Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 1 of 91

Transcription

1 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 1 of 91 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In re: ABENGOA BIOENERGY US HOLDING, LLC, et al., Debtors. Chapter 11 Case No (Jointly Administered) Re: Docket No (re: 1070) ORDER CONFIRMING THIRD AMENDED JOINT PLANS OF LIQUIDATION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE WHEREAS, Abengoa Bioenergy US Holding, LLC and certain of its affiliates, the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), together with the Official Committee of Unsecured Creditors (the Committee and together with the Debtors, the Plan Proponents ) have filed with the United States Bankruptcy Court for the Eastern District of Missouri (the Bankruptcy Court ) the Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code (the Plan ), a final version of which is attached hereto as Exhibit A; 1 WHEREAS, on January 31, 2017, the Plan Proponents filed the Motion for Entry of an Order (I) Approving the Disclosure Statement, (II) Approving Solicitation and Notice Materials; (III) Approving Forms of Ballots; (IV) Establishing Solicitation and Voting Procedures; (V) Establishing Procedures for Allowing and Estimating Certain Claims for Voting Purposes; (VI) Scheduling a Confirmation Hearing; and (VII) Establishing Notice and Objection Procedures [Docket No. 950] (the Disclosure Statement Motion ); 1 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. \NY / v11 EAST\

2 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 2 of 91 WHEREAS, on March 2, 2017, the Bankruptcy Court entered the Order (I) Approving the Disclosure Statement, (II) Approving Solicitation and Notice Materials; (III) Approving Forms of Ballots; (IV) Establishing Solicitation and Voting Procedures; (V) Establishing Procedures for Allowing and Estimating Certain Claims for Voting Purposes; (VI) Scheduling a Confirmation Hearing; and (VII) Establishing Notice and Objection Procedures [Docket No. 1072] (the Solicitation Procedures Order ), approving the adequacy of the disclosures in connection with the Plan and otherwise granting the related relief requested by the Disclosure Statement Motion; WHEREAS, due notice of the Confirmation Hearing has been given to Holders of Claims, Holders of Equity Interests, and other parties in interest in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Procedures Order, as set forth in the related Affidavits of Service [Docket Nos. 1010, 1057, 1073, 1108, 1156, 1218, 1263, 1275, 1322, 1390] (the Confirmation Notice Affidavit ); WHEREAS, in compliance with the Solicitation Procedures Order, notice of the Confirmation Hearing was published in the Wall Street Journal [Docket No. 1245] (the Publication Notice ); WHEREAS, in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Procedures Order, solicitation packages containing (i) a cover letter describing the contents of the Solicitation Package, (ii) the Plan, (iii) the Disclosure Statement (with the Plan annexed thereto and other exhibits), (iv) an appropriate form of Ballot for Holders of Claims, (v) a joint letter from the Debtors and the Committee recommending acceptance of the Plan, (vi) notice of the Confirmation Hearing, and (vii) the Solicitation Procedures Order (collectively, the Solicitation Packages ) were transmitted to the Holders of Claims: \NY / v11 EAST\

3 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 3 of 91 ABI/ABIL Debtor Group: Class 2 ABI/ABIL General Unsecured Claims Bioenergy Debtor Group: Class 2 Bioenergy General Unsecured Claims Class 3 Bioenergy MRA Guarantee Claims (collectively, the Voting Classes ); WHEREAS, on April 17, 2017, the Debtors filed the Declaration of James Morden in Support of Confirmation of the Third Amended Plans of Liquidation under Chapter 11 of the Bankruptcy Code [Docket No. 1304] (the Morden Declaration ); WHEREAS, on April 17, 2017, the Committee filed the Declaration of Matthew Diaz in Support of Confirmation of Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code [Docket No. 1305] (the Diaz Declaration ); WHEREAS, on April 17, 2017, the Debtors filed the Declaration of Christopher K. Wu in Support of Confirmation of the Third Amended Joint Plans of Liquidation under Chapter 11 of the Bankruptcy Code [Docket No. 1306] (the Wu Declaration ); WHEREAS, on April 17, 2017, the Debtors filed the Declaration of Sandra Porras Serrano in Support of Confirmation of the Third Amended Joint Plans of Liquidation under Chapter 11 of the Bankruptcy Code [Docket No. 1307] (the Porras Declaration, and together with the Morden Declaration, the Diaz Declaration, and the Wu Declaration, the Declarations ); WHEREAS, on May 31, 2017, the Debtors filed the Motion of the Debtors and Debtors in Possession Pursuant to Bankruptcy Rule 9019 for Entry of an Order Approving Compromise and Settlement Among the Debtors, the Official Committee of Unsecured Creditors, and Cofides [Docket No. 1428] (the Cofides Settlement Motion ) providing for a resolution (the Cofides Settlement ) of Cofides s claims against the Debtors and the Delaware Debtors, including the \NY / v11 EAST\

4 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 4 of 91 Committee s adversary proceeding against Cofides [Adversary Case No ] (the Adversary Proceeding ), and Cofides objection to confirmation of the Plan (together with the Adversary Proceeding, the Cofides Litigation ); WHEREAS, on June 1, 2017, the Claims Agent filed the Declaration of Christina Pullo of Prime Clerk LLC Regarding the Solicitation of Votes and Tabulation of Ballots Cast on the Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code [Docket No. 1430], and on June 2, 2017, the Claims Agent filed the Amended Declaration of Christina Pullo of Prime Clerk LLC Regarding the Solicitation of Votes and Tabulation of Ballots Cast on the Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code [Docket No. 1435] (as amended, the Voting Declaration ), containing a tabulation of all valid Ballots received; WHEREAS, on June 1, 2017, the Plan Proponents filed their Memorandum of Law (I) in Support of Approval and Confirmation of Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code and (II) in Response to Objections Thereto [Docket No. 1431] (the Memorandum of Law ); WHEREAS, on June 6, 2017, the Bankruptcy Court conducted the Confirmation Hearing; NOW, THEREFORE, based upon the Bankruptcy Court s consideration of the entire record of the Chapter 11 Cases, including, among other things, (i) the Disclosure Statement, (ii) the Plan, (iii) the Disclosure Statement Motion, (iv) the Solicitation Procedures Order, (v) the Confirmation Notice Affidavit, (vi) the Voting Declaration, (vii) the Publication Notice, \NY / v11 EAST\

5 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 5 of 91 (viii) any objections to the Plan, (ix) the Cofides Settlement Motion, (x) the Memorandum of Law, (xi) the Declarations filed in support of confirmation, (xii) the evidence and arguments presented at the Confirmation Hearing, and (xiii) all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases; and the Bankruptcy Court having found that the Plan is confirmable and all objections thereto have either been settled, withdrawn, or overruled at or before the Confirmation Hearing; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY FOUND AND DETERMINED THAT: A. Findings and Conclusions. The findings and conclusions set forth herein and in the record of the Confirmation Hearing constitute the Bankruptcy Court s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules 7052 and To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. B. Jurisdiction, Venue, Core Proceeding. On the Petition Date the Debtors commenced voluntary cases under chapter 11 of the Bankruptcy Code with this Court. The Debtors are eligible debtors under section 109 of the Bankruptcy Code. Venue is proper before this Court pursuant to 28 U.S.C and The Bankruptcy Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. 157 and The Debtors and the Committee are the Plan Proponents in accordance with section 1121(a) of the Bankruptcy Code. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. 157(b) and this Court has jurisdiction to enter a final order with respect thereto. \NY / v11 EAST\

6 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 6 of 91 C. The Official Committee of Unsecured Creditors. On March 11, 2016, the Office of the United States Trustee for the Eastern District of Missouri (the U.S. Trustee ) appointed the Committee in these Chapter 11 Cases. D. Judicial Notice. The Bankruptcy Court takes judicial notice of the docket of these Chapter 11 Cases maintained by the Clerk of the Bankruptcy Court, including all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases. E. Solicitation Procedures Order Compliance. The Plan Proponents have complied with the Solicitation Procedures Order, including the solicitation process, in all respects. F. Burden of Proof. The Plan Proponents have the burden of proving the elements of sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence. The Plan Proponents have met this burden. G. Voting. As evidenced by the Voting Declarations, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the solicitation process set forth in the Solicitation Procedures Order, and applicable non-bankruptcy law. All Classes of Claims or Equity Interests either voted to accept the Plan or were deemed to accept the Plan, other than the Deemed Rejecting Classes (as defined herein). The Voting Classes that voted to accept the Plan did not include the votes of any insider. H. Solicitation. The Solicitation Packages were transmitted and served in compliance with the Bankruptcy Code, the Bankruptcy Rules, including Bankruptcy Rules 3017 and 3018, and the Solicitation Procedures Order. The form of the Ballot adequately addressed \NY / v11 EAST\

