DISH DBS Corporation - Chapter 11 Plan Terms

DBS Debtors Plan Terms

Overview

• DISH DBS Corporation and 11 affiliated DBS debtors filed a second modified joint prepackaged Chapter 11 plan on Sept. 27, 2026, implementing a refinancing of DBS's four outstanding series of notes by amending each through a supplemental indenture to its existing indenture; the plan is a separate plan for each DBS debtor and does not substantively consolidate the estates.
• The restructuring is governed by a restructuring support agreement dated March 19, 2026 among the company parties, EchoStar Corp., DISH Network Corp. (DNC), the release parties named therein and the consenting creditors, with a refinancing term sheet of the same date attached as an exhibit; the RSA is attached to the disclosure statement as Exhibit B.
• The cases are procedurally consolidated with those of six DISH Wireless debtors, which are pursuing a separate plan. Nothing in the DBS plan releases, enjoins or discharges the DISH Wireless debtors' claims, causes of action and defenses against any person, including the DBS debtors, their professionals and their related parties; claims against the DISH Wireless debtors or any entity acting on their behalf, including a special committee, the creditors' committee and their successors, including under section 502(h); or claims that holders of claims against the DISH Wireless debtors have against any person, including the DBS debtors, to the extent related to those DISH Wireless claims.
• EchoStar and its applicable subsidiaries completed the assignment of their 3.45 GHz and 600 MHz spectrum licenses to AT&T Mobility II LLC (or its designee) on July 28, 2026, as approved by the FCC's Wireless Telecommunications Bureau under the FCC's May 2026 order.
• Votes from the impaired notes classes were due by Sept. 21, 2026, at 5:00 p.m. prevailing Central Time, before this modified plan was filed.

Contemplated Transactions

• Each series of DBS notes is amended and supplemented under a supplemental indenture to its existing indenture, with holders receiving amended notes in principal amount equal to outstanding principal plus cash for accrued interest and other amounts due. The affected series, all issued by DBS, are:
  • 5.25% senior secured notes due 2026, under a secured indenture dated Nov. 26, 2021.
  • 5.75% senior secured notes due 2028, under a secured indenture dated Nov. 26, 2021.
  • 7.375% senior notes due 2028, under an indenture dated July 1, 2020.
  • 5.125% senior notes due 2029, under an indenture dated May 24, 2021.
• The amended notes indentures must be consistent with the RSA and reasonably acceptable to the required consenting creditors and the applicable indenture consenting creditors.
• Sources of plan consideration are cash on hand and the issuance and distribution of the amended notes.
• The amended notes will be issued in reliance on section 1145 and/or section 4(a)(2) of the Securities Act; where section 1145 is unavailable, they will be issued under other exemptions, including Regulation D or Regulation S, and may carry customary legends and transfer restrictions. Availability of any exemption is not a condition to the effective date.
• Liens securing the DBS notes survive: all present and future property subject to liens securing the notes or the obligations under the indentures as amended remains subject to those liens, and liens required to continue under the amended 2026 and 2028 senior secured notes indentures are excluded from the plan's lien-release provision.
• Indenture trustees are Wilmington Savings Fund Society, FSB, as trustee for both secured series, and U.S. Bank Trust Company, N.A., as trustee for the 2028 and 2029 senior notes and as collateral agent for both secured series.

DBS Cash Sweep

• The reorganized debtors must redeem 2028 senior secured notes quarterly beginning with the fiscal quarter ending March 31, 2027, to the extent of "Available Cash" as defined in the RSA and the amended 2028 senior secured notes indenture.
• Any amount the DWLLC claims trust described below recovers from DISH Wireless L.L.C. (DWLLC) or its Chapter 11 estate and remits to the 2028 senior secured notes trustee for optional redemption of those notes under the RSA and the trust agreement is in addition to, and not in lieu of, the cash sweep or any other consideration provided to DBS notes holders under the plan.

DWLLC Claims Trust

• Before the petition date, DNC assigned to DBS, and DBS as trustor assigned to a claims trust, the intercompany loans DNC extended to DISH Wireless L.L.C. (DWLLC) beginning in 2020 and memorialized in an Aug. 22, 2025 loan agreement, totaling $8.86 billion including principal and accrued interest and net of $5 billion of prior loan forgiveness, as of June 28, 2026, the date interest ceased accruing.
• The trust was established under a claims trust agreement dated June 26, 2026 between DBS as trustor and Wilmington Savings Fund Society, FSB as trustee, and holds the loan for the ratable benefit of the indenture trustees for the 2028 senior secured notes, 2028 senior notes and 2029 senior notes on behalf of their holders.
• Treatment of Classes 1D, 1F and 1G under the DBS plan does not alter, impair, satisfy or discharge those holders' separate general unsecured claims against DWLLC under the intercompany loan, which are classified and treated exclusively under the DISH Wireless plan. The plan states the claims asserted against DWLLC in respect of the loan are disputed in DWLLC's Chapter 11 case, that no representation or warranty is made that there will be any distribution or recovery on them, and that all parties reserve their rights.
• The indenture trustees owe no duty with respect to the trust beyond distributing funds actually received under the applicable indenture, and the trust's trustee bears no personal liability for obligations of the debtors, the reorganized debtors, the trust, holders or beneficiaries except as its trust agreement provides. The DISH Wireless debtors and their estates have no obligation to pay any indenture or trust trustee fees and expenses.

