Common use of OVERVIEW OF THE RESTRUCTURING Clause in Contracts

OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that: (a) The Debtors will implement the Restructuring in the Bankruptcy Court pursuant to the Plan on the terms set forth in this Term Sheet. (b) Holders of the TCEH First Lien Secured Claims will receive their Pro Rata share of (i) 100% of the Reorganized TCEH Common Stock, subject to dilution only by the Reorganized TCEH Management Incentive Plan; and (ii) 100% of the net cash proceeds from the issuance of the New Reorganized TCEH Debt. (c) Holders of General Unsecured Claims Against the TCEH Debtors (which shall include TCEH First Lien Deficiency Claims, TCEH Second Lien Note Claims, and TCEH Unsecured Note Claims) will receive their Pro Rata share of the TCEH Unsecured Claim Fund. (d) Pursuant to the EFIH First Lien Settlement, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Claims to EFIH First Lien DIP Claims in an amount equal to the greater of (i) (A) 105% of the principal plus (B) 101% of accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing (which amount shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); and (ii) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders shall be entitled to interest in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives on account of the EFIH Second Lien Settlement to participate in the EFIH First Lien DIP Financing in an amount up to $500 million. The Debtors will initiate litigation to obtain entry of an order disallowing any EFIH Second Lien Makewhole Claim of Non-Settling EFIH Second Lien Note Holders, and Non-Settling EFIH Second Lien Note Holders will receive their Pro Rata share of cash on hand at EFIH or from the proceeds of the EFIH Second Lien DIP Financing and available cash at EFIH in an amount equal to the principal plus accrued and unpaid interest, through consummation of the EFIH Second Lien DIP Financing, at the non-default rate of such Holder’s Claim (not including any premiums, fees, or Claims relating to the repayment of the EFIH Second Lien Note Claims). Any other Allowed EFIH Second Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors.

OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that: (a) The Debtors will implement the Restructuring in the Bankruptcy Court pursuant to the Plan on the terms set forth in this Term SheetSheet and RSA. (b) Holders An RSA premium equal to 3% of the TCEH First Lien principal amount of the Secured Notes and Term Loans held by the applicable Consenting Creditor, payable in cash to the Consenting Creditors, payable upon the terms set forth in the RSA. (c) The Consenting Creditors consent to the use of cash collateral securing the Debt Claims will to fund the Chapter 11 Cases consistent with the terms set forth herein and as otherwise acceptable to the Required Consenting Noteholders. (d) On the Plan Effective Date, the Reorganized Debtors may enter into the New Revolving Exit Facility on terms acceptable to the Required Consenting Creditors. (e) On the Plan Effective Date, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Debt Claim, each Holder of an Allowed Debt Claim shall receive their its Pro Rata share of and interest in (i) 100the Cash Consideration and (ii) 90.1% of the Reorganized TCEH New FTS Equity, minus any New FTS Equity provided to any Holder of FTS Common StockInterests pursuant to the Equity Rights Offering, subject to dilution only by on account of the Reorganized TCEH Management Incentive Plan; Plan and (ii) 100% of the net cash proceeds from the issuance of the New Reorganized TCEH DebtWarrants. (cf) Holders of All General Unsecured Claims Against will be paid in full or otherwise provided such treatment as to render them Unimpaired. (g) At the TCEH Debtors (which shall include TCEH First Lien Deficiency Claims, TCEH Second Lien Note Claims, and TCEH Unsecured Note Claims) will receive their Pro Rata share option of the TCEH Unsecured Claim FundReorganized Debtors, Intercompany Claims and Intercompany Interests shall be either Reinstated or cancelled and released without any distribution. (dh) Pursuant to the EFIH First Lien Settlement, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Claims to EFIH First Lien DIP Claims in an amount equal to the greater of (i) (A) 105% of the principal plus (B) 101% of accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing (which amount shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); and (ii) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders shall be entitled to interest in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims FTS Common Interests shall receive their Pro Rata share of cash and interest in (i) 9.9% of the amount New FTS Equity, subject to dilution on account of such Claims on the Effective Date or such other treatment Management Incentive Plan and the Warrants, (ii) the Warrants, and (iii) the Equity Purchase Rights. This Term Sheet incorporates the rules of construction as permitted under set forth in section 1129(b) 102 of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives on account of the EFIH Second Lien Settlement to participate in the EFIH First Lien DIP Financing in an amount up to $500 million. The Debtors will initiate litigation to obtain entry of an order disallowing any EFIH Second Lien Makewhole Claim of Non-Settling EFIH Second Lien Note Holders, and Non-Settling EFIH Second Lien Note Holders will receive their Pro Rata share of cash on hand at EFIH or from the proceeds of the EFIH Second Lien DIP Financing and available cash at EFIH in an amount equal to the principal plus accrued and unpaid interest, through consummation of the EFIH Second Lien DIP Financing, at the non-default rate of such Holder’s Claim (not including any premiums, fees, or Claims relating to the repayment of the EFIH Second Lien Note Claims). Any other Allowed EFIH Second Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors.

