DISH Wireless Debtors - Chapter 11 DIP Terms

DIP Terms

Borrower / Guarantors

• DISH Wireless L.L.C. ("DWLLC"), a Colorado limited liability company, as debtor and debtor in possession, as DIP Borrower
• Each of the other DISH Wireless Debtors, as DIP Guarantors, guaranteeing the DIP Obligations on an unconditional, joint and several basis:
  • Neyland Networks LLC
  • DISH Wireless Leasing L.L.C.
  • DISH Wireless Retail Holding L.L.C.
  • DISH Infinite Corporation
  • DISH Wireless Retail Operating L.L.C.
• Given the parent-and-indirect-subsidiary relationship between the DIP Lender and the Borrower, the Borrower's board of managers established a special committee of independent managers (the "Special Committee") with exclusive authority over all conflicts matters, including the negotiation, execution, and performance of the DIP Credit Agreement, which authorized the agreement on behalf of the Borrower

DIP Lender

• EchoStar Corporation, a Nevada corporation, as DIP Lender

DIP Commitments

• Up to $85 million secured, superpriority, multi-draw debtor-in-possession term loan facility, secured by liens junior to the Prepetition Liens on Prepetition Collateral, available to the DIP Borrower upon entry of the Order, subject to the terms and conditions of the DIP Credit Agreement dated as of June 30, 2026
• The DISH Wireless Debtors, together with their advisors, determined they needed an additional $85 million of liquidity to effectuate the Decommissioning and consummate the restructuring transactions contemplated by the RSA and the Plan, including the Sale Transaction and the orderly resolution of billions of dollars of claims asserted against the DISH Wireless Debtors, in a value-maximizing manner
• Any amounts borrowed, if subsequently repaid or prepaid, may not be re-borrowed

Conditions of Borrowing

• Each DIP Loan is subject to conditions precedent, including:
  • The DIP Loan Parties shall have no more than $10 million of available unencumbered cash on hand in the aggregate
  • From and after the Petition Date, the DIP Loan Parties shall have reasonably complied with, and shall be in compliance with, the Approved Budget (subject to the Permitted Variances)
  • No contested matter or adversary proceeding shall have been commenced by the DIP Loan Parties against the DIP Lender or its non-Debtor affiliates
  • The representations and warranties of the DIP Borrower shall be true and correct in all material respects as of the funding date
  • A final order granting the relief requested shall have been entered and be in full force and effect
  • No Event of Default shall exist immediately prior to or after giving effect to the DIP Loan
  • The DIP Loan shall not exceed the aggregate projected cumulative disbursements set forth in the Approved Budget for the four-week period immediately following the proposed funding date, inclusive of any amounts required to be deposited into the Professional Fee Escrow Account during such period
• Except as provided for in the Carve Out, the DIP Lender has no obligation to make any DIP Loan unless all conditions precedent have been satisfied in full or waived

Use of Proceeds

• Proceeds of the DIP Facility and the DIP Collateral may be used solely in accordance with the DIP Documents and the Approved Budget (subject to the Permitted Variances), including:
  • To pay fees, interest, and other amounts payable under the DIP Documents as and when due
  • To pay reasonable and documented transaction and administrative costs, fees, and expenses incurred in connection with the Chapter 11 Cases, including funding the Carve Out
  • For working capital and general corporate purposes of the DISH Wireless Debtors, including costs and expenses related to the ongoing orderly Decommissioning of the DISH Wireless Debtors' extensive physical infrastructure
  • For such other purposes as may be detailed in the Approved Budget
• The proceeds of the DIP Facility shall not be used for any purpose not permitted by the Order, the DIP Documents, or the Approved Budget

Interest Rate

• 11.50% per annum, paid in kind by automatically capitalizing accrued and unpaid interest and adding it to the outstanding principal amount of the DIP Loans on each Interest Payment Date
• Interest Payment Date: the last day of each calendar month, commencing July 31, 2026
• Default Interest: during the continuance of an uncured Event of Default, the Interest Rate plus an additional 2.00% per annum, paid in kind
• All computations of interest are made on the basis of a 360-day year of twelve 30-day months

