Edward O. Sassower, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179)

Aparna Yenamandra (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477)

KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP

601 Lexington Avenue 901 East Byrd Street, Suite 1000

New York, New York 10022 Richmond, Virginia 23219-4071

Telephone: (212) 446-4800 Telephone: (804) 644-1700

Facsimile: (212) 446-4900 Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION 

)

In re: ) Chapter 11

)

INTELSAT S.A., et al.,

1 ) Case No. 20-32299 (KLP) 

)

Debtors. ) (Jointly Administered)

)

NOTICE OF FILING OF 

AMENDED JOINT CHAPTER 11 PLAN OF 

REORGANIZATION OF INTELSAT S.A. AND ITS DEBTOR AFFILIATES

PLEASE TAKE NOTICE THAT on February 12, 2021, the above-captioned debtors and 

debtors in possession (collectively, the “Debtors”) filed the Joint Chapter 11 Plan of Intelsat S.A. 

and Its Debtor Affiliates [Docket No. 1467] (the “Original Plan”). 

PLEASE TAKE FURTHER NOTICE THAT the Debtors hereby file an Amended Joint 

Chapter 11 Plan of Intelsat S.A. and Its Debtor Affiliates (the “Amended Plan”),2 attached hereto 

as Exhibit A.

PLEASE TAKE FURTHER NOTICE THAT a comparison of the Amended Plan to the 

Original Plan is attached hereto as Exhibit B.

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a 

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not 

provided herein. A complete list may be obtained on the website of the Debtors’ proposed claims and noticing 

agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, 

McLean, VA 22102.

2 Capitalized terms not otherwise defined herein shall have the same meanings set forth in the Amended Plan.

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PLEASE TAKE FURTHER NOTICE THAT the Debtors have filed their Disclosure 

Statement for the Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor 

Affiliates (the “Amended Disclosure Statement”) and their amended form of order with respect to 

the motion approving the Amended Disclosure Statement (the “Amended Disclosure Statement 

Order”) contemporaneously herewith.

PLEASE TAKE FURTHER NOTICE THAT copies of the pleadings filed in the 

above-captioned chapter 11 cases, including the Amended Disclosure Statement, the Amended 

Plan, and the Amended Disclosure Statement Order may be obtained free of charge by visiting the 

website of Stretto at https://cases.stretto.com/intelsat. You may also obtain copies of any pleadings 

by visiting the Court’s website at https://www.vaeb.uscourts.gov/ in accordance with the 

procedures and fees set forth therein.

[Remainder of page intentionally left blank.]

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Richmond, Virginia

Dated: August 24, 2021

/s/ Jeremy S. Williams

KUTAK ROCK LLP

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

Brian H. Richardson (VA 92477)

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

Edward O. Sassower, P.C. (admitted pro hac vice)

Steven N. Serajeddini, P.C. (admitted pro hac vice)

Aparna Yenamandra (admitted pro hac vice)

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Email: Michael.Condyles@KutakRock.com Email: Edward.Sassower@Kirkland.com

Peter.Barrett@KutakRock.com Steven.Serajeddini@Kirkland.com

Jeremy.Williams@KutakRock.com Aparna.Yenamandra@Kirkland.com

Brian.Richardson@KutakRock.com

Co-Counsel to the Debtors 

and Debtors in Possession

Co-Counsel to the Debtors 

and Debtors in Possession

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Exhibit A

Amended Plan

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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP) 

 ) 

 Debtors. ) (Jointly Administered) 

 ) 

AMENDED JOINT CHAPTER 11 PLAN OF 

REORGANIZATION OF INTELSAT S.A. AND ITS DEBTOR AFFILIATES 

NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, 

OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST. 

YOU SHOULD NOT RELY ON THE INFORMATION CONTAINED IN, OR THE TERMS OF, THIS PLAN 

FOR ANY PURPOSE PRIOR TO THE CONFIRMATION OF THIS PLAN BY THE BANKRUPTCY 

COURT. 

THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY 

CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES. 

Edward O. Sassower, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) 

Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179) 

Aparna Yenamandra (admitted pro hac vice) Jeremy S. Williams (VA 77469) 

KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477) 

KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP 

601 Lexington Avenue 901 East Byrd Street, Suite 1000 

New York, New York 10022 Richmond, Virginia 23219-4071 

Telephone: (212) 446-4800 Telephone: (804) 644-1700 

Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 

Co-Counsel to the Debtors and Debtors in Possession 

Dated: August 24, 2021 

 

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a 

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not 

provided herein. A complete list may be obtained on the website of the Debtors’ proposed claims and noticing 

agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, 

McLean, VA 22102. 

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TABLE OF CONTENTS 

Page 

INTRODUCTION ....................................................................................................................................................... 1

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, 

GOVERNING LAW, AND OTHER REFERENCES ................................................................................ 1

A. Defined Terms ................................................................................................................................... 1

B. Rules of Interpretation .................................................................................................................... 24

C. Computation of Time ....................................................................................................................... 25

D. Governing Law ................................................................................................................................ 25

E. Reference to Monetary Figures ....................................................................................................... 25

F. Reference to the Debtors or the Reorganized Debtors .................................................................... 25

G. Controlling Documents ................................................................................................................... 25

H. Consent Rights ................................................................................................................................ 25

ARTICLE II. ADMINISTRATIVE AND PRIORITY CLAIMS .......................................................................... 25

A. DIP Claims...................................................................................................................................... 26

B. Administrative Claims ..................................................................................................................... 26

C. Professional Fee Claims ................................................................................................................. 26

D. Priority Tax Claims ......................................................................................................................... 29

ARTICLE III. CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS .......... 29

A. Classification of Claims and Interests ............................................................................................ 29

B. Treatment of Classes of Claims and Interests ................................................................................. 32

C. Special Provision Governing Unimpaired Claims .......................................................................... 40

D. Elimination of Vacant Classes ........................................................................................................ 40

E. Voting Classes; Presumed Acceptance by Non-Voting Classes ...................................................... 41

F. Subordinated Claims ....................................................................................................................... 41

G. Intercompany Interests .................................................................................................................... 41

H. Controversy Concerning Impairment.............................................................................................. 41

I. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code .................. 41

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN ................................................................. 41

A. General Settlement of Claims and Interests .................................................................................... 41

B. Settlement Agreement ...................................................................................................................... 42

C. Term Loan Facility Claims Settlement ............................................................................................ 42

D. Restructuring Transactions ............................................................................................................. 42

E. Sources of Consideration for Plan Distributions ............................................................................ 43

F. Exemption from Registration Requirements ................................................................................... 46

G. Corporate Existence ........................................................................................................................ 46

H. Corporate Action ............................................................................................................................ 47

I. FCC Licenses and Regulatory Applications ................................................................................... 47

J. Vesting of Assets in the Reorganized Debtors ................................................................................. 47

K. Cancellation of Notes, Instruments, Certificates, and Other Documents ........................................ 48

L. Effectuating Documents; Further Transactions .............................................................................. 48

M. Exemptions from Certain Taxes and Fees ....................................................................................... 48

N. New Corporate Governance Documents ......................................................................................... 49

O. Directors and Officers .................................................................................................................... 49

P. Management Incentive Plan ............................................................................................................ 49

Q. Payment of Indenture Trustee Fees ................................................................................................. 50

R. Preservation of Causes of Action .................................................................................................... 50

S. Non-TopCo Plan ............................................................................................................................. 50

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ii 

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...................... 51

A. Assumption of Executory Contracts and Unexpired Leases ............................................................ 51

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases ...................................... 51

C. Cure of Defaults and Objections to Cure and Assumption ............................................................. 52

D. Insurance Policies ........................................................................................................................... 52

E. Indemnification Provisions ............................................................................................................. 53

F. Director, Officer, Manager, and Employee Liability Insurance ..................................................... 53

G. Employee and Retiree Benefits ........................................................................................................ 53

H. Modifications, Amendments, Supplements, Restatements, or Other Agreements ............................ 54

I. Reservation of Rights ...................................................................................................................... 54

J. Nonoccurrence of Effective Date. ................................................................................................... 55

K. Contracts and Leases Entered Into After the Petition Date ............................................................ 55

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ........................................................................ 55

A. Timing and Calculation of Amounts to Be Distributed ................................................................... 55

B. Distributions on Account of Obligations of Multiple Debtors ........................................................ 55

C. Distribution Agent ........................................................................................................................... 55

D. Rights and Powers of Distribution Agent ........................................................................................ 56

E. Delivery of Distributions ................................................................................................................. 56

F. Manner of Payment ......................................................................................................................... 57

G. Compliance Matters ........................................................................................................................ 57

H. No Postpetition or Default Interest on Claims ................................................................................ 58

I. Allocation Between Principal and Accrued Interest ....................................................................... 58

J. Setoffs and Recoupment .................................................................................................................. 58

K. Claims Paid or Payable by Third Parties ....................................................................................... 58

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND 

DISPUTED CLAIMS .................................................................................................................................. 59

A. Allowance of Claims ....................................................................................................................... 59

B. Claims Administration Responsibilities. ......................................................................................... 59

C. Adjustment to Claims Without Objection ........................................................................................ 59

D. Time to File Objections to Claims or Interests ............................................................................... 59

E. Estimation of Claims ....................................................................................................................... 60

F. Disputed and Contingent Claims Reserve ....................................................................................... 60

G. Disallowance of Claims .................................................................................................................. 61

H. Amendments to Proofs of Claim ...................................................................................................... 61

I. Reimbursement or Contribution ...................................................................................................... 61

J. No Distributions Pending Allowance .............................................................................................. 61

K. Distributions After Allowance ......................................................................................................... 61

ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS ..................... 62

A. Compromise and Settlement of Claims, Interests, and Controversies ............................................ 62

B. Discharge of Claims ........................................................................................................................ 62

C. Release of Liens .............................................................................................................................. 62

D. Debtor Release ................................................................................................................................ 63

E. Third-Party Release ........................................................................................................................ 64

F. Exculpation ..................................................................................................................................... 65

G. Injunction ........................................................................................................................................ 65

H. Protection Against Discriminatory Treatment ................................................................................ 66

I. Recoupment ..................................................................................................................................... 66

J. Reimbursement or Contribution ...................................................................................................... 66

K. Term of Injunctions or Stays ........................................................................................................... 66

L. Document Retention ........................................................................................................................ 67

ARTICLE IX. CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE ................................... 67

A. Conditions Precedent to the Confirmation Date. ............................................................................ 67

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iii 

B. Conditions Precedent to the Effective Date. ................................................................................... 67

C. Waiver of Conditions to the Confirmation Date and the Effective Date ......................................... 68

D. Substantial Consummation ............................................................................................................. 69

E. Effect of Non-Occurrence of Conditions to Consummation ............................................................ 69

ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN ............................... 69

A. Modification of Plan ....................................................................................................................... 69

B. Effect of Confirmation on Modifications ......................................................................................... 69

C. Revocation or Withdrawal of Plan .................................................................................................. 69

ARTICLE XI. RETENTION OF JURISDICTION ............................................................................................... 70

ARTICLE XII. MISCELLANEOUS PROVISIONS ............................................................................................. 72

A. Immediate Binding Effect ................................................................................................................ 72

B. Additional Documents ..................................................................................................................... 72

C. Dissolution of the Committee .......................................................................................................... 72

D. Statutory Fees ................................................................................................................................. 72

E. Payment of Certain Fees and Expenses .......................................................................................... 72

F. Reservation of Rights ...................................................................................................................... 73

G. Successors and Assigns ................................................................................................................... 73

H. Service of Documents ...................................................................................................................... 73

I. Entire Agreement ............................................................................................................................ 74

J. Plan Supplement Exhibits ............................................................................................................... 74

K. Non-Severability ............................................................................................................................. 74

L. Votes Solicited in Good Faith ......................................................................................................... 74

M. Waiver or Estoppel.......................................................................................................................... 75

N. Closing of Chapter 11 Cases........................................................................................................... 75

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INTRODUCTION 

Intelsat S.A. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (each 

a “Debtor” and, collectively, the “Debtors”) propose (a) this joint plan of reorganization (together with the documents 

comprising the Plan Supplement, the “Plan”) for the resolution of the outstanding Claims against and Interests in the 

Debtors and (b) the Non-TopCo Plan for the resolution of the outstanding Claims against and Interests in all Debtors 

other than the Non-TopCo Debtors, in each case pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms 

used in the Plan and not otherwise defined shall have the meanings set forth in Article I.A of the Plan. Each Debtor 

is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The classifications of Claims 

and Interests set forth in Article III of the Plan shall be deemed to apply separately with respect to each Debtor, as 

applicable, for the purpose of receiving distributions pursuant to this Plan. While the Plan constitutes a single plan of 

reorganization for all Debtors, the Plan does not contemplate substantive consolidation of any of the Debtors. In the 

event that the Plan is not capable of being confirmed with respect to a TopCo Debtor, but is capable of being confirmed 

as to Non-TopCo Debtors, then the Non-TopCo Plan may be confirmed as a single plan of reorganization for all 

Non-TopCo Debtors. Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, 

properties, operations, projections, risk factors, a summary and description of this Plan, and certain related matters. 

ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE 

ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE 

VOTING TO ACCEPT OR REJECT THE PLAN. 

ARTICLE I. 

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES 

A. Defined Terms 

 As used in this Plan, capitalized terms have the meanings set forth below. 

1. “1145 Securities” means, collectively, the New Common Stock, the CVRs, the New Warrants 

(including New Common Stock issued upon exercise of the New Warrants), and the Reorganized S.A. Common Stock 

issued in reliance upon section 1145 of the Bankruptcy Code to the fullest extent the issuance of such securities 

pursuant to section 1145 of the Bankruptcy Code is permitted under applicable law. 

2. “2018 Reorganization Claims” means any and all Claims, Causes of Action and other challenges 

related to the series of transactions and related steps that the Debtors (or their affiliates) implemented in and around 

June–July 2018 (or related transactions that took place thereafter) that reorganized (or assisted or were intended to 

assist in the reorganization of) the ownership of certain of the assets of the Debtors and their affiliates (including 

transactions effecting changes in tax and accounting attributes). 

3. “2021 and 2023 Lux Senior Notes Trustee” means Delaware Trust Company, solely in its capacity 

as trustee under the Lux Multi Senior Notes Indenture, and any predecessor or successor thereto. 

4. “2021 Lux Senior Notes” means those certain 7.75% senior notes due 2021, issued by LuxCo, in an 

original aggregate principal amount of $2,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 

5. “2021 Lux Senior Notes Claims” means any Claim arising under the Lux Multi Senior Notes 

Indenture relating to the 2021 Lux Senior Notes. 

6. “2023 Jackson Senior Notes” means those certain 5.50% senior notes due 2023, issued by Jackson, 

in an aggregate principal amount of $2,000,000,000, pursuant to the 2023 Jackson Senior Notes Indenture. 

7. “2023 Jackson Senior Notes Indenture” means that certain indenture, dated as of June 5, 2013, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the 2023 

Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as guarantors, and 2023 Jackson Senior 

Notes Trustee, as trustee. 

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2 

8. “2023 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its capacity 

as trustee under the 2023 Jackson Senior Notes Indenture, and any predecessor or successor thereto. 

9. “2023 Lux Senior Notes” means those certain 8.125% senior notes due 2023, issued by LuxCo, in 

an original aggregate principal amount of $1,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 

10. “2023 Lux Senior Notes Claims” means any Claim arising under the Lux Multi Senior Notes 

Indenture relating to the 2023 Lux Senior Notes. 

11. “2024 Jackson Senior Notes” means those certain 8.50% senior notes due 2024, issued by Jackson, 

in an original aggregate principal amount of $2,250,000,000, with a subsequent issuance in an aggregate principal 

amount of $700,000,000, for a total aggregate principal amount of $2,950,000,000, pursuant to the 2024 Jackson 

Senior Notes Indenture. 

12. “2024 Jackson Senior Notes Indenture” means that certain indenture, dated as of 

September 19, 2018, as amended, restated, amended and restated, supplemented, or otherwise modified from time to 

time, for the 2024 Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as guarantors, and 

2024 Jackson Senior Notes Trustee, as trustee. 

13. “2024 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its capacity 

as trustee under the 2024 Jackson Senior Notes Indenture, and any predecessor or successor thereto. 

14. “2024 Lux Senior Notes” means those certain 12.50% senior notes due 2024, issued by LuxCo, in 

an original aggregate principal amount of $403,325,000, pursuant to the 2024 Lux Senior Notes Indenture. 

15. “2024 Lux Senior Notes Claims” means any Claim arising under the 2024 Lux Senior Notes 

Indenture relating to the 2024 Lux Senior Notes. 

16. “2024 Lux Senior Notes Indenture” means that certain indenture, dated as of January 6, 2017, by 

and among LuxCo, as issuer, and the 2024 Lux Senior Notes Trustee, as trustee, as amended, restated, amended and 

restated, supplemented, or otherwise modified from time to time prior to the Petition Date. 

17. “2024 Lux Senior Notes Trustee” means Delaware Trust Company, solely in its capacity as trustee 

under the 2024 Lux Senior Notes Indenture, and any predecessor or successor thereto. 

18. “2025 Jackson Senior Notes” means those certain 9.75% senior notes due 2025, issued by Jackson, 

in an original aggregate principal amount of $1,500,000,000, with a subsequent issuance in an aggregate principal 

amount of $400,000,000, for a total aggregate principal amount of $1,900,000,000, pursuant to the 2025 Jackson 

Senior Notes Indenture. 

19. “2025 Jackson Senior Notes Indenture” means that certain indenture, dated as of July 5, 2017, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the 2025 

Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as guarantors, and 2025 Jackson Senior 

Notes Trustee, as trustee. 

20. “2025 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its capacity 

as trustee under the 2025 Jackson Senior Notes Indenture, and any predecessor or successor thereto. 

21. “2026 Envision Intercompany Note” means that certain intercompany promissory note due 2026, 

issued by Envision to Intelsat on June 18, 2018 in an aggregate principal amount of $150,000,000. 

22. “2026 Envision Intercompany Note Claims” means any Claim arising on account of the 

2026 Envision Intercompany Note. 

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3 

23. “2026 Lux Senior Notes” means those certain 13.5% senior notes due 2026, issued by LuxCo to ICF 

and Envision on August 16, 2018, in the aggregate principal amount of $1,578,781,000. 

24. “2026 Lux Senior Notes Claims” means any Claim arising on account of the 2026 Lux Senior Notes. 

25. “8.00% First Lien Notes” means those certain 8.00% senior secured first lien notes due 2024, issued 

by Jackson, in an original aggregate principal amount of $1,250,000,000, with a subsequent issuance in an aggregate 

principal amount of $99,700,000, for a total aggregate principal amount of $1,349,700,000, pursuant to the 8.00% 

First Lien Notes Indenture. 

26. “8.00% First Lien Notes Claim” means any Claim arising under the 8.00% First Lien Notes and 

8.00% First Lien Notes Indenture. 

27. “8.00% First Lien Notes Indenture” means that certain indenture, dated as of March 29, 2016, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the 8.00% First 

Lien Notes, by and among Jackson, as issuer, ICF and the other guarantors from time to time party thereto, as 

guarantors, 8.00% First Lien Notes Trustee, as trustee, and the Prepetition Collateral Trustee as Collateral Trustee. 

28. “8.00% First Lien Notes Trustee” means Wilmington Trust, National Association, solely in its 

capacity as trustee under the 8.00% First Lien Notes Indenture, and any predecessor or successor thereto. 

29. “9.50% First Lien Notes” means those certain 9.50% senior secured first lien notes due 2022, issued 

by Jackson, in an original aggregate principal amount of $490,000,000, pursuant to the 9.50% First Lien Notes 

Indenture. 

30. “9.50% First Lien Notes Claim” means any Claim arising under the 9.50% First Lien Notes and 

9.50% First Lien Notes Indenture. 

31. “9.50% First Lien Notes Indenture” means that certain indenture, dated as of June 30, 2016, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the 9.50% First 

Lien Notes, by and among Jackson, as issuer, ICF and the other guarantors from time to time party thereto, as 

guarantors, 9.50% First Lien Notes Trustee, as trustee, and the Prepetition Collateral Trustee as Collateral Trustee. 

32. “9.50% First Lien Notes Trustee” means Wilmington Trust, National Association, solely in its 

capacity as trustee under the 9.50% First Lien Notes Indenture, and any predecessor or successor thereto. 

33. “ABR Loans” has the meaning set forth in the DIP Order. 

34. “Accelerated Relocation Payment Claims” means any and all Claims or Causes of Action, held by 

any Entity, related to the payments that the Debtors or the Reorganized Debtors may receive pursuant to that certain 

Report and Order and Order of Proposed Modification, FCC Docket Number 20-22, released by the FCC on March 

3, 2020 in In the Matter of Expanding Flexible Use of the 3.7 to 4.2 GHz Band, GN Docket No. 18-122, including any 

Claims or Causes of Action with respect to which Debtor(s) or Reorganized Debtor(s) is entitled to receive any 

payments and reimbursements pursuant to such order. 

35. “Administrative Claim” means a Claim against a Debtor for the costs and expenses of administration 

of the Chapter 11 Cases arising on or prior to the Effective Date pursuant to sections 328, 330, or 503(b) of the 

Bankruptcy Code and entitled to priority pursuant to sections 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, 

including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including 

the Effective Date of preserving the Estates and operating the Debtors’ businesses; and (b) Allowed Professional Fee 

Claims. 

36. “Administrative Claims Bar Date” means the deadline for Filing requests for payment of 

Administrative Claims, which: (a) with respect to Administrative Claims other than Professional Fee Claims, shall be 

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4 

30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days after the Effective 

Date. 

37. “Administrative Claims Objection Bar Date” means the deadline for filing objections to requests for 

payment of Administrative Claims, which shall be the later of (a) 60 days after the Effective Date and (b) 60 days 

after the Filing of the applicable request for payment of an Administrative Claim; provided that the Administrative 

Claims Objection Bar Date may be extended by order of the Bankruptcy Court. 

38. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. 

39. “Allowed” means, with respect to any Claim, except as otherwise provided herein: (a) a Claim that 

is evidenced by a Proof of Claim Filed by the Claims Bar Date (or such other date as agreed by the Debtors pursuant 

to the Bar Date Order) or a request for payment of an Administrative Claim Filed by the Administrative Claims Bar 

Date, as applicable (or for which Claim under the Plan, the Bankruptcy Code, or pursuant to a Final Order, a Proof of 

Claim or request for payment of Administrative Claim is not or shall not be required to be Filed); (b) a Claim that is 

listed in the Schedules as not contingent, not unliquidated, and not Disputed, and for which no Proof of Claim, as 

applicable, has been timely Filed; or (c) a Claim allowed pursuant to the Plan or a Final Order of the Bankruptcy 

Court; provided that, with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered 

Allowed only if, and to the extent that, with respect to such Claim, no objection to the allowance thereof is filed within 

the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, 

or such an objection is so filed and the Claim has been allowed by a Final Order. 

40. “Articles of Association” has the meaning set forth in the Corporate Governance Term Sheet. 

41. “Backstop Commitment” means the commitment, on the terms as may be set forth in the Backstop 

Commitment Agreement, of the Backstop Parties to backstop the New Term Loans and New Notes. 

42. “Backstop Commitment Agreement” means that certain agreement that may be entered into by and 

among the Backstop Parties and the Debtors, as may be amended, supplemented, or modified from time to time, setting 

forth, among other things, the payment of the Backstop Premium and the terms and conditions of the Backstop 

Commitment. 

43. “Backstop Parties” means those certain parties that commit to backstop the New Term Loans and 

the New Notes and are signatories to the Backstop Commitment Agreement, solely in their capacities as such, to the 

extent provided in the Backstop Commitment Agreement. An Entity may become a Backstop Party only if: (a) such 

Entity is (i) a Jackson Crossover Ad Hoc Group Member or (ii) a Consenting HoldCo Creditor, solely to the extent of 

such Consenting HoldCo Creditor’s pro-rata holdings of Jackson Senior Notes (based upon the aggregate amount of 

Jackson Senior Notes held by all Holders of Jackson Senior Notes),2 or (b) the Required Consenting Jackson Crossover 

Group Members otherwise permit, in writing, such Entity to become a Backstop Party with the Debtors’ consent, not 

to be unreasonably withheld, conditioned, or delayed. 

44. “Backstop Premium” means that certain backstop premium payable in Cash to the Backstop Parties 

as consideration for the Backstop Commitment in the amount of 2.50% of the principal amount of New Term Loans 

and New Notes backstopped pursuant to the Backstop Commitment Agreement on the terms that may be set forth in 

the Backstop Commitment Agreement. 

 

2 For the avoidance of doubt, a Consenting HoldCo Creditor shall be entitled to (i) an initial allocation of the 

Backstop Commitment based on such Consenting HoldCo Creditor’s pro-rata holdings of Jackson Senior Notes 

(calculated as a percentage of the aggregate amount of Jackson Senior Notes held by all Holders of Jackson Senior 

Notes), and (ii) any unsubscribed portion of the Backstop Commitment not committed by other Entities entitled 

to participate in the Backstop Commitment based on such Consenting HoldCo Creditor’s pro-rata holdings of 

Jackson Senior Notes (calculated as a percentage of the aggregate amount of Jackson Senior Notes held by all 

Holders of Jackson Senior Notes). 

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45. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as now in 

effect or hereafter amended, and the rules and regulations promulgated thereunder. 

46. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia 

or such other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of the 

reference under 28 U.S.C. § 157, the United States District Court for the Eastern District of Virginia. 

47. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United 

States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the 

Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court, as now in effect or hereafter 

amended. 

48. “Business Day” means any day, other than a Saturday, Sunday, or a legal holiday, as defined in 

Bankruptcy Rule 9006(a). 

49. “C-Band Order” means that certain Report and Order and Order of Proposed Modification issued 

by the FCC on March 3, 2020 in In the Matter of Expanding Flexible Use of the 3.7 to 4.2 GHz Band, GN Docket No. 

18-122 (as may be amended or modified). 

50. “Cash” or “$” means the legal tender of the United States of America or the equivalent thereof, 

including bank deposits, checks, and cash equivalents, as applicable. 

51. “Cause of Action” means any claims, interests, damages, remedies, causes of action, demands, 

rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, 

indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or 

unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or 

unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, 

equity, or otherwise (including under foreign law). Causes of Action include: (a) all rights of setoff, counterclaim, 

or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b) the right to object 

to or otherwise contest Claims or Interests; (c) any claim pursuant to sections 362, 510, 542, 543, 544 through 550, or 

553 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses 

set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim. 

52. “Certificate” means any document, instrument, or other writing evidencing a Claim against or an 

Interest in the Debtors. 

53. “CEO” means Chief Executive Officer of the Equity Issuer. 

54. “Chapter 11 Cases” means the cases commenced by the Debtors under chapter 11 of the Bankruptcy 

Code, which are being jointly administered under Case No. 20-32299 (KLP) in the Bankruptcy Court. 

55. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the 

Debtors, whether or not assessed or Allowed. 

56. “Claims Register” means the official register of Claims against and Interests in the Debtors 

maintained by the Solicitation Agent. 

57. “Class” means a category of Holders of Claims or Interests as set forth in Article III pursuant to 

section 1122(a) of the Bankruptcy Code. 

58. “Committee” means the Official Committee of Unsecured Creditors appointed by the U.S. Trustee 

in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code, as it may be reconstituted from time to 

time. 

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59. “Company Parties” means Intelsat, and each of its direct and indirect subsidiaries listed on 

Exhibit A to the Plan Support Agreement that have executed and delivered counterpart signature pages to the Plan 

Support Agreement to counsel to the Consenting Creditors. 

60. “Confirmation” means entry of the Confirmation Order by the Bankruptcy Court on the docket of 

the Chapter 11 Cases. 

61. “Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation Order 

on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021. 

62. “Confirmation Hearing” means the hearing held by the Bankruptcy Court pursuant to Bankruptcy 

Rule 3020(b)(2) and sections 1128 and 1129 of the Bankruptcy Code, including any adjournments thereof, at which 

the Bankruptcy Court will consider confirmation of the Plan. 

63. “Confirmation Objection Deadline” means the deadline by which objections to confirmation of the 

Plan must be received by the Debtors. 

64. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan under 

section 1129 of the Bankruptcy Code. For the avoidance of doubt, the Confirmation Order shall not contain any 

provision approving the First Lien Notes Claims Settlement. 

65. “Connect Senior Notes” means those certain 9.50% senior notes due 2023, issued by ICF, in an 

original aggregate principal amount of $1,250,000,000, pursuant to the Connect Senior Notes Indenture. 

66. “Connect Senior Notes Claims” means any Claim arising under the Connect Senior Notes and the 

Connect Senior Notes Indenture. 

67. “Connect Senior Notes Indenture” means that certain indenture, dated as of August 16, 2018, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the Connect 

Senior Notes, by and among ICF, as issuer, Envision and LuxCo, as guarantors, and the Connect Senior Notes Trustee. 

68. “Connect Senior Notes Trustee” means Wilmington Savings Fund Society, FSC, solely in its 

capacity as trustee under the Connect Senior Notes Indenture, and any predecessor or successor thereto. 

69. “Consenting Creditors” means the Holders of, or investment advisors, sub-advisors, or managers 

of discretionary accounts that hold Claims that have executed and delivered counterpart signature pages to the Plan 

Support Agreement, a joinder thereto, or a Transfer Agreement to counsel to the Company Parties. 

70. “Consenting HoldCo Creditor” has the meaning set forth in the Plan Support Agreement. 

71. “Consummation” means the occurrence of the Effective Date. 

72. “Contingent DIP Obligations” means all of the Debtors’ obligations under the DIP Credit 

Agreement and the DIP Order that are contingent and/or unliquidated as of the Effective Date, other than DIP Claims 

that are paid in full in Cash as of the Effective Date and contingent indemnification obligations as to which a Claim 

has been asserted as of the Effective Date. 

73. “Convert Ad Hoc Group” means the ad hoc group of certain creditors represented by Stroock & 

Stroock & Lavan and Boies Schiller Flexner LLP and advised by Lazard Ltd. 

74. “Convertible Senior Notes” means those certain 4.50% convertible senior notes due 2025, issued by 

Intelsat, in an original aggregate principal amount of $402,500,000, pursuant to the Convertible Senior Notes 

Indenture. 

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75. “Convertible Senior Notes Claims” means any Claim arising under the Convertible Senior Notes 

and the Convertible Senior Notes Indenture. 

76. “Convertible Senior Notes Indenture” means that certain indenture, dated as of June 18, 2018, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time, for the Convertible 

Senior Notes, by and among Intelsat, as issuer, Envision, as guarantor, and the Convertible Senior Notes Trustee, as 

trustee. 

77. “Convertible Senior Notes Trustee” means BOKF, National Association, solely in its capacity as 

trustee under the Convertible Senior Notes Indenture, and any predecessor or successor thereto. 

78. “Corporate Governance Term Sheet” means that certain term sheet setting forth certain terms to be 

included in the New Corporate Governance Documents and attached to the Plan Support Agreement as Exhibit E. 

79. “Cure Claim” means a Claim (unless waived or modified by the applicable counterparty) based 

upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under 

section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) 

of the Bankruptcy Code. 

80. “CVR Agreements” means, collectively, the Series A CVR Agreement and the Series B CVR 

Agreement. 

81. “CVR Term Sheet” means that certain term sheet setting forth certain terms and conditions of the 

CVRs and attached to the Plan Support Agreement as Exhibit F. 

82. “CVRs” means, collectively, the Series A CVRs and the Series B CVRs. 

83. “D&O Liability Insurance Policies” means all insurance policies (including any “tail policy”) 

maintained by the Debtors as of the Petition Date for liabilities against any of the Debtors’ current or former directors, 

managers, and officers, and all agreements, documents, or instruments relating thereto. 

84. “Debt Documents” means the (i) DIP Credit Agreement and any amendments, modifications, or 

supplements thereto, as well as any and all agreements, documents, and instruments (including any amendments, 

restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection the DIP 

Credit Agreement; (ii) First Lien Credit Agreement and any amendments, modifications, or supplements thereto, as 

well as any and all agreements, documents, and instruments (including any amendments, restatements, supplements, 

or modifications of any of the foregoing) delivered or executed in connection therewith; (iii) First Lien Notes 

Indentures and any amendments, modifications, or supplements thereto, as well as any all agreements, documents, 

and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) 

delivered or executed in connection therewith; and (iv) Senior Notes Indentures and any amendments, modifications, 

or supplements thereto, as well as any and all agreements, documents, and instruments (including any amendments, 

restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection therewith. 

85. “Debtor Intercompany Claim” means any Claim held by a Debtor against another Debtor, including 

all Intercompany Senior Notes Claims. 