7 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 7 of 91 the particular goals and requirements of the Plan, these Chapter 11 Cases, and the Bankruptcy Code, and is appropriate for the Holders of the Claims in the Voting Classes, each of whom may receive a distribution under the Plan, and whose votes were, therefore, solicited. 1. The period during which the Plan Proponents solicited acceptances of the Plan was reasonable in the circumstances of these Chapter 11 Cases and enabled the Holders of Claims in the Voting Classes to make an informed decision to accept or reject the Plan. The Plan Proponents were not required to solicit votes from the Holders of Claims in any other Class. 2. The Plan Proponents were not required to solicit votes from the Holders of Claims or Equity Interests in Classes comprising (i) ABI/ABIL Class 4A Intercompany Claims by Non-Debtor Affiliates, (ii) ABI/ABIL Class 4B Intercompany Claims by Debtor Affiliates, (iii) Bioenergy Class 4A Intercompany Claims by Non-Debtor Affiliates, (iv) Bioenergy 4B Intercompany Claims by Debtor Affiliates, and (v) Bioenergy Class 5 Equity Interests (collectively, the Deemed Rejecting Classes ) as such Classes will receive no recovery under the Plan and are deemed to reject the Plan. 3. The Plan Proponents were not required to solicit votes from Holders of Equity Interests in ABI/ABIL Class 5 and Holders of Claims in Bioenergy Class 1 Other Secured Claims as such Classes are unimpaired and deemed to accept the Plan. 4. As described in and as evidenced by the Voting Declarations and the Confirmation Notice Affidavit, the transmittal and service of the Solicitation Packages were timely, adequate, and sufficient under the circumstances. The solicitation of votes on the Plan complied with the Solicitation Procedures Order, was appropriate and satisfactory based upon the circumstances of these Chapter 11 Cases, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and any other applicable rules, laws, and regulations. I. Good Faith. The Plan Proponents have not engaged in any collusive or unfair conduct in connection with the Plan. The Plan was negotiated and constructed at arm s-length and without collusion with any Person or Entity. J. Notice. As is evidenced by the Voting Declaration, the Publication Notice, the Confirmation Notice Affidavit, and the Affidavit of Service with respect to the Cofides Settlement Motion [Docket No. 1434], the transmittal and service of the Solicitation Packages and the Cofides Settlement Motion were adequate and sufficient under the circumstances, and all parties required to be given notice of the Confirmation Hearing (including hearing on the Cofides \NY / v11 EAST\

8 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 8 of 91 Settlement Motion and the deadline for filing and serving objections to confirmation of the Plan and the Cofides Settlement) have been given due, proper, timely, and adequate notice in accordance with the Solicitation Procedures Order and in compliance with the Bankruptcy Code, the Bankruptcy Rules, and applicable non-bankruptcy law, and such parties have had an opportunity to appear and be heard with respect thereto. No other or further notice is necessary or required. K. Compliance with the Bankruptcy Code (11 U.S.C. 1129(a)(1)). The Plan complies with the applicable provisions of the Bankruptcy Code and, as required by Bankruptcy Rule 3016, the Plan is dated and identifies the Debtors and the Committee as the Plan Proponents, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. Pursuant to section 1122(a) of the Bankruptcy Code, each Class of Claims and Equity Interests contains only Claims or Equity Interests that are substantially similar to the other Claims or Equity Interests within that Class. Valid reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Plan and therefore the Plan does not unfairly discriminate among the Holders of Claims and Equity Interests. This Confirmation Order contains nonmaterial modifications to the Plan that do not adversely affect or change the treatment of any holder of Claims or Equity Interests who has not accepted such modifications. Accordingly, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under Section 1125 of the Bankruptcy Code or re-solicitation of votes under Section 1126 of the Bankruptcy Code. L. Compliance with the Bankruptcy Code (11 U.S.C. 1129(a)(2)). The Plan Proponents have complied with all applicable provisions of the Bankruptcy Code, satisfying the requirements of section 1129(a)(2) of the Bankruptcy Code. \NY / v11 EAST\

9 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 9 of 91 M. Proposed in Good Faith (11 U.S.C. 1129(a)(3)). The Plan has been proposed in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. N. Payment for Services or Costs and Expenses (11 U.S.C. 1129(a)(4)). Any payment made or to be made by the Debtors for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code. As has been disclosed to the Court, Alvarez & Marsal is engaged by Parent, and has performed services for the Debtors and is being paid by Parent. O. GUC Liquidating Trustee, Directors, Officers, and Insiders (11 U.S.C. 1129(a)(5)). The Plan complies with section 1129(a)(5) of the Bankruptcy Code. The identity of the GUC Liquidating Trustee proposed to serve after the Effective Date has been fully disclosed in the Plan Supplement [Docket No. 1299]. P. No Rate Changes (11 U.S.C. 1129(a)(6)). There is no regulatory commission having jurisdiction after confirmation of the Plan over the rates of the Debtors and no rate change provided for in the Plan requiring approval of any such commission. Therefore, 11 U.S.C. 1129(a)(6) is not applicable. Q. Best Interest of Creditors (11 U.S.C. 1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The Liquidation Analysis, attached to the Disclosure Statement as Exhibit C and submitted in connection with the Plan, and the other evidence proffered or adduced at the Confirmation Hearing (i) is persuasive and credible, (ii) has not been controverted by other evidence, and (iii) establishes that each Holder of an Impaired Claim \NY / v11 EAST\

10 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 10 of 91 and/or Equity Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date. R. Acceptance by Certain Classes (11 U.S.C. 1129(a)(8)). All Classes of Claims or Equity Interests either voted to accept the Plan or were deemed to accept the Plan, other than the Deemed Rejecting Classes. The Deemed Rejecting Classes are Impaired by the Plan and are not entitled to receive or retain any property under the Plan and, therefore, are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. As found and determined below, pursuant to section 1129(b)(1) of the Bankruptcy Code, the Plan may be confirmed notwithstanding the fact that the Deemed Rejecting Classes are Impaired and have, or are deemed to have, rejected the Plan. S. Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code (11 U.S.C. 1129(a)(9)). The treatment of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Claims for Accrued Professional Compensation pursuant to the Plan satisfies the requirements of sections 1129(a)(9)(A), (B), and (C) of the Bankruptcy Code. T. Acceptance by Impaired Classes (11 U.S.C. 1129(a)(10)). Holders of Claims in at least one Voting Class under each of the ABI/ABIL Liquidating Plan and the Bioenergy Liquidating Plan voted to accept the Plan, determined without including any acceptance of the Plan by any insider, thereby satisfying the requirements of section 1129(a)(10) of the Bankruptcy Code. \NY / v11 EAST\

11 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 11 of 91 U. Feasibility (11 U.S.C. 1129(a)(11)). The Plan liquidates the ABI/ABIL Debtors and the Bioenergy Debtors. Therefore, confirmation of the Plan will not be followed by the need for further financial reorganization of the Liquidating Debtors, thereby satisfying (or eliminating the need to consider) section 1129(a)(11) of the Bankruptcy Code. V. Payment of Fees (11 U.S.C. 1129(a)(12)). The Plan provides that on the Effective Date, and thereafter as may be required, the Debtors shall pay all fees payable pursuant to section 1930 of title 28 of the United States Code, thereby satisfying section 1129(a)(12) of the Bankruptcy Code. W. Continuation of Retiree Benefits (11 U.S.C. 1129(a)(13). The Debtors do not maintain retirement plans or other benefits obligations. Accordingly, section 1129(a)(13) of the Bankruptcy Code is not applicable to the Plan. X. No Domestic Support Obligations (11 U.S.C. 1129(a)(14)). The Debtors are not required by a judicial or administrative order, or by statute, to pay a domestic support obligation. Accordingly, section 1129(a)(14) of the Bankruptcy Code is inapplicable to the Chapter 11 Cases. Y. The Debtors are not Individuals (11 U.S.C. 1129(a)(15)). The Debtors are not individuals, and accordingly, section 1129(a)(15) of the Bankruptcy Code is inapplicable to the Chapter 11 Cases. Z. No Applicable Non-Bankruptcy Law Regarding Transfers (11 U.S.C. 1129(a)(16)). The Debtors are moneyed, business, and/or commercial corporations, and accordingly, section 1129(a)(16) of the Bankruptcy Code is inapplicable to the Chapter 11 Cases. AA. Fair and Equitable; No Unfair Discrimination (11 U.S.C. 1129(b)). The Holders of Claims and Interests in the Rejecting Impaired Classes have voted to reject or are deemed to \NY / v11 EAST\

12 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 12 of 91 have not accepted the Plan. Based upon the evidence proffered, adduced, and presented by the Debtors at the Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to the aforementioned Classes, as required by sections 1129(b)(1) and (b)(2) of the Bankruptcy Code. Thus, the Plan may be confirmed notwithstanding the rejection or deemed rejection of the Plan by the Rejecting Impaired Classes. BB. Only One Plan (11 U.S.C. 1129(c)). The Plan is the only plan filed in these Chapter 11 Cases, and accordingly, section 1129(c) of the Bankruptcy Code is inapplicable in the Chapter 11 Cases. CC. Principal Purpose of the Plan (11 U.S.C. 1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Exchange Act of 1933, and no governmental unit has objected to the confirmation of the Plan on any such grounds. Therefore, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. DD. Good Faith Solicitation (11 U.S.C. 1125(e)). Based on the record before the Bankruptcy Court and the record of the Chapter 11 Cases, the Debtors, Parent, the Committee, and their respective Representatives, in each case, have acted in good faith within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and any applicable non-bankruptcy law, rule, or regulation governing the adequacy of disclosure in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code and, therefore, (i) are not, and on account of such offer, issuance, and solicitation will 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 \NY / v11 EAST\

13 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 13 of 91 Plan and (ii) are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and, to the extent such parties are listed therein, the exculpation provisions set forth in Article IX of the Plan. EE. Executory Contracts and Unexpired Leases. The Debtors have satisfied the provisions of section 365 of the Bankruptcy Code with respect to the assumption, assignment and rejection of executory contracts and unexpired leases under the Plan. The Debtors have exercised reasonable and sound business judgment in determining whether to assume, assume and sell and assign, or reject each of their executory contracts and unexpired leases, including, without limitation, any insurance policies to the extent they are executory contracts, as set forth in the Plan and the exhibits thereto, and such determination is in the best interests of the Debtors, their Estates, and all parties in interest in these Chapter 11 Cases. Accordingly, the Plan satisfies the provisions of section 1123(b)(2) of the Bankruptcy Code. FF. GUC Liquidating Trustee. The GUC Liquidating Trustee s compensation, including fees and expenses of professionals, will be paid as set forth in the GUC Liquidating Trust Agreement. GG. Implementation. Pursuant to section 1123(a)(5) of the Bankruptcy Code, Article IV of the Plan provides adequate and proper means for the Plan s implementation, including, without limitation, the establishment of the GUC Liquidating Trust, the transfer to the GUC Liquidating Trust of the Assets of the Estates (except for Assets, including the MRA Guarantee Claims Fund, that will be distributed pursuant to Article III.C.3 of the Plan to satisfy the MRA Guarantee Claims), including, without limitation, all Cash and Causes of Action, and the making of Distributions by the GUC Liquidating Trustee in accordance with the Plan and the GUC Liquidating Trust Agreement. All documents necessary to implement the Plan, and all other \NY / v11 EAST\