Fees

• EchoStar agreed to forego upfront fees and commitment fees that are customary in third-party DIP financings
• Notwithstanding the foregoing, the DIP Loan Parties are jointly and severally obligated to pay the DIP Lender's reasonable and documented professional fees and disbursements (counsel and other professionals) in connection with the Chapter 11 Cases, whether arising before or after the Petition Date, without the necessity of formal fee applications, no later than ten Business Days (the \"Review Period\") after receipt of the invoices, subject to the parties' dispute rights

Maturity

• December 31, 2026 or, if earlier, the date on which the outstanding principal amount of the DIP Loans has been declared, or automatically has become, due and payable (whether by acceleration or otherwise)
• The outstanding balance of the DIP Loans, together with any accrued and unpaid interest, is due and payable on the Maturity Date

Prepayments

• Voluntary Prepayments: the DIP Borrower may prepay all or any portion of the outstanding principal amount of the DIP Loans, together with accrued and unpaid interest, without premium, penalty, or break costs, on at least three Business Days' prior written notice
• Mandatory Prepayments: the DIP Lender may, in its sole discretion, require the DIP Borrower to:
  • Prepay the outstanding Secured Obligations in an amount equal to the proceeds of the Apple Securities Account that are released and become available to the DIP Loan Parties after the Agreement Execution Date (the "Released Funds"), or, if the outstanding Secured Obligations are less than the Released Funds, all of such outstanding Secured Obligations; and/or
  • Reduce the Total Commitment on a dollar-for-dollar basis, up to the total amount of the Released Funds plus the Previously Released Funds, in each case without duplication
• Any such prepayment or reduction does not constitute an acceleration or change the Maturity Date; within three Business Days of receiving written instructions from the DIP Lender, the Borrower must apply the Released Funds and/or Previously Released Funds accordingly, with no premium, penalty, or break costs
• This mechanism ensures the DIP commitment scales down to the extent liquidity from the Apple Securities Account becomes available

Carve Out

• An amount equal to the sum of:
  • All fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a), plus interest at the statutory rate
  • All reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code
  • All accrued and unpaid Allowed Professional Fees of the Debtors' Professionals and Committee Professionals incurred at any time before or on the first business day following delivery of a Carve Out Trigger Notice
  • Allowed Professional Fees incurred after the first business day following delivery of the Carve Out Trigger Notice, in an aggregate amount not to exceed $8 million (the "Post-Carve Out Trigger Notice Cap")
• The Carve Out is funded through weekly deposits into a segregated Professional Fee Escrow Account established with Epiq Corporate Restructuring LLC, as escrow agent, which deposits may be funded from proceeds of the DIP Facility
• The Professional Fee Escrow Account and all amounts on deposit therein are excluded from the DIP Collateral, are not subject to any DIP Lien, and are held in trust for the benefit of Professionals; DWLLC retains a reversionary interest in any amounts remaining after payment in full of all Secured Obligations, termination of the DIP Facility, allowance and payment in full of all Professional Fees within the Carve Out, and expiration or resolution of all appeal periods on fee orders
• A "Carve Out Trigger Notice" is a written notice delivered by the DIP Lender, following the occurrence and during the continuation of an Event of Default, stating that the Post-Carve Out Trigger Notice Cap has been invoked

Cash Collateral and Cash Management

• Parties with an interest in cash collateral: None
• Until all DIP Obligations are paid in full, the DIP Loan Parties shall maintain the cash management system in effect as of the Petition Date, as modified by the Order and any orders granting the relief requested in the Debtors' cash management motion
• As of the Petition Date, none of the DISH Wireless Debtors has opened or maintains any bank accounts other than the accounts listed in the exhibit attached to any order authorizing continued use of the existing cash management system

