DISH DBS Corporation - Chapter 11 Plan Terms

DBS Debtors Plan Terms

Overview

• The bankruptcy court confirmed the second modified joint prepackaged Chapter 11 plan of DISH DBS Corporation and 11 affiliated subsidiaries on Sept. 29, 2026, and approved the disclosure statement on a final basis as containing adequate information under section 1125.
• The plan implements a reorganization negotiated prepetition under a restructuring support agreement dated March 19, 2026, among the DBS debtors, the DISH Wireless debtors where applicable, and the consenting creditors; the plan's restructuring transactions turn on amendments to the existing DBS notes indentures and the issuance of amended notes thereunder, and each DBS debtor emerges as a separately existing entity with separate assets, liabilities and obligations.
• The DBS debtors are DISH DBS Corporation, DISH Broadcasting Corp., DISH Network L.L.C., Dish Network Service L.L.C., DISH Operating L.L.C., DISH Technologies Holding Corp., DISH Technologies L.L.C., Sling Media L.L.C., Sling TV Gift Card Corp., Sling TV Holding L.L.C., Sling TV L.L.C. and Sling TV Purchasing L.L.C.
• The DBS debtors solicited votes on the initial joint plan beginning June 29, 2026, and filed Chapter 11 in the Southern District of Texas on June 30, 2026. After joint modified plans filed July 22 and Aug. 11, 2026, the debtors on Aug. 27, 2026, stated their intent to bifurcate the DBS and DISH Wireless plans [Dkt. No. 1230] and on Sept. 4, 2026, filed a DBS-only plan and disclosure statement; the court conditionally approved that disclosure statement in the DBS solicitation procedures order entered Sept. 17, 2026 [Dkt. No. 1509], and the debtors filed the second modified DBS plan, the version confirmed, on Sept. 27, 2026 [Dkt. No. 1604]. This order confirms the DBS plan only; the DISH Wireless debtors' cases proceed separately.
• The court found the plan the product of good-faith, arm's-length negotiations among the DBS debtors, the required consenting creditors and other parties in interest, and filed for the legitimate purpose of implementing the restructuring transactions.

Key Dates

• Voting record date: June 29, 2026.
• Voting deadline, third-party release opt-in deadline and objection deadline: Sept. 23, 2026, at 5:00 p.m. prevailing Central Time.
• Combined hearing on final approval of the disclosure statement and confirmation: Sept. 29, 2026, at 1:00 p.m. prevailing Central Time.
• Plan supplement filed Sept. 15, 2026 [Dkt. No. 1491], carrying the schedule of rejected contracts and leases, the amended notes indentures and the section 1129(a)(5) disclosures; first amended plan supplement filed Sept. 27, 2026 [Dkt. No. 1606].
• Oct. 1, 2026: if the effective date has not occurred by then, the debtors and Liliana Barrios-Contreras must jointly submit, by Oct. 8, 2026, a stipulated order lifting the automatic stay so her arbitration against Sling can proceed.
• Professional fee claim applications: due 45 days after the later of the effective date and entry of the order authorizing the professional's retention.
• Rejection damages and administrative claims of landlords under rejected nonresidential real property leases: treated as timely if filed within 30 days after the later of the debtors' written surrender and relinquishment of control of the premises and the lease's rejection date.
• The confirmation order is a final order, effective immediately on entry, and the appeal period runs from entry.

Classification and Treatment of Claims and Interests

• Article III separates claims and interests into nine classes; the court found valid business, factual and legal reasons for the separate classification and no unfair discrimination. Each class receives the same treatment unless a holder agreed to less favorable treatment. Administrative claims, allowed professional fee claims and allowed priority tax claims are unclassified and paid under Article II.
  • Class 1A, other secured claims (unimpaired, presumed to accept).
  • Class 1B, other priority claims (unimpaired, presumed to accept).
  • Class 1C, 2026 senior secured notes claims (impaired, entitled to vote): voted to accept.
  • Class 1D, 2028 senior secured notes claims (impaired, entitled to vote): voted to accept.
  • Class 1F, 2028 senior notes claims (impaired, entitled to vote): voted to accept.
  • Class 1G, 2029 senior notes claims (impaired, entitled to vote): voted to accept.
  • Class 1H, DBS general unsecured claims (unimpaired, presumed to accept): treated under Article III.B.8, including unimpaired and reinstated treatment with preservation of legal, equitable and contractual rights.
  • Class 1I, DBS intercompany claims (unimpaired, presumed to accept).
  • Class 1J, interests in the DBS debtors (unimpaired, presumed to accept).
• Class 1E (2026 senior notes claims), which was solicited on the initial joint plan, does not appear among the nine classes the order identifies for the confirmed DBS plan, and Class 2E (DISH Wireless general unsecured claims), also solicited on the initial plan, falls outside the bifurcated DBS plan.
• Each of Classes 1C, 1D, 1F and 1G accepted by the requisite number and amount of claims, determined without counting any insider acceptance, satisfying section 1129(a)(10).
• Estate property vests in the reorganized debtors free and clear on the effective date, but the order provides that the vesting does not reach holders of reinstated or unimpaired claims, whose rights, interests and claims are neither discharged, released, impaired, waived nor altered; all present and future property securing the DBS notes or obligations under the DBS indentures as amended remains subject to those liens.