14 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 14 of 91 relevant and necessary documents have been developed and negotiated in good faith and at arm s-length and shall, upon completion of documentation and execution, and subject to the occurrence of the Effective Date, be valid, binding, and enforceable agreements and not be in conflict with any federal or state law. HH. Disputed Claims Reserves. After the Effective Date, separate Disputed Claims Reserves shall be created for each of the following: (i) Disputed General Unsecured Claims against the ABI/ABIL Debtors and (ii) Disputed General Unsecured Claims against the Bioenergy Debtors. Each Disputed Claims Reserve shall be managed by the GUC Liquidating Trustee. On each Distribution date after the Effective Date on which the GUC Liquidating Trustee makes Distributions to Holders of General Unsecured Claims, the GUC Liquidating Trustee shall retain on account of Disputed Claims an amount the GUC Liquidating Trustee estimates is necessary to fund the Pro Rata share of such Distributions to Holders of Disputed Claims if such Claims were Allowed (or such amount as may be estimated in accordance with Article VI.D of the Plan), with any Disputed Claims that are unliquidated or contingent, including but not limited to the Officer Indemnification Claims, being reserved in an amount reasonably determined by the GUC Liquidating Trustee or by order of the Bankruptcy Court. Cash retained on account of such Disputed Claims shall be retained in the respective Disputed Claims Reserve for the benefit of the Holders of Disputed Claims pending a determination of their entitlement thereto under the terms of this Plan. If any Disputed Administrative Claim or Priority Claim is disallowed or Allowed in an amount that is lower than the aggregate assets retained on account of such Disputed Claim, then the GUC Liquidating Trustee shall within fifteen (15) days after such disallowance or allowance return the assets that exceed the Allowed amount of such Claim to the GUC Liquidating Trust for Distribution in accordance with the \NY / v11 EAST\

15 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 15 of 91 Plan. No portion of the MRA Guarantee Claims Fund shall be used in any of the Disputed Claims Reserves. MRA Guarantee Claims, except as provided in the definition of MRA Guarantee Claims, are not Disputed Claims. II. Substantive Consolidation. The Plan provides for the separate substantive consolidation of the ABI/ABIL Debtors and the Bioenergy Debtors. The Plan Proponents have demonstrated that the proposed consolidation structure is necessary and appropriate based on applicable case law because of the interrelationship among the Debtors, the significant benefits that the Plan provides to creditors in comparison to any potential harm that would result from confirmation of the Plan, and because creditors would be harmed if the Plan were not confirmed. Based upon the evidence adduced and arguments made at the Confirmation Hearing and the record of these Chapter 11 Cases, the ABI/ABIL Debtors and the Bioenergy Debtors, as of the Effective Date, shall be substantively consolidated. JJ. Releases. The Bankruptcy Court has jurisdiction under sections 1334(a) and (b) of title 28 of the United States Code to approve the releases set forth in the Plan, and the related injunction in the Plan and the Confirmation Order. Section 105(a) of the Bankruptcy Code permits approval of the releases set forth in the Plan and the related injunctions in the Plan and Confirmation Order, because, as has been established based upon the record in the Chapter 11 Cases and the evidence presented at the Confirmation Hearing, such provisions (i) are integral to the integrated and mutually dependent terms and conditions of the settlement embodied in the Plan and are essential to the formulation and implementation of the Plan, as provided in section 1123 of the Bankruptcy Code, (ii) confer substantial benefits on the Debtors Estates, (iii) are fair, equitable, and reasonable, (iv) are in the best interests of the Debtors, their Estates, and all parties in interest, and (v) with respect to the third party releases, such releases have been \NY / v11 EAST\

16 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 16 of 91 consented to, or deemed consented to, by the releasing parties. Accordingly, the Court finds that the releases provided by the Debtors represent a valid exercise of the Debtors business judgment, are granted in exchange for reasonable consideration and are integral and necessary to consummation and implementation of the Plan. The Released Parties have provided sufficient value in exchange for the releases, and the releases are sufficiently tailored to meet the objectives of the parties. KK. Pursuant to section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019(a), the exculpation provision and the releases set forth in the Plan and implemented by this Confirmation Order are fair, equitable, reasonable, and in the best interests of the Debtors, and their Estates, creditors, and equity holders. The record of the Confirmation Hearing and these Chapter 11 Cases is sufficient to support the exculpation provision set forth in the Plan and the releases provided for in the Plan, and the related injunction in the Plan. Accordingly, based upon the record of the Chapter 11 Cases, the representations of the parties, and/or the evidence proffered, adduced, and/or presented at the Confirmation Hearing, this Court finds that such exculpation provision, releases and the related injunction in the Plan are consistent with the Bankruptcy Code and applicable law. LL. Based on the foregoing, the Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code. MM. Cofides Settlement. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Cofides Settlement is an integrated compromise and settlement of numerous issues and disputes designed to achieve a beneficial and efficient resolution of these Chapter 11 Cases for all parties in interest. Accordingly, in consideration for the distributions and other benefits provided under the Plan, including the release and exculpation provisions, the \NY / v11 EAST\

17 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 17 of 91 Cofides Settlement shall constitute a good faith compromise and settlement of all disputes among the Debtors, the Committee, and Cofides, including, but not limited to and subject to the 100% recovery limitation in paragraph 4 of the Stipulation and Settlement Resolving Claim Nos. 275 and 277 [Docket No. 849, Ex. A] (the Stipulation ) and paragraph 20.C of this Confirmation Order, the settlement of issues and disputes related to (1) the proofs of claim filed by Cofides against ABUS and ABOP on account of the guarantees provided by ABUS and ABOP of the obligations of Abengoa Bioenergia, S.A., an affiliate of the Debtors, under a put/call agreement among Cofides, Abengoa, S.A., Abengoa Bioenergia, S.A., and Abengoa Bioenergy Meramec Renewable, Inc.; and (2) the Adversary Proceeding and Cofides Litigation. The Court finds that the relief sought in the Cofides Settlement Motion is an exercise of sound business judgment, and is in the best interests of the Debtors, the Debtors estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Cofides Settlement Motion establish just cause for the relief granted herein, and that the Cofides Settlement Motion satisfies rules 2002 and 9019 of the Federal Rules of Bankruptcy Procedure. NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. Findings of Fact and Conclusions of Law. The above-referenced findings of fact and conclusions of law are hereby incorporated by reference as though fully set forth herein. 2. Notice of the Confirmation Hearing. Notice of the Confirmation Hearing complied with the terms of the Solicitation Procedures Order, and notice of the Confirmation Hearing (including hearing on the Cofides Settlement Motion) was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, and was in compliance with the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules. \NY / v11 EAST\

18 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 18 of Solicitation. The solicitation of votes on the Plan complied with the Solicitation Procedures Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and applicable non-bankruptcy law. 4. Confirmation of the Plan. The Plan is approved and confirmed under section 1129 of the Bankruptcy Code. The terms of the Plan are incorporated by reference into, and are an integral part of, this Confirmation Order. 5. Objections Resolved or Overruled. All objections, responses, reservations, statements and comments in opposition or with respect to the Plan and Cofides Settlement, other than those withdrawn with prejudice, waived, or settled prior to, or on the record at, the Confirmation Hearing are overruled in their entirety on the merits. 6. General Authorizations. The Plan was approved by an authorized officer or representative of each Debtor. Pursuant to the appropriate provisions of the corporate or business organizations law of the applicable states of organization of the Debtors, including, without limitation, DGCL 303, and section 1142(b) of the Bankruptcy Code, no additional action of the respective directors, members, managers, or stockholders of the Debtors shall be required to authorize the Debtors to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Plan and any contract, instrument, or other document, including without limitation, the GUC Liquidating Trust Agreement, to be executed, delivered, adopted, or amended in connection with the implementation of the Plan. 7. Binding Effect. On Effective Date, the provisions of the Plan shall bind the Debtors, the GUC Liquidating Trustee, the GUC Liquidating Trust, any Holder of a Claim against, or Equity Interest in, a Debtor (irrespective of whether such Claim or Equity Interest is \NY / v11 EAST\

19 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 19 of 91 Impaired under the Plan or whether the Holder of such Claim or Equity Interest has accepted the Plan), any and all non-debtor parties to executory contracts and unexpired leases with the Debtors, any other party in interest in these Chapter 11 Cases, and the respective Representatives (but solely in their capacity as Representatives and not in any other capacity), heirs, executors, administrators, successors, or assigns, if any, of any of the foregoing. 8. Vesting of Assets. As of the Effective Date, pursuant to the provisions of Bankruptcy Code section 1141(b) and (c), except as otherwise provided herein or in the Plan, any Assets that are property of the Debtors or their respective Estates on the Effective Date, including, without limitation, all Causes of Action, including, without limitation, those Causes of Action specifically identified in the Disclosure Statement, Plan Supplement, and GUC Liquidating Trust Agreement, shall vest in the GUC Liquidating Trust, as set forth in the Plan, free and clear of all Claims, Liens, encumbrances and interests of any kind. The GUC Liquidating Trust Agreement, in substantially the form filed on June 6, 2017 [Docket No. 1439], is hereby approved, and all of the Debtors right, title and interest in the Liquidating Trust Assets (as defined in the GUC Liquidating Trust Agreement) shall be transferred to, and vest in, the GUC Liquidating Trust on the Effective Date. The GUC Liquidating Trustee shall have all the duties, powers, rights, title, discretion and privileges designated to the GUC Liquidating Trustee or GUC Liquidating Trust in the Plan, this Confirmation Order and in the GUC Liquidating Trust Agreement, and all references in the Plan and this Confirmation Order to the distribution of the Debtors assets shall be deemed to refer to the Debtors assets as transferred to the GUC Liquidating Trust, unless otherwise stated. The Debtors and the GUC Liquidating Trustee are authorized to enter into the GUC Liquidating Trust Agreement, in substantially the form filed on June 6, 2017 [Docket No. 1439], and the terms of the GUC Liquidating Trust Agreement are \NY / v11 EAST\