86. “Debtor Release” means the release given on behalf of the Debtors and their Estates to the Released 

Parties as set forth in Article VIII.D of the Plan. 

87. “Definitive Documents” means (i) the Plan and the Plan Supplement (and all exhibits, annexes, 

schedules, ballots, solicitation procedures, and other documents and instruments related thereto), including any 

“Definitive Documents” as defined in the Plan Support Agreement; (ii) the Confirmation Order; (iii) the Disclosure 

Statement; (iv) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation 

Materials; (v) the New Debt Documents; (vi) the Backstop Commitment Agreement; (vii) the New Warrants 

Agreements; (viii) the CVR Agreements; (ix) any and all documentation required to implement, issue, and distribute 

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the New Common Stock, New Debt, CVRs, or New Warrants, including any material disclosure documents related 

thereto; (x) the Management Incentive Plan; (xi) the New Corporate Governance Documents, (xii) the Settlement 

Agreement and all pleadings or documents in connection with the Settlement Agreement, including the Settlement 

Order; (xiii) the Secured Creditor Settlement Term Sheet; (xiv) the Restructuring Steps Memorandum; and (xv) any 

and all other material documents, deeds, agreements, filings, notifications, letters or instruments necessary or required 

to consummate the Restructuring Transactions (including any exhibits, amendments, modifications, or supplements 

made from time to time thereto), in each case consistent with this Plan, the Plan Support Agreement, and the PSA 

Definitive Document Requirements; provided, however, for the avoidance of doubt, the Jackson Crossover Ad Hoc 

Group (i) shall not have any consent rights as it pertains to the Secured Creditor Settlement Term Sheet and (ii) does 

not consent to the Secured Creditor Settlement Term Sheet as it pertains to the First Lien Notes Claims Settlement. 

88. “Dilution Principles” means the following principles setting forth the dilutive effect of consideration 

issued pursuant to the Plan: (a) New Common Stock issued on the Effective Date pursuant to the Plan shall be subject 

to dilution of (i) up to nine percent (9.0%) by shares of New Common Stock issued pursuant to the exercise of the 

New Series A Warrants, (ii) up to two and a half percent (2.5%) by shares of New Common Stock issued pursuant to 

the exercise of the New Series B Warrants, and (iii) 3.26 percent (3.26%) by shares of New Common Stock issued 

pursuant to the Management Incentive Plan; (b) New Common Stock issued pursuant to the exercise of the New Series 

A Warrants shall be subject to dilution of (i) up to two and a half percent (2.5%) by shares of New Common Stock 

issued pursuant to the exercise of the New Series B Warrants and (ii) 3.26 percent (3.26%) by shares of New Common 

Stock issued pursuant to the Management Incentive Plan; (c) New Common Stock issued pursuant to the exercise of 

the New Series B Warrants shall be subject to dilution of 3.26 percent (3.26%) by shares of New Common Stock 

issued pursuant to the Management Incentive Plan; and (d) New Common Stock issued pursuant to the Management 

Incentive Plan shall not be subject to any dilution. 

89. “DIP Agent” means Credit Suisse AG, Cayman Islands Branch in its capacity as administrative 

agent and collateral agent under the DIP Credit Agreement. 

90. “DIP Backstop Agreement” means that certain amended and restated backstop commitment 

agreement, dated June 1, 2020 among the DIP Borrower and certain of the Prepetition Secured Parties. 

91. “DIP Borrower” means Jackson. 

92. “DIP Claim” means any Claim arising under, derived from or based upon the DIP Documents, 

including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising under 

the DIP Credit Agreement. 

93. “DIP Credit Agreement” means that certain Superpriority Secured Debtor In Possession Credit 

Agreement, dated as of June 17, 2020, among the DIP Debtors, the DIP Agent, and Credit Suisse Loan Funding LLC, 

as lead arranger, as amended, amended and restated, supplemented, or modified from time to time. 

94. “DIP Debtors” means collectively, the DIP Borrower and the DIP Guarantors. 

95. “DIP Documents” means the DIP Credit Agreement and any amendments, modifications, or 

supplements thereto, as well as any all agreements, documents, and instruments (including any amendments, 

restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection the DIP 

Credit Agreement, and the DIP Backstop Agreement. 

96. “DIP Facility” means that certain $1 billion new money multi-draw debtor-in-possession term loan 

credit facility provided by the DIP Lenders on the terms of, and subject to the conditions set forth in, the DIP Credit 

Agreement and approved by the Bankruptcy Court pursuant to the DIP Order. 

97. “DIP Guarantors” means the Debtors and their affiliates that unconditionally guaranteed, on a joint 

and several basis, the DIP Borrower’s obligations in connection with the DIP Facility. 

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98. “DIP Lenders” means, collectively, the banks, financial institutions, and other lenders party to the 

DIP Credit Agreement from time to time, each solely in their capacity as such. 

99. “DIP Obligations” has the meaning given to the defined term “Credit Agreement Obligations” in 

the DIP Credit Agreement. 

100. “DIP Order” means the Final Order (A) Authorizing the Debtors to Obtain Postpetition Financing, 

(B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens and Superpriority Administrative Expense 

Claims, (D) Granting Adequate Protection to the Prepetition Secured Parties, (E) Modifying the Automatic Stay, and 

(F) Granting Related Relief entered by the Bankruptcy Court in the Chapter 11 Cases on June 9, 2020 at docket 

number 285. 

101. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and 

schedules thereto, that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, 

and any other applicable law and approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code. 

102. “Disinterested Directors and Managers” means the disinterested directors and managers of Jackson, 

ICF, Envision, LuxCo, and Intelsat. 

103. “Disputed” means, with respect to any Claim or Interest, any Claim or Interest, or any portion 

thereof, (a) to the extent neither Allowed nor disallowed under the Plan or a Final Order nor deemed Allowed under 

sections 502, 503, or 1111 of the Bankruptcy Code, or (b) for which a Proof of Claim or Proof of Interest or a motion 

for payment has been timely filed with the Bankruptcy Court, to the extent the Debtors or any other party in interest 

has interposed a timely objection or request for estimation in accordance with the Plan, the Bankruptcy Code, or the 

Bankruptcy Rules, which objection or request for estimation has not been withdrawn or determined by a Final Order. 

104. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity or Entities 

designated by the Reorganized Debtors to make or to facilitate distributions that are to be made pursuant to the Plan, 

including, if applicable, each of the Indenture Trustees. 

105. “Distribution Date” means, except as otherwise set forth herein, the date or dates determined by the 

Debtors or the Reorganized Debtors on or after the Effective Date, with the first such date occurring on or as soon as 

is reasonably practicable after the Effective Date, upon which the Distribution Agent shall make distributions to 

Holders of Allowed Claims and Interests entitled to receive distributions under the Plan. 

106. “Distribution Record Date” means, other than with respect to Securities of the Debtors deposited 

with DTC, the record date for determining which Holders of Allowed Claims and Allowed Interests are eligible to 

receive distributions pursuant to the Plan, which date shall be the date determined by the Debtors with the consent of 

the Required Consenting Jackson Crossover Group Members and, with respect to distributions to the HoldCos, the 

consent of the Required Consenting HoldCo Creditors. The Distribution Record Date shall not apply to the Notes or 

any Securities of the Debtors deposited with DTC, the holders of which shall receive a distribution in accordance with 

Article VI of the Plan and, as applicable, the customary procedures of DTC. 

107. “DTC” means the Depository Trust Company. 

108. “Effective Date” means the date on which all conditions to Consummation of the Plan have been 

satisfied in full or waived, in accordance with the terms of the Plan, and the Plan becomes effective. 

109. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 

110. “Envision” means Intelsat Envision Holdings LLC, a limited liability company formed under the 

laws of the state of Delaware. 

111. “Envision Unsecured Recovery” means: (i) after payment of Restructuring Expenses and funding 

of the Professional Fee Escrow Account for the payment of Professional Fee Claims allocated in accordance with this 

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Plan, all remaining Cash at Envision, provided, however, that (a) seventy percent (70%) of such Cash shall be 

distributed Pro Rata to Holders of the Connect Senior Notes Claims and (b) thirty percent (30%) of such Cash shall 

be distributed Pro Rata to Holders of the Convertible Senior Notes Claims; and (ii) 47.301 percent (47.301%) of the 

New Series B Warrants; provided, further that the New Series B Warrants issued in respect of (ii) shall be subject to 

dilution pursuant to the Dilution Principles. For the avoidance of doubt, (a) the Envision Unsecured Recovery 

incorporates the value that would have been received by Envision attributable to any and all Intercompany Claims, 

including any Intercompany Senior Notes Claims, as if such Intercompany Claim was settled, and (b) Holders of 

Intercompany Claims shall not receive any distribution from the Envision Unsecured Recovery. 

112. “Equity Issuer” means the Entity that shall be if either the Plan or Non-TopCo Plan is confirmed, 

Holdings or (with the consent of the Required Consenting Unsecured Creditors) any successor or assign, by merger, 

consolidation, reorganization, or otherwise, unless the Required Consenting Unsecured Creditors and the Debtors 

(excluding, if the Non-TopCo Plan is confirmed, Intelsat and Holdings SARL) agree to designate a different Entity. 

113. “Equity Issuer Board” means the board of directors (or other applicable governing body) of the 

Equity Issuer as set forth in the Plan Supplement and selected in accordance with the Corporate Governance Term 

Sheet. 

114. “ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001-1462 

as amended, and the regulations promulgated thereunder. 

115. “Estate” means the estate created on the Petition Date for any Debtor in its Chapter 11 Case pursuant 

to sections 301 and 541 of the Bankruptcy Code and all property (as defined in section 541 of the Bankruptcy Code) 

acquired by the Debtor after the Petition Date through and including the Effective Date. 

116. “Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) each of the 

Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien Noteholders; 

(e) the First Lien Agent; (f) each of the Indenture Trustees; (g) the Prepetition Collateral Trustee; (h) the DIP Agent; 

(i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the HoldCo Creditor Ad 

Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group, and each member thereof; (m) the 

Jackson Crossover Ad Hoc Group, and each member thereof; (n) each Consenting Creditor; (o) each Backstop Party; 

(p) each current and former Affiliate of each Entity in clause (a) through the following clause (q); and (q) each Related 

Party of each Entity in clause (a) through this clause (q). 

117. “Executory Contract” means a contract or lease to which one or more of the Debtors is a party that 

is subject to assumption or rejection under section 365 of the Bankruptcy Code. 

118. “FCC” means the Federal Communications Commission, including any official bureau or division 

thereof acting on delegated authority, and any successor Governmental Unit performing functions similar to those 

performed by the Federal Communications Commission on the Effective Date. 

119. “FCC Applications” means, collectively, each requisite application, petition, or other request filed 

or to be filed with the FCC in connection with the Restructuring Transactions or this Plan. 

120. “FCC Approval” means the FCC’s grant of the FCC Applications. 

121. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy 

Court or, with respect to the filing of a Proof of Claim, the Solicitation Agent. 

122. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022. 

123. “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of 

competent jurisdiction with respect to the relevant subject matter that has not been reversed, modified, or amended, 

vacated or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, stay, reargument 

or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, stay, reargument, or 

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rehearing shall then be pending or (ii) if an appeal, writ of certiorari, new trial, stay, reargument or rehearing thereof 

has been sought, such order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) shall have 

been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new 

trial, stay, reargument, or rehearing shall have been denied, or resulted in no modification of such order, and such time 

to take any further appeal, petition for certiorari or move for a new trial, stay, reargument or rehearing shall have 

expired, as a result of which such order shall have become final in accordance with Bankruptcy Rule 8002; provided, 

that the possibility that a motion under rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under 

the Bankruptcy Rules may be filed relating to such order, shall not cause an order not to be a Final Order. 

124. “First Lien Agent” means Bank of America, N.A., acting through such of its affiliates or branches 

as it may designate, in its capacity as administrative agent under the First Lien Credit Agreement, or any successor 

administrative agent or collateral agent as permitted by the terms set forth in the First Lien Credit Agreement. 

125. “First Lien Claims” means, collectively, the First Lien Notes Claims and the Term Loan Facility 

Claims. 

126. “First Lien Credit Agreement” means that certain credit agreement, dated as of January 12, 2011, 

as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, by and 

among the Jackson as borrower, ICF (as successor to LuxCo), as guarantor, the First Lien Lenders, the First Lien 

Agent, and the Prepetition Collateral Trustee. 

127. “First Lien Lenders” means, collectively, the banks, financial institutions, and other lenders party 

to the First Lien Credit Agreement from time to time, each solely in their capacity as such. 

128. “First Lien Noteholders” means, collectively, the banks, financial institutions, and other holders of 

the First Lien Notes, each solely in their capacity as such. 

129. “First Lien Notes” means, collectively, the 8.00% First Lien Notes and the 9.50% First Lien Notes. 

130. “First Lien Notes Claim” means any Claim arising under the First Lien Notes and First Lien Notes 

Indentures. 

131. “First Lien Notes Claims Settlement” means that certain compromise and settlement regarding the 

allowance and treatment of the First Lien Notes Claims set forth in the Secured Creditor Settlement Term Sheet. 

132. “First Lien Notes Indentures” means, collectively, the 8.00% First Lien Notes Indenture and the 

9.50% First Lien Notes Indenture. 

133. “First Lien Notes Trustees” means, collectively, the 8.00% First Lien Notes Trustee and the 9.50% 

First Lien Notes Trustee. 

134. “Fixed Rate Loans” has the meaning set forth in the DIP Order. 

135. “Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code. 

136. “Guarantee Claims” means, collectively, the HoldCo Guarantee Claims and the TopCo Guarantee 

Claims. 

137. “Historical Intercompany Transaction Claims” means any and all Claims and Causes of Action 

related to all outstanding disputes between the Debtors regarding the historic intercompany transactions including 

transactions that fall into the following categories: (a) dividends made by Jackson or any HoldCo, on one hand, to 

any other HoldCo, on the other hand; (b) the creation of ICF; (c) the creation of Envision; (d) any contributions, 

whether consisting of Cash or other consideration, made by any HoldCo to Jackson; and (e) other smaller transactions 

including loans, one-off Cash dividends, non-cash dividends, guarantee releases, and others that occurred before, and 

intercompany balances that existed as of, the Petition Date or accumulated during these Chapter 11 Cases. 

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138. “HoldCo Creditor Ad Hoc Group” means the ad hoc group of certain creditors represented by Paul, 

Weiss, Rifkind, Wharton & Garrison LLP and advised by Ducera Partners LLC. 

139. “HoldCo Creditor Ad Hoc Group Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 

Whiteford, Taylor & Preston L.L.P., Ducera Partners LLC, Loyens & Loeff Luxembourg S.à.r.l., Ernst & Young LLP, 

and Covington & Burling LLP. 

140. “HoldCo Creditor Ad Hoc Group Waiver” means (a) to the extent the aggregate value to be 

distributed under the Plan to Holders of Convertible Senior Notes Claims on account of such Claims increases in 

excess of $49 million up to $145 million (excluding the value attributable to Reorganized S.A. Common Stock, if 

any), the HoldCo Creditor Ad Hoc Group Members shall not receive any distribution on account of such incremental 

recovery except for distributions of Reorganized S.A. Common Stock (if any) and (b) to the extent the aggregate value 

to be distributed under the Plan to Holders of Convertible Senior Notes Claims on account of such Claims exceeds 

$145 million (excluding the value attributable to Reorganized S.A. Common Stock, if any), the HoldCo Creditor Ad 

Hoc Group Members shall be entitled to a recovery, Pro Rata, in such excess distributable value; provided that the 

HoldCo Creditor Ad Hoc Group Members shall not receive any value in respect of their receipt (if any) of the 

Reorganized S.A. Common Stock other than value attributable to the net operating losses or other tax attributes (that 

are held outside of the Debtors’ Luxembourg tax unity) of Intelsat or Holdings SARL; provided, further, that in the 

event the Restructuring Transactions are implemented pursuant to the Non-TopCo Plan, the HoldCo Creditor Ad Hoc 

Group Waiver shall not apply to any distributions from Intelsat upon the Effective Date of the Non-TopCo Plan, unless 

such distributions are funded by Reorganized Jackson, any of its subsidiaries, or any Holders of Jackson Senior Notes 

Claims. 

141. “HoldCo Creditor Ad Hoc Group Members” has the meaning set forth in the Plan Support 

Agreement. 

142. “HoldCo Guarantee Claims” means the claims asserted against the HoldCo Guarantors in the proofs 

of claim filed in the Chapter 11 Cases by the Jackson Senior Notes Trustees and the Lux Senior Notes Trustees 

(including Proofs of Claim numbered 553, 554, 555, 556, 585, 586, 587, 588, 617, 618, 619, 620, 784, 791, 795, 796, 

898, 904, 905, 906, and any pleading filed with the Bankruptcy Court in connection therewith). 

143. “HoldCo Guarantors” means, collectively, ICF, LuxCo, Holdings, and Investments, each in its 

capacity as guarantor under the applicable Senior Notes Indentures. 

144. “HoldCo Senior Notes” means, collectively, the: (i) Lux Senior Notes; (ii) Connect Senior Notes; 

and (iii) Convertible Senior Notes. 

145. “HoldCos” means, each of ICF, Envision, LuxCo, Investments, Holdings, Holdings SARL, and 

Intelsat. 

146. “Holder” means an Entity holding a Claim against or an Interest in any Debtor. 

147. “Holdings” means Intelsat Holdings S.A., a société anonyme organized under the laws of the Grand 

Duchy of Luxembourg. 

148. “Holdings SARL” means Intelsat Investment Holdings S.à.r.l., a société à responsabilité limitée

organized under the laws of the Grand Duchy of Luxembourg. 

149. “Holdings SARL Unsecured Recovery” means any remaining Cash at Holdings SARL. 

150. “Holdings Unsecured Recovery” means any remaining Cash at Holdings. 

151. “Houlihan Engagement Letter” means that certain letter agreement dated as of April 8, 2020 and 

executed on August 24, 2021 between Houlihan Lokey Capital, Inc., Intelsat Jackson Holdings S.A., and the other 

parties thereto. 

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152. “ICF” means Intelsat Connect Finance S.A., a société anonyme organized under the laws of the 

Grand Duchy of Luxembourg. 

153. “ICF Unsecured Recovery” means (i) after payment of Restructuring Expenses and funding of the 

Professional Fee Escrow Account for the payment of Professional Fee Claims allocated in accordance with this Plan, 

all remaining Cash at ICF, (ii) thirty two and one-half percent (32.5%) of the Series B CVRs, (iii) four percent (4.0%) 

of New Common Stock, (iv) one hundred percent (100%) of the New Series A Warrants, (v) 46.447 percent (46.447%) 

of the New Series B Warrants, and (vi) thirty percent (30%) of any distributions made by Intelsat on account of TopCo 

Guarantee Claims (i.e. Claims in Class J2) to the Jackson Senior Notes Trustees, which shall be gifted by the Trustees 

in consideration for the covenants, compromises, releases, and other benefits provided by the members of the HoldCo 

Creditor Ad Hoc Group pursuant to the Plan Support Agreement; provided that the aggregate value of any gift made 

to Holders of Connect Senior Notes Claims on account of TopCo Guarantee Claims against Intelsat (i.e. Claims in 

Class J2) shall not exceed $6 million; provided, further that the New Common Stock issued in respect of each of 

(iii)–(vi) shall be subject to dilution pursuant to the Dilution Principles. For the avoidance of doubt, (a) the ICF 

Unsecured Recovery incorporates the value that would have been received by ICF attributable to any and all 

Intercompany Claims, including any Intercompany Senior Notes Claims, as if such Intercompany Claim was settled 

and (b) Holders of Intercompany Claims shall not receive any distribution from the ICF Unsecured Recovery. 

154. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that 

is impaired within the meaning of section 1124 of the Bankruptcy Code. 

155. “Indemnification Provisions” means each of the Debtors’ indemnification provisions in place 

immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation 

documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, 

equityholders, attorneys, other professionals, and agents. 

156. “Indentures” means, collectively, the Senior Notes Indentures and the First Lien Notes Indentures. 

157. “Indenture Trustees” means, collectively, the Senior Notes Indenture Trustees and the First Lien 

Notes Trustees. 

158. “Indenture Trustee Charging Lien” means any Lien or other priority of payment to which an 

Indenture Trustee is entitled under its respective Indenture(s), or any other ancillary documents, instruments, or 

agreements executed in connection therewith or pursuant thereto, against distributions to be made to Holders of Claims 

under the applicable Indenture, for payment of any Indenture Trustee Fees. 

159. “Indenture Trustee Fees” means all reasonable compensation, costs, advances, fees, expenses 

disbursements and claims for indemnity, subrogation, and contribution, including, without limitation, attorneys’ and 

agents’ fees, expenses, and disbursements, incurred by or owed to an Indenture Trustee under its respective 

Indenture(s), or any other ancillary documents, instruments, or agreements executed in connection therewith or 

pursuant thereto, including, if applicable, in their capacities as collateral agent, paying agent, transfer agent, or security 

registrar under its respective Indenture(s), whether before or after the Petition Date or before or after the Effective 

Date. 

160. “Intelsat” means Intelsat S.A., a société anonyme organized under the laws of the Grand Duchy of 

Luxembourg. 

161. “Intercompany Claims” means, collectively, the Debtor Intercompany Claims and the Non-Debtor 

Intercompany Claims. 

162. “Intercompany Interest” means any Interest held by a Debtor or an Affiliate of a Debtor. 

163. “Intercompany Senior Notes Claim” means the 2026 Lux Senior Notes Claims, the 2026 Envision 

Intercompany Note Claims, and any Senior Notes Claim that is held by a Debtor, including, for the avoidance of 

doubt, any 2024 Lux Senior Notes Claim. 

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164. “Interest” means any common stock, limited liability company interest, equity security (as defined 

in section 101(16) of the Bankruptcy Code), equity, ownership, profit interests, unit, or share in a Debtor, including 

all issued, unissued, authorized, or outstanding shares of capital stock of the Debtors and any other rights, options, 

warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, 

convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any 

character relating to, or whose value is related to, any such interest or other ownership interest in any Debtor, and any 

claim against or interest in the Debtors subject to subordination pursuant to section 510(b) of the Bankruptcy Code 

arising from or related to any of the foregoing. 

165. “Investments” means Intelsat Investments S.A., a société anonyme organized under the laws of the 

Grand Duchy of Luxembourg. 

166. “Investments Unsecured Recovery” means any remaining Cash at Investments. 

167. “Jackson” means Intelsat Jackson Holdings S.A., a société anonyme organized under the laws of 

the Grand Duchy of Luxembourg. 

168. “Jackson Ad Hoc Group” means the ad hoc group of certain creditors represented by Akin Gump 

Strauss Hauer & Feld LLP and advised by Centerview Partners LLC. 

169. “Jackson Crossover Ad Hoc Group” means the ad hoc group of certain creditors represented by 

Jones Day and advised by Houlihan Lokey Capital, Inc. 

170. “Jackson Crossover Ad Hoc Group Advisors” means Jones Day, Houlihan Lokey Capital, Inc., 

Compensation Advisory Partners LLC, and AKD Luxembourg SARL. 

171. “Jackson Debtors” means, collectively, Jackson and Jackson Subsidiaries. 

172. “Jackson First Lien Noteholder Group” means the ad hoc group of certain creditors represented by 

Wilmer Cutler Pickering Hale and Dorr LLP. 

173. “Jackson Senior Notes” means, collectively, the 2023 Jackson Senior Notes, the 2024 Jackson 

Senior Notes, and the 2025 Jackson Senior Notes. 

174. “Jackson Senior Notes Claim” means any Claim arising under the Jackson Senior Notes Indentures. 

175. “Jackson Senior Notes Indentures” means, collectively, the 2023 Jackson Senior Notes Indenture, 

the 2024 Jackson Senior Notes Indenture, and the 2025 Jackson Senior Notes Indenture. 

176. “Jackson Senior Notes Trustees” means, collectively, the 2023 Jackson Senior Notes Trustee, the 

2024 Jackson Senior Notes Trustee, and the 2025 Jackson Senior Notes Trustee. 

177. “Jackson Subsidiaries” means any Debtor that is a subsidiary of Jackson. 

178. “Jackson Unsecured Recovery” means, in accordance with the Value Allocation as may be modified 

by order of the Bankruptcy Court, (i) ninety-six percent (96%) of New Common Stock, (ii) one hundred percent 

(100%) of the Series A CVRs, (iii) sixty-seven and one-half percent (67.5%) of the Series B CVRs, (iv) $625 million 

of the Cash proceeds of the New Term Loans and/or New Notes; provided that the New Common Stock issued in 

respect of (i) shall be subject to dilution pursuant to the Dilution Principles. For the avoidance of doubt, (a) the Jackson 

Unsecured Recovery incorporates the value that would have been received by Jackson attributable to any and all 

Intercompany Claims, including any Intercompany Senior Notes Claims, as if such Intercompany Claim was settled 

and (b) Holders of Intercompany Claims shall not receive any distribution from the Jackson Unsecured Recovery. 

179. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as now in effect or 

hereafter amended, and the rules and regulations promulgated thereunder. 

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180. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 

181. “Lux Multi Senior Notes Indenture” means that certain indenture, dated as of April 5, 2013, by and 

among LuxCo, as issuer, Intelsat, as guarantor, and the 2021 and 2023 Lux Senior Notes Trustee, as trustee, as 

amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the Petition 

Date. 

182. “Lux Senior Notes” means, collectively, the 2021 Lux Senior Notes, the 2023 Lux Senior Notes, 

and the 2024 Lux Senior Notes. 

183. “Lux Senior Notes Claims” means any Claim arising under the Lux Senior Notes Indentures. 

184. “Lux Senior Notes Indentures” means, collectively, the Lux Multi Senior Notes Indenture and the 

2024 Lux Senior Notes Indenture. 

185. “Lux Senior Notes Trustees” means, collectively, the 2021 and 2023 Lux Senior Notes Trustee and 

the 2024 Lux Senior Notes Trustee. 

186. “LuxCo” means Intelsat (Luxembourg) S.A., a société anonyme organized under the laws of the 

Grand Duchy of Luxembourg. 

187. “LuxCo Unsecured Recovery” means, subject to payment of Restructuring Expenses and funding of 

the Professional Fee Escrow Account for the payment of Professional Fee Claims allocated in accordance with this 

Plan, (i) all remaining Cash at LuxCo and (ii) $10 million of the Cash proceeds of the New Debt. For the avoidance 

of doubt, (a) the LuxCo Unsecured Recovery incorporates the value that would have been received by LuxCo 

attributable to any and all Intercompany Claims, including any Intercompany Senior Notes Claims, as if such 

Intercompany Claim was settled and (b) Holders of Intercompany Claims and Connect Senior Notes Claims shall not 

receive any distribution from the LuxCo Unsecured Recovery. 

188. “Management Incentive Plan” means the management incentive plan implemented by the Equity 

Issuer on the Effective Date, which shall have terms consistent with the terms of the Management Incentive Plan Term 

Sheet. The Required Consenting Jackson Crossover Group Members and the Debtors shall negotiate the terms of the 

definitive Management Incentive Plan documentation in good faith prior to the Effective Date; provided that the 

requirement that the Management Incentive Plan documentation be completed prior to the Effective Date may be 

waived by written agreement between the Required Consenting Jackson Crossover Group Members and the Debtors. 

189. “Management Incentive Plan Term Sheet” means that certain management incentive plan term sheet 

setting forth the terms of the Management Incentive Plan and attached to the Plan Support Agreement as Exhibit G. 

190. “New Capital Structure” means the capital structure for the Reorganized Debtors and their 

subsidiaries, which shall be obtained through the Debtors’ commercially reasonable efforts prior to the Effective Date 

(including, for the avoidance of doubt, conducting a solicitation process for financing proposals that will provide the 

highest or otherwise best terms available under the circumstances) and which shall provide for (i) $7.125 billion of 

New Term Loans and New Notes and (ii) a New Revolver; provided that the Company may increase the amount of 

New Term Loans and New Notes above $7.125 billion by decreasing the amount of availability on the New Revolver 

by an equal amount. 

191. “New Common Stock” means the common stock of the Equity Issuer to be issued upon the Effective 

Date in accordance with the Plan, including any common stock to be issued on account of the New Warrants or in 

connection with the Management Incentive Plan. 

192. “New Corporate Governance Documents” means the amended and restated or new applicable 

corporate governance documents (including, without limitation, the Articles of Association, Shareholders Agreement, 

Registration Rights Agreement, and such other bylaws, limited liability company agreements, partnership agreements, 

and any other applicable formation documents or governance documents (if any) of the Equity Issuer and the 

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Reorganized Debtors, forms of which shall be included in the Plan Supplement, and all of which shall be in form and 

substance consistent with the PSA Definitive Document Requirements and the Corporate Governance Term Sheet. 

193. “New Debt” means collectively, the New Revolver, the New Term Loan, and the New Notes, as 

applicable, issued as part of the New Capital Structure, of which the New Term Loan and New Notes may be 

backstopped (in whole or in part) by the Backstop Parties. 

194. “New Debt Agreements” means the indentures or loan agreements governing the New Debt, the 

form of which shall be included in the Plan Supplement, and which shall be in form and substance consistent with the 

PSA Definitive Document Requirements. 

195. “New Debt Documents” means, collectively, the New Debt Agreements, and all other agreements, 

documents, and instruments evidencing or securing the New Debt, to be delivered or entered into in connection 

therewith (including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, 

subordination agreements, fee letters, and other security documents), each of which shall be consistent in all respects 

with the Plan Support Agreement and the PSA Definitive Document Requirements. 

196. “New Notes” means, collectively, those certain first lien notes, those certain second lien notes, 

and/or those certain unsecured notes, as applicable, constituting part of the New Capital Structure, which may be 

funded on the Effective Date pursuant to the Plan and the New Debt Documents; provided that any makewhole 

provisions in the New Notes are to be negotiated at market terms and in good faith among the Required Consenting 

Jackson Crossover Group Members and the Debtors, and subject to the consultation rights provided in the Plan Support 

Agreement. 

197. “New Revolver” means that certain revolving credit facility for up to $500 million of availability, 

which may be increased to $750 million with the consent of the Required Consenting Jackson Crossover Group 

Members, to be issued pursuant to the Plan and the New Debt Documents, and which will be secured by a first lien 

on substantially all of the Reorganized Debtors’ assets (pari passu with the other first lien New Debt), subject to 

customary exclusions, which may be issued on a first out basis relative to all other secured New Debt at the election 

of the Company. 

198. “New Securities” means, collectively, the New Common Stock, the New Notes, if applicable, the 

CVRs, and the New Warrants. 

199. “New Series A Warrant Agreement” means that certain agreement setting forth the full terms and 

conditions of the New Series A Warrants, the form of which shall be included in the Plan Supplement and be in form 

and substance consistent with the PSA Definitive Document Requirements. 

200. “New Series A Warrants” means warrants issued pursuant to the Plan and the New Series A Warrant 

Agreement and consistent with the terms set forth in the New Warrants Term Sheet. 

201. “New Series B Warrant Agreement” means that certain agreement setting forth the full terms and 

conditions of the New Series B Warrants, the form of which shall be included in the Plan Supplement and be in form 

and substance consistent with the PSA Definitive Document Requirements. 

202. “New Series B Warrants” means those certain warrants issued pursuant to the Plan and the New 

Series B Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet. 

203. “New Term Loans” means, those certain secured term loan facilities, if applicable, constituting part 

of the Reorganized Debtors’ New Capital Structure, which may be funded on the Effective Date pursuant to the Plan 

and the New Debt Documents. 

204. “New Warrants” means, collectively, the New Series A Warrants and the New Series B Warrants. 

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205. “New Warrants Agreements” means, collectively the New Series A Warrant Agreement and the 

New Series B Warrant Agreement. 

206. “New Warrants Term Sheet” means that certain term sheet setting forth certain terms of the New 

Warrants. 

207. “Non-Debtor Intercompany Claim” means any Claim held by a non-Debtor Affiliate of the Debtors 

against a Debtor. 

208. “Non-TopCo Debtors” means all Debtors other than Intelsat and/or Holdings SARL. 

209. “Non-TopCo Plan” means this joint plan of reorganization (together with the documents comprising 

the Plan Supplement) solely as to the Non-TopCo Debtors. 

210. “Notes” means, collectively, the First Lien Notes and the Senior Notes. 

211. “Notes Claims” means, collectively, the Connect Senior Notes Claims, the Convertible Senior Notes 

Claims, the First Lien Notes Claims, the Jackson Senior Notes Claims, and the Lux Senior Notes Claims. 