Restructuring Transactions and Plan Implementation

• Subject to the restructuring support agreement and the plan, the DBS debtors and reorganized debtors are authorized immediately upon entry to effectuate the restructuring transactions, including negotiating, executing, delivering, filing and performing the amended notes indentures, making all plan distributions and issuing the amended notes, and to effect corporate restructurings of their businesses or of the reorganized group's overall structure, in each case without further notice, third-party consents, corporate approvals or further court approval.
• The order approves any amendments to, and the execution and delivery of, the amended notes indentures without the consent or approval of any holder of the DBS notes.
• Transfers of assets, claims or interests and obligations incurred through the restructuring transactions are approved and shall not constitute a preference, preferential transfer, fraudulent conveyance or similar voidable transaction under the Bankruptcy Code or non-bankruptcy law; no director, equityholder, manager or member action is required under section 1142(b), and all actions contemplated by the plan and the definitive documents take effect as if by unanimous corporate action.
• New organizational documents are adopted automatically on or immediately prior to the effective date and prohibit the issuance of non-voting equity securities; the initial directors and officers of the reorganized debtors were disclosed in the plan supplement.
• From the effective date, each reorganized debtor may operate, use, acquire or dispose of property and compromise or settle claims, interests and causes of action without court supervision and free of Bankruptcy Code and Bankruptcy Rules restrictions.

Amended Notes and Securities Exemption

• The amended notes are issued, offered and distributed to the fullest extent permitted in reliance on section 1145 and/or section 4(a)(2) of the Securities Act and any other available exemption; where section 1145 is unavailable or held inapplicable, the notes issue under one or more other exemptions, including section 4(a)(2), Regulation D and/or Regulation S, and may carry legends and transfer restrictions consistent with applicable law and the governing documents.

Cancellation of Instruments and Indenture Trustees

• On the effective date all notes, instruments, certificates and other documents evidencing claims or interests satisfied, released, compromised, discharged, cancelled or otherwise treated under the plan are cancelled, with holders retaining only the rights the plan or the order provides. Cancellation does not reach:
  • any claim or interest reinstated under the plan;
  • any claim based on the 2026 senior secured notes indenture, the 2028 senior notes indenture, the 2028 senior secured notes indenture or the 2029 senior notes indenture as amended and supplemented by the applicable amended notes indentures, including rights and obligations under the related security documents; or
  • any claim of a DISH Wireless debtor or its estate.
• The indenture trustees are released and discharged on the effective date from further responsibility under the four indentures, taking instead the rights and duties set forth in the amended notes indentures; all privileges, rights, indemnities and immunities of the indenture trustees, including the collateral agent for the 2026 and 2028 senior secured notes, are expressly preserved, as are rights to fees and expenses, indemnification, reimbursement, priority of payment, charging liens, exculpation and limitation of liability.
• Cancelled instruments survive solely to let holders receive plan distributions and to let the agents and paying agents make distributions, maintain and exercise charging liens, seek reasonable and documented fees and expenses of making distributions, enforce indemnification and reimbursement rights, exercise their rights as to their holders, and appear and be heard in the cases.
• On the effective date the debtors pay in full in cash all reasonable and documented fees, expenses, costs, disbursements, indemnities and other amounts owing to the indenture trustees under the applicable indentures, including counsel and other professional fees; amounts incurred after the effective date in connection with distributions, cancellation mechanics, lien releases, plan implementation or enforcement of the trustees' rights are paid promptly in cash by the reorganized debtors or another funding source the plan provides.

Programmer Parties

• Paragraph 114 governs all claims of, and the treatment of all agreements with, the programmer parties, each including its subsidiaries, affiliates and related entities party to a programmer agreement, and controls over any conflicting provision of the plan, plan supplement, disclosure statement or the balance of the order. On or before the effective date the debtors pay each programmer party in cash, for content and services provided before the effective date:
  • A+E Television Networks LLC: $15,377,429
  • AMC Global Media Inc.: $8,321,668
  • Hearst Television Inc.: $7,190,518
  • Montclair Communications Inc.: $56,042
  • Paramount Skydance Corp.: $52,106,341
  • Sinclair Broadcast Group Inc.: $32,223,509
  • Starz Entertainment LLC: $8,150,443
  • TEGNA Inc.: $17,473,277
  • TelevisaUnivision Inc.: $17,205,645
  • The Walt Disney Co.: $267,448,002
  • UP Entertainment LLC: $358,036
  • Fox, comprising Fox Cable Network Services LLC, Fox Television Holdings LLC and Fox Television Stations LLC: $76,924,124
• For programmer agreements that are executory contracts, these amounts are the cure costs required under section 365(b)(1) as a condition to assumption as of the effective date; if the debtors fail to pay timely, the programmer parties may seek enforcement in the bankruptcy court, which retains jurisdiction over that request alone.
• Payment of the effective date amounts and assumption of a programmer agreement do not modify, waive or affect a programmer party's rights, claims or defenses under its agreement or non-bankruptcy law, including the right to seek additional pre-effective-date amounts or to audit amounts owed; the order makes no finding that no further defaults exist, including monetary defaults payable as cure costs, and a programmer party's failure to assert or demand cure of a default before assumption is not a waiver.
• Fees and other amounts for pre-effective-date content and services that had not come due are post-effective date payables, paid in cash by the reorganized debtors when due under the applicable agreement, including its dispute resolution provisions, or on other terms agreed in writing; non-payment on or before the effective date does not delay, condition or affect assumption, and each programmer party consents to assumption notwithstanding such non-payment, without waiving its contractual rights and remedies if payment is later missed and without modifying the contractual term of its agreement.
• No programmer agreement may be rejected under the plan, and the debtors may not seek to reject one or add one to the schedule of rejected contracts and leases after entry of the order.
• From the effective date, every dispute under or relating to any past, present or future programmer agreement — including disputes over the parties' obligations or amounts payable, and over post-effective date payables — is preserved and adjudicated exclusively in the forum set by that agreement's forum selection, venue and choice-of-law provisions, and in no event in the bankruptcy court, except for non-payment of the effective date amounts; the automatic stay is deemed terminated as to those disputes, and a contract forum ruling is enforceable as a final order. The programmer parties agree not to assert in any contract forum that the debtors have not assumed a programmer agreement that is an executory contract.

Executory Contracts, Leases and Cure Costs

• All executory contracts and unexpired leases are deemed assumed on the effective date under sections 365 and 1123, other than those on the schedule of rejected contracts and leases, those that previously expired or terminated by their terms, those already assumed or rejected by final order, and those subject to a rejection motion pending on the effective date.
• The debtors will cure, or provide adequate assurance that they will promptly cure, monetary defaults: on or prior to the effective date for amounts due before it; per the contract's terms for amounts coming due on or after it; or on other terms agreed in writing. Disputed cure costs are paid following entry of a final order, with the undisputed portion paid on the ordinary schedule and the contract treated as assumed pending resolution; cure and adequate-assurance disputes are resolved by the court of competent jurisdiction identified by the contract's forum, venue and choice-of-law provisions or under non-bankruptcy law, or by settlement, without further court action.
• Unresolved confirmation objections survive to the extent they dispute a cure cost under an assumed contract; those disputes, including adequate-assurance disputes, proceed under Articles V.C and XI.16 of the plan and, for the programmer parties, paragraph 114. Except as to the programmer parties, the order is a final order approving the assumptions and rejections set out in the plan and the schedule of rejected contracts and leases.
• Assumption plus satisfaction of cure costs fully releases any non-monetary default arising from or triggered by the Chapter 11 filing, including change-of-control and ownership-composition restrictions and other bankruptcy-related defaults, arising at any time on or before the effective date; any provision that restricts, conditions or prohibits assumption, or is breached by it, including change-of-control provisions, is unenforceable solely as to the assumption and does not entitle the counterparty to terminate or to exercise default-related rights or payment demands on account of it.
• For nonresidential real property leases, the rejection date is the latest of the date in the plan supplement, the date the debtors relinquish control by written notice of surrender to the landlord together with turnover of keys and codes (or written notice that they are unavailable and the landlord may rekey), and the effective date; actual written notice of surrender is required, and the parties cooperate on reasonable access during normal business hours to remove personal property.
• Personal property remaining on the premises as of the rejection date is deemed abandoned under section 554 free and clear of liens, claims, encumbrances and interests, and the landlord may use or dispose of it without further notice or liability, with the automatic stay modified to permit it. The debtors are not authorized to abandon, and are directed to remove, hazardous materials to the extent applicable law requires, and must remove personally identifiable information and other confidential employee, customer and individual information before abandonment.

Tax Claims

• The secured ad valorem claims of the Texas taxing authorities, the ad valorem jurisdictions represented by Linebarger Goggan Blair and Sampson, Perdue Brandon Fielder Collins and Mott, and McCreary Veselka Bragg & Allen, are classified as Class 1A other secured claims notwithstanding anything to the contrary in the plan, the restructuring support agreement or the order. Delinquent amounts for tax year 2025 and prior are paid in full in cash on or before the effective date; current-year 2026 taxes are paid in the ordinary course as they come due and before becoming delinquent under Texas law; the claims include all pre- and postpetition interest allowed under Texas law and the Bankruptcy Code.
• The taxing authorities' statutory tax liens are unaltered and retained against the reorganized debtors' Texas real and tangible personal property, and any sale proceeds, with the same validity, extent and priority as existed on the petition date until each entity's claim is paid in full; if collateral is sold, conveyed or transferred, proceeds are remitted to the taxing authorities at closing before any disbursement to any other person. The authorities may amend their claims to reflect actual assessed 2026 amounts without prior court or debtor authorization and retain their rights to assert claim amounts and priority and to enforce the tax liens on default, with the debtors' rights and defenses, including the right to dispute or object, reserved.
• Priority tax claims filed by the Tennessee Department of Revenue are paid under section 1129(a)(9)(C) with interest under section 511.
• Transfers under the plan are exempt to the fullest extent of section 1146(a) from document recording, stamp, conveyance, intangibles, mortgage, real estate transfer and mortgage recording taxes, UCC and regulatory filing or recording fees and similar governmental assessments, and filing and recording officers are directed to forgo collection and accept the instruments for filing.

DWLLC Claims Trust and DWLLC Intercompany Loan

• Under Article VI.E, the treatment of allowed 2028 senior secured notes, 2028 senior notes and 2029 senior notes claims in Classes 1D, 1F and 1G does not alter, impair, satisfy, discharge or otherwise affect those holders' separate DISH Wireless general unsecured claims against DWLLC, a DISH Wireless debtor with its own Chapter 11 case, under the DWLLC intercompany loan, which was assigned prepetition to the DWLLC claims trust for the ratable benefit of the trust beneficiaries in accordance with the restructuring support agreement.
• The committee and certain other creditors and parties in interest dispute the claims asserted against DWLLC on the intercompany loan in DWLLC's Chapter 11 case; no representation or warranty is made that any distribution or recovery on the loan will be made under any plan confirmed in the DISH Wireless cases, and all persons' and entities' rights are reserved, subject to the restructuring support agreement as among its parties.
• Fees, expenses, costs, disbursements, indemnities and other amounts of the DWLLC claims trust trustee incurred through the effective date, including its professionals' fees and expenses, are paid in full in cash by the DBS debtors on the effective date without a proof of claim, administrative claim request, fee application or court review; in no event do the DISH Wireless debtors or their estates bear any indenture or DWLLC claims trust trustee fees and expenses.

Settlement and Releases

• The plan operates as a court-approved settlement of all claims, interests, causes of action and controversies it resolves.
• Debtor release (Article VIII.C): approved as a sound exercise of business judgment and an integral element of the plan. The court found each released party made a substantial contribution, that pursuing the released claims would likely cost more than it recovered, and that the release bars the debtors, reorganized debtors and estates from asserting any released claim. On the constituencies:
  • current and former directors, officers and managers share an identity of interest with the debtors and participated actively in negotiations before and during the cases;
  • the consenting creditors negotiated and executed the restructuring support agreement, which allows the debtors to deleverage their prepetition capital structure and provides enhanced strategic flexibility, and the release was a negotiated provision of that agreement without which the consenting creditors would not have supported the plan; and
  • EchoStar supported the plan and contributed to the restructuring, including by providing operational capital through the shared services agreement.
• Third-party release (Article VIII.F): approved as consensual and opt-in. The court based consensuality on adequate notice of the cases, the plan and the objection and opt-in deadlines; conspicuous bold-face release provisions in the plan, disclosure statement, ballots (which carried an opt-in election), notice of non-voting status and combined hearing notice; distribution of the opt-in form to holders in the non-voting classes; and service of the combined hearing notice on all noticed parties, including non-voting holders, plus publication in The New York Times on Sept. 23, 2026.
• Lien release (Article VIII.B): the release and discharge of mortgages, deeds of trust, liens, pledges and other security interests against estate property is approved as essential to implementing the plan.
• The release, exculpation, discharge and injunction provisions in Article VIII.A–H are approved in their entirety and become immediately effective and binding on the effective date on all persons and entities to the extent the plan provides, without further notice or court action.

Carve-Outs from the Releases

• Nothing in the plan, plan supplement or order releases or enjoins any rights, claims, causes of action or defenses of the DISH Wireless debtors or their estates against any person or entity, including the DBS debtors, the professionals and their related parties, all of which are expressly preserved.
• The reverse is also preserved: no rights, claims, causes of action or defenses against the DISH Wireless debtors or their estates, or against any entity acting on their behalf — including the special committee, the committee and any successor — are released, waived, enjoined or modified, including under section 502(h).
• The programmer parties and their related parties are not releasing parties; none of the Gray entities are releasing parties.
• Liberty Mutual Insurance Co., the surety, is deemed not to have opted into any release, discharge, exculpation or injunction provision that applies or could be read to apply to it, its rights or its claims, and is neither a releasing party nor a released party.
• Liliana Barrios-Contreras is not deemed to have affirmatively opted into or consented to the third-party release and is not a releasing party based on silence, non-voting status, failure to submit an opt-in form, participation in the cases, or other conduct short of affirmative consent.
• Nothing in the plan or order requires the United States or any state to file proofs of claim or administrative expense requests, impairs their police and regulatory powers or their setoff and recoupment rights, sets cure amounts for or requires novation of or consent to the transfer of federal or state contracts, constitutes governmental approval without compliance with non-bankruptcy law, or relieves any party of license and permit compliance; the order likewise does not enlarge those powers as to the DBS debtors.

Exculpation and Injunction

• The exculpation in Article VIII.G is approved, covering acts and omissions from the petition date through the effective date in connection with the cases, the disclosure statement, the definitive documents, the solicitation materials, the plan, any restructuring transaction, the first day pleadings, the negotiation and pursuit of the restructuring support agreement and the amended notes indentures, the plan supplement, confirmation, consummation, plan administration and implementation including the issuance of securities, and distributions of property. It carves out any act or omission determined by a final order to have constituted actual fraud, gross negligence or willful misconduct.
• The court found the exculpation appropriately limited in scope under the Fifth Circuit's Highland Capital decisions; the exculpated parties are entitled to section 1125(e) protection, as are the released parties.
• The injunction in Article VIII.H is approved as necessary to implement, preserve and enforce the discharge to the extent the plan provides, the debtor release, the third-party release and the exculpation. All injunctions and stays under sections 105 and 362 or any court order in existence at entry remain in full force until the effective date.
• Distributions are received and retained free of any obligation to hold or transfer them to another holder and are not subject to levy, garnishment, attachment or other legal process on claimed contractual subordination rights; such subordination rights are waived, and the order enjoins any entity from enforcing contractual, legal or equitable subordination rights against property distributed under the plan other than as the plan provides.

Preservation of Causes of Action

• Each reorganized debtor retains and may enforce all causes of action of the debtors arising before, on or after the petition date, with rights to commence, prosecute or settle preserved past the effective date, other than causes of action released against (a) holders of claims in the voting classes that are released parties and (b) the consenting creditors in their capacities as such, together with their property, successors and assigns, under Article VIII.D.
• Consistent with the reinstatement of their claims, neither the debtors, their estates, the reorganized debtors nor their related parties release or discharge any holder of a Class 1H DBS general unsecured claim from any cause of action, whenever arising.
• From the date of the order, neither the debtors nor the reorganized debtors will assert any cause of action, including any Chapter 5 cause of action, against PES Partners LLC arising from acts or omissions on or before the effective date, except counterclaims or defenses in connection with reconciling and allowing PES Partners' claim for rejection damages from the debtors' rejection of its lease as set out in the plan supplement.

Ride-Through Claims and Preserved Litigation

• Patent claims of Adeia Inc. and affiliates and of Velos Media LLC and/or TechStream LLC and affiliates ride through the cases completely unaffected, notwithstanding Article III.B.8 or any discharge, release, exculpation, settlement or injunction, including under section 1141. The parties' respective rights, claims and defenses remain unaltered; the claims are not discharged, compromised, released, waived, settled or capped; Adeia and Velos may litigate prepetition damages and administrative liabilities to judgment or settlement in the appropriate non-bankruptcy forum, with the automatic stay and any injunctions deemed terminated as of the effective date; and the reorganized debtors will satisfy any final unmodified, unstayed judgment, award or settlement without any proof of claim or administrative expense request.
• Postpetition survival and wrongful death claims of the Wilson claimants (the estate of Russell Wilson, through its successor in interest and heir Nicole Gomez, and Gomez individually) and the Lifvendahl claimants (the estate of Josslyn Lifvendahl, through heirs Dan and Shannon Lifvendahl, and each individually) likewise ride through unaffected and are not discharged, compromised, released, waived, settled or capped. The claimants may litigate to judgment or settlement in the appropriate non-bankruptcy forum, subject to applicable statutes of limitation or repose and consistent with the stipulation and agreed order modifying the automatic stay [Dkt. No. 1369], which continues to govern stay relief between the confirmation date and the effective date; the reorganized debtors will satisfy any final unmodified, unstayed judgment or award without a proof of claim or administrative claim request; and the section 503(b)(1) administrative priority status of those claims under paragraph 5 of that stipulation is undisturbed. The reorganized debtors' merits, limitations, repose, setoff, recoupment, venue, abstention and dismissal defenses are expressly preserved, as are all parties' insurance rights and obligations, and the order does not adjudicate the merits, validity or amount of the claims.
• Disputed data privacy claims asserted against a DBS debtor by Bursor & Fisher P.A. and Labaton Keller Sucharow LLP for claimants identified in a dispute resolution notice dated March 12, 2025, and later correspondence are deemed Class 1H DBS general unsecured claims treated under Article III.B.8; any individual proof of claim filed on those Sling arbitration claims is disregarded under Article III.B.8 and Article XI.1.
• Claims and causes of action held by Hughes Satellite Systems Corp. and its affiliates and subsidiaries against the debtors or their non-debtor affiliates are not satisfied, extinguished, discharged, released, enjoined or impaired; the HSSC entities retain all rights to prosecute, adjudicate, liquidate and resolve them in any court of competent jurisdiction and to seek entry and enforcement of any resulting monetary or injunctive judgment against the reorganized debtors.
• On Barrios-Contreras: the order neither adjudicates the timing or adequacy of notice to her, nor determines whether her asserted claim arose prepetition or belongs in Class 1H or another class, nor determines the status or effect of her Aug. 26, 2026 commencement of the AAA-administered arbitration against Sling, and does not preclude her from seeking another classification, tolling or other relief based on notice or from seeking relief under section 362(d), including retroactive relief where available. Sling will not seek contempt, sanctions or penalties for the Aug. 26, 2026 filing or related ministerial acts. She may proceed with the arbitration on and after the effective date, and that date is not the earliest or exclusive date on which prosecution may become permissible. If the effective date has not occurred by Oct. 1, 2026, the debtors and Barrios-Contreras must jointly submit a stipulated order by Oct. 8, 2026, in mutually agreed form, lifting the automatic stay to permit her to proceed against Sling, requesting waiver of the Bankruptcy Rule 4001(a)(4) 14-day stay and immediate effectiveness. No later amendment or clarification of the plan or order may materially alter these protections without her written consent or further court order after notice and a hearing.
• To the extent the debtors treat her asserted claim as a Class 1H claim, she has not agreed to anything less favorable than Article III.B.8's unimpaired, reinstated treatment; the order makes no determination that any proof of claim, bar-date or claim-processing requirement applies to her claim; and nothing expands, as to her, the scope of any discharge, injunction, release, exculpation or claim-processing requirement beyond what the plan and applicable law provide.