Treatment of Claims and Interests

• Administrative claims, professional fee claims and priority tax claims are unclassified. Administrative claims, which include any court-ordered adequate protection claims of the 2026 and 2028 senior secured noteholders, are paid in full in cash on or before the effective date or, if later, when due under the underlying contract, with no request for payment required unless the court orders otherwise. Professionals' final fee applications are due 45 days after the later of the effective date and entry of the retention order and must allocate fees between the DBS debtors and the DISH Wireless debtors. Priority tax claims receive, at the debtors' option, payment in full in cash on the later of the effective date and allowance, reinstatement, or other treatment consistent with section 1129(a)(9)(C) that is reasonably acceptable to the required consenting creditors.
• Class 1A, other secured claims (unimpaired, presumed to accept): rights unaltered; at the debtors' or reorganized debtors' option, payment in full in cash on the later of the effective date and 10 business days after the claim arises, reinstatement, or other treatment rendering the claim unimpaired.
• Class 1B, other priority claims (unimpaired, presumed to accept): rights unaltered; at the option of the debtors, with the consent of the required consenting creditors not to be unreasonably withheld, or the reorganized debtors, payment in full in cash or treatment otherwise consistent with section 1129(a)(9), in each case on the later of the effective date and 10 business days after the claim arises.
• Class 1C, 2026 senior secured notes claims (impaired, entitled to vote): allowed in the amount of unpaid principal outstanding as of the effective date plus accrued and unpaid interest at the indenture rates, including post-maturity interest consistent with the prematurity interest schedule if the cases extend past maturity, and other amounts due; holders receive amended 2026 senior secured notes in principal amount equal to their allowed principal, plus cash for accrued and unpaid interest and other amounts due and owing, with accrued interest not yet due paid on the next scheduled semiannual interest payment date under the amended notes rather than capitalized into principal.
• Class 1D, 2028 senior secured notes claims (impaired, entitled to vote): allowance and treatment parallel to Class 1C, delivered in amended 2028 senior secured notes plus cash, with accrued-but-not-yet-due interest paid on the next semiannual payment date under the amended notes.
• Class 1E: eliminated. DBS repaid the 7.75% senior notes due 2026, including the $2.0 billion aggregate principal amount outstanding plus all accrued and unpaid interest through July 28, 2026, the repayment date, under the order authorizing payment of amounts outstanding under those notes [Dkt. No. 589].
• Class 1F, 2028 senior notes claims (impaired, entitled to vote): allowance and treatment parallel to Class 1C, delivered in amended 2028 senior notes plus cash.
• Class 1G, 2029 senior notes claims (impaired, entitled to vote): allowance and treatment parallel to Class 1C, except that allowance of other amounts due under the indenture is limited to amounts not previously paid or satisfied under the plan, the RSA or a court order; delivered in amended 2029 senior notes plus cash.
• Class 1H, DBS general unsecured claims (unimpaired, presumed to accept): rights unaltered and claims reinstated, with holders keeping any contractual or non-bankruptcy right to pre- and postpetition interest, subject to the debtors' reserved defenses. The class includes claims against a DBS debtor held by affiliates that are not themselves DBS debtors. Allowed rejection damages claims are classified in Class 1H but paid in full in cash rather than reinstated.
• Class 1I, DBS intercompany claims (unimpaired, presumed to accept): at the debtors' or reorganized debtors' discretion, reinstated or set off, settled, distributed, contributed, merged, canceled or released.
• Class 1J, interests in the DBS debtors (unimpaired, presumed to accept): reinstated, leaving existing equity in place.
• All distributions on the DBS notes flow through the applicable indenture trustee for further distribution under the applicable indenture. Acceptance by at least one impaired voting class satisfies section 1129(a)(10), and the debtors reserve cramdown under section 1129(b) as to any rejecting class.

Fees Payable to Supporting Parties

• The DBS debtors, EchoStar or DNC pay the ad hoc group professional fees on a current basis during the cases, consisting of the reasonable and documented fees and expenses of Milbank LLP as counsel to certain consenting creditors and any local counsel or other advisor it engages on their behalf, incurred after the RSA's agreement effective date or in connection with the cases; Milbank's fees and expenses as special counsel to the DWLLC claims trust; and any indemnification obligations of the debtors or their affiliates owed to the trust beneficiaries, the trust's trustee or any consenting creditor under the RSA or the trust agreement.
• Cap: $10 million in the aggregate through the date 180 days after the petition date, excluding the trust special counsel fees and the trust indemnity, which are uncapped; fees incurred after that date are payable currently and uncapped.
• Unless otherwise agreed, none of the DBS debtors, DNC or EchoStar is obligated to pay fees or expenses of Lazard Freres & Co. LLC incurred on or after the petition date.
• The ad hoc group professional fees are not professional fee claims, and no retention application, fee application, proof of claim or court approval is required; outstanding invoiced amounts are paid on the effective date if invoiced at least two business days in advance, and post-effective-date amounts within five business days of invoice, with unpaid amounts not waived and carried into a later invoice.
• The indenture trustees' and the DWLLC claims trust trustee's reasonable and documented fees, expenses, indemnities and other amounts, including counsel and other professionals, are paid in full in cash on the effective date without a proof of claim, fee application or court approval, and are not subject to allowance as administrative expenses under section 503.

Consent Rights and Definitive Documents

• All consultation, information, notice and consent rights of the RSA parties, including over the form and substance of each definitive document and any amendment, waiver or deviation, are incorporated into the plan and enforceable as if set out in full until the RSA terminates.
• The confirmation order, the solicitation materials and the amended notes indentures must each be consistent with the RSA and in form and substance reasonably acceptable to the required consenting creditors; the amended notes indentures must also be reasonably acceptable to the applicable indenture consenting creditors. The plan supplement, which includes any schedule of rejected contracts and leases, the amended notes indentures and section 1129(a)(5) disclosures on the reorganized debtors' directors and officers, must be consistent with the RSA and is subject to its consent rights, as is any exercise of debtor election or discretion over payment, distribution or treatment under the plan.
• The debtors reserve the right to modify the plan as to material terms and to seek confirmation, without resoliciting votes where appropriate, subject to the RSA's approval rights; post-confirmation modifications require notice to parties in interest and an opportunity to be heard. The debtors may revoke or withdraw the plan as to any or all DBS debtors before the confirmation date, in which case the plan is void as to that debtor, though the RSA and any surviving rights or obligations under it remain.

Executory Contracts and Leases

• Every executory contract and unexpired lease of a DBS debtor is deemed assumed on the effective date unless it is on the schedule of rejected contracts and leases, expired before confirmation, was previously assumed or rejected by final order, or is subject to a pending rejection motion; change-of-control and similar anti-assignment provisions are unenforceable against that assumption.
• Claims for rejection damages must be filed within 21 days after service of the confirmation order or are barred; cure disputes are resolved by the forum chosen in the contract, under applicable non-bankruptcy law, or by settlement, with the contract treated as assumed pending resolution of a disputed cure amount.
• D&O and other insurance policies are deemed assumed to the extent executory, their coverage cannot be reduced after the effective date, and existing indemnification obligations to directors, officers, employees and professionals are assumed and survive on terms no less favorable.