OVERVIEW OF THE RESTRUCTURING. In generalSummary Subject in all respects to and as provided by the other terms of this Term Sheet and to the Restructuring Support Agreement, Hexion Inc. and certain of its affiliates (collectively, the Restructuring contemplates that: (a“Debtors”) The Debtors will implement restructure their funded debt obligations with the proceeds of a new, $1.641 billion Exit Facility and a $300 million common equity Rights Offering available to holders of Notes Claims, in each case backstopped by certain holders of Notes Claims that have executed the Restructuring Support Agreement, as well as with a new Exit ABL Facility and through the issuance of new common equity in the Bankruptcy Court pursuant to the Plan on the terms exchange for all outstanding Notes Claims, in each case as set forth in this Term Sheet, the Restructuring Support Agreement and the exhibits and schedules annexed thereto. (b) Holders The Debtors’ creditors and equityholders will receive the following treatment: • holders of the TCEH First Lien Secured Claims Debtors’ 1L Notes will receive their Pro Rata share of $1.45 billion in cash (i) 100less adequate protection payments reflecting interest on the 1L Notes paid during the Chapter 11 Cases), 72.5% of the Reorganized TCEH New Hexion Common Stock, Shares (subject to dilution only by for the Reorganized TCEH Management Incentive Plan; Rights Offering Shares, the equity issued pursuant to the MIP and any equity issued pursuant to the Equity Backstop Premium and the Debt Backstop Premium (ii) 100collectively, the “Agreed Dilution”)), and 72.5% of the net cash proceeds from Rights in the issuance Rights Offering; • holders of the Debtors’ 1.5L Notes, 2L Notes, and Unsecured Notes will receive 27.5% of the New Reorganized TCEH Debt. Hexion Common Shares (c) Holders of General Unsecured Claims Against the TCEH Debtors (which shall include TCEH First Lien Deficiency Claims, TCEH Second Lien Note Claims, and TCEH Unsecured Note Claims) will receive their Pro Rata share of the TCEH Unsecured Claim Fund. (d) Pursuant subject to the EFIH First Lien Settlement, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Claims to EFIH First Lien DIP Claims in an amount equal to the greater of (iAgreed Dilution) (A) 105and 27.5% of the principal plus (B) 101% of accrued Rights in the Rights Offering; • general unsecured creditors will be paid in full; and unpaid interest at the non-default rate on such principal, through consummation • holders of the EFIH First Lien DIP Financing (which amount shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); and (ii) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders shall be entitled to interest in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders Debtors’ outstanding common equity will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives no recovery on account of such common equity interests. The Restructuring will be supported through the EFIH Second Lien Settlement to participate in the EFIH First Lien Debtors’ borrowing under a new, $350 million DIP Financing in an amount up to term facility and a $500 million350 million DIP ABL facility. Implementation The Debtors will initiate litigation to obtain entry of an order disallowing any EFIH Second Lien Makewhole Claim of Non-Settling EFIH Second Lien Note Holders, effectuate the Restructuring through the Chapter 11 Cases and Non-Settling EFIH Second Lien Note Holders will receive their Pro Rata share of cash on hand at EFIH or from the proceeds Confirmation of the EFIH Second Lien DIP Financing Plan, which shall be consistent with this Term Sheet and available cash at EFIH in an amount equal subject to the principal plus accrued terms and unpaid interest, through consummation of the EFIH Second Lien DIP Financing, at the non-default rate of such Holder’s Claim (not including any premiums, fees, or Claims relating to the repayment of the EFIH Second Lien Note Claims). Any other Allowed EFIH Second Lien Note Claims shall receive their Pro Rata share of cash conditions set forth in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting CreditorsRestructuring Support Agreement.

OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that: (a) The Debtors will implement the Restructuring in the Bankruptcy Court pursuant to the Plan on the terms set forth in this Term Sheet. Sheet and RSA, and in accordance with the Milestones attached hereto as Exhibit B. (b) Holders The First Lien Ad Hoc Group consents to the use of cash collateral securing the First Lien Credit Agreement Claims to fund the Chapter 11 Cases, as set forth in Exhibit C to the RSA. (c) On the Open Market Buy‑Back Date, the Company Parties shall effectuate (1) the Open Market Purchases, and (2) shall make payment of 2.00% of the TCEH Forbearance Fee consistent with section 6.04 of the RSA. The remaining 2.00% of the Forbearance Fee (the Forbearance Fee Deferred Portion) shall be paid according to the terms of section 6.04 of the RSA. (d) On the Plan Effective Date, New Holdco will enter into a third-party asset-based exit financing that (i) provides availability as of the Closing Date of at least $20 million for revolving borrowings after permitting for any amounts on account of outstanding letters of credit; and (ii) has aggregate total commitments in an amount not less than $30 million (the “New Revolving Exit Facility”) on terms acceptable to the Consenting First Lien Lenders. (e) On the Plan Effective Date, in full and final satisfaction, settlement, release, and discharge of and in exchange for each First Lien Credit Agreement Secured Claims will Claim, each Holder thereof shall receive their its Pro Rata share of and interest in: (i) the $75 million New First Lien Credit Facility; (ii) the $50 million New Junior Convertible Term Loan; (iii) 100% of the Reorganized TCEH Common StockNew Xxxxx Equity, subject to dilution only by the Reorganized TCEH Warrants, Management Incentive Plan, and New Junior Convertible Term Loan; provided that 10% of such New Xxxxx Equity, subject to dilution by the Warrants, Management Incentive Plan, and New Junior Convertible Term Loan, shall be distributed on account of Class 5 Claims, as provided herein; and (iv) if applicable, the First Lien Put Option. (f) On the Plan Effective Date, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Claim, each Holder of a First Lien Credit Agreement Deficiency Claim shall receive no distribution.2 (g) In partial satisfaction of First Lien Credit Agreement Claims, New Holdco will use the First Lien Credit Agreement Secured Claims to acquire 100% of the assets of the Debtors, pursuant to sections 1123(a)(5)(d) & 1129(b)(2)(a)(ii). Such credit bid may be effectuated via merger, amalgamation, consolidation, or otherwise. (h) In full and final satisfaction, settlement, release, and discharge of and in exchange for each Second Lien Credit Agreement Claim, each Holder thereof shall receive either: (i) if Class 5 timely accepts the Plan, its Pro Rata share of and interest in (x) 10% of the new Xxxxx Equity subject to dilution by the Warrants, Management Incentive Plan, and New Junior Convertible Term Loan; and (y) Warrants for 10.0% of the New Xxxxx Equity at an aggregate equity value strike price at $[●];3 and (ii) 100% of if Class 5 rejects the net cash proceeds from the issuance of the New Reorganized TCEH DebtPlan, no distribution. (ci) Holders of All General Unsecured Claims Against will be paid in full or otherwise provided such treatment as to render them Unimpaired.4 (j) At the TCEH Debtors (which shall include TCEH First Lien Deficiency Claims, TCEH Second Lien Note Claims, and TCEH Unsecured Note Claims) will receive their Pro Rata share option of the TCEH Unsecured Claim FundReorganized Debtors’, Intercompany Claims and Intercompany Interests shall be either Reinstated or cancelled and released without any distribution. (dk) Pursuant to the EFIH First Lien Settlement, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Claims to EFIH First Lien DIP Claims in an amount equal to the greater of (i) (A) 105% of the principal plus (B) 101% of accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing (which amount Xxxxx Preferred Interests shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); cancelled and released without any distribution. (iil) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders Xxxxx Common Interests shall be entitled to interest cancelled and released without any distribution. This Term Sheet incorporates the rules of construction as set forth in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) 102 of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives on account of the EFIH Second Lien Settlement to participate in the EFIH First Lien DIP Financing in an amount up to $500 million. The Debtors will initiate litigation to obtain entry of an order disallowing any EFIH Second Lien Makewhole Claim of Non-Settling EFIH Second Lien Note Holders, and Non-Settling EFIH Second Lien Note Holders will receive their Pro Rata share of cash on hand at EFIH or from the proceeds of the EFIH Second Lien DIP Financing and available cash at EFIH in an amount equal to the principal plus accrued and unpaid interest, through consummation of the EFIH Second Lien DIP Financing, at the non-default rate of such Holder’s Claim (not including any premiums, fees, or Claims relating to the repayment of the EFIH Second Lien Note Claims). Any other Allowed EFIH Second Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors.

OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that: (a) The Debtors will implement the Restructuring in the Bankruptcy Court pursuant to the Plan on the terms set forth in this Term SheetSheet and RSA. (b) Holders An RSA premium equal to 3% of the TCEH First Lien principal amount of the Secured Notes and Term Loans held by the applicable Consenting Creditor, payable in cash to the Consenting Creditors, payable upon the terms set forth in the RSA. (c) The Consenting Creditors consent to the use of cash collateral securing the Debt Claims will to fund the Chapter 11 Cases consistent with the terms set forth herein and as otherwise acceptable to the Required Consenting Creditors. (d) On the Plan Effective Date, the Reorganized Debtors may enter into the New Revolving Exit Facility on terms acceptable to the Required Consenting Creditors. (e) On the Plan Effective Date, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Secured Debt Claim, each Holder of an Allowed Secured Debt Claim shall receive their its Pro Rata share of and interest in (i) 100the Cash Consideration and (ii) 90.1% of the Reorganized TCEH Common StockNew FTS Equity, subject to dilution only by on account of the Reorganized TCEH Management Incentive Plan; Plan and (ii) 100% of the net cash proceeds from Warrants, minus the issuance of the New Reorganized TCEH DebtClass 4 Recovery Deduction. (cf) Holders of General Unsecured Claims Against On the TCEH Debtors (which shall include TCEH First Lien Deficiency ClaimsPlan Effective Date, TCEH Second Lien Note Claimsin full and final satisfaction, settlement, release, and TCEH discharge of and in exchange for each Allowed Other Unsecured Note Claims) will Claim, each Holder of an Allowed Other Unsecured Claim, including a Term Loan Deficiency Claim, Secured Notes Deficiency Claim, or Termination Claim, shall receive their its Pro Rata share of and interest in the TCEH Unsecured Claim FundUnencumbered Plan Recovery, at the applicable Debtor. (dg) Pursuant All Ongoing Business Claims will be paid in full or otherwise provided such treatment as to render them Unimpaired. (h) At the EFIH First Lien Settlementoption of the Reorganized Debtors, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Intercompany Claims to EFIH First Lien DIP Claims in an amount equal to the greater of and Intercompany Interests shall be either Reinstated or cancelled and released without any distribution. (i) (A) 105% of the principal plus (B) 101% of accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing (which amount shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); and (ii) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders shall be entitled to interest in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims FTS Common Interests shall receive their Pro Rata share of cash and interest in (i) 9.9% of the amount New FTS Equity, subject to dilution on account of such Claims on the Effective Date or such other treatment Management Incentive Plan and the Warrants, minus the Class 4 Recovery Deduction and (ii) the Warrants. This Term Sheet incorporates the rules of construction as permitted under set forth in section 1129(b) 102 of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives on account of the EFIH Second Lien Settlement to participate in the EFIH First Lien DIP Financing in an amount up to $500 million. The Debtors will initiate litigation to obtain entry of an order disallowing any EFIH Second Lien Makewhole Claim of Non-Settling EFIH Second Lien Note Holders, and Non-Settling EFIH Second Lien Note Holders will receive their Pro Rata share of cash on hand at EFIH or from the proceeds of the EFIH Second Lien DIP Financing and available cash at EFIH in an amount equal to the principal plus accrued and unpaid interest, through consummation of the EFIH Second Lien DIP Financing, at the non-default rate of such Holder’s Claim (not including any premiums, fees, or Claims relating to the repayment of the EFIH Second Lien Note Claims). Any other Allowed EFIH Second Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors.