateral pursuant to the terms set forth therein.

86. “King & Spalding” means King & Spalding LLP, as counsel to the Term Loan Lender Group.

87. “Lien” means a “lien” as defined in section 101(37) of the Bankruptcy Code.

88. “Local Bankruptcy Rules” means the Local Bankruptcy Rules for the District of Delaware.

89. “Management Incentive Plan” means a post-emergence customary management equity incentive

plan, in form and substance acceptable to the Requisite Consenting Term Loan Lenders and otherwise consistent with

the terms of the Restructuring Support Agreement, to be adopted by the New Board, under which 10% of the New

Common Equity on a fully diluted basis shall be reserved as of the Effective Date for issuance as awards thereunder

in the form of profits interests, restricted stock, and/or other forms of incentive based equity.

90. “New Board” means the board of directors of the parent company of the Reorganized Debtors, as

determined in accordance with the Restructuring Support Agreement and the New Common Equity Documents.

91. “New Common Equity” means a single class of equity interests in a Reorganized Debtor entity to be

authorized, issued, or reserved on the Effective Date pursuant to the Plan, in accordance with the terms and conditions

set forth in the Restructuring Support Agreement, and as provided in the Restructuring Transactions Memorandum.

92. “New Common Equity Documents” means any shareholder agreement, limited liability company

agreement, operating agreement, organizational or similar governing documents, evidence of equity interests

(including share or unit certificates or other mutually agreed evidence of equity interests to be issued in accordance

with the Restructuring Support Agreement), or other governance documents for the Reorganized Debtors.

93. “New Equity” means the New Common Equity and the New Warrants.

94. “New Equity Documents” means the New Common Equity Documents and the New Warrants

Documents.

95. “New Warrants” means new warrants for 5% of the New Common Equity struck at an exercise price

equal to 105% of the sum of (i) the aggregate obligations under the DIP Facilities, (ii) the aggregate obligations under

the ABL Facility, and (iii) the outstanding Term A Debt immediately prior to the Plan Effective Date.

96. “New Warrants Documents” means the definitive documentation with respect to the New Warrants.

97. “Notice and Claims Agent” means Bankruptcy Management Solutions, Inc. d/b/a Stretto in its

capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of the Bankruptcy Court.

98. “Other Priority Claim” means any Claim entitled to priority in right of payment under section 507(a)

of the Bankruptcy Code, other than a Priority Tax Claim or Claims entitled to administrative expense priority pursuant

to section 503(b)(9) of the Bankruptcy Code.

99. “Other Secured Claim” means any Secured Claim against the Debtors other than the DIP Facility

Claims and the Secured Lender Claims.

100. “Petition Date” means the date on which each of the Debtors commenced the Chapter 11 Cases.


8

101. “Plan” means this joint prepackaged plan of reorganization under chapter 11 of the Bankruptcy

Code, either in its present form or as it may be altered, amended, modified, or supplemented from time to time in

accordance with the Bankruptcy Code, the Bankruptcy Rules, the Restructuring Support Agreement, or the terms

hereof, as the case may be, and the Plan Supplement, which is incorporated herein by reference, including all exhibits

and schedules hereto and thereto.

102. “Plan Supplement” means a supplemental appendix to the Plan that shall be filed by the Debtors no

later than two (2) days before the voting deadline to accept or reject the Plan or such later date as may be approved by

the Bankruptcy Court on notice to parties in interests and that shall include, among other things, draft forms of

documents (or term sheets thereof), schedules, and exhibits to the Plan, in each case subject to the terms and provisions

of the Restructuring Support Agreement (including any consent rights as to the form and substance of such documents

set forth therein) and as may be amended, modified, or supplemented from time to time on or prior to the Effective

Date in accordance with the terms hereof, the Bankruptcy Code, the Bankruptcy Rules, and the Restructuring Support

Agreement, including the following documents: (a) the New Equity Documents; (b) to the extent known, the identity

of the members of the New Board; (c) the Exit Facilities Documents; (d) the Restructuring Transactions Memorandum,

(e) the Alternate Term Exit Facility Documents (as applicable), and (f) any and all other documentation necessary to

effectuate the Restructuring Transactions or that is contemplated by the Plan.

103. “Priority Tax Claim” means a Claim of a Governmental Unit of the kind specified in

section 507(a)(8) of the Bankruptcy Code.

104. “Pro Rata Share” or “Pro Rata” means a distribution equal in amount to the ratio of the amount of

such Allowed Claim in relation to the aggregate amount of all Allowed Claims in its Class.

105. “Professional Fee Escrow Account” means an interest-bearing escrow account in an amount equal

to the Professional Fee Reserve Amount funded and maintained by the Reorganized Debtors on and after the

Effective Date solely for the purpose of paying all Allowed and unpaid fees and expenses of Retained Professionals

in the Chapter 11 Cases.

106. “Professional Fee Reserve Amount” means the aggregate Accrued Professional Compensation

through the Effective Date as estimated by the Retained Professionals in accordance with Article II.A.2.c of this Plan.

107. “Proof of Claim” means a proof of Claim filed against any Debtor in the Chapter 11 Cases.

108. “Quarterly Fees” has the meaning ascribed to such term in Article II.D of this Plan.

109. “Reinstatement” or “Reinstated” 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.

110. “Released Party” means each of the following, solely in its capacity as such: (i)(a) the Debtors; (b)

the Reorganized Debtors; (c) APC Holdings; (d) with respect to each of the foregoing parties in clauses (i)(a) and

(i)(c), each of such Entity’s current and former Affiliates and direct or indirect equity holders; and (e) with respect to

each of the foregoing parties in clauses (i)(a) through (i)(d), each of such party’s current and former directors,

managers, officers, principals, members, managed accounts or funds, fund advisors, employees, equity holders

(regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries,

agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants,

representatives, and other professionals; and (ii)(a) the DIP Agents; (b) the DIP Lenders; (c) the ABL Agent; (d) the

ABL Lenders; (e) the Consenting Term Loan Lenders; (f) the Term Agent; (g) the Consenting Sponsors and their

Affiliates; (h) with respect to each of the foregoing parties in clauses (ii)(a) through (ii)(g), each of such Entity’s

current and former Affiliates; and (i) with respect to each of the foregoing parties in clauses (ii)(a) through (ii)(h),

each of such party’s current and former directors, managers, officers, principals, members, employees, equity holders

(regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries,

agents, advisory board members, financial advisors, investment advisors, partners, attorneys, accountants, investment

bankers, consultants, representatives, and other professionals; provided that for purposes of this definition, in no event

shall “Affiliate” include any entity that is not directly or indirectly, controlled by, or under common control with, the

party of which such entity is an affiliate; provided, further, that any holder of a Claim or Interest that opts out of, or

objects to, the releases contained in the Plan shall not be a “Released Party.”


9

111. “Releasing Party” means each of the following, solely in its capacity as such: (a) the DIP Agents;

(b) the DIP Lenders; (c) the ABL Agent; (d) the ABL Lenders; (e) the Consenting Term Loan Lenders; (f) the Term

Agent; (g) the Consenting Sponsors; (h) with respect to the foregoing clauses (a) through (g), each such Entity and its

current and former Affiliates; and (i) with respect to the foregoing clauses (a) through (h), each such party’s current

and former directors, managers, officers, principals, members, employees, equity holders (regardless of whether such

interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, agents, advisory board

members, financial advisors, investment advisors, partners, attorneys, accountants, investment bankers, consultants,

representatives, and other professionals; (j) without limiting the foregoing, (1) each holder of a Claim or Interest that

voted to accept the Plan, (2) each holder of a Claim or Interest that is Unimpaired under the Plan, where the applicable

Claims or Interests have been fully paid or otherwise satisfied in accordance with the Plan, (3) holders of Claims

whose vote to accept or reject the Plan was solicited but who did not vote either to accept or to reject the Plan, and

(4) holders of Claims who voted to reject the Plan and who did not opt out of granting the releases provided by the

Plan; provided that for purposes of this definition, in no event shall “Affiliate” include any entity that is not directly

or indirectly controlled by, or under common control with, the party of which such entity is an affiliate; provided,

further, that any holder of a Claim or Interest that validly opts out of, or objects to, the releases contained in the Plan

shall not be a “Releasing Party.”

112. “Reorganized Debtors” means the Debtors, as reorganized pursuant to and under the Plan, or any

successor thereto by merger, consolidation, or otherwise on or after the Effective Date, including any transferee,

assign, or successor of any Reorganized Debtor created to issue the New Common Equity as determined by the Debtors

and the Requisite Consenting Term Loan Lenders prior to the Effective Date.

113. “Representatives” means, with regard to an Entity, current and former officers, directors, members

(including ex officio members), managers, employees, partners, advisors, attorneys, professionals, accountants,

investment bankers, investment advisors, actuaries, Affiliates, financial advisors, consultants, agents, and other

representatives of each of the foregoing Entities (whether current or former, in each case in his, her or its capacity as

such).

114. “Requisite Consenting Sponsors” means each of Audax, Crescent, Harvest, and VAP.

115. “Requisite Consenting Term Loan Lenders” means the Consenting Term Loan Lenders who hold,

in the aggregate, greater than fifty (50) percent in principal amount outstanding of all Term Claims held by the

Consenting Term Loan Lenders.

116. “Required Parties” means, collectively, the Debtors, the Requisite Consenting Sponsors, and the

Requisite Consenting Term Loan Lenders.

117. “Restructuring Support Agreement” means that certain Restructuring Support Agreement (including

the exhibits and annexes attached thereto) entered into on May 30, 2020 (as amended or supplemented from time to

time in accordance with the terms thereof), by and among the Debtors, the Consenting Sponsors, the Consenting

Lenders, and any subsequent Entity that becomes a party thereto pursuant to the terms thereof, as attached to the

Disclosure Statement as Exhibit B.

118. “Restructuring Transactions” means the transactions described in Article IV.C of this Plan.

119. “Restructuring Transactions Memorandum” means that certain memorandum regarding the

Restructuring Transactions under the Plan that may be included in the Plan Supplement, which memorandum must be

consistent with the terms and conditions set forth in the Restructuring Support Agreement and otherwise in form and

substance reasonably acceptable to the Debtors and the Requisite Consenting Term Loan Lenders.

120. “Retained 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 the Effective Date, pursuant to sections 327, 328, 329, 330, or 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.

121. “SEC” means the Securities and Exchange Commission.


10

122. “Secured Claim” means, when referring to a Claim, a Claim: (a) secured by a Lien on property in

which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by Final

Order of the Bankruptcy Court, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the

extent of the value of the creditor’s interest in the Estate’s 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 to the Plan or Final Order of the Bankruptcy Court as a secured claim.

123. “Secured Lender Claims” means the ABL Claims and the Term Claims.

124. “Secured Lenders” means those Entities that are Holders of ABL Claims and/or Term Claims

125. “Securities” means any instruments that qualify under section 2(a)(1) of the Securities Act,

including the New Equity.

126. “Securities Act” means the Securities Act of 1933, as now in effect or hereafter amended, or any

regulations promulgated thereunder.

127. “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

128. “Sponsor Claims” means any and all outstanding Claims that APC Holdings, the Consenting

Sponsors, and/or any controlled affiliates of the Consenting Sponsors, solely in their capacities as such, may have

against the Debtors; provided that the Sponsor Claims shall not include (a) any Term Claims held by any Consenting

Sponsor, (b) rights of any of the Consenting Sponsors based on, arising from, or related to the Plan, (c) Claims based

on, arising from, or related to any Indemnification Provisions or D&O Liability Insurance Policies, or (d) any Claims

entered into on an arm’s length basis in the ordinary course of business by any portfolio company of the Consenting

Sponsors.

129. “Term A Claims” means any and all Claims held by Term A Lenders derived from, based upon, or

secured by the Term Credit Agreement or any other agreement, instrument, or document executed at any time in

connection therewith, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other

charges arising thereunder or related thereto.

130. “Term A Debt” means the Term A-1 Loans, Term A-2 Loans, and Term A-3 Loans, as such terms

are defined in the Term Credit Agreement, outstanding under the Term Credit Agreement.

131. “Term A Lenders” means the lenders party to the Term Credit Agreement holding Term A Debt.

132. “Term Agent” means Wilmington Trust, N.A. in its capacity as administrative agent and collateral

agent under the Term Credit Agreement.

133. “Term B Claims” means any and all Claims held by Term B Lenders derived from, based upon, or

secured by the Term Credit Agreement or any other agreement, instrument, or document executed at any time in

connection therewith, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other

charges arising thereunder or related thereto.

134. “Term B Debt” means the Term B Loans, as such term is defined in the Term Credit Agreement,

outstanding under the Term Credit Agreement.

135. “Term B Lenders” means the lenders party to the Term Credit Agreement holding Term B Debt.

136. “Term Claims” means the Term A Claims and the Term B Claims.

137. “Term Credit Agreement” means that certain First Lien Credit Agreement, dated May 10, 2017 (as

amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms), by and among


11

APC and certain of its affiliates and subsidiaries, as borrowers and guarantors, the Term Agent, and the Term Loan

Lenders.