Conditions Precedent to the Effective Date

• The RSA has not been terminated as to the consenting creditors, remains in full force and effect, and no termination event has occurred and is continuing.
• The restructuring transactions for the DBS debtors have been implemented in all material respects, and the amended notes have been issued or deemed issued by DBS under the amended notes indentures.
• No final, non-appealable order or injunction of any court or governmental authority makes the plan or the definitive documents illegal or prohibits their consummation, and all authorizations, consents, approvals, rulings, no-action letters and opinions required by law to implement the plan have been obtained.
• The court has entered the disclosure statement order, in full force and effect and not stayed, modified or vacated on appeal.
• The court has entered the confirmation order, in full force and effect and not reversed, stayed, modified, dismissed, reconsidered or vacated on appeal, and that order authorizes entry into and consummation of the plan documents; decrees the plan and order non-severable and mutually dependent; authorizes implementation of the restructuring transactions, all distributions and issuances including the amended notes, and the agreements and property sales set forth in the plan supplement; authorizes implementation of the plan on its terms; and provides the section 1146 transfer-tax exemption for lease assignments, surrenders and deed deliveries.
• Final versions of the plan, plan supplement and definitive documents have been executed or filed consistent in all material respects with the RSA and the plan and in compliance with their consent rights, and all conditions to effectiveness of the definitive documents have been satisfied or waived.
• DNC has returned to DBS any remaining amount of the DBS advance payment deposit as defined in the shared services agreement dated May 5, 2026 among EchoStar and its direct and indirect subsidiaries party thereto.
• All amounts required to be paid by the DBS debtors, EchoStar or DNC on or before the effective date as an RSA condition precedent have been paid or are paid substantially contemporaneously, including the ad hoc group professional fees.
• Waiver: the DBS debtors may waive conditions only with the prior written consent, by email if desired, of the required consenting creditors, without notice or court order; entry of the disclosure statement order and the confirmation order cannot be waived. If consummation does not occur, the plan is null and void, waives and prejudices nothing and constitutes no admission, though RSA provisions that survive termination remain in effect.

Releases

• The plan carries four distinct releases, all effective on the effective date, each excepting causes of action determined by final order to have constituted actual fraud, gross negligence or willful misconduct.
• Debtor release: the DBS debtors, their estates and the reorganized debtors release the released parties from all claims and causes of action, including derivative claims, relating to the debtors, the restructuring transactions, the Chapter 11 cases, the in- and out-of-court restructuring efforts, intercompany transactions, the RSA, the amended notes and indentures, and the negotiation, formulation and implementation of the plan and related documents.
  • Carve-outs beyond the fraud/gross negligence/willful misconduct exception: post-effective-date obligations under the plan, confirmation order, disclosure statement and order, solicitation materials, the DWLLC intercompany loan, first-day pleadings and related orders, the plan supplement, the amended notes indentures and any other definitive document; and claims, defenses and setoff or recoupment rights against any released party that filed a proof of claim, to the extent they form a defense or objection to allowance, a setoff, recoupment or counterclaim, or arise from the same transaction or occurrence, without reviving separately released claims, limiting released parties' defenses, or expanding rights beyond those existing under applicable law as of the petition date.
• Company-side release of the consenting creditors: the DBS debtors, EchoStar, DNC and the specified non-debtor affiliates (EchoStar Intercompany Receivable Company, L.L.C., DISH DBS Issuer, L.L.C. and DBS Intercompany Receivable L.L.C.) release each consenting creditor, solely in that capacity, from all claims, including veil-piercing and alter-ego theories, based on acts or omissions on or before the effective date.
• Consenting creditor release: each consenting creditor releases the DBS debtors, EchoStar, DNC and the specified non-debtor affiliates from claims based on acts or omissions on or before the effective date, but solely to the extent related to the DBS notes claims or the DISH Wireless general unsecured claims held in the creditor's capacity as a DWLLC claims trust beneficiary. No release by a consenting creditor binds an affiliate it lacks authority to bind, applies to a portfolio company that is not an RSA party, or reaches a consenting creditor outside its capacity as a holder of DBS notes claims or a trust beneficiary.
• Third-party release: each releasing party releases the DBS debtors, reorganized debtors and released parties on substantially the same subject-matter scope as the debtor release, adding the related sale and marketing efforts and excluding intercompany transactions with the DISH Wireless debtors, subject to the same post-effective-date-obligations and fraud carve-outs.
  • Releasing parties are each DBS debtor, each reorganized DBS debtor, each consenting creditor, EchoStar, each holder of claims that is not a consenting creditor, each holder of interests, and each related party of the foregoing. Non-consenting claim holders and interest holders are not releasing parties if they decline to opt in or timely object without resolution before entry of the confirmation order. No DISH Wireless debtor, neither Hughes Satellite Systems Corp. nor its subsidiaries, and none of the indenture trustees is a releasing party.
  • Released parties are each DBS debtor, each reorganized DBS debtor, each consenting creditor, EchoStar, each releasing party and each of their related parties; any entity that declines to opt in or timely objects without resolution before entry of the confirmation order is excluded, and no entity that is not a releasing party is a released party.
  • The release is opt-in, not opt-out: holders in Classes 1A, 1B, 1H and 1J (excluding debtors holding interests in the DBS debtors) and in each voting notes class receive a release opt-in form solely to affirmatively opt in; the plan provides no form for Class 1I intercompany claims.
  • The plan provides that entry of the confirmation order will approve the third-party release under Rule 9019 and find it consensual and essential to confirmation; comparable findings, other than consent and necessity, attach to the debtor release.
  • "Related parties" is defined broadly to reach an entity's current and former affiliates and their directors, managers, officers, members, equity holders including preferred equity holders whether direct or indirect, interest holders, predecessors, participants, successors, trustees, assigns, subsidiaries, managed accounts and funds, and their respective equity holders, officers, directors, managers, principals, shareholders, members, management companies, fund advisors, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, trustees and other professionals.

