DISH DBS Corporation - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Case No. 26-90627 (CML) (jointly administered), United States Bankruptcy Court for the Southern District of Texas, Houston Division. The Second Modified Plan was filed August 11, 2026 [Dkt. No. 911] by White & Case LLP as proposed counsel to the Debtors. An official committee of unsecured creditors has been appointed, represented by Akin Gump Strauss Hauer & Feld LLP.
• DISH DBS Corporation (“DBS”), DISH Wireless L.L.C. (“DWLLC”), and their respective Debtor affiliates propose the Second Modified Joint Prepackaged Chapter 11 Plan for the treatment and resolution of outstanding Claims against, and Interests in, the Debtors.
  • Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor, and the classifications set forth in Article III apply separately with respect to each Debtor. The Plan does not contemplate substantive consolidation of any of the Debtors.
  • The Debtors are divided into two groups: the DBS Debtors (DISH DBS Corporation; DISH Broadcasting Corporation; DISH Network L.L.C.; Dish Network Service L.L.C.; DISH Operating L.L.C.; DISH Technologies Holding Corporation; DISH Technologies L.L.C.; Sling Media, L.L.C.; Sling TV Gift Card Corporation; Sling TV Holding L.L.C.; Sling TV L.L.C.; and Sling TV Purchasing L.L.C.) and the DISH Wireless Debtors (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).
  • Subject to the restrictions in 11 U.S.C. § 1127, Bankruptcy Rule 3019, and the terms of the Restructuring Support Agreement and the Plan, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan before substantial consummation.
• The Plan implements the Restructuring Support Agreement (“RSA”), dated as of March 19, 2026, by and among the Company Parties, EchoStar Corporation (“EchoStar”), DISH Network Corporation (“DNC”), the Release Parties, and the Consenting Creditors, including the Refinancing Term Sheet, dated as of March 19, 2026, and all other exhibits and attachments thereto.
  • All consultation, information, notice, and consent rights of the parties to the RSA, including with respect to the form and substance of each Definitive Document, are incorporated into the Plan by reference and are fully enforceable until the RSA is terminated in accordance with its terms.
  • The Definitive Documents are those listed in Section 5 of the RSA, which shall be in all respects consistent with the RSA and subject to the consent requirements set forth in Section 5(a) thereof.
• Two classes have been eliminated from the Plan in light of prepetition and postpetition repayments:
  • Class 1E was eliminated because DBS repaid the 7.75% senior notes due 2026 issued by DBS, including the $2.0 billion in aggregate principal amount outstanding thereunder plus all accrued and unpaid interest to and including July 28, 2026, pursuant to the Order (I) Authorizing the DBS Debtors to Pay All Amounts Outstanding under DBS’s 2026 Senior Notes and (II) Granting Related Relief [Dkt. No. 589].
  • Class 2F was eliminated because, on the AT&T Closing Date, DNC redeemed the 11.75% senior secured notes due 2027 issued by DNC.
• The AT&T Transactions—pursuant to which EchoStar and/or its applicable subsidiaries assigned the 3.45 GHz and 600 MHz spectrum licenses to AT&T Mobility II LLC (or its designee), as approved by the FCC’s Wireless Telecommunications Bureau pursuant to the FCC’s May 2026 Order—were consummated on July 28, 2026 (the “AT&T Closing Date”).

Sources of Plan Consideration

• Subject to the terms of the Plan and the RSA, distributions to Holders of Allowed Claims shall be funded from:
  • Cash on hand;
  • The issuance and distribution of the Amended Notes;
  • The DISH Wireless Distributable Value; and
  • Solely with respect to Holders of Allowed Secured Type A Claims, the Type A Claims Reserve, to the extent of DWLLC’s perfected prepetition security interest therein.
  • In addition, after payment in full of all Allowed Professional Fee Claims allocable to each of the DBS Debtors and the DISH Wireless Debtors, any remaining amounts in the corresponding Professional Fee Escrow Account become DISH Wireless Distributable Value available for distribution to Holders of Allowed DISH Wireless General Unsecured Claims, without further notice to or action, order, or approval of the Bankruptcy Court.

Amended Notes

• The Amended Notes consist of the Amended 2026 Senior Secured Notes, the Amended 2028 Senior Secured Notes, the Amended 2028 Senior Notes, and the Amended 2029 Senior Notes—in each case, the existing DBS Notes as amended and supplemented pursuant to the applicable Amended Notes Indenture. The DBS Notes comprise:
  • The 5.25% senior secured notes due 2026 issued by DBS;
  • The 5.75% senior secured notes due 2028 issued by DBS;
  • The 7.375% senior notes due 2028 issued by DBS; and
  • The 5.125% senior notes due 2029 issued by DBS.
• The Amended Notes Indentures are the supplemental indentures adopted in accordance with the RSA with respect to each series, together with all ancillary documentation contemplated thereunder, and shall be in all respects consistent with the RSA and in form and substance reasonably acceptable to the Required Consenting Creditors and the applicable Indenture Consenting Creditors.
• The Amended 2028 Senior Secured Notes Indenture will provide for the DBS Cash Sweep—required redemptions of the 2028 Senior Secured Notes on and after the Effective Date, on a quarterly basis commencing with the fiscal quarter ending March 31, 2027, to the extent of “Available Cash” of the Reorganized DBS Debtors, as set forth in the RSA and the Amended 2028 Senior Secured Notes Indenture.
• The Amended Notes shall be issued, offered, and distributed to the fullest extent permitted in reliance on the exemption from registration provided by section 1145 of the Bankruptcy Code and/or section 4(a)(2) of the Securities Act and any other available exemption.
  • To the extent section 1145 applies, the offer, issuance, and distribution of the Amended Notes shall be exempt from the registration and prospectus delivery requirements of section 5 of the Securities Act and any applicable state securities laws, subject to the limitations set forth in section 1145 and applicable law.
  • To the extent section 1145 is unavailable or determined not to apply, the Amended Notes shall be offered, issued, and distributed pursuant to one or more other available exemptions, including section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S, and may be subject to customary legends and transfer restrictions.
  • The availability of section 1145 or any other exemption shall not be a condition to the occurrence of the Effective Date.