138. “Term Credit Facility” means that certain term loan facility provided for under the Term Credit

Agreement.

139. “Term DIP Agent” means Wilmington Trust, N.A. in its capacity as administrative agent and

collateral agent under the Term DIP Facility.

140. “Term DIP Credit Agreement” means, to the extent applicable, the debtor-in-possession credit

agreement (as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms)

to be entered into by the Debtors, the Term DIP Agent, and the Term DIP Lenders.

141. “Term DIP Facility” means a new money term debtor-in-possession credit facility in aggregate

principal amount of $50 million on the terms of and subject to the conditions set forth in the Term DIP Credit

Agreement.

142. “Term DIP Facility Claim” means any Claim derived from or based upon the Term DIP Facility,

including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising under

or related to the Term DIP Facility.

143. “Term DIP Facility Documents” means any documentation necessary to effectuate the incurrence

of the Term DIP Facility.

144. “Term DIP Lenders” means the banks, financial institutions, and other lenders party to the Term

DIP Facility from time to time.

145. “Term Exit Facility” means the $50 million term loan facility, which will have the terms set forth in

the Term Exit Facility Documents.

146. “Term Exit Facility Documents” means any documentation necessary to effectuate the incurrence

of the Term Exit Facility.

147. “Term Exit Lenders” means the banks, financial institutions, and other lenders party to the Term

Exit Facility from time to time.

148. “Term Loan Lenders” means, collectively, the Term A Lenders and Term B Lenders.

149. “Term Loan Lender Group” means the ad hoc group of Consenting Term Loan Lenders represented

by King & Spalding and FTI.

150. “Term Debt” means the Term A Debt and the Term B Debt outstanding under the Term Credit

Agreement.

151. “Third-Party Release” means the releases set forth in Article IX.C of this Plan.

152. “Unexpired Lease” means a 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.

153. “Unimpaired” means, with respect to a Claim, Equity Interest, or Class of Claims or Equity Interests,

not “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy Code.

154. “United States Trustee” means the United States Trustee for the District of Delaware.

155. “VAP” means VAP Holdings, Inc.


12

B. Rules of Interpretation

1. For purposes herein: (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, instrument, release, indenture, or other agreement or document being in a particular form or on particular

terms and conditions means that the referenced document shall be substantially in that form or substantially on those

terms and conditions; (c) unless otherwise specified, any reference herein to an existing document or exhibit having

been filed or to be filed shall mean that document or exhibit, as it may thereafter be amended, modified, or

supplemented; (d) unless otherwise specified, all references herein to “Articles” are references to Articles of this Plan;

(e) the words ‘‘herein,’’ “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of

the Plan; (f) the words “include” and “including” and variations thereof shall not be deemed to be terms of limitation

and shall be deemed to be followed by the words “without limitation”; (g) references to “shareholders,” “directors,”

and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the

applicable state limited liability company laws; (h) references to “Proofs of Claim,” “holders of Claims,” “Disputed

Claims,” and the like shall include “Proofs of Interest,” “holders of Interests,” “Disputed Interests,” and the like, as

applicable; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to

be a part of or to affect the interpretation hereof; (j) unless otherwise specified herein, the rules of construction set

forth in section 102 of the Bankruptcy Code shall apply; (k) 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 that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; and (l) any effectuating provisions

may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent

of the Plan without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, subject

to the terms of the Restructuring Support Agreement, and such interpretation shall control.

2. All references in the Plan to monetary figures refer to currency of the United States of America,

unless otherwise expressly provided.

3. 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, as applicable, to the extent the

context requires.

C. Computation of Time

Unless otherwise specifically stated in the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply in

computing any period of time prescribed or allowed in the Plan. 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. Any references to the Effective Date shall mean the Effective Date or as soon as reasonably

practicable thereafter unless otherwise specified herein.

D. Controlling Document

In the event of an inconsistency between the Plan, the Restructuring Support Agreement, 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 Plan shall control. In the event of an inconsistency between the Plan and the Confirmation

Order, the Confirmation Order shall control.

E. Restructuring Support Agreement

Notwithstanding anything to the contrary in the Plan, the Plan Supplement, the Confirmation Order, or the

Disclosure Statement, any and all consent and consultation rights in the Restructuring Support Agreement with respect

to the form and substance of the Plan, the Plan Supplement, and any other documents relating to the Restructuring

Transactions, including any amendments, restatements, supplements, or other modifications to such documents and

any consents, waivers, or other deviations under or from any such documents, shall be incorporated by reference

herein and fully enforceable as if stated in full herein.


13

Article II.

ADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS,

PRIORITY TAX CLAIMS, AND UNITED STATES TRUSTEE STATUTORY FEES

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Facility Claims,

and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set

forth in Article III of this Plan.

A. Administrative Claims

1. General Administrative Claims

Subject to the provisions of sections 328, 330(a), and 331 of the Bankruptcy Code and except to the extent

that a Holder of an Allowed General Administrative Claim and the applicable Debtor before the Effective Date or the

applicable Reorganized Debtor after the Effective Date agree to less favorable treatment, each Holder of an Allowed

General Administrative Claim will be paid the full unpaid amount of such Allowed General Administrative Claim in

Cash: (a) if such Allowed General Administrative Claim is based on liabilities that the Debtors incurred in the ordinary

course of business after the Petition Date, in accordance with the terms and conditions of the particular transaction

giving rise to such Allowed General Administrative Claim and without any further action by any Holder of such

Allowed General Administrative Claim; (b) if such Allowed General Administrative Claim is due as of the Effective

Date, on the Effective Date, or, if such Allowed General Administrative Claim is not due as of the Effective Date, on

the date that such Allowed General Administrative Claim becomes due or as soon as reasonably practicable thereafter;

(c) if a General Administrative Claim is not Allowed as of the Effective Date, on the date that is no later than sixty

(60) days after the date on which an order Allowing such General Administrative Claim becomes a Final Order of the

Bankruptcy Court or as soon as reasonably practicable thereafter; or (d) at such time and upon such terms as set forth

in a Final Order of the Bankruptcy Court.

2. Professional Compensation Claims

a. Final Fee Applications

All final requests for Accrued Professional Compensation Claims shall be filed no later than sixty (60) days

after the Effective Date. The amount of Accrued Professional Compensation Claims owed to the Retained

Professionals shall be paid in Cash to such Retained Professionals from funds held in the Professional Fee Escrow

Account after such Claims are Allowed by a Final Order. To the extent that funds held in the Professional Fee Escrow

Account are unable to satisfy the amount of Accrued Professional Compensation Claims owed to the Retained

Professionals, such Retained Professionals shall have an Allowed Administrative Claim for any such deficiency,

which shall be satisfied in accordance with Article II.A.1 of this Plan. After all Allowed Accrued Professional

Compensation Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow Account

shall be returned to the Reorganized Debtors.

b. Professional Fee Escrow Account

On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall establish and fund the

Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The Professional Fee

Escrow Account shall be maintained in trust solely for the Retained Professionals. Such funds shall not be considered

property of the Estates of the Debtors or the Reorganized Debtors.

c. Professional Fee Reserve Amount

To receive payment for unbilled fees and expenses incurred through the Effective Date, the Retained

Professionals shall estimate in good faith their Accrued Professional Compensation Claims (taking into account any

retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors and counsel to the Term

Loan Lender Group at least three (3) calendar days prior to the Effective Date. If a Retained Professional does not

provide such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such Retained

Professional; provided that such estimate shall not be considered an admission or limitation with respect to the fees


14

and expenses of such Retained Professional. The total amount so estimated as of the Effective Date shall comprise

the Professional Fee Reserve Amount.

d. Post-Effective Date Fees and Expenses

Upon the Effective Date, any requirement that Retained 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 Debtor or Reorganized Debtor, as applicable, may employ and pay any fees and expenses of any

professional, including any Retained 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 the consummation of this Plan or the occurrence of the Effective Date.

The Debtors and Reorganized Debtors, as applicable, shall pay, within ten (10) Business Days after

submission of a detailed invoice to the Debtors or Reorganized Debtors, as applicable, all outstanding reasonable and

documented fees and out-of-pocket expenses of the advisors to the Term Loan Lender Group. If the Debtors or the

Reorganized Debtors dispute the reasonableness of any such invoice, the Debtors or Reorganized Debtors, as

applicable, or the affected professional may submit such dispute to the Bankruptcy Court for a determination of the

reasonableness of any such invoice, and the disputed portion of such invoice shall not be paid until the dispute is

resolved. The undisputed portion of such reasonable fees and expenses shall be paid as provided herein. The Term

Loan Lender Group’s counsel fees shall not be paid to the extent those fees are on account of defending a fee dispute

as to counsel fees.

e. Substantial Contribution Compensation and Expenses

Except as otherwise specifically provided in the Plan, any Entity that requests compensation or expense

reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and

(5) of the Bankruptcy Code must file an application and serve such application on counsel for the Debtors or

Reorganized Debtors, as applicable, and as required by the Bankruptcy Court, the Bankruptcy Code, and the

Bankruptcy Rules on or before three (3) Business Days after the Confirmation Date.

B. DIP Facility Claims

Notwithstanding anything to the contrary herein, Holders of Allowed DIP Facility Claims, in exchange for

full and final satisfaction, settlement, release, and discharge of all DIP Facility Claims (other than Claims under the

DIP Facilities that expressly survive the termination thereof), on the Effective Date, all amounts outstanding under

the DIP Facilities on the Effective Date, unless a Holder agrees to less favorable treatment, shall receive (1) solely

with respect to the ABL DIP Lenders, its pro rata share of the ABL Exit Facility and (2) solely with respect to the

Term DIP Lenders, its pro rata share of the Term Exit Facility, unless the required Term DIP Lenders have consented

to the Reorganized Debtors entering into an Alternate Term Exit Facility in connection with the occurrence of the

Effective Date, in which case, the DIP Term Loans shall be repaid in full in cash on the Effective Date from the

proceeds of the Alternate Term Exit Facility.

C. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in

exchange for full and final satisfaction, settlement, release, and discharge of each Allowed Priority Tax Claim, each

Holder of an Allowed Priority Tax Claim due and payable on or prior to the Effective Date shall be treated pursuant

to section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed Priority Tax Claim is not due and owing

on or before the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement

between the Debtors and such Holder or as may be due and payable under applicable non-bankruptcy law or in the

ordinary course of business.

D. United States Trustee Statutory Fees

The Debtors and the Reorganized Debtors, as applicable, shall pay fees payable pursuant to

28 U.S.C § 1930(a), including fees and expenses payable to the United States Trustee (“Quarterly Fees”), for each

quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever


15

occurs first. Notwithstanding anything else to the contrary in the Plan, each of the Debtors and the Reorganized

Debtors shall be jointly and severally liable to pay all Quarterly Fees accruing from and after the Effective Date until

the earliest to occur of that particular Debtor’s case being converted to a case under chapter 7 of the Bankruptcy Code,

dismissed, or closed. The U.S. Trustee shall not be required to file a request for payment of its Quarterly Fees, which

shall be deemed an Administrative Claim against the Debtors and their Estates. The Debtors shall file all quarterly

reports that become due prior to the when they become due, in a form reasonably acceptable to the U.S. Trustee, which

reports shall include a separate schedule of disbursements made by each Debtor, and when applicable, each

Reorganized Debtor during the applicable period, attested by an authorized representative.

Article III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims

This Plan constitutes a separate chapter 11 plan of reorganization for each Debtor. Except for the Claims

addressed in Article II above (or as otherwise set forth herein), all Claims and Interests are placed in Classes for each

of the Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, the Debtors have not classified

Administrative Claims, DIP Facility Claims, and Priority Tax Claims, as described in Article II.

The categories of Claims and Interests listed below classify Claims and Interests for all purposes, including

voting, Confirmation, and distribution pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy

Code. The Plan deems a Claim or Interest to be classified in a particular Class only to the extent that the Claim or

Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent

that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or an

Interest is in a particular Class only to the extent that any such Claim or Interest is Allowed in that Class and has not

been paid or otherwise settled prior to the Effective Date.

Summary of Classification and Treatment of Claims and Interests

Class Claim or Interest Status Voting Rights

1 Other Secured Claims Unimpaired Not Entitled to Vote

(Presumed to Accept)

2 Other Priority Claims Unimpaired Not Entitled to Vote


3 ABL Claims Unimpaired Not Entitled to Vote


4 Term Claims Impaired Entitled to Vote

5 General Unsecured Claims Unimpaired Not Entitled to Vote


6 Intercompany Claims Unimpaired /

Impaired

Not Entitled to Vote

(Presumed to Accept /

Deemed to Reject)

7 Intercompany Interests Unimpaired /

Impaired

Not Entitled to Vote

(Presumed to Accept /

Deemed to Reject)

8 Equity Interests Impaired Not Entitled to Vote

(Deemed to Reject)


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B. Treatment of Claims and Interests1

1. Class 1 — Other Secured Claims

a. Classification: Class 1 consists of all Other Secured Claims.

b. Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees

to less favorable treatment, in exchange for full and final satisfaction, settlement, release,

and discharge of each Other Secured Claim, each Holder of an Allowed Other Secured

Claim shall receive the following, at the option of the applicable Debtor:

(i) payment in full in Cash in the ordinary course of business;

(ii) the collateral securing its Allowed Other Secured Claim and payment of any

interest required under section 506(b) of the Bankruptcy Code;

(iii) Reinstatement of such Allowed Other Secured Claim; or

(iv) such other treatment rendering such Allowed Other Secured Claim Unimpaired.

c. Voting: Class 1 is Unimpaired, and Holders of Class 1 Other Secured Claims are

conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the

Bankruptcy Code. Therefore, Holders of Class 1 Other Secured Claims are not entitled to

vote to accept or reject the Plan.