Exculpation and Injunction

• Exculpated parties are limited to the DBS debtors and the official committee of unsecured creditors and each of its members, including Charter Communications Operating, LLC, as successor in interest to CoxCom LLC and in its capacity as an ex officio committee member, for conduct within the scope of their duties related to the DBS debtors.
• Exculpation covers acts and omissions connected to the Chapter 11 cases, the formulation and filing of the disclosure statement, definitive documents, solicitation materials and plan, the first-day pleadings, the negotiation and pursuit of the RSA and the amended notes indentures, the plan supplement, confirmation, consummation, plan administration including the issuance of securities, and distributions, excluding acts determined by final order to be actual fraud, gross negligence or willful misconduct.
• Discharge: plan distributions and treatment discharge, as of the effective date, all claims, interests, intercompany interests and causes of action against the DBS debtors, their estates and their property, including interest accrued after the petition date, whether or not a proof of claim was filed, the claim was allowed or the holder accepted the plan; reinstated claims and unpaid cure obligations on assumed contracts are not discharged.
• Injunction: entities holding claims, interests or intercompany interests that are released, discharged, settled or exculpated are permanently enjoined from commencing or continuing any action, enforcing or collecting any judgment, or creating, perfecting or enforcing any encumbrance against the debtors, reorganized debtors, exculpated parties or released parties. The injunction does not apply to reinstated claims or administrative claims against a DBS debtor, and the automatic stay remains in effect as to the DBS debtors and property dealt with by the plan until the effective date. On entry of the confirmation order, holders and their employees, agents, officers, directors, managers, principals and affiliates are enjoined from interfering with plan implementation or consummation; holders accepting or eligible to accept distributions or reinstatement are deemed to have consented to the injunction.
• Contractual subordination rights are waived, and the confirmation order enjoins any entity from enforcing contractual, legal or equitable subordination rights against property distributed under the plan other than as the plan provides.

Settlement, Retained Causes of Action and Committee

• The plan operates as a settlement of the claims and controversies it resolves, but nothing in it settles, releases or discharges reinstated claims.
• The reorganized debtors retain and may enforce all causes of action of the debtors and the estates arising before, on or after the petition date except those expressly disposed of under the plan, the confirmation order or the RSA, and no preclusion doctrine, including res judicata, collateral estoppel, issue or claim preclusion or laches, applies to a retained cause of action by reason of the filing, confirmation or consummation of the plan.
• The DBS debtors and reorganized debtors may set off or recoup their claims against amounts payable to a claimant under the plan, but no DBS debtor may set off or recoup any claim against a DISH Wireless debtor; holders' section 553 setoff rights and their setoff and recoupment defenses are preserved.
• If the DBS plan goes effective before the DISH Wireless plan, the committee does not dissolve. It continues with standing limited, as to the DBS debtors and matters under the DBS plan, to professional fee and section 503(b) applications allocable to the DBS debtors, appeals of or relating to the confirmation order and other plan-related appeals to which it is a party, and matters related to the DISH Wireless debtors until it dissolves under the DISH Wireless plan. The reorganized DBS debtors pay reasonable fees and expenses of committee members and advisors allocable to the DBS debtors.
• The court retains exclusive jurisdiction over, among other matters, disputes between the DBS debtors or reorganized debtors and the DISH Wireless debtors, disputes over the existence, nature or scope of the debtor release, and any other matters arising in connection with the plan, the RSA, the disclosure statement or the confirmation order; it does not retain jurisdiction over allowance of DBS general unsecured claims or causes of action by or against their holders, and distribution disputes with administrative claimants, general unsecured creditors and contract counterparties go exclusively to the forum chosen in the underlying agreement. Claims for reimbursement or contribution of the DISH Wireless debtors are expressly preserved and unimpaired notwithstanding the plan's section 502(e)(1)(B) disallowance provision.
• Governing law is New York, subject to federal law and the terms of documents entered into in connection with the plan. The plan was signed for DISH DBS Corp. and its DBS debtor affiliates by John Swieringa as authorized signatory.

DISH Wireless Plan Terms

Overview

• DISH Wireless L.L.C. and five affiliated debtors filed an amended joint prepackaged Chapter 11 plan on Sept. 12, 2026, implementing a restructuring support agreement dated March 19, 2026 among the company parties, EchoStar Corporation, DISH Network Corporation, the release parties and the consenting creditors, together with a refinancing term sheet of the same date attached as an exhibit to that agreement.
  • The wireless debtors are DISH Wireless L.L.C., DISH Wireless Leasing L.L.C., DISH Wireless Retail Holding L.L.C., DISH Wireless Retail Operating L.L.C., DISH Infinite Corporation and Neyland Networks LLC; the Chapter 11 cases are procedurally consolidated with those of the DBS debtors, which are proceeding under a separate plan and which the plan treats as the reorganized DBS debtors on and after the effective date.
  • The plan is a separate plan for each wireless debtor and does not contemplate substantive consolidation; the debtors reserve the right to alter, amend, modify, revoke or withdraw it before substantial consummation.
• The restructuring follows the AT&T transactions, consummated July 28, 2026, under which EchoStar or its applicable subsidiaries assigned the 3.45 GHz and 600 MHz spectrum licenses to AT&T Mobility II LLC with the FCC Wireless Telecommunications Bureau's approval under its May 2026 order. On that closing, $2.4 billion was deposited into a trust established at the bureau's direction, the Wireless Creditor Trust, with The Bank of New York Mellon as trustee, of which $200 million was placed in a segregated Type A claims reserve.

Sources of Plan Consideration

• Distributions to holders of allowed claims are funded from cash on hand, the DISH Wireless distributable value, the litigation proceeds from retained causes of action, and — solely for holders of allowed secured type A claims — the Type A claims reserve, to the extent of DWLLC's perfected prepetition security interest in that account.
• The distributable value is cash equal to the aggregate net sale proceeds actually received by the estates, all estate cash on hand as of the effective date, and any other amounts remaining in the estates after the wind-down, in each case net of:
  • transaction costs and other sale-related fees and expenses payable from proceeds under the sale order;
  • amounts paid, required to be paid or reserved on account of claims senior in payment right to general unsecured claims, including allowed prepetition secured loan claims, other secured claims, administrative claims (including professional fee claims), priority tax claims and other priority claims; and
  • the wind-down amount, funded into the wind-down debtor account from sale proceeds or estate cash on or before the effective date.
• The prepetition secured debt consists of secured term loans of $75 million that DBS extended to DWLLC under an April 21, 2026 loan and security agreement, guaranteed and secured by DISH Wireless Leasing L.L.C. under a May 26, 2026 guarantee and security agreement in favor of DBS.