Classification and Treatment of Claims and Interests

• DBS Debtor Classes:
  • Class 1A (Other Secured Claims) and Class 1B (Other Priority Claims) — Unimpaired; conclusively presumed to accept. Legal, equitable, and contractual rights are unaltered. At the option of the Debtors (as to Class 1B, with the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld) or the Reorganized DBS Debtors, each Holder receives payment in full in Cash on or as soon as reasonably practicable after the later of the Effective Date and the date that is ten Business Days after such Claim becomes Allowed; Reinstatement (Class 1A only); or other treatment rendering the Claim Unimpaired or otherwise consistent with section 1129(a)(9).
  • Class 1C (2026 Senior Secured Notes Claims) — Impaired; entitled to vote. Claims shall be Allowed in an amount equal to the unpaid principal amount outstanding as of the Effective Date, together with accrued and unpaid interest at the rates set forth in the indenture (including, from and after the applicable maturity date, consistent with the prematurity interest schedule if the Chapter 11 Cases extend past such date) and any other amounts due and owing thereunder as of the Effective Date. Each Holder shall receive (i) Amended 2026 Senior Secured Notes in a principal amount equal to the unpaid principal amount of its Allowed Claim and (ii) Cash on account of accrued and unpaid interest and other amounts due and owing under the indenture as of the Effective Date; provided that accrued and unpaid interest included in the Allowed Claim but not yet due and owing as of the Effective Date will not be included in the principal amount of the Amended Notes and instead will be paid in full on the next scheduled semiannual interest payment date to Holders of record.
  • Class 1D (2028 Senior Secured Notes Claims) — Impaired; entitled to vote. Allowance and treatment mirror Class 1C, with Holders receiving Amended 2028 Senior Secured Notes and Cash on the same terms.
  • Class 1F (2028 Senior Notes Claims) — Impaired; entitled to vote. Allowance and treatment mirror Class 1C, with Holders receiving Amended 2028 Senior Notes and Cash on the same terms.
  • Class 1G (2029 Senior Notes Claims) — Impaired; entitled to vote. Claims shall be Allowed in an amount equal to unpaid principal outstanding as of the Effective Date, together with accrued and unpaid interest at the rates set forth in the indenture (including, from and after the applicable maturity date, consistent with the prematurity interest schedule if the Chapter 11 Cases extend past such date) and any other amounts due and owing thereunder to the extent Allowed and not previously paid or otherwise satisfied in accordance with the Plan, the RSA, or any order of the Bankruptcy Court. Holders receive Amended 2029 Senior Notes and Cash on terms mirroring Class 1C.
  • For the avoidance of doubt, the separate DISH Wireless General Unsecured Claim held by the DWLLC Claims Trust under the DWLLC Intercompany Loan for the ratable benefit of each DWLLC Claims Trust Beneficiary holding an Allowed 2028 Senior Secured Notes, 2028 Senior Notes, or 2029 Senior Notes Claim shall be preserved and treated solely in accordance with Class 2E and Article VI.E.
  • Class 1H (DBS General Unsecured Claims) — legal, equitable, and contractual rights unaltered; such Claims shall be Reinstated.
  • Class 1I (DBS Intercompany Claims) — each Allowed Claim shall be either Reinstated or set off, settled, distributed, contributed, merged, canceled, or released, in the discretion of the Debtors or the Reorganized DBS Debtors.
  • Class 1J (Interests in the DBS Debtors) — each Interest shall be Reinstated.
• DISH Wireless Debtor Classes:
  • Class 2A (Other Secured Claims) and Class 2B (Other Priority Claims) — Unimpaired; conclusively presumed to accept. Legal, equitable, and contractual rights are unaltered. At the option of the Debtors (with the consent of the Consenting Creditors) or the Post-Effective Date DISH Wireless Debtors, each Holder receives payment in full in Cash on or as soon as reasonably practicable after the later of the Effective Date and the date that is ten Business Days after such Claim becomes Allowed, or other treatment rendering the Claim Unimpaired or otherwise consistent with section 1129(a)(9).
  • Class 2C (Prepetition Secured Loan Claims) — Unimpaired; conclusively presumed to accept. These Claims are held by DBS against DWLLC and, as guarantor, DISH Wireless Leasing L.L.C., and arise under the Loan and Security Agreement, dated as of April 21, 2026, between DWLLC, as borrower, and DBS, as lender, pursuant to which DBS extended secured term loans in an aggregate principal amount of $75,000,000, and the related Guarantee and Security Agreement, dated as of May 26, 2026, under which DISH Wireless Leasing L.L.C. guaranteed and secured DWLLC’s obligations. Solely to the extent such Claims are not paid in full in Cash upon the closing of the Sale, DBS shall receive payment in full in Cash on or as soon as reasonably practicable after the Effective Date.
  • Class 2D (Secured Type A Claims) — Unimpaired; conclusively presumed to accept. A Secured Type A Claim is a Claim against DWLLC or any other DISH Wireless Debtor in an amount of $100,000.00 or less that is asserted to be a Covered Claim and that is entitled, upon an eligibility determination by the Trustee under the FCC Trust Documents, to receive a distribution from the Type A Claims Reserve; a Claim greater than $100,000.00 is also treated as a Secured Type A Claim if its Holder makes the Type A Convenience Claim Election. Each Holder shall receive payment in full in Cash solely from distributions made from the Type A Claims Reserve pursuant to the FCC Trust Documents; provided that any distribution DWLLC or Post-Effective Date DWLLC receives from the FCC Trust on account of such Claim and pays or transfers to the applicable Holder shall be subject to entry of the FCC Trust Distributions Order. Distributions from the Type A Claims Reserve constitute distributions from DWLLC’s Estate and shall be made either directly by the Trustee to the applicable Holder or by the Trustee to the Holder through DWLLC or Post-Effective Date DWLLC, as Secured Party.
  • Class 2E (DISH Wireless General Unsecured Claims) — Impaired; entitled to vote. Each Holder shall receive its Pro Rata share of the DISH Wireless Distributable Value; provided that Allowed DISH Wireless General Unsecured Claims held by the DWLLC Claims Trust shall be subject to the waterfall set forth in Article VI.E, in accordance with the RSA.
  • Class 2G (DISH Wireless Intercompany Claims) — each Claim shall be Reinstated or set off, settled, distributed, contributed, merged, canceled, or released, in the discretion of the Debtors or the Post-Effective Date DISH Wireless Debtors.
  • Class 2H (Interests in the DISH Wireless Debtors) — each Interest shall be Reinstated or cancelled, released, or otherwise adjusted, in the discretion of the Debtors or the Post-Effective Date DISH Wireless Debtors.
• The Voting Deadline for all Holders of Claims entitled to vote is August 28, 2026 at 5:00 p.m. (prevailing Central Time), as may be extended by order of the Bankruptcy Court. If a Class contains Claims eligible to vote and no Holder in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by such Class.
• Acceptance of the Plan by at least one Impaired Class entitled to vote shall satisfy section 1129(a)(10) of the Bankruptcy Code. The Debtors shall seek Confirmation pursuant to section 1129(b) with respect to any rejecting Class and reserve the right to modify the Plan to the extent Confirmation under section 1129(b) requires modification, including by rendering a Class Unimpaired.

FCC Trust

• The FCC Trust (the “Wireless Creditor Trust”) was established at the direction of the FCC’s Wireless Telecommunications Bureau pursuant to the Trust Agreement, dated as of June 26, 2026, between EchoStar and The Bank of New York Mellon, as Trustee, and the FCC’s May 2026 Order. A copy of the FCC Trust Agreement is appended to the Plan as Exhibit A.
  • The FCC Trust Contribution of $2,400,000,000.00 was deposited into the FCC Trust on the AT&T Closing Date.
  • The Type A Claims Reserve is the segregated deposit account of the FCC Trust into which $200,000,000 was deposited on the AT&T Closing Date, and which the Trustee shall maintain in an amount sufficient to satisfy in full Type A Claims the Trustee estimates may become eligible for distribution and the FCC Trust’s initial expenses.
  • Pursuant to the FCC Trust Security Agreement, dated as of June 26, 2026, between DWLLC, as Secured Party, and the Trustee, as grantor, DWLLC holds a security interest over the Trustee’s right, title and interest in and to the Type A Claims Reserve, securing the FCC Trust’s obligation to make distributions to DWLLC on behalf of Holders of Secured Type A Claims. Perfection is supported by a deposit account control agreement among the Trustee, DWLLC, and the bank at which the Type A Claims Reserve is maintained.
  • Neither the Reorganized DBS Debtors nor the Post-Effective Date DISH Wireless Debtors shall take any action that would impair, challenge, release, or otherwise adversely affect that security interest or its perfection. Such security interest shall survive the Effective Date and shall not be released, subordinated, primed, impaired, or adversely affected by operation of the Plan, the Confirmation Order, or any other Definitive Document.
  • In the event of any inconsistency between the Plan or the Confirmation Order, on the one hand, and the FCC Trust Documents, on the other, the FCC Trust Documents shall control with respect to all matters relating to FCC Trust Assets, FCC Trust administration, Covered Claims, and distributions from the FCC Trust (including from the Type A Claims Reserve).
• Creditor elections:
  • Any Holder of an Allowed DISH Wireless General Unsecured Claim that asserts its Claim is a Covered Claim may make the FCC Trust Election—pursuing recovery from the FCC Trust by making a Covered Claim Submission—subject in all respects to the FCC Trust Third-Party Payment Provisions.
  • Alternatively, a Holder of a DISH Wireless General Unsecured Claim in an amount greater than $100,000.00 may make the Type A Convenience Claim Election on its ballot on or before the Voting Deadline, irrevocably agreeing to (a) reduce its Covered Claim to $100,000.00 for all purposes under the FCC Trust Documents and the Plan, (b) be treated in all respects as a Secured Type A Claim and receive distributions, if any, solely from the Type A Claims Reserve, and (c) execute a waiver and release with respect to any right to assert, recover, or receive any distribution on account of the portion of such Covered Claim in excess of $100,000.00 against any Debtor, Reorganized DBS Debtor, Post-Effective Date DISH Wireless Debtor, Estate, any other EchoStar Party, or the FCC Trust. The $100,000.00 threshold is intended to be determined without regard to interest, if any, to which the Bankruptcy Court may determine the Holder is entitled.
  • As provided in the FCC’s May 2026 Order, no Holder may make more than one FCC Trust Claim Submission, and no Holder may make both the FCC Trust Election on account of a Claim in an amount exceeding $100,000.00 and the Type A Convenience Claim Election on account of the same Claim as reduced to $100,000.00.
  • A Holder making the Type A Convenience Claim Election shall not be treated as a Holder of an Allowed DISH Wireless General Unsecured Claim in Class 2E for distribution purposes; instead, such Claim shall be treated as a Secured Type A Claim conclusively presumed to have accepted the Plan and not entitled to vote. Making the election shall not affect such Holder’s right to affirmatively opt in to the Third-Party Release.
  • If the Trustee determines a Holder’s Claim is not eligible to receive a distribution from the FCC Trust, then, subject to the Holder’s timely filing of a reconsideration request and the denial thereof, such Holder shall be solely entitled to receive its Pro Rata share of the DISH Wireless Distributable Value in accordance with the Plan and, in the case of a Holder that made the Type A Convenience Claim Election, without reduction of such Holder’s Allowed DISH Wireless General Unsecured Claim to $100,000.00. Making a Covered Claim Submission shall not be deemed to adversely impact the jurisdiction of any court or arbitration tribunal to reconsider any eligibility determination by the Trustee.
• Third-Party Payment coordination:
  • Under no circumstances, except as any EchoStar Party may otherwise agree in writing, shall the Disbursing Agent make a distribution to any Holder of an Allowed DISH Wireless General Unsecured Claim that has made the FCC Trust Election.
  • Any distribution made under the Plan (or otherwise from a Debtor or its Estate) to a Holder that makes the FCC Trust Election is deemed a “Third-Party Payment” under the FCC Trust Documents and shall reduce, dollar-for-dollar, the amount distributable to such Holder from the FCC Trust.
  • Conversely, if the Disbursing Agent receives notice that the FCC Trust has made a distribution to a creditor asserting a Covered Claim, the Disbursing Agent shall reduce any Plan distribution to such Holder on a dollar-for-dollar basis by the amount of such FCC Trust distribution.
  • The Disbursing Agent shall provide prompt written notice to the Trustee (with a copy to the relevant Holder) of any Plan distribution made on account of an Allowed DISH Wireless General Unsecured Claim that the Disbursing Agent determines is or has been asserted as a Covered Claim, no later than five Business Days following such distribution. If a Plan distribution and an FCC Trust distribution are made concurrently with respect to the same Claim, the Disbursing Agent and the Trustee shall coordinate in good faith.
  • Except as any EchoStar Party may otherwise agree in writing, a Claimant making a Covered Claim Submission agrees that the FCC Trust is its sole source of recovery on account of its Covered Claim.
  • The FCC Trust Third-Party Payment Provisions further provide that distributions on account of an Eligible Covered Claim are subject to the Claimant’s execution of a full and complete release and discharge of any and all Covered Claims against the EchoStar Parties, in a form prepared and promulgated by the Trustee that is acceptable to EchoStar and DWLLC, and shall be reduced by the aggregate amount of any Third-Party Payment. A Covered Claim Submission constitutes a voluntary, irrevocable waiver and release by the Claimant of any legal rights to otherwise recover against or enforce the underlying Judicial or Arbitral Claim Determination or Covered Claim Settlement against any EchoStar Party.
  • A Covered Claim is an Eligible Covered Claim only if the Claimant has, among other things, certified that it has not received any Third-Party Payment or specified the aggregate amount thereof. A Claimant receiving a Third-Party Payment after making a Covered Claim Submission must notify the Trustee within ten Business Days; failure to timely notify after receiving a distribution results in the Claimant owing the Trust annualized interest at the federal judgment rate on the amount of such Third-Party Payment for each Business Day after the applicable 10-day period until the Trustee is notified.
  • In no event shall the aggregate distributions received by a Holder on account of a Claim from any source—including the FCC Trust, the DISH Wireless Distributable Value, or any combination thereof—exceed the Allowed amount of such Claim.