Credit Bid

• In connection with providing the DIP Facility, EchoStar has agreed to serve as the stalking horse bidder (the "Stalking Horse Bidder") and shall not be entitled to any bid protections
• As Stalking Horse Bidder, EchoStar will be entitled to credit bid any outstanding DIP Obligations against the $300 million cash portion of its purchase price
• The aggregate amount of DIP Loans actually advanced prior to the closing of the Sale Transaction shall be credited against and reduce, dollar-for-dollar, the cash consideration component of the purchase price ($300 million in cash, subject to reduction for DIP Obligations); such crediting and reduction shall not reduce the amount of the debt repayment to the Prepetition Secured Lender under the Prepetition Secured Loan Facility
• Subject to section 363(k) of the Bankruptcy Code, the DIP Lender has the right to credit bid, directly or through one or more acquisition vehicles, all or any portion of its claims arising under the DIP Documents, including the DIP Obligations, in any sale of all or any portion of the DIP Collateral
  • Any credit bid by the DIP Lender shall be accompanied by a cash payment in an amount sufficient to indefeasibly satisfy in full, at the closing of the applicable sale, all liens and claims senior to the DIP Liens, including the liens of the Prepetition Secured Lender

Avoidance Actions

• The DIP Collateral includes any Avoidance Actions arising under chapter 5 of the Bankruptcy Code, except for Avoidance Actions against the DIP Lender or any of its affiliates, representatives, agents, successors, or assigns (other than the DIP Guarantors), or the proceeds thereof
• The DIP Superpriority Claims are recoverable from the proceeds of any Avoidance Actions

Challenge Period

• The Challenge Period expires on the earlier of:
  • The deadline to object to confirmation of the DISH Wireless Debtors' plan of reorganization; and
  • (i) in the case of any party other than an Official Committee, 45 calendar days after entry of the Order, or (ii) in the case of an Official Committee, 30 calendar days after the appointment of such Official Committee
• If the Cases are converted to chapter 7 or a chapter 11 trustee is appointed prior to expiration, the Challenge Period is extended by the time remaining until the then-existing Challenge Period Termination Date plus 30 days
• Upon expiration without the filing of a Challenge (or if any Challenge is filed and overruled), all Challenges are deemed forever barred and the DISH Wireless Debtors' Stipulations become binding on all parties in interest

Securities and Priorities

• DIP Superpriority Claims: allowed superpriority administrative expense claims against each of the DISH Wireless Debtors, on a joint and several basis, with priority over any and all other administrative expenses, which claims shall at all times be:
  • Junior to the Carve Out
  • With respect to any DIP Collateral that also constitutes Prepetition Collateral, junior to the Prepetition Secured Loan Claims
  • With respect to the Apple Securities Account, junior to any claims of Apple, Inc.
  • Recoverable from the proceeds of any Avoidance Actions
• DIP Liens: valid, enforceable, binding, non-avoidable, and fully perfected security interests in and liens on all DIP Collateral, subject and subordinate to (a) the Carve Out and (b) with respect to any DIP Collateral that also constitutes Prepetition Collateral, the Prepetition Liens
  • The DIP Facility is secured by a lien on the DIP Collateral that is junior to the liens securing the Prepetition Secured Loan
  • Perfection by "control" within the meaning of the UCC is not required with respect to Deposit Accounts, Securities Accounts, or Commodity Accounts
• The DIP Collateral consists of substantially all of each DIP Loan Party's right, title, and interest in its property, whether now owned or hereafter acquired, including accounts, chattel paper, documents, general intangibles, payment intangibles, goods, instruments, investment property, deposit, securities, and commodity accounts, letter-of-credit rights, receivables, commercial tort claims, inventory, equipment, Avoidance Actions (subject to the exclusion noted above), records, and all proceeds thereof
• The DIP Collateral excludes: (a) the Apple Securities Account; (b) the Professional Fee Escrow Account and amounts on deposit therein; (c) claims against current or former directors, officers, managers, members, or other fiduciaries, including claims under D&O insurance policies, or the proceeds thereof; (d) claims, obligations, receivables, or causes of action against any affiliate of the Borrower, or the proceeds thereof; and (e) the work product, materials, and other records of the Special Committee