2. Class 2 — Other Priority Claims

a. Classification: Class 2 consists of all Other Priority Claims.

b. Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees

to less favorable treatment, in exchange for full and final satisfaction, settlement, release,

and discharge of each Other Priority Claim, each Holder of such Allowed Other Priority

Claim shall receive the following at the option of the applicable Debtor:

(i) payment in full in Cash in the ordinary course of business;

(ii) Reinstatement of such Allowed Other Priority Claim; or

(iii) such other treatment rendering such Allowed Other Priority Claim Unimpaired.

c. Voting: Class 2 is Unimpaired, and Holders of Class 2 Other Priority Claims are

conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the

Bankruptcy Code. Therefore, Holders of Class 2 Other Priority Claims are not entitled to

vote to accept or reject the Plan.

3. Class 3 — ABL Claims

a. Classification: Class 3 consists of ABL Claims.

b. Allowance: Upon entry of the Interim DIP Order, all loans under the ABL Credit Facility

and all accrued and unpaid interest thereon and outstanding fees and expenses shall be

fully-rolled into the ABL DIP Credit Facility, and upon the Effective Date, the ABL Exit

Facility.

1 Allowed Claim amounts referenced in this section are subject to adjustment to reflect any changes to the

outstanding principal amounts prior to the Effective Date.


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c. Treatment: Solely to the extent of any outstanding Allowed ABL Claims that were not

rolled-up into the ABL DIP Credit Facility, except to the extent that a Holder of an Allowed

ABL Claim agrees to less favorable treatment, in exchange for full and final satisfaction,

settlement, release, and discharge of each ABL Claim, each Holder of an Allowed ABL

Claim shall receive new loans under the ABL Exit Facility in an amount equal to the

principal amount of loans outstanding under the ABL Credit Agreement held by such

Holder as of the Effective Date.

d. Voting: Class 3 is Unimpaired, and Holders of Class 3 ABL Claims are conclusively

presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.

Therefore, Holders of Class 3 ABL Claims are not entitled to vote to accept or reject the

Plan.

4. Class 4 — Term Claims

a. Classification: Class 4 consists of Term Claims.

b. Allowance: On the Effective Date, Term Claims shall be deemed Allowed in the aggregate

principal amount of $348.4 million, consisting of $206.2 million in the aggregate principal

amount of Term A Claims and $142.2 million aggregate principal amount of Term B

Claims, plus all interest, fees, expenses, costs, and other charges due under the Term Credit

Agreement. As the Term A Claims and Term B Claims are subject to the same Term Credit

Agreement, such Claims shall be treated in accordance with the Term Credit Agreement as

set forth below.

c. Term A Claim Treatment: Except to the extent that a Holder of an Allowed Term A Claim

agrees to less favorable treatment, in exchange for full and final satisfaction, settlement,

release, and discharge of each Term A Claim, on the Effective Date, each Holder of an

Allowed Term A Claim shall receive, in full and final satisfaction of its Term A Claims,

its Pro Rata Share (in relation to the aggregate amount of all Allowed Term A Claims) of

100% of the New Common Equity, subject to dilution by the New Warrants, the DIP Fee,

and the Management Incentive Plan.

d. Term B Claim Treatment: On the Effective Date, all Term B Claims shall be deemed

cancelled and extinguished and shall be of no further force and effect, whether surrendered

for cancellation or otherwise, and there shall be no distributions to Holders of Term B

Claims on account of any such Interests; provided, however, that each Holder of an

Allowed Term B Claim that is a Consenting Term Loan Lender or that otherwise votes in

favor of the Plan shall receive its Pro Rata Share of the New Warrants.2

2 In the event the treatment of the Allowed Term A Claims and Allowed Term B Claims described in the two

immediately preceding paragraphs is not permitted by the Bankruptcy Court, the Holders of Allowed Term Claims

shall be treated as follows under the Plan:

Except to the extent that a Holder of an Allowed Term Claim agrees to less favorable treatment, in

exchange for full and final satisfaction, settlement, release, and discharge of each Term Claim, on

the Effective Date, each Holder of an Allowed Term Claim shall receive, in full and final satisfaction

of its Term A Claims, its Pro Rata Share of 100% of the New Common Equity, subject to dilution

by the New Warrants, the DIP Fee, and the Management Incentive Plan. The Application of

Proceeds provision set forth in Section 7.04 of the Term Credit Agreement shall remain in full force

and effect and govern any distributions made pursuant to the Plan, including the distribution of New

Common Equity in accordance hereto.


18

e. Voting: Class 4 is Impaired, and Holders of Class 4 Term Claims are entitled to vote to

accept or reject the Plan.

5. Class 5 — General Unsecured Claims

a. Classification: Class 5 consists of all General Unsecured Claims.

b. Treatment: Except to the extent that a Holder of an Allowed General Unsecured Claim

agrees to a less favorable treatment of its Allowed Claim, in exchange for full and final

satisfaction, settlement, release, and discharge of each Allowed General Unsecured Claim,

each Holder of an Allowed General Unsecured Claim (other than any Sponsor Claims or

other Claims arising from the ownership of any instrument evidencing an ownership

interest in a Debtor) shall have its Claim Reinstated as of the Effective Date as an obligation

of the applicable Reorganized Debtor and shall be satisfied in full 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 5 is Unimpaired, and Holders of Class 5 General Unsecured Claims are

conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the

Bankruptcy Code. Therefore, Holders of Class 5 General Unsecured Claims are not

entitled to vote to accept or reject the Plan.

6. Class 6 — Intercompany Claims

a. Classification: Class 6 consists of all Intercompany Claims.

b. Treatment: On the Effective Date, Intercompany Claims shall be Reinstated,

compromised, or cancelled at the election of the Debtors or the Reorganized Debtors, as

applicable.

c. Voting: Holders of Claims in Class 6 are conclusively deemed to have accepted or rejected

the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code,

respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.

7. Class 7 — Intercompany Interests

a. Classification: Class 7 consists of all Intercompany Interests.

b. Treatment: On the Effective Date, Intercompany Interests shall be Reinstated,

compromised, or cancelled at the election of the Debtors or the Reorganized Debtors, as

applicable.

c. Voting: Holders of Class 7 Intercompany Interests are conclusively deemed to have

accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the

Bankruptcy Code, respectively. Therefore, Holders of Intercompany Interests are not

entitled to vote to accept or reject the Plan.

8. Class 8 — Equity Interests in APC

a. Classification: Class 8 consists of all Equity Interests in APC.

b. Treatment: On the Effective Date, all Equity Interests in APC shall be deemed cancelled

and extinguished and shall be of no further force and effect, whether surrendered for

cancellation or otherwise, and there shall be no distributions to Holders of Equity Interests

in APC on account of any such Interests.

c. Voting: Class 8 is Impaired, and Holders of Class 8 Equity Interests are conclusively

deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.


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C. Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized

Debtors’ rights with respect to any Unimpaired Claim, including all legal and equitable defenses to or setoffs or

recoupments against any such Unimpaired Claim.

D. 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 deemed accepted by the Holders of such Claims or

Interests in such Class.

E. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests or any Class thereof is Impaired, the Bankruptcy

Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

F. Confirmation Pursuant to Section 1129(a)(10) and Section 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 an Impaired Class of Claims. The Debtors shall seek Confirmation pursuant to section 1129(b) of the

Bankruptcy Code with respect to any rejecting Class of Claims or Interests.

G. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Interests and the respective

distributions and treatments under the Plan shall 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, contract (including the Term

Credit Agreement), 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.

H. Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a

Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be

deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining

acceptances or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

I. Intercompany Interests

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being

received by Holders of such Intercompany Interests, but rather only for the purposes of administrative convenience.

Article IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Substantive Consolidation

The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only

and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the

substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan;

provided that the Reorganized Debtors may consolidate Allowed Claims on a per Class basis for voting purposes.


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B. General Settlement of Claims and Interests

As discussed further in the Disclosure Statement and as otherwise provided herein, pursuant to section 1123

of the Bankruptcy Code and Bankruptcy Rule 9019 (with respect to the parties that entered into the Restructuring

Support Agreement) 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 Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that

Holders of Claims or Interests might have with respect to any Claim or Interest under the Plan. Distributions made to

Holders of Allowed Claims in any Class are intended to be final.

C. Restructuring Transactions

1. Restructuring Transactions

On the Effective Date, the Debtors, the Reorganized Debtors, or any other entities may take all actions as

may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to

effectuate the Plan (subject to the Restructuring Support Agreement), including: (a) the execution and delivery of

appropriate agreements or other documents of merger, consolidation, or reorganization containing terms that are

consistent with the terms of the Plan and that satisfy the requirements of applicable law; (b) the execution and delivery

of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or

obligation on terms consistent with the terms of the Plan; (c) the filing of appropriate certificates of incorporation,

merger, or consolidation with the appropriate governmental authorities pursuant to applicable law; and (d) all other

actions that the Debtors or the Reorganized Debtors, as applicable, and the Requisite Consenting Term Loan Lenders

determine are necessary or appropriate.

The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 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.

2. Exit Facilities

On the Effective Date, the Exit Facilities Documents and Alternate Term Exit Facility Documents (as

applicable) shall constitute legal, valid, binding, and authorized obligations of either the Reorganized Debtors or the

Debtors, as applicable, and following the consummation of the Restructuring Transactions, the Exit Facilities

Documents and Alternate Term Exit Facility Document (as applicable) shall constitute legal, valid, binding, and

authorized obligations of the applicable Reorganized Debtors, enforceable in accordance with their terms. The

financial accommodations to be extended pursuant to the Exit Facilities Documents and Alternate Term Exit Facility

Documents (as applicable) are being extended and shall be deemed to have been extended in good faith and for

legitimate business purposes and are reasonable and shall not be subject to avoidance, recharacterization, or

subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential

transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable non-

bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the

Exit Facilities Documents and Alternate Term Exit Facility Documents (as applicable) (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 Exit Facilities Documents and Alternate Term Exit Facility Documents (as

applicable), (c) shall be deemed automatically perfected on the Effective Date (without any further action being

required by the Debtors, the Reorganized Debtors, as applicable, the applicable agent, or any of the applicable lenders),

having the priority set forth in the Exit Facilities Documents and Alternate Term Exit Facility Documents (as

applicable) and subject only to such Liens and security interests as may be permitted under the Exit Facilities

Documents and Alternate Term Exit Facility Documents (as applicable), and (d) shall not be subject to avoidance,

recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not

constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or

any applicable non-bankruptcy law. The Debtors, the Reorganized Debtors, as applicable, and the Entities granted

such Liens and security interests are 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, provincial, federal, or other law (whether domestic or foreign) 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


21

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.

3. New Equity

On the Effective Date, a Reorganized Debtor entity (as determined in accordance with the terms and

conditions of the Restructuring Support Agreement) shall issue or reserve for issuance all of the New Equity issued

or issuable in accordance with the terms herein, subject to dilution on the terms described herein and in the

Restructuring Support Agreement. The (a) issuance of the New Equity for distribution pursuant to the Plan, and (b) the

New Common Equity issuable upon exercise of the New Warrants issued under the Plan, are authorized without the

need for further corporate action, and all of the shares of New Common Equity issued or issuable pursuant to the Plan

shall be duly authorized, validly issued, fully paid, and non-assessable.

D. Corporate Existence

Except as otherwise provided in the Plan or the Restructuring Transactions Memorandum, each Debtor shall

continue to exist as of 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 bylaws (or other formation documents) in

effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation

documents) are amended by the Plan or otherwise, and to the extent such documents are amended, such documents

are deemed to be pursuant to the Plan and require no further action or approval.

E. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated

herein, 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, 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.