DWLLC Claims Trust and Distribution Waterfall

• The DWLLC Claims Trust was established by the Claims Trust Agreement, dated as of June 26, 2026, between DBS, as trustor, and Wilmington Savings Fund Society, FSB, solely as trustee, to receive, hold, administer, and distribute, for the ratable benefit of the DWLLC Claims Trust Beneficiaries, distributions on account of Allowed DISH Wireless General Unsecured Claims under the DWLLC Intercompany Loan assigned to such trust prior to the Petition Date. The Beneficiaries are the Indenture Trustees of the 2028 and 2029 Notes on behalf of the respective Holders thereof.
• The DWLLC Intercompany Loan comprises intercompany loans extended by DNC to DWLLC from time to time beginning in 2020, memorialized pursuant to the Loan Agreement, dated as of August 22, 2025, between DNC, as lender, and DWLLC, as borrower, in the aggregate amount of $8,856,507,760.88 (inclusive of principal and accrued interest and net of $5,000,000,000.00 of prior loan forgiveness) as of June 28, 2026, with interest ceasing as of that date. The loans were assigned by DNC to DBS and, by DBS as trustor, to the DWLLC Claims Trust prior to the Petition Date in accordance with the RSA. The FCC’s July 2026 Order provides that the DWLLC Intercompany Loan shall not be entitled to recover from the FCC Trust.
• All amounts recovered by the DWLLC Claims Trust from DWLLC’s Estate on account of Allowed DISH Wireless General Unsecured Claims held under the DWLLC Intercompany Loan shall be applied in the following order of priority:
  • First, to the trustee of the DWLLC Claims Trust and the DWLLC Claims Trust for any unpaid and outstanding fees and reasonable and documented expenses, including the outstanding fees of counsel to the trustee and to the trust;
  • Second, up to the DWLLC Recovery Cap of $300,000,000, distributed to the applicable Indenture Trustees on behalf of Holders of 2028 Senior Secured Notes Claims, 2028 Senior Notes Claims, and 2029 Senior Notes Claims on a Pro Rata basis, to be applied to the optional redemption of the applicable 2028 and 2029 Notes at the applicable optional redemption price in accordance with the applicable DBS Notes Indenture;
  • Third, any DWLLC Excess Recovery (amounts in excess of the DWLLC Recovery Cap) shall be held in trust for, and promptly remitted without set-off or counterclaim to, the applicable Indenture Trustee for the 2028 Senior Secured Notes, to be applied solely to redeem a corresponding aggregate amount of principal and accrued and unpaid interest on the 2028 Senior Secured Notes then outstanding at par, without any premium, penalty, or charge, pursuant to provisions of the Amended 2028 Senior Secured Notes Indenture to be amended to implement such redemption feature; and
  • Fourth, any DWLLC Residual Recovery (amounts by which the DWLLC Excess Recovery exceeds outstanding principal and accrued and unpaid interest on the 2028 Senior Secured Notes) shall be remitted to the applicable Indenture Trustees for the 2028 Senior Notes and the 2029 Senior Notes, to be applied solely to redeem a corresponding aggregate amount of principal and accrued and unpaid interest on such notes then outstanding, on a Pro Rata basis, at par, without any premium, penalty, or charge, pursuant to provisions of the 2028 Senior Notes Indenture and the 2029 Senior Notes Indenture to be amended to implement such redemption features.
• The remittance of any DWLLC Excess Recovery for application to the optional redemption of Allowed 2028 Senior Secured Notes Claims is in addition to, and not in lieu of, any redemption of 2028 Senior Secured Notes after the Effective Date pursuant to the DBS Cash Sweep or any other consideration provided to Holders of Allowed DBS Notes Claims under the Plan.
• The treatment of Allowed 2028 Senior Secured Notes Claims, 2028 Senior Notes Claims, and 2029 Senior Notes Claims against the DBS Debtors under Classes 1D, 1F, and 1G shall not alter, impair, satisfy, discharge, or otherwise affect such Holders’ separate Allowed DISH Wireless General Unsecured Claims against DWLLC under the DWLLC Intercompany Loan.
  • All distributions for the benefit of Holders in Classes 1D, 1F, and 1G shall be made through the applicable Indenture Trustee for application and further distribution in accordance with the applicable DBS Indenture.
  • The Indenture Trustees shall have no duty after the Effective Date with respect to the DWLLC Claims Trust except to distribute funds actually received. The duties, obligations, liabilities, and protections of the trustee of the DWLLC Claims Trust are limited to those expressly set forth in the applicable trust agreement, and such trustee shall have no personal liability for obligations of the Debtors, the Reorganized DBS Debtors, the Post-Effective Date DISH Wireless Debtors, the DWLLC Claims Trust, Holders, or beneficiaries, except as expressly provided therein.

DIP Financing

• The DIP Financing Agreement is a Debtor-in-Possession Loan and Security Agreement by and among DWLLC, as borrower, the other DISH Wireless Debtors, as guarantors, and EchoStar, as DIP Lender (or such other lender as determined by an order of the Bankruptcy Court). The Plan refers throughout to the DIP Orders as “one or more orders, if any,” and to Allowed DIP Financing Claims “if any,” such that the DIP facility and its claims are treated as contingent on entry of the applicable DIP Orders.
• DIP Financing Claims shall be deemed Allowed as of the Effective Date in an amount equal to all obligations due and owing under the DIP Financing Documents and applicable DIP Orders, including outstanding principal, all accrued and unpaid interest up to and including the date of satisfaction, all accrued and unpaid fees, expenses, and noncontingent indemnification and reimbursement obligations, and all other obligations due and owing thereunder.
• Except to the extent the DIP Lender agrees to less favorable treatment, Allowed DIP Financing Claims shall be treated as follows:
  • If the DISH Wireless Successful Bidder is the DIP Lender and makes a credit bid in the Sale Transaction, and the purchase price is greater than the Allowed DIP Financing Claims, the aggregate amount of such Claims outstanding as of the closing of the Sale shall be credited against and reduce, dollar-for-dollar, the purchase price payable at closing, and such credit shall constitute full and final satisfaction and discharge of such Claims (up to the full amount of the purchase price) as of such closing date; or
  • If the DISH Wireless Successful Bidder is not the DIP Lender, or is the DIP Lender but the Allowed DIP Financing Claims exceed the purchase price, the DIP Lender shall receive Cash equal to the full amount of any Allowed DIP Financing Claims (or the remaining amount after crediting against the purchase price) from the DISH Wireless Debtors’ available cash or the proceeds of the Sale on the closing date, or as soon as reasonably practicable thereafter.
• Any Liens, security interests, and superpriority claims granted to the DIP Lender shall continue in full force and effect and shall not be released until the Allowed DIP Financing Claims have been satisfied in full, at which point they shall be deemed automatically released, terminated, and extinguished without further notice to or order of the Bankruptcy Court; provided that any contingent indemnification or reimbursement obligations as to which no claim has been asserted and that are not then due and payable shall survive in accordance with their terms.
• Allowed DIP Financing Claims shall not be subject to the procedures set forth in Article II.A or Article II.B, including any requirement to file a request for payment of an Administrative Claim, a Proof of Claim, or a fee application, and shall not be subject to avoidance, reduction, setoff, recoupment, recharacterization, subordination, counterclaim, defense, disallowance, impairment, objection, or challenge of any kind.