20 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 20 of 91 hereby incorporated in this Confirmation Order by reference as if fully set forth in this Confirmation Order; and the Debtors and the GUC Liquidating Trustee are authorized to perform their respective obligations under the GUC Liquidating Trust Agreement. The GUC Liquidating Trust is intended to be a liquidating trust (a) as such term is defined in Section (d) of U.S. Treasury Regulations, and (b) in accordance with the requirements set forth in Revenue Procedure 94-45, C.B Implementation of the Plan. The Debtors and the GUC Liquidating Trustee are hereby authorized to execute, deliver, file, or record such documents, contracts, instruments, releases, and other agreements, and take such other actions as may be necessary to effectuate, implement, and further evidence the terms and conditions of the Plan, this Confirmation Order, and the GUC Liquidating Trust Agreement. On and after the Effective Date, the GUC Liquidating Trustee is authorized and empowered to issue, execute, file, and deliver or record such documents, contracts, instruments, releases, and other agreements in the name of and on behalf of the GUC Liquidating Trust. 10. Compromise of Controversies. The settlements of Claims and Causes of Action provided for in the Plan and the Cofides Settlement Motion are approved in all respects pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 as fair and reasonable and in the best interests of each of the Debtors, their estates and creditors. Further, the settlements of Claims and Causes of Action provided for in the Plan and the Cofides Settlement Motion are deemed an integrated compromise and settlement and, accordingly, are non-severable from each other and from all other terms of the Plan. Each provision of the settlements of Claims and Causes of Action provided for in the Plan and the Cofides Settlement Motion is non-severable from each other and the remaining terms of the Plan. The compromises and settlements \NY / v11 EAST\

21 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 21 of 91 embodied in the settlements of Claims and Causes of Action provided for in the Plan and the Cofides Settlement Motion are fair, equitable, and within the range of reasonableness. The Debtors and the GUC Liquidating Trustee, as applicable, are duly authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents, and papers, and to take any and all actions reasonably necessary or appropriate to consummate the settlements of Claims and Causes of Action in these Chapter 11 Cases provided for in the Plan, this Confirmation Order, and the Cofides Settlement Motion. 11. Rejection of Executory Contracts and Unexpired Leases. As of the Effective Date, all executory contracts and unexpired leases to which any Debtor is a party are hereby rejected, except for any executory contract or unexpired lease (i) that has been assumed or rejected by an order of the Bankruptcy Court entered prior to the Effective Date or (ii) as to which a motion for approval of the assumption of such executory contract or unexpired lease has been filed and served prior to the Effective Date. 12. Preservation of Insurance. Notwithstanding anything to the contrary contained herein or in the Plan, nothing shall diminish or impair the enforceability of any insurance policy or claim of the Debtors that may provide coverage for claims, Claims, Causes of Action or causes of action against the Debtors, their current and former directors and officers, the GUC Liquidating Trust, or any other Person or Entity. 13. Binding Exculpation Provision. All exculpation provisions embodied herein, in the Plan, or in the GUC Liquidating Trust Agreement, including but not limited to, those contained in Article IX of the Plan, are approved and shall be effective and binding on all Persons and Entities, to the extent provided therein or herein. \NY / v11 EAST\

22 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 22 of Binding Release Provisions. All release provisions embodied herein and/or in the Plan, including but not limited to, those contained in Article IX of the Plan, are approved and shall be effective and binding on all Persons and Entities, to the extent provided herein or therein. Notwithstanding any provision of the Plan, this Confirmation Order, or any implementing or supplementing Plan Supplement, nothing contained in this Confirmation Order or the Plan or the Plan Supplement shall release the Parent from its obligations to pay the fees and expenses of Alvarez & Marsal. 15. Binding Injunction Provisions. All injunction provisions embodied herein and/or in the Plan, including but not limited to those contained in Article IX of the Plan, are approved and shall be effective and binding on all Persons and Entities, to the extent provided herein or therein. 16. Payment of Statutory Fees. All statutory fees owing to the U.S. Trustee that are due and owing as of the Effective Date or that have accrued, but are not yet due, as of the Effective Date shall be paid or fully reserved for by the Debtors and paid in full when such fees are due. The Debtors shall file all quarterly reports due prior to the Effective Date when they become due, in a form reasonably acceptable to the U.S. Trustee. After the Effective Date, the GUC Liquidating Trustee shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Notwithstanding the substantive consolidation provided for in the Plan, each and every Debtor shall remain responsible for the payment of quarterly fees pursuant to 28 U.S.C. 1930, until the earliest of that particular Debtor s Chapter 11 Case being closed, dismissed or converted to a case under Chapter 7 of the Bankruptcy Code. 17. Reversal/Stay/Modification/Vacatur of Confirmation Order. Except as otherwise provided in this Confirmation Order, if any or all of the provisions of this Confirmation Order \NY / v11 EAST\

23 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 23 of 91 are hereafter reversed, modified, vacated, or stayed by subsequent order of the Bankruptcy Court or any other court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of the acts and obligations incurred or undertaken under or in connection with the Plan and this Confirmation Order prior to the Debtors receipt of written notice of such order. Notwithstanding any such reversal, stay, modification, or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, or in reliance on, this Confirmation Order prior to the effective date of such reversal, stay, modification, or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Plan and all related documents, including, without limitation, the GUC Liquidating Trust Agreement or any amendments or modifications thereto. 18. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 11 Cases and all Entities with respect to all matters related to the Chapter 11 Cases, the Debtors, and the Plan, including, without limitation, the GUC Liquidating Trust, as is legally permissible, including, without limitation, jurisdiction to: i. allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Equity Interest against the Debtors, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims; ii. grant, deny or otherwise resolve any and all applications of Professionals or Persons retained in the Chapter 11 Cases by the Debtors or the Committee for allowance of compensation or reimbursement of expenses authorized by the Bankruptcy Code or the Plan, for periods ending by the Effective Date; iii. resolve any matters related to the assumption, assignment or rejection of any executory contract or unexpired leases 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 Claims arising therefrom; \NY / v11 EAST\

24 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 24 of 91 iv. ensure that Distributions to Holders of Allowed Claims are accomplished under the provisions of the Plan, including by resolving any disputes regarding the entitlement of the GUC Liquidating Trust or the GUC Liquidating Trustee to recover assets held by third parties; v. 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 or instituted by the GUC Liquidating Trustee after the Effective Date; vi. enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all other contracts, instruments, releases, indentures and other agreements or documents adopted in connection with the Plan, including without limitation the GUC Liquidating Trust Agreement, or this Confirmation Order; vii. resolve any cases, controversies, suits or disputes that may arise in connection with the Effective Date, interpretation or enforcement of the Plan, this Confirmation Order, or any Entity s obligations incurred in connection with the Plan; viii. issue injunctions, enforce them, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Entity with the Effective Date or enforcement of the Plan, except as otherwise provided in the Plan; ix. enforce Article IX.A, Article IX.B, Article IX.C, and Article IX.D of the Plan; x. enforce the Injunction set forth in Article IX.E of the Plan; xi. resolve any cases, controversies, suits or disputes with respect to the releases, injunction, and other provisions contained in Article IX of the Plan, and enter such orders as may be necessary or appropriate to implement or enforce all such releases, injunctions, and other provisions of the Plan; xii. enter and implement such orders as necessary or appropriate if this Confirmation Order is modified, stayed, reversed, revoked, or vacated; xiii. resolve any other matters that may arise in connection with or related to the Plan, the Disclosure Statement, this Confirmation Order, the GUC Liquidating Trust Agreement, the GUC Liquidating Trustee, or any contract, instrument, release, indenture, or other agreement or document adopted in connection with the Plan or the Disclosure Statement; and xiv. enter one or more orders and Final Decrees closing the Chapter 11 Cases. \NY / v11 EAST\