Treatment of Claims and Interests

• Each holder receives the treatment below in full satisfaction of its allowed claim or interest, except where the debtors and the holder agree otherwise. Administrative claims, professional fee claims and priority tax claims are unclassified; priority tax claims are satisfied, at the debtors' option, by payment in full in cash, reinstatement, or other treatment reasonably acceptable to the required consenting creditors.
• Class 2A, other secured claims (unimpaired, presumed to accept): legal, equitable and contractual rights are unaltered, and at the option of the debtors — with consenting creditor consent — or the post-effective date debtors, each holder receives payment in full in cash on the later of the effective date and 10 business days after allowance, or other treatment rendering the claim unimpaired.
• Class 2B, other priority claims (unimpaired, presumed to accept): rights are unaltered, with payment in full in cash on the later of the effective date and 10 business days after allowance, or treatment otherwise consistent with section 1129(a)(9).
• Class 2C, prepetition secured loan claims (unimpaired, presumed to accept): to the extent not paid in full in cash at the closing of a sale, each holder receives payment in full in cash on or as soon as practicable after the effective date.
• Class 2D, secured type A claims (unimpaired, presumed to accept): claims against DWLLC or another wireless debtor of $100,000 or less that are asserted to be covered claims and, subject to the trustee's eligibility determination, entitled to a distribution from the Type A claims reserve. Each holder receives:
  • payment in full in cash solely from distributions made from the Type A claims reserve under the FCC trust documents, made either directly by the trustee to the holder or by the trustee through DWLLC as secured party; no distribution on a secured type A claim may be made under the plan at all unless the court has entered an order, which may be the confirmation order, requiring DWLLC to apply such distributions solely to pay these holders and prohibiting any other use, and that order remains in effect and unstayed; or
  • on a voluntary basis, the quick pay allowed amount set out for that holder on the schedule appended to the plan as Exhibit B, elected under the quick pay election.
• Class 2E, DISH Wireless general unsecured claims (impaired, entitled to vote): every claim against a wireless debtor that is not an administrative, priority tax, other priority, other secured, prepetition secured loan, secured type A or wireless intercompany claim. Each holder receives:
  • its pro rata share of the distributable value and the litigation proceeds, on or as soon as practicable after the later of the effective date and allowance; provided that any allowed other class 2E claim held by the DWLLC claims trust is subject to the Article VI.E waterfall; or
  • on a voluntary basis, and in lieu of that treatment and of the FCC trust election or type A convenience claim election, the applicable quick pay allowed amount from the FCC trust, available only to holders of FCC trust-eligible claims that vote to accept the plan, as set out on the schedule appended as Exhibit C.
• The class divides between "other class 2E claims" and "FCC trust-eligible claims," the latter being any general unsecured claim that is not an other class 2E claim. Other class 2E claims are those arising under the DWLLC intercompany loan assigned to the DWLLC claims trust prepetition; held or asserted by or on behalf of EchoStar, its affiliates or any assignee; or for repayment of funds advanced, directly or indirectly, to fund the construction, operation, maintenance, building, decommissioning or provisioning of the 5G network, whether provided by stockholders, bondholders, lenders or other EchoStar parties — excluding claims of third-party claimants that are not EchoStar parties arising from ordinary-course vendor financing such as extended payment terms or trade credit. Any claim asserted against a wireless debtor by its affiliate is an other class 2E claim and therefore not FCC trust-eligible.
• Voting within Class 2E carries one carve-out: the DWLLC intercompany loan claim is not entitled to vote on this plan unless otherwise agreed under a settlement approved by the court, in which case the settlement's terms govern.
• Class 2F was eliminated because, on the AT&T closing date, DISH Network redeemed the 11.75% senior secured notes due 2027 that it had issued.
• Class 2G, DISH Wireless intercompany claims (unimpaired or impaired, presumed to accept or deemed to reject): on or as soon as practicable after the effective date each claim is reinstated or set off, settled, distributed, contributed, merged, canceled or released, at the discretion of the debtors or post-effective date debtors.
• Class 2H, interests in the wireless debtors (unimpaired or impaired, presumed to accept or deemed to reject): on the effective date each interest is reinstated or cancelled, released or otherwise adjusted, at the same discretion.
• Holders in every class, including unimpaired and non-voting classes, receive a release opt-in form, other than debtors holding interests in the wireless debtors.

FCC Trust Elections and Quick Pay

• Holders of FCC trust-eligible claims have three optional routes to the FCC trust, none of them mandatory, and the plan preserves in full the rights, claims, defenses and arguments of both the holder and the debtors as to any claim where no election is made. Holders of other class 2E claims are barred from the FCC trust election and from the quick pay election, and the plan reports that under the FCC's July 2026 order no other class 2E claim, not merely the DWLLC intercompany loan, may recover from the trust; on the type A convenience claim election the plan does not line up with itself, offering it only to holders of FCC trust-eligible claims above $100,000 in the Class 2E treatment provision but to any holder of a general unsecured claim in Article IV.C and in the definition of the election:
  • the FCC trust election, by which a holder asserting its claim is a covered claim pursues recovery by making a covered claim submission to the trust;
  • the type A convenience claim election, an irrevocable election available to holders of claims above $100,000 to reduce the claim to that amount, be treated in all respects as a secured type A claim, and waive and release any right to recover the excess from any EchoStar party — including the debtors, the reorganized DBS debtors, the post-effective date wireless debtors and the estates — and from the FCC trust, if the trustee finds the claim eligible; if the claim is finally determined ineligible for a trust distribution, the holder instead takes its pro rata share of the distributable value without the reduction to $100,000; and
  • the quick pay election, an irrevocable settlement of the claim at a fixed percentage of the debtors' estimated allowed amount.
• Quick pay percentages: 70% for a secured type A claim in Class 2D, and 60% for a general unsecured claim in Class 2E; the quick pay allowed amount is the product of the debtors' estimated allowed claim amount and that percentage, as tabulated for each claim on the schedules. The estimated amounts appear solely to compute the quick pay figure and are not an admission as to validity, amount, characterization or priority, nor a waiver of any objection, defense or cause of action as to claims not resolved by a valid election.
• A holder may elect quick pay only if it votes to accept the plan — Class 2D holders being conclusively presumed to accept — and any quick pay election made on a ballot rejecting the plan is disregarded. Making the election also opts the holder in to the third-party release.
• On the effective date, an electing holder is deemed to have irrevocably agreed that its claim is settled and automatically allowed at the quick pay allowed amount; that it takes payment solely from the FCC trust, with no recourse to the distributable value, any other property of the debtors or estates, the post-effective date debtors, or any other source; and that, as a condition to receiving a trust distribution, it is bound by the FCC trust documents, including the required releases and the trust's third-party payment provisions.
• EchoStar and the debtors will jointly request — and will seek the support of the committee and its members holding FCC trust-eligible claims for the request — that the FCC and the trustee permit amendments providing that each electing claim is deemed submitted as a covered claim promptly after the effective date without further holder action; that all such allowed claims are paid by the trust within 10 calendar days of submission; and that any non-electing Class 2D or FCC trust-eligible Class 2E claim later resolved by a covered claim settlement with an EchoStar party is likewise paid within 10 days of submission. The expedited timing is contingent on, and effective only to the extent of, FCC and trustee approval of the corresponding amendments.
• The FCC trust election is exclusive while it is live: except as an EchoStar party agrees in writing, the disbursing agent may make no distribution to an electing holder unless that holder is finally determined ineligible for a trust distribution, in which case it takes its pro rata share of the distributable value and the litigation proceeds. Any plan distribution to an electing holder is deemed a third-party payment reducing its trust recovery dollar for dollar; any trust distribution likewise reduces its plan distribution, with the disbursing agent required to notify the trustee within five business days of any such plan distribution; and in no event may a holder recover more than the allowed amount of its claim from the trust, the distributable value, the litigation proceeds or any combination.
• Where the plan or confirmation order is inconsistent with the FCC trust documents, the trust documents control on all matters relating to trust assets, trust administration, covered claims and distributions from the trust, including from the Type A claims reserve.
• The Class 2E schedule at Exhibit C runs to line 416 and is dominated by the tower and telecom counterparties: Crown Castle at an estimated allowed amount of $554.1 million and a quick pay amount of $332.5 million, American Towers at $384.6 million and $230.8 million, Comcast Business Communications at $80.5 million and $48.3 million, Cablevision Lightpath at $77.2 million and $46.3 million, and SBA Telecommunications at $69.6 million and $41.8 million; CoxCom is listed at $27.8 million and Charter Communications Operating at $13.8 million, both of them on the creditor side of the committee that supplies an exculpated party. The Class 2D schedule at Exhibit B runs to line 2,168 and, being a convenience book, tops out at the $100,000 threshold.
• The schedules carry their own qualifications: the amounts are preliminary and may be materially revised, they reflect the claims register as of Sept. 8, 2026 while certain bar dates have not yet run, some claims are listed at an estimated $0.00 because the debtors cannot yet reconcile them or dispute liability at all, the debtors intend to file updated versions on the docket, and a holder whose claim has already been satisfied, paid, settled, released or otherwise resolved is not entitled to the quick pay amount listed for it.