212. “Other Priority Claim” means any Claim other than an Administrative Claim or a Priority Tax Claim 

entitled to priority in right of payment under section 507(a) of the Bankruptcy Code. 

213. “Other Secured Claim” means any Secured Claim, other than a DIP Claim and a First Lien Claim. 

214. “PBGC” means the Pension Benefit Guaranty Corporation. 

215. “Pension Plan” means the Staff Retirement Plan as defined in the Debtors’ Motion for Entry of 

Interim and Final Orders (A) Authorizing the Debtors to (I) Pay Prepetition Wages, Compensation, and Benefit 

Obligations and (II) Continue Employee Compensation and Benefits Programs, and (B) Granting Related Relief

[Docket No. 9]. 

216. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code. 

217. “Petition Date” means May 13, 2020. 

218. “Plan Supplement” means the compilation of documents and forms and/or term sheets of 

documents, agreements, schedules, and exhibits to the Plan that will be Filed by the Debtors with the Bankruptcy 

Court, each of which shall be consistent in all respects with the PSA Definitive Document Requirements. 

219. “Plan Support Agreement” means that certain plan support agreement, dated as of August 24, 2021 

(as may be further amended, supplemented or modified pursuant to the terms thereof), by and among the Company 

Parties and the Consenting Creditors. 

220. “Plan Toggle Event” means a determination either by (i) the Bankruptcy Court or (ii) the Debtors 

and the Required Consenting Unsecured Creditors that Confirmation cannot be achieved solely as to either of the 

TopCo Debtors. 

87. “Prepetition Collateral Agency and Intercreditor Agreement” means that certain collateral agency 

and intercreditor agreement, dated January 12, 2011 (as amended, restated, amended and restated, supplemented, 

waived, or otherwise modified from time to time) by and among Wilmington Trust, National Association, as collateral 

trustee, Bank of America, N.A., as first lien agent, each Indenture Trustee, as first lien representatives, and the other 

parties from time to time party thereto. 

221. “Prepetition Collateral Trustee” means, Wilmington Trust, National Association, in its capacity as 

collateral trustee under the applicable Prepetition First Lien Debt Documents. 

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222. “Prepetition First Lien Debt Documents” means (i) the First Lien Credit Agreement and any 

amendments, modifications, or supplements thereto, including all Credit Documents (as defined therein, including the 

Prepetition Collateral Agency and Intercreditor Agreement) as well as any all agreements, documents, and instruments 

(including any amendments, restatements, supplements, or modifications of any of the foregoing) delivered or 

executed in connection therewith; and (ii) the First Lien Notes Indentures and any amendments, modifications, or 

supplements thereto including all Credit Documents (as defined therein, including the Prepetition Collateral Agency 

and Intercreditor Agreement), as well as any all agreements, documents, and instruments (including any amendments, 

restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection therewith. 

223. “Prepetition Secured Parties” means, collectively, the First Lien Lenders and the First Lien 

Noteholders. 

224. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in 

section 507(a)(8) of the Bankruptcy Code. 

225. “Pro Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate 

amount of Allowed Claims in that Class or the proportion of the Allowed Claims in a particular Class and other Classes 

entitled to share in the same recovery as such Allowed Claim under the Plan, unless otherwise indicated. 

226. “Professional” means an Entity: (a) retained in the Chapter 11 Cases pursuant to a Final Order in 

accordance with sections 327, 363, and 1103 of the Bankruptcy Code and to be compensated for services rendered 

prior to or on the Effective Date pursuant to sections 327, 328, 329, 330, 331, or 363 of the Bankruptcy Code; or 

(b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the 

Bankruptcy Code. 

227. “Professional Fee Claims” means all Claims for accrued, contingent, and/or unpaid fees and 

expenses (including transaction and success fees) incurred by a Professional in the Chapter 11 Cases on or after the 

Petition Date and through and including the Confirmation Date that the Bankruptcy Court has not denied by Final 

Order. To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a 

Final Order any amount of a Professional’s fees or expenses, then those reduced or denied amounts shall no longer 

constitute Professional Fee Claims. 

228. “Professional Fee Escrow Account” means an interest-bearing account funded by the Debtors with 

Cash on or before the Effective Date in an amount equal to the Professional Fee Escrow Amount. 

229. “Professional Fee Escrow Amount” means the aggregate amount of Professional Fee Claims and 

other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services in 

connection with the Chapter 11 Cases prior to and as of the Confirmation Date, which estimates Professionals shall 

deliver to the Debtors as set forth in Article II.C of the Plan. 

230. “Proof of Claim” means a proof of Claim filed against any of the Debtors in the Chapter 11 Cases 

by the applicable Claims Bar Date. 

231. “Proof of Interest” means a proof of Interest filed in any of the Debtors in the Chapter 11 Cases. 

232. “PSA Definitive Document Requirements” means that the Definitive Documents shall be subject to 

the respective consent rights of the Debtors and the applicable Consenting Creditors as set forth in the Plan Support 

Agreement. 

233. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, that the 

Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code. 

234. “Rejected Executory Contract and Unexpired Lease List” means the list as determined by the 

Debtors or the Reorganized Debtors, as applicable, of certain Executory Contracts and Unexpired Leases to be rejected 

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by the Reorganized Debtors pursuant to the Plan, which list, as may be amended from time to time, shall be included 

in the Plan Supplement. 

235. “Related Party” means, each of, and in each case in its capacity as such, current and former directors, 

managers, officers, investment committee members, special or other committee members, equity holders (regardless 

of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed 

accounts or funds, predecessors, participants, successors, assigns, subsidiaries, Affiliates, partners, limited partners, 

general partners, principals, members, management companies, fund advisors or managers, employees, agents, 

trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained 

by any current or former director or special committee member or manager in his or her capacity as director or manager 

of an Entity), accountants, investment bankers, consultants, representatives, and other professionals and advisors and 

any such Person’s or Entity’s respective heirs, executors, estates, and nominees. 

236. “Released Parties” means collectively, and in each case in its capacity as such: (a) each of the 

Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien 

Noteholders; (e) the First Lien Agent; (f) each Indenture Trustee; (g) the Prepetition Collateral Trustee; (h) the DIP 

Agent; (i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the HoldCo Creditor 

Ad Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group and each member thereof; (m) 

the Jackson Crossover Ad Hoc Group, and each member thereof; (n) each Consenting Creditor; (o) each Backstop 

Party; (p) each current and former Affiliate of each Entity in clause (a) through the following clause (q); and (q) each 

Related Party of each Entity in clause (a) through this clause (q); provided that any Holder of a Claim or Interest that 

opts out of the releases shall not be a “Released Party.” 

237. “Releasing Parties” means, collectively, and in each case in its capacity as such: (a) each of the 

Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien 

Noteholders; (e) the First Lien Agent; (f) each Indenture Trustee; (g) the Prepetition Collateral Trustee; (h) the DIP 

Agent; (i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the HoldCo Creditor 

Ad Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group and each member thereof; (m) 

the Jackson Crossover Ad Hoc Group, and each member thereof; (n) each Consenting Creditor; (o) each Backstop 

Party; (p) all Holders of Impaired Claims who voted to accept the Plan; (q) all Holders of Impaired Claims who 

abstained from voting on the Plan or voted to reject the Plan; (r) all Holders of Unimpaired Claims; (s) all Holders of 

Interests; (t) each current and former Affiliate of each Entity in clause (a) through the following clause (u); and (u) each 

Related Party of each Entity in clause (a) through this clause (u); provided that an Entity shall not be a Releasing Party 

if, in the cases of clauses (q) through (s) and each current and former Affiliates thereof, such Entity elects to opt out 

of the releases contained in the Plan or timely objects to the releases contained in the Plan and such objection is not 

resolved before Confirmation; provided further that any such Entity shall be identified by name as a non-Releasing 

Party in the Confirmation Order. 

238. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by merger, consolidation, 

reorganization, or otherwise, in the form of a corporation, limited liability company, partnership, or other form, as the 

case may be, on and after the Effective Date, including the Equity Issuer, other than the TopCo Debtors upon 

Consummation of the Non-TopCo Plan. 

239. “Reorganized S.A.” means, in a scenario where the Plan is confirmed for Intelsat, collectively 

Intelsat or any successor or assign, by merger, consolidation, reorganization, or otherwise on or after the Effective 

Date. 

240. “Reorganized S.A. Common Stock” means, in a scenario where the Plan is confirmed for Intelsat, 

the common stock of Reorganized S.A. to be issued upon the Effective Date for Debtor Intelsat in accordance with 

the Restructuring Steps Memorandum. 

241. “Required Consenting Creditors” has the meaning set forth in the Plan Support Agreement. 

242. “Required Consenting First Lien Creditors” has the meaning set forth in the Plan Support 

Agreement. 

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243. “Required Consenting First Lien Noteholders” has the meaning set forth in the Plan Support 

Agreement. 

244. “Required Consenting HoldCo Creditors” has the meaning set forth in the Plan Support Agreement. 

245. “Required Consenting Jackson Ad Hoc Group Noteholders” has the meaning set forth in the Plan 

Support Agreement. 

246. “Required Consenting Jackson Crossover Group Members” has the meaning set forth in the Plan 

Support Agreement. 

247. “Required Consenting Unsecured Creditors” has the meaning set forth in the Plan Support 

Agreement. 

248. “Restructuring Expenses” means, collectively, the reasonable and documented fees and expenses, 

whether incurred before, on, or after the Effective Date, of (a) the Jackson Ad Hoc Group (including all fees and 

expenses of Akin Gump Strauss Hauer & Feld LLP (including, for an avoidance of doubt, whether incurred before, 

on, or after the Effective Date, all fees and expenses related to any Secured Creditor Claims Litigation and any 

subsequent litigation related to the Claims that are the subject of the Secured Creditor Claims Litigation) and 

Centerview Partners), the First Lien Noteholders Group (including all fees and expenses of Wilmer Cutler Pickering 

Hale and Dorr, LLP (including, for an avoidance of doubt, whether incurred before, on, or after the Effective Date, all 

fees and expenses related to any Secured Creditor Claims Litigation and any subsequent litigation related to the Claims 

that are the subject of the Secured Creditor Claims Litigation)), (b) the Jackson Crossover Ad Hoc Group (including 

all fees and expenses of the Jackson Crossover Ad Hoc Group Advisors (including, for the avoidance of doubt, whether 

incurred before, on, or after the Effective Date, (x) all fees and expenses related to any Secured Creditor Claims 

Litigation, and any subsequent litigation related to the Claims that are the subject of the Secured Creditor Claims 

Litigation, or the Guarantee Claims, and (y) fees and expenses set forth in the Houlihan Engagement Letter)), (c) the 

HoldCo Creditor Ad Hoc Group (including all fees and expenses of the HoldCo Creditor Ad Hoc Group Advisors), 

and (d) the professionals to be paid by the Company Parties pursuant to the Plan Support Agreement or as adequate 

protection pursuant to the DIP Order. 

249. “Restructuring Steps Memorandum” means the summary of transaction steps to complete the 

restructuring contemplated by the Plan, which shall be included in the Plan Supplement and shall be in form and 

substance consistent with the PSA Definitive Document Requirements. 

250. “Restructuring Transactions” means the transactions described in Article IV of the Plan; provided, 

that such transactions shall be in form and substance consistent with the PSA Definitive Document Requirements. 

251. “Retiree Medical Plans” means, collectively, (a) that certain medical plan provided by the Debtors 

for the benefit of certain of their retired former employees pursuant to medical plan documents adopted by the Debtors 

and (b) that certain medical plan provided by the Debtors for the benefit of certain of their retired former employees 

pursuant to a consent decree in Morales et al. v. Intelsat Global Service Corp., 04-cv-1044 (D. D.C.). 

252. “S.A. Unsecured Recovery” means (i) any remaining Cash at Intelsat, (ii) $37.5 million in Cash from 

the proceeds of the New Debt, in each case subject to the payment of Restructuring Expenses and funding of the 

Professional Fee Escrow Account for the payment of Professional Fee Claims allocated in accordance with this Plan, 

and (iii) 6.252 percent (6.252%) of the New Series B Warrants, provided that the New Series B Warrants issued in 

respect of (iii) shall be subject to dilution pursuant to the Dilution Principles; and (iv) 100 percent (100%) of the 

Reorganized S.A. Common Stock. For the avoidance of doubt, (a) the S.A. Unsecured Recovery incorporates any 

value that would have been received by Intelsat attributable to any and all Intercompany Claims, including any 

Intercompany Senior Notes Claims, as if such Intercompany Claim was settled and (b) Holders of Intercompany 

Claims shall not receive any distribution from the S.A. Unsecured Recovery. 

253. “SEC” means the United States Securities and Exchange Commission. 

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254. “Secured Claim” means a Claim: (a) secured by a valid, perfected, and enforceable Lien on 

collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the 

Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code. 

255. “Secured Creditor Claims Disputed Distribution Amount” means (i) 100 percent (100%) of the 

aggregate amount of the premium and/or makewhole amounts that the First Lien Noteholders Group, the Jackson Ad 

Hoc Group, or the First Lien Notes Trustee claim became payable under the 8.00% First Lien Notes Indenture and the 

9.50% First Lien Notes Indenture as of the Petition Date, along with interest thereon at the contractual rate from the 

Petition Date through and including the Effective Date; provided, however, that amounts in the Secured Creditor 

Claims Disputed Distribution Reserve shall continue to accrue interest at the contractual rate under the applicable debt 

instruments (with such contractual interest to be deposited by the Reorganized Debtors into such reserve in periodic 

intervals following the Effective Date) until paid in accordance with any Final Order, provided that any accrual of 

interest in respect of the Secured Creditor Claims Disputed Distribution Reserve, or deposit of such interest therein, 

shall not be an admission, finding or decision as to the appropriate interest rate in respect thereof, and all parties’ rights 

are expressly reserved and preserved in connection therewith; provided, however, the Debtors and Reorganized 

Debtors shall support the Secured Creditor Settlement, as otherwise provided in the Plan and the Plan Support 

Agreement; provided, further, however, for the avoidance of doubt, no payments in connection with the Secured 

Creditor Settlement shall be made out of the deposit accounts of the HoldCos. 

256. “Secured Creditor Claims Disputed Distribution Reserve” means, in the event the Secured Creditor 

Settlement Order has not been entered or does not remain in effect as of the Effective Date, as determined by the 

Debtors or Reorganized Debtors with the consent (not to be unreasonably withheld) of the Required Consenting 

Jackson Crossover Group Members, the Required Consenting Jackson Ad Hoc Group Noteholders, and the Required 

Consenting First Lien Noteholders, either (a) a reserve that shall be established on the Effective Date or (b) the Secured 

Creditor Claims Disputed Distribution Trust Account that shall be established on the Effective Date, in each case 

funded by the Debtors with Cash in the amount of the Secured Creditor Claims Disputed Distribution Amount. 

257. “Secured Creditor Claims Disputed Distribution Trust Account” means an interest-bearing account 

funded by the Debtors with Cash on or before the Effective Date in an amount equal to the Secured Creditor Claims 

Disputed Distribution Amount, which shall be maintained in trust solely for the Holders of First Lien Notes Claims 

and for no other Entities until any Claims Allowed (or required to be paid so that all Allowed Claims of the First Lien 

Notes are Unimpaired) pursuant to a Final Order entered with respect to the Secured Creditor Claims Litigation have 

been irrevocably paid in full to the Holders of First Lien Notes Claims; provided that other than as set forth in the 

Plan, no Liens, claims, or interests shall encumber the Secured Creditor Claims Disputed Distribution Trust Account 

or Cash held in the Secured Creditor Claims Disputed Distribution Trust Account in any way. Such funds shall not 

be considered property of the Estates, the Debtors, or the Reorganized Debtors. 

258. “Secured Creditor Claims Litigation” means any litigation or proceeding (including, without 

limitation, any contested matter or adversary proceeding), brought by the Jackson Crossover Ad Hoc Group, the 

Creditors’ Committee, or any other party in interest (other than the Debtors) challenging the Allowance or treatment 

of, or asserting challenge to the First Lien Notes Claims Settlement, the 8.00% First Lien Notes Claims, and/or the 

9.50% First Lien Notes Claims, or any portion thereof relating to any premium or makewhole amount or interest 

thereon, (it being understood and agreed that the full amount of principal and all accrued but unpaid interest at the 

applicable contract rates on the First Lien Notes are, in all circumstances, Allowed and not subject to any dispute and 

shall be paid in full in Cash on the Effective Date), including the Objection of the Official Committee of Unsecured 

Creditors to Jackson Secured Creditors’ Claims to Make-Whole Premiums and Postpetition Interest at Default Rate

[Docket No. 1476]. 

259. “Secured Creditor Settlement” means that certain compromise and settlement by and among the 

Debtors and certain Prepetition Secured Parties consisting of the First Lien Notes Claims Settlement and the Term 

Loan Facility Claims Settlement as set forth in the Secured Creditor Settlement Term Sheet. 

260. “Secured Creditor Settlement Motion” means the motion to be filed by the Debtors with the 

Bankruptcy Court seeking approval of the First Lien Notes Claims Settlement pursuant to Bankruptcy Rule 9019, 

which motion shall be heard at the Confirmation Hearing. 

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261. “Secured Creditor Settlement Order” means an order of the Bankruptcy Court that has not been 

stayed approving the relief requested in the Secured Creditor Settlement Motion, which order shall be in form and 

substance reasonably acceptable to the Debtors and the Required Consenting First Lien Creditors. For the avoidance 

of doubt, the Secured Creditor Settlement Order shall not be the Confirmation Order. 

262. “Secured Creditor Settlement Term Sheet” means that certain term sheet, attached to the Plan 

Support Agreement, setting forth certain terms and conditions of the Secured Creditor Settlement. 

263. “Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be entitled to 

priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time 

limitations), including any related Secured Claim for penalties. 

264. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, or any similar federal, 

state, or local law, as now in effect or hereafter amended, and the rules and regulations promulgated thereunder. 

265. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act. 

266. “Senior Notes” means, collectively, the: (i) Jackson Senior Notes; (ii) Lux Senior Notes; 

(iii) Connect Senior Notes; and (iv) Convertible Senior Notes. 

267. “Senior Notes Claim” means any Claim arising under the Senior Notes Indentures. 

268. “Senior Notes Indenture Trustees” means, collectively, the 2021 and 2023 Lux Senior Notes 

Trustee, the Connect Senior Notes Trustee, the 2023 Jackson Senior Notes Trustee, the 2024 Jackson Senior Notes 

Trustee, the 2024 Lux Senior Notes Trustee, the 2025 Jackson Senior Notes Trustee, and the Convertible Senior Notes 

Trustee. 

269. “Senior Notes Indentures” means, collectively, the: (i) Jackson Senior Notes Indentures; (ii) Lux 

Senior Notes Indentures; (iii) Connect Senior Notes Indenture; and (iv) Convertible Senior Notes Indenture. 

270. “Series A CVR Agreement” means that certain agreement setting forth the full terms and conditions 

of the Series A CVRs, the form of which shall be included in the Plan Supplement, consistent with the terms set forth 

in the CVR Term Sheet, and in form and substance consistent with the PSA Definitive Document Requirements. 

271. “Series A CVRs” means those certain contingent value rights issued pursuant to the Plan and the 

Series A CVR Agreement and consistent with the terms set forth in the CVR Term Sheet. 

272. “Series B CVR Agreement” means that certain agreement setting forth the full terms and conditions 

of the Series B CVRs, the form of which shall be included in the Plan Supplement, consistent with the terms set forth 

in the CVR Term Sheet, and in form and substance consistent with the PSA Definitive Document Requirements. 

273. “Series B CVRs” means those certain contingent value rights issued pursuant to the Plan and the 

Series B CVR Agreement and consistent with the terms set forth in the CVR Term Sheet. 

274. “Settlement” means the compromise and settlement by and among the Debtors, as reflected in the 

Settlement Agreement, of: (a) the Debtor Intercompany Claims, including, the Historic Intercompany Transaction 

Claims, the 2018 Reorganization Claims and the Accelerated Relocation Payment Claims (including, without 

limitation, any claims with respect to which Debtor or Reorganized Debtor is entitled to receive any payments pursuant 

to the C-Band Order); (b) Claims and Causes of Action against any of the Debtors’ directors, managers, or officers, 

and other related Entities; and (c) the covenants and actions required of each party thereto to support the foregoing 

and to effectuate the Restructuring Transactions in a manner that maximizes tax asset value (but in all events consistent 

with this Plan (or the Non TopCo Plan, as applicable) and the exhibits to the Plan Support Agreement (including the 

Corporate Governance Term Sheet)). 

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275. “Settlement Agreement” means that certain settlement agreement by and among the Debtors 

reflecting the Settlement, which will be filed in the Plan Supplement, and as approved by the Settlement Order, which 

agreement shall be in form and substance consistent with the PSA Definitive Document Requirements and, for the 

avoidance of doubt, shall not modify the treatment of Claims and Interests set forth in the Plan (or the Non-TopCo 

Plan, as applicable) and the approval of which (by entry of the Settlement Order) shall be a condition precedent to 

Confirmation of the Plan (or the Non-TopCo Plan, as applicable), unless such condition has been waived pursuant to 

Article IX.C. 

276. “Settlement Order” means either an order of the Bankruptcy Court that is not stayed approving the 

Settlement Agreement pursuant to Bankruptcy Rule 9019 or the Confirmation Order, approving the Settlement 

Agreement pursuant to Bankruptcy Rule 9019, which order shall be in form and substance consistent with the PSA 

Definitive Document Requirements and, for the avoidance of doubt, shall not modify the treatment of Claims and 

Interests set forth in the Plan and the entry of which shall be a condition precedent to Confirmation of the Plan (or the 

Non-TopCo Plan, as applicable), unless such condition has been waived pursuant to Article IX.C. 

277. “Shareholders Agreement” has the meaning set forth in the Corporate Governance Term Sheet. 

278. “Solicitation Agent” means Bankruptcy Management Solutions, Inc. d/b/a Stretto, the notice, claims, 

and solicitation agent retained by the Debtors for the Chapter 11 Cases. 

279. “Solicitation Materials” means the ballots, provisional ballots, and other related materials drafted 

in connection with the solicitation of acceptances of the Plan, including, if applicable, a letter from the Creditors’ 

Committee in support of the Plan. 

280. “Special Meeting” means any annual, extraordinary or other general meeting of the shareholders (or 

equivalent meeting or convention of equity- or securityholders) of Intelsat or any of its Affiliates to, among other 

things, (i) authorize additional share capital as may be necessary or advisable to effectuate the Restructuring 

Transactions; (ii) authorize or amend the New Corporate Governance Documents, their predecessor documents, or 

similar governing document of Intelsat or any of its Affiliates as may be necessary or advisable to effectuate the 

Restructuring Transactions; (iii) accept the resignation of existing directors; (iv) elect new directors as set forth in the 

Corporate Governance Term Sheet; or (v) approve any other proposals that the Debtors deem necessary or advisable 

in connection therewith or otherwise in order to effectuate the Restructuring Transactions. 

281. “Taxes” means any and all U.S. federal, state or local, or foreign, income, gross receipts, license, 

payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, 

capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, 

personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other 

tax of any kind whatsoever (including any assessment, duty, fee or other charge in the nature of or in lieu of any such 

tax) and any interest, penalty, or addition thereto, whether disputed or not, imposed on the Debtors or Reorganized 

Debtors, as applicable, resulting from the Restructuring Transactions. 

282. “Term Loan Facility” means that certain prepetition first lien term loan facility provided for under 

the First Lien Credit Agreement. 

283. “Term Loan Facility Claim” means any Claim arising under the Term Loan Facility and the First 

Lien Credit Agreement. 

284. “Term Loan Facility Claims Settlement” means the compromise and settlement regarding the 

allowance and treatment of the Term Loan Facility Claims set forth in the Secured Creditor Settlement Term Sheet. 

285. “Third-Party Release” means the release given by each of the Releasing Parties to the Released 

Parties as set forth in Article VIII.E of the Plan. 

286. “TopCo Debtors” means Intelsat and/or Holdings SARL, as applicable. 

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287. “TopCo Guarantee Claims” means the claims asserted against the TopCo Guarantors in the proofs 

of claim filed in the Chapter 11 Cases by the Trustees for the Jackson Senior Notes and the Trustees for the Lux Senior 

Notes (including proofs of claim numbered 551, 552, 583, 584, 615, 616, 785, 788, 793, 794, 902, 903, 907, 910 and 

any pleading filed with the Bankruptcy Court in connection therewith). 

288. “TopCo Guarantors” means, together, Holdings SARL and Intelsat, each in its capacity as guarantor 

under the applicable Senior Notes Indentures. 

289. “Tranche B-3 Term Loans” has the meaning set forth in the DIP Order. 

290. “Tranche B-4 Term Loans” has the meaning set forth in the DIP Order. 

291. “Tranche B-5 Term Loans” has the meaning set forth in the DIP Order. 

292. “Transfer Agreement” means an executed form of the transfer agreement providing among other 

things, that a transferee is bound by the terms of the Plan Support Agreement. 

293. “U.S. Trustee” means the Office of the United States Trustee for the Eastern District of Virginia. 

294. “Unexpired Lease” means a lease of nonresidential real property to which one or more of the Debtors 

is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 

295. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the meaning of 

section 1124 of the Bankruptcy Code. 

296. “Unsecured Claim” means any Claim that is not an Administrative Claim, DIP Claim, Secured 

Claim, Secured Tax Claim, Other Secured Claim, Priority Tax Claim, Other Priority Claim, Intercompany Claim, 

Guarantee Claim, or Intercompany Senior Notes Claim. 

297. “Value Allocation” means that certain allocation of value among each Jackson Debtor set forth in 

Exhibit A, attached hereto, which may be amended, supplemented, or modified from time to time, including by order 

of the Bankruptcy Court in connection with Confirmation or otherwise. 

B. Rules of Interpretation 

For purposes herein: (a) in the appropriate context, each term, whether stated in the singular or the plural, 

shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall 

include the masculine, feminine, and the neuter gender; (b) except as otherwise provided in the Plan, any reference 

herein to an existing document, schedule or exhibit, whether or not Filed, having been Filed or to be Filed shall mean 

that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in 

accordance with the Plan or the Confirmation Order, as applicable; (c) unless otherwise specified herein, all references 

herein to “Articles” are references to Articles of the Plan; (d) unless otherwise stated herein, the words “herein,” 

“hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (e) captions and 

headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the 

interpretation hereof; (f) the words “include” and “including,” and variations thereof, shall not be deemed to be terms 

of limitation, and shall be deemed to be followed by the words “without limitation”; (g) unless otherwise specified, 

the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan; (h) any capitalized 

term used herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall 

have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (i) any 

docket number references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy 

Court in the Chapter 11 Cases; (j) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the 

like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like as applicable; 

(k) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as 

applicable, as such terms are defined under the applicable state limited liability company laws; and (l) any effectuating 

provisions may be interpreted by the Debtors, or after the Effective Date, the Reorganized Debtors in their sole 

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discretion in a manner consistent with the overall purpose and intent of the Plan all without further notice to or action, 

order, or approval of the Bankruptcy Court or any other Entity. 

C. Computation of Time 

Unless otherwise specifically stated in the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply in 

computing any period of time prescribed or allowed in the Plan. If the date on which a transaction may occur pursuant 

to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next 

Business Day. 

D. Governing Law 

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy 

Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles 

of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, 

documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set 

forth in those agreements, in which case the governing law of such agreement shall control). 

E. Reference to Monetary Figures 

All references in the Plan to monetary figures refer to currency of the United States of America, unless 

otherwise expressly provided herein. 

F. Reference to the Debtors or the Reorganized Debtors 

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or 

to the Reorganized Debtors mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context 

requires. 

G. Controlling Documents 

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall 

control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the Plan 

Supplement shall control. In the event of any inconsistency between any of the Plan, Plan Supplement, or the 

Disclosure Statement on the one hand, and the Confirmation Order on the other hand, the Confirmation Order shall 

control. 

H. Consent Rights 

Notwithstanding anything herein to the contrary, any and all consent rights of the parties to the Plan Support 

Agreement set forth in the Plan Support Agreement with respect to the form and substance of this Plan, the Definitive 

Documents, all exhibits to the Plan and the Plan Supplement, including any amendments, restatements, supplements, 

or other modifications to such agreements and documents and to the Plan Support Agreement, and any consents, 

waivers, or other deviations under or from any such documents and the Plan Support Agreement, shall be incorporated 

herein by this reference (including to the applicable definitions in Article I, Section A hereof) and be fully enforceable 

as if stated in full herein and, for the avoidance of doubt, the Definitive Documents shall be required to comply with 

the PSA Definitive Document Requirements. 

ARTICLE II. 

ADMINISTRATIVE AND PRIORITY CLAIMS 

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, and 

Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in Article III 

of the Plan. 

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A. DIP Claims 

All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (i) the principal 

amount outstanding under the DIP Facility on such date, (ii) all interest accrued and unpaid thereon to the date of 

payment, (iii) all accrued and unpaid fees, expenses, and non-contingent indemnification obligations payable under 

the DIP Credit Agreement and the DIP Order, and (iv) all other DIP Obligations as provided for in the DIP Credit 

Agreement other than Contingent DIP Obligations, which shall otherwise survive the Effective Date and shall be paid 

in full in Cash as soon as reasonably practicable after they become due and payable under the DIP Documents. Except 

to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, in full and final satisfaction, 

settlement, release, and discharge of, and in exchange for, each Allowed DIP Claim, each such Allowed DIP Claim 

shall receive on the Effective Date payment in full in Cash of such Holder’s Allowed DIP Claim. All reasonable and 

documented unpaid fees and expenses of the DIP Agent, including reasonable and documented fees, expenses, and 

costs of its advisors, shall be paid in Cash on the Effective Date. Contemporaneously with the foregoing receipt of 

payment in full in Cash of the Allowed DIP Claims, except with respect to Contingent DIP Obligations under the DIP 

Credit Agreement (which contingent obligations shall survive the Effective Date and shall continue to be governed by 

the DIP Credit Agreement), the DIP Facility, the DIP Credit Agreement, and all related loan documents shall be 

deemed cancelled, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the 

DIP Facility shall automatically terminate, and all collateral subject to such Liens shall be automatically released, in 

each case without further action by the DIP Agent or the DIP Lenders and all guarantees of the Debtors and 

Reorganized Debtors arising out of or related to the DIP Claims shall be automatically discharged and released, in 

each case without further action by the DIP Agent or the DIP Lenders. The DIP Agent and the DIP Lenders shall take 

all actions to effectuate and confirm such termination, release, and discharge as reasonably requested by the Debtors 

or the Reorganized Debtors, as applicable. For the avoidance of doubt, no DIP Claims shall be paid out of the deposit 

accounts of the HoldCos. 

B. Administrative Claims 

Unless otherwise agreed to by the Holders of an Allowed Administrative Claim and the Debtors, or the 

Reorganized Debtors, or as otherwise set forth in an order of the Bankruptcy Court (including pursuant to the 

procedures specified therein), as applicable, each Holder of an Allowed Administrative Claim (other than Holders of 

Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the 

United States Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to 

the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim 

is Allowed as of the Effective Date, on or as soon as reasonably practicable after the Effective Date (or, if not then 

due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such 

Administrative Claim is not Allowed as of the Effective Date, no later than ninety days after the date on which an 

order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; 

(3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their 

business after the Petition Date, in accordance with the terms and conditions of the particular transaction giving rise 

to such Allowed Administrative Claim without any further action by the Holders of such Allowed Administrative 

Claim; or (4) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court. 

C. Professional Fee Claims 

1. Professional Fee Escrow Account 

As soon as reasonably practicable after the Confirmation Date, and no later than one Business Day prior to 

the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the 

Professional Fee Escrow Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the 

Professionals and for no other Entities until all Professional Fee Claims Allowed by the Bankruptcy Court have been 

irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court. No Liens, 

claims, or interests shall encumber the Professional Fee Escrow Account or Cash held in the Professional Fee Escrow 

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Account in any way. Such funds shall not be considered property of the Estates, the Debtors, or the 

Reorganized Debtors. 

The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals 

from the funds held in the Professional Fee Escrow Account as soon as reasonably practicable after such Professional 

Fee Claims are Allowed by an order of the Bankruptcy Court; provided that obligations with respect to Allowed 

Professional Fee Claims shall not be limited nor be deemed limited to funds held in the Professional Fee Escrow 

Account. When all Professional Fee Claims Allowed by the Bankruptcy Court have been irrevocably paid in full to 

the Professionals pursuant to one or more Final Orders of the Bankruptcy Court, any remaining funds held in the 

Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors without any further notice to or 

action, order, or approval of the Bankruptcy Court or any other Entity. 