F. Cancellation of Agreements, Security Interests, and Other Interests

On the Effective Date, except to the extent otherwise provided herein (including with respect to Unimpaired Claims

and all Executory Contracts and Unexpired Leases to be assumed pursuant to this Plan), all notes, instruments,

certificates, and other documents evidencing Claims or Interests, including the Secured Lender Claims, Sponsor

Claims, and the Interests in APC, shall be cancelled and the obligations of the Debtors or the Reorganized Debtors

and any non-Debtor Affiliates thereunder or in any way related thereto shall be discharged, the Agents thereunder

shall be discharged from all obligations thereunder, and all security interests and/or Liens granted under the ABL

Facility and the Term Credit Facility and/or any other Secured Claims shall be automatically released, discharged,

terminated, and of no further force and effect; provided that, notwithstanding Confirmation or the occurrence of the

Effective Date, any credit document or agreement that governs the rights of any Holder of a Claim or Interest shall

continue in effect solely for purposes of (1) allowing Holders of Allowed Claims or Interests to receive distributions

under the Plan; (2) allowing and preserving the rights of the Agents or representative of Holders of Claims or Interests,

as applicable, to make distributions on account of Allowed Claims or Interests, as provided herein; and (3) preserving

any rights of the Term Agent and any respective predecessor thereof under the Term Credit Agreement (and related

documents), including as against any money or property distributable to Term Loan Lenders, and any priority in

respect of payment of fees, expenses, or indemnification and the right to exercise any charging lien. Except as

provided in the Plan, on the Effective Date, the DIP Agents and Term Agent, and their respective agents, successors

and assigns shall be automatically and fully discharged of all their duties and obligations associated with the DIP

Facility Documents and the Term Credit Agreement (and related documents), as applicable. The commitments and

obligations (if any) of the Term Loan Lenders and/or the DIP Lenders to extend any further or further or future credit

or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective


22

successors or assigns under the DIP Facilities Documents or the Term Credit Agreement (and related documents), as

applicable, shall fully terminate and be of no further force or effect on the Effective Date. To the extent that any

provision of the DIP Credit Agreements or DIP Order are of a type that survives repayment of the subject indebtedness,

such provisions shall remain in effect notwithstanding satisfaction of the DIP Facilities Claims.

G. Sources for Plan Distributions and Transfers of Funds Among Debtors

The Debtors shall fund distributions under the Plan with cash on hand, the proceeds of the Exit Facilities and

Alternate Term Exit Facility (as applicable) and by the issuance of the New Equity. The Reorganized Debtors will be

entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable

the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in

intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the

Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in

any post-Effective Date agreement (including the Exit Facilities Documents, Alternate Term Exit Facility Documents

(as applicable), the New Common Equity Documents, the New Warrants Documents, and any other documents,

agreements, or instruments relating to the New Equity), shall have the right and authority without further order of the

Bankruptcy Court to raise additional capital and obtain additional financing as the boards of directors of the applicable

Reorganized Debtors deem appropriate.

H. New Equity Documents

On the Effective Date, the parent company of the Reorganized Debtors and the Holders of the New Equity

shall enter into the New Equity Documents in substantially the form included in the Plan Supplement. The New

Equity Documents shall be deemed to be valid, binding, and enforceable in accordance with their terms, and each

holder of the New Equity shall be bound thereby, in each case without the need for execution by any party thereto

other than the parent company of the Reorganized Debtors.

I. Exemption from Registration Requirements

The offering, issuance, and distribution of any Securities, including the New Equity, pursuant to the Plan,

shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act pursuant to

section 1145 of the Bankruptcy Code. Except as otherwise provided in the Plan or the governing and organizational

documents, any and all New Common Equity and New Warrants issued under the Plan will be freely tradable under

the Securities Act by the recipients thereof, subject to: (1) 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 state or foreign securities laws, if any, and any rules and regulations of the SEC, if any, applicable at the

time of any future transfer of such Securities or instruments, including any such restrictions in the New Equity

Documents; (2) the restrictions, if any, on the transferability of such Securities and instruments; and (3) any other

applicable regulatory approval.

The offering, issuance and distribution of New Common Equity and the New Warrants pursuant to the Plan

shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act pursuant to

section 4(a)(2) of the Securities Act and/or another exemption from registration under the Securities Act. Any and all

such Securities shall be deemed “restricted securities” that may not be offered, sold, exchanged, assigned, or otherwise

transferred unless they are registered under the Securities Act or an exemption from registration under the Securities

Act is available and in compliance with any applicable state or foreign securities laws.

J. Organizational Documents

Subject to Article V.D of this Plan, the Reorganized Debtors shall enter into such agreements and amend

their corporate governance documents to the extent necessary to implement the terms and provisions of the Plan.

Pursuant to section 1123(a)(6) of the Bankruptcy Code, the organizational documents of each of the Reorganized

Debtors will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors

may amend and restate their respective organizational documents, and the Reorganized Debtors may file their

respective certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other


23

constituent documents as permitted by the laws of the respective states, provinces, or countries of incorporation and

the organization documents of each of the Reorganized Debtors.

K. Exemption from Certain Transfer Taxes and Recording Fees

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfer from a Debtor to a

Reorganized Debtor or to any Entity pursuant to, in contemplation of, or in connection with the Plan or pursuant to:

(1) the issuance, distribution, transfer, or exchange of any debt, securities, or other interest in the Debtors or the

Reorganized Debtors; (2) the creation, modification, consolidation, or recording of any mortgage, deed of trust or

other security interest, or the securing of additional indebtedness by such or other means; (3) the making, assignment,

or recording of any lease or sublease; or (4) 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 the appropriate

state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment

and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of

any such tax or governmental assessment.

L. Directors and Officers of the Reorganized Debtors

1. The New Board

The New Board will initially consist of nine (9) members, including the then-serving chief executive officer

and eight (8) other members who will be designated in accordance with the terms of the Restructuring Support

Agreement and the New Equity Documents. The identity of the New Board members will be disclosed in the Plan

Supplement or at or prior to the Confirmation Hearing to the extent not known. The existing directors of each of the

Debtors’ subsidiaries shall remain in their current capacities as directors of the applicable Reorganized Debtor, subject

to the Restructuring Support Agreement, until replaced or removed in accordance with the organizational documents

of the applicable Reorganized Debtors.

2. Senior Management

On the Effective Date, the officers of the Reorganized Debtors shall be substantially the same and their

employment shall be subject to the ordinary rights and powers of the New Board to remove or replace them in

accordance with the Reorganized Debtors’ organizational documents and any applicable employment agreements that

are assumed pursuant to the Plan.

M. Directors and Officers Insurance Policies

Notwithstanding anything in the Plan to the contrary, each of the D&O Liability Insurance Policies in

existence as of the Effective Date (including a six-year “tail policy” in favor of the D&O Indemnified Persons as

defined below) shall be reinstated and, to the extent applicable, the Reorganized Debtors shall be deemed to have

assumed all of the Debtors’ D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code

effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval

of the Reorganized Debtors’ foregoing assumption of the unexpired D&O Liability Insurance Policies.

Notwithstanding anything to the contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair,

or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance

Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been

assumed by the Debtors under the Plan as to which no Proof of Claim need be filed.

In addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the

coverage under any D&O Liability Insurance Policies (including a six-year “tail policy” purchased prior to the Petition

Date) in effect on the Petition Date, with respect to conduct occurring prior thereto, and all directors and officers of

the Debtors who served in such capacity on or at any time prior to the Effective Date shall be entitled to the full


24

benefits of any such policy for the full term of such policy regardless of whether such directors and officers remain in

such positions after the Effective Date.

N. Other Insurance Policies

On the Effective Date, each of the Debtors’ insurance policies in existence as of the Effective Date shall be

Reinstated and continued in accordance with their terms and, to the extent applicable, shall be deemed assumed by

the applicable Reorganized Debtor pursuant to section 365 of the Bankruptcy Code and Article V of this Plan. Nothing

in the Plan shall affect, impair, or prejudice the rights of the insurance carriers, the insureds, or the Reorganized

Debtors under the insurance policies in any manner, and such insurance carriers, the insureds, and Reorganized

Debtors shall retain all rights and defenses under such insurance policies. The insurance policies shall apply to and

be enforceable by and against the insureds and the Reorganized Debtors in the same manner and according to the same

terms and practices applicable to the Debtors, as existed prior to the Effective Date.

O. Preservation of Rights of Action

In accordance with section 1123(b) of the Bankruptcy Code but subject to the releases set forth in Article IX

of this Plan, all Causes of Action that a Debtor may hold against any Entity shall vest in the applicable Reorganized

Debtor on the Effective Date. Thereafter, the Reorganized Debtors shall have the exclusive right, authority, and

discretion to determine, initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to

judgment any such Causes of Action, whether arising before or after the Petition Date, and to decline to do any of the

foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the

Bankruptcy Court. Subject to the releases set forth in Article IX of this Plan, no Entity may rely on the absence

of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any specific Cause of

Action as any indication that the Debtors or Reorganized Debtors, as applicable, will not pursue any and all

available Causes of Action. The Debtors or Reorganized Debtors, as applicable, expressly reserve all rights to

prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan,

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 any Cause of Action upon, after,

or as a consequence of the Confirmation or the occurrence of the Effective Date.

P. Corporate Action

Subject to the Restructuring Support Agreement, upon the Effective Date, all actions contemplated by the

Plan and the Restructuring Transactions Memorandum shall be deemed authorized, approved, and, to the extent taken

prior to the Effective Date, ratified without any requirement for further action by Holders of Claims or Interests,

directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other Entity, including: (1)

assumption of Executory Contracts and Unexpired Leases; (2) selection of the directors, managers, and officers for

the Reorganized Debtors; (3) the execution of and entry into the Exit Facilities Documents, Alternate Term Exit

Facility Documents (as applicable), the New Common Equity Documents, and the New Warrants Documents; (4) the

issuance and distribution of the New Equity as provided herein; and (5) all other acts or actions contemplated or

reasonably necessary or appropriate to promptly consummate the transactions contemplated by the Plan (whether to

occur before, on, or after the Effective Date). All matters provided for in the Plan involving the company structure of

the Debtors and any company action required by the Debtors in connection therewith shall be deemed to have occurred

on and shall be in effect as of the Effective Date without any requirement of further action by the security holders,

directors, managers, authorized persons, or officers of the Debtors.

On or prior to the Effective Date, the appropriate officers, directors, managers, or authorized persons of the

Debtors (including any president, vice-president, chief executive officer, treasurer, general counsel, or chief financial

officer thereof) shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities,

certificates of incorporation, certificates of formation, bylaws, operating agreements, and instruments contemplated

by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf

of the Debtors or the Reorganized Debtors, as applicable, including (1) the Exit Facilities Documents, Alternate Term

Exit Facility Documents (as applicable), the New Common Equity Documents, and the New Warrants Documents

and (2) any and all other agreements, documents, securities, and instruments relating to the foregoing. The

authorizations and approvals contemplated by the Plan shall be effective notwithstanding any requirements under non-

bankruptcy law.


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Q. Effectuating Documents; Further Transactions

Prior to, on, and after the Effective Date, the Debtors and Reorganized Debtors and the directors, managers,

officers, authorized persons, and members of the boards of directors or managers and directors 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 provisions of the Plan, the Exit Facilities Documents, Alternate Term Exit Facility Documents (as

applicable), the New Common Equity Documents, the New Warrants Documents, and any securities issued pursuant

to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals,

authorizations, actions, or consents except for those expressly required pursuant to the Plan or the Restructuring

Support Agreement.

R. Management Incentive Plan

Effective as of the Effective Date, shares will be reserved for continuing employees of the Debtors and

members of the New Board, providing for up to 10% of the New Common Equity issued and outstanding on the

Effective Date (on a fully diluted basis and fully distributed basis). The New Board will determine the amount and

form or forms of incentive interests to be granted upon the Effective Date and the terms and conditions of such awards.

S. Workers’ Compensation Programs

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and the Reorganized Debtors

shall continue to honor their obligations under (1) all applicable workers’ compensation laws in states in which the

Reorganized Debtors operate and (2) the Debtors’ written contracts, agreements, agreements of indemnity,

self-insured workers’ compensation bonds, policies, programs, and plans, in each case, for workers’ compensation

and workers’ compensation insurance. Nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or

Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law with respect

to any such contracts, agreements, policies, programs, and plans; provided that nothing herein shall be deemed to

impose any obligations on the Debtors in addition to what is provided for under applicable state law.

Article V.

TREATMENT OF EXECUTORY CONTRACTS

AND UNEXPIRED LEASES; EMPLOYEE BENEFITS; AND INSURANCE POLICIES

A. Assumption of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided in the Plan or in any contract, instrument, release,

indenture, or other agreement or document entered into in connection with the Plan, all Executory Contracts and

Unexpired Leases shall be deemed assumed without the need for any further notice to or action, order, or approval of

the Bankruptcy Court as of the Effective Date under section 365 of the Bankruptcy Code; provided that the

Restructuring Support Agreement shall be deemed assumed as of the Confirmation Date; provided, further, that, upon

the occurrence of the Effective Date, the Restructuring Support Agreement will terminate in accordance with its terms.

Entry of the Confirmation Order shall constitute a Bankruptcy Court Final Order approving the assumption

or assumption and assignment, as applicable, of such Executory Contracts or Unexpired Leases as set forth in the Plan,

pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, the assumption or

assumption and assignment of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the

Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or a Bankruptcy Court

Final Order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the

applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified

in the Plan or any Final Order of the Bankruptcy Court authorizing and providing for its assumption under applicable

federal law.