Recovery Hierarchy Inside the FCC Trust

• The trust holds a fixed $2.4 billion contribution remitted directly from the AT&T sale proceeds on closing, with no EchoStar party taking possession or control of any part of it; the trustee pays covered claims in three tiers, and EchoStar holds the residual interest in whatever remains.
  • Type A claims, covered claims of $100,000 or less including covered convenience claims, are paid in full from the $200 million Type A claims reserve promptly after the trustee determines they are eligible; the trustee must keep that reserve funded at an amount sufficient to satisfy all estimated eligible Type A claims and the trust’s initial expenses, and may make no Type B distribution that would leave the trust below that level.
  • Type B-1 claims, for amounts outstanding as of the earlier of Dec. 31, 2025 and the date the claimant was notified that an EchoStar party was excused from its obligations, together with amounts spent or reasonably expected to be spent completing the covered activities such as decommissioning towers and cell sites and electricity used, are paid on semi-annual determination dates beginning six months after the claims opening date, and pro rata from the remaining trust assets if those assets will not satisfy them in full.
  • Type B-2 claims, for lost future rents and profits and other future amounts under terminated agreements and for costs the claimant expected to be paid out of future receipts, are paid only after five years from the claims opening date and only if Type A and Type B-1 claims have been satisfied in full and sufficient assets remain for trust expenses, pro rata otherwise; the trustee may accelerate if Type A and Type B-1 claims are paid in full sooner.
• Eligibility requires a judicial or arbitral claim determination or a covered claim settlement, and each claimant may file only one covered claim; the submission deadline is the later of 180 days after the claims opening date, extendable by the trustee with EchoStar’s written consent, and 45 days after the determination or settlement. A final order of the court allowing an FCC trust-eligible claim is itself sufficient for the holder to make a covered claim submission and to be eligible for a trust distribution, subject to the trust documents and execution of the trust’s release. A claimant whose claim is denied has 30 days from the denial notice to seek reconsideration from the trustee or relief in a court of competent jurisdiction.
• The trust terminates when all eligible covered claims and trust expenses are paid in full or its assets are exhausted, with anything remaining returned to EchoStar, and in any event no more than five years after the June 26, 2026 trust effective date unless the Wireless Telecommunications Bureau orders it kept open on request of the trustee or a claimant. Amendments require EchoStar’s request or an agreement between EchoStar and the trustee, in each case subject to bureau approval not to be unreasonably withheld, and may not be inconsistent with the FCC orders in effect as of May 12, 2026.

DWLLC Claims Trust and Distribution Waterfall

• The intercompany loans DISH Network extended to DWLLC beginning in 2020, memorialized in an Aug. 22, 2025 loan agreement, stood at $8,856,507,760.88 of principal and accrued interest as of June 28, 2026, net of $5 billion of prior forgiveness, with interest ceasing as of that date. DNC assigned the loan to DBS, which in turn — as trustor under a June 26, 2026 claims trust agreement with Wilmington Savings Fund Society, FSB as trustee — assigned it prepetition to the DWLLC claims trust for the ratable benefit of the indenture trustees for the 2028 senior secured notes, 2028 senior notes and 2029 senior notes on behalf of their holders.
• The FCC's July 2026 order provides that the DWLLC intercompany loan is not entitled to recover from the FCC trust.
• Distributions on the trust's allowed general unsecured claim are made to the DWLLC claims trust and applied in the following order of priority:
  • first, to the trustee of the DWLLC claims trust and the trust itself for unpaid fees and reasonable documented expenses, including outstanding fees of counsel to the trustee and to the trust;
  • second, up to a $300 million recovery cap, pro rata to the applicable indenture trustees on behalf of holders of the 2028 senior secured, 2028 senior and 2029 senior notes claims, applied to the optional redemption of those notes at the applicable optional redemption price under the relevant indenture;
  • third, any excess recovery above that cap is held in trust for, and promptly remitted without set-off or counterclaim to, the indenture trustee for the 2028 senior secured notes, applied solely to redeem a corresponding amount of principal and accrued and unpaid interest on those notes at par, without premium, penalty or charge, under provisions of the amended 2028 senior secured notes indenture to be amended to implement the feature; and
  • fourth, any residual recovery, meaning the amount by which the excess recovery exceeds the outstanding principal and accrued and unpaid interest on the 2028 senior secured notes at the time of distribution, is remitted to the indenture trustees for the 2028 senior notes and 2029 senior notes, applied solely to redeem a corresponding amount of principal and accrued and unpaid interest on those notes pro rata at par, without premium, penalty or charge, under indenture provisions to be amended accordingly.
• Milbank LLP serves as special counsel to the DWLLC claims trust, and its reasonable documented fees and expenses, together with the trustee's, are covered by the first tier of the waterfall. All reasonable documented fees, expenses, costs, disbursements, indemnities and other amounts incurred by the trustee, including its professionals' fees, are paid in full in cash by the debtors on the effective date without a proof of claim, administrative claim request or fee application, and without court review or approval; the trustee's fees and expenses are paid under the claims trust agreement and are not subject to allowance as an administrative expense under section 503.
• Remittance of any excess recovery to the 2028 senior secured notes indenture trustee is in addition to, and not in lieu of, any post-effective date redemption under the DBS cash sweep or other consideration provided to holders of allowed DBS notes claims under the DBS plan, and the waterfall does not alter, impair, satisfy, discharge or otherwise affect the separate rights of those noteholders against the DBS debtors under that plan.

Wind-Down

• The wind-down amount is cash sufficient to fund all estimated fees, costs and expenses of administering and completing the wind-down on and after the effective date, determined by the debtors in good faith before the confirmation date in consultation with the committee, and separate from any funding of the special governance committee, which is to be disclosed in the plan supplement.
• On or before the effective date the post-effective date debtors establish the wind-down debtor account and deposit cash equal to that amount; following completion of the wind-down, any remaining balance is distributed by the disbursing agent in accordance with the Article III priorities until exhausted.

Executory Contracts and Leases

• Every executory contract and unexpired lease of a wireless debtor is deemed rejected on the effective date under sections 365(a) and 1123, except one that expired or terminated by its terms before the confirmation date, was previously assumed, assumed and assigned or rejected by final order including under the rejection procedures order, is the subject of a pending assumption or rejection motion or notice, is an FCC trust document, or is a D&O policy.
• Rejection damage claims must be filed within 21 days after service of the confirmation order or they are automatically disallowed and forever barred; allowed rejection claims are Class 2E general unsecured claims, and claims on real property leases are capped by section 502(b)(6).
• D&O policies, including any tail policy, are carved out of the deemed rejection and deemed assumed if executory, with coverage preserved for current and former insureds for the full policy term; other insurance policies that are executory and not previously rejected are likewise deemed assumed. Existing indemnification obligations for current and former directors, officers, managers, employees, attorneys, accountants, bankers, advisors and other professionals are assumed and survive the effective date on terms no less favorable than those in place before it.

Retained Causes of Action and the Special Governance Committee

• Related party retained causes of action, meaning the estates’ claims against the wireless debtors’ affiliates, representatives, agents, members, principals, equity holders, officers, directors and employees, including avoidance actions against them, are neither released nor discharged; they vest in a three-member special governance committee as estate representative under section 1123(b)(3)(B), which holds the exclusive authority to prosecute, settle or resolve them and to reconcile, object to and resolve every other class 2E claim.
• The committee of unsecured creditors selects the three initial members in consultation with DWLLC’s special committee and their identities are disclosed in the plan supplement; the remaining members fill any vacancy, with the court retaining jurisdiction to appoint a replacement if they cannot. Neither EchoStar nor any post-effective date debtor may select, appoint or control any member, or control the prosecution, settlement or resolution of any related party cause of action or any other class 2E claim. Members act in a fiduciary capacity for holders of general unsecured claims entitled to litigation proceeds.
• All other retained causes of action vest in the post-effective date debtors, which hold exclusive authority over them acting through their boards; post-effective date DWLLC is governed by a board of managers appointed by its sole member, Neyland Networks LLC.
• Limitations, repose and other time-related defenses on all retained causes of action are tolled until the later of 30 days after every filed claim has become allowed or disallowed and reconciliation is complete, and the expiration of the period that would otherwise apply.

Restructuring Transactions

• Entry of the confirmation order authorizes and approves every matter provided for under the plan without further act by the debtors, their governing bodies or any other entity, and empowers the debtors and post-effective date debtors, without further notice, order, action under law or any vote or approval, to execute the merger, sale, transfer, dissolution and liquidation documents, the sale-implementation and distribution agreements, the transfer and assignment instruments and the state-law organizational filings needed to effect the restructuring transactions; on the effective date all such actions are deemed authorized and approved and, if taken earlier, ratified. Two items in that list are case-specific rather than customary: implementation of the Article VI.E waterfall in accordance with the RSA, and the actions needed to carry out the FCC trust documents with respect to secured type A claims.
• The confirmation order authorizes the restructuring transactions, including those contemplated by the RSA, under sections 363, 365 and 1123 of the Bankruptcy Code.

Definitive Documents and Consent Rights

• The definitive documents are those listed in Section 5 of the RSA, which must be consistent in all respects with the agreement and are subject to the consent requirements in Section 5(a). The confirmation order and the solicitation materials must likewise be consistent with the RSA and in form and substance reasonably acceptable to the required consenting creditors.
• All consultation, information, notice and consent rights of the RSA parties — including as to the form and substance of each definitive document, any amendment, restatement, supplement or other modification, and any consent, waiver or deviation — are incorporated into the plan by reference and fully enforceable as if set out in full, until the RSA terminates in accordance with its terms.
• The conditions to consummation may be waived by the debtors only with the prior written consent of the required consenting creditors, email sufficing, without notice, leave or court order or any formal action beyond the proceedings to confirm or consummate the plan.
• The plan supplement will include any schedule of rejected contracts and leases; the schedule of related party retained causes of action; the governing documents empowering the special governance committee to prosecute, settle or resolve those causes of action for the benefit of general unsecured claim holders that make neither the FCC trust election nor the quick pay election, and specifying the amount and source of funding for their administration; the identities of the committee's members; and any section 1129(a)(5) disclosures, including the identities of the post-effective date debtors' directors and officers to the extent known.