2. Final Fee Applications and Payment of Professional Fee Claims 

All final requests for payment of Professional Fee Claims for services rendered and reimbursement of 

expenses incurred prior to the Confirmation Date must be filed no later than forty-five (45) days after the Effective 

Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Fee Claims after notice and 

a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy Rules, and prior 

Bankruptcy Court orders. The amount of the Allowed Professional Fee Claims owing to the Professionals shall be 

paid in Cash to such Professionals, including from funds held in the Professional Fee Escrow Account when such 

Professional Fee Claims are Allowed by entry of an order of the Bankruptcy Court. 

Following the Effective Date, the Disinterested Directors and Managers shall retain authority solely with 

respect to matters related to Professional Fee Claim requests by Professionals acting at their direction in accordance 

with the terms of the Plan. Further, the Disinterested Directors and Managers, in such capacity, shall not have any of 

their respective privileged and confidential documents, communications or information transferred (or deemed 

transferred) to the Reorganized Debtors. 

The funding of the Professional Fee Escrow Amount for Allowed Professional Fee Claims and the payment 

of any unpaid Restructuring Expenses shall be paid from the Cash on hand at the Debtors on the Effective Date. 

The HoldCos shall fund the Professional Fee Escrow Account for the estimated remaining aggregate 

Professional Fee Claims and shall pay Restructuring Expenses according to the following allocation (the “HoldCo 

Allocation”): 

• one hundred percent (100%) of Allowed Professional Fee Claims for Professionals (i) retained by the 

HoldCos’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the benefit 

of the HoldCos; provided, that such Allowed Professional Fee Claims shall be paid (a) first from any Cash 

on hand on the Effective Date of the HoldCos (x) that retained such professional or (y) for whose exclusive 

benefit such Professional was retained, (b) second, to the extent of any remaining unsatisfied Allowed 

Professional Fee Claims, from any Cash on hand on the Effective Date of any other HoldCo that was a coobligor of the HoldCo Senior Notes issued by the HoldCos (x) that retained such professionals or (y) for 

whose exclusive benefit such Professional was retained, and (c) third, to the extent of any remaining 

unsatisfied Allowed Professional Fee Claims, pro rata from the Cash on hand on the Effective Date of any 

other HoldCos; 

• one hundred percent (100%) of the Restructuring Expenses of the HoldCo Creditor Ad Hoc Group; provided 

that such expenses shall be paid pro rata from Cash on hand on the Effective Date at Envision and ICF; and 

• twenty-three percent (23%) of (i) Allowed Professional Fee Claims for Professionals retained by the Debtors 

(other than (1) Allowed Professional Fee Claims allocated pursuant to the previous two bullets or (2) any 

Professionals for which the Jackson Debtors are solely responsible for payment), and (ii) Allowed 

Professional Fee Claims for professionals retained by the Committee; provided that such expenses shall be 

paid pro rata from Cash on hand on the Effective Date of the HoldCos. 

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For purposes of determining any “pro rata” payment of Allowed Professional Fee Claims and Restructuring 

Expenses from Cash on hand at the HoldCos on the Effective Date, (i) payment shall be allocated based on the amount 

of Cash on hand at each applicable HoldCo on the Effective Date and (ii) such Cash on the Effective Date shall include, 

in the case of Intelsat, LuxCo, Envision, and ICF, as applicable, the proceeds of the New Debt provided for in the S.A. 

Unsecured Recovery, LuxCo Unsecured Recovery, Envision Unsecured Recovery, and ICF Unsecured Recovery, 

respectively (if any). For example, if Envision has $10, ICF has $5, and Intelsat has $5, then Envision’s pro rata share 

shall be 50%, ICF’s pro rata share shall be 25% and Intelsat’s pro rata share shall be 25%. For the avoidance of 

doubt, no other professional fees and expenses shall be paid from Cash on hand at the HoldCos. 

For the avoidance of doubt, if one HoldCo (the “Payor”) pays or otherwise satisfies the Professional Fee 

Claims of another HoldCo (the “Obligor”) pursuant to this HoldCo Allocation (such payment or other satisfaction, 

the “Allocation Payment”), the Payor shall not be entitled to seek contribution, indemnification, subrogation, or to 

otherwise assert a Claim against the Obligor on account of such Allocation Payment. 

Jackson shall fund the Professional Fee Escrow Account for the estimated remaining aggregate Professional 

Fee Claims and shall pay Restructuring Expenses according to the following allocation: 

• one hundred percent (100%) of Allowed Professional Fee Claims for Professionals (i) retained by the Jackson 

Debtors’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the benefit 

of the Jackson Debtors; 

• one hundred percent (100%) of the Restructuring Expenses of the Jackson Ad Hoc Group, the Jackson 

Crossover Ad Hoc Group, and the Jackson First Lien Noteholder Group; and 

• seventy-seven percent (77%) of (i) Allowed Professional Fee Claims for Professionals retained by the 

Debtors (other than (1) Allowed Professional Fee Claims allocated pursuant to the previous two bullets or 

(2) any Professionals for which the HoldCos are solely responsible for payment) and (ii) Allowed 

Professional Fee Claims for professionals retained by the Committee. 

For the avoidance of doubt, the allocation set forth in the foregoing clauses in Article II.C.2. of the Plan shall 

apply to any Professional Fee Claims and Restructuring Expenses incurred during the Chapter 11 Cases through the 

Effective Date. To the extent any Professional Fee Claims or Restructuring Expenses paid during the Chapter 11 

Cases does not comply with the foregoing allocation, then there shall be a proportional rebalancing of Cash on hand 

between the applicable Debtors, so that the aggregate Professional Fee Claims and Restructuring Expenses paid during 

the Chapter 11 Cases match the foregoing allocation. 

Notwithstanding the foregoing allocations, solely to the extent any fees and expenses of the Convert Ad Hoc 

Group are required to be paid by a Final Order, such fees and expenses shall be paid (i) first from Cash on hand at 

Intelsat on the Effective Date (including the $37.5 million included in the S.A. Unsecured Recovery), and (ii) second, 

to the extent of any remaining amounts, (a) one-hundred percent (100%) by the HoldCos for such remaining fees and 

expenses incurred on or prior to June 30, 2021, and (b) fifty percent (50%) by the HoldCos and fifty percent (50%) 

by Jackson for such remaining fees and expenses incurred after June 30, 2021. 

3. Professional Fee Escrow Amount 

The Professionals shall provide a reasonable and good-faith estimate of their fees and expenses incurred in 

rendering services to the Debtors before and as of the Effective Date projected to be outstanding as of the Effective 

Date, and shall deliver such estimate to the Debtors no later than ten days before the anticipated Effective Date; 

provided, however, that such estimate shall not be considered an admission or limitation with respect to the fees and 

expenses of such Professional and such Professionals are not bound to any extent by the estimates. If a Professional 

does not provide an estimate, the Debtors shall estimate a reasonable amount of unbilled fees and expenses of such 

Professional, taking into account any prior payments; provided, however, that such estimate shall not be binding or 

considered an admission with respect to the fees and expenses of such Professional. The total aggregate amount so 

estimated as of the Effective Date shall be utilized by the Debtors to determine the amount to be funded to the 

Professional Fee Escrow Account, provided that the Reorganized Debtors shall use Cash on hand to increase the 

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amount of the Professional Fee Escrow Account to the extent fee applications are filed after the Effective Date in 

excess of the amount held in the Professional Fee Escrow Account based on such estimates. 

4. Post-Confirmation Date Fees and Expenses. 

From and after the Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall, in the 

ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, 

pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation 

of the Plan and Consummation incurred by the Debtors or the Reorganized Debtors, as applicable, consistent with the 

allocation set forth in Article II.C.2. of the Plan. Upon the Confirmation Date, any requirement that Professionals 

comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for 

services rendered after such date shall terminate, and the Debtors may employ and pay any Professional in the ordinary 

course of business without any further notice to or action, order, or approval of the Bankruptcy Court. 

The Debtors and Reorganized Debtors, as applicable, shall pay, within ten business days after submission of 

a detailed invoice to the Debtors or Reorganized Debtors, as applicable, such reasonable claims for compensation or 

reimbursement of expenses incurred by the retained Professionals of the Debtors or the Reorganized Debtors, as 

applicable, as well as all reasonable and documented fees and expenses of the Consenting Creditors, in accordance 

with the terms and conditions of the Plan Support Agreement. If the Debtors or Reorganized Debtors, as applicable, 

dispute the reasonableness of any such invoice, the Debtors or Reorganized Debtors, as applicable, or the affected 

professional may submit such dispute to the Bankruptcy Court for a determination of the reasonableness of any such 

invoice, and the disputed portion of such invoice shall not be paid until the dispute is resolved. 

D. Priority Tax Claims 

Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed by the Holder of an 

Allowed Priority Tax Claim and the applicable Debtor or Reorganized Debtor, each Holder of an Allowed Priority 

Tax Claim will, at the option of the applicable Debtor or Reorganized Debtor, in full satisfaction of its Allowed Priority 

Tax Claim that is due and payable on or before the Effective Date, either (i) receive Cash equal to the amount of such 

Allowed Priority Tax Claim on the Effective Date or (ii) otherwise be treated in accordance with the terms set forth 

in section 1129(a)(9)(C) of the Bankruptcy Code. 

ARTICLE III. 

CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS 

A. Classification of Claims and Interests 

This Plan constitutes a single Plan for all of the Debtors. Except for the Claims addressed in Article II of the 

Plan, all Claims and Interests are classified in the Classes set forth below in accordance with section 1122 of the 

Bankruptcy Code. A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interest 

qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the 

Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is classified in a 

particular Class for the purpose of receiving distributions under the Plan only to the extent that such Claim or Interest 

is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise satisfied prior to the 

Effective Date. 

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The following represents the classification of Claims and Interests for each Debtor pursuant to the Plan: 

1. Class Identification for Other Claims or Interests 

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, 

and Interests in, the Debtors pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

A1 Other Secured Claims Unimpaired Not Entitled to Vote 

(Deemed to Accept) 

A2 Other Priority Claims Unimpaired Not Entitled to Vote 

(Deemed to Accept) 

A3 Debtor Intercompany Claims Impaired / 

Unimpaired 

Not Entitled to Vote 

(Deemed to Accept 

or Reject) 

A4 Non-Debtor Intercompany Claims Impaired / 

Unimpaired 

Not Entitled to Vote 

(Deemed to Accept 

or Reject) 

A5 Intercompany Interests Impaired / 

Unimpaired 

Not Entitled to Vote 

(Deemed to Accept 

or Reject) 

A6 Term Loan Facility Claims Impaired Entitled to Vote 

A7 8.00% First Lien Notes Claims Impaired Entitled to Vote 

A8 9.50% First Lien Notes Claims Impaired Entitled to Vote 

2. Class Identification for Jackson 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Jackson pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

B1 Unsecured Claims Impaired Entitled to Vote 

3. Class Identification for Jackson Subsidiaries 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Jackson Subsidiaries pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

C1 Unsecured Claims Impaired Entitled to Vote 

4. Class Identification for ICF 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

ICF pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

D1 Unsecured Claims Impaired Entitled to Vote 

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5. Class Identification for Envision 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Envision pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

E1 Unsecured Claims Impaired Entitled to Vote 

6. Class Identification for LuxCo 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

LuxCo pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

F1 Unsecured Claims Impaired Entitled to Vote 

7. Class Identification for Investments 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Investments pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

G1 Unsecured Claims Impaired Entitled to Vote 

8. Class Identification for Holdings 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Holdings pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

H1 Unsecured Claims Impaired Entitled to Vote 

9. Class Identification for Holdings SARL 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against 

Holdings SARL pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

I1 Unsecured Claims Impaired Entitled to Vote 

I2 TopCo Guarantee Claims Impaired Entitled to Vote 

10. Class Identification for Intelsat 

 Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, 

and Interests in, Intelsat pursuant to the Plan. 

Class Claim or Interest Status Voting Rights 

J1 Unsecured Claims Impaired Entitled to Vote 

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Class Claim or Interest Status Voting Rights 

J2 TopCo Guarantee Claims Impaired Entitled to Vote 

J3 Intelsat Interests Impaired Not Entitled to Vote 

(Deemed to Reject) 

B. Treatment of Classes of Claims and Interests 

Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the 

treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such 

Holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Reorganized 

Debtors and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the 

Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date or 

as soon as reasonably practicable thereafter. 

Other Claims 

1. Class A1 — Other Secured Claims 

(a) Classification: Class A1 consists of any Other Secured Claims. 

(b) Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees 

to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, 

release, and discharge of and in exchange for each Allowed Other Secured Claim, each 

such Holder shall receive, at the option of the applicable Debtor(s) (with the consent of the 

Required Consenting Jackson Crossover Group Members and, solely if such Claim is 

against a HoldCo, the Required Consenting HoldCo Creditors), either: 

(i) payment in full in Cash; 

(ii) delivery of collateral securing such Allowed Other Secured Claim and payment 

of any interest required under section 506(b) of the Bankruptcy Code; 

(iii) Reinstatement of such Allowed Other Secured Claim; or 

(iv) such other treatment rendering its Allowed Other Secured Claim Unimpaired in 

accordance with section 1124 of the Bankruptcy Code. 

(c) Voting: Class A1 is Unimpaired under the Plan. Holders of Allowed Other Secured Claims 

are conclusively presumed to have accepted the Plan under section 1126(f) of the 

Bankruptcy Code. Holders of Allowed Other Secured Claims are not entitled to vote to 

accept or reject the Plan. 

2. Class A2 — Other Priority Claims 

(a) Classification: Class A2 consists of any Other Priority Claims. 

(b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees 

to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, 

release, and discharge of and in exchange for each Allowed Other Priority Claim, each 

such Holder shall receive, at the option of the applicable Debtor(s) (with the consent of the 

Required Consenting Jackson Crossover Group Members and, solely if such Claim is 

against a HoldCo, the Required Consenting HoldCo Creditors), either: 

(i) payment in full in Cash; or 

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(ii) such other treatment rendering its Allowed Other Priority Claim Unimpaired in 

accordance with section 1124 of the Bankruptcy Code. 

(c) Voting: Class A2 is Unimpaired under the Plan. Holders of Allowed Other Priority Claims 

are conclusively presumed to have accepted the Plan under section 1126(f) of the 

Bankruptcy Code. Holders of Allowed Other Priority Claims are not entitled to vote to 

accept or reject the Plan. 

3. Class A3 — Debtor Intercompany Claims 

(a) Classification: Class A3 consists of any Debtor Intercompany Claims. 

(b) Treatment: Each Allowed Debtor Intercompany Claim shall, at the option of the Debtors 

(with the consent of the Required Consenting Jackson Crossover Group Members and, 

solely if such Claim is against a HoldCo, the Required Consenting HoldCo Creditors), 

either on or after the Effective Date, be: 

(ii) Reinstated; or 

(iii) distributed, contributed, set off, settled, canceled and released, or otherwise 

addressed at the option of the Debtors (with the consent of the Required 

Consenting Jackson Crossover Group Members and, solely if such Claim is 

against a HoldCo, the Required Consenting HoldCo Creditors), without any 

distribution on account of such Claims. 

(c) Voting: Subject to the terms of the Settlement Agreement and the Settlement Order, 

Holders of Allowed Debtor Intercompany Claims are either Unimpaired and are 

conclusively presumed to have accepted the Plan under section 1126(f) or Impaired and 

are conclusively presumed to have rejected the Plan pursuant to section 1126(g). Holders 

of Allowed Debtor Intercompany Claims are not entitled to vote to accept or reject the 

Plan. 

4. Class A4 — Non-Debtor Intercompany Claims 

(a) Classification: Class A4 consists of any Non-Debtor Intercompany Claims. 

(b) Treatment: Subject to the terms of the Settlement Agreement and the Settlement Order, 

except to the extent otherwise provided in the Restructuring Steps Memorandum or the 

Plan, each Allowed Non-Debtor Intercompany Claim shall, at the option of the Debtors 

(with the consent of the Required Consenting Jackson Crossover Group Members and, 

solely if such Claim is against a HoldCo, the Required Consenting HoldCo Creditors), 

either on or after the Effective Date, be: 

(i) Reinstated; or 

(ii) distributed, contributed, set off, settled, canceled and released, or otherwise 

addressed at the option of the Debtors (with the consent of the Required 

Consenting Jackson Crossover Group Members and, solely if such Claim is 

against a HoldCo, the Required Consenting HoldCo Creditors), without any 

distribution on account of such Claims. 

(c) Voting: Holders of Allowed Non-Debtor Intercompany Claims are either Unimpaired and 

are conclusively presumed to have accepted the Plan under section 1126(f) or Impaired and 

are conclusively presumed to have rejected the Plan pursuant to section 1126(g). Holders 

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of Allowed Non-Debtor Intercompany Claims are not entitled to vote to accept or reject 

the Plan. 

5. Class A5 — Intercompany Interests 

(a) Classification: Class A5 consists of any Intercompany Interests. 

(b) Treatment: Except to the extent otherwise provided in the Restructuring Steps 

Memorandum, on the Effective Date, Intercompany Interests shall, at the option of the 

Debtors (with the consent of the Required Consenting Jackson Crossover Group Members 

and, solely if such Claim is against a HoldCo, the Consenting HoldCo Creditors), either 

be: 

(i) Reinstated; or 

(ii) discharged, cancelled, released, and extinguished and of no further force or effect 

without any distribution on account of such Interests. 

(c) Voting: Holders of Allowed Intercompany Interests are conclusively deemed to have 

accepted the Plan pursuant to section 1126(f) or rejected the Plan pursuant to 

section 1126(g) of the Bankruptcy Code. Holders of Allowed Intercompany Interests are 

not entitled to vote to accept or reject the Plan. 

6. Class A6 — Term Loan Facility Claims 

(a) Classification: Class A6 consists of any Term Loan Facility Claims. 

(b) Allowance: Term Loan Facility Claims shall be Allowed against all of the obligors and 

guarantors under the Term Loan Facility in accordance with the Term Loan Facility Claims 

Settlement. 

(c) Treatment: Except to the extent that a Holder of an Allowed Term Loan Facility Claim 

agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Allowed Term Loan Facility 

Claim, each Holder of an Allowed Term Loan Facility Claim shall receive payment in full 

in Cash as compromised in accordance with the Term Loan Facility Claims Settlement;

provided, however, for the avoidance of doubt, no distributions to Holders of Allowed 

Term Loan Facility Claims shall be made out of the deposit accounts of the HoldCos. 

(d) Voting: Class A6 is Impaired under the Plan. Holders of Allowed Term Loan Facility 

Claims are entitled to vote to accept or reject the Plan. 

7. Class A7 — 8.00% First Lien Notes Claims 

(a) Classification: Class A7 consists of any 8.00% First Lien Notes Claims. 

(b) Allowance: 8.00% First Lien Notes Claims shall be Allowed against all of the obligors and 

guarantors under the 8.00% First Lien Notes Indenture (x) in accordance with the Secured 

Creditor Settlement, if the Secured Creditor Settlement Order has been entered and remains 

in effect and (y) in the event the Secured Creditor Settlement Order has not been entered 

or does not remain in effect, in an amount equal to: (i) the full outstanding principal 

amount; (ii) any accrued and unpaid interest on the principal amount through and including 

the Effective Date at the contractual rate; and (iii) such additional amounts as may be 

determined in a Final Order sufficient to render the 8.00% First Lien Notes Claims 

Unimpaired. For the avoidance of doubt, in the event that the Secured Creditor Settlement 

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Order has not been entered or does not remain in effect, the 8.00% First Lien Notes Claims 

shall be treated as Unimpaired and Holders of 8.00% First Lien Notes Claims shall not be 

bound by the Secured Creditor Settlement and shall be entitled to seek allowance in full of 

their 8.00% First Lien Notes Claims in an amount sufficient to render the 8.00% First Lien 

Notes Claims Unimpaired, including to seek interest (at the contractual rate) on, or as part 

of, such Claims until such Claims are paid in full, and all parties’ rights are reserved in 

connection with any such litigation. 

(c) Treatment: Except to the extent that a Holder of an Allowed 8.00% First Lien Notes Claim 

agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Allowed 8.00% First Lien 

Notes Claim, each Holder of an Allowed 8.00% First Lien Notes Claim shall receive 

payment in full in Cash of its Pro Rata share of (x) the full amount of all 8.00% First Lien 

Notes Claims as compromised in accordance with the Secured Creditor Settlement, if the 

Secured Creditor Settlement Order has been entered and remains in effect as of the 

Effective Date, subject to recoupment and reduction, or supplementation and increase, in 

the payment of the amounts specified in clause (iii) below in the event and to the extent of 

entry of a subsequent Final Order inconsistent with the Secured Creditor Settlement Order, 

or (y) as otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has 

not been entered or does not remain in effect as of the Effective Date; provided, however, 

that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has not 

been entered as of the Effective Date or does not remain in effect as of the Effective Date 

(or is vacated or reversed after the Effective Date pursuant to a Final Order), the Plan shall 

be deemed to be amended so as to treat the Holders of Allowed 8.00% First Lien Notes 

Claims as Unimpaired and the Holders of Allowed 8.00% First Lien Notes Claims shall 

receive payment in full, in Cash of: (i) the full outstanding principal amount; (ii) any 

accrued and unpaid interest on the principal amount through the Effective Date at the 

contractual rate; and (iii) such additional amounts (including any premium or makewhole 

amounts and any contractual or other interest thereon), if any, as may be determined in a 

Final Order sufficient to render the 8.00% First Lien Notes Claims Unimpaired (and, for 

the avoidance of doubt, all parties’ (other than the Debtors and the Reorganized Debtors) 

rights in respect of the additional amounts necessary to render the 8.00% First Lien Notes 

Claims Unimpaired shall be expressly reserved and preserved), with the payment of the 

amounts specified in clauses (i) and (ii) to occur on the Effective Date and the payment of 

the amounts specified in clause (iii) to occur as soon as practicable after entry of the Final 

Order; provided, further, however, that in no event shall the amounts specified in clauses 

(i) and (ii) be subject to recoupment and reduction, or supplementation and increase;

provided, further, however, for the avoidance of doubt, no distributions to Holders of 

Allowed 8.00% First Lien Notes Claims shall be made out of the deposit accounts of the 

HoldCos. 

(d) Voting: Class A7 is Impaired under the Plan. Holders of Allowed 8.00% First Lien Notes 

Claims are entitled to vote to accept or reject the Plan. 

8. Class A8 — 9.50% First Lien Notes Claims 

(a) Classification: Class A8 consists of any 9.50% First Lien Notes Claims. 

(b) Allowance: 9.50% First Lien Notes Claims shall be Allowed against all of the obligors and 

guarantors under the 9.50% First Lien Notes Indenture (x) in accordance with the Secured 

Creditor Settlement, if the Secured Creditor Settlement Order has been entered and remains 

in effect and (y) in the event the Secured Creditor Settlement Order has not been entered 

or does not remain in effect, in an amount equal to: (i) the full outstanding principal 

amount; (ii) any accrued and unpaid interest on the principal amount through and including 

the Effective Date at the contractual rate; and (iii) such additional amounts as may be 

determined in a Final Order sufficient to render the 9.50% First Lien Notes Claims 

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Unimpaired. For the avoidance of doubt, in the event that the Secured Creditor Settlement 

Order has not been entered or does not remain in effect, the 9.50% First Lien Notes Claims 

shall be treated as Unimpaired and Holders of 9.50% First Lien Notes Claims shall not be 

bound by the Secured Creditor Settlement and shall be entitled to seek allowance in full of 

their 9.50% First Lien Notes Claims in an amount sufficient to render the 9.50% First Lien 

Notes Claims Unimpaired, including to seek interest (at the contractual rate) on, or as part 

of, such Claims until such Claims are paid in full, and all parties’ rights are reserved in 

connection with any such litigation. 

(c) Treatment: Except to the extent that a Holder of an Allowed 9.50% First Lien Notes Claim 

agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Allowed 9.50% First Lien 

Notes Claim, each Holder of an Allowed 9.50% First Lien Notes Claim shall receive 

payment in full in Cash of its Pro Rata share of (x) the full amount of all 9.50% First Lien 

Notes Claims as compromised in accordance with the Secured Creditor Settlement, if the 

Secured Creditor Settlement Order has been entered and remains in effect as of the 

Effective Date, subject to recoupment and reduction, or supplementation and increase, in 

the payment of the amounts specified in clause (iii) below in the event and to the extent of 

entry of a subsequent Final Order inconsistent with the Secured Creditor Settlement Order, 

or (y) as otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has 

not been entered or does not remain in effect as of the Effective Date; provided, however, 

that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has not 

been entered as of the Effective Date or does not remain in effect as of the Effective Date 

(or is vacated or reversed after the Effective Date pursuant to a Final Order), the Plan shall 

be deemed to be amended so as to treat the Holders of Allowed 9.50% First Lien Notes 

Claims as Unimpaired and the Holders of Allowed 9.50% First Lien Notes Claims shall 

receive payment in full, in Cash of: (i) the full outstanding principal amount; (ii) any 

accrued and unpaid interest on the principal amount through the Effective Date at the 

contractual rate; and (iii) such additional amounts (including any premium or makewhole 

amounts and any contractual or other interest thereon), if any, as may be determined in a 

Final Order sufficient to render the 9.50% First Lien Notes Claims Unimpaired (and, for 

the avoidance of doubt, all parties’ (other than the Debtors and the Reorganized Debtors) 

rights in respect of the additional amounts necessary to render the 9.50% First Lien Notes 

Claims Unimpaired shall be expressly reserved and preserved), with the payment of the 

amounts specified in clauses (i) and (ii) to occur on the Effective Date and the payment of 

the amounts specified in clause (iii) to occur as soon as practicable after entry of the Final 

Order; provided, further, however, that in no event shall the amounts specified in clauses 

(i) and (ii) be subject to recoupment and reduction, or supplementation and increase;

provided, further, however, for the avoidance of doubt, no distributions to Holders of 

Allowed 9.50% First Lien Notes Claims shall be made out of the deposit accounts of the 

HoldCos. 

(d) Voting: Class A8 is Impaired under the Plan. Holders of Allowed 9.50% First Lien Notes 

Claims are entitled to vote to accept or reject the Plan. 

Claims against Jackson 

9. Class B1 — Unsecured Claims against Jackson 

(a) Classification: Class B1 consists of any Unsecured Claims against Jackson. 

(b) Allowance: Unsecured Claims against Jackson shall be Allowed in an amount which 

includes $7,056,881,021 on account of Jackson Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Jackson agrees to less favorable treatment of its Allowed Claim, in full and final 

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satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Jackson, each Holder of an Allowed Unsecured Claim against Jackson shall 

receive its Pro Rata share of the Jackson Unsecured Recovery. 

(d) Voting: Class B1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Jackson are entitled to vote to accept or reject the Plan. 

Claims against Jackson Subsidiaries 

10. Class C1 — Unsecured Claims against Jackson Subsidiaries 

(a) Classification: Class C1 consists of any Unsecured Claims against Jackson Subsidiaries. 

(b) Allowance: Unsecured Claims against Jackson Subsidiaries shall be Allowed in an amount 

which includes $7,056,881,021 on account of Jackson Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Jackson Subsidiaries agrees to less favorable treatment of its Allowed Claim, in full and 

final satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Jackson Subsidiaries, each Holder of an Allowed Unsecured Claim against 

Jackson Subsidiaries shall receive its Pro Rata share of the Jackson Unsecured Recovery. 

(d) Voting: Class C1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Jackson Subsidiaries are entitled to vote to accept or reject the Plan. 

Claims against ICF 

11. Class D1 —Unsecured Claims against ICF 

(a) Classification: Class D1 consists of any Unsecured Claims against ICF. 

(b) Allowance: Unsecured Claims against ICF shall be Allowed in an amount which includes 

$1,298,819,444 on account of Connect Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against ICF 

agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Unsecured Claim against 

ICF, each Holder of an Allowed Unsecured Claim against ICF shall receive its Pro Rata 

share of the ICF Unsecured Recovery. 

(d) Voting: Class D1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against ICF are entitled to vote to accept or reject the Plan. 

Claims against Envision 

12. Class E1 — Unsecured Claims against Envision 

(a) Classification: Class E1 consists of any Unsecured Claims against Envision. 

(b) Allowance: Unsecured Claims against Envision shall be Allowed in an amount which 

includes $1,298,819,444 on account of Connect Senior Notes Claims and $409,946,250 on 

account of Convertible Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Envision agrees to less favorable treatment of its Allowed Claim, in full and final 

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satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Envision, each Holder of an Allowed Unsecured Claim against Envision 

shall receive its Pro Rata share of the Envision Unsecured Recovery. 

(d) Voting: Class E1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Envision are entitled to vote to accept or reject the Plan. 

Claims against LuxCo

13. Class F1 — Unsecured Claims against LuxCo 

(a) Classification: Class F1 consists of any Unsecured Claims against LuxCo. 

(b) Allowance: Unsecured Claims against LuxCo shall be Allowed in an amount which 

includes (i)(A) $435,909,013 on account of the 2021 Lux Senior Notes Claims, 

(B) $920,816,822 on account of the 2023 Lux Senior Notes Claims, and (C) $111,490 on 

account of the 2024 Lux Senior Notes Claims, and (ii) $1,298,819,444 on account of 

Connect Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

LuxCo agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Unsecured Claim against 

LuxCo, each Holder of an Allowed Unsecured Claim against LuxCo shall receive its Pro 

Rata share of the LuxCo Unsecured Recovery; provided, for the avoidance of doubt, that 

there shall be no distribution of any portion of the LuxCo Unsecured Recovery on account 

of (i) the Intercompany Senior Notes Claims and (ii) the Connect Senior Notes Claims, in 

each instance as a result of the settlements and compromises set forth in the Plan and Plan 

Support Agreement. 

(d) Voting: Class F1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against LuxCo are entitled to vote to accept or reject the Plan. 

Claims against Investments

14. Class G1 — Unsecured Claims against Investments 

(a) Classification: Class G1 consists of any Unsecured Claims against Investments. 

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Investments agrees to less favorable treatment of its Allowed Claim, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Investments, each Holder of an Allowed Unsecured Claim against 

Investments shall receive its Pro Rata share of the Investments Unsecured Recovery. 

(c) Voting: Class G1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Investments are entitled to vote to accept or reject the Plan. 

Claims against Holdings

15. Class H1 — Unsecured Claims against Holdings 

(a) Classification: Class H1 consists of any Unsecured Claims against Holdings. 

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Holdings agrees to less favorable treatment of its Allowed Claim, in full and final 

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satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Holdings, each Holder of an Allowed Unsecured Claim against Holdings 

shall receive its Pro Rata share of the Holdings Unsecured Recovery. 

(c) Voting: Class H1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Holdings are entitled to vote to accept or reject the Plan. 

Claims against Holdings SARL

16. Class I1 — Unsecured Claims against Holdings SARL 

(a) Classification: Class I1 consists of any Unsecured Claims against Holdings SARL. 

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Holdings SARL agrees to less favorable treatment of its Allowed Claim, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Holdings SARL, each Holder of an Allowed Unsecured Claim against 

Holdings SARL shall receive its Pro Rata share of the Holdings SARL Unsecured 

Recovery. 

(c) Voting: Class I1 is Impaired under the Plan. Holders of Allowed Unsecured Claims against 

Holdings SARL are entitled to vote to accept or reject the Plan. 

17. Class I2 — TopCo Guarantee Claims against Holdings SARL 

(a) Classification: Class I2 consists of any TopCo Guarantee Claims against Holdings SARL. 

(b) Treatment: Except to the extent that a Holder of an Allowed TopCo Guarantee Claim 

against Holdings SARL agrees to less favorable treatment of its Allowed Claim, in full and 

final satisfaction, settlement, release, and discharge of and in exchange for each TopCo 

Guarantee Claim against Holdings SARL, each Holder of an Allowed TopCo Guarantee 

Claim against Holdings SARL shall receive its Pro Rata share of the Holdings SARL 

Unsecured Recovery. 

(c) Voting: Class I2 is Impaired under the Plan. Holders of Allowed TopCo Guarantee Claims 

against Holdings SARL are provisionally entitled to vote to accept or reject the Plan 

pending final allowance of such Claims. 

Claims against Intelsat 

18. Class J1 — Unsecured Claims against Intelsat 

(a) Classification: Class J1 consists of any Unsecured Claims against Intelsat. 

(b) Allowance: Unsecured Claims against Intelsat shall be Allowed in an amount which 

includes $409,946,250 on account of Convertible Senior Notes Claims. 

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against 

Intelsat agrees to less favorable treatment of its Allowed Claim (including, for the 

avoidance of doubt, the HoldCo Creditor Ad Hoc Group Waiver), in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured 

Claim against Intelsat, each Holder of an Allowed Unsecured Claim against Intelsat shall 

receive its Pro Rata share of the S.A. Unsecured Recovery. 

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(d) Voting: Class J1 is Impaired under the Plan. Holders of Allowed Unsecured Claims 

against Intelsat are entitled to vote to accept or reject the Plan. 

19. Class J2 — TopCo Guarantee Claims against Intelsat 

(a) Classification: Class J2 consists of any TopCo Guarantee Claims against Intelsat. 

(b) Treatment: Except to the extent that a Holder of an Allowed TopCo Guarantee Claim 

against Intelsat agrees to less favorable treatment of its Allowed Claim, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each TopCo 

Guarantee Claim against Intelsat, each Holder of an Allowed TopCo Guarantee Claim 

against Intelsat shall receive its Pro Rata share of the S.A. Unsecured Recovery; provided 

that 30 percent (30%) of any distributions made on account of TopCo Guarantee Claims 

against Intelsat to the Jackson Senior Notes Trustees shall be gifted Pro Rata to Holders of 

Connect Senior Notes Claims in consideration for the covenants, compromises, releases, 

and other benefits provided by the members of the HoldCo Creditor Ad Hoc Group 

pursuant to the Plan Support Agreement; provided that the aggregate value of such gift 

shall not exceed $6 million. 

(c) Voting: Class J2 is Impaired under the Plan. Holders of Allowed TopCo Guarantee Claims 

against Intelsat are provisionally entitled to vote to accept or reject the Plan pending final 

allowance of such Claims. 

20. Class J3 — Interests in Intelsat 

(a) Classification: Class J3 consists of all Interests in Intelsat. 

(b) Treatment: No distributions shall be made under the Plan in respect of Interests in Intelsat. 

On the Effective Date, Holders of Interests in Intelsat shall have their Interests in Intelsat 

diluted and extinguished by the equity distributions made pursuant to the Plan and shall 

receive no distribution on account of their Interests. Holders of Interests may receive a de 

minimis Cash payment in lieu of any fractional interest retained. 

(c) Voting: Class J3 is Impaired under the Plan. Holders of Allowed Interests are conclusively 

presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. 

Holders of Allowed Interests in Intelsat are not entitled to vote to accept or reject the Plan. 

C. Special Provision Governing Unimpaired Claims 

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized 

Debtors’ rights regarding any Unimpaired Claim, including all rights regarding legal and equitable defenses to or 

setoffs or recoupments against any such Unimpaired Claim. Unless otherwise Allowed, Claims that are Unimpaired 

shall remain Disputed Claims under the Plan. 

D. Elimination of Vacant Classes 

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a 

Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be 

deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining 

acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code. 

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E. Voting Classes; Presumed Acceptance by Non-Voting Classes 

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote 

in such Class vote to accept or reject the Plan, the Holders of such Claims or Interests in such Class shall be presumed 

to have accepted the Plan. 

F. Subordinated Claims 

 The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective 

distributions and treatments under the Plan take into account and conform to the relative priority and rights of the 

Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating 

thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, 

or otherwise. Pursuant to section 510 of the Bankruptcy Code, and subject to the Plan Support Agreement (including 

all consent rights therein), the Reorganized Debtors reserve the right to re-classify any Allowed Claim or Allowed 

Interest in accordance with any contractual, legal, or equitable subordination relating thereto. 

G. Intercompany Interests 

 To the extent Reinstated under the Plan, such Reinstatement and any distributions on account of 

Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their 

Intercompany Interests, but for the purposes of administrative convenience and in exchange for the Debtors’ and 

Reorganized Debtors’ agreement under the Plan to provide management services to certain other Debtors and 

Reorganized Debtors and to use certain funds and assets as set forth in the Plan to make certain distributions and 

satisfy certain obligations as set forth in the Plan of certain other Debtors and Reorganized Debtors to the Holders of 

certain Allowed Claims and Allowed Interests. For the avoidance of doubt, any Interest in non-Debtor subsidiaries 

owned by a Debtor shall continue to be owned by the applicable Reorganized Debtor. 

H. Controversy Concerning Impairment 

 If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, 

the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation 

Date. 

I. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code 

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance 

of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. The Debtors shall seek 

Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of 

Claims or Interests. The Debtors reserve the right (subject to the PSA Definitive Document Requirements) to alter, 

amend, or modify the Plan, or any document in the Plan Supplement in accordance with Article X hereof to the extent, 

if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including (subject 

to the PSA Definitive Document Requirements) by modifying the treatment applicable to a Class of Claims to render 

such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules. 

ARTICLE IV. 

MEANS FOR IMPLEMENTATION OF THE PLAN 

A. General Settlement of Claims and Interests 

Unless otherwise set forth in the Plan, 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. 

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The Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, 

Interests, Causes of Action and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation 

Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the 

Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and 

compromise is fair, equitable, reasonable and in the best interests of the Debtors and their Estates. Subject to 

Article VI hereof, all distributions made to Holders of Allowed Claims and Allowed Interests (as applicable) in any 

Class are intended to be and shall be final. 

B. Settlement Agreement 

 Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates the 

Settlement set forth in the Settlement Agreement and as shall be approved by the Settlement Order. In consideration 

for the distributions and other benefits provided pursuant to the Settlement Agreement and this Plan, the provisions of 

the Settlement Agreement and this Plan shall constitute a good-faith compromise and settlement of all Claims, 

Interests, and controversies relating to the contractual, legal, and subordination rights that a party to the Settlement 

Agreement may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such 

Allowed Claim or Interest; provided that, notwithstanding anything to the contrary herein, no party to the Settlement 

Agreement shall be deemed to have compromised or settled any Claims, Interests, or controversies against any other 

party to the Settlement Agreement that has not mutually compromised or settled such Claims, Interests, or 

controversies. 

C. Term Loan Facility Claims Settlement

 The Term Loan Facility Claims Settlement, as set forth in the Secured Claims Settlement Term Sheet, is 

incorporated herein by reference. 

D. Restructuring Transactions 

On or before the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall take all actions set 

forth in the Restructuring Steps Memorandum (as agreed and in accordance with the Plan Support Agreement and 

subject to the applicable consent and approval rights thereunder) and may take all actions as may be necessary or 

appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan 

that are consistent with and pursuant to the terms and conditions of the Plan and the Plan Support Agreement, which 

transactions may include, in each case if and as agreed in accordance with the Plan Support Agreement and subject to 

the applicable consent and approval rights thereunder, as applicable: (a) the execution and delivery of appropriate 

agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, 

disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are 

consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms 

to which the applicable parties may agree; (b) the execution and delivery of appropriate instruments of transfer, 

assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent 

with the terms of the Plan and having other terms to which the applicable parties agree; (c) the filing of appropriate 

certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, 

arrangement, continuance, dissolution, or other certificates or documentation pursuant to applicable law; (d) the 

execution and delivery of the New Debt Documents, and any filing related thereto; (e) the issuance of the New 

Common Stock; (f) the execution and delivery of the New Warrants Agreement, and any filing related thereto, and 

the issuance of the New Warrants thereunder; (g) the execution and delivery of the CVR Agreements, and any filing 

related thereto, and the issuance of the CVRs thereunder; (h) the execution and delivery of the New Corporate 

Governance Documents, and any certificates or articles of incorporation, bylaws, or such other applicable formation 

documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and 

obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as 

applicable); (i) the execution and delivery of the Backstop Commitment Agreement, and any filings related thereto, 

and the payment of the Backstop Premium; (j) the filing of any required FCC Applications and any other applications 

or documents necessary to obtain requisite regulatory approvals; (k) the issuance of the Reorganized S.A. Common 

Stock; and (l) all other actions that the applicable Reorganized Debtors determine to be necessary or advisable, 

including making filings or recordings that may be required by applicable law in connection with the Plan. All Holders 

of Claims and Interests receiving distributions pursuant to the Plan and all other necessary parties in interest, including 

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any and all agents thereof, shall prepare, execute, and deliver any agreements or documents, including any subscription 

agreements, and take any other actions as the Debtors and the Required Consenting Unsecured Creditors may jointly 

determine are necessary or advisable, including by voting and/or exercising any powers or rights available to such 

Holder, including at any board, or creditors’, or shareholders’ meeting (including any Special Meeting), to effectuate 

the provisions and intent of the Plan. 

The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy 

Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described 

in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions, 

including, for the avoidance of doubt, any and all actions required to be taken under applicable nonbankruptcy law, 

including the laws of the Grand Duchy of Luxembourg and any other applicable domicile. 

E. Sources of Consideration for Plan Distributions 

The Debtors shall fund distributions under the Plan, as applicable, with (i) the issuance of the New Common 

Stock; (ii) the issuance of the New Warrants; (iii) the issuance of the CVRs; (iv) the issuance of or borrowings under 

the New Debt; (v) the issuance of Reorganized S.A. Common Stock; and (vi) Cash on hand. Each distribution and 

issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan 

applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents 

evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving 

such distribution or issuance. 

Prior to the Effective Date, the Debtors shall use commercially reasonable efforts to raise the New Debt and 

obtain the optimal capital structure for the Reorganized Debtors, which capital structure shall provide for (a) 

$7.125 billion of New Term Loan and New Notes and (b) a revolving credit facility for up to $500 million of 

availability, which availability may be increased for up to $750 million of availability with the consent of the Require 

Consenting Jackson Crossover Group Members. 

Subject to the consent of the Required Consenting Unsecured Creditors, the Reorganized Debtors will be 

entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable 

the Reorganized Debtors to satisfy their distribution obligations under the Plan, as set forth in Article III of the Plan. 

Except as set forth herein, any changes in intercompany account balances resulting from such transfers (a) will be 

accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices, and 

in a manner that is acceptable to the Required Consenting Unsecured Creditors and (b) will not violate the terms of 

the Plan. For the avoidance of doubt, nothing in this Article IV.E shall in any way change the distributions to Claims 

and Interests, or the amount or type of consideration to be received by any Claim or Interest, as set forth in Article III 

of the Plan. 

1. New Common Stock 

 The Confirmation Order shall authorize the issuance of the Equity Issuer’s New Common Stock in one or 

more issuances without the need for any further corporate action, and the Debtors or Reorganized Debtors, as 

applicable, are authorized to take any action necessary or appropriate in furtherance thereof. By the Effective Date, 

applicable Holders of Claims shall receive shares or units of the New Common Stock in exchange for their Claims 

pursuant to Article III.B. 

 All of the shares or units of New Common Stock issued pursuant to the Plan shall be duly authorized, validly 

issued, fully paid, and non-assessable. Each distribution and issuance of the New Common Stock under the Plan shall 

be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the 

terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and 

conditions shall bind each Entity receiving such distribution or issuance. 

 The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the Effective 

Date and the New Common Stock shall not be listed on a public stock exchange, (ii) shall not be voluntarily subjected 

to any reporting requirements promulgated by the SEC, and (iii) shall not be required to list the New Common Stock 

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on a recognized U.S. stock exchange, except, in each case, as otherwise may be required pursuant to the New 

Corporate Governance Documents. 

 The Articles of Association, Shareholders Agreement, and any other applicable limited liability company 

agreement, partnership agreement, stockholders agreement or other similar agreement of the Equity Issuer shall be 

effective as of the Effective Date and, as of such date, shall be deemed to be valid, binding, and enforceable in 

accordance with its terms, and each holder of New Common Stock, including holders that receive such New Common 

Stock on account of the New Warrants shall be deemed bound thereby. 

2. New Warrants 

On the Effective Date, the Equity Issuer will issue the New Warrants only to the extent required to provide 

for distributions to applicable Holders of Claims in exchange for their Claims pursuant to Article III.B. All of the 

New Warrants issued pursuant to the Plan shall be duly authorized without the need for any further corporate action 

and without any further action by the Debtors or Reorganized Debtors, as applicable, validly issued, fully paid, and 

non-assessable. Any New Common Stock issued upon the exercise of the New Warrants shall be subject to dilution 

pursuant to the Dilution Principles and shall, when so issued and upon payment of the exercise price in accordance 

with the terms of the New Warrants, be duly authorized, validly issued, fully paid, and non-assessable. 

The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the Effective 

Date and the New Warrants (including any New Common Stock issued upon the exercise of the New Warrants) shall 

not be listed on a public stock exchange, (ii) shall not be voluntarily subjected to any reporting requirements 

promulgated by the SEC, and (iii) shall not be required to list the New Warrants (including any New Common Stock 

issued upon the exercise of the New Warrants) on a recognized U.S. stock exchange, except, in each case, as otherwise 

may be required pursuant to the New Corporate Governance Documents. 

3. CVRs 

On the Effective Date, the Reorganized Debtors will issue the CVRs only to the extent required to provide 

for distributions to applicable Holders of Claims in exchange for their Claims pursuant to Article III.B. All of the 

CVRs issued pursuant to the Plan shall be duly authorized without the need for any further corporate action and 

without any further action by the Debtors or Reorganized Debtors, as applicable, validly issued, fully paid, and nonassessable. 

The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the Effective 

Date and the CVRs shall not be listed on a public stock exchange, (ii) shall not be voluntarily subjected to any reporting 

requirements promulgated by the SEC, and (iii) shall not be required to list the CVRs on a recognized U.S. stock 

exchange, except, in each case, as otherwise may be required pursuant to the New Corporate Governance Documents. 

4. New Debt 

Prior to the Effective Date, the Debtors may use commercially reasonable efforts to secure commitments to 

fund the New Capital Structure. The New Capital Structure may include a combination of the New Term Loan and/or 

New Notes, and may be secured by a lien on substantially all of the assets of the Reorganized Debtors and their 

subsidiaries. 

The New Term Loan and New Notes may be backstopped (in whole or in part) by the Backstop Parties, and 

the Backstop Parties shall be obligated to fund the New Term Loan and New Notes in accordance with the terms and 

conditions of the Backstop Commitment Agreement. Subject to, and in accordance with the Backstop Commitment 

Agreement, as consideration for the Backstop Commitments, the Backstop Parties shall receive the Backstop 

Premium, which shall be paid in Cash by the Debtors or Reorganized Debtors (as applicable) to the Backstop Parties 

at the time and in the manner set forth in the Backstop Commitment Agreement. The funding of the New Term Loan 

and New Notes as contemplated by the Backstop Commitment Agreement may be structured as a debtor-in-possession 

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financing facility to be funded (in whole or in part) prior to the Effective Date, or an exit facility to be funded (in 

whole or in part) on or after the Effective Date. 

On the Effective Date (or earlier, if provided in an order of the Bankruptcy Court), the net Cash proceeds of 

the New Term Loan and New Notes, as applicable, will be used to pay in full in Cash Allowed DIP Claims, Allowed 

Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, 

executory contract and unexpired lease Cure Claims, and other Claims, as and to the extent that any such Claims are 

required to be paid in Cash under this Plan, and distributed to Holders of Allowed Claims entitled to a Cash distribution 

in accordance with Article III of this Plan. 

Confirmation of the Plan shall be deemed (a) approval of the New Revolver, New Term Loan, and New 

Notes, as applicable, and (b) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without 

further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements (including 

the Backstop Commitment Agreement) necessary or appropriate to pursue or obtain the New Revolver, New Term 

Loan, and issue the New Notes, as applicable, and incur and pay any fees, premiums and expenses in connection 

therewith (including the Backstop Premium), and (ii) act or take action under applicable law, regulation, order, or rule 

or vote, consent, authorization, or approval of any person, subject to such modifications as the Debtors or the 

Reorganized Debtors, as applicable, may deem to be necessary to obtain the New Revolver and the New Term Loan 

and issue the New Notes, as applicable. 

On the Effective Date (or earlier, if provided in an order of the Bankruptcy Court), all Liens and security 

interests granted pursuant to, or in connection with the New Revolver, New Term Loan and/or New Notes, as 

applicable: (i) shall be deemed to be approved and shall, without the necessity of the execution, recordation, or filing 

of mortgages, security agreements, control agreements, pledge agreements, financing statements, or other similar 

documents, be valid, binding, fully perfected, fully enforceable Liens on, and security interests in, the collateral 

securing the New Revolver, New Term Loan, and/or New Notes, as applicable, with the priorities established in 

respect thereof under applicable non-bankruptcy law, the Plan, and the Confirmation Order; and (ii) shall not be 

enjoined or subject to discharge, impairment, release, avoidance, recharacterization, or subordination (including 

equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent 

conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law, the Plan, 

or the Confirmation Order. 

The Reorganized Debtors and the Persons granted Liens and security interests under the New Revolver, New 

Term Loan, and/or New Notes, as applicable, are authorized to make all filings and recordings and to obtain all 

governmental approvals and consents necessary to establish and perfect such Liens and security interests under the 

provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be 

applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur 

automatically by virtue of the entry of the Confirmation Order without the need for any filings or recordings) and will 

thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law 

to give notice of such Liens and security interests to third parties. 

5. Reorganized S.A. Common Stock 

 The Confirmation Order shall authorize the issuance of the Reorganized S.A. Common Stock, as necessary, 

in one or more issuances without the need for any further corporate action, and the Debtors or Reorganized Debtors, 

as applicable, are authorized to take any action necessary or appropriate in furtherance thereof. By the Effective Date 

for Debtor Intelsat, applicable Holders of Claims shall receive approximately 100 percent (subject to the 

extinguishment of Intelsat Interests) of shares or units of the Reorganized S.A. Common Stock in exchange for their 

Claims pursuant to Article III.B and consistent with the Restructuring Steps Memorandum. 

 All of the shares or units of Reorganized S.A. Common Stock issued pursuant to the Plan shall be duly 

authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the Reorganized S.A. 

Common Stock under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such 

distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution 

or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. For the 

avoidance of doubt, the Reorganized S.A. Common Stock may constitute Interests in Intelsat, which may retain its 

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Interests in Holdings SARL or take other actions under applicable nonbankruptcy law to retain any assets of Holdings 

SARL, except for Interests in Holdings, which may be owned by or become the Equity Issuer. 

F. Exemption from Registration Requirements 

All 1145 Securities will be issued in reliance upon section 1145 of the Bankruptcy Code to the fullest extent 

permitted under applicable law. The New Common Stock, the New Warrants, the New Common Stock to be issued 

upon exercise of the New Warrants, and the CVRs to be issued under the Plan (1) will not be “restricted securities” as 

defined in rule 144(a)(3) under the Securities Act and (2) will be freely tradable and transferable in the United States 

by a recipient thereof that (i) is an entity that is not an “underwriter” as defined in section 1145(b)(1) of the Bankruptcy 

Code, (ii) is not an “affiliate” of the Debtors as defined in Rule 144(a)(1) under the Securities Act, (iii) has not been 

such an “affiliate” within 90 days of the time of the transfer, and (iv) has not acquired such securities from an “affiliate” 

within one year of the time of transfer. Notwithstanding the foregoing, the 1145 Securities remain subject to 

compliance with applicable securities laws and any rules and regulations of the SEC, among other governmental 

authorities, if any, applicable at the time of any future transfer of such securities and subject to any restrictions in the 

New Corporate Governance Documents. The availability of the exemption under section 1145 of the Bankruptcy Code 

or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. 

To the extent issuance under section 1145(a) of the Bankruptcy Code is unavailable, the 1145 Securities will 

be issued without registration under the Securities Act in reliance upon the exemption set forth in section 4(a)(2) of 

the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the 

United States. Any securities issued in reliance on section 4(a)(2), including in compliance with Rule 506 of 

Regulation D, and/or Regulation S, will be “restricted securities” subject to resale restrictions and may be resold, 

exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from 

registration under the Securities Act and other applicable law and subject to any restrictions in the New Corporate 

Governance Documents or regulatory restrictions. 

Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of the 1145 

Securities to be issued under the Plan through the facilities of DTC, the Reorganized Debtors need not provide any 

further evidence other than the Plan or the Confirmation Order with respect to the treatment of the 1145 Securities to 

be issued under the Plan under applicable securities laws. DTC shall be required to accept and conclusively rely upon 

the Plan and Confirmation Order in lieu of a legal opinion regarding whether the 1145 Securities to be issued under 

the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. 

Notwithstanding anything to the contrary in the Plan, no Entity (including, for the avoidance of doubt, DTC) may 

require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance 

of doubt, whether the 1145 Securities to be issued under the Plan are exempt from registration and/or eligible for DTC 

book-entry delivery, settlement, and depository services. 

The New Notes will be issued without registration under the Securities Act in reliance upon the exemption 

set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions 

applicable outside of the United States. Any securities issued in reliance on Section 4(a)(2), including in compliance 

with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and 

may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption 

from registration under the Securities Act and other applicable law and subject to any restrictions in the New Corporate 

Governance Documents or regulatory restrictions. 

The Debtors and Reorganized Debtors shall take all actions necessary to permit the issuance of the New Notes 

to settle through the facilities of DTC and for the New Notes to be eligible for resale under Rule 144A of the Securities 

Act, and the Plan and Confirmation Order shall authorize all such action by the Debtors and Reorganized Debtors. 

G. Corporate Existence 

Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to exist after 

the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may 

be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, 

pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and 

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pursuant to the respective certificate of incorporation and bylaws (or other formation documents) in effect prior to the 

Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents) are 

amended under the Plan, the New Corporate Governance Documents, or otherwise, and to the extent such documents 

are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval 

(other than any requisite filings required under applicable state, provincial, or federal law). 

H. Corporate Action 

On or before the Effective Date, as applicable, all actions contemplated under the Plan or the Plan Supplement 

shall be deemed authorized and approved in all respects, including: (1) the applicable Debtors’ and/or Reorganized 

Debtors’ entry into, delivery of, and performance under the New Corporate Governance Documents; (2) selection of 

the directors, managers, and officers for the Reorganized Debtors consistent with the Corporate Governance Term 

Sheet; (3) distribution of the New Common Stock, New Warrants, CVRs, New Debt, and Reorganized S.A. Common 

Stock; (4) implementation of the Restructuring Transactions; (5) the applicable Reorganized Debtors’ entry into, 

delivery, and performance under the New Debt Documents, New Warrants Agreements, and CVR Agreements; (6) the 

applicable Debtors’ and/or Reorganized Debtors’ entry into, delivery, and performance under the Backstop 

Commitment Agreement, and the payment of the Backstop Premium; and (7) all other actions contemplated under the 

Plan or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions (whether to occur 

before, on, or after the Effective Date), provided such actions are consistent with the Plan Support Agreement and the 

consent rights therein. All matters provided for in the Plan involving the corporate structure of the Debtors or the 

Reorganized Debtors, as applicable, and any corporate action required by the Debtors or the Reorganized Debtors in 

connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further 

action by the security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors, as 

applicable. On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the Reorganized 

Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and 

instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the 

Plan) in the name of and on behalf of the Reorganized Debtors, including the New Common Stock, New Warrants 

and New Common Stock issuable thereunder, CVRs, New Debt, the New Corporate Governance Documents, and any 

and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and 

approvals contemplated by this Article IV.H shall be effective notwithstanding any requirements under nonbankruptcy law. 

I. FCC Licenses and Regulatory Applications 

The required FCC Applications and any other applications that may be necessary for any other regulatory 

approvals shall be filed as promptly as practicable. The Debtors shall diligently prosecute the FCC Applications and 

shall promptly provide such additional documents or information requested by the FCC in connection with its review 

of the FCC Applications. All Holders of Claims and Interests receiving distributions pursuant to the Plan and all other 

necessary parties in interest, including any and all agents thereof, shall (a) provide any and all information as may be 

reasonably requested by the Debtors, and (b) use commercially reasonable efforts to take any other actions as the 

Debtors may reasonably determine are necessary or advisable to effectuate any applicable regulatory approvals. 

J. Vesting of Assets in the Reorganized Debtors 

Except as otherwise provided in the Plan or the Plan Supplement, or in any agreement, instrument, or other 

document incorporated in the Plan, on the Effective Date, all property in each Debtor’s Estate, all Causes of Action, 

and any property acquired by any of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free 

and clear of all Liens, Claims, charges, or other encumbrances (except for Liens securing obligations under the New 

Debt Documents and Liens securing obligations on account of Other Secured Claims that are Reinstated pursuant to 

the Plan, if any). On and after the Effective Date, except as otherwise provided herein, and subject to compliance with 

the applicable provisions of the Communications Act and any other applicable regulatory regime, each Reorganized 

Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, 

Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of 

the Bankruptcy Code or Bankruptcy Rules. 

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K. Cancellation of Notes, Instruments, Certificates, and Other Documents 

On the Effective Date, except as otherwise specifically provided in the Plan, the Confirmation Order, or any 

agreement, instrument, or other document entered into in connection with or pursuant to the Plan or the Restructuring 

Transactions, all notes, bonds, indentures, Certificates, Securities, purchase rights, options, warrants, collateral 

agreements, subordination agreements, intercreditor agreements, or other instruments or documents directly or 

indirectly evidencing, creating, or relating to any indebtedness or obligations of the Debtors giving rise to any rights 

or obligations relating to Claims against the Debtors (except with respect to any Claim that is Reinstated pursuant to 

the Plan), including the Notes and the Indentures, shall be contributed and set off consistent with the Restructuring 

Steps Memorandum, and upon such contribution and set-off, shall be deemed cancelled and surrendered without 

further action or approval of the Bankruptcy Court or any Holder, and the obligations of the Debtors or the Reorganized 

Debtors, as applicable, and any non-Debtor Affiliates thereunder or in any way related thereto shall be deemed 

satisfied in full, released, and discharged, and each of the Indenture Trustees, and their respective agents, successors 

and assigns, shall each be automatically and fully released and discharged of and from all duties and obligations 

thereunder, as applicable; provided that, notwithstanding such cancellation, satisfaction, release, and discharge, 

anything to the contrary contained in the Plan or Confirmation Order, Confirmation, or the occurrence of the Effective 

Date, any such document or instrument that governs the rights, claims, or remedies of the Holder of a Claim, including 

the Indentures, shall continue in effect solely for purposes of: (1) preserving the rights of all parties in connection 

with any litigation related to the Claims that are the subject of the Secured Creditor Claims Litigation, subject to the 

Debtors’ obligations with respect to the Secured Creditor Settlement Motion and the Secured Creditor Settlement; 

(2) allowing Holders to receive distributions as specified under the Plan; and (3) allowing and preserving the rights of 

the First Lien Agent, Prepetition Collateral Trustee, Indenture Trustees, DIP Agent, or any other Distribution Agent, 

as applicable, to make distributions as specified under the Plan on account of Allowed Claims, as applicable, including 

allowing the First Lien Agent, Prepetition Collateral Trustee, Indenture Trustees, and DIP Agent to submit invoices 

to the Debtors or Reorganized Debtors for any amount and enforce any obligation owed to them under the Plan to the 

extent authorized or allowed by the applicable Debt Documents. Notwithstanding the foregoing, the First Lien Agent, 

Prepetition Collateral Trustee, and each Indenture Trustee is authorized and directed to, at the sole cost and expense 

of the Reorganized Debtors, execute (and take any reasonable additional steps at the sole cost and expense of the 

Reorganized Debtors necessary to give effect to) any applicable documents required to consummate the Plan, and to 

effectuate the contribution and set-off pursuant to the Plan in accordance and consistent with the Restructuring Steps 

Memorandum. 

L. Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of 

directors and managers thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, 

Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or 

appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, the Restructuring 

Transactions, the New Debt Documents, the Backstop Commitment Agreement, the New Corporate Governance 

Documents, the New Warrants Agreements, CVR Agreements, and the New Securities issued pursuant to the Plan in 

the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents 

except for those expressly required under the Plan. 

M. Exemptions from Certain Taxes and Fees 

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a 

Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: (a) the issuance, 

distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized 

Debtors, including the New Securities; (b) the Restructuring Transactions; (c) the creation, modification, 

consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or 

the securing of additional indebtedness by such or other means; (d) the making, assignment, or recording of any lease 

or sublease; or (e) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance 

of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer 

executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall 

not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real 

estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, sales or use tax, 

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regulatory filing or recording fee, or other similar tax or governmental assessment, and upon entry of the Confirmation 

Order, the appropriate state or local governmental officials or agents shall forego the collection of any such tax or 

governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents 

without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or 

any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall 

comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax 

or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other 

documents without the payment of any such tax or governmental assessment. 

N. New Corporate Governance Documents 

The New Corporate Governance Documents shall, among other things: (1) contain terms consistent with the 

documentation set forth in the Plan Supplement; (2) authorize the issuance, distribution, and reservation of the New 

Securities to the Entities entitled to receive such issuances, distributions and reservations under the Plan; and 

(3) pursuant to and only to the extent required by section 1123(a)(6) of the Bankruptcy Code, and limited as necessary 

to facilitate compliance with non-bankruptcy federal laws, prohibit the issuance of non-voting equity Securities. 

On or immediately before the Effective Date, the Debtors or Reorganized Debtors, as applicable, will file 

their New Corporate Governance Documents with the applicable Secretary of State and/or other applicable authorities 

in its state of incorporation or formation in accordance with the applicable laws of its respective state of incorporation 

or formation, to the extent required for such New Corporate Governance Documents to become effective. After the 

Effective Date, each of the Reorganized Debtors may amend and restate its formation, organizational, and constituent 

documents as permitted by the laws of its jurisdiction of formation and the terms of such documents. The New 

Corporate Governance Documents shall be in form and substance consistent with the PSA Definitive Document 

Requirements. 

O. Directors and Officers 

Pursuant to section 1129(a)(5) of the Bankruptcy Code, to the extent known, the Debtors will disclose at or 

prior to the Confirmation Hearing the identity and affiliations of any Person proposed to serve on the Equity Issuer 

Board. The Equity Issuer Board shall include the CEO and shall be comprised of seven (7) members. The members 

of the Equity Issuer Board shall be determined in accordance with the Corporate Governance Term Sheet. 

By the Effective Date, the terms of the current members of the Intelsat board of directors shall expire, and 

the Equity Issuer Board will include those directors set forth in the list of directors of the Equity Issuer included in the 

Plan Supplement selected in accordance with the Corporate Governance Term Sheet. By the Effective Date, the 

officers and overall management structure of the Equity Issuer, and all officers and management decisions with respect 

to Equity Issuer (and/or any of its direct or indirect subsidiaries), compensation arrangements, and affiliate transactions 

shall only be subject to the approval of the Equity Issuer Board. 

By and after the Effective Date, each director, officer, or manager of the Reorganized Debtors shall be 

appointed and serve pursuant to the terms of their respective charters and bylaws or other formation and constituent 

documents and the New Corporate Governance Documents, and applicable laws of the respective Reorganized 

Debtor’s jurisdiction of formation. To the extent that any such director or officer of the Reorganized Debtors is an 

“insider” pursuant to section 101(31) of the Bankruptcy Code, the Debtors will disclose the nature of any 

compensation to be paid to such director or officer. 

P. Management Incentive Plan 

On the Effective Date, the Equity Issuer shall institute the Management Incentive Plan, enact and enter into 

related policies and agreements, and distribute the New Common Stock to participants consistent with the terms and 

allocations set forth in the Management Incentive Plan Term Sheet; provided that the form and substance of the 

Management Incentive Plan shall be consistent with the PSA Definitive Document Requirements. The Required 

Consenting Jackson Crossover Group Members and the Debtors shall negotiate the terms of the definitive 

Management Incentive Plan documentation in good faith prior to the Effective Date; provided that the requirement 

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that the Management Incentive Plan documentation be completed prior to the Effective Date may be waived by written 

agreement between the Required Consenting Jackson Crossover Group Members and the Debtors. 

Q. Payment of Indenture Trustee Fees 

On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall pay in Cash all reasonable 

and documented unpaid Indenture Trustee Fees that are required to be paid under the Indentures. From and after the 

Effective Date, the Reorganized Debtors shall pay in Cash all reasonable and documented Indenture Trustee Fees, 

including, without limitation, all Indenture Trustee Fees incurred in connection with distributions made pursuant to 

the Plan or the cancellation and discharge of the Notes or the Indentures. 

If the Debtors dispute any requested Indenture Trustee Fees, the Debtors or Reorganized Debtors, as 

applicable, shall (1) pay the undisputed portion of Indenture Trustee Fees and (2) notify the applicable Indenture 

Trustee of such dispute within ten (10) Business Days after presentment of the invoices by the applicable Indenture 

Trustee. Upon such notification, the applicable Indenture Trustee may submit such dispute for resolution by the 

Bankruptcy Court; provided, however, that the Bankruptcy Court’s review shall be limited to a determination under 

the reasonableness standard in accordance with the applicable Indenture. Nothing herein shall in any way affect or 

diminish the right of the Indenture Trustees to exercise their respective Indenture Trustee Charging Liens against 

distributions on account of the Notes Claims with respect to any unpaid Indenture Trustee Fees, as applicable. 