To the maximum extent permitted by law, 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, purports to restrict or

prevent, or is breached or deemed breached by the assumption or assumption and assignment of such Executory


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Contract or Unexpired Lease (including any “change of control” provision), such provision shall be deemed modified

such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such

Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

B. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases

Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the

Plan 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 or in the ordinary course of business, subject to the limitation described below, or on such

other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a

dispute regarding (1) the amount of any payments to cure such a default, (2) 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) under the Executory Contract or Unexpired Lease to be assumed, or (3) any other matter pertaining

to assumption, the Bankruptcy Court shall hear such dispute prior to the assumption becoming effective. The cure

payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order or

orders resolving the dispute and approving the assumption and shall not prevent or delay implementation of the Plan

or the occurrence of the Effective Date.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and payment

of the applicable cure amount shall result in the full release, satisfaction, and waiver of any 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.

C. Contracts and Leases Entered into After the Petition Date

Contracts and leases 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 Debtor or Reorganized Debtor liable

thereunder in the ordinary course of its business. Accordingly, such contracts and leases (including any assumed

Executory Contracts and Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.

D. Indemnification and Reimbursement Obligations

On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will

survive the effectiveness of the Plan, and the Reorganized Debtors’ governance documents will provide for the

indemnification, defense, reimbursement, exculpation, and/or limitation of liability of and advancement of fees and

expenses to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, direct or indirect

equityholders, employees, and agents (each, a “D&O Indemnified Person”) to the fullest extent permitted by law and

at least to the same extent as the certificate of incorporation, bylaws, or similar organizational documents of each of

the respective Debtors as of the Petition Date, against any claims or Causes of Action whether direct or derivative,

liquidated or unliquidated, fixed, or contingent, disputed or undisputed, matured or unmatured, known or unknown,

foreseen or unforeseen, asserted or unasserted. None of the Reorganized Debtors shall amend and/or restate its

certificate of incorporation, bylaws, or similar organizational document before or after the Effective Date to terminate

or materially adversely affect (1) any of the Reorganized Debtors’ obligations referred to in the immediately preceding

sentence or (2) the rights of such D&O Indemnified Persons referred to in the immediately preceding sentence.

Notwithstanding anything to the contrary herein, the Reorganized Debtors shall not be required to indemnify the D&O

Indemnified Persons for any claims or Causes of Action for which indemnification is barred under applicable law, the

Debtors’ organizational documents, or applicable agreements governing the Debtors’ indemnification obligations.

For the avoidance of doubt, each Debtor shall continue after the Effective Date, to the fullest extent permitted

by applicable law, to (i) indemnify and hold harmless (and release from any liability to the Debtors), the D&O

Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts

paid in settlement (collectively, “D&O Costs”) in respect of any threatened, pending or completed claim, action, suit

or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact

that such D&O Indemnified Person is or was a director or officer of any Debtor arising out of acts or omissions

occurring on or prior to the Effective Date (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified

Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances


27

where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably

detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be

advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified

Person is not entitled to indemnification. Any D&O Indemnifiable Claims will continue until such D&O Indemnifiable

Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable

Claim are fully satisfied. For the purposes of this paragraph, “D&O Expenses” will include attorneys' fees and all

other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or

participating in (including on appeal), or preparing to defend, to be a witness in or participate in any D&O

Indemnifiable Claim, but will exclude losses, claims, damages, judgments and amounts paid in settlement (which

items are included in the definition of D&O Costs).

On and as of the Effective Date, any of the Debtors’ indemnification obligations with respect to any contract

or agreement that is the subject of or related to any litigation against the Debtors or Reorganized Debtors (including

any indemnification obligation under the Equity Purchase Agreement dated March 28, 2017 by and among AP Exhaust

Holdings, LLC, Harvest APC Holdings LLC and AG Grey Goose Holdings, LLC), as applicable, shall be assumed by

the Reorganized Debtors and otherwise remain unaffected by the Chapter 11 Cases; provided that the Reorganized

Debtors shall not indemnify the Debtors’ directors for any claims or causes of action for which indemnification is

barred under applicable law, the Debtors’ organizational documents, or applicable agreements governing the Debtors’

indemnification obligations.

E. Employee Compensation and Benefits

Subject to the provisions of the Plan and the Restructuring Support Agreement, all Compensation and

Benefits Programs shall be treated as Executory Contracts under the Plan and deemed assumed on the Effective Date

pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code; provided that with respect to

management, any provision relating to equity-based awards, including any termination-related provisions with respect

to equity based awards, will be replaced and superseded in its entirety by the Management Incentive Plan. The

Reorganized Debtors shall honor, in the ordinary course of business, Claims of employees employed as of the Effective

Date for accrued vacation time arising prior to the Petition Date and not otherwise paid pursuant to a Bankruptcy

Court order.

Any assumption of Compensation and Benefits Programs pursuant to the terms herein shall not be deemed

to trigger any applicable change of control, immediate vesting, termination, or similar provisions therein. No

counterparty shall have rights under a Compensation and Benefits Program assumed pursuant to the Plan other than

those applicable immediately prior to such assumption.

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 Executory Contracts and Unexpired Leases related thereto, if any,

including 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.

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.

G. Reservation of Rights

Except with respect to the Restructuring Support Agreement, nothing contained in the Plan or the Plan

Supplement shall constitute an admission by the Debtors or any other party that any such contract or lease is in fact

an Executory Contract or Unexpired Lease or that any Reorganized Debtor 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, the Debtors

or the Reorganized Debtors, as applicable, shall have thirty (30) calendar days following entry of a Final Order

resolving such dispute to alter their treatment of such contract or lease, including by rejecting such contract or lease

nunc pro tunc to the Confirmation Date, except as otherwise provided in such Final Order.


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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, unless such deadline(s) have expired.

Article VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in the Plan, on the Effective Date, the Debtors shall distribute the full amount of

the distributions that the Plan provides for the ABL Claims, Term A Claims, and Term B Claims, and all other Holders

of Allowed Claims or Interests shall receive on the Effective Date (or, if a Claim or Interest is not an Allowed Claim

or Interest on the Effective Date, on the date that such Claim becomes an Allowed Claim or Interest) or as soon as

reasonably practicable thereafter (or, in the case of Allowed General Unsecured Claims, in accordance with the terms

and conditions of the particular transaction giving rise to such Allowed General Unsecured Claims), the full amount

of the distributions that the Plan provides for such Allowed Claims or Interests, in each applicable Class, and in the

manner provided in the Plan. If any payment or act under the Plan is required to be made or performed on a date that

is not a Business Day, then the making of such payment or the performance of such act may be completed on the next

succeeding Business Day but shall be deemed to have been completed as of the required date. If and to the extent that

there are any Disputed Claims or Interests, distributions on account of any such Disputed Claims or Interests shall be

made pursuant to the provisions set forth in Article VII of this Plan.

B. Delivery of Distributions

1. Delivery of Distributions on Account of ABL DIP Facility Claims

The ABL DIP Agent shall be deemed to be the Holder of any and all ABL DIP Facility Claims for purposes

of distributions to be made hereunder, and any distributions on account of such ABL DIP Facility Claims shall be

made to the ABL DIP Agent. As soon as practicable following compliance with the requirements set forth in Article

VI of this Plan, the ABL DIP Agent shall arrange to deliver or direct the delivery of such distributions to or on behalf

of the Holders of ABL DIP Facility Claims in accordance with the terms of the ABL DIP Facility, subject to any

modifications to such distributions in accordance with the terms of the Plan. Notwithstanding anything in the Plan to

the contrary and without limiting the exculpation and release provisions of the Plan, the ABL DIP Agent shall not

have any liability to any Entity with respect to distributions made or directed to be made by the ABL DIP Agent.

2. Delivery of Distributions on Account of Term DIP Facility Claims

Distributions on account of the Term DIP Facility Claims shall be made by the Debtors directly to the holders

of such Holders of Term DIP Facility Claims. As soon as practicable following compliance with the requirements set

forth in Article IV of this Plan, the Debtors shall deliver such distributions to the Holders of Term DIP Facility Claims.

Notwithstanding anything in the Plan to the contrary and without limiting the exculpation and release provisions of

the Plan, the Term DIP Agent shall not have any liability to any Entity with respect to distributions made or directed

to be made by the Term DIP Agent.

3. Delivery of Distributions on Account of ABL Claims

The ABL Agent shall be deemed to be the Holder of all Allowed ABL Claims for purposes of distributions

to be made hereunder, and all distributions on account of such Allowed Claims shall be made to the ABL Agent. As

soon as practicable following compliance with the requirements set forth in Article VI of this Plan, if applicable, the

ABL Agent shall arrange to deliver or direct the delivery of such distributions to or on behalf of the Holders of Allowed

ABL Claims in accordance with the terms of the ABL Credit Agreement and the Plan. Notwithstanding anything in

the Plan to the contrary and without limiting the exculpation and release provisions of the Plan, the ABL Agent shall

not have any liability to any Entity with respect to distributions made or directed to be made by the ABL Agent.


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4. Delivery of Distributions on Account of Term Claims

Distributions on account of all Allowed Term Claims shall be made by the Debtors directly to the holders of

such Allowed Term Claims. As soon as practicable following compliance with the requirements set forth in Article

IV of this Plan, the Debtors shall deliver such distributions to the Holders of Allowed Term Claims. Notwithstanding

anything in the Plan to the contrary and without limiting the exculpation and release provisions of the Plan, the Term

Agent shall not have any liability to any Entity with respect to distributions made or directed to be made by the Term

Agent.

5. Distributions by Distribution Agents

The Debtors and the Reorganized Debtors, as applicable, shall have the authority to enter into agreements

with one or more Distribution Agents to facilitate the distributions required hereunder. To the extent the Debtors and

the Reorganized Debtors, as applicable, determine to utilize a Distribution Agent to facilitate the distributions under

the Plan to Holders of Allowed Claims, any such Distribution Agent would first be required to: (a) affirm its obligation

to facilitate the prompt distribution of any documents; (b) affirm its obligation to facilitate the prompt distribution of

any recoveries or distributions required under the Plan; (c) waive any right or ability to setoff, deduct from, or assert

any lien or encumbrance against the distributions required under the Plan to be distributed by such Distribution Agent;

and (d) post a bond, obtain a surety, or provide some other form of security for the performance of its duties, and the

costs and expenses of procuring such forms of security shall be borne by the Debtors or the Reorganized Debtors, as

applicable.

The Debtors or the Reorganized Debtors, as applicable, shall pay to the Distribution Agents all reasonable

and documented fees and expenses of the Distribution Agents without the need for any approvals, authorizations,

actions, or consents. The Distribution Agents shall submit detailed invoices to the Debtors or the Reorganized

Debtors, as applicable, for all fees and expenses for which the Distribution Agent seeks reimbursement, and the

Debtors or the Reorganized Debtors, as applicable, shall pay those amounts that they, in their sole discretion, deem

reasonable, and shall object in writing to those fees and expenses, if any, that the Debtors or the Reorganized Debtors,

as applicable, deem to be unreasonable. In the event that the Debtors or the Reorganized Debtors, as applicable, object

to all or any portion of the amounts requested to be reimbursed in a Distribution Agent’s invoice, the Debtors or the

Reorganized Debtors, as applicable, and such Distribution Agent shall endeavor, in good faith, to reach mutual

agreement on the amount of the appropriate payment of such disputed fees and/or expenses. In the event that the

Debtors or the Reorganized Debtors, as applicable, and a Distribution Agent are unable to resolve any differences

regarding disputed fees or expenses, either party shall be authorized to move to have such dispute heard by the

Bankruptcy Court.

6. Fractional Distributions

Whenever any distribution of a fractional share of New Equity under the Plan would otherwise be called for,

the actual distribution will reflect a rounding of such fraction to the nearest whole share of New Equity (up or down),

with half shares of New Equity or less being rounded down. The total number of authorized shares of New Common

Equity or of the New Warrants, as applicable, shall be adjusted as necessary to account for the foregoing rounding.

7. Undeliverable Distributions

If any distribution to a Holder of an Allowed Claim made in accordance herewith is returned to the

Reorganized Debtors (or their 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 such undelivered distribution shall be made to such Holder within

ninety (90) days of receipt of such Holder’s then-current address or other necessary information; provided that any

such undelivered distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the

expiration of six (6) months from the later of (a) the Effective Date and (b) the date of the initial attempted distribution.

After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically

and without need for a further order by the Bankruptcy Court (notwithstanding any applicable non-bankruptcy escheat,

abandoned, or unclaimed property laws to the contrary), and the right, title, and interest of any Holder to such property

or interest in property shall be discharged and forever barred.


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C. Manner of Payment

At the option of the Distribution Agent, any Cash payment to be made under the Plan may be made by check

or wire transfer or as otherwise required or provided in applicable agreements.

D. No Postpetition or Default Interest on Claims

Unless otherwise specifically provided for in the Plan or the Confirmation Order and notwithstanding any

documents that govern the Debtors’ prepetition indebtedness to the contrary, (1) postpetition and/or default interest

shall not accrue or be paid on any Claims, and (2) no Holder of a Claim shall be entitled to (a) interest accruing on or

after the Petition Date on any such Claim or (b) interest at the contract default rate, each as applicable.