25 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 25 of Exemption from Certain Taxes. Pursuant to section 1146(a) of the Bankruptcy Code, all transactions, and the delivery and recordation of any instrument, under, in furtherance of, or in connection with the Plan shall not be subject to any stamp tax, real estate transfer tax, or similar transfer fee or tax. 20. Modifications to the Plan. A. Provisions Relating to the United States. i. FCC Licenses. Nothing in the Plan, this Confirmation Order, or any implementing or supplementing Plan Supplement relieves the Debtors or the GUC Liquidating Trustee from their obligations to comply with the Communications Act of 1934, as amended, and the rules, regulations and orders promulgated thereunder by the Federal Communications Commission ( FCC ). No transfer of control of a licensee or transfer of a federal license or authorization issued by the FCC shall take place prior to the issuance of FCC regulatory approval for such transfer of control or transfer of license or authorization pursuant to applicable FCC regulations. The FCC s rights and powers to take any action pursuant to its regulatory authority, including, but not limited to, imposing any regulatory conditions on such transfers, are fully preserved, and nothing herein shall proscribe or constrain the FCC s exercise of such power or authority. ii. Releases. For the avoidance of doubt and notwithstanding anything else in the Plan, this Confirmation Order, or any implementing or supplementing Plan Supplement, (i) neither of Arizona Solar One LLC nor Mojave Solar LLC is a Released Party, and (ii) none of Arizona Solar One LLC, Mojave Solar LLC, or the United States of America (including the Department of Energy and the Federal Financing Bank) is providing or shall be deemed to have provided any release of the Released Parties under Section IX.B.2 of the Plan. iii. Notwithstanding any provision of the Plan, this Confirmation Order, or any implementing or supplementing Plan Supplement, the United States setoff rights under federal law as recognized in section 553 of the Bankruptcy Code, and recoupment rights, shall be preserved and are unaffected. iv. For the avoidance of doubt, the Administrative Claims Bar Date does not and cannot apply to payment of tax liabilities; provided, however, that nothing contained in the Plan shall be deemed to be an admission by the Debtors of any tax liability to the Internal Revenue Service (the IRS ) or any other entity. \NY / v11 EAST\

26 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 26 of 91 v. Administrative liabilities to the IRS shall be timely reported and paid in the normal course of business and shall include interest pursuant to I.R.C. section 6621 and 6622 and penalties, if any; provided, however, that nothing contained in the Plan shall be deemed to be an admission by the Debtors of any tax liability to the IRS or any other entity. vi. Notwithstanding anything to the contrary contained in the Plan or this Confirmation Order, interest will be paid in connection with any Allowed Priority Tax Claims; provided, however, that nothing contained in the Plan shall be deemed to be an admission by the Debtors of any tax liability to the IRS or any other entity. vii. Notwithstanding anything to the contrary contained in the Plan or this Confirmation Order, the Debtors shall not be discharged from any obligation to the United States of America relating to tax liabilities that is otherwise non-dischargeable pursuant to relevant Title 11 and non-title 11 statutes. viii. Upon a default under the Plan relating to tax liabilities, the administrative collection powers and the rights of the IRS will be reinstated as they existed prior to the filing of the bankruptcy petition, including, but not limited to, the filing of a Notice of Federal Tax Lien and the powers of levy, seizure, and sale under the Internal Revenue Code. B. Resolution of Informal Comments of GATX. i. Nothing in the Plan or this Confirmation Order (including any provisions regarding satisfaction of Claims, releases, injunction, exculpation and discharge) shall limit or impair the rights of GATX Corporation or Wells Fargo Northwest, National Association (collectively, the Portales Claimants ), as holders of an allowed unsecured claim against Abengoa Bioenergy Company, LLC (the Allowed Portales Claim ) pursuant to that certain Agreed Order on Debtors Motion for Entry of an Order (I) Authorizing Rejection of Portales Contracts and (II) Authorizing Debtors to Abandon Related Property entered by this Court on or about October 20, 2016 (Docket No. 724), from recovering against non-debtor guarantors of the Allowed Portales Claim obligations (including any recovery or distribution to Portales Claimants under the MRA). C. Resolution of the Cofides Litigation. The Cofides Settlement is hereby approved pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 as fair and reasonable and in the best interests of each of the Debtors, their estates and creditors, and the Cofides Litigation is resolved upon the following terms: i. The Cofides Litigation shall be immediately stayed, and all deadlines in connection with the Cofides Litigation (including the deadline for Cofides \NY / v11 EAST\

27 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 27 of 91 to object to the Plan), shall be indefinitely adjourned, pending approval of the Settlement by this Court and confirmation of the Plan, and approval by the U.S. Bankruptcy Court for the District of Delaware of a stipulation embodying the terms of the Settlement (the Delaware Stipulation ); ii. Claim No. 959 against Abengoa Bioenergy Operations, LLC and Claim No. 960 against Abengoa Bioenergy US Holding, LLC (collectively, the Cofides Claims ) shall each be finally Allowed as general unsecured claims against Abengoa Bioenergy Operations, LLC and Abengoa Bioenergy US Holding, LLC, respectively, in the amount of $53 million, which amount shall include all interest, fees, and any other obligations; provided, for the avoidance of doubt, that in accordance with Article IV.B of the Plan, Cofides shall only be entitled to a recovery on account of one $53 million claim against the Bioenergy Debtors in the Chapter 11 Cases. The Cofides Claims shall receive treatment under the Plan as a claim in the Bioenergy Class 2: General Unsecured Claims. No part of the Cofides Claims shall be entitled to priority treatment. Pursuant to the release provided to Cofides in paragraph 20.C.iv of this Confirmation Order, no part of the Cofides Claims shall be subject to subordination, recharacterization, objection, counter-claim, disallowance, or other challenge, and the Debtors, the GUC Liquidating Trust, the GUC Liquidating Trustee, on behalf of themselves and the Debtors estates, waive and release Cofides of any defenses or counterclaims to the Cofides Claims, any claims for subordination or recharacterization of the Cofides Claims, or any similar or analogous claim or defense with respect to the Allowed Claims, in each case, under any provision of the Bankruptcy Code or any other applicable law and/or equity; provided, for the avoidance of doubt, that the GUC Liquidating Trustee may enforce paragraph 20.C.ix. of this Confirmation Order; iii. Cofides s general unsecured claims in the Delaware Chapter 11 Cases against Abengoa US, LLC and Abengoa Bioenergy Holdco, Inc. shall be allowed in the amount of $50 million pursuant to the Delaware Stipulation; 2 iv. The Plan is hereby amended pursuant to paragraph 20.D.vi of this Confirmation Order to provide that Cofides and its Representatives shall constitute Released Parties under the Plan; v. The Delaware Debtors estates shall release Cofides and its Representatives on the terms provided under Article IX.B.1 of the Delaware Plan pursuant to the Delaware Stipulation; 2 In this Confirmation Order the Court is not approving the claim allowance in the Delaware Chapter 11 Cases, which shall be subject to the Delaware Stipulation. \NY / v11 EAST\

28 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 28 of 91 vi. Notwithstanding any terms of this Confirmation Order or the Plan to the contrary, the Disbursing Agent will distribute to Cofides at the address set forth on the proofs of claim for the Cofides Claims an indefeasible cash payment of $2 million from the GUC Liquidating Trust within 30 days after the Effective Date of the Plan, subject to satisfaction of reasonable and customary conditions for making such a transfer, which indefeasible payment shall constitute a non-refundable advance on the recovery of the Debtors claims against ABBK; vii. Cofides will be indefeasibly paid in cash the following amounts from the Debtors estates promptly upon the receipt of such proceeds by the Debtors estates from the recovery of the Debtors claims against ABBK: (i) the first $300,000 of net proceeds of recovery from ABBK from $4 million to $5 million, (ii) the first $150,000 of net proceeds of recovery from ABBK from $5 million to $6 million, and (iii) the first $350,000 of net proceeds of recovery from ABBK above $6 million; viii. The Committee or GUC Liquidating Trustee (as applicable) shall use their respective best efforts, consistent with their respective duties, to realize the highest amount of net proceeds from ABBK available under the circumstances, provided, however, that neither the Committee nor the GUC Liquidating Trustee shall be subject to any liability related to the foregoing; and shall consult in good faith with Cofides on any settlement with ABBK, provided that Cofides agrees to defer to the Committee or the GUC Liquidating Trust (as applicable) on any ABBK settlement that provide net proceeds to the Debtors estates in excess of $5 million; ix. Consistent with the Stipulation, Cofides aggregate recoveries from all sources (including the MRA Distributions, as defined below, and distributions under the Plan, the Delaware Plan, and this Settlement) is limited to 100% of its allowed claims in these Chapter 11 Cases (i.e., $53 million) for the purposes of distributions under the Plan and 100% of its allowed claims in the Delaware Chapter 11 Cases (i.e., $50 million) for the purposes of distributions under the Delaware Plan; provided that, subject to the 100% recovery limitation in paragraph 4 of the Stipulation, Cofides shall be entitled to distributions under the Plan and the Delaware Plan on account of the full amount of its allowed claims without any discount until Cofides is paid in full on account of its allowed claims in these Chapter 11 Cases (i.e., $53 million) for the purposes of distributions under the Plan and 100% of its allowed claims in the Delaware Chapter 11 Cases (i.e., $50 million) for the purposes of distributions under the Delaware Plan; provided, further, that distributions that Cofides has received under the MRA (the MRA Distributions ) shall be deemed to be valued at $5.3 million for the purposes of these Chapter 11 Cases and the Delaware Chapter 11 Cases; \NY / v11 EAST\