Releases and Exculpation

• The released parties are each wireless debtor, each post-effective date debtor, each professional, each consenting creditor, each releasing party, and each related party of the foregoing — but an entity is not a released party if it is entitled to elect whether to opt in to the third-party release and declines, or if it timely objects to the release and the objection is not withdrawn or resolved before entry of the confirmation order. No entity that is not a releasing party can be a released party.
• The releasing parties are the same core group, plus all holders of claims or interests and each of their related parties, subject to the same carve-outs for declining to opt in and for timely objecting, and with a further exclusion for the HSSC entities, meaning Hughes Satellite Systems Corporation and its direct and indirect subsidiaries.
• The third-party release is opt-in: every holder of a claim or interest receives a release opt-in form allowing it to affirmatively opt in, and each holder of a general unsecured claim that is a consenting creditor is deemed to opt in under the RSA. A quick pay election also constitutes an opt-in.
• The debtor release excludes the retained causes of action; post-effective date obligations under the plan, confirmation order, sale order, plan supplement and other definitive documents; any act or omission finally determined to be actual fraud, gross negligence or willful misconduct; rights to enforce the FCC trust documents and the FCC trust distributions order; and any claim, defense, setoff or recoupment against a released party that filed a proof of claim, to the extent it defeats or offsets that claim or arises from the same transaction.
• The third-party release runs in favor of the reorganized DBS debtors as well as the wireless debtors, the post-effective date debtors and the released parties, and carries the same carve-outs other than the retained causes of action, plus an express carve-out preserving any covered claim held by a releasing party solely so it can be asserted against the FCC trust.
• Exculpation does not reach any act or omission finally determined to be actual fraud, gross negligence or willful misconduct, and is additive to rather than in limitation of other releases, indemnities and protections.
• Claims, interests and intercompany interests are discharged under section 1141(d) on the effective date and holders are permanently enjoined from pursuing released, discharged, settled or exculpated claims; both the discharge and the injunction carve out any claim that is or may be a covered claim, which survives solely so the holder can assert it against the trust and take distributions, and rights to enforce the FCC trust documents. The automatic stay remains in effect as to the wireless debtors and property dealt with by the plan until the cases close.
• Neither the plan, the confirmation order, a holder's decision not to opt in, nor an objection to the release affects the FCC trust documents' requirement that any entity seeking to recover from the trust execute a full and complete release and discharge of all covered claims against the EchoStar parties, in a form prepared and promulgated by the trustee and acceptable to EchoStar and DWLLC.
• Entry of the confirmation order constitutes the court's approval under Rule 9019 of both the debtor release and the third-party release, and its findings that each is given for good and valuable consideration including the released parties' contribution to facilitating the restructuring transactions; is a good-faith settlement and compromise; is in the best interests of the debtors and estates (and, for the debtor release, of all holders of claims, interests and intercompany interests); is fair, equitable and reasonable; was given after due notice and opportunity for hearing; and bars assertion of the released claims. The third-party release carries two additional findings: that it is consensual and that it is essential to confirmation.
• The exculpated parties are the wireless debtors; Vikram Jindal and Gerard Uzzi, solely as the independent managers serving on DWLLC's special committee, for conduct within the scope of their duties; and the committee and each of its members — including Charter Communications Operating, LLC, as successor in interest to CoxCom LLC and in its capacity as an ex officio committee member — for conduct within the scope of their duties related to the wireless debtors.

Conditions Precedent to the Effective Date

• The effective date is the first business day after the confirmation date on which no stay of the confirmation order is in effect and all conditions have been satisfied or waived. Those conditions are:
  • the RSA has not been terminated as to the consenting creditors, remains in full force and effect, and no termination event has occurred and remains occurring;
  • the restructuring transactions relating to the wireless debtors have been implemented in all material respects;
  • no court or governmental authority has entered any final, non-appealable and unstayed order or injunction making illegal or otherwise restraining, enjoining or prohibiting consummation of the plan or any definitive document;
  • all authorizations, consents, certifications, approvals, rulings, no-action letters, opinions or other documents or actions required by law to implement the plan have been obtained or occurred;
  • the court has entered the disclosure statement order, in full force and effect and not stayed, modified or vacated on appeal;
  • the court has entered the confirmation order, in full force and effect and not reversed, stayed, modified, dismissed, reconsidered or vacated on appeal, and that order authorizes the debtors to enter into and consummate the plan documents and to implement the restructuring transactions, make all distributions and issuances, and enter into the plan supplement agreements; decrees the order and plan non-severable and mutually dependent; authorizes implementation of the plan; provides that claims for damages from rejection or termination of a real property lease are allowed only to the extent provided under section 502(b)(6); and provides that transfers in furtherance of the plan are exempt from stamp, real estate transfer, mortgage recording and similar taxes under section 1146;
  • the final version of the plan, plan supplement and definitive documents, with all exhibits, schedules, amendments and supplements, has been executed or filed, is consistent in all material respects with the RSA and the plan, complies with the applicable consent rights, has not been modified inconsistently with them, and all conditions to the effectiveness of the definitive documents have been satisfied or waived; and
  • all amounts required to be paid by the wireless debtors, EchoStar or DISH Network on or before the effective date as a condition precedent under the RSA have been paid or are paid substantially contemporaneously with the effective date.
• On the effective date the plan is deemed substantially consummated under sections 1101 and 1127(b).

Modification, Revocation and Withdrawal

• Subject to the RSA's approval rights, the debtors reserve the right to modify the plan as to material terms and seek confirmation without resoliciting votes, and expressly reserve the right to alter, amend or modify it materially one or more times after confirmation, including by initiating proceedings to remedy any defect or omission or reconcile inconsistencies among the plan, disclosure statement and confirmation order — provided that no modification may be made without court approval to the extent it would prejudice the plan rights of holders of general unsecured claims or of administrative claims against the wireless debtors.
• The debtors may revoke or withdraw the plan as to any or all wireless debtors before the confirmation date. On revocation or withdrawal, or if confirmation or consummation does not occur as to a debtor, the plan is null and void as to that debtor; any settlement or compromise embodied in it — including the fixing or limiting of any claim or interest — and any assumption or rejection of contracts and leases and any document executed under the plan are deemed null and void, other than the RSA and any rights or obligations under it that survive by its terms; and nothing in the plan waives or releases claims or interests, prejudices any party's rights, or constitutes an admission, acknowledgment, offer or undertaking.
• If consummation does not occur, the plan is null and void in all respects with the same preservations of rights, and all RSA provisions that survive termination remain in effect in accordance with their terms.
• If, before confirmation, the court holds any term invalid, void or unenforceable, it may not reform the term on its own; at the debtors' request — itself subject to the RSA and the plan's consent provisions — the court may alter and interpret the term to make it valid or enforceable to the maximum extent practicable, consistent with its original purpose.