Sale Process

• A “Sale” consists of one or more transactions pursuant to which any of the DISH Wireless Debtors sells, transfers, conveys, leases, licenses, or otherwise disposes of any assets, rights, or interests, as approved by the Bankruptcy Court (to the extent required) or otherwise consummated in accordance with the Plan, and governed by the Bidding Procedures and the Sale Documents, including any purchase agreements and any Sale Order.
• EchoStar Corporation serves as the DISH Wireless Initial Stalking Horse Bidder pursuant to the Asset Purchase Agreement by and among the DISH Wireless Debtors and EchoStar Corporation.
  • The DISH Wireless Successful Bidder(s) are any Entity or Entities whose bid is selected by the DISH Wireless Debtors and approved by the Bankruptcy Court as the highest or otherwise best bid for such assets, including the Initial Stalking Horse Bidder if its bid is so selected and approved.
  • The DISH Wireless Backup Bidder(s) are any Entity or Entities whose bid is selected and approved as the next-highest or otherwise second-best bid pursuant to the Bidding Procedures, including the Initial Stalking Horse Bidder if its bid is so selected and approved, or any designee thereof.
• The DISH Wireless Distributable Value consists of Cash equal to the sum of (i) the aggregate net proceeds actually received by the DISH Wireless Debtors’ Estates from the Sale, (ii) all Cash on hand of such Estates as of the Effective Date, and (iii) any other amounts remaining in such Estates, including any amounts remaining in the Wind Down Account following completion of the Wind Down—in each case net of all amounts paid or payable on account of:
  • Any transaction costs and other fees and expenses incurred in connection with consummation of the Sale and payable from such proceeds pursuant to the Sale Order;
  • Amounts actually paid (or required to be paid or reserved) in respect of Claims senior in right of payment to DISH Wireless General Unsecured Claims, including Allowed DIP Financing Claims, Allowed Prepetition Secured Loan Claims, Allowed Other Secured Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Other Priority Claims, to the extent payable or required to be satisfied from Sale proceeds or Cash on hand;
  • The Wind Down Amount, funded into the Wind Down Debtor Account from Sale proceeds on or before the Effective Date; and
  • The DISH Wireless Professional Fee Escrow Amount, in accordance with Article II.B.

Restructuring Transactions

• Upon entry of the Confirmation Order, all matters provided for under the Plan and any documents in connection therewith shall be deemed authorized and approved without any requirement of further act or actions by the Debtors or their governing bodies or any other Entity or Person, and the Debtors, the Reorganized DBS Debtors, and the Post-Effective Date DISH Wireless Debtors are authorized to take all actions necessary or appropriate to effect the Restructuring Transactions, including:
  • Execution and delivery of all appropriate agreements or documents of merger, consolidation, sale, restructuring, conversion, disposition, transfer, dissolution, or liquidation on terms consistent with the Plan;
  • Negotiation, execution, delivery, filing, and performance of the Amended Notes Indentures and related documentation, and the issuance and distribution of the Amended Notes;
  • Cancellation of any existing notes, instruments, certificates, and other documents being exchanged for, replaced by, or otherwise rendered of no further force or effect by the Amended Notes or any other transaction contemplated by the Plan; provided that such cancellation does not affect (i) any Claim or Interest that is Reinstated, (ii) the DIP Financing Documents, or (iii) 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 Amended Notes Indentures, or any obligations and rights thereunder or under related security documents. All privileges, rights, indemnities, and immunities of the Indenture Trustees (including the Collateral Agent for the 2026 and 2028 Senior Secured Notes) and of the trustee of the DWLLC Claims Trust — including rights to fees and expenses, indemnification, reimbursement, priority of payment, charging liens, exculpation, and limitation of liability — are expressly preserved. All present and future property subject to Liens securing the DBS Notes or obligations under the DBS Indentures as amended remains subject to those Liens;
  • Execution and delivery of such agreements, instruments, and other documents as may be necessary to implement any Sale and to distribute the DISH Wireless Distributable Value;
  • Taking any action necessary, appropriate, or desirable to carry out the provisions of the Plan and the FCC Trust Documents, including with respect to the treatment of Secured Type A Claims;
  • Execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, interest, right, liability, debt, or obligation;
  • Filing of appropriate certificates or articles of organization, limited partnership, incorporation, reincorporation, merger, consolidation, conversion, or dissolution under applicable state law;
  • Implementation of the Article VI.E waterfall with respect to distributions on account of Allowed DISH Wireless General Unsecured Claims held by the DWLLC Claims Trust;
  • Execution, delivery, filing, recordation, and issuance of any other notes, documents, instruments, or agreements in connection with the Restructuring Transactions; and
  • Subject to the occurrence of the Effective Date, consummation of the remaining transactions contemplated by the RSA and the Plan that are to occur on or after the Effective Date.
• The Confirmation Order shall be deemed, pursuant to section 1123 of the Bankruptcy Code, to authorize all actions necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, and shall authorize the Debtors, the Reorganized DBS Debtors, and the Post-Effective Date DISH Wireless Debtors to undertake the Restructuring Transactions, including those contemplated by the RSA and pursuant to sections 363, 365, and 1123 of the Bankruptcy Code.
• Upon the Effective Date, all actions contemplated under the Plan shall be deemed authorized and approved and, to the extent taken prior to the Effective Date, ratified without further action, including implementation of the Restructuring Transactions; execution, delivery, and performance of the Amended Notes Indentures and issuance and distribution of the Amended Notes; consummation of any intercompany settlements, setoffs, contributions, cancellations, reinstatements, or other intercompany transactions; distribution of the DISH Wireless Distributable Value; administration of distributions on account of Allowed Secured Type A Claims; adoption, execution, and filing of organizational documents or amendments thereto; selection of directors and officers (or managers) as disclosed in accordance with section 1129(a)(5); and the rejection, assumption, or assumption and assignment of Executory Contracts and Unexpired Leases and payment of any Cure Costs.

Vesting, Causes of Action, and Case Administration

• On the Effective Date, all property of each Estate, all Causes of Action, and any property acquired under the Plan vest in the Reorganized DBS Debtors or the Post-Effective Date DISH Wireless Debtors free and clear of Liens, Claims, charges, and other encumbrances, except as otherwise provided in the Plan, the Confirmation Order, or any Sale Order — provided that all present and future property subject to Liens securing the DBS Notes or obligations under the DBS Indentures as amended remains subject to those Liens.
• Except as expressly waived, released, compromised, settled, or exculpated under the Plan, the Confirmation Order, the RSA, or any Sale Order, all Causes of Action are retained and vest in the Reorganized DBS Debtors or the Post-Effective Date DISH Wireless Debtors, which have exclusive authority to prosecute, settle, or abandon them without third-party consent or further order. No preclusion doctrine — 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.
• To the fullest extent permitted by section 1146(a), transfers of property under or in connection with the Plan — including issuances, Reinstatements, distributions, the Restructuring Transactions, security-interest creation, lease assignments, collateral grants, and consummation of any Sale — are exempt from stamp, transfer, mortgage recording, intangibles, UCC filing, and similar taxes and fees, and recording officers must accept such instruments without payment.
• Each Debtor continues to exist after the Effective Date under applicable non-bankruptcy law; organizational documents may be amended, and Reorganized DBS Debtors or Post-Effective Date DISH Wireless Debtors may be disposed of, dissolved, wound down, or liquidated without Bankruptcy Court supervision. To the extent required by section 1123(a)(6), organizational documents prohibit issuance of non-voting equity securities.
• Upon the Effective Date, all Chapter 11 Cases may be closed except that of one designated Debtor, in which all contested matters, including Claim objections, are administered. The Committee dissolves on the Effective Date, and neither the Reorganized DBS Debtors nor the Post-Effective Date DISH Wireless Debtors are responsible for committee members’ or advisors’ post-Effective Date fees.
• Upon entry of the Confirmation Order, the Debtors and their affiliates, agents, representatives, members, principals, equity holders, officers, directors, employees, advisors, and attorneys are deemed to have solicited votes and offered, issued, sold, and purchased Securities in good faith under section 1125(e), without liability for violation of any law governing solicitation or securities offerings.

General Settlement of Claims

• Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan.
  • The Plan shall be deemed a motion to approve such compromise and settlement, and entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval thereof, as well as a finding that the settlement and compromise is fair, equitable, reasonable, and in the best interests of the Debtors and their Estates.
  • Distributions made to Holders of Allowed Claims in any Class are intended to be, and shall be, final, except as expressly provided in the Plan.