29 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 29 of 91 x. Cofides shall be deemed to vote in favor of the Plan and opt-in to the Releases set forth in Article IX.B.2 of the Plan upon (i) the entry of the Confirmation Order (which shall be a Final Order) by the Court, in form and substance acceptable to the Debtors, the Committee, and Cofides, (x) approving the Settlement and (y) confirming the Plan; and (ii) entry of the Delaware Stipulation (which shall be a Final Order), in form and substance acceptable to the Debtors, Cofides, the Litigation Trustee and the applicable Liquidating Trustee, approving the Settlement and providing that Cofides is deemed to opt-in to the releases set forth in Article IX.B.2 of the Delaware Plan; provided that notwithstanding anything in this Confirmation Order or the Plan to the contrary, the opt-in to the Releases set forth in Article IX.B.2 of the Plan by Cofides shall have no effect on the rights of Cofides and other relevant parties with respect to transactions among Cofides and non-debtors; provided, further, that the Delaware Stipulation shall provide, in form and substance acceptable to Cofides, that notwithstanding anything in the Delaware Plan or the order confirming the Delaware Plan to the contrary, the opt-in to the Releases set forth in Article IX.B.2 of the Delaware Plan by Cofides shall have no effect on the rights of Cofides and other relevant parties with respect to transactions among Cofides and non-debtors; xi. The Committee s complaint filed in the Adversary Proceeding shall be dismissed with prejudice upon the occurrence of the events set forth in paragraph 20.C.x; xii. None of the Debtors and the Delaware Debtors, nor any party acting on their behalf or on behalf of their respective estates, including without limitation the Committee, the GUC Liquidating Trustee, and the Litigation Trustee and Liquidating Trustees appointed under the Delaware Plan, shall be entitled to any discovery from Cofides or its affiliates or their respective Representatives concerning recoveries on Cofides s claims, except for reasonable discovery related to any violation of Cofides representations in paragraph 20.C.xiii; and xiii. Cofides is hereby deemed to have represented to the Committee that, other than the MRA Distributions and distributions under the Plan, the Delaware Plan, and this Settlement, to the best of Cofides s knowledge following reasonable inquiry, neither Cofides nor any other entity owned or controlled by the Kingdom of Spain has received or anticipates receiving consideration from any source on account of Cofides s claims against Abengoa, S.A., Abengoa Bioenergía, S.A., the Debtors, or the Delaware Debtors arising from the Put/Call Agreement or the Investment Agreement (as defined in the Stipulation). Cofides also represents to the Committee that it is currently unaware of any non-public information that would result in a material increase in the value of its MRA Distributions; provided, however, that Cofides shall not be subject to any liability \NY / v11 EAST\

30 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 30 of 91 related to the foregoing in the event that Cofides aggregate recoveries from all sources is equal to or less than 100% of its allowed claims. D. Resolution of Cofides 3018 Motion. Cofides Motion for Estimation and Temporary Allowance of Claims of Cofides Solely for Voting Purposes Pursuant to Bankruptcy Rule 3018 [Docket No. 1276] is resolved as moot and deemed withdrawn by entry of this Confirmation Order. E. Resolution of Objection of Decker Electric, Inc.. Decker Electric, Inc. ( Decker ) withdraws its objection to confirmation of the Plan [Docket No. 1325] and the Plan Proponents and Decker agree that Decker shall receive a payment of $55,602.24, to be made on or before the Effective Date of the Plan, in full payment and satisfaction of its Claim Nos. 948 and 956. F. Resolution of Objection of DeWine Mechanical, Inc.. DeWine Mechanical, Inc. ( DeWine ) withdraws its objection to confirmation of the Plan [Docket No. 1317] and the Plan Proponents and DeWine agree that: (a) DeWine s Claim No. 192 shall constitute an Allowed Other Secured Claim in the amount of $296, (the DeWine Claim ), classified in Bioenergy Class 1 of the Plan; (b) the DeWine Claim shall be paid in full in cash on or before the Effective Date of the Plan; and (c) payment in full of the DeWine Claim shall represent DeWine s only distribution under the Plan in respect of Claim No. 192, but shall be without prejudice to any other proofs of claim DeWine may have asserted against the Debtors, as to which all parties rights are reserved. G. Modifications to Defined Terms. i. General Unsecured Claims means Claims against any Debtor that are not Administrative Claims, Accrued Professional Compensation Claims, DIP Claims, Other Secured Claims, Priority Tax Claims, Other Priority Claims, Intercompany Claims by Debtor Affiliates, Intercompany Claims by Non-Debtor Affiliates, MRA Guarantee Claims, or Equity Interests. ii. MRA Guarantee Claim means any Claim against a Debtor that arises from a guarantee provided by such Debtor in respect of (i) the Notes; 3 (ii) that certain syndicated credit facility dated September 30, 2014; (iii) that certain revolving credit agreement dated September 23, 2015, to the extent not otherwise satisfied in accordance with the Master Restructuring Agreement, or (iv) that certain emergency credit facility dated December 24, 2015, to the extent not otherwise satisfied in accordance with the Master Restructuring Agreement; or (v) that certain 125 million Prestamo BEI facility, to the extent not otherwise satisfied in accordance 3 The parties continue to conduct diligence to determine if any additional credit facilities should be included in the Plan s definition of MRA Guarantee Claim. The parties reserve all rights to the extent that additional credit facilities are discovered during this diligence process. \NY / v11 EAST\

31 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 31 of 91 with the Master Restructuring Agreement. With respect to (x) that certain 30 million Prestamo ICO facility; or (y) that certain 14 million Financiacion bilateral Inabensa Bharat Priv Lim facility, such Claims shall only be entitled to treatment as MRA Guarantee Claims to the extent that they become Allowed. In no event will any Claim listed as an MRA Guarantee Claim (including, without limitation, the Claims listed above at (x) and (y) of this paragraph) be treated under any Class other than Class 3, nor shall any such Claim ever receive any distribution from any Debtor other than from the MRA Guarantee Claims Fund. iii. Note Agents means (i) Deutsche Bank Trust Company Americas, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, BT Globenet Nominees Limited, Deutsche Bank, S.A.E. and Deutsche Bank Luxembourg S.A., and (ii) to the extent necessary to make distributions under the Plan to Holders of relevant Notes, Citibank, N.A., London Branch, Bondholders, S.L., Cede & Co. and Citivic Nominees Limited, in each case in their capacity as trustee, fiscal agent, paying agent, transfer agent, registrar, note custodian, depository, commissioner or legal owner (as applicable) in respect of the Notes. iv. Notes means collectively: Abengoa, S.A. s 500,000, % Notes due 2016 (ISIN: XS ); Abengoa, S.A. s 400,000, % Senior Unsecured Convertible Notes due 2019 (Rule 144A Notes ISIN: XS ; Regulation S Notes ISIN: XS ); Abengoa, S.A. s US$279,000, % Exchangeable Notes due 2017 (Rule 144A Notes ISIN: US00289RAD44, CUSIP: 00289RAD4; Regulation S Notes ISIN: XS ); Abengoa Finance, S.A.U. s US$650,000, % guaranteed Senior Notes due 2017 (Rule 144A Notes ISIN: US00289RAA05, CUSIP: 00289RAA0; Regulation S Notes ISIN: USE0002VAC84, CUSIP: E0002VAC8); Abengoa Finance, S.A.U. s 550,000, % guaranteed Senior Notes due 2018 (Rule 144A Notes ISIN: XS ; Regulation S Notes ISIN: XS ); Abengoa Greenfield, S.A. s 265,000, % guaranteed Senior Notes due 2019 (Rule 144A Notes ISIN: XS ; Regulation S Notes ISIN: XS ); Abengoa Greenfield, S.A. s US$300,000, % guaranteed Senior Notes due 2019 (Rule 144A Notes ISIN: US00289WAA99, CUSIP: 00289WAA9; Regulation S Notes ISIN: USE00020AA01, CUSIP: E00020AA0); Abengoa Finance, S.A.U. s US$450,000, % guaranteed Senior Notes due 2020 (Rule 144A Notes ISIN: US00289VAB99, CUSIP: 00289VAB9; Regulation S Notes ISIN: USE0000TAE13, CUSIP: E0000TAE1); Abengoa Finance, S.A.U. s 375,000, % guaranteed Senior Notes due 2020 (Rule 144A Notes ISIN: XS ; Regulation S Notes ISIN: XS ); Abengoa Finance, S.A.U. s 500,000, % guaranteed Senior Notes due 2021 (Rule 144A Notes ISIN: XS ; Regulation S Notes ISIN: XS ); and, to the extent the Debtors liability, if any, is not \NY / v11 EAST\

32 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 32 of 91 already satisfied, the Abengoa, S.A. s 250,000, % Senior Unsecured Convertible Notes due 2017 (ISIN: XS ). 4 v. Record Date means (i) except with respect to the MRA Guarantee Claims relating to the Notes, the date that the Disclosure Statement is approved by the Bankruptcy Court, and (ii) with respect to the MRA Guarantee Claims relating to the Notes, March 27, vi. Released Parties means, collectively, the Debtors, the Parent, the Creditors Committee, each of the Creditors Committee s members (solely in their capacity as members), any of the Go Forward Companies, Cofides, and the current and former Representatives of each of the foregoing. H. Modifications to Article IV. i. Section B, Paragraph 3: Notwithstanding the substantive consolidation of the Debtor Groups provided for herein, quarterly fees payable pursuant to 28 U.S.C shall continue to accrue for each Debtor until a particular Debtor s case is closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code. The Debtors reserve their rights to, in consultation with the GUC Liquidating Trustee, dismiss certain Debtors cases following confirmation of a Plan implementing substantive consolidation. ii. Section D, Title: The GUC Liquidating Trust; Vesting of Assets. iii. Section D, Paragraph 1: By the Effective Date, the Debtors, on their own behalf and on behalf of the GUC Liquidating Trust Beneficiaries, shall execute the GUC Liquidating Trust Agreement, in a form reasonably acceptable to the Creditors Committee, and all other necessary steps shall be taken to establish the GUC Liquidating Trust. The GUC Liquidating Trust shall be established for the sole purpose of adjudicating General Unsecured Claims in both the ABI/ABIL Liquidating Plan and the Bioenergy Liquidating Plan, converting to Cash all GUC Liquidating Trust Assets, and distributing the GUC Liquidating Trust s assets for the benefit of the beneficiaries of the GUC Liquidating Trust with no objective to continue or engage in the conduct of a trade or business. The GUC Liquidating Trust shall be deemed to be a party in interest for purposes of commencing, pursuing, prosecuting, defending, contesting, settling or compromising objections, as applicable, to General Unsecured Claims, Claims, or Causes of Action. Except as otherwise provided in the Plan, all property in the Estates of the Debtors, all Claims of the Debtors, all Causes of Action of the Debtors, and any property acquired by the 4 The parties continue to conduct diligence to determine if any additional Notes should be included in this definition. The parties reserve all rights to the extent that additional Notes are discovered during this diligence process. \NY / v11 EAST\