E. Compliance with Tax Requirements/Allocations

In connection with the Plan, to the extent applicable, the Debtors, Reorganized Debtors, and other applicable

withholding and reporting agents shall comply with all tax withholding and reporting requirements imposed on them

by any Governmental Unit, and all distributions pursuant hereto shall be subject to such withholding and reporting

requirements. Notwithstanding any provision in the Plan to the contrary, the Debtors, Reorganized Debtors, and other

applicable withholding and reporting agents 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 necessary to facilitate such distributions, or establishing any other

mechanisms they believe are reasonable and appropriate. The Debtors, Reorganized Debtors, and other applicable

withholding agents 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. For tax purposes,

distributions in full or partial satisfaction of Allowed Claims shall be allocated first to the principal amount of Allowed

Claims, with any excess allocated to unpaid interest that accrued on such Claims.

F. Surrender of Cancelled Instruments or Securities

On the Effective Date, each Holder of a certificate or instrument evidencing a Claim or an Equity Interest

shall be deemed to have surrendered such certificate or instrument to the Distribution Agent. Such surrendered

certificate or instrument shall be cancelled solely with respect to the Debtors, and such cancellation shall not alter the

obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such certificate or instrument,

including with respect to any indenture or agreement that governs the rights of the Holder of a Claim or Equity Interest,

which shall continue in effect for purposes of allowing Holders to receive distributions under the Plan, charging liens,

priority of payment, and indemnification rights. Notwithstanding anything to the contrary herein, this paragraph shall

not apply to certificates or instruments evidencing Claims that are Unimpaired under the Plan.

G. Claims Paid or Payable by Third Parties

1. Claims Payable by Insurance

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.

2. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance

with the provisions of any applicable insurance policy. Nothing contained in the Plan shall be deemed a waiver or

construed to impact, impair, affect, determine, release, waive, modify, limit, or expand: (i) any Cause of Action that

the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, (ii)

the terms and conditions of any applicable insurance policies, (iii) any rights, remedies, defenses to coverage, and

other defenses of any insurer under or for any insurance policies (including the right of any insurer to disclaim


31

coverage), nor otherwise alter any insurer’s existing indemnity payment obligations, or (iv) any rights of any Entity

with respect to any such insurance policies or insurers.

Article VII.

PROCEDURES FOR RESOLVING UNLIQUIDATED

AND DISPUTED CLAIMS OR EQUITY INTERESTS

A. Allowance of Claims and Interests

After the Effective Date, each of the Reorganized Debtors shall have and retain any and all rights and defenses

such Debtor had with respect to any Claim or Equity Interest immediately prior to the Effective Date. This Article

VII shall not apply to the DIP Facility Claims and the Secured Claims, which Claims shall be Allowed in full and will

not be subject to any avoidance, reductions, set off, offset, recharacterization, subordination (whether equitable,

contractual, or otherwise), counterclaims, cross-claims, defenses, disallowance, impairment, objection, or any other

challenges under any applicable law or regulation by any person or Entity. All settled Claims approved prior to the

Effective Date pursuant to a Final Order of the Bankruptcy Court pursuant to Bankruptcy Rule 9019 or otherwise shall

be binding on all parties.

B. Proofs of Claim

Holders of Claims and Interests need not file a Proof of Claim with the Bankruptcy Court and shall be subject

to the Bankruptcy Court process only to the extent provided in the Plan. On and after the Effective Date, except as

otherwise provided in the Plan, all Allowed Claims shall be satisfied in the ordinary course of business of the

Reorganized Debtors. The Debtors and the Reorganized Debtors, as applicable, shall have the exclusive authority to

file, settle, compromise, withdraw, or litigate to judgment any objections to Claims as permitted under the Plan. If

the Debtors or Reorganized Debtors dispute any Claim or Interest, such dispute shall be determined, resolved, or

adjudicated, as the case may be, in the manner as if the Chapter 11 Cases had not been commenced and shall survive

the Effective Date as if the Chapter 11 Cases had not been commenced; provided that the Debtors or Reorganized

Debtors may elect, at their sole option, to object to any Claim (other than Claims expressly Allowed by the Plan) and

to have the validity or amount of any Claim adjudicated by the Bankruptcy Court; provided, further, that Holders of

Claims and Administrative Claims may elect to resolve the validity or amount of any Claim in the Bankruptcy Court.

If a Holder makes such an election, the Bankruptcy Court shall apply the law that would have governed the dispute if

the Chapter 11 Cases had not been filed.

C. Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall

have the authority to (1) file, withdraw, or litigate to judgment, any objections to Claims or Interests and (2) settle or

compromise any Disputed Claim or Interest without any further notice to or action, order, or approval by the

Bankruptcy Court. For the avoidance of doubt, except as otherwise provided in the Plan, from and after the Effective

Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately

prior to the Effective Date with respect to any Disputed Claim or Interest, including the Causes of Action retained

pursuant to the Plan.

D. Estimation of Claims and Interests

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may (but are not

required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Interest that is contingent

or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party

previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection,

and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation

of any objection to any Claim or Interest or during the appeal relating to such objection. Notwithstanding any

provision otherwise in the Plan, a Claim that has been expunged but that either is subject to appeal or has not been the

subject of a Final Order shall be deemed to be estimated at zero ($0.00) dollars unless otherwise ordered by the

Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest,

that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan


32

(including for purposes of distributions), as determined by the Bankruptcy Court, and the relevant Reorganized Debtor

may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Interest.

E. Adjustment to Claims Without Objection

Any duplicate Claim or Interest or any Claim or Interest that has been paid, satisfied, amended, or superseded

may be adjusted or expunged by the Reorganized Debtors without the Reorganized Debtors having to file an

application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest,

and without any further notice to or action, order, or approval of the Bankruptcy Court, provided that the Debtors or

Reorganized Debtors shall promptly file a notice of the same, and serve such notice on the affected Holder of such

Claim or Interest.

F. Disallowance of Certain Claims

Any Claims held by Entities from which property is recoverable under section 542, 543, 550, or 553 of the

Bankruptcy Code or that is a transferee of a transfer avoidable under section 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

unless expressly Allowed pursuant to the Plan, and Holders of such Claims may not receive any distributions on

account of such Claims and Interests until such time as such Causes of Action against that Entity have been settled or

a Final Order of the Bankruptcy Court 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 Reorganized Debtors.

G. No Distributions Pending Allowance

Notwithstanding any other provision hereof, if any portion of a Claim or Interest is a Disputed Claim or

Interest, as applicable, no payment or distribution provided hereunder shall be made on account of such Claim or

Interest unless and until such Disputed Claim or Interest becomes an Allowed Claim or Interest.

H. Distributions After Allowance

To the extent that a Disputed Claim or Interest ultimately becomes an Allowed Claim or Interest, distributions

(if any) shall be made to the Holder of such Allowed Claim or Interest in accordance with the provisions of the Plan.

As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowing any

Disputed Claim or Interest becomes a Final Order, the Distribution Agent shall provide to the Holder of such Claim

or Interest the distribution (if any) to which such Holder is entitled under the Plan as of the Effective Date, without

any interest to be paid on account of such Claim or Interest.

I. No Interest

Interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date

to the date a final distribution is made on account of such Disputed Claim if and when such Disputed Claim becomes

an Allowed Claim.

Article VIII.

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date

The following are conditions precedent to the Effective Date that must be satisfied or waived in accordance

with the terms of the Restructuring Support Agreement and the Plan:

1. The Bankruptcy Court shall have approved the Disclosure Statement as containing adequate

information with respect to the Plan within the meaning of section 1125 of the Bankruptcy Code.

2. The Confirmation Order shall have been entered and shall be in full force and effect and such

Confirmation Order shall be a Final Order.


33

3. The Debtors shall have obtained any authorization, consents, regulatory approvals, rulings, or

documents that are necessary to implement and effectuate the Plan and each of the other transactions contemplated by

the Restructuring Transactions.

4. All actions, documents, certificates, and agreements necessary to implement this Plan shall have

been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable

Governmental Units in accordance with applicable laws.

5. All conditions precedent to the effectiveness of the Exit Facilities Documents and Alternate Term

Exit Facility Documents (as applicable) shall have been satisfied contemporaneously or duly waived.

6. All conditions precedent to the issuance of the New Common Equity, including the New Warrants,

shall have been satisfied or duly waived.

7. All documents and agreements necessary to implement the DOJ Settlement, which shall be in form

and substance reasonably acceptable to the Requisite Consenting Term Loan Lenders, shall have been executed and

tendered for delivery.

8. The DOJ Settlement shall be approved by the Bankruptcy Court and any required non-Bankruptcy

Court and subsequently finalized by the Debtors and the DOJ.

9. All documents and agreements necessary to implement the Plan shall have been executed and

tendered for delivery. All conditions precedent to the effectiveness of such documents and agreements shall have

been satisfied or waived pursuant to the terms thereof (or will be satisfied and waived substantially concurrently with

the occurrence of the Effective Date).

10. The final version of the Plan Supplement and all of the schedules, documents, and exhibits contained

therein and all other schedules, documents, supplements, and exhibits to the Plan shall be consistent with the

Restructuring Support Agreement and Article I.E of this Plan.

11. All of the other Definitive Documents not expressly set forth in Article VIII of this Plan shall have

been executed in accordance with section 3 of the Restructuring Support Agreement and Article I.E of this Plan.

12. The Restructuring Support Agreement shall not have been terminated in accordance with its terms

and shall be in full force and effect.

13. The Professional Fee Escrow Account shall have been established and funded.

14. All Accrued Professional Compensation Claims and expenses of Retained Professionals required to

be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses

after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval by the

Bankruptcy Court.

15. All invoiced reasonable and documented fees and out-of-pocket expenses payable pursuant to the

Restructuring Support Agreement, Article II.A.2.d of this Plan, or an order of the Bankruptcy Court shall have been

paid in full.

16. The Debtors and Reorganized Debtors, as applicable, shall have implemented the restructuring in a

manner consistent in all respects with the Plan and the Restructuring Support Agreement.

B. Effect of Non-Occurrence of Conditions to the Effective Date

If the Effective Date does not occur on or before the termination of the Restructuring Support Agreement,

then (1) the Plan shall be null and void in all respects, (2) any settlement or compromise embodied in the Plan,

assumption of Executory Contracts or Unexpired Leases effected under the Plan, and document or agreement executed

pursuant to the Plan shall be deemed null and void, and (3) nothing contained in the Plan, the Confirmation Order, or

the Disclosure Statement shall (a) constitute a waiver or release of any Claims, Interests, or Causes of Action, (b)


34

prejudice in any manner the rights of the Debtors or any other Entity, or (c) constitute an admission, acknowledgement,

offer, or undertaking of any sort by the Debtors or any other Entity.

C. Waiver of Conditions

The Debtors or the Reorganized Debtors, as applicable, subject to the Restructuring Support Agreement, may

waive any of the conditions to the Effective Date set forth above at any time, without any notice to 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 a proceeding to confirm the Plan.

Article IX.

RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Discharge of Claims and Termination of Interests; Compromise and Settlement of Claims, Interests, and

Controversies

Pursuant to and to the fullest extent permitted by section 1141(d) of the Bankruptcy Code and except as

otherwise specifically provided in the Plan, the distributions, rights, and treatments that are provided in the Plan shall

be in full and final satisfaction, settlement, release, and discharge, effective as of the Effective Date, of all Interests

and Claims of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date,

whether known or unknown, against, liabilities of, Liens on, obligations of, rights against the Debtors, the Reorganized

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 or Interests, including demands, liabilities, and Causes of Action that

arose before the Effective Date, 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: (1) a Proof of Claim or Interest is filed or deemed filed pursuant to

section 501 of the Bankruptcy Code; (2) a Claim or Interest is Allowed; or (3) the Holder of such Claim or Interest

has accepted the Plan. Except as otherwise provided herein, any default by the Debtors or their Affiliates with respect

to any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be

deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all

Claims and Interests subject to the Effective Date occurring, except as otherwise expressly provided in the Plan. For

the avoidance of doubt, nothing in this Article IX.A shall affect the rights of Holders of Claims and Interests to seek

to enforce the Plan, including the distributions to which Holders of Allowed Claims and Interests are entitled under

the Plan.

Pursuant to Bankruptcy Rule 9019 (with respect to the parties that entered into the Restructuring Support

Agreement) and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions

of the Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the

contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed

Claim or Interest or any distribution to be made on account of such Allowed Claim or Interest. The entry of the

Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such

Claims, Interests, and controversies as well as a finding by the Bankruptcy Court that such compromise or settlement

is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and

reasonable. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019 (with respect to the

parties that entered into the Restructuring Support Agreement), without any further notice to or action, order, or

approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle

Claims against the Debtors and their Estates and Causes of Action against other Entities.

B. Releases by the Debtors

NOTWITHSTANDING ANYTHING CONTAINED IN THE PLAN TO THE CONTRARY,

PURSUANT TO SECTION 1123(B) OF THE BANKRUPTCY CODE, FOR GOOD AND VALUABLE

CONSIDERATION, ON AND AFTER THE EFFECTIVE DATE, EACH RELEASED PARTY IS DEEMED

RELEASED AND DISCHARGED BY THE DEBTORS, THE REORGANIZED DEBTORS, AND THEIR

ESTATES FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION, WHETHER KNOWN OR

UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED ON BEHALF OF THE DEBTORS,


35

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 AGAINST, OR INTEREST IN,

A DEBTOR OR NON-DEBTOR AFFILIATE, BASED ON OR RELATING TO, OR IN ANY MANNER

ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS (INCLUDING THE MANAGEMENT,

OWNERSHIP, OR OPERATION THEREOF, OR OTHERWISE), ANY SECURITIES ISSUED BY THE

DEBTORS AND THE OWNERSHIP THEREOF, THE DEBTORS’ IN- OR OUT-OF-COURT

RESTRUCTURING EFFORTS, ANY AVOIDANCE ACTIONS (BUT EXCLUDING AVOIDANCE

ACTIONS BROUGHT AS COUNTERCLAIMS OR DEFENSES TO CLAIMS ASSERTED AGAINST THE

DEBTORS BY PARTIES OTHER THAN THE RELEASING PARTIES), INTERCOMPANY

TRANSACTIONS, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION,

DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT,

THE DISCLOSURE STATEMENT, THE DIP FACILITIES, THE DIP FACILITIES DOCUMENTS, THE

EXIT FACILITIES, THE EXIT FACILITIES DOCUMENTS, THE ALTERNATE TERM EXIT FACILITY

AND THE ALTERNATE TERM EXIT FACILITY DOCUMENTS (AS APPLICABLE), THE PLAN, THE

PLAN SUPPLEMENT, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT,

RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN

CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE

STATEMENT, THE DIP FACILITIES, THE EXIT FACILITIES, THE ALTERNATE TERM EXIT

FACILITY (AS APPLICABLE), THE PLAN, THE PLAN SUPPLEMENT, THE CHAPTER 11 CASES, THE

FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF THE

DIP FACILITIES, THE PURSUIT OF THE EXIT FACILITIES AND THE ALTERNATE TERM EXIT

FACILITY (AS APPLICABLE), 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 ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED 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 (A) ANY POST-EFFECTIVE

DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING

TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET

FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR (B) ANY

INDIVIDUAL OR EXCULPATED PARTY (WHETHER OR NOT AN INDIVIDUAL) FROM ANY CLAIM

OR CAUSES OF ACTION RELATED TO AN ACT OR OMISSION THAT IS DETERMINED IN A FINAL

ORDER BY A COURT OF COMPETENT JURISDICTION TO HAVE CONSTITUTED FELONY

CRIMINAL CONDUCT, ACTUAL INTENTIONAL FRAUD, WILLFUL MISCONDUCT, OR GROSS

NEGLIGENCE OF SUCH RELEASED PARTY OR EXCULPATED PARTY.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY

COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019 (WITH RESPECT TO THE PARTIES

THAT ENTERED INTO THE RESTRUCTURING SUPPORT AGREEMENT), OF THE DEBTOR

RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND

DEFINITIONS CONTAINED IN THE PLAN, AND FURTHER, SHALL CONSTITUTE THE

BANKRUPTCY COURT’S FINDING THAT THE DEBTOR RELEASE IS: (A) IN EXCHANGE FOR THE

GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES, INCLUDING,

WITHOUT LIMITATION, THE RELEASED PARTIES’ CONTRIBUTIONS TO FACILITATING THE

RESTRUCTURING AND IMPLEMENTING THE PLAN; (B) A GOOD FAITH SETTLEMENT AND

COMPROMISE OF THE CLAIMS RELEASED BY THE DEBTOR RELEASE; (C) IN THE BEST

INTERESTS OF THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS; (D) FAIR,

EQUITABLE, AND REASONABLE; (E) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY

FOR HEARING; AND (F) A BAR TO ANY OF THE DEBTORS, THE REORGANIZED DEBTORS, OR

THE DEBTORS’ ESTATES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT

TO THE DEBTOR RELEASE.


36

C. Releases by the Releasing Parties

NOTWITHSTANDING ANYTHING CONTAINED IN THE PLAN TO THE CONTRARY, 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 CLAIMS AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, 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 (INCLUDING THE MANAGEMENT, OWNERSHIP OR OPERATION THEREOF, OR

OTHERWISE), ANY SECURITIES ISSUED BY THE DEBTORS AND THE OWNERSHIP THEREOF, THE

DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, ANY AVOIDANCE ACTIONS,

INTERCOMPANY TRANSACTIONS, THE CHAPTER 11 CASES, THE FORMULATION,

PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING

SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITIES, THE DIP

FACILITIES DOCUMENTS, THE EXIT FACILITIES, THE EXIT FACILITIES DOCUMENTS, THE

ALTERNATE TERM EXIT FACILITY AND THE ALTERNATE TERM EXIT FACILITY DOCUMENTS

(AS APPLICABLE), THE PLAN, THE PLAN SUPPLEMENT, OR ANY RESTRUCTURING

TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT

CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT

AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITIES, THE EXIT FACILITIES, THE

ALTERNATE TERM EXIT FACILITY (AS APPLICABLE), THE PLAN, THE PLAN SUPPLEMENT, THE

CHAPTER 11 CASES, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION,

THE PURSUIT OF THE DIP FACILITIES, THE PURSUIT OF THE EXIT FACILITIES AND THE

ALTERNATE TERM EXIT FACILITY (AS APPLICABLE), 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 ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED

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 (A) ANY

POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY

RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT

(INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE

PLAN OR (B) ANY INDIVIDUAL OR EXCULPATED PARTY (WHETHER OR NOT AN INDIVIDUAL)

FROM ANY CLAIM OR CAUSES OF ACTION RELATED TO AN ACT OR OMISSION THAT IS

DETERMINED IN A FINAL ORDER BY A COURT OF COMPETENT JURISDICTION TO HAVE

CONSTITUTED FELONY CRIMINAL CONDUCT, ACTUAL INTENTIONAL FRAUD, WILLFUL

MISCONDUCT, OR GROSS NEGLIGENCE OF SUCH RELEASED PARTY OR EXCULPATED PARTY.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY

COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019 (WITH RESPECT TO THE PARTIES

THAT ENTERED INTO THE RESTRUCTURING SUPPORT AGREEMENT), OF THE THIRD-PARTY

RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND

DEFINITIONS CONTAINED HEREIN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY

COURT’S FINDING THAT THE THIRD-PARTY RELEASE IS: (A) CONSENSUAL; (B) ESSENTIAL TO

THE CONFIRMATION OF THE PLAN; (C) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE

CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (D) A GOOD FAITH SETTLEMENT

AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (E) IN THE

BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (F) FAIR, EQUITABLE, AND

REASONABLE; (G) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING;

AND (H) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF

ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE.


37

D. Exculpation

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN, NO EXCULPATED

PARTY SHALL HAVE OR INCUR LIABILITY FOR AND EACH EXCULPATED PARTY IS RELEASED

AND EXCULPATED FROM ANY CAUSE OF ACTION FOR ANY CLAIM RELATED TO ANY ACT OR

OMISSION IN CONNECTION WITH, RELATING TO, OR ARISING OUT OF, THE CHAPTER 11 CASES,

THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE

RESTRUCTURING SUPPORT AGREEMENT AND RELATED PREPETITION TRANSACTIONS, THE

DIP FACILITIES, THE DIP FACILITIES DOCUMENTS,, THE EXIT FACILITIES, THE EXIT

FACILITIES DOCUMENTS, THE ALTERNATE TERM EXIT FACILITY AND THE ALTERNATE TERM

EXIT FACILITY DOCUMENTS (AS APPLICABLE), THE DISCLOSURE STATEMENT, THE PLAN, THE

PLAN SUPPLEMENT, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT,

RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN

CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DIP FACILITIES, THE

EXIT FACILITIES, THE ALTERNATE TERM EXIT FACILITY (AS APPLICABLE), THE DISCLOSURE

STATEMENT, THE PLAN, THE PLAN SUPPLEMENT, THE CHAPTER 11 CASES, THE FILING OF THE

CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF THE DIP FACILITIES,

THE PURSUIT OF THE EXIT FACILITIES AND THE ALTERNATE TERM EXIT FACILITY (AS

APPLICABLE), 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 ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION,

TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR

BEFORE THE EFFECTIVE DATE, EXCEPT FOR CLAIMS RELATED TO ANY ACT OR OMISSION

THAT IS DETERMINED IN A FINAL ORDER BY A COURT OF COMPETENT JURISDICTION TO

HAVE CONSTITUTED FELONY CRIMINAL CONDUCT, ACTUAL INTENTIONAL FRAUD, WILLFUL

MISCONDUCT, OR GROSS NEGLIGENCE OF SUCH PERSON, 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 CONFIRMATION 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 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.

E. Injunction

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THE CONFIRMATION ORDER OR

FOR OBLIGATIONS ISSUED OR REQUIRED TO BE PAID PURSUANT TO THE PLAN OR THE

CONFIRMATION ORDER, ALL ENTITIES WHO HAVE HELD, HOLD, OR MAY HOLD CLAIMS,

INTERESTS, CAUSES OF ACTION, OR LIABILITIES THAT: (A) ARE SUBJECT TO COMPROMISE

AND SETTLEMENT PURSUANT TO THE TERMS OF THE PLAN; (B) HAVE BEEN RELEASED

PURSUANT TO ARTICLE IX.B OF THIS PLAN; (C) HAVE BEEN RELEASED PURSUANT TO ARTICLE

IX.C OF THIS PLAN, (D) ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE IX.D OF THIS

PLAN (BUT ONLY TO THE EXTENT OF THE EXCULPATION PROVIDED IN ARTICLE IX.D OF THIS

PLAN), OR (E) ARE OTHERWISE DISCHARGED, SATISFIED, STAYED, RELEASED, OR

TERMINATED PURSUANT TO THE TERMS OF THE PLAN, ARE PERMANENTLY ENJOINED AND

PRECLUDED, FROM AND AFTER THE EFFECTIVE DATE, FROM COMMENCING OR CONTINUING

IN ANY MANNER, ANY ACTION OR OTHER PROCEEDING, INCLUDING ON ACCOUNT OF ANY

CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES THAT HAVE BEEN COMPROMISED

OR SETTLED AGAINST THE DEBTORS, THE REORGANIZED DEBTORS, OR ANY ENTITY SO

RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF ANY ENTITY, DIRECTLY OR


38

INDIRECTLY, SO RELEASED OR EXCULPATED) ON ACCOUNT OF, OR IN CONNECTION WITH OR

WITH RESPECT TO, ANY DISCHARGED, RELEASED, SETTLED, COMPROMISED, OR

EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES.

F. Setoffs and Recoupment

Except as otherwise provided 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 an

Allowed Claim may setoff or recoup against any Allowed Claim and the distributions to be made pursuant to the Plan

on account of such Allowed Claim, any Claims, rights, and Causes of Action of any nature that the applicable Debtor

or Reorganized Debtor may hold against the Holder of such Allowed Claim, to the extent such Claims, rights, or

Causes of Action have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant

to the Plan, a Final Order or otherwise); provided 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.

G. Release of Liens

Except as otherwise provided herein or in any 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, 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 applicable Reorganized Debtor and its successors

and assigns.

To the extent that any Holder of a Secured Claim has had such Claim satisfied or discharged in full pursuant

to the Plan or any agent for such Holder has filed or recorded publicly any Liens and/or security interests to secure

such Holder’s Secured Claim, as soon as practicable on or after the Effective Date, such Holder (or the agent for such

Holder) shall take any and all steps requested by the Debtors, the Reorganized Debtors, or any administrative agent

under the Exit Facilities Documents and Alternate Term Exit Facility Documents (as applicable) that are necessary or

desirable to record or effectuate the cancellation and/or extinguishment of such Liens and/or security interests,

including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make

any such filings or recordings on such Holder’s behalf.