Events of Default

• Events of Default include, among others:
  • Failure to pay any principal, installment, fee, or interest when due, not cured within three Business Days of the applicable payment due date (with no grace period for any principal payment due on the Maturity Date)
  • Breach of the covenants in Sections 4.5, 4.6, or 4.8 of the DIP Credit Agreement, or breach of any other covenant remaining uncured for 20 calendar days
  • The dissolution, winding up, or liquidation of any Loan Party
  • Entry of an order converting any of the Chapter 11 Cases to chapter 7 or dismissing any of the Chapter 11 Cases
  • Obtaining or seeking authorization for Alternative Financing, unless junior in priority to the DIP Facility or providing for indefeasible payment in full in cash of all DIP Facility obligations concurrently with closing
  • Entry of an order reversing, staying for ten days or more, vacating, or otherwise modifying any DIP Order without the DIP Lender's consent (subject to a carve-out for amendments that do not adversely affect the DIP Lender's economic rights and are approved by the Court following notice)
  • Appointment of a chapter 11 trustee, responsible officer, or examiner with expanded powers without the DIP Lender's prior written consent
  • Entry of a final order granting relief from any stay to allow a third party to proceed against assets of the DIP Loan Parties having an aggregate value of $1 million or more
  • Termination or invalidation of the Asset Purchase Agreement, or a Court-authorized disposition of a material portion of the DIP Collateral outside the permitted exceptions, or the Court's failure to conduct a sale-approval hearing within 75 days after the Petition Date

Fiduciary Out

• No Loan Party is deemed to have breached the DIP Credit Agreement, and no default or Event of Default is deemed to have occurred, solely as a result of the Borrower or the Special Committee evaluating, negotiating, supporting, seeking approval of, or consummating any Alternative Financing or Alternative Sale, or taking or refraining from taking any action, to the extent the Special Committee determines in good faith, after consultation with its independent legal and financial advisors, that such action or omission is necessary or appropriate to comply with its fiduciary duties
  • Nothing therein impairs or modifies the DIP Lender's liens, claims, or priorities, or the DIP Loan Parties' obligation to indefeasibly repay the Obligations in full in cash; until such repayment, the Borrower must continue to comply in all material respects with the terms of the DIP Credit Agreement that are not inconsistent with the exercise of such fiduciary duties

Special Committee Investigation Budget

• From and after the Agreement Execution Date, and notwithstanding the DIP Budget, the Special Committee may expend up to $1 million on the Special Committee Investigation — the investigation and assessment of the merits and potential value of any potential claims and causes of action held by the Borrower against EchoStar or its subsidiaries, conducted by the legal advisors to the Special Committee pursuant to authority vested by the Board of Managers at a Board Meeting held on March 3, 2026 — for professional fees and other reasonable and documented expenses
• The amount is subject to increase; if the DIP Lender declines or fails to respond to a requested increase within three Business Days, the Special Committee may seek a Court order increasing the budget for cause. Neither expenditures within the budget nor any such order constitute an Event of Default; "cause" does not include events within the DIP Loan Parties' or Special Committee's control

Permitted Variance

• The DIP Facility is subject to an Approved Budget — an initial 13-week budget developed with the assistance of FTI Consulting — with compliance tested for each Variance Testing Period
• The initial Variance Testing Period is the four-week period commencing on the Monday immediately following the Petition Date and ending on the Friday of the fourth full calendar week thereafter, and each successive four-week period ending on Friday thereafter
• Actual cumulative disbursements for any Variance Testing Period (excluding Excluded Disbursements) shall not exceed 115% of projected cumulative total disbursements set forth in the Approved Budget for such period
• Concurrently with each Replacement Budget, the DIP Loan Parties shall deliver a Variance Report setting forth variances from the Approved Budget and certifying compliance or non-compliance with the Permitted Variances