Surety and Insurance Programs

• Liberty Mutual's bond program, comprising surety bonds issued in the ordinary course, the payment and indemnity agreements, the collateral agreements including control and trust agreements, deposit accounts and letters of credit and their proceeds, and ordinary course premium payments, is reaffirmed and ratified by the reorganized debtors and continues in full force per its terms and non-bankruptcy law, with the bond obligations not discharged or released and not barred, limited or enjoined by any exculpation, release, injunction or discharge provision. If any bond obligation ceases to be effective on the effective date other than by expiration or contractual termination, the parties will execute documents to reinstitute it, including the indemnity obligations, as in effect immediately before the effective date; the surety has no obligation to continue, renew or issue bonds; to the extent applicable and with all parties' rights reserved, all agreements relating to the bond obligations are assumed under section 365 on the effective date; unpaid premiums and loss adjustment expenses due are paid on or before the effective date; no principal may be substituted under any bond without the surety's consent; and nothing affects the surety's rights against non-debtors or theirs against it.
• The Chubb policies issued to the DBS debtors or their predecessors as first named insured vest unaltered and in their entirety and continue in full force after the effective date, with the reorganized debtors liable in full for all obligations under them whenever arising; the Chubb insurers (ACE American Insurance Co., ACE Fire Underwriters Insurance Co., Indemnity Insurance Co. of North America, Westchester Fire Insurance Co., Federal Insurance Co., Executive Risk Indemnity Inc., Vigilant Insurance Co. and their U.S.-based predecessors and affiliates that issued Chubb policies) need not object to proposed cure costs or file any claim, administrative claim or payment request and are not subject to any bar date. No sale, assignment or transfer of the policies or their proceeds, benefits, claims or recoveries may occur without the applicable insurer's prior written consent where the policies or non-bankruptcy law require it, and nothing revests policies, proceeds, rights or interests that are not estate property.
• The automatic stay and the Article VIII injunctions are deemed lifted, as to claims against the DBS debtors and reorganized debtors, to permit: claimants with valid workers' compensation or direct action claims to proceed; the Chubb insurers to administer, defend, settle and pay workers' compensation claims, direct action claims and stay-relieved claims, and all related costs, in the ordinary course; the insurers to draw on collateral or security at any time and hold or apply the proceeds against the debtors' obligations in the order the insurer determines; and the insurers to cancel any policy affording coverage solely to the DBS debtors and take other policy actions, including setoff or recoupment, as the policies and non-bankruptcy law permit.
• No distribution is made on a claim payable under a Chubb policy until the holder has made reasonable efforts to exhaust its remedies under that policy; to the extent an insurer pays or satisfies such a claim as finally adjudicated or settled, the corresponding portion of the claim is expunged without a claim objection or further court action. Consummation does not affect third-party beneficiary or other covered party rights, waive any insurer's coverage defenses, or establish any insurer's liability or coverage obligation.
• All indemnification provisions in place as of the effective date — in bylaws, charters, LLC and partnership agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts or otherwise — for current and former governing body members, general partners, directors, officers, managers, members, employees, attorneys, accountants, investment bankers, advisors and other professionals of or acting for the debtors are assumed by the reorganized debtors.
• No D&O policy is deemed rejected, terminated, cancelled or adversely affected by any plan or order provision; to the extent a D&O policy is an executory contract it is deemed assumed under sections 365 and 1123, with the order constituting approval of that assumption. After the effective date the reorganized debtors may not terminate, cancel, impair or reduce coverage under any D&O policy, including any tail policy, in effect on the effective date or purchased in connection with the cases, and all current and former members, managers, directors, officers, employees and other insureds remain entitled to the full benefits for the full policy term, subject to the policies' terms, conditions, limitations and exclusions. Other insurance policies that are executory contracts and not previously rejected are likewise deemed assumed on the effective date.

Gray Entities

• Paragraph 117 governs the treatment of all agreements with, and all claims including administrative claims of, Gray Media Inc. and its subsidiaries, affiliates and related entities, and controls over any conflicting plan or order provision. On or before the effective date the debtors must cure, or provide adequate assurance that they will promptly cure, all monetary defaults under the Gray agreements to be assumed and provide adequate assurance of future performance; Gray may seek enforcement of that obligation in the bankruptcy court. All other disputes under or relating to a Gray agreement, including over the parties' obligations or amounts payable, are preserved and adjudicated under the agreement's choice of law and exclusively in the forum its forum selection and venue provisions supply, and in no event in the bankruptcy court.

Professional Fees and Ad Hoc Group Fees

• Professional fee claims for services rendered before the effective date must be filed under Article II.B.1 within 45 days after the later of the effective date and entry of the retention order; the court determines allowed amounts after notice and hearing, and the reorganized debtors pay them in cash as soon as reasonably practicable after allowance. On the effective date the requirement that professionals comply with sections 327 through 331, 363 and 1103 for post-effective-date retention or compensation terminates, and the debtors may employ and pay professionals in the ordinary course without court approval.
• Ad hoc group professional fees are payable by the DBS debtors, EchoStar, DNC or the reorganized debtors to the extent Section 11 of the restructuring support agreement requires, under the applicable engagement letters or other contractual arrangements and without retention or fee applications or court review; they are not professional fee claims subject to the Article II.A or II.B procedures, neither Milbank LLP nor any other advisor entitled to payment under Section 11 must file a proof of claim or an application under sections 330 or 503 as a condition to payment, and timely invoiced amounts not paid on schedule are not waived and roll into a subsequent invoice. Outstanding invoiced fees are paid in cash as follows:
  • on the effective date, fees incurred or estimated to be incurred before it, to the extent invoiced at least two business days in advance; and
  • after the effective date, unpaid fees within five business days of receiving an invoice.
• The reorganized debtors pay the reasonable fees and expenses of the members of and advisors to any statutory committee, including committee professionals' fees incurred after the effective date for the purposes for which the committee continues, to the extent allocable to the DBS debtors or reorganized debtors. The plan provides for payment of all fees due under 28 U.S.C. § 1930(a).