33 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 33 of 91 GUC Liquidating Trustee under or through the Plan, other than the MRA Guarantee Claims Fund, shall vest solely in the GUC Liquidating Trust free and clear of all Liens, Claims, charges, or other encumbrances on the Effective Date. The GUC Liquidating Trust shall be vested with all the powers and authority set forth in this Plan and the GUC Liquidating Trust Agreement. The GUC Liquidating Trustee shall be the sole entity responsible for reconciling and objecting to Claims, other than the MRA Guarantee Claims and DIP Claims which shall not be subject to an objection and are Allowed, and making Distributions to Allowed General Unsecured Claims, and Allowed MRA Guarantee Claims, and making all other payments and Distributions required to be made under and consistent with the terms of this Plan; provided, however, that Distributions to Holders of Allowed MRA Guarantee Claims relating to the Notes shall be made by the GUC Liquidating Trustee to the applicable Note Agents and then by the applicable Note Agents to the applicable Holders of such MRA Guarantee Claims as set forth in Article V.E and the Confirmation Order. iv. Section P: Except for purposes of evidencing a right to Distribution under the Plan, on the Effective Date, all agreements and other documents evidencing Claims or rights of any Holder of a Claim or Equity Interest against any of the Debtors, including, but not limited to, all indentures, notes, bonds and share certificates evidencing such Claims and Equity Interests and any agreements or guarantees related thereto shall be cancelled, terminated, deemed null and void and satisfied, as against the Debtors but not as against any other Person or Entity; provided, however, as against the Debtors, the indentures, notes, and other agreements or guarantees relating to the Notes and that certain syndicated credit facility dated September 30, 2014, shall continue in effect solely for purposes of: (a) enabling Holders of MRA Guarantee Claims to receive distributions under the Plan; (b) allowing Société Générale S.A. and the applicable Note Agents and the Disbursing Agent, as applicable, to make distributions under the Plan; and (c) preserving the Charging Liens, if any, of Société Générale S.A. and the Note Agents. For the avoidance of doubt, as against any other Person other than the Debtors, (i) the Notes and all indentures, notes, bonds, agreements, guarantees, or other documents related thereto shall not be cancelled or terminated but shall remain in full force and effect, except to the extent modified by the Master Restructuring Agreement, the Plan, the Delaware Plan, and/or the Confirmation Order, as applicable, (ii) all rights, indemnities, powers, and protections of each of Société Générale S.A. and the Note Agents under the indentures, fiscal agency agreements or other appointment agreements in relation to Société Générale S.A. and the Note Agents (as applicable) to which they are a party in connection with the Notes shall continue and remain in full force and effect, and (iii) such rights, indemnities, powers, and protections (except with respect to \NY / v11 EAST\

34 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 34 of 91 indemnification obligations of the Go-Forward Chapter 11 Companies that arise after the Restructuring Effective Date with respect to or in connection with any of the Liquidating Entities) shall not be affected in any way by the terms of the Plan or the Confirmation Order, or the transactions contemplated therein. As used herein, the terms Go- Forward Chapter 11 Companies, Restructuring Effective Date, and Liquidating Entities shall have the meanings given to such terms in the Master Restructuring Agreement. I. Modifications to Article V. i. Section D: Except as otherwise provided in a Final Order of the Bankruptcy Court, the transferees of Claims that are transferred under Bankruptcy Rule 3001 on or prior to the Record Date will be treated as the Holders of those Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to the transfer may not have expired by the Record Date. The GUC Liquidating Trustee shall have no obligation to recognize any transfer of any Claim occurring after the Record Date. In making any Distribution with respect to any Claim, the GUC Liquidating Trustee shall be entitled instead to recognize and deal with, for all purposes hereunder, only the Entity that is listed on the proof of Claim filed with respect thereto or on the Schedules as the Holder thereof as of the close of business on the Record Date and upon such other evidence or record of transfer or assignment that was known to the Debtors as of the Record Date and is available to the GUC Liquidating Trustee, as applicable. Except as otherwise provided in the Confirmation Order For the avoidance of doubt, the Record Date shall not be applicable with respect to distributions under the Plan on account of the MRA Guarantee Claims relating to the Notes shall be March 27, ii. Section E: Subject to Bankruptcy Rule 9010 and except as otherwise provided in this Plan, Distributions to the Holders of Allowed Claims (other than the MRA Guarantee Claims relating to the Notes) shall be made by the Disbursing Agent at (i) the address of each Holder as set forth in the Schedules, unless superseded by the address set forth on proofs of Claim filed by such Holder or (ii) the last known address of such Holder if no proof of Claim is filed or if the GUC Liquidating Trustee has been notified in writing of a change of address. With respect to the Notes, the GUC Liquidating Trustee shall disburse such distributions under the Plan to each Note Agent, and each Note Agent shall disburse or direct such distributions under the Plan for the benefit of the applicable Holders of the MRA Guarantee Claims relating to such Notes; provided, however, that to the extent any Note Agent makes such distributions to the applicable Holders of the MRA Guarantee Claims in respect of the Notes, such Note Agent shall retain all rights \NY / v11 EAST\

35 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 35 of 91 under its indenture in connection with delivery of distributions under the Plan to such Holders, including, without limitation, the right of such Note Agent to assert its Charging Lien, if any, against such distributions. Distributions to the applicable Holders of the MRA Guarantee Claims in respect of the Notes shall not constitute repayments of principal or interest, and the Depository Trust Company, Euroclear, Clearstream, and all other applicable clearing systems shall cooperate with and take all actions reasonably requested by each of the Note Agents to facilitate such distributions without requiring that such distributions be characterized as repayments of principal or interest. J. Modifications to Article VI. i. Section A, Paragraph 2: To the extent that the GUC Liquidating Trustee recovers any amounts on account of the Debtors Intercompany Claims against Non-Debtor Affiliate Abengoa Bioenergy Biomass of Kansas, LLC, (i) any amounts owed on account of the Kansas KEIP, which amount, for the avoidance of doubt, shall not exceed the aggregate amount of $354,520.00, shall be paid prior to any recovery to the GUC Liquidating Trustee, (ii) the first $300,000 of net proceeds of recovery from Abengoa Bioenergy Biomass of Kansas, LLC from $4 million to $5 million shall be paid to Cofides as soon as reasonably practicable, (iii) the first $150,000 of net proceeds of recovery from Abengoa Bioenergy Biomass of Kansas, LLC from $5 million to $6 million shall be paid to Cofides as soon as reasonably practicable, and (iv) the first $350,000 of net proceeds of recovery from Abengoa Bioenergy Biomass of Kansas, LLC above $6 million shall be paid to Cofides as soon as reasonably practicable. In addition, and notwithstanding anything herein or in the GUC Liquidating Trust Agreement to the contrary, Cofides will receive an indefeasible cash payment of $2 million from the GUC Liquidating Trustee within 30 days after the Effective Date, subject to satisfaction of reasonable and customary conditions for making such a transfer, which payment shall constitute a non-refundable advance on the recovery of the Debtors claims against Abengoa Bioenergy Biomass of Kansas, LLC. ii. Section B, Paragraph 2: [deleted in its entirety]. K. Modifications to Article VIII. i. Section A, Paragraph (vi): The Assets of the ABI/ABIL Debtors and Bioenergy Debtors contemplated by this Plan to be transferred to the GUC Liquidating Trust shall have been transferred to the GUC Liquidating Trust. \NY / v11 EAST\

36 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 36 of 91 L. Modifications to Article IX. i. Section B, Paragraph 1: Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, for the good and valuable consideration provided by each of the Released Parties, each of the Debtors, the Estates, and each of the Debtors and Estates Representatives (collectively, the Debtor Releasing Parties ) shall be deemed to have provided a full, complete, unconditional, and irrevocable release to the Released Parties, Société Générale S.A., the Note Agents, and the Note Agents Professionals (and each such party so released shall be deemed released by the Debtor Releasing Parties and the Creditors Committee and its members but solely in their capacity as members of the Creditors Committee and not in their individual capacities), from any and all Claims, Causes of Action and any other debts, obligations, rights, suits, judgments, damages, actions, remedies and liabilities whatsoever, whether accrued or unaccrued, whether known or unknown, foreseen or unforeseen, existing before the Effective Date, as of the Effective Date or arising thereafter, in law, at equity, whether for tort, contract, violations of statutes (including but not limited to the federal or state securities laws), or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way to the Debtors, including, without limitation, those that any of the Debtors would have been legally entitled to assert or that any Holder of a Claim or Equity Interest or other Entity would have been legally entitled to assert for or on behalf of any of the Debtors or the Estates, including those in any way related to the Chapter 11 Cases or the Plan; provided, however, that the foregoing release shall not prohibit the GUC Liquidating Trust from asserting any and all defenses and counterclaims in respect of any Disputed Claim asserted by any Released Parties; provided further that the Released Parties, Société Générale S.A., the Note Agents, and the Note Agents Professionals shall not be released from any act or omission that constitutes actual fraud, gross negligence, willful misconduct, or a criminal act as determined by a Final Order. Notwithstanding the above, the releases provided pursuant to Article IX.B.1 of the Plan shall not affect (a) any independent claims of third parties that are not asserted against the Debtors or their Estates, or (b) any Causes of Action and any other claims, debts, obligations, rights, suits, judgments, damages, actions, remedies and liabilities arising after the Effective Date and based on any act or omission, transaction, or other occurrence or circumstances taking place after the Effective Date; provided, however, that nothing set forth in the preceding provision shall in any way limit the exculpation provisions of Article IX.C of the Plan; provided further that nothing set forth in this provision shall release the intercompany claims by Debtors that are entitled to payment under the Master Restructuring Agreement. \NY / v11 EAST\