Executory Contracts and Unexpired Leases

• As of the Confirmation Date, each Executory Contract or Unexpired Lease to which a DBS Debtor is a party shall be deemed assumed by the applicable Reorganized DBS Debtor, unless it (a) is identified on the Schedule of Rejected Contracts and Leases; (b) has expired or terminated pursuant to its own terms prior to the Confirmation Date; (c) was previously assumed, assumed and assigned, or rejected pursuant to a Final Order; or (d) is the subject of a pending motion to reject filed as of the Confirmation Date.
• As of the Confirmation Date, each Executory Contract or Unexpired Lease to which a DISH Wireless Debtor is a party shall be deemed rejected, unless it (a) has expired or terminated pursuant to its own terms prior to the Confirmation Date; (b) was previously assumed, assumed and assigned, or rejected pursuant to a Final Order, including pursuant to the Rejection Procedures Order or any notice filed thereunder; (c) is the subject of a pending motion to assume or assume and assign, or a pending motion or notice to reject; (d) is an FCC Trust Document; or (e) is a D&O Policy, which shall be governed by Article IV.E.
• The Debtors reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Contracts and Leases at any time prior to the Effective Date without order of the Bankruptcy Court, and thereafter to add or remove any contract or lease to the extent agreed with the relevant counterparties and upon entry of an order authorizing such amendment.
• Proofs of Claim with respect to Claims arising from rejection by operation of the Plan must be Filed within twenty-one days after service of the Confirmation Order; any such Claim not timely Filed is automatically disallowed, forever barred from assertion, unenforceable against the Debtors, the Reorganized DBS Debtors, the Post-Effective Date DISH Wireless Debtors, the Estates, or their property, and deemed fully satisfied, released, and discharged, without objection or further order. Allowed Rejection Damages Claims shall be treated as DBS General Unsecured Claims or DISH Wireless General Unsecured Claims, as applicable, in accordance with Article III, and any Claim arising from rejection of an Unexpired Lease of nonresidential real property is subject to section 502(b)(6) of the Bankruptcy Code. Deadlines for rejection claims arising under the Rejection Procedures Order or any separate order are governed by such order or the applicable Bar Date Order.
• With respect to each Executory Contract and Unexpired Lease assumed by a DBS Debtor, any monetary defaults shall be satisfied, pursuant to section 365(b)(1), by payment of the applicable default amount in Cash in the ordinary course of business on or after the Effective Date, or on such other terms as the parties may agree.
• All indemnification provisions currently in place for current and former members of any governing body, general partners, directors, officers, managers, members, employees, attorneys, accountants, investment bankers, advisors, and other professionals of, or acting on behalf of, the Debtors shall be assumed by the Reorganized DBS Debtors or the Post-Effective Date DISH Wireless Debtors and shall remain intact and irrevocable, surviving the Effective Date on terms no less favorable than those in place prior to the Effective Date.
• After the Effective Date, the Reorganized DBS Debtors and the Post-Effective Date DISH Wireless Debtors shall not terminate, cancel, impair, or otherwise reduce coverage under any D&O Policies (including any tail policy) in effect as of the Effective Date or purchased in connection with the Chapter 11 Cases, and all insured individuals shall remain entitled to the full benefits of such policies for their full term, subject to their terms, conditions, limitations, and exclusions.

Wind Down of the DISH Wireless Debtors

• The Wind Down Amount is Cash sufficient to fund all estimated fees, costs, and expenses required to administer and complete the Wind Down of the DISH Wireless Debtors’ Estates on and after the Effective Date, determined by the DISH Wireless Debtors in good faith prior to the Confirmation Date with the prior written consent of the Required Consenting Creditors (such consent not to be unreasonably withheld).
• On or prior to the Effective Date, the Post-Effective Date DISH Wireless Debtors shall establish the Wind Down Debtor Account and deposit therein Cash equal to the Wind Down Amount from the gross proceeds of the Sale. The account shall fund all fees, costs, and expenses incurred in connection with the administration and Wind Down, including:
  • All administrative fees, costs, and expenses necessary to administer the Wind Down;
  • All go-forward fees and expenses of Professionals retained by the Post-Effective Date DISH Wireless Debtors in connection with the Wind Down;
  • All fees and expenses of the Disbursing Agent incurred on or after the Effective Date allocable to the DISH Wireless Debtors; and
  • Any taxes or fees payable by the Post-Effective Date DISH Wireless Debtors in connection with the Wind Down.
• Following completion of the Wind Down, any amounts remaining in the Wind Down Debtor Account shall be distributed by the Disbursing Agent in accordance with the priorities set forth in Article III until exhausted. All costs and expenses incurred by the Post-Effective Date DISH Wireless Debtors in connection with the administration and Wind Down shall be paid solely from the Wind Down Debtor Account.
• On and after the Effective Date, the Post-Effective Date DISH Wireless Debtors shall have full authority, without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, to take all actions necessary or appropriate in their reasonable business judgment to implement, administer, and complete the Wind Down, including the authority to:
  • Identify, collect, and wind down any assets not transferred to the DISH Wireless Successful Bidder pursuant to the Sale, and make distributions therefrom in accordance with the Plan;
  • Abandon or donate to a charitable organization of their choosing, pursuant to section 554 of the Bankruptcy Code, any property not transferred to the DISH Wireless Successful Bidder that they determine to be of inconsequential value and benefit to, or burdensome upon, the Estates;
  • Investigate, prosecute, compromise, settle, or otherwise resolve any Causes of Action belonging to the Estates on and after the Sale that are not otherwise released or waived under the Plan;
  • Object to, compromise, settle, or otherwise resolve any Disputed Claims, except as otherwise required by the Plan or the Bankruptcy Code;
  • Retain, employ, and compensate attorneys, accountants, and other professionals and consultants deemed necessary or appropriate, paying their reasonable and documented fees and expenses solely from the Wind Down Debtor Account;
  • Maintain and store the books, records, and documents of the Estates and, upon completion of the Wind Down, dispose of or destroy them to the extent permitted by applicable law and any applicable record retention obligations; and
  • Take all steps necessary or appropriate to wind up the affairs of each Post-Effective Date DISH Wireless Debtor under applicable non-bankruptcy law.

Professional Fees and Trustee Expenses

• Ad Hoc Group Professional Fees comprise (x) all reasonable and documented professional fees and expenses incurred by Milbank LLP, as counsel to certain Consenting Creditors, and any local counsel or other advisor engaged by Milbank LLP on behalf of the Consenting Creditors following the Agreement Effective Date or in connection with the Chapter 11 Cases, (y) the DBS Claims Trust Special Counsel Fees, and (z) the DBS Claims Trust Indemnity, in each case payable by the Debtors, EchoStar, or DNC on a current basis during the pendency of the Chapter 11 Cases, subject to the following:
  • Ad Hoc Group Professional Fees (excluding the DBS Claims Trust Special Counsel Fees and the DBS Claims Trust Indemnity) payable through the date that is 180 days after the Petition Date shall not exceed $10,000,000 in the aggregate;
  • All reasonable and documented Ad Hoc Group Professional Fees incurred after the date that is 180 days after the Petition Date shall be payable on a current basis and shall not be subject to any cap; and
  • Unless otherwise expressly agreed, none of the Debtors, DNC, or EchoStar shall have any obligation to pay any fees or expenses of Lazard Frères & Co. LLC incurred on or following the Petition Date.
  • Neither the DBS Claims Trust Special Counsel Fees nor the DBS Claims Trust Indemnity shall be subject to the foregoing cap.
• The Ad Hoc Group Professional Fees are included within the definition of “Administrative Claim” but shall not constitute Professional Fee Claims, shall not be subject to the procedures set forth in Article II.A or Article II.B (including the requirement to file fee applications), and shall not be payable from any Professional Fee Escrow Account. Nothing in the Plan requires Milbank LLP or any other advisor entitled to such payment to file a Proof of Claim or an application under sections 330 or 503 of the Bankruptcy Code as a condition to payment.
• To the extent not otherwise paid, the Debtors, EchoStar, DNC, the Reorganized DBS Debtors, or the Post-Effective Date DISH Wireless Debtors shall promptly pay outstanding and invoiced Ad Hoc Group Professional Fees in Cash: (i) on the Effective Date, for fees incurred or estimated to be incurred prior to the Effective Date to the extent invoiced at least two Business Days in advance; and (ii) after the Effective Date, within five Business Days of receiving an invoice—in each case without retention or fee applications and without further notice or Bankruptcy Court review or approval. Fees not paid within such timeframes shall not be deemed waived and shall be included in a subsequent invoice.
• On the Effective Date, the Debtors or the Reorganized DBS Debtors shall pay in full in Cash all reasonable and documented fees, expenses, costs, disbursements, indemnities, and other amounts due and owing to the Indenture Trustees under the applicable Indentures, including the fees and expenses of their counsel and other professionals, to the extent not previously paid. The Indenture Trustees shall not be required to file a Proof of Claim, Administrative Claim request, fee application, or any other request for allowance, and no Bankruptcy Court approval shall be required as a condition to payment. Amounts incurred after the Effective Date in connection with distributions, cancellation mechanics, lien releases, implementation of the Plan, enforcement of the Indenture Trustees’ rights, or other duties expressly required under the Plan, the Confirmation Order, or the applicable Indentures shall be paid promptly in Cash by the Reorganized DBS Debtors or such other funding source provided under the Plan. Nothing in the Plan or the Confirmation Order impairs, waives, releases, or discharges the Indenture Trustees’ rights to payment, reimbursement, indemnification, priority of payment, charging liens, or other rights, protections, privileges, immunities, or remedies.
• All reasonable and documented fees, expenses, costs, disbursements, indemnities, and other amounts incurred by the trustee of the DWLLC Claims Trust, including the fees and expenses of its professionals, shall likewise be paid in full in Cash by the Debtors or the Reorganized DBS Debtors on the Effective Date, without the need for any filing and without Bankruptcy Court review or approval.
• The Indenture and DWLLC Claims Trust Trustee Fees and Expenses shall be paid in accordance with the relevant DBS Indentures as amended by the Amended Notes Indentures and with any applicable DWLLC Claims Trust agreement, and shall not be subject to any requirement of allowance as an administrative expense claim under section 503 of the Bankruptcy Code.
• Within seven Business Days after Confirmation, the Debtors shall calculate and deliver the True-Up Statement to the DIP Lender and deposit the True-Up Amount into the Professional Fee Escrow Accounts (Article II.B.2). Note: the Plan is internally inconsistent on this deadline — the definitions of “True-Up Amount” and “True-Up Statement” each specify two Business Days after Confirmation, while cross-referencing Article II.B/II.B.2. After the True-Up Amount is deposited, the balance of each account equals the DBS Professional Fee Escrow Amount or the DISH Wireless Professional Fee Escrow Amount, as applicable. Under no circumstances may funds in one Professional Fee Escrow Account be used to satisfy Professional Fee Claims against the other group of Debtors, and amounts deposited do not constitute property of the Estates except as to residual amounts remaining after payment in full of all Allowed Professional Fee Claims.