Committee

• The U.S. trustee appointed the official committee of unsecured creditors on July 12, 2026 [Dkt. No. 276].
• If the DBS effective date precedes the DISH Wireless plan's effective date, the committee does not dissolve; it continues in existence with standing and a right to be heard, including on matters arising in or related to the DISH Wireless cases. As to the DBS debtors, the reorganized debtors and matters arising under the plan, its continuing standing is limited to: applications and related relief for professional fee claims and section 503(b) fee and expense requests allocable to the DBS debtors; appeals of or related to the confirmation order; any other appeal relating to the plan to which it is a party; and matters related to the DISH Wireless debtors until the committee dissolves under the DISH Wireless plan.
• Except for continuing confidentiality obligations, committee members are released and discharged as of the effective date from rights and duties relating to the cases only insofar as those relate to the DBS debtors and fall outside the limited continuing purposes; Article XII.D does not release or discharge the committee or its members from any rights or duties relating to the DISH Wireless cases.

Modifications, Consent Rights and Conditions Precedent

• The plan modifications to the initial plan are not material under section 1127, do not cause a section 1122 or 1123 failure, do not materially or adversely change any class treatment, and require neither resolicitation nor an opportunity to change votes; holders that voted to accept or are presumed to accept are deemed to accept as modified, and an accepting holder may not switch to rejection on account of the modifications.
• The order approves the plan supplement and the documents in it, as they may be amended through the effective date as the plan permits, subject to the consent rights in those documents, in the restructuring support agreement and in the other definitive documents. The debtors may alter, amend, modify or supplement plan supplement documents in accordance with the restructuring support agreement and the plan, provided no change is inconsistent with the plan, the order or the restructuring support agreement; a modification inconsistent with the plan requires prior notice filed with the court and served on parties in interest, who must have a reasonable opportunity to object and be heard before it takes effect.
• Post-confirmation, subject to section 1127, Bankruptcy Rule 3019 and the restrictions in the restructuring support agreement and the plan, the debtors reserve the right to revoke, withdraw, alter, amend or modify the plan one or more times before the effective date, and to remedy defects or omissions and reconcile inconsistencies, on the same notice-and-opportunity-to-object condition. Each term of the plan and order is valid and enforceable, integral to the plan, may not be deleted or modified without the DBS debtors' consent, and is non-severable and mutually dependent.
• Each condition precedent in Article IX.A has been or is reasonably likely to be satisfied or waived under Article IX.B, and the debtors are authorized to consummate the plan subject to satisfaction or waiver by the required parties. On the effective date the plan's terms and the restructuring transactions, including any liens granted, become immediately effective and enforceable, not subject to avoidance or other challenge, and binding on the debtors, the reorganized debtors, all holders of claims and interests whether or not they voted or are deemed to accept, all parties to the plan's settlements, compromises, releases, discharges and injunctions, each entity acquiring property, and all non-debtor counterparties to executory contracts and unexpired leases; all claims, interests and debts are fixed, adjusted, reinstated or compromised regardless of how any holder voted. The plan is deemed substantially consummated under section 1101(2) on the effective date.
• If consummation does not occur for a DBS debtor, the plan and the order's findings are null and void as to that debtor, and nothing in the plan or disclosure statement waives or releases any claims, prejudices any party's rights, or constitutes an admission, acknowledgment, offer or undertaking.

Feasibility and Best-Interests Findings

• The liquidation analysis at Exhibit D to the disclosure statement, uncontroverted by other evidence, establishes that holders of allowed claims and interests in each class recover at least as much under the plan as in a Chapter 7 liquidation as of the effective date, satisfying section 1129(a)(7).
• The financial projections at Exhibit C establish that the plan is feasible, that confirmation is not likely to be followed by liquidation or the need for further reorganization except as the plan provides, and that the reorganized debtors will have sufficient funds to meet their plan obligations, including any administrative claims described in the stipulation and agreed order modifying the automatic stay [Dkt. No. 1369] to the extent liquidated under Article II.A. Together with the Ansel declaration, the projections establish that estimating contingent, unliquidated and disputed administrative claims is unnecessary to the feasibility determination.

Jurisdiction and Conflicts

• The court retains jurisdiction over all matters arising out of and related to the cases to the full extent the plan and order provide, including the matters in Article XI, under sections 105(a) and 1142, and to the maximum extent law allows, subject in all respects to Articles V.C and XI.16 of the plan and to paragraph 114 for the programmer parties.
• The order supersedes any prior inconsistent court order, and where the plan and the order conflict, the order governs and controls.

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.