R. Preservation of Causes of Action 

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may 

enforce all of the Debtors’ rights to commence and pursue any and all Causes of Action, whether arising before or 

after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized 

Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the 

occurrence of the Effective Date, other than (1) the Causes of Action released by the Debtors pursuant to the releases 

and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and 

waived by the Debtors and Reorganized Debtors as of the Effective Date and (2) the Causes of Action released by the 

Debtors pursuant to the Settlement Agreement, following entry of the Settlement Order and upon the effective date of 

such Settlement Agreement. 

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best 

interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in the Plan, the 

Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the 

Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against it. The 

Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action 

against any Entity (other than such Causes of Action specifically released pursuant to the Plan). Unless any 

Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in 

the Plan or a Final Order of the Bankruptcy Court, the Reorganized Debtors expressly reserve all Causes of Action, 

for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, 

issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of 

Action upon, after, or as a consequence of the Confirmation or Consummation. 

Notwithstanding any provisions regarding the release or exculpation of Claims or Causes of Action set forth 

in the Plan (including Article VIII of the Plan), if the Plan Toggle Event occurs, nothing in the Non-TopCo Plan shall 

result in the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. If the Plan Toggle Event 

occurs, nothing in the Settlement shall result in the release, discharge, or enjoin the prosecution of, any TopCo 

Guarantee Claims. 

S. Non-TopCo Plan 

Upon the occurrence of a Plan Toggle Event, the Plan shall immediately and automatically convert to the 

Non-TopCo Plan, and any references herein to the “Plan” or to the “Debtors” shall be deemed to refer to the 

Non-TopCo Plan and the Non-TopCo Debtors, respectively. For greater certainty, following a Plan Toggle Event, 

references herein to the “Plan” will not encompass plans of reorganization for the TopCo Debtors, nor will references 

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to the “Debtors” encompass the TopCo Debtors; further, upon a Plan Toggle Event, any plan of reorganization for the 

TopCo Debtors will be filed separately. 

ARTICLE V. 

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

A. Assumption of Executory Contracts and Unexpired Leases 

On the Effective Date, except as otherwise provided in the Plan or in any contract, instrument, release, 

indenture, or other agreement or document entered into in connection with the Plan, all Executory Contracts and 

Unexpired Leases of the Debtors shall be deemed assumed by the Debtors or Reorganized Debtors, as applicable, 

without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective 

Date under sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract and Unexpired Lease: 

(1) was assumed, assumed and assigned, or rejected previously by the Debtors; (2) previously expired or terminated 

pursuant to its own terms; (3) is the subject of a motion to reject filed on or before the Effective Date; or (4) is identified

on the Rejected Executory Contract and Unexpired Lease Schedule. 

Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the assumptions or 

assumption and assignment, as applicable, of such Executory Contracts or Unexpired Leases as provided for in the 

Plan, pursuant to sections 365(a) and 1123 of the Bankruptcy Code effective as of the Effective Date. Each Executory 

Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third 

party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized 

Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or 

any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Any 

motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval 

by the Bankruptcy Court on or after the Effective Date by a Final Order. 

To the maximum extent permitted by law, to the extent that any provision in any Executory Contract or 

Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or 

prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory 

Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed 

modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate 

such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. 

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases 

Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the rejections, if any, 

of any Executory Contracts or Unexpired Leases as provided for in the Plan and the Rejected Executory Contract and 

Unexpired Leases List, as applicable. Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs 

of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to 

the Plan or the Confirmation Order, if any, must be filed with the Solicitation Agent and served on the Reorganized 

Debtors no later than thirty days after the effective date of such rejection. 

Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the 

Solicitation Agent within such time will be automatically disallowed, forever barred from assertion, and shall not be 

enforceable against the Debtors, the Reorganized Debtors, the Estates, or their property, without the need for any 

objection by the Debtors or Reorganized Debtors, or further notice to, action, order, or approval of the Bankruptcy 

Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease 

shall be deemed fully satisfied, released, and discharged, and be subject to the permanent injunction set forth in 

Article VIII.G of the Plan, notwithstanding anything in a Proof of Claim to the contrary. 

All Claims arising from the rejection by any Debtor of any Executory Contract or Unexpired Lease pursuant 

to section 365 of the Bankruptcy Code shall be treated as an Unsecured Claim pursuant to Article III.B of the Plan 

and may be objected to in accordance with the provisions of Article VII of the Plan and the applicable provisions of 

the Bankruptcy Code and Bankruptcy Rules. 

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Notwithstanding anything to the contrary in the Plan, the Debtors (with the consent of the Required 

Consenting Jackson Crossover Group Members and, solely as to any Executory Contract or Unexpired Lease to which 

a HoldCo is a party, the Required Consenting HoldCo Creditors), or the Reorganized Debtors, as applicable, reserve 

the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List at any 

time through and including thirty days after the Effective Date. 

C. Cure of Defaults and Objections to Cure and Assumption 

Unless otherwise agreed upon in writing by the Debtors or Reorganized Debtors, as applicable, any objection 

by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount 

including pursuant to the Plan must be filed, served, and actually received by the counsel to the Debtors and the 

U.S. Trustee on the Confirmation Objection Deadline or other deadline that may be set by the Court. Any counterparty 

to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount 

will be deemed to have assented to such assumption or cure amount. For the avoidance of doubt, to the extent an 

Executory Contract or Unexpired Lease is proposed to be assumed in the Plan and the Assumed Executory 

Contract and Unexpired Lease List is not listed as having a related cure cost, any counterparty to such 

Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption will be deemed 

to have consented to such assumption and deemed to release any Claim or Cause of Action for any monetary 

defaults under such Executory Contract or Unexpired Lease. 

Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the 

Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount (if 

any) in Cash on the Effective Date or in the ordinary course of business or on such other terms as the parties to such 

Executory Contracts or Unexpired Leases may otherwise agree. 

The cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry 

of a Final Order or orders resolving the dispute and approving the assumption in the event of a dispute regarding: 

(1) the amount of any payments to cure such a default; (2) the ability of the Reorganized Debtors or any assignee to 

provide adequate assurance of future performance under the Executory Contract or Unexpired Lease to be assumed; 

or (3) any other matter pertaining to assumption. 

The Debtor (with the consent of the Required Consenting Jackson Crossover Group Members and, solely as 

to any Executory Contract or Unexpired Lease to which a HoldCo is a party, the Required Consenting HoldCo 

Creditors) or the Reorganized Debtor, as applicable, shall be authorized to reject any executory contract or unexpired 

lease to the extent the Debtor (with the consent of the Required Consenting Jackson Crossover Group Members and, 

solely as to any Executory Contract or Unexpired Lease to which a HoldCo is a party, the Required Consenting 

HoldCo Creditors) or the Reorganized Debtor, as applicable, in the exercise of its sound business judgment, concludes 

that the amount of the cure obligation as determined by Final Order or as otherwise finally resolved, renders 

assumption of such contract or lease unfavorable to the applicable Debtor’s Estate or the Reorganized Debtor. Such 

rejected contracts, if any, shall be deemed as listed on the Rejected Executory Contract and Unexpired Lease List, if 

any. 

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in 

the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of 

provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, 

arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of 

assumption. Any Proof of Claim filed with respect to an Executory Contract or Unexpired Lease that has been 

assumed shall be deemed disallowed and expunged, without further notice to or action, order, or approval of 

the Bankruptcy Court. 

D. Insurance Policies 

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are 

treated as Executory Contracts under the Plan. On the Effective Date, the Debtors shall be deemed to have assumed 

all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims. 

Except as set forth in Article V.F of the Plan, nothing in this Plan, the Plan Supplement, the Disclosure Statement, the 

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Confirmation Order, or any other order of the Bankruptcy Court (including any other provision that purports to be 

preemptory or supervening), (1) alters, modifies, or otherwise amends the terms and conditions of (or the coverage 

provided by) any of such insurance policies or (2) alters or modifies the duty, if any, that the insurers or third party 

administrators pay claims covered by such insurance policies and their right to seek payment or reimbursement from 

the Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security therefor. For 

the avoidance of doubt, insurers and third party administrators shall not need to nor be required to file or serve a cure 

objection or a request, application, claim, Proof of Claim, or motion for payment and shall not be subject to any claims 

bar date or similar deadline governing cure amounts or Claims. 

E. Indemnification Provisions 

 On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will 

survive the effectiveness of the Plan, and the Reorganized Debtors’ New Corporate Governance Documents will 

provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and 

advancement of fees and expenses to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, 

employees, equityholders, and agents to the fullest extent permitted by law and at least to the same extent as the 

organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of 

Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured 

or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted; provided, that the Reorganized 

Debtors shall not indemnify any Person for any Cause of Action arising out of or related to any act or omission that is 

determined pursuant to a Final Order to be a criminal act or to constitute actual fraud, gross negligence, bad faith, or 

willful misconduct. None of the Debtors, or the Reorganized Debtors, as applicable, will amend and/or restate their 

respective governance documents before or after the Effective Date to amend, terminate, or adversely affect any of 

the Debtors’ or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, 

officers’, employees’, equityholders’ or agents’ indemnification rights. 

 

 On and as of the Effective Date, any of the Debtors’ Indemnification Provisions with respect to any contract 

or agreement that is the subject of or related to any litigation against the Debtors or Reorganized Debtors, as applicable, 

shall be assumed by the Reorganized Debtors and otherwise remain unaffected by the Chapter 11 Cases, other than 

any Indemnification Provision set forth in an Executory Contract or Unexpired Lease rejected in the Chapter 11 Cases 

(including pursuant to the Plan). 

F. Director, Officer, Manager, and Employee Liability Insurance 

On the Effective Date, pursuant to section 365(a) of the Bankruptcy Code, the Debtors shall be deemed to 

have assumed all of the D&O Liability Insurance Policies (including, if applicable, any “tail policy”) and any 

agreements, documents, or instruments relating thereto. Entry of the Confirmation Order will constitute the 

Bankruptcy Court’s approval of the Reorganized Debtors’ assumption of all such policies (including, if applicable, 

any “tail policy”). 

After the Effective Date, none of the Debtors or the Reorganized Debtors shall terminate or otherwise reduce 

the coverage under any such policies (including, if applicable, any “tail policy”) with respect to conduct occurring as 

of the Effective Date, and all officers, directors, managers, and employees of the Debtors who served in such capacity 

at any time before the Effective Date shall be entitled to the full benefits of any such policies regardless of whether 

such officers, directors, managers, or employees remain in such positions after the Effective Date. 

On and after the Effective Date, each of the Reorganized Debtors shall be authorized to purchase a directors’ 

and officers’ liability insurance policy for the benefit of their respective directors, members, trustees, officers, and 

managers in the ordinary course of business. 

G. Employee and Retiree Benefits 

Except as otherwise provided in the Plan, on and after the Effective Date, subject to any Final Order and, 

without limiting any authority provided to the Equity Issuer Board under the Debtors’ respective formation and 

constituent documents, the Reorganized Debtors shall: (1) amend, adopt, assume, and/or honor in the ordinary course 

of business any contracts, agreements, policies, programs, and plans, in accordance with their respective terms, for, 

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among other things, compensation, including any incentive plans, retention plans, health care benefits, disability 

benefits, deferred compensation benefits, savings, severance benefits, retirement benefits, welfare benefits, workers’ 

compensation insurance, and accidental death and dismemberment insurance for the directors, officers, and employees 

of any of the Debtors who served in such capacity from and after the Petition Date (the “Compensation and 

Benefits Programs”); and (2) honor, in the ordinary course of business, Claims of employees employed as of the 

Effective Date for accrued vacation time arising prior to the Petition Date and not otherwise paid pursuant to a 

Bankruptcy Court order. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, 

from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), 

if any, shall continue to be paid in accordance with applicable law. For the avoidance of doubt, the Debtors shall 

continue the Retiree Medical Plans in effect as of the Petition Date, and continuation of the Retiree Medical Plans in 

effect as of the Petition Date shall be deemed to satisfy section 1129(a)(13) of the Bankruptcy Code. For further 

avoidance of doubt, upon confirmation of the Plan, Reorganized Debtors shall assume and continue to maintain the 

Pension Plan. The Pension Plan is intended to be a tax-qualified defined benefit pension plan covered by Title IV of 

ERISA. On and after the Effective Date, the Reorganized Debtors will contribute to the Pension Plan the amounts 

necessary to satisfy the minimum funding standards under section 302 of ERISA, 29 U.S.C. § 1082, and section 412 

of the Internal Revenue Code, 26 U.S.C. § 412. Notwithstanding any other provision hereof, nothing in the Plan, the 

Confirmation Order, or the Bankruptcy Code (including section 1141 thereof) shall be construed as discharging, 

releasing, or relieving any Debtor, the Reorganized Debtors, or Party, in any capacity, from any liability with respect 

to the Pension Plan under any law, government policy, or regulatory provision. The PBGC and the Pension Plan shall 

not be enjoined or precluded from enforcing such liability or responsibility against any Debtor, the Reorganized 

Debtors, or any Party with such liability or responsibility as a result of any provisions for satisfaction, release, 

injunction, and exculpation in the Plan and Confirmation Order. 

Notwithstanding anything to the contrary in the Plan, none of the Restructuring Transactions or any other 

action or event occurring in connection with the Plan (including any action or event occurring pursuant to the previous 

paragraph), shall, or shall be deemed to, trigger any applicable change of control, immediate vesting, termination, or 

similar provisions set forth in any Compensation and Benefits Program. Any counterparty to a Compensation and 

Benefits Program shall otherwise have the same rights under any such Compensation and Benefits Program as were 

applicable immediately prior to the Reorganized Debtors’ adoption, assumption and/or honoring of such 

Compensation and Benefits Program pursuant to the Plan, except that, if any Compensation and Benefits Program is 

adopted, assumed, and/or honored pursuant to the Plan and such Compensation and Benefits Program provides for an 

award or potential award of Interests in the Debtors, such Compensation and Benefits Program shall not be adopted, 

assumed, and/or honored solely to the extent of such provisions relating to Interest awards. 

H. Modifications, Amendments, Supplements, Restatements, or Other Agreements 

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall 

include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such 

Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, 

including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other 

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated 

under the Plan. 

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and 

Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter 

the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims 

that may arise in connection therewith. 

I. Reservation of Rights 

Neither the assumption of any Executory Contract or Unexpired Lease pursuant to the Plan nor exclusion nor 

inclusion of any Executory Contract or Unexpired Lease on the Rejected Executory Contract and Unexpired Lease 

List, nor anything contained in the Plan or Plan Supplement, shall constitute an admission by the Debtors that any 

such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any 

liability thereunder. 

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If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of 

assumption, the Debtors or the Reorganized Debtors, as applicable, shall have thirty calendar days following entry of 

a Final Order resolving such dispute to alter their treatment of such contract or lease, including by rejecting such 

contract or lease nunc pro tunc to the Confirmation Date. The deemed assumption provided for herein shall not apply 

to any such contract or lease, and any such contract or lease shall be assumed or rejected only upon motion of the 

Debtor following the Bankruptcy Court’s determination that the contract is executory or the lease is unexpired. 

J. Nonoccurrence of Effective Date. 

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect 

to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the 

Bankruptcy Code, unless such deadline(s) have expired. 

K. Contracts and Leases Entered Into After the Petition Date 

Contracts and leases entered into after the Petition Date by any Debtor and any Executory Contracts and 

Unexpired Leases assumed by any Debtor may be performed by the applicable Reorganized Debtor in the ordinary 

course of business. 

ARTICLE VI. 

PROVISIONS GOVERNING DISTRIBUTIONS 

A. Timing and Calculation of Amounts to Be Distributed 

Unless otherwise provided in the Plan, on the Effective Date (or if a Claim or Interest is not an Allowed 

Claim or Interest on the Effective Date, on the next Distribution Date that such Claim becomes an Allowed Claim or 

Interest, or as soon as reasonably practicable thereafter) each Holder of an Allowed Claim and Interest shall receive 

the full amount of the distributions that the Plan provides for Allowed Claims and Interests in each applicable Class 

and in the manner provided in the Plan. If any payment or act under the Plan is required to be made or performed on 

a date that is not a Business Day, then the making of such payment or the performance of such act may be completed 

on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to 

the extent that there are Disputed Claims or Interests, distributions on account of any such Disputed Claims or Interests 

shall be made pursuant to the provisions set forth in Article VII. Except as otherwise provided in the Plan, Holders 

of Claims and Interests shall not be entitled to interest, dividends, or accruals on the distributions provided for in the 

Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date. The Debtors 

shall have no obligation to recognize any transfer of Claims or Interests occurring on or after the Distribution Record 

Date. 

B. Distributions on Account of Obligations of Multiple Debtors 

Holders of Allowed Claims may assert such Claims against each Debtor obligated with respect to such 

Claims, and such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against 

each obligated Debtor based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no case 

shall the aggregate value of all property received or retained under the Plan on account of any Allowed Claim exceed 

100 percent of the underlying Allowed claim plus applicable interest, if any. 

C. Distribution Agent 

Except as otherwise provided in the Plan, all distributions under the Plan shall be made by the Distribution 

Agent on the Effective Date. The Distribution Agent shall not be required to give any bond or surety or other security 

for the performance of its duties unless otherwise ordered by the Bankruptcy Court. 

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D. Rights and Powers of Distribution Agent 

1. Powers of the Distribution Agent 

The Distribution Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, 

and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; 

(c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may 

be vested in the Distribution Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the 

Distribution Agent to be necessary and proper to implement the provisions hereof; provided, however, that such 

Distribution Agent shall waive any right or ability to setoff, deduct from or assert any lien or encumbrance against the 

distributions required under the Plan to be distributed by such Distribution Agent. 

2. Expenses Incurred On or After the Effective Date 

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and out-of-pocket 

expenses incurred by the Distribution Agent on or after the Effective Date (including taxes) and any reasonable 

compensation and out-of-pocket expense reimbursement claims (including reasonable, actual, and documented 

attorney and/or other professional fees and expenses) made by the Distribution Agent shall be paid in Cash by the 

Reorganized Debtors. 

E. Delivery of Distributions 

1. Delivery of Distributions in General 

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be made to 

Holders of record as of the Distribution Record Date by the Distribution Agent, as appropriate: (a) to the signatory 

set forth on any Proof of Claim or Proof of Interest filed by such Holder or other representative identified therein (or 

at the last known addresses of such Holder if no Proof of Claim or Proof of Interest is filed or if the Debtors have not 

been notified in writing of a change of address); (b) at the addresses set forth in any written notices of address changes 

delivered to the Reorganized Debtors or the applicable Distribution Agent, as appropriate, after the date of any related 

Proof of Claim or Proof of Interest; or (c) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s 

behalf; provided that the manner of such distributions shall be determined at the discretion of the Reorganized Debtors 

with the consent of the Required Consenting Unsecured Creditors. Subject to this Article VI, distributions under the 

Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal process, so that 

each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner set forth in the 

Plan. The Debtors, the Reorganized Debtors, and the Distribution Agent, as applicable, shall not incur any liability 

whatsoever on account of any distributions under the Plan except for fraud, gross negligence, or willful misconduct. 

Except as otherwise determined by the Debtors or reasonably requested by the respective Indenture Trustee, 

all distributions made under the Plan on account of the Allowed Claims of the Holders of Notes Claims shall be 

deemed completed when made to the respective Indenture Trustee. As soon as practicable in accordance with the 

requirements set forth in this Article VI, the respective Indenture Trustee shall arrange to deliver such distributions to 

or on behalf of its Holders, subject to the respective Indenture Trustee Charging Liens. 

Notwithstanding any policies, practices, or procedures of DTC, DTC shall cooperate with and take all actions 

reasonably requested by the Debtors or the Distribution Agent to facilitate distributions to Holders of Allowed Claims 

without requiring that such distributions be characterized as repayments of principal or interest. No Distribution Agent 

or Indenture Trustee shall be required to provide indemnification or other security to DTC in connection with any 

distributions to Holders of Allowed Claims through the facilities of DTC. 

2. Delivery of Distributions on the First Lien Notes Claims 

Except as otherwise provided in the Plan, determined by the Debtors, or reasonably requested by the First 

Lien Notes Trustees, all distributions to Holders of Allowed First Lien Notes Claims shall be deemed completed when 

made to the respective First Lien Notes Trustee. The First Lien Notes Trustees shall hold or direct such distributions 

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for the benefit of the respective Holders of Allowed First Lien Notes Claims. As soon as practicable in accordance 

with the requirements set forth in this Article VI, the First Lien Notes Trustees shall arrange to deliver such 

distributions to or on behalf of such Holders in accordance with the First Lien Notes Indentures, subject to the rights 

of the First Lien Notes Trustees to assert its charging lien. If the First Lien Notes Trustees are unable to make, or 

consent to the Distribution Agent making such distributions, the Distribution Agent with the cooperation of the First 

Lien Notes Trustees, shall make such distributions to the extent practicable. The First Lien Notes Trustees shall have 

no duties or responsibility relating to any form of distribution that is not DTC eligible and the Debtors, the Reorganized 

Debtors and/or the Distribution Agent, as applicable, shall use reasonably commercial efforts to seek the cooperation 

of DTC so that any distribution on account of an Allowed First Lien Notes Claim that is held in the name of, or by a 

nominee of, DTC, shall be made to the extent possible through the facilities of DTC on the Effective Date or as soon 

as practicable thereafter. The First Lien Notes Trustees shall retain all rights under the First Lien Notes Indentures to 

exercise its charging lien against distributions to their respective Holders. 

3. Undeliverable Distributions and Unclaimed Property 

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder 

shall be made unless and until the Distribution Agent has determined the then-current address of such Holder, at which 

time such distribution shall be made to such Holder without interest; provided, however, that such distributions shall 

be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from 

the later of (a) the Effective Date and (b) the date of the distribution. After such date, all unclaimed property or 

interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the 

Bankruptcy Court (notwithstanding any applicable federal, provincial, or state escheat, abandoned, or unclaimed 

property laws to the contrary), and the Claim of any Holder to such property or interest in property shall be discharged 

of and forever barred. 

4. No Fractional Distributions 

No fractional notes or shares, as applicable, of the New Securities shall be distributed, and no Cash shall be 

distributed in lieu of such fractional amounts; provided that fractional Intelsat Interests may receive a de minimis cash 

payment for the purpose of extinguishing such Interests pursuant to applicable non-bankruptcy law. When any 

distribution pursuant to the Plan on account of an Allowed Claim or Interest would otherwise result in the issuance of 

a number of units or amounts of New Securities that is not a whole number, the actual distribution of units or amounts 

of New Securities shall be rounded as follows: (a) fractions of one-half (1⁄2) or greater shall be rounded to the next 

higher whole number and (b) fractions of less than one-half (1⁄2) shall be rounded to the next lower whole number with 

no further payment therefor. The total number of authorized units or amounts of New Securities shall be adjusted as 

necessary to account for the foregoing rounding. 

5. Minimum Distributions 

 Holders of Allowed Claims entitled to distributions of $100 or less shall not receive distributions, and each 

Claim to which this limitation applies shall be discharged pursuant to Article VIII of this Plan and its Holder shall be 

forever barred pursuant to Article VII of this Plan from asserting that Claim against the Reorganized Debtors or their 

property. 

F. Manner of Payment 

At the option of the Distribution Agent, any Cash payment to be made under the Plan may be made by check, 

wire transfer, automated clearinghouse, or as otherwise required or provided in applicable agreements. 

G. Compliance Matters 

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the Distribution Agent 

shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and 

all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding 

any provision in the Plan to the contrary, the Reorganized Debtors and the Distribution Agent shall be authorized to 

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take all actions necessary or appropriate to comply with such withholding and reporting requirements, including 

liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable 

withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, 

or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve 

the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, 

alimony, child support, and other spousal awards, liens, and encumbrances. 

H. No Postpetition or Default Interest on Claims 

Unless otherwise specifically provided for in the Plan (including (a) the Term Loan Facility Claims 

Settlement and (b) to the extent provided in the First Lien Notes Claims Settlement or any Final Order resolving the 

Secured Creditor Claims Litigation), the DIP Order, or the Confirmation Order, and notwithstanding any documents 

that govern the Debtors’ prepetition indebtedness to the contrary, (1) postpetition and/or default interest shall not 

accrue or be paid on any Claims and (2) no Holder of a Claim shall be entitled to: (a) interest accruing on or after the 

Petition Date on any such Claim; or (b) interest at the contract or default rate, as applicable. 

I. Allocation Between Principal and Accrued Interest 

Except as otherwise provided in the Plan, the aggregate consideration paid to Holders with respect to their 

Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims 

(to the extent thereof) and, thereafter, to the interest, if any, on such Allowed Claim accrued through the Petition Date. 

J. Setoffs and Recoupment 

Unless otherwise provided in the Plan or the Confirmation Order, each Debtor and each Reorganized Debtor, 

pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or 

as may be agreed to by the Holder of a Claim, may set off against or recoup any Allowed Claim and the distributions 

to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of 

such Allowed Claim), any claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, 

as applicable, may hold against the Holder of such Allowed Claim, to the extent such claims, rights, or Causes of 

Action against such Holder have not been otherwise compromised or settled as of the Effective Date (whether pursuant 

to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor the 

allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Debtor or Reorganized Debtor 

of any such claims, rights, and Causes of Action that such Reorganized Debtor may possess against such Holder. In 

no event shall any Holder of Claims be entitled to set off or recoup any such Claim against any claim, right, or Cause 

of Action of the Debtor or Reorganized Debtor (as applicable), unless such Holder has filed a motion with the 

Bankruptcy Court requesting the authority to perform such setoff or recoupment on or before the Confirmation Date, 

and notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to 

preserve any right of setoff or recoupment pursuant to section 553 of the Bankruptcy Code or otherwise. 

K. Claims Paid or Payable by Third Parties 

1. Claims Paid by Third Parties 

A Claim shall be reduced in full, and such Claim shall be disallowed without an objection to such Claim 

having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent 

that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or 

Reorganized Debtor. To the extent that a Holder of a Claim receives a distribution on account of such Claim and 

receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder 

shall repay, return, or deliver any distribution held by or transferred to the Holder to the applicable Reorganized Debtor 

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to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the 

amount of such Claim as of the date of any such distribution under the Plan. 

2. Claims Payable by Third Parties 

The availability, if any, of insurance policy proceeds for the satisfaction of an Allowed Claim shall be 

determined by the terms of the insurance policies of the Debtors or Reorganized Debtors, as applicable. To the extent 

that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court 

of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be expunged to the 

extent of any agreed upon satisfaction on the Claims Register by the Solicitation Agent without a Claim objection 

having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court. 

3. Applicability of Insurance Policies 

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance 

with the provisions of an applicable insurance policy. Nothing contained in the Plan shall constitute or be deemed a 

waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers 

under any policies of insurance, nor shall anything contained in the Plan constitute or be deemed a waiver by such 

insurers of any defenses, including coverage defenses, held by such insurers. 

ARTICLE VII. 

PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, 

AND DISPUTED CLAIMS 

A. Allowance of Claims 

 Except as otherwise set forth in the Plan, after the Effective Date, the Reorganized Debtors shall have and 

retain any and all rights and defenses the applicable Debtor had with respect to any Claim immediately before the 

Effective Date. Except as specifically provided in the Plan or in any order entered in the Chapter 11 Cases before the 

Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such 

Claim is deemed Allowed in accordance with the Plan. 

B. Claims Administration Responsibilities. 

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall 

have the sole authority to: (1) File, withdraw, or litigate to judgment, objections to Claims; (2) settle or compromise 

any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and 

(3) administer and adjust the Claims Register to reflect any such settlements or compromises without any further 

notice to or action, order, or approval by the Bankruptcy Court. For the avoidance of doubt, except as otherwise 

provided in the Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all 

rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim, 

including the Causes of Action retained pursuant to Article IV.R of the Plan. 

C. Adjustment to Claims Without Objection 

 Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded may be adjusted or 

deemed disallowed by the Reorganized Debtors without the Reorganized Debtors having to file an application, motion, 

complaint, objection, or any other legal proceeding seeking to object to such Claim and without any further notice to 

or action, order, or approval of the Bankruptcy Court. 

D. Time to File Objections to Claims or Interests 

 Any objections to Disputed Claims shall be Filed on or before the later of (1) the first Business Day following 

the date that is 180 days after the Effective Date and (2) such later date as may be specifically fixed by the Bankruptcy 

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Court. For the avoidance of doubt, the Bankruptcy Court may extend the time period to object to Disputed Claims 

and Disputed Interests. 

E. Estimation of Claims 

 Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may (but are not 

required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Interest that is contingent 

or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party in 

interest previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such 

objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during 

the litigation of any objection to any Claim or Interest or during the appeal relating to such objection; provided that 

the Debtors or Reorganized Debtors may not seek to estimate any Guarantee Claims without the consent of the 

Required Consenting Unsecured Creditors. Notwithstanding any provision otherwise in the Plan, a Claim that has 

been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final 

Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event 

that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest, that estimated amount shall 

constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of 

distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to 

any ultimate distribution on such Claim or Interest. 

 Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has 

been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of 

such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before 

seven (7) days after the date on which such Claim is estimated. Each of the foregoing Claims and objection, 

estimation, and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and 

subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. 

F. Disputed and Contingent Claims Reserve 

On or after the Effective Date, the Debtors or Reorganized Debtors, as applicable, will establish one or more 

reserves for Claims, including the Secured Creditor Claims Disputed Distribution Reserve, that are contingent or have 

not yet been Allowed, and including any Guarantee Claims that have not been withdrawn with prejudice or disallowed 

by a Final Order, in an amount or amounts as reasonably determined by the applicable Debtors (with the consent of 

the Required Consenting Jackson Crossover Group Members and, solely with respect to any Claims against any 

HoldCo, the Required Consenting HoldCo Creditors) or Reorganized Debtors, as applicable, consistent with the Proof 

of Claim Filed by the applicable Holder of such Disputed Claim. To the extent that a Disputed Claim may be entitled 

to receive New Common Stock pursuant to the Plan, such New Common Stock will remain authorized but unissued 

pending resolution of such Disputed Claim. Notwithstanding anything to the contrary in the Plan (including this 

Section VII.F), the reserve established for Guarantee Claims that have not been released or disallowed by a Final 

Order shall be established in such amount assuming that such Guarantee Claims are Allowed in full, or as otherwise 

agreed between the Debtors or Reorganized Debtors, as applicable, and the Required Consenting Jackson Crossover 

Group Members. 

To the extent the Secured Creditor Settlement Order has not been entered as of the Effective Date or does 

not remain in effect as of the Effective Date (or is vacated or reversed after the Effective Date pursuant to a Final 

Order), then until such time as the Disputed portions of the 8.00% First Lien Notes Claims and 9.50% First Lien Notes 

Claims are Allowed (or otherwise required to be paid for the First Lien Notes Claims to be Unimpaired), and all such 

amounts are paid in full in Cash, or disallowed, pursuant to a Final Order, the Debtors and Reorganized Debtors, as 

applicable, shall maintain the Secured Creditor Claims Disputed Distribution Reserve in the amount of the portion of 

such Claims that constitute Disputed Claims (including interest thereon at the applicable contractual rates). Any 

modifications to the Secured Creditor Claims Distribution Reserve following the Effective Date shall be (a) mutually 

agreed upon by the Debtors or Reorganized Debtors, as applicable, the Required First Lien Consenting First Lien 

Noteholders, and the Required Consenting Jackson Crossover Group Members or (b) pursuant to separate Bankruptcy 

Court order. 

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G. Disallowance of Claims 

Any Claims held by Entities from which the Bankruptcy Court has determined that property is recoverable 

under section 542, 543, 547, 548, 549, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer that the 

Bankruptcy Court has determined is avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the 

Bankruptcy Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of 

such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action 

against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and the full 

amount of such obligation to the Debtors has been paid or turned over in full. 

All Proofs of Claim Filed on account of an indemnification obligations shall be deemed satisfied and 

disallowed as of the Effective Date to the extent such indemnification obligations is assumed (or honored or 

reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the 

Bankruptcy Court. All Proofs of Claim Filed on account of an employee benefit shall be deemed satisfied and 

disallowed as of the Effective Date to the extent the Reorganized Debtors elect to honor such employee benefit, 

without any further notice to or action, order, or approval of the Bankruptcy Court. 

Except as provided herein or otherwise agreed to by the Reorganized Debtors in their sole discretion, any 

and all Proofs of Claim Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without any 

further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive 

any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been 

deemed timely Filed by a Final Order. 