37 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 37 of 91 ii. Section D, Paragraph 1: Except as otherwise provided in the Plan or Confirmation Order, in accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that the Debtors and the Estates may hold against any Entity shall remain with the Debtors and the Estates on and after the Effective Date vest in and be completely and irrevocably transferred and assigned to the GUC Liquidating Trust. M. Modifications to Article X. i. Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 11 Cases and all Entities with respect to all matters related to the Chapter 11 Cases, the Debtors, and the Plan, including, without limitation, the GUC Liquidating Trust, as is legally permissible, including, without limitation, jurisdiction to: ii. Paragraph (iv): ensure that Distributions to Holders of Allowed Claims are accomplished under the provisions of the Plan, including by resolving any disputes regarding the Debtors entitlement of the GUC Liquidating Trust or the GUC Liquidating Trustee to recover assets held by third parties; iii. Paragraph (vi): enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all other contracts, instruments, releases, indentures and other agreements or documents adopted in connection with the Plan, including without limitation the GUC Liquidating Trust Agreement, or this Confirmation Order or the Disclosure Statement; iv. Paragraph (vii): resolve any cases, controversies, suits or disputes that may arise in connection with the Effective Date, interpretation or enforcement of the Plan, this Confirmation Order, or any Entity s obligations incurred in connection with the Plan; v. Paragraph (xiii): resolve any other matters that may arise in connection with or related to the Plan, the Disclosure Statement, this Confirmation Order, the GUC Liquidating Trust Agreement, the GUC Liquidating Trustee, or any contract, instrument, release, indenture, or other agreement or document adopted in connection with the Plan or the Disclosure Statement; and vi. Paragraph (xiv): enter an one or more orders and a Final Decrees closing the Chapter 11 Cases. 21. For the avoidance of doubt, notwithstanding anything to the contrary contained herein or the Plan: (a) the MRA Guarantee Claims, except as provided in the definition of MRA \NY / v11 EAST\

38 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 38 of 91 Guarantee Claims, shall constitute Allowed Claims for all purposes, including, without limitation, voting, confirmation, and Distribution, (b) the MRA Guarantee Claims and any distributions in respect thereof, except as provided in the definition of MRA Guarantee Claims, shall not be subject to subordination, setoff, recoupment, defense, estimation, dispute, objection, challenge or any attack; and (b) the MRA Guarantee Claims Fund and any other Assets that constitute part of the treatment for, and will be distributed to satisfy, the MRA Guarantee Claims under the Plan shall be for the sole benefit of holders of MRA Guarantee Claims and shall not be used for any other purpose. 22. Modifications to the Plan Prior to the Confirmation Date. Any modifications to the Plan since the commencement of solicitation of ballots, including, without limitation, those modifications set forth herein and in the Third Amended Joint Plans of Liquidation of the Debtors and the Official Committee of Unsecured Creditors under Chapter 11 of the Bankruptcy Code (collectively, the Modifications ), constitute immaterial modifications or do not adversely affect or change the treatment of any Claims or Equity Interests. Pursuant to section 1127(b) of the Bankruptcy Code and Bankruptcy Rule 3019, the Modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the resolicitation of acceptances or rejections of the Plan under section 1126 of the Bankruptcy Code, nor do they require that Holders of Claims against the Debtors be afforded an opportunity to change previously cast acceptances or rejections of the Plan. The filing of the Modifications and the disclosure of the Modifications on the record at the Confirmation Hearing, constitute due and sufficient notice thereof under the circumstances of the Chapter 11 Cases. Accordingly, the Plan (which consists of the Plan as modified by the Modifications) is properly before the Bankruptcy Court, and all \NY / v11 EAST\

39 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 39 of 91 votes cast with respect to the Plan prior to the Modifications shall be binding and shall apply with respect to the Plan. 23. Modifications to the Plan After the Confirmation Date. The Plan may be amended, modified, or supplemented by the Plan Proponents in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law without additional disclosure pursuant to section 1125 of the Bankruptcy Code, the Plan, and this Confirmation Order. In addition, after the Confirmation Date, the Plan Proponents may modify the Plan, subject to section 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistencies in the Plan or this Confirmation Order, with respect to such matters as may be necessary to carry out the purposes and effects of the Plan. Prior to the Effective Date, the Plan Proponents may make appropriate technical adjustments and modifications to the Plan without further order or approval of the Bankruptcy Court. 24. Closing of Chapter 11 Cases. On or as soon as practicable after the Effective Date, the Debtors or the GUC Liquidating Trustee, as applicable, are authorized to and shall submit an Order to the Bankruptcy Court seeking to close the Chapter 11 Cases of all but one of the Debtors. Once the Plan has been fully administered, the GUC Liquidating Trustee shall file a final report and a motion seeking a final decree in accordance with the applicable Bankruptcy Rules. 25. Governing Law. Except to the extent the Bankruptcy Code or Bankruptcy Rules apply, unless otherwise stated, and subject to the provisions of any contract, instrument, release, indenture or other agreement or document entered into in connection herewith, the rights and obligations arising hereunder shall be governed by, and construed and enforced in accordance \NY / v11 EAST\

40 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 40 of 91 with, the laws of the state of Delaware without giving effect to the principles of conflicts of laws thereof. 26. Applicable Non-Bankruptcy Law. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Plan, and related documents or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law, provided however, that this Paragraph shall have no force or effect with respect to the provisions herein relating to the United States in Paragraphs 20.A, 26, 27 or Documents and Instruments Filing/Recording. Each federal, state, commonwealth, local, foreign, or other governmental agency is hereby authorized to accept any and all documents and instruments necessary or appropriate to effectuate, implement, or consummate the transactions contemplated by the Plan and this Confirmation Order. 28. Governmental and Police and Regulatory. Nothing in this Confirmation Order or the Plan discharges, releases, precludes, or enjoins: (i) any liability to any governmental unit as defined in 11 U.S.C. 101(27) ( Governmental Unit ) that is not a claim as defined in 11 U.S.C. 101(5) ( Claim ); (ii) any Claim of a Governmental Unit arising on or after the Effective Date; (iii) any police power or regulatory liability to a Governmental Unit that any entity would be subject to as the owner or operator of property after the Effective Date; or (iv) any liability to a Governmental Unit on the part of any Person other than the Debtors or reorganized Debtors. Nor shall anything in this Confirmation Order or the Plan enjoin or otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liability described in the preceding sentence. Nothing in this Confirmation Order divests any tribunal of \NY / v11 EAST\

41 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 41 of 91 any jurisdiction it may have under police or regulatory law to interpret this Confirmation Order or the Plan or to adjudicate any defense asserted under this Confirmation Order or the Plan. 29. Governmental Approvals Not Required. Except as otherwise set forth in this Confirmation Order (including, without limitation, FCC determinations as set forth in Paragraph 20.A.i), this Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state or other Governmental Unit with respect to the implementation or consummation of the Plan, any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Plan. 30. For the avoidance of doubt, nothing in the Plan or this Confirmation Order shall impair the rights of any claimant to seek relief under section 502(c) of the Bankruptcy Code. 31. Notice of Entry of Confirmation Order and Effective Date. Within five (5) days after the Effective Date, the Debtors, with the assistance of the Debtors Claims Agent, shall file and serve a notice of the Effective Date on the following parties: (i) all parties filing a notice of appearance and request for service pursuant to Bankruptcy Rule 2002 in the Chapter 11 Cases, (ii) state and local taxing authorities in which the Debtors did business, (iii) the Internal Revenue Service, (iv) the Securities and Exchange Commission, (v) the United States Attorney for the Eastern District of Missouri, (vi) holders of Claims or Equity Interests, (vii) all counterparties to executory contracts and unexpired leases, (viii) the U.S. Trustee, and (ix) all persons or entities listed on the Debtors creditor mailing matrix. The notice of Effective Date shall include notice of (a) the bar date for filing rejection damage claims (or other claims for damages) arising from the rejection under the Plan of executory contracts and unexpired leases, which shall be thirty (30) days after service of notice of the Effective Date; (b) the Final Administrative Claims Bar \NY / v11 EAST\

42 Case Doc 1443 Filed 06/08/17 Entered 06/08/17 13:49:03 Main Document Pg 42 of 91 Date, which shall be 5:00 p.m., prevailing Central Time, on the first Business Day that is thirty (30) days after the Effective Date; and (c) the last day for filing final applications or motions for professional fees and expenses pursuant to Article II.D of the Plan, which shall be sixty (60) days after the Effective Date. 32. Substantial Consummation. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code. 33. Waiver of Stay. The stay of this Confirmation Order provided by any Bankruptcy Rule (including, without limitation, Bankruptcy Rules 3020(e), 6004(h), and 6006(d)), whether for fourteen (14) days or otherwise, is hereby waived, and this Confirmation Order shall be effective and enforceable immediately upon its entry by the Bankruptcy Court. 34. Inconsistency. To the extent of any inconsistency between this Confirmation Order and the Plan, this Confirmation Order shall govern. 35. No Waiver. The failure to specifically include any particular provision of the Plan in this Confirmation Order shall not diminish the effectiveness of such provision nor constitute a waiver thereof, it being the intent of this Court that the Plan is confirmed in its entirety and incorporated herein by reference. 36. Integration. Each of the ABI/ABIL Liquidating Plan and the Bioenergy Liquidating Plan is a fully integrated agreement, all provisions of each such Plan are fully dependent upon all other provisions and no provision may be severed or not enforced without the express consent of the Plan Proponents or the GUC Liquidating Trustee, as applicable. \NY / v11 EAST\