Article X.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation 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, including jurisdiction to:

1. 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

Administrative Claim 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 Retained Professionals authorized

pursuant to the Bankruptcy Code or the Plan;

3. Resolve any matters related to: (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 Cure Claims arising therefrom, including Cure or Cure Claims

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;


39

4. Ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions

of 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. Adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;

7. Resolve any cases, controversies, suits, or disputes that may arise in connection with General

Unsecured Claims, including establishment of a bar date, related notice, claim objections, allowance, disallowance,

estimation and distribution;

8. Enter and implement such orders as may be necessary or appropriate to execute, implement, or

consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or

documents created in connection with the Plan or the Disclosure Statement;

9. Enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of

the Bankruptcy Code;

10. Resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection

with the interpretation or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

11. 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 enforcement of the Plan;

12. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases,

injunctions, and other provisions contained in the Plan and enter such orders as may be necessary or appropriate to

implement such releases, injunctions, and other provisions;

13. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment

or return of distributions and the recovery of additional amounts owed by any Holder of a Claim or Interest for amounts

not timely repaid;

14. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for

any reason modified, stayed, reversed, revoked, or vacated;

15. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure

Statement, or the Confirmation Order;

16. Enter an order or final decree concluding or closing the Chapter 11 Cases;

17. Adjudicate any and all disputes arising from or relating to distributions under the Plan;

18. Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any

inconsistency in any Bankruptcy Court order, including the Confirmation Order;

19. Determine requests for the payment of Claims and Interests entitled to priority pursuant to section

507 of the Bankruptcy Code;

20. Hear and determine disputes arising in connection with the interpretation, implementation, or

enforcement of the Plan or the Confirmation Order;

21. Hear and determine matters concerning state, local, and federal taxes in accordance with sections

346, 505, and 1146 of the Bankruptcy Code;


40

22. Hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge,

including any dispute relating to any liability arising out of the termination of employment or the termination of any

employee or retiree benefit program, regardless of whether such termination occurred prior to or after the Effective

Date;

23. Enforce all orders previously entered by the Bankruptcy Court; and

24. Hear any other matter not inconsistent with the Bankruptcy Code.

Article XI.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN

A. Modification of Plan

Subject to the limitations contained in the Plan, the Debtors reserve the right, in accordance with the

Bankruptcy Code, the Bankruptcy Rules, and the Restructuring Support Agreement (1) to amend or modify the Plan

prior to the entry of the Confirmation Order, including amendments or modifications to satisfy section 1129(b) of the

Bankruptcy Code, and (2) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as the

case may be, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b)

of the Bankruptcy Code and the Restructuring Support Agreement, or 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. All

modifications and amendments to the Plan made prior to confirmation shall be in compliance with section 1127(a) of

the Bankruptcy Code and Bankruptcy Rule 3019(a), and all modifications and amendments made after confirmation

shall be in compliance with section 1127(b) of the Bankruptcy Code and Bankruptcy Rule 3019(b).

B. Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan since the

solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional

disclosure or re-solicitation under Bankruptcy Rule 3019.

C. Revocation of Plan

Subject to the conditions to the Effective Date, the Debtors reserve the right, subject to the terms of the

Restructuring Support Agreement, to revoke or withdraw the Plan prior to the entry of the Confirmation Order and to

file subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan with the prior reasonable consent

of the Required Parties, if entry of the Confirmation Order or the Effective Date does not occur, or if the Restructuring

Support Agreement terminates in accordance with its terms, then (1) the Plan shall be null and void in all respects,

(2) any settlement or compromise embodied in the Plan, assumption of executory contracts or leases effected by the

Plan, and any document or agreement executed pursuant hereto shall be deemed null and void, and (3) nothing

contained in the Plan shall (a) constitute a waiver or release of any claims by or against or any Equity Interests in such

Debtor or any other Entity, (b) prejudice in any manner the rights of the Debtors or any other Entity, or (c) constitute

an admission of any sort by the Debtors or any other Entity.

Article XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(g), or 7062 or otherwise, upon the occurrence of the

Effective Date, the terms of the Plan and the documents and instruments contained in the Plan Supplement shall be

immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and

all Holders of Claims and Interests (irrespective of whether such Holders of 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,

and injunctions described in the Plan, each Entity acquiring property under the Plan and any and all non-Debtor parties


41

to Executory Contracts and Unexpired Leases. The Confirmation Order shall contain a waiver of any stay of

enforcement otherwise applicable, including pursuant to Bankruptcy Rule 3020(e), 6004(g), and 7062.

B. Additional Documents

On or before the Effective Date and in accordance with the Restructuring Support Agreement and Article I.E

of this Plan, 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. The Debtors or

Reorganized Debtors, as applicable, and all Holders of Claims or 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 or the

Confirmation Order.

C. Reservation of Rights

The Plan shall have no force or effect unless and until the Bankruptcy Court enters the Confirmation Order.

None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any

Debtor 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 Debtor with respect to the Holders of Claims or Interests prior to the

Effective Date.

D. 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 Entity.

E. Service of Documents

Any pleading, notice, or other document required by the Plan to be served on or delivered to the Debtors or

Reorganized Debtors, as applicable, shall also be served on or delivered to:

Debtors Proposed Co-Counsel to the Debtors

APC Automotive Technologies

Intermediate Holdings LLC

10822 West Toller Drive

Suite 370

Littleton, Colorado 80127

Attn.: Patricia Warfield, Marc Weinsweig, and

Chris Walling

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn.: Jonathan S. Henes, P.C., George Klidonas, and

Neda Davanipour

Klehr Harrison Harvey Branzburg LLP

919 North Market Street

Wilmington, Delaware 19801

Attn.: Morton R. Branzburg and Domenic E. Pacitti


42

United States Trustee Counsel to the Term Loan Lender Group

Office of the United States Trustee

for the District of Delaware

844 King Street, Suite 2207


King & Spalding LLP

1180 Peachtree Street, NE

Atlanta, Georgia 30309

Attn.: W. Austin Jowers

With a copy to:

King & Spalding LLP

1185 Avenue of the Americas


Attn.: Peter Montoni and Michael R. Handler

Counsel to the ABL Lenders Counsel to the Consenting Sponsors

Greenberg Traurig, LLP

Terminus 200

3333 Piedmont Road NE

Suite 2500

Atlanta, GA 30305

Attn: David Kurzweil, Esq., John J. Dyer, Esq., and

Victoria Bartlett, Esq.

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095

Attn.: Thomas Lauria, John Reiss, David Turetsky, and

Luke Laumann

Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, Michigan 48226-3506

Attn.: Joseph R. Sgroi

Goodwin Procter LLP

New York Times Building

620 8th Avenue


Attn.: Bruce Rader and Michael Goldstein

After the Effective Date, the Debtors or Reorganized Debtors, as applicable, have authority to send a notice

to Entities that, to continue to receive documents pursuant to Bankruptcy Rule 2002, they must file a renewed request

to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Debtors are authorized to limit

the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have filed such

renewed requests.

In accordance with Bankruptcy Rules 2002 and 3020(e), within fourteen (14) calendar days of the date of

entry of the Confirmation Order, the Debtors shall serve the Notice of Confirmation by United States mail, first class

postage prepaid, by hand, or by overnight courier service to all parties served with the Confirmation Hearing notice;

provided that no notice or service of any kind shall be required to be mailed or made upon any Entity to whom the

Debtors mailed a Confirmation Hearing notice but received such notice returned marked “undeliverable as addressed,”

“moved, left no forwarding address” or “forwarding order expired,” or similar reason unless the Debtors or

Reorganized Debtors, as applicable, have been informed in writing by such Entity or are otherwise aware of that

Entity’s new address. To supplement the notice described in the preceding sentence, within (21) twenty-one calendar

days of the date of the Confirmation Order, the Debtors or Reorganized Debtors, as applicable, shall publish the Notice

of Confirmation once in the The New York Times. Mailing and publication of the Notice of Confirmation in the time

and manner set forth in this paragraph shall be good and sufficient notice under the particular circumstances and in

accordance with the requirements of Bankruptcy Rules 2002 and 3020(e), and no further notice is necessary.


43

F. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation 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

extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation

Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or

the Confirmation Order shall remain in full force and effect in accordance with their terms.

G. Entire Agreement

On the Effective Date, the Plan and the Plan Supplement supersede 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.

H. Plan Supplement Exhibits

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. Copies of such exhibits and documents shall be made available upon written request

to the Debtors’ proposed counsel at the address above or by downloading such exhibits and documents from

https://cases.stretto.com/APC or the Bankruptcy Court’s website at www.deb.uscourts.gov. 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. The documents considered in the Plan Supplement are an integral part of the Plan and

shall be deemed approved by the Bankruptcy Court pursuant to the Confirmation Order.

I. 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 Delaware, 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 otherwise set

forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance

matters; provided that corporate governance matters relating to Debtors or Reorganized Debtors, as applicable, not

incorporated in Delaware shall be governed by the laws of the state of incorporation of the applicable Debtor or

Reorganized Debtor, as applicable.

J. Nonseverability of Plan Provisions upon Confirmation

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 shall have the power to alter and interpret such term or provision to

make it valid or enforceable to the 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 and otherwise consistent with Article I.E of this Plan. 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 Confirmation 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 the following: (a) valid and enforceable pursuant to its

terms; (b) integral to the Plan and may not be deleted or modified without the consent of the Debtors or Reorganized

Debtors, as applicable; and (c) nonseverable and mutually dependent.

K. Closing of Chapter 11 Cases

The Reorganized Debtors shall promptly file, after the full administration of the Chapter 11 Cases, with the

Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court

to close the Chapter 11 Cases.


44

L. Section 1125(e) Good Faith Compliance

The Debtors, the Reorganized Debtors, the Agents, the Secured Lenders, the DIP Lenders, the Consenting

Sponsors, and each of their respective Representatives shall be deemed to have acted in “good faith” under section

1125(e) of the Bankruptcy Code.


[Signature Page to Plan]

Respectfully submitted, as of the date first set forth above,

APC Automotive Technologies Intermediate Holdings, LLC

(on behalf of itself and all other Debtors)

By: /s/ Marc Weinsweig

Name: Marc Weinsweig

Title: Interim Chief Financial Officer


Exhibit B

Confirmation Notice




)

In re: ) Chapter 11

)


INTERMEDIATE HOLDINGS, LLC,

et al.,1

)

)

)

Case No. 20-11466 (CSS)

)


)

NOTICE OF (I) ENTRY OF

ORDER APPROVING THE FIRST AMENDED

DISCLOSURE STATEMENT FOR, AND CONFIRMING, THE

DEBTORS’ FIRST AMENDED JOINT PREPACKAGED CHAPTER 11

PLAN OF REORGANIZATION AND (II) OCCURRENCE OF EFFECTIVE DATE

TO ALL CREDITORS, INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that on July 10, 2020, the United States Bankruptcy Court for

the District of Delaware (the “Bankruptcy Court”), entered an order [Docket No. [●]]

(the “Confirmation Order”) approving the First Amended Disclosure Statement for the Joint

Prepackaged Chapter 11 Plan of Reorganization of APC Automotive Technologies Intermediate

Holdings, LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket

No. 25] (as the same may have been modified, supplement, and amended, the “First Amended

Disclosure Statement”) and confirming the First Amended Joint Prepackaged Chapter 11 Plan of

Reorganization of APC Automotive Technologies Intermediate Holdings, LLC and Its Debtor

Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 165] (as the same may have

been modified, amended, and including all supplements and exhibits thereto, the “Plan”)2 (attached

as Exhibit A to the Confirmation Order) of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”).

PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan occurred on

[DATE], 2020. Each of the conditions precedent to consummation of the Plan enumerated in


number, are: APC Automotive Technologies Intermediate Holdings, LLC (0991); Airtek, LLC (1239); AP

Emissions Technologies, LLC (8219); AP Exhaust Products Disc, Inc. (0288); APC Automotive Technologies,

LLC (6651); Aristo, LLC (4541); CWD Acquisition, LLC (4286); CWD Holding Corp. (7381); CWD

Intermediate Corp. (7285); CWD, LLC (5832); Eastern Manufacturing, LLC (2410); Qualis Automotive, L.L.C.

(7291); and Qualis Enterprises, Inc. (6610). The Debtors’ service address is: 10822 West Toller Drive, Suite

370, Littleton, Colorado 80127.

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Plan and the

Confirmation Order, as applicable.


Article VIII of the Plan have been satisfied or waived in accordance with the Plan and the Confirmation

Order.

PLEASE TAKE FURTHER NOTICE that the Confirmation Order, the Plan, and copies

of all documents filed in these chapter 11 cases are available free of charge by visiting

https://cases.stretto.com/APC or by calling the Debtors’ restructuring hotline at (855)-260-9397

(toll free) or (949)-407-8590 (international). You may also obtain copies of any pleadings filed

in these chapter 11 cases for a fee via PACER at: http://www.deb.uscourts.gov.

PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has approved certain

discharge, release, exculpation, injunction, and related provisions in Article IX of the Plan.

PLEASE TAKE FURTHER NOTICE that the Plan and its provisions are binding on the

Debtors, the Reorganized Debtors, and any Holder of a Claim or an Interest and such Holder’s

respective predecessors, successors, and assigns, whether or not the Claim or the Interest of such

Holder is Impaired under the Plan, and whether or not such Holder voted to accept the Plan.

PLEASE TAKE FURTHER NOTICE that the Plan and the Confirmation Order contain

other provisions that may affect your rights. You are encouraged to review the Plan and the

Confirmation Order in their entirety.


Dated: July [●], 2020 /s/ DRAFT

Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989)

Michael W. Yurkewicz (DE Bar No. 4165)

KLEHR HARRISON HARVEY BRANZBURG LLP

919 North Market Street, Suite 1000


Telephone: (302) 426-1189

Facsimile: (302) 426-9193

- and -

Morton R. Branzburg (admitted pro hac vice)

KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, 14th Floor

Philadelphia, PA 19103

Telephone: (215) 569-2700

Facsimile: (215) 568-6603

- and -

Jonathan S. Henes, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Ave


Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Proposed Co-Counsel to the Debtors and Debtors in Possession

IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE,

PLEASE CONTACT STRETTO BY CALLING (855)-260-9397