Claims Bar Dates and Administrative Claims

• The General Claims Bar Date is August 7, 2026 at 5:00 p.m. prevailing Central Time, by which Proofs of Claim against the DISH Wireless Debtors must be Filed, other than Administrative Claims, Claims held by Governmental Units, and Claims excluded by order. The Governmental Bar Date is December 27, 2026 at 5:00 p.m. prevailing Central Time. Both were established under the Bar Date Order [Dkt. No. 262]. Only the DISH Wireless Debtors are required to File Schedules and statements of financial affairs.
• Administrative Claims (other than Professional Fee Claims and statutory fees) are paid in full in Cash on the Effective Date or, if later, within thirty days after the order allowing them becomes a Final Order; ordinary-course postpetition liabilities are paid per their terms without further action.
• Requests for payment of Administrative Claims against the DISH Wireless Debtors must be Filed by the DISH Wireless Administrative Claims Bar Date — thirty days after the Effective Date — or be forever barred, estopped, and enjoined, with the Claim deemed discharged as of the Effective Date. Objections are due by the DISH Wireless Administrative Claims Objection Deadline, the later of ninety days after the Effective Date and ninety days after the request is Filed. No request for payment of an Administrative Claim against a DBS Debtor is required to be Filed unless otherwise ordered.
• Final requests for payment of Professional Fee Claims for the period from the Petition Date through the Confirmation Date must be Filed no later than forty-five days after the Effective Date; objections are due twenty-one days after filing. Each Professional must, to the extent reasonably practicable, allocate its Professional Fee Claim between the DBS Debtors and the DISH Wireless Debtors; unallocated amounts are allocated by the Debtors in good faith, and that allocation controls absent further order. Escrow shortfalls give rise to an Allowed Administrative Claim against the applicable Debtor group.
• Priority Tax Claims receive, at the Debtors’ option, payment in full in Cash, Reinstatement, or other treatment consistent with section 1129(a)(9)(C) and reasonably acceptable to the Required Consenting Creditors.
• Requests for substantial-contribution compensation under sections 503(b)(3), (4), or (5) must be Filed no later than thirty days after the Effective Date.

Provisions Governing Distributions

• All distributions are made by the Disbursing Agent — the Reorganized DBS Debtors, the Post-Effective Date DISH Wireless Debtors, or a selected agent. Distributions to Holders in Classes 1C, 1D, 1F, and 1G on account of the DBS Notes are made in the first instance to the applicable Indenture Trustee for further distribution under the applicable DBS Indenture, and are deemed made to Holders when delivered to the Indenture Trustee, the trustee of the DWLLC Claims Trust, DTC, or another securities intermediary. Indenture Trustee charging liens attach to such distributions, and the Indenture Trustees have no obligation to identify Holders, calculate or allocate amounts, establish DTC positions, or ensure DTC eligibility.
• The Distribution Record Date is the Effective Date but does not apply to the DBS Notes, to any Securities exchanged for Plan distributions, or to any distribution from the Type A Claims Reserve.
• No Holder receives a distribution exceeding the Allowed amount of its Claim plus any interest actually payable under the Plan. No distribution of less than one hundred dollars in the aggregate need be made. Undeliverable distributions become unclaimed property ninety days after the distribution date and revert to the Reorganized DBS Debtors or Post-Effective Date DISH Wireless Debtors notwithstanding escheat laws, with the underlying Claim released and barred; this reversion rule does not apply to the Type A Claims Reserve, which is governed exclusively by the FCC Trust Documents.
• Other than with respect to Allowed DBS Notes Claims or as required by applicable law, postpetition interest does not accrue and is not paid on prepetition Claims. Interest also does not accrue on a Disputed Claim from the Effective Date to final distribution. A Holder of a Disputed DISH Wireless General Unsecured Claim may seek Bankruptcy Court authorization for such interest, payable only under a Final Order expressly authorizing it.
• Distributions are allocated first to principal (as determined for federal income tax purposes) and then to accrued but unpaid interest. Claims asserted in a non-U.S. currency are converted at the rate published in The Wall Street Journal (National Edition) on the Effective Date.
• If a Holder receives payment on a Claim from a non-Debtor third party in addition to a Plan distribution, it must repay or return the excess within fourteen days; failure to do so results in the Holder owing annualized interest at the Federal Judgment Rate for each Business Day after the grace period. No distribution under the FCC Trust Documents, however, gives rise to any obligation to repay or return a Plan distribution.
• No distribution is made on a Claim payable under the Debtors’ insurance policies, surety agreements, other non-Debtor payment agreements, or third-party collateral until the Holder has exhausted its remedies against those sources; this exhaustion requirement is expressly not directed at the FCC Trust.

Resolving Disputed Claims

• Objections to Claims must be Filed by the later of 180 days after the Effective Date and 180 days after the applicable Proof of Claim is Filed or amended, extendable by the Reorganized DBS Debtors or Post-Effective Date DISH Wireless Debtors for an additional 180 days by notice without hearing; further extensions require notice and a hearing. Disputed Claims not objected to by the end of the period are deemed Allowed.
• These procedures apply to Secured Type A Claims and to DISH Wireless General Unsecured Claims held by Holders that made the FCC Trust Election, but do not modify or supersede the FCC Trust Documents as to the mechanics of FCC Trust distributions.
• Disputes over Proofs of Claim Filed on account of Unimpaired Claims are determined as if the Chapter 11 Cases had not been commenced and survive the Effective Date, unless the Debtors or the Holder elect Bankruptcy Court adjudication.
• The Disbursing Agent is authorized but not directed to establish a Disputed Claims Reserve, funded exclusively from the DISH Wireless Distributable Value, for Class 2E Claims that are Disputed as of the Effective Date. If an amount reserved is not distributed because the Holder received a prior or concurrent FCC Trust distribution, that amount is released and redistributed Pro Rata to other Holders of Allowed Class 2E Claims. Residual reserve amounts are likewise released into the DISH Wireless Distributable Value.
• A Claim expunged from the Claims Register but subject to appeal or not yet the subject of a Final Order is deemed estimated at $0.00 unless otherwise ordered. Reconsideration of an estimation requires a motion within seven days of estimation. Proofs of Claim Filed after the applicable bar date are deemed Disallowed as of the Effective Date without further order, and Proofs of Claim may not be Filed or materially amended after the bar dates without Bankruptcy Court authorization or the Debtors’ written consent.