H. Amendments to Proofs of Claim 

On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without the prior 

authorization of the Bankruptcy Court or the Reorganized Debtors, and any such new or amended Proof of Claim or 

Interest Filed that is not so authorized before it is Filed shall be deemed Disallowed in full without any further action. 

I. Reimbursement or Contribution 

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 

502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or 

disallowance, such Claim shall be forever Disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless 

before the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a 

Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered before 

the Confirmation Date determining such Claim as no longer contingent. 

J. No Distributions Pending Allowance 

Notwithstanding any other provision hereof, if any portion of a Claim is a Disputed Claim, as applicable, no 

payment or distribution provided hereunder shall be made on account of such Claim unless and until such Disputed 

Claim becomes an Allowed Claim. Until such time as the 8.00% First Lien Notes Claims and 9.50% First Lien Notes 

Claims are Allowed pursuant to a Final Order, no distribution shall be made on account of any portion of any such 

Claim that constitutes a Disputed Claim. Notwithstanding anything to the contrary in this Plan, in the event that the 

Secured Creditor Settlement Order has been entered and remains in effect as of the Effective Date, the Holders of First 

Lien Notes Claims shall be paid on the Effective Date all amounts payable to them under the Secured Creditor 

Settlement, subject to recoupment and reduction, or supplementation and increase, by the Reorganized Debtors in the 

event of entry of a subsequent Final Order inconsistent with the Secured Creditor Settlement Order. 

K. Distributions After Allowance 

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be 

made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as reasonably 

practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes a 

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Final Order, the Distribution Agent shall provide to the Holder of such Claim the distribution (if any) to which such 

Holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such Claim. 

ARTICLE VIII. 

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS 

A. Compromise and Settlement of Claims, Interests, and Controversies 

Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the 

distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good-faith 

compromise and settlement of all Claims, Interests, and controversies relating to the contractual, legal, and 

subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or 

any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall 

constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and 

controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests 

of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance 

with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or 

approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle 

Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities. 

The Plan incorporates the Settlement, to be approved by the Bankruptcy Court pursuant to the Settlement 

Order. 

B. Discharge of Claims 

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided in the Plan 

or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, 

and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the 

Effective Date, of Claims (including any Debtor Intercompany Claims or Non-Debtor Intercompany Claims resolved 

or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action held by any 

Entity of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, 

whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in the Debtors 

or any of their assets (including net operating losses and other tax assets or attributes) or properties, regardless of 

whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and 

Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability 

(including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of 

the Debtors prior to the Effective Date and that arise from a termination of employment, any contingent or noncontingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of 

the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (a) a 

Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; 

(b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy 

Code; or (c) the Holder of such a Claim or Interest has accepted the Plan or voted to reject the Plan. The Confirmation 

Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the 

Effective Date, and all actions taken to effectuate the Plan, including by Indenture Trustees or First Lien Agent, shall 

be given the same effect as if such actions were performed under the applicable nonbankruptcy laws under which the 

Debt Documents are governed. Notwithstanding anything in this Article VIII.B to the contrary, if the Plan Toggle 

Event occurs: (a) nothing in the Non-TopCo Plan shall result in the release, discharge, or enjoin the prosecution of, 

any TopCo Guarantee Claims and (b) nothing in the Settlement shall result in the release, discharge, or enjoin the 

prosecution of, any TopCo Guarantee Claims. Nothing in this Article VIII.B shall operate to release, discharge, or 

enjoin any Entity’s rights with respect to the Secured Creditor Claims Litigation (subject to the Debtors’ obligations 

with respect to the Secured Creditor Settlement and the Secured Creditor Settlement Motion). 

C. Release of Liens 

Except with respect to the Liens securing the New Debt or Other Secured Claims that are Reinstated 

pursuant to the Plan, or as otherwise provided in the Plan or in any contract, instrument, release, or other 

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agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, 

pledges, or other security interests against any property of the Estates, subject to the consummation of the 

applicable distributions contemplated in the Plan, shall be fully released and discharged, and the Holders of 

such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such documents as may 

be reasonably requested by the Debtors or the Reorganized Debtors, as applicable, to reflect or effectuate such 

releases, and all of the right, title, and interest of any Holders of such mortgages, deeds of trust, Liens, pledges, 

or other security interests shall revert to the applicable Reorganized Debtor and its successors and assigns in 

each case, without any further approval or order of the Bankruptcy Court and without any action or filing 

required to be taken or made. To the extent that any Holder of a Secured Claim that has been satisfied or 

discharged in full pursuant to the Plan (or any agent for such Holder) has filed or recorded publicly any Liens 

and/or security interests to secure such Holder’s Secured Claim, as soon as reasonably practicable on or after 

the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonably requested 

by the Debtors or the Reorganized Debtors that are reasonably necessary or desirable to record or effectuate 

the cancellation and/or extinguishment of such Liens and/or security interests, including the making of any 

applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or 

recordings on such Holder’s behalf. To the extent any such Holders of such security interests, the First Lien 

Agent or the Prepetition Collateral Trustee require authority or direction to do so, the Plan and Confirmation 

Order shall be deemed to be such authorization or direction, as applicable. Unless the Secured Creditor Claims 

Disputed Distribution Reserve takes the form of the Secured Creditor Claims Disputed Distribution Trust 

Account, the First Lien Notes Trustees shall be granted a perfected, first-priority security interest and Lien on 

the Secured Creditor Claims Disputed Distribution Reserve, as described in Article III herein in the event the 

Secured Creditor Settlement Order is not entered or does not remain in effect; provided that such Lien shall be 

released at such time when the portion of such First Lien Notes Claims that were not paid on the Effective Date 

are (1) Allowed (or otherwise authorized for payment) by Final Order (whether before, on, or after the Effective 

Date) and paid in full (to the extent Allowed), including all interest thereto (to the extent Allowed), in Cash or 

(2) disallowed by Final Order; provided, further, for the avoidance of doubt, no other security interest or Lien 

(including any Lien securing the New Debt or Other Secured Claims that are Reinstated pursuant to the Plan) 

shall attach to the Secured Creditor Claims Disputed Distribution Reserve. 

D. Debtor Release 

In addition to any release provided in the Settlement Order, effective as of the Effective Date, for good 

and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each 

Released Party is conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged 

by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves 

and their respective successors, assigns, and representatives, and any and all other entities who may purport 

to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, 

from any and all Causes of Action, including any derivative claims, asserted or assertable on behalf of any of 

the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter 

arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates 

would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf 

of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any 

manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation 

thereof), the purchase, sale, or rescission of any security of the Debtors or the Reorganized Debtors, the subject 

matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 

business or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-ofcourt restructuring efforts, any intercompany transactions, the DIP Facility, the DIP Order, the Term Loan 

Facility, the First Lien Notes, the Senior Notes, the Indentures, the Chapter 11 Cases, the matters settled 

pursuant to the Settlement, including the Historical Intercompany Transaction Claims, Claims related to the 

Debtors’ tax attributes, including the 2018 Reorganization Claims, the Accelerated Relocation Payment 

Claims, any preference, fraudulent transfer, or other avoidance, recovery, or preservation claim pursuant to 

sections 544, 547, 548, 550, or 551 of the Bankruptcy Code and applicable state and foreign laws, the Plan 

Support Agreement, the Secured Creditor Settlement, the formulation, preparation, dissemination, 

negotiation, entry into, or filing of, as applicable, the Disclosure Statement, the New Debt Documents, the 

Backstop Commitment Agreement, the New Corporate Governance Documents, the New Warrants 

Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support Agreement, 

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the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or 

other agreement or document created or entered into in connection with the Disclosure Statement, the New 

Debt Documents, the Backstop Commitment Agreement, the New Corporate Governance Documents, the New 

Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support 

Agreement, the Secured Creditor Settlement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of 

Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the 

issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or 

any other related agreement, or upon any other act, omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the 

foregoing, the releases set forth above do not release (1) any obligations arising on or after the Effective Date 

of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or 

agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the 

assumption of the Indemnification Provisions as set forth in the Plan or (2) any retained Causes of Action. 

Notwithstanding anything in this Article VIII.D to the contrary, if the Plan Toggle Event occurs: (a) nothing 

in the Non-TopCo Plan shall result in the release, discharge, or enjoin the prosecution of (i) any TopCo 

Guarantee Claims or (ii) any Causes of Action against the TopCos that are not released pursuant to the 

Settlement; and (b) nothing in the Settlement shall result in the release, discharge, or enjoin the prosecution of, 

any TopCo Guarantee Claims. Nothing in this Article VIII.D shall operate to release, discharge, or enjoin any 

Entity’s rights with respect to the Secured Creditor Claims Litigation (subject to the Debtors’ obligations with 

respect to the Secured Creditor Settlement and the Secured Creditor Settlement Motion). 

E. Third-Party Release 

Effective as of the Effective Date, in each case except for Claims arising under, or preserved by, the 

Plan, each Releasing Party (other than the Debtors or the Reorganized Debtors), in each case on behalf of itself 

and its respective successors, assigns, and representatives, and any and all other entities who may purport to 

assert any Claim, Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, 

is deemed to have released and discharged each Debtor, Reorganized Debtor, and each other Released Party 

from any and all Causes of Action, whether known or unknown, including any derivative claims, asserted or 

assertable on behalf of any of the Debtors, that such Entity would have been legally entitled to assert (whether 

individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the 

Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any 

security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving 

rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any 

Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany 

transactions, the DIP Facility, the DIP Order, the Term Loan Facility, the First Lien Notes, the Senior Notes, 

the Indentures, the Chapter 11 Cases, the matters settled pursuant to the Settlement, including the Historical 

Intercompany Transaction Claims, Claims related to the Debtors’ tax attributes, including the 2018 

Reorganization Claims, the Accelerated Relocation Payment Claims, any preference, fraudulent transfer, or 

other avoidance, recovery, or preservation claim pursuant to sections 544, 547, 548, 550, or 551 of the 

Bankruptcy Code and applicable state and foreign laws, the Plan Support Agreement, the Secured Creditor 

Settlement, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the 

Disclosure Statement, the New Debt Documents, the New Corporate Governance Documents, the New 

Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support 

Agreement, the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, 

release, or other agreement or document created or entered into in connection with the Disclosure Statement, 

the New Debt Documents, the New Corporate Governance Documents, the New Warrants Agreements, the 

CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support Agreement, the Secured 

Creditor Settlement, the Plan (including, for the avoidance of doubt, providing any legal opinion requested by 

any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by 

the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal 

opinion), the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the 

administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to 

the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other 

related act, omission, transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release 

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any obligations arising on or after the Effective Date of any party or Entity under the Plan, any Restructuring 

Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) 

executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the 

Plan. Notwithstanding anything in this Article VIII.E to the contrary, if the Plan Toggle Event occurs: 

(a) nothing in the Non-TopCo Plan shall result in the release, discharge, or enjoin the prosecution of (i) any 

TopCo Guarantee Claims or (ii) any Causes of Action against the TopCos that are not released pursuant to the 

Settlement; and (b) nothing in the Settlement shall result in the release, discharge, or enjoin the prosecution of, 

any TopCo Guarantee Claims. Nothing in this Article VIII.E shall operate to release, discharge, or enjoin any 

Entity’s rights with respect to the Secured Creditor Claims Litigation (subject to the Debtors’ obligations with 

respect to the Secured Creditor Settlement and the Secured Creditor Settlement Motion). 

F. Exculpation 

Effective as of the Effective Date, to the fullest extent permissible under applicable law and without 

affecting or limiting either the Debtor Release or the Third Party Release, and except as otherwise specifically 

provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and 

exculpated from any Cause of Action or any claim related to any act or omission in connection with, relating 

to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, entry into, 

or filing of, as applicable, the Chapter 11 Cases, the Disclosure Statement, the New Debt Documents, the 

Backstop Commitment Agreement, the New Corporate Governance Documents, the New Warrants 

Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support Agreement, 

the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or 

other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, 

the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the 

administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan, or 

the distribution of property under the Plan or any other related agreement (including, for the avoidance of 

doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, 

document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan 

or the Confirmation Order in lieu of such legal opinion), except for claims related to any act or omission that 

is determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence, but in 

all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their 

duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation of the 

Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard 

to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and 

on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or 

regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made 

pursuant to the Plan. 

G. Injunction 

In addition to any injunction provided in the Settlement Order, effective as of the Effective Date, to 

the fullest extent permissible under applicable law, and except as otherwise expressly provided in the Plan or 

for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that 

have held, hold, or may hold Claims or Interests or Causes of Action that have been released, discharged, or 

are subject to exculpation are permanently enjoined, from and after the Effective Date, from taking any of the 

following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the 

Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on 

account of or in connection with or with respect to any such claims or interests or Causes of Action; (2) 

enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order 

against such Entities on account of or in connection with or with respect to any such claims or interests or 

Causes of Action; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or 

the property or the estates of such Entities on account of or in connection with or with respect to any such 

claims or interests or Causes of Action; (4) asserting any right of setoff, subrogation, or recoupment of any kind 

against any obligation due from such Entities or against the property of such Entities on account of or in 

connection with or with respect to any such claims or interests or Causes of Action unless such Entity has filed 

a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an 

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indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of 

setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or 

other proceeding of any kind on account of or in connection with or with respect to any such claims or interests 

or Causes of Action released or settled or subject to exculpation pursuant to the Plan. Notwithstanding the 

foregoing, all Entities are permanently enjoined and prohibited from taking any action (i) to adversely impact, 

reduce or diminish the Debtors’ or Reorganized Debtors’ net operating losses or other tax assets or attributes, 

or (ii) otherwise taking any action (including in the United States or any foreign jurisdiction) that is intended 

or is reasonably likely to directly or indirectly prevent, impede, hinder, adversely affect, and/or delay any of 

the Restructuring Transactions or any actions or efforts of the Debtors and Reorganized Debtors and/or their 

ability to consummate the Plan. Notwithstanding anything in this Article VIII.G to the contrary, if the Plan 

Toggle Event occurs: (a) nothing in the Non-TopCo Plan shall result in the release, discharge, or enjoin the 

prosecution of (i) any TopCo Guarantee Claims or (ii) any Causes of Action against the TopCos that are not 

released pursuant to the Settlement; and (b) nothing in the Settlement shall result in the release, discharge, or 

enjoin the prosecution of, any TopCo Guarantee Claims. Nothing in this Article VIII.G shall operate to release, 

discharge, or enjoin any Entity’s rights with respect to the Secured Creditor Claims Litigation (subject to the 

Debtors’ obligations with respect to the Secured Creditor Settlement and the Secured Creditor Settlement 

Motion).

H. Protection Against Discriminatory Treatment 

In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VI of the 

United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any Entity 

with which a Reorganized Debtor has been or is associated, or deny, revoke, suspend, or refuse to renew a license, 

permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant 

against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely 

because such Reorganized Debtor was a Debtor under chapter 11, may have been insolvent before the commencement 

of the Chapter 11 Cases (or during the Chapter 11 Cases but before such Debtor was granted or denied a discharge), 

or has not paid a debt that is dischargeable in the Chapter 11 Cases. 

I. Recoupment 

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any 

claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually 

has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation 

Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder asserts, has, or 

intends to preserve any right of recoupment. 

J. Reimbursement or Contribution 

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to 

section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the Effective Date, 

such Claim shall be forever disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the 

Effective Date (1) such Claim has been adjudicated as noncontingent, or (2) the relevant Holder of a Claim has filed 

a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining such Claim 

as no longer contingent. 

K. Term of Injunctions or Stays 

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the 

Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court) and 

existing on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation 

Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or 

the Confirmation Order shall remain in full force and effect in accordance with their terms. 

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L. Document Retention

On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their

standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized 

Debtors. 

ARTICLE IX. 

CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE 

A. Conditions Precedent to the Confirmation Date

It shall be a condition to the Confirmation Date that the Bankruptcy Court shall have entered the Settlement

Order unless such condition has been waived pursuant to Article IX.C. 

B. Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived

pursuant to Article IX.C: 

1. the Bankruptcy Court shall have entered the Confirmation Order with respect to each Debtor, which

shall (i) authorize the 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, (ii) 

authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) make all 

distributions and issuances as required under the Plan; and (c) enter into any agreements, transactions, and sales of 

property, including the New Debt Documents, the Backstop Commitment Agreement (including paying the Backstop 

Premium), New Warrants Agreements, CVR Agreements, and Management Incentive Plan, and (iii) authorize the 

implementation of the Plan in accordance with its terms, and the Effective Date shall occur for each Debtor 

simultaneously; 

2. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents

that are necessary to implement and effectuate the Restructuring Transactions, including the Plan, the Plan Support 

Agreement shall remain in full force and effect with respect to each Debtor for which the Plan was confirmed; 

3. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained

therein shall have been filed in a manner consistent in all material respects with the Plan and the PSA Definitive 

Document Requirements, and the Definitive Documents shall comply with the PSA Definitive Document 

Requirements; 

4. all HoldCo Guarantee Claims shall be withdrawn with prejudice and not entitled to any distribution

under the Plan; provided that this condition shall not be required to be satisfied, and the Plan shall be automatically 

amended to remove this condition, if, at the time of entry of the Confirmation Order or prior thereto, either of the 

following events have occurred: (a) Consenting Creditors that hold at least two-thirds (2/3) of the Connect Senior 

Notes (excluding any Connect Senior Notes held by the Debtors) cease to be party to the Plan Support Agreement or 

(b) the Required Consenting HoldCo Creditors have terminated the Plan Support Agreement;

5. the documentation related to the New Debt shall have been duly executed and delivered by all of the

Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the 

Effective Date) to the effectiveness of the New Debt shall have been satisfied or duly waived in writing in accordance 

with the terms of the New Debt; 

6. the closing of the New Revolver and the New Term Loans and/or the issuance of the New Notes, as

applicable, shall have occurred; 

7. the New Warrants Agreements and CVR Agreements shall have been duly executed and delivered by

all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the 

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occurrence of the Effective Date) to the effectiveness of the New Warrants Agreements and CVR Agreements shall 

have been satisfied or duly waived in writing in accordance with the terms thereof; 

8. the definitive documentation concerning the Management Incentive Plan shall have been completed; 

provided that this condition may be waived by written agreement between the Required Consenting Jackson Crossover 

Group Members and the Debtors; 

9. the New Common Stock, New Warrants, CVRs, and Reorganized S.A. Common Stock shall have been 

issued and distributed, and any Cash on hand at the HoldCos shall have been distributed, in accordance with the Plan; 

10. the DIP Claims shall have been indefeasibly paid in full in Cash; 

11. all actions, documents, certificates, and agreements necessary to implement the Plan (including any 

documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required parties 

and, to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws; 

12. all Professional Fee Claims of retained professionals that require the Bankruptcy Court’s approval shall 

have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been 

placed in the Professional Fee Escrow Account pending the Bankruptcy Court’s approval of such Professional Fee 

Claims; 

13. the Settlement Order shall have been entered and not subject to any stay, and the Accelerated Relocation 

Payment Claims shall have been resolved pursuant to an order not subject to any stay, on the terms set forth in this 

Plan (or such other terms that are acceptable to the Required Consenting Jackson Crossover Group Members); 

14. the Value Allocation shall not have changed from the version of the Value Allocation filed with the 

Disclosure Statement on August 24, 2021 in a manner that either (a) allocates any value to any Entity that is not an 

obligor (or guarantor) in respect of the Jackson Senior Notes or (b) increases by more than five percent (5%) or 

decreases by more than five percent (5%) the recovery percentage at any Jackson Debtor, unless (in either case) the 

Required Consenting Jackson Crossover Group Members have approved such changes in writing; and 

15. (x) all unpaid Restructuring Expenses, (y) the Backstop Premium, and (z) all amounts payable by the 

Debtors pursuant to the DIP Order and the Plan Support Agreement shall have been indefeasibly paid in full in Cash. 

For the avoidance of doubt, the conditions precedent to the Effective Date enumerated above shall apply to each 

Debtor on an individual basis, and the Effective Date for any individual Debtor may occur prior to the Effective Date 

of any other individual Debtor. 

C. Waiver of Conditions to the Confirmation Date and the Effective Date 

Other than to the extent specifically set forth in Article IX, and subject to the limitations contained in and the 

other terms of the Plan Support Agreement, each condition to (i) the Confirmation Date set forth in Article IX.A and 

(ii) the Effective Date set forth in Article IX.B may be waived in whole or in part at any time by the Debtors, with the 

consent of the Required Consenting Unsecured Creditors (such consent not to be unreasonably withheld) without an 

order of the Bankruptcy Court; provided that, solely to the extent that the waiver of any condition would impact the 

Allowed amount or treatment of the First Lien Notes Claims or Term Loan Facility Claims, such waiver shall also be 

subject to the consent (not to be unreasonably withheld) of the Required Consenting Jackson Ad Hoc Group 

Noteholders and the Required Consenting First Lien Noteholders (with respect to the First Lien Notes Claims) and 

the Required Consenting Jackson Ad Hoc Group Members (with respect to the Term Loan Facility Claims); provided, 

further, however, the condition in Article IX.B.3 of the Plan may be waived with respect to a particular Definitive 

Document only to the extent that such waiver conforms to the applicable consent rights in the Plan Support Agreement; 

provided, further, with respect to the condition in Article IX.A: (a) for the avoidance of doubt, if a Debtor is not party 

to the Settlement Agreement, such Debtor’s consent shall not be needed to waive such condition and (b) the consent 

of the Required Consenting Creditors and (applicable) Debtors to waive such condition may be withheld or granted 

in each of the Debtors’ and Required Consenting Creditors’ sole discretion. 

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D. Substantial Consummation 

“Substantial Consummation” of the Plan, as defined in section 1101(2) of the Bankruptcy Code shall be 

deemed to occur on the Effective Date. 

E. Effect of Non-Occurrence of Conditions to Consummation 

If the Effective Date does not occur with respect to any particular Debtor, the Plan shall be null and void in 

all respects with respect to such Debtor, and nothing contained in the Plan or the Disclosure Statement 

shall: (1) constitute a waiver or release of any Claims by or Claims against or Interests in such Debtor; (2) prejudice 

in any manner the rights of such Debtor, any Holders of a Claim or Interest, or any other Entity; or (3) constitute an 

admission, acknowledgment, offer, or undertaking by such Debtor, any Holders, or any other Entity in any respect. 

Notwithstanding the foregoing, upon the occurrence of a Plan Toggle Event, the Plan shall immediately and 

automatically convert to the Non-TopCo Plan, and any references herein to the “Plan” or to the “Debtors” shall be 

deemed to refer to the Non-TopCo Plan and the Non-TopCo Debtors, respectively. 

ARTICLE X. 

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN 

A. Modification of Plan 

The Debtors reserve the right (subject to the terms of the Plan Support Agreement, and the consents required 

therein, including the PSA Definitive Document Requirements) to modify the Plan prior to Confirmation and seek 

Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. 

Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy 

Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights 

(subject to the terms of the Plan Support Agreement, and the consents required therein, including the PSA Definitive 

Document Requirements) to alter, amend, or modify materially the Plan, one or more times, after Confirmation, and 

(subject to the terms of the Plan Support Agreement, and the consents required therein, including the PSA Definitive 

Document Requirements), to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, 

or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure 

Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the 

Plan. Notwithstanding anything to the contrary herein, the Debtors or the Reorganized Debtors, as applicable, shall 

not amend or modify the Plan in a manner inconsistent with the Plan Support Agreement or the PSA Definitive 

Document Requirements. If, prior to entry of the Confirmation Order, either of the following events occur, then the 

Plan shall be automatically amended to provide that the HoldCo Guarantee Claims shall not be released pursuant to 

the Plan, and instead the HoldCo Guarantee Claims may be asserted against each and every HoldCo: (a) Consenting 

Creditors that hold at least two-thirds (2/3) of the Connect Senior Notes (excluding any Connect Senior Notes held by 

the Debtors) cease to be party to the Plan Support Agreement or (b) the Required Consenting HoldCo Creditors have 

terminated the Plan Support Agreement. 

B. Effect of Confirmation on Modifications 

 Entry of the Confirmation Order shall constitute approval of all modifications to the Plan occurring after the 

solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a finding that such modifications to the 

Plan do not require additional disclosure or resolicitation under Bankruptcy Rule 3019. 

C. Revocation or Withdrawal of Plan 

Subject to the Plan Support Agreement (including the PSA Definitive Document Requirements), the Debtors 

reserve the right to revoke or withdraw the Plan before the Confirmation Date and to file subsequent chapter 11 plans. 

If the Debtors revoke or withdraw the Plan, or if the Confirmation Date or the Effective Date does not occur, then: 

(1) the Plan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan (other than 

the Settlement Agreement, to the extent embodied in an agreement other than the Plan), assumption of Executory 

Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant hereto will be 

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null and void in all respects; and (3) nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, 

Interests, or Causes of Action, (b) prejudice in any manner the rights of any Debtor or any other Entity, or (c) constitute 

an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Entity. 

ARTICLE XI. 

RETENTION OF JURISDICTION 

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the 

Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases 

and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to: 

1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured 

status, or amount of any Claim or Interest, including the resolution of any request for payment of any Claim or Interest 

and the resolution of any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims 

or Interests; 

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications 

for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy 

Code or the Plan; 

3. resolve any matters related to Executory Contracts or Unexpired Leases, including: (a) the assumption, 

assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or 

with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Cure Claims 

arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation 

under any Executory Contract or Unexpired Lease that is assumed; and (c) any dispute regarding whether a contract 

or lease is or was executory or expired; 

4. ensure that distributions to Holders of Allowed Claims and Interests (as applicable) are accomplished 

pursuant to the provisions of the Plan and adjudicate any and all disputes arising from or relating to distributions under 

the Plan; 

5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and 

any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date; 

6. enter and implement such orders as may be necessary or appropriate to execute, implement, or 

consummate the provisions of (a) contracts, instruments, releases, indentures, and other agreements or documents 

approved by Final Order in the Chapter 11 Cases and (b) the Plan, the Confirmation Order, and contracts, instruments, 

releases, indentures, and other agreements or documents created in connection with the Plan; provided that the 

Bankruptcy Court shall not retain jurisdiction over disputes concerning documents contained in the Plan Supplement 

that have a jurisdictional, forum selection, or dispute resolution clause that refers disputes to a different court; 

7. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy 

Code; 

8. grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant 

to section 365(d)(4) of the Bankruptcy Code; 

9. adjudicate, decide, or resolve any and all matters related to the Restructuring Transactions; 

10. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or 

appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan, including any action 

to adversely impact, reduce or diminish the Debtors’ or Reorganized Debtors’ net operating losses or other tax assets 

or attributes, or any action (including in the United States or any foreign jurisdiction) that is intended or is reasonably 

likely to directly or indirectly prevent, impede, hinder, adversely affect, and/or delay any of the Restructuring 

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Transactions or any actions or efforts of the Debtors and Reorganized Debtors and/or their ability to consummate the 

Plan; 

11. hear and determine any dispute in connection with the exercise of any Indenture Trustee Charging Lien; 

12. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters that may arise in 

connection with the Consummation, interpretation, or enforcement of the Plan, the Disclosure Statement, the 

Confirmation Order, or the Restructuring Transactions, or any Entity’s obligations incurred in connection with the 

foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the 

Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions; 

13. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or Causes of Action in 

connection with or in any way related to the Chapter 11 Cases, including: (a) with respect to the repayment or return 

of distributions and the recovery of additional amounts owed by the Holder of a Claim or an Interest for amounts not 

timely repaid pursuant to Article VI.K.1 of the Plan; (b) with respect to the releases, injunctions, and other provisions 

contained in Article VIII of the Plan, including entry of such orders as may be necessary or appropriate to implement 

such releases, injunctions, and other provisions; (c) that may arise in connection with the Consummation, 

interpretation, implementation, or enforcement of the Plan, the Confirmation Order, and, subject to any applicable 

forum selection clauses, contracts, instruments, releases, indentures, and other agreements or documents created in 

connection with the Plan; or (d) related to section 1141 of the Bankruptcy Code; 

14. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any 

reason modified, stayed, reversed, revoked, or vacated; 

15. consider any modifications to the Plan before or after the Effective Date pursuant to section 1127 of the 

Bankruptcy Code, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other 

agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the 

Confirmation Order; or remedy any defect or omission or reconcile or clarify any inconsistency in any Bankruptcy 

Court order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other 

agreement or document entered into, delivered or created in connection with the Plan, the Disclosure Statement or the 

Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan; 

16. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 

505, and 1146 of the Bankruptcy Code; 

17. enter an order or Final Decree concluding or closing the Chapter 11 Cases; 

18. enforce all orders previously entered by the Bankruptcy Court; and 

19. hear any other matter not inconsistent with the Bankruptcy Code; 

 Nothing herein limits the jurisdiction of the Bankruptcy Court to interpret and enforce the Plan and all 

contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan, 

or the Disclosure Statement, without regard to whether the controversy with respect to which such interpretation or 

enforcement relates may be pending in any state or other federal court of competent jurisdiction. 

 If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without 

jurisdiction over any matter, including the matters set forth in this Article XI, the provisions of this Article XI shall 

have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other court having 

jurisdiction with respect to such matter. 

Unless otherwise specifically provided herein or in a prior order of the Bankruptcy Court, the Bankruptcy 

Court shall have exclusive jurisdiction to hear and determine disputes concerning Claims against or Interests in the 

Debtors that arose prior to the Effective Date. 

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Notwithstanding the foregoing, on and after the Effective Date, the Bankruptcy Court shall not retain 

jurisdiction over matters arising out of or related to each of the New Debt Documents, New Warrant Agreements, 

CVR Agreements, and New Corporate Governance Documents, and the New Debt Documents, New Warrant 

Agreements, CVR Agreements, and New Corporate Governance Documents shall be governed by the respective 

jurisdictional provisions therein. 

ARTICLE XII. 

MISCELLANEOUS PROVISIONS 

A. Immediate Binding Effect 

 Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the 

Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and 

deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims or Interests 

(irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to 

or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity 

acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases 

with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted, or compromised, as 

applicable, pursuant to the Plan regardless of whether any Holder of a Claim or Interest has voted on the Plan. 

B. Additional Documents 

On or before the Effective Date, and consistent in all respects with the terms of the Plan Support Agreement 

(including the consent rights set forth therein), the Debtors may file with the Bankruptcy Court such agreements and 

other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the 

Plan and the Plan Support Agreement; provided that such agreements and other documents shall be consistent with 

the PSA Definitive Document Requirements. The Debtors or the Reorganized Debtors, as applicable, and all Holders 

of Claims and Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to 

time, prepare, execute, and deliver any agreements or documents, including any subscription agreements, and take 

any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan. 

C. Dissolution of the Committee 

On the Effective Date, the Committee shall dissolve and all members, employees, or agents thereof shall be 

released and discharged from all rights and duties arising from or related to the Chapter 11 Cases; provided that the 

Committee shall be deemed to remain in existence solely with respect to, and shall not be heard on any issue except, 

applications filed by the Professionals pursuant to sections 330 and 331 of the Bankruptcy Code. From and after the 

Effective Date, none of the Debtors or the Reorganized Debtors shall be responsible for paying any fees or expenses 

incurred after the Effective Date by the members of or advisors to the Committee. 

D. Statutory Fees 

All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses payable to the 

U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, 

shall be paid by each of the applicable Reorganized Debtors for each quarter (including any fraction thereof) until the 

applicable Chapter 11 Case of such Reorganized Debtor is converted, dismissed, or closed, whichever occurs first. 

E. Payment of Certain Fees and Expenses 

 Without any further notice to or action, order, or approval of the Bankruptcy Court, the Debtors or 

Reorganized Debtors, as applicable, shall pay on the Effective Date all then-outstanding reasonable and documented 

unpaid fees and expenses incurred on or before the Effective Date by all of the attorneys, advisors, and other 

professionals payable under the Plan and the Plan Support Agreement. Any such costs and expenses that are attorneys’ 

fees and expenses shall be submitted to the Debtors or the Reorganized Debtors in the form of summary invoices of 

the relevant law firms. 

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F. Reservation of Rights 

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court 

has entered the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, 

or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement 

shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of 

Claims or Interests prior to the Effective Date. 

G. Successors and Assigns 

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and 

shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, 

representative, attorney, beneficiary, or guardian, if any, of each Entity. 

H. Service of Documents 

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by 

facsimile transmission) and, unless otherwise expressly provided in the Plan, shall be deemed to have been duly given 

or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically 

confirmed, addressed as follows: 

If to the Reorganized Debtors: 

Intelsat S.A. 