Waivers

• Section 506(c): except to the extent of the Carve Out, no costs or expenses of administration may be charged against the DIP Lender, the Prepetition Secured Lender, or their respective claims or liens under sections 105 or 506(c) of the Bankruptcy Code without prior written consent; the DIP Loan Parties irrevocably waive any right of surcharge with respect to the DIP Collateral or the Prepetition Collateral
• Marshaling: except to the extent of the Carve Out, the DIP Lender shall not be subject to the equitable doctrine of "marshaling" or any similar doctrine with respect to the DIP Collateral
• Release: subject to the challenge rights and limitations of the Order, each of the Debtors and their estates unconditionally and irrevocably release the DIP Lender and the Prepetition Secured Lender, and their respective affiliates and related parties, from all claims and causes of action existing as of the date of the Order relating to the DIP Obligations, DIP Liens, DIP Documents, Prepetition Obligations, Prepetition Liens, or Prepetition Loan Documents, including "lender liability" and equitable subordination claims; the release does not limit claims arising from the DIP Lender's obligations under the DIP Documents or the Special Committee Investigation

Remedies and Modification of the Automatic Stay

• Upon the occurrence and during the continuation of a DIP Termination Event, and subject to any applicable grace period, the terms of the DIP Documents, and the Carve Out, the DIP Lender may file a motion (the \"Stay Relief Motion\") on no less than three Business Days' written notice (the \"Remedies Notice Period\") to the Court, counsel for the Debtors, counsel for any Official Committee, and the U.S. Trustee, seeking modification of the automatic stay to permit the DIP Lender to take Enforcement Actions
• Enforcement Actions include declaring all DIP Obligations immediately due and payable, exercising all secured-creditor rights and remedies under the UCC, immediately terminating the obligation to make any further DIP Loans, and increasing the interest rate to the default rate
• In the case of an Event of Default under Sections 6.1(a), 6.1(f), or 6.1(g) of the DIP Credit Agreement, the DIP Obligations automatically accelerate and all amounts outstanding become immediately due and payable
• No Enforcement Actions may be taken prior to the expiration of the Remedies Notice Period

Significant Provisions Not Present

• Milestones: No standalone milestone covenant, but the DIP includes case-progress default triggers, including termination or invalidation of the Asset Purchase Agreement, a Court-authorized disposition of a material portion of the DIP Collateral outside the permitted exceptions, or the Court's failure to conduct a sale-approval hearing within 75 days after the Petition Date
• Cross-Collateralization: None
• Roll-Up: None
• Non-Consensual Priming Liens: None
• Adequate Protection: None

Prepetition Capital Structure

• DWLLC Intercompany Loan: DWLLC is the borrower under an intercompany loan from DISH Network Corporation ("DNC") in an aggregate balance of approximately $8.8 billion ($8,856,507,760.88 as of June 28, 2026, including principal and accrued interest, reflecting $5.0 billion of loan forgiveness related to the Hybrid MNO transaction), maturing November 30, 2030, with interest accruing at 11.50% per annum payable monthly in kind (and, after the second anniversary of the effective date, in cash or in kind)
• DNC Senior Secured Notes: DWLLC and DISH Wireless Leasing L.L.C. guarantee DNC's 11.75% senior secured notes due 2027 in the aggregate principal amount of $3.5 billion
• Prepetition Secured Loan Facility: pursuant to a Loan and Security Agreement, DISH DBS Corporation ("DBS") agreed to provide DWLLC with a secured term loan facility of up to $75 million for general corporate purposes
  • Matures April 21, 2027; interest accrues at 5.50% per annum, payable in cash on the first day of each calendar month, plus an additional 2.0% per annum upon default or after acceleration at DBS's option
  • Amounts repaid or prepaid may not be re-borrowed; DWLLC may prepay in full or in part at any time without premium or penalty; approximately $75 million in aggregate principal amount remains outstanding as of the Petition Date
  • Secured by a first priority security interest in substantially all of DWLLC's assets (excluding the Apple Securities Account) and substantially all of the Prepetition Guarantor's assets (the "Prepetition Collateral")
  • The Prepetition Secured Loan will be repaid in full upon the closing of the DISH Wireless Debtors' sale of substantially all of their assets, subject to Bankruptcy Court approval