Releases

• Released Parties include, solely in their respective capacities as such: each Debtor; each Reorganized DBS Debtor and each Post-Effective Date DISH Wireless Debtor; each Consenting Creditor; the DIP Lender; EchoStar; each Releasing Party; and each Related Party of the foregoing.
  • An Entity shall not be a Released Party if it (x) elects not to opt in to the Third-Party Release or (y) timely objects to the Third-Party Release and such objection is not withdrawn or otherwise resolved before entry of the Confirmation Order. No Entity that is not a Releasing Party shall be a Released Party.
• Releasing Parties include, solely in their respective capacities as such: each Debtor; each Reorganized DBS Debtor and each Post-Effective Date DISH Wireless Debtor; each Consenting Creditor; the DIP Lender; EchoStar; each Holder of one or more Claims; each Holder of one or more Interests; and each Related Party of the foregoing.
  • An Entity shall not be a Releasing Party if it (x) elects not to opt in to the Third-Party Release, (y) timely objects to the Third-Party Release and such objection is not withdrawn or otherwise resolved before entry of the Confirmation Order, or (z) is an HSSC Entity (Hughes Satellite Systems Corporation and its direct and indirect subsidiaries).
• Debtor Release: As of the Effective Date, each Released Party is conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by and on behalf of each of the Debtors, their Estates, the Reorganized DBS Debtors, and the Post-Effective Date DISH Wireless Debtors from any and all Claims and Causes of Action, whether known or unknown, including derivative claims, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Restructuring Transactions, the FCC Trust and FCC Trust Documents, the FCC Trust Assets, the FCC Trust Contribution, the Type A Claims Reserve, the Chapter 11 Cases, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the RSA, the Prepetition Secured Loan Agreement, the DIP Facility and DIP Orders, the Sale, the Sale Order and Sale Documents, the Amended Notes and Amended Notes Indentures, the Disclosure Statement Order, the Confirmation Order, the First Day Pleadings, the Definitive Documents, and the formulation, negotiation, or filing of the Plan and related documents, or any other act or omission taking place on or before the Effective Date.
• Third-Party Release: As of the Effective Date, each Releasing Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged each Debtor, Reorganized DBS Debtor, Post-Effective Date DISH Wireless Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, on substantially the same subject matter as the Debtor Release, including matters relating to the FCC Trust Distributions Order.
• Neither the Debtor Release nor the Third-Party Release releases:
  • Any post-Effective Date obligations of any party or Entity under the Plan, any exhibit thereto, the Confirmation Order, the Disclosure Statement, the Disclosure Statement Order, the Solicitation Materials, the First Day Pleadings or any related order, the Sale Order, the Plan Supplement, the Amended Notes Indentures, or any other Definitive Document;
  • Any Cause of Action related to any act or omission determined by a Final Order of a court of competent jurisdiction to have constituted actual fraud, gross negligence, or willful misconduct; or
  • Any rights, claims, or Causes of Action to enforce the FCC Trust Documents and the FCC Trust Distributions Order in accordance with their terms, including any rights to receive distributions from the FCC Trust or to compel the application of such distributions.
• The Debtor Release further preserves any Claim, defense, right of setoff or recoupment, or Cause of Action of the Debtors, their Estates, the Reorganized DBS Debtors, or the Post-Effective Date DISH Wireless Debtors against any Released Party that has filed a Proof of Claim, to the extent it (a) constitutes a defense or basis for objection to allowance of such proof of claim, (b) constitutes a right of setoff, recoupment, or counterclaim with respect to any liability asserted therein, or (c) arises from or relates to the same transaction, agreement, series of transactions, or occurrences giving rise to the claims asserted therein; provided that nothing therein shall revive or reinstate any Claim separately released prior to the Effective Date, limit the rights of any Released Party to assert any defense, or expand rights beyond those existing under applicable law as of the Petition Date.
• The Third-Party Release additionally preserves any Covered Claim held by a Releasing Party, which shall survive solely to the extent necessary for such Releasing Party to assert such Claim against the FCC Trust and receive distributions therefrom in accordance with the Plan (in respect of Secured Type A Claims) and the FCC Trust Documents.
• Releases by the 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.): from and after the Effective Date, each such party releases each of the Consenting Creditors, solely in their capacities as such, and their respective property, successors, and assigns from any and all Claims, rights, suits, damages, Causes of Action, remedies, and liabilities, whether known or unknown, including causes of action based on veil piercing or alter-ego theories, contribution, indemnification, or joint liability, arising from any act taken or omitted on or prior to the Effective Date; provided that the release does not apply to any act or omission determined by a Final Order to have constituted actual fraud, gross negligence, or willful misconduct.
• Releases by the Consenting Creditors: from and after the Effective Date, each Consenting Creditor releases each of the Debtors, EchoStar, DNC, and the Specified Non-Debtor Affiliates, and their respective property, successors, and assigns, from any and all such Claims and Causes of Action arising from any act taken or omitted on or prior to the Effective Date, solely to the extent related to the DBS Notes Claims or the DISH Wireless General Unsecured Claims held by applicable Consenting Creditors in their capacity as DWLLC Claims Trust Beneficiaries, subject to the same fraud, gross negligence, and willful misconduct carve-out.
  • No discharge or release by any Consenting Creditor shall (a) bind any affiliate of a Consenting Creditor to the extent such Consenting Creditor lacks authority to bind such affiliate, (b) apply to any portfolio company of such Consenting Creditor other than parties to the RSA, or (c) apply to any Consenting Creditor other than in its capacity as a Holder of DBS Notes Claims or, as applicable, as a DWLLC Claims Trust Beneficiary.
• Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release and the Third-Party Release, and its finding that each is given in exchange for good and valuable consideration, is a good faith settlement and compromise, is in the best interests of the Debtors and their Estates, is fair, equitable, and reasonable, was given and made after due notice and opportunity for a hearing, and bars assertion of any released Claim or Cause of Action. With respect to the Third-Party Release, the Bankruptcy Court shall further find that it is consensual and essential to Confirmation.
• Each Holder in Classes 1A, 1B, 1C, 1D, 1F, 1G, 1H, 1J, 2A, 2B, 2C, 2D, 2E, 2G, and 2H shall be provided a Release Opt In Form solely for the purpose of enabling such Holder to affirmatively opt in to the Third-Party Release; in the case of Classes 1J and 2H, Debtors that hold Interests in the DBS Debtors or the DISH Wireless Debtors, respectively, are excluded. Class 1I (DBS Intercompany Claims) is the only class for which the Plan does not provide a Release Opt In Form, in contrast to Class 2G (DISH Wireless Intercompany Claims), which does receive one. In accordance with the RSA, each Holder of a DISH Wireless General Unsecured Claim that is a Consenting Creditor shall be deemed to opt in to the Third-Party Release.
• Notwithstanding anything to the contrary in the Plan, neither the Plan, nor any order of the Bankruptcy Court, nor any eligible Holder’s election not to opt in to (or objection to) the Third-Party Release, shall modify or otherwise affect the requirement of the FCC Trust Documents that any Entity seeking to recover from the FCC Trust execute a full and complete release and discharge of any and all Covered Claims against the EchoStar Parties, in a form prepared and promulgated by the Trustee that is acceptable to EchoStar and DWLLC.

Exculpation and Injunction

• Exculpated Parties are (a) the Debtors; (b) Vikram Jindal and Gerard Uzzi, solely in their capacity as the Independent Managers serving on the Special Committee, for conduct within the scope of their duties; and (c) the Committee and each of its members, for conduct within the scope of their duties.
  • Each Exculpated Party is exculpated from, and shall not have or incur any liability for, any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Definitive Documents, the Solicitation Materials, the Plan, or any Restructuring Transaction or related document, the First Day Pleadings, the negotiation and pursuit of the RSA, the Amended Notes Indentures, the Plan Supplement, participation in the DIP Facility, participation in the Sale, the pursuit of Confirmation and Consummation, the FCC Trust and FCC Trust Documents, the FCC Trust Assets, the FCC Trust Contribution, the Type A Claims Reserve, the FCC Trust Distributions Order, and the administration and implementation of the Plan; provided that the exculpation shall not apply to any act or omission determined by a Final Order to have constituted actual fraud, gross negligence, or willful misconduct.
  • The Exculpated Parties are deemed to have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code with respect to the solicitation of votes and distribution of consideration and are not liable for the violation of any law, rule, or regulation governing such solicitation or distributions, including the issuance of Securities. The exculpation is in addition to, and not in limitation of, all other releases, indemnities, exculpations, and applicable law protecting such parties from liability.
• All Entities holding Claims, Interests, or Intercompany Interests that have been released, discharged, or settled, or that are subject to exculpation, are permanently enjoined from and after the Effective Date from taking the following actions against the Debtors, the Reorganized DBS Debtors, the Post-Effective Date DISH Wireless Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing any action or proceeding on account of such Causes of Action, Claims, Interests, or Intercompany Interests; (2) enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; and (3) creating, perfecting, or enforcing any encumbrance against such Entities or their property or Estates.
  • The automatic stay under section 362 of the Bankruptcy Code shall remain in full force and effect with respect to the Debtors and any property dealt with by the Plan until the closing of the Chapter 11 Cases.
  • Upon entry of the Confirmation Order, all Holders of Claims, Interests, and Intercompany Interests and their respective current and former employees, agents, officers, directors, managers, principals, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each Holder accepting, or eligible to accept, distributions under or Reinstatement of its Claim, Interest, or Intercompany Interest shall be deemed to have consented to the injunction provisions.
  • Nothing in the injunction shall enjoin or otherwise restrict any Holder of a Claim that is or may constitute a Covered Claim from asserting such Claim against the FCC Trust or the Trustee, or from receiving distributions from the FCC Trust, in accordance with the Plan (in respect of Secured Type A Claims) and the FCC Trust Documents.
• Pursuant to section 1141(d) of the Bankruptcy Code, the distributions, rights, and treatment provided in the Plan shall be in complete satisfaction and discharge, effective as of the Effective Date, of all Claims, Interests, Intercompany Interests, and Causes of Action of any nature whatsoever against the Debtors, their Estates, or any of their assets, including any interest accrued on Claims from and after the Petition Date, whether or not a Proof of Claim was filed, whether or not such Claim is Allowed, and whether or not the Holder has accepted the Plan.
  • The discharge shall not apply to (x) any Person’s rights to enforce the FCC Trust Documents in accordance with their terms, (y) any obligations of a Reorganized DBS Debtor to pay Cure Costs (or other amounts required under section 365(b)(1)) with respect to an assumed Executory Contract or Unexpired Lease that remain unpaid as of the Effective Date, or (z) any Claim held by a Holder that is or may constitute a Covered Claim, which shall survive solely to the extent necessary for such Holder to assert such Claim against the FCC Trust and receive distributions therefrom in accordance with the FCC Trust Documents and subject to the FCC Trust Third-Party Payment Provisions.
• Except as otherwise specifically provided in the Plan, the Confirmation Order, the Amended Notes Indentures, the Sale Order, or documents created pursuant to or existing in connection with the DBS Notes and any Liens securing them, on the Effective Date all mortgages, deeds of trust, Liens, pledges, and other security interests in or against property of the Debtors or their Estates shall be fully satisfied and discharged and shall revert to the Reorganized DBS Debtors or the Post-Effective Date DISH Wireless Debtors — excepting any Reinstated Other Secured Claim, any Liens securing DIP Financing Claims until those Claims are paid, and any Liens required to continue with respect to the Amended 2026 Senior Secured Notes or the Amended 2028 Senior Secured Notes. Presentation of the Confirmation Order to any recording office constitutes good and sufficient evidence of termination of such Liens.
• Any distributions under the Plan are received and retained free from any obligation to hold or transfer the same to any other Holder and are not subject to levy, garnishment, attachment, or other legal process by reason of claimed contractual subordination rights. Such subordination rights are waived, and the Confirmation Order constitutes an injunction enjoining any Entity from enforcing contractual, legal, or equitable subordination rights to property distributed under the Plan, other than as provided in the Plan.
• Consistent with section 525 of the Bankruptcy Code, no Governmental Unit may deny, revoke, suspend, refuse to renew, condition, or discriminate with respect to any license, permit, charter, franchise, or similar grant to any Reorganized DBS Debtor or Post-Effective Date DISH Wireless Debtor solely because it has been a chapter 11 debtor, was insolvent, or has not paid a dischargeable debt.

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 precedent have been satisfied or waived, including:
  • The Restructuring Support Agreement shall be in full force and effect and shall not have been terminated, and the conditions thereunder relating to the Consenting Creditors shall have occurred and remain in effect (note: this condition is materially illegible in the filed text as reproduced and should be confirmed against a clean copy of the Plan);
  • A condition relating to proceeds received by the DISH Wireless Debtors’ Estates in accordance with applicable orders (this condition is likewise materially illegible in the filed text as reproduced and should be confirmed against a clean copy of the Plan);
  • The Restructuring Transactions shall have been implemented in all material respects;
  • No court or governmental authority of competent jurisdiction shall have enacted, issued, promulgated, or entered any final, non-appealable order or injunction that restrains, enjoins, or prohibits the consummation of the Plan or any of the transactions contemplated by the Definitive Documents;
  • All authorizations, consents, certifications, approvals, rulings, no-action letters, opinions, or other documents or actions required by law to implement the Plan on the Effective Date shall have been obtained or shall have occurred;
  • The Bankruptcy Court shall have entered the Disclosure Statement Order, in full force and effect and not stayed, modified, or vacated on appeal;
  • The Bankruptcy Court shall have entered the Confirmation Order—consistent in all respects with the RSA and in form and substance reasonably acceptable to the Required Consenting Creditors—in full force and effect and not reversed, stayed, modified, dismissed, reconsidered, or vacated on appeal, which order shall: (a) authorize the Debtors, the Reorganized DBS Debtors, or the Post-Effective Date DISH Wireless Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (b) decree that the provisions of the Confirmation Order and the Plan are non-severable and mutually dependent; (c) authorize all actions necessary to implement the Restructuring Transactions, make all distributions and issuances required under the Plan (including the Amended Notes), and enter into any agreements, transactions, and sales of property set forth in the Plan Supplement; (d) authorize implementation of the Plan in accordance with its terms; (e) provide that all Claims for damages resulting from the rejection or termination of an Unexpired Lease of nonresidential real property shall be Allowed only to the extent provided under section 502(b)(6); and (f) provide that, pursuant to section 1146, the assignment or surrender of any lease or sublease and the delivery of any deed or other instrument or transfer order in furtherance of the Plan shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax;
  • The final version of the Plan, the Plan Supplement, and the Definitive Documents, and any exhibits, schedules, amendments, modifications, or supplements thereto, shall have been executed or Filed in form and substance consistent in all material respects with the RSA and the Plan, shall comply with the applicable consent rights, shall not have been modified in a manner inconsistent with the RSA and the Plan, and all conditions precedent to their effectiveness shall have been satisfied or waived;
  • The Amended Notes shall have been issued by DBS in accordance with the Plan;
  • The Professional Fee Escrow Accounts shall have been established and funded in Cash in amounts equal to the DBS Professional Fee Escrow Amount and the DISH Wireless Professional Fee Escrow Amount, respectively; and
  • All amounts required to be paid by the Debtors, EchoStar, or DNC on or prior to the Effective Date as a condition precedent under the RSA shall have been paid, or shall be paid substantially contemporaneously with the occurrence of the Effective Date, including the Ad Hoc Group Professional Fees.
• The conditions to Consummation may be waived by the Debtors only with the prior written consent (email to suffice) of the Required Consenting Creditors, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to Confirm or Consummate the Plan.
• On the Effective Date, the Plan shall be deemed substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.
• If Consummation does not occur, the Plan shall be null and void in all respects, and nothing contained in the Plan or the Disclosure Statement shall constitute a waiver or release by the Debtors of any Claims, Interests, or Intercompany Interests, prejudice the rights of any party, or constitute an admission, acknowledgment, offer, or undertaking; provided that all provisions of the RSA that survive termination shall remain in effect in accordance with their terms.

Modification, Revocation, or Withdrawal

• Subject to any approval rights set forth in the RSA, the Debtors reserve the right to modify the Plan as to material terms and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtors expressly reserve the right to alter, amend, or modify the Plan materially, one or more times, after Confirmation, and may initiate proceedings in the Bankruptcy Court to do so, or to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order.
• The Plan may be modified, with the consent of the Required Consenting Creditors, to provide for Consummation of the Plan as to the DBS Debtors to occur prior to Consummation as to the DISH Wireless Debtors, without resolicitation of votes on such modified Plan.
• Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan occurring after solicitation and before the Confirmation Date are approved pursuant to section 1127(a) and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.
• The Debtors reserve the right to revoke or withdraw the Plan, including as to any Debtor or all Debtors, prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan with respect to any Debtor, or if Confirmation or Consummation does not occur with respect to any Debtor, then: (1) the Plan with respect to such Debtor shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan with respect to such Debtor, any assumption or rejection of Executory Contracts or Unexpired Leases effected thereby, and any document or agreement executed pursuant thereto—other than the RSA and any rights or obligations thereunder that survive in accordance with its terms—shall be deemed null and void; and (3) nothing contained in the Plan with respect to such Debtor shall constitute a waiver or release of any Claims or Interests, prejudice the rights of the Debtors, their Estates, or any other Entity, or constitute an admission, acknowledgment, offer, or undertaking of any sort.
• The Plan Supplement will include any Schedule of Rejected Contracts and Leases; the Amended Notes Indentures and any other ancillary documentation contemplated thereby; and any disclosures required under section 1129(a)(5), including, to the extent known and determined, a document disclosing the identity of the directors and officers of the Reorganized DBS Debtors and the Post-Effective Date DISH Wireless Debtors. Each document shall be consistent with the RSA and subject to the consent rights provided thereunder, and the Debtors may alter, amend, modify, or supplement the Plan Supplement documents through the Effective Date.
• If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall not alter or interpret such term to make it valid or enforceable; provided that, at the request of the Debtors (subject to the RSA and the consent provisions in the Plan), the Bankruptcy Court shall have the power to alter and interpret such term to make it valid or enforceable to the maximum extent practicable, consistent with its original purpose. The Confirmation Order shall constitute a judicial determination that each term and provision of the Plan, as it may have been so altered or interpreted, is (i) valid and enforceable pursuant to its terms, (ii) integral to the Plan and not subject to deletion or modification without the Debtors’ consent, and (iii) nonseverable and mutually dependent.
• Notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court retains exclusive jurisdiction over the Chapter 11 Cases and all matters arising out of or related to them and the Plan, across twenty-five enumerated categories, including: allowing, disallowing, liquidating, classifying, estimating, or determining the priority, Secured status, or amount of any Claim or Interest; deciding Professional compensation and reimbursement applications; resolving assumption, assumption and assignment, or rejection of Executory Contracts and Unexpired Leases and related Cure Costs; ensuring distributions are made under the Plan; adjudicating Causes of Action and matters under section 1141; entering and enforcing sale orders under sections 363, 1123, and 1146(a); resolving disputes over the settlements, compromises, releases, injunctions, and exculpations in Article VIII; resolving disputes over repayment or return of distributions under Article VI; resolving disputes arising from any Sale, Sale Order, or Sale Documents; hearing state, local, and federal tax matters under sections 346, 505, and 1146; determining all disputes involving the existence, nature, or scope of the Debtors’ release; enforcing prior orders; and entering an order concluding or closing the Chapter 11 Cases.

Drafting Notes and Internal Inconsistencies in the Filed Plan

• True-Up deadline: Article II.B.2 specifies seven Business Days after Confirmation; the definitions of “True-Up Amount” and “True-Up Statement” each specify two Business Days after Confirmation while cross-referencing Article II.B.
• Trust naming: definitions 92 and 95 refer to the “DBS Claims Trust Agreement,” while definition 93 defines the “DWLLC Claims Trust Agreement.” Definition 14 references “DBS Claims Trust Special Counsel Fees” and “DBS Claims Trust Indemnity,” neither of which is defined; the defined terms are “DWLLC Claims Trust Special Counsel Fees” and “DWLLC Claims Trust Indemnity.”
• Fee-cap cross-reference: the closing sentence of the “Ad Hoc Group Professional Fees” definition exempts the trust special counsel fees and indemnity from “the cap set forth in the foregoing clause (b),” but the $10,000,000 cap appears in clause (a); clause (b) states there is no cap.
• Security Agreement grantor: Plan definition 120 identifies the Trustee as grantor under the FCC Trust Security Agreement, whereas the executed Security Agreement appended as Exhibit A identifies EchoStar Corporation as “Grantor,” with The Bank of New York Mellon signing solely as Trustee.
• Undefined terms used in the Plan text: “FCC Trust Claim Submission” (Article IV.C; the defined term is “Covered Claim Submission”), “Sale Transaction” (Article II.D; the defined term is “Sale”), and “Wind Down Account” (definition 79; the defined term is “Wind Down Debtor Account”).
• Type A Convenience Claim Election eligibility: the opening paragraph of Article IV.C states that any Holder of a DISH Wireless General Unsecured Claim may make the election, while Article IV.C.3, Article III.B.2(e)(iii), and definition 191 limit it to Claims greater than $100,000.00.
• DWLLC Recovery Cap redemption pricing: definition 99 refers to the redemption price provided in the relevant Amended Notes Indentures, while Article VI.E.2 refers to the applicable DBS Notes Indenture.
• Article VIII.E contains a self-referential cross-reference (“this Article VIII.E or Article VIII.E”), apparently intending Article VIII.F.
• Conditions 1 and 2 of Article IX.A, portions of the Article III class tables, and portions of the Article IX.A preamble are materially degraded in the filed text as reproduced and should be confirmed against a clean copy.