7900 Tysons One Place 

McLean, Virginia 22102 

Attention: Michelle Bryan 

E-mail: Michelle.Bryan@Intelsat.com 

With copies to:

Kirkland & Ellis LLP

601 Lexington Avenue 

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Attention: Edward Sassower, P.C.; Steven Serajeddini, P.C.; and Aparna Yenamandra 

E-mail: ESassower@Kirkland.com; Steven.Serajeddin@Kirkland.com; 

Aparna.Yenamandra@Kirkland.com 

and 

Kutak Rock LLP 

901 East Byrd Street, Suite 1000 

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

Attention: Michael A. Condyles (VA 27807); Peter J. Barrett (VA 46179); 

Jeremy S. Williams (VA 77469); Brian H. Richardson (VA 92477) 

Email: Michael.Condyles@KutakRock.com; Peter.Barrett@KutakRock.com; 

Jeremy.Williams@KutakRock.com; Brian.Richardson@KutakRock.com 

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74 

If to the Committee: 

Milbank LLP

55 Hudson Yards 

New York, New York 10001 

Attention: Dennis Dunne, Andrew Leblanc, Matthew Brod 

E-mail: ddunne@milbank.com; aleblanc@milbank.com; mbrod@milbank.com 

 After the Effective Date, the Reorganized Debtors shall have the authority to send a notice to Entities that 

continue to receive documents pursuant to Bankruptcy Rule 2002 requiring such Entity to file a renewed request to 

receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are 

authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who 

have filed such renewed requests. 

I. Entire Agreement 

Except as otherwise indicated, and without limiting the effectiveness of the Plan Support Agreement 

(including the consent rights set forth therein), the Plan (including, for the avoidance of doubt, the Plan Supplement) 

supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and 

representations on such subjects, all of which have become merged and integrated into the Plan. In the event of any 

inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control. 

J. Plan Supplement Exhibits 

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan 

as if set forth in full in the Plan, provided, for the avoidance of doubt, all such exhibits and documents shall comply 

with the PSA Definitive Document Requirements. After the exhibits and documents are filed, copies of such exhibits 

and documents shall be made available upon written request to the Debtors’ counsel at the address above or by 

downloading such exhibits and documents from https://cases.stretto.com/intelsat or the Bankruptcy Court’s website 

at www.vaeb.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the extent any exhibit 

or document in the Plan Supplement is inconsistent with the terms of any part of the Plan that does not constitute the 

Plan Supplement, the Plan Supplement shall control, provided, for the avoidance of doubt, all such exhibits and 

documents shall comply with the PSA Definitive Document Requirements. The documents considered in the Plan 

Supplement are an integral part of the Plan and shall be deemed approved by the Bankruptcy Court pursuant to the 

Confirmation Order. 

K. Non-Severability 

Except as set forth in Article VIII of the Plan, the provisions of the Plan, including its release, injunction, 

exculpation and compromise provisions, and the Definitive Documents, are mutually dependent and non-severable. 

The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the 

Plan and the Definitive Documents are: (1) valid and enforceable pursuant to their terms; (2) integral to the Plan and 

may not be deleted or modified without the consent of the Debtors and the Required Consenting Creditors consistent 

with the terms set forth herein; and (3) non-severable and mutually dependent. 

L. Votes Solicited in Good Faith 

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in 

good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the 

Debtors, the Consenting Creditors and each of their respective affiliates, agents, representatives, members, principals, 

shareholders, officers, directors, employees, advisors, and attorneys will be deemed to have participated in good faith 

and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold 

under the Plan and any previous plan, and, therefore, no such parties, individuals, or the Reorganized Debtors will 

have any liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on the 

Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan. 

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M. Waiver or Estoppel 

Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, 

including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, 

Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if 

such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court 

prior to the Confirmation Date. 

N. Closing of Chapter 11 Cases 

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the 

Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court 

to close the Chapter 11 Cases. 

[Remainder of page intentionally left blank.]

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Dated: August 24, 2021 Intelsat S.A. 

on behalf of itself and all other Debtors 

 

/s/ David Tolley 

 David Tolley 

 Chief Financial Officer and Co-Chief Restructuring 

Officer 

Intelsat S.A. 

 

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Exhibit B

Amended Plan Comparison 

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Chapter 11

)

AMENDED JOINT CHAPTER 11 PLAN OF

REORGANIZATION OF INTELSAT S.A. AND ITS DEBTOR AFFILIATES

NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST. YOU SHOULD NOT RELY ON THE INFORMATION CONTAINED IN, OR THE TERMS OF, THIS

PLAN FOR ANY PURPOSE PRIOR TO THE CONFIRMATION OF THIS PLAN BY THE BANKRUPTCY

COURT. THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY

CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES. Edward O. Sassower, P.C. (admitted pro hac vice)

)

Michael A. Condyles (VA 27807)

)

Steven N. Serajeddini, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179)

Anthony R. GrossiAparna Yenamandra (admitted pro hac

vice) Jeremy S. Williams (VA 77469)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

KIRKLAND & ELLIS LLP

INTELSAT S.A., et al.,1

Brian H. Richardson (VA 92477)

KIRKLAND & ELLIS INTERNATIONAL LLP

)

KUTAK ROCK LLP

601 Lexington Avenue

Case No. 20-32299 (KLP)

901 East Byrd Street, Suite 1000

New York, New York 10022 Richmond, Virginia 23219-4071

Telephone: (212) 446-4800 Telephone: (804) 644-1700

Facsimile: (212) 446-4900

)

Facsimile: (804) 783-6192

In re:

Co-Counsel to the Debtors and Debtors in Possession

Debtors.

)

)

Dated: FebruaryAugust 124, 2021

(Jointly Administered)

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a

complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not

provided herein. A complete list may be obtained on the website of the Debtors’ proposed claims and noticing

agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One

Place, McLean, VA 22102.

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TABLE OF CONTENTS

Page

INTRODUCTION 1

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES 1

A. Defined Terms 1

B. Rules of Interpretation 1824

C. Computation of Time 1925

D. Governing Law 1925

E. Reference to Monetary Figures 1925

F. Reference to the Debtors or the Reorganized Debtors 1925

G. Controlling Documents 1925

H. Consent Rights 1925

ARTICLE II. ADMINISTRATIVE AND PRIORITY CLAIMS 205

A. DIP Claims 206

B. Administrative Claims 206

C. Professional Fee Claims 216

D. Priority Tax Claims 239

ARTICLE III. CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS 239

A. Classification of Claims and Interests 239

B. Treatment of Classes of Claims and Interests 326

C. Special Provision Governing Unimpaired Claims 3340

D. Elimination of Vacant Classes 3340

E. Voting Classes; Presumed Acceptance by Non-Voting Classes 3341

F. Subordinated Claims 3341

G. Intercompany Interests 341

H. Controversy Concerning Impairment 341

I. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code 341

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN 341

A. General Settlement of Claims and Interests 341

B. Secured Creditor Settlement Agreement 342

C. Term Loan Facility Claims Settlement 42

CD. Restructuring Transactions 3542

DE. Sources of Consideration for Plan Distributions 436

EF. Exemption from Registration Requirements 3846

FG. Corporate Existence 3946

GH. Corporate Action 3947

HI. FCC Licenses and Regulatory Applications 3947

IJ. Vesting of Assets in the Reorganized Debtors 3947

JK. Cancellation of Notes, Instruments, Certificates, and Other Documents 408

KL. Ef ectuating Documents; Further Transactions 408

LM. Exemptions from Certain Taxes and Fees 408

MN. New Corporate Governance Documents 419

NO. Directors and Of icers 419

OP. Management Incentive Plan 419

Q. Payment of Indenture Trustee Fees 50

PR. Preservation of Causes of Action 4150

S. Non-TopCo Plan 50

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ii

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 4251

A. Assumption of Executory Contracts and Unexpired Leases 4251

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases 4251

C. Cure of Defaults and Objections to Cure and Assumption 4352

D. Insurance Policies 4452

E. Indemnification Provisions 4453

F. Director, Of icer, Manager, and Employee Liability Insurance 4453

G. Employee and Retiree Benefits 453

H. Modifications, Amendments, Supplements, Restatements, or Other Agreements 545

I. Reservation of Rights 545

J. Nonoccurrence of Ef ective Date. 4655

K. Contracts and Leases Entered Into After the Petition Date 4655

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS 4655

A. Timing and Calculation of Amounts to Be Distributed 4655

B. Distributions on Account of Obligations of Multiple Debtors 4655

C. Distribution Agent 4655

D. Rights and Powers of Distribution Agent 4655

E. Delivery of Distributions 4756

F. Manner of Payment 4857

G. Compliance Matters 4857

H. No Postpetition or Default Interest on Claims 458

I. Allocation Between Principal and Accrued Interest 458

J. Setof s and Recoupment 458

K. Claims Paid or Payable by Third Parties 4958

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND

DISPUTED CLAIMS 459

A. Allowance of Claims 459

B. Claims Administration Responsibilities. 459

C. Adjustment to Claims Without Objection 509

D. Time to File Objections to Claims or Interests 509

E. Estimation of Claims 509

F. Disputed and Contingent Claims Reserve 560

G. Disallowance of Claims 560

H. Amendments to Proofs of Claim 561

I. Reimbursement or Contribution 561

J. No Distributions Pending Allowance 561

K. Distributions After Allowance 561

ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS 561

A. Compromise and Settlement of Claims, Interests, and Controversies 561

B. Discharge of Claims 562

C. Release of Liens 562

D. Debtor Release 5263

E. Third-Party Release 5364

F. Exculpation 654

G. Injunction 654

H. Protection Against Discriminatory Treatment 5466

I. Recoupment 5566

J. Reimbursement or Contribution 5566

K. Term of Injunctions or Stays 5566

L. Document Retention 5566

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iii

ARTICLE IX. CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE 5566

A. Conditions Precedent to the Ef ectiveConfirmation Date. 5566

B. Conditions Precedent to the Ef ective Date. 67

BC. Waiver of Conditions to the Confirmation Date and the Ef ective Date 568

CD. Substantial Consummation 568

DE. Ef ect of Non-Occurrence of Conditions to Consummation 5768

ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN 5769

A. Modification of Plan 5769

B. Ef ect of Confirmation on Modifications 5769

C. Revocation or Withdrawal of Plan 5769

ARTICLE XI. RETENTION OF JURISDICTION 5769

ARTICLE XII. MISCELLANEOUS PROVISIONS 5972

A. Immediate Binding Ef ect 5972

B. Additional Documents 5972

C. Dissolution of the Committee 72

CD. Statutory Fees 5972

DE. Payment of Certain Fees and Expenses 6072

EF. Reservation of Rights 6072

FG. Successors and Assigns 6073

GH. Service of Documents 6073

HI. Entire Agreement 6174

IJ. Plan Supplement Exhibits 6174

JK. Non-Severability 6274

KL. Votes Solicited in Good Faith 6274

LM. Waiver or Estoppel 6275

MN. Closing of Chapter 11 Cases 6275

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INTRODUCTION

Intelsat S.A. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases

(each a “Debtor” and, collectively, the “Debtors”) propose (a) this joint plan of reorganization (together with the

documents comprising the Plan Supplement, the “Plan”) for the resolution of the outstanding Claims against and

Interests in the Debtors and (b) the Non-TopCo Plan for the resolution of the outstanding Claims against and

Interests in all Debtors other than the Non-TopCo Debtors, in each case pursuant to chapter 11 of the Bankruptcy

Code. Capitalized terms used in the Plan and not otherwise defined shall have the meanings set forth in

Article I.AI.A of the Plan. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the

Bankruptcy Code. The classifications of Claims and Interests set forth in Article IIIIII of the Plan shall be deemed

to apply separately with respect to each Debtor, as applicable, for the purpose of receiving distributions pursuant to

this Plan. While the Plan constitutes a single plan of reorganization for all Debtors, the Plan does not contemplate

substantive consolidation of any of the Debtors. In the event that the Plan is not capable of being confirmed with

respect to a TopCo Debtor, but is capable of being confirmed as to Non-TopCo Debtors, then the Non-TopCo Plan

may be confirmed as a single plan of reorganization for all Non-TopCo Debtors. Reference is made to the

Disclosure Statement for a discussion of the Debtors’ history, business, properties, operations, projections, risk

factors, a summary and description of this Plan, and certain related matters. ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE

ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY

BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. ARTICLEI. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES

A. Defined Terms

As used in this Plan, capitalized terms have the meanings set forth below. 1. “1145 Securities” means, collectively, the New Common Stock, the CVRs (including New

Common Stock issuable thereunder), and, the New Warrants (including New Common Stock issued upon exercise of

the New Warrants), and the Reorganized S.A. Common Stock issued in reliance upon section 1145 of the

Bankruptcy Code to the fullest extent the issuance of such securities pursuant to section 1145 of the Bankruptcy

Code is permitted under applicable law. 2. “2018 Reorganization Claims” means any and all Claims, Causes of Action and other challenges

related to the series of transactions and related steps that the Debtors (or their affiliates) implemented in and around

June–July 2018 (or related transactions that took place thereafter) that reorganized (or assisted or were intended to

assist in the reorganization of) the ownership of certain of the assets of the Debtors and their affiliates (including

transactions effecting changes in tax and accounting attributes). 3. 2. “2021 and 2023 Lux Senior Notes Trustee” means Delaware Trust Company, solely in its

capacity as trustee under the Lux Multi Senior Notes Indenture, and any predecessor or successor thereto. 4. 3. “2021 Lux Senior Notes” means those certain 7.75% senior notes due 2021, issued by LuxCo, in an original aggregate principal amount of $2,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 5. “2021 Lux Senior Notes Claims” means any Claim arising under the Lux Multi Senior Notes

Indenture relating to the 2021 Lux Senior Notes. 6. 4. “2023 Jackson Senior Notes” means those certain 5.50% senior notes due 2023, issued by

Jackson, in an original aggregate principal amount of $1,9852,000,000,000, pursuant to the 2023 Jackson Senior

Notes Indenture.

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7. 5. “2023 Jackson Senior Notes Indenture” means that certain indenture, dated as of June 5, 2013, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

2023 Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as guarantors, and 2023

Jackson Senior Notes Trustee, as trustee. 8. 6. “2023 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its

capacity as trustee under the 2023 Jackson Senior Notes Indenture, and any predecessor or successor thereto. 9. 7. “2023 Lux Senior Notes” means those certain 8.125% senior notes due 2023, issued by LuxCo, in an original aggregate principal amount of $1,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 10. “2023 Lux Senior Notes Claims” means any Claim arising under the Lux Multi Senior Notes

Indenture relating to the 2023 Lux Senior Notes. 11. 8. “2024 Jackson Senior Notes” means those certain 8.50% senior notes due 2024, issued by

Jackson, in an original aggregate principal amount of $2,250,000,000, with a subsequent issuance in an aggregate

principal amount of $700,000,000, for a total aggregate principal amount of $2,950,000,000, pursuant to the

2024 Jackson Senior Notes Indenture. 12. 9. “2024 Jackson Senior Notes Indenture” means that certain indenture, dated as of

September 19, 2018, as amended, restated, amended and restated, supplemented, waived, or otherwise modified

from time to time, for the 2024 Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as

guarantors, and 2024 Jackson Senior Notes Trustee, as trustee. 13. 10. “2024 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its

capacity as trustee under the 2024 Jackson Senior Notes Indenture, and any predecessor or successor thereto. 14. 11. “2024 Lux Senior Notes” means those certain 12.50% senior notes due 2024, issued by

LuxCo, in an original aggregate principal amount of $403,325,000, pursuant to the 2024 Lux Senior Notes

Indenture.15. “2024 Lux Senior Notes Claims” means any Claim arising under the 2024 Lux Senior Notes

Indenture relating to the 2024 Lux Senior Notes. 16. 12. “2024 Lux Senior Notes Indenture” means that certain indenture, dated as of January 6, 2017, by and among LuxCo, as issuer, and the 2024 Lux Senior Notes Trustee, as trustee, as amended, restated, amended

and restated, supplemented, waived, or otherwise modified from time to time, for the 2024 Lux Senior Notes, by and

among LuxCo, as issuer, and 2024 Lux Senior Notes Trustee, as trusteeprior to the Petition Date. 17. 13. “2024 Lux Senior Notes Trustee” means Delaware Trust Company, solely in its capacity as

trustee under the 2024 Lux Senior Notes Indenture, and any predecessor or successor thereto. 18. 14. “2025 Jackson Senior Notes” means those certain 9.75% senior notes due 2025, issued by

Jackson, in an original aggregate principal amount of $1,500,000,000, with a subsequent issuance in an aggregate

principal amount of $400,000,000, for a total aggregate principal amount of $1,900,000,000, pursuant to the 2025

Jackson Senior Notes Indenture. 19. 15. “2025 Jackson Senior Notes Indenture” means that certain indenture, dated as of July 5, 2017, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

2025 Jackson Senior Notes, by and among Jackson, as issuer, certain of the Debtors, as guarantors, and 2025

Jackson Senior Notes Trustee, as trustee. 20. 16. “2025 Jackson Senior Notes Trustee” means U.S. Bank, National Association, solely in its

capacity as trustee under the 2025 Jackson Senior Notes Indenture, and any predecessor or successor thereto.

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21. 17. “2026 Envision Intercompany Note” means that certain intercompany promissory note due

2026, issued by Envision to Intelsat S.A. on June 18, 2018 in an aggregate principal amount of $150,000,000. 22. “2026 Envision Intercompany Note Claims” means any Claim arising on account of the

2026 Envision Intercompany Note. 23. 18. “2026 Lux Senior Notes” means those certain 13.5% senior notes due 2026, issued by LuxCo

to ICF and Envision on August 16, 2018, in the aggregate principal amount of $1,578,781,000. 24. “2026 Lux Senior Notes Claims” means any Claim arising on account of the 2026 Lux Senior

Notes. 25. 19. “8.00% First Lien Notes” means those certain 8.00% senior secured first lien notes due 2024, issued by Jackson, in an original aggregate principal amount of $1,250,000,000, with a subsequent issuance in an

aggregate principal amount of $99,700,000, for a total aggregate principal amount of $1,349,700,000, pursuant to

the 8.00% First Lien Notes Indenture. 26. 20. “8.00% First Lien Notes Claim” means any Claim arising under the 8.00% First Lien Notes

and 8.00% First Lien Notes Indenture. 27. 21. “8.00% First Lien Notes Indenture” means that certain indenture, dated as of March 29, 2016, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

8.00% First Lien Notes, by and among Jackson, as issuer, ICF and the other guarantors from time to time party

thereto, as guarantors, and 8.00% First Lien Notes Trustee, as trustee, and the Prepetition Collateral Trustee as

Collateral Trustee. 28. 22. “8.00% First Lien Notes Trustee” means Wilmington Trust, National Association, solely in its

capacity as trustee under the 8.00% First Lien Notes Indenture, and any predecessor or successor thereto. 29. 23. “9.50% First Lien Notes” means those certain 9.50% senior secured first lien notes due 2022, issued by Jackson, in an original aggregate principal amount of $490,000,000, pursuant to the 9.50% First Lien

Notes Indenture. 30. 24. “9.50% First Lien Notes Claim” means any Claim arising under the 9.50% First Lien Notes

and 9.50% First Lien Notes Indenture. 31. 25. “9.50% First Lien Notes Indenture” means that certain indenture, dated as of June 30, 2016, as

amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

9.50% First Lien Notes, by and among Jackson, as issuer, ICF and the other guarantors from time to time party

thereto, as guarantors, and 9.50% First Lien Notes Trustee, as trustee, and the Prepetition Collateral Trustee as

Collateral Trustee. 32. 26. “9.50% First Lien Notes Trustee” means Wilmington Trust, National Association, solely in its

capacity as trustee under the 9.50% First Lien Notes Indenture, and any predecessor or successor thereto. 33. “ABR Loans” has the meaning set forth in the DIP Order. 34. “Accelerated Relocation Payment Claims” means any and all Claims or Causes of Action, held by

any Entity, related to the payments that the Debtors or the Reorganized Debtors may receive pursuant to that certain

Report and Order and Order of Proposed Modification, FCC Docket Number 20-22, released by the FCC on March

3, 2020 in In the Matter of Expanding Flexible Use of the 3.7 to 4.2 GHz Band, GN Docket No. 18-122, including

any Claims or Causes of Action with respect to which Debtor(s) or Reorganized Debtor(s) is entitled to receive any

payments and reimbursements pursuant to such order.

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35. 27. “Administrative Claim” means a Claim against a Debtor for the costs and expenses of

administration of the Chapter 11 Cases arising on or prior to the Effective Date pursuant to sections 328, 330, or

503(b) of the Bankruptcy Code and entitled to priority pursuant to sections 507(a)(2), 507(b), or 1114(e)(2) of the

Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date

until and including the Effective Date of preserving the Estates and operating the Debtors’ businesses; and

(b) Allowed Professional Fee Claims. 36. 28. “Administrative Claims Bar Date” means the deadline for Filing requests for payment of

Administrative Claims, which: (a) with respect to Administrative Claims other than Professional Fee Claims, shall

be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days after the

Effective Date. 37. 29. “Administrative Claims Objection Bar Date” means the deadline for filing objections to

requests for payment of Administrative Claims, which shall be the later of (a) 60 days after the Effective Date and

(b) 60 days after the Filing of the applicable request for payment of an Administrative Claim; provided that the

Administrative Claims Objection Bar Date may be extended by order of the Bankruptcy Court. 38. 30. “Af iliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. 39. 31. “Allowed” means, with respect to any Claim, except as otherwise provided herein: (a) a Claim

that is evidenced by a Proof of Claim Filed by the Claims Bar Date (or such other date as agreed by the Debtors

pursuant to the Bar Date Order) or a request for payment of an Administrative Claim Filed by the Administrative

Claims Bar Date, as applicable (or for which Claim under the Plan, the Bankruptcy Code, or pursuant to a Final

Order, a Proof of Claim or request for payment of Administrative Claim is not or shall not be required to be Filed);

(b) a Claim that is listed in the Schedules as not contingent, not unliquidated, and not dDisputed, and for which no

Proof of Claim, as applicable, has been timely Filed; or (c) a Claim allowed pursuant to the Plan or a Final Order of

the Bankruptcy Court.; provided that, with respect to a Claim described in clauses (a) and (b) above, such Claim

shall be considered Allowed only if, and to the extent that, with respect to such Claim, no objection to the allowance

thereof is filed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so filed and the Claim has been allowed by a Final Order. 40. “Articles of Association” has the meaning set forth in the Corporate Governance Term Sheet. 41. “Backstop Commitment” means the commitment, on the terms as may be set forth in the Backstop

Commitment Agreement, of the Backstop Parties to backstop the New Term Loans and New Notes. 42. “Backstop Commitment Agreement” means that certain agreement that may be entered into by and

among the Backstop Parties and the Debtors, as may be amended, supplemented, or modified from time to time, setting forth, among other things, the payment of the Backstop Premium and the terms and conditions of the

Backstop Commitment. 43. “Backstop Parties” means those certain parties that commit to backstop the New Term Loans and

the New Notes and are signatories to the Backstop Commitment Agreement, solely in their capacities as such, to the

extent provided in the Backstop Commitment Agreement. An Entity may become a Backstop Party only if: (a) such

Entity is (i) a Jackson Crossover Ad Hoc Group Member or (ii) a Consenting HoldCo Creditor, solely to the extent

of such Consenting HoldCo Creditor’s pro-rata holdings of Jackson Senior Notes (based upon the aggregate amount

of Jackson Senior Notes held by all Holders of Jackson Senior Notes),2 or (b) the Required Consenting Jackson

2 For the avoidance of doubt, a Consenting HoldCo Creditor shall be entitled to (i) an initial allocation of the

Backstop Commitment based on such Consenting HoldCo Creditor’s pro-rata holdings of Jackson Senior Notes

(calculated as a percentage of the aggregate amount of Jackson Senior Notes held by all Holders of Jackson

Senior Notes), and (ii) any unsubscribed portion of the Backstop Commitment not committed by other Entities

entitled to participate in the Backstop Commitment based on such Consenting HoldCo Creditor’s pro-rata

holdings of Jackson Senior Notes (calculated as a percentage of the aggregate amount of Jackson Senior Notes

held by all Holders of Jackson Senior Notes).

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Crossover Group Members otherwise permit, in writing, such Entity to become a Backstop Party with the Debtors’ consent, not to be unreasonably withheld, conditioned, or delayed. 44. “Backstop Premium” means that certain backstop premium payable in Cash to the Backstop

Parties as consideration for the Backstop Commitment in the amount of 2.50% of the principal amount of New Term

Loans and New Notes backstopped pursuant to the Backstop Commitment Agreement on the terms that may be set

forth in the Backstop Commitment Agreement. 45. 32. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as now

in effect or hereafter amended, and the rules and regulations promulgated thereunder. 46. 33. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of

Virginia or such other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal

of the reference under 28 U.S.C. § 157, the United States District Court for the Eastern District of Virginia. 47. 34. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the

United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as

applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court, as now in

effect or hereafter amended. 48. 35. “Business Day” means any day, other than a Saturday, Sunday, or a legal holiday, as defined in

Bankruptcy Rule 9006(a). 49. “C-Band Order” means that certain Report and Order and Order of Proposed Modification issued

by the FCC on March 3, 2020 in In the Matter of Expanding Flexible Use of the 3.7 to 4.2 GHz Band, GN Docket

No. 18-122 (as may be amended or modified). 50. 36. “Cash” or “$” means the legal tender of the United States of America or the equivalent thereof, including bank deposits, checks, and cash equivalents, as applicable. 51. 37. “Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or

unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or

unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise (including under foreign law). Causes of Action include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b)

the right to object to or otherwise contest Claims or Interests; (c) any claim pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent

transfer or similar claim. 52. 38. “Certificate” means any document, instrument, or other writing evidencing a Claim against or

an Interest in the Debtors. 53. 39. “CEO” means Chief Executive Officer of the Equity Issuer. 54. 40. “Chapter 11 Cases” means the cases commenced by the Debtors under chapter 11 of the

Bankruptcy Code, which are being jointly administered under Case No. 20-32299 (KLP) in the Bankruptcy Court. 55. 41. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of

the Debtors, whether or not assessed or Allowed.

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56. 42. “Claims Register” means the official register of Claims against and Interests in the Debtors

maintained by the Solicitation Agent. 57. 43. “Class” means a category of Holders of Claims or Interests as set forth in Article IIIIII

pursuant to section 1122(a) of the Bankruptcy Code. 58. 44. “Committee” means the Official Committee of Unsecured Creditors appointed by the

U.S. Trustee in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code, as it may be reconstituted

from time to time. 59. 45. “Company Parties” means Intelsat, and each of its direct and indirect subsidiaries listed on

Exhibit A to the Plan Support Agreement that have executed and delivered counterpart signature pages to the Plan

Support Agreement to counsel to the Consenting Creditors. 60. 46. “Confirmation” means entry of the Confirmation Order by the Bankruptcy Court on the docket

of the Chapter 11 Cases. 61. 47. “Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation

Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021. 62. 48. “Confirmation Hearing” means the hearing held by the Bankruptcy Court pursuant to

Bankruptcy Rule 3020(b)(2) and sections 1128 and 1129 of the Bankruptcy Code, including any adjournments

thereof, at which the Bankruptcy Court will consider confirmation of the Plan. 63. 49. “Confirmation Objection Deadline” means the deadline by which objections to confirmation

of the Plan must be received by the Debtors. 64. 50. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan under

section 1129 of the Bankruptcy Code. For the avoidance of doubt, the Confirmation Order shall not contain any

provision approving the First Lien Notes Claims Settlement. 65. 51. “Connect Senior Notes” means those certain 9.50% senior notes due 2023, issued by ICF, in

an original aggregate principal amount of $1,250,000,000, pursuant to the Connect Senior Notes Indenture. 66. 52. “Connect Senior Notes Claims” means any Claim arising under the Connect Senior Notes and

the Connect Senior Notes Indenture. 67. 53. “Connect Senior Notes Indenture” means that certain indenture, dated as of August 16, 2018, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

Connect Senior Notes, by and among ICF, as issuer, Envision and LuxCo, as guarantors, and U.S. Bank, National

Association, asthe Connect Senior Notes tTrustee. 68. 54. “Connect Senior Notes Trustee” means U.Wilmington Savings Fund Society, FSC. Bank, National Association, solely in its capacity as trustee under the Connect Senior Notes Indenture, and any predecessor

or successor thereto. 69. 55. “Consenting Creditors” means the hHolders of, or investment advisors, sub-advisors, or

managers of discretionary accounts that hold Claims that have executed and delivered counterpart signature pages to

the Plan Support Agreement, a joinder thereto, or a Transfer Agreement to counsel to the Company Parties. 56. “Consenting First Lien Creditors” means the holders of, or investment advisors, sub-advisors, or

managers of discretionary accounts that hold First Lien Claims that have executed and delivered counterpart

signature pages to the Plan Support Agreement, a joinder thereto, or a Transfer Agreement to counsel to the

Company Parties.

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70. “Consenting HoldCo Creditor” has the meaning set forth in the Plan Support Agreement. 71. 57. “Consummation” means the occurrence of the Effective Date. 72. 58. “Contingent DIP Obligations” means all of the Debtors’ obligations under the DIP Credit

Agreement and the DIP Order that are contingent and/or unliquidated as of the Effective Date, other than DIP

Claims that are paid in Ffull in Cash as of the Effective Date and contingent indemnification obligations as to which

a Claim has been asserted as of the Effective Date. 73. “Convert Ad Hoc Group” means the ad hoc group of certain creditors represented by Stroock &

Stroock & Lavan and Boies Schiller Flexner LLP and advised by Lazard Ltd. 74. 59. “Convertible Senior Notes” means those certain 4.50% convertible senior notes due 2025, issued by Intelsat, in an original aggregate principal amount of $402,500,000, pursuant to the Convertible Senior

Notes Indenture. 75. 60. “Convertible Senior Notes Claims” means any Claim arising under the Convertible Senior

Notes and the Convertible Senior Notes Indenture. 76. 61. “Convertible Senior Notes Indenture” means that certain indenture, dated as of June 18, 2018, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the

Convertible Senior Notes, by and among Intelsat, as issuer, Envision, as guarantor, and the Convertible Senior Notes

Trustee, as trustee. 77. 62. “Convertible Senior Notes Trustee” means BOKF, National Association, solely in its capacity

as trustee under the Convertible Senior Notes Indenture, and any predecessor or successor thereto. 78. “Corporate Governance Term Sheet” means that certain term sheet setting forth certain terms to

be included in the New Corporate Governance Documents and attached to the Plan Support Agreement as Exhibit E. 79. 63. “Cure Claim” means a Claim (unless waived or modified by the applicable counterparty)

based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under

section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to

section 365(b)(2) of the Bankruptcy Code. 64. “CVR Agreement” means that certain agreement setting forth the full terms and conditions of the CVRs, the form of which shall be included in the Plan Supplement, consistent with the terms set forth in the CVR Term

Sheet, and acceptable to the Debtors and the Required Consenting HoldCo Creditors. 80. “CVR Agreements” means, collectively, the Series A CVR Agreement and the Series B CVR

Agreement. 81. 65. “CVR Term Sheet” means that certain term sheet setting forth certain terms and conditions of

the CVRs and attached to the Plan Term Sheet as Annex CSupport Agreement as Exhibit F. 82. 66. “CVRs” means those certain contingent value rights issued pursuant to the Plan and the CVR

Agreement and consistent with the terms set forth in the CVR Term Sheet, collectively, the Series A CVRs and the

Series B CVRs. 83. 67. “D&O Liability Insurance Policies” means all insurance policies (including any “tail policy”)

maintained by the Debtors as of the Petition Date for liabilities against any of the Debtors’ current or former

directors, managers, and officers, and all agreements, documents, or instruments relating thereto. 84. 68. “Debt Documents” means the (i) DIP Credit Agreement and any amendments, modifications, or supplements thereto, as well as any and all agreements, documents, and instruments (including any amendments,

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restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection the DIP

Credit Agreement; (ii) First Lien Credit Agreement and any amendments, modifications, or supplements thereto, as

well as any and all agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection therewith; (iii) First Lien Notes

Indentures and any amendments, modifications, or supplements thereto, as well as any all agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing)

delivered or executed in connection therewith; and (iv) Senior Notes Indentures and any amendments, modifications, or supplements thereto, as well as any and all agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection therewith. 85. 69. “Debtor Intercompany Claim” means any Claim held by a Debtor against another Debtor, including all Intercompany Senior Notes Claims. 86. 70. “Debtor Release” means the release given on behalf of the Debtors and their Estates to the

Released Parties as set forth in Article VIII.DVIII.D of the Plan. 87. 71. “Definitive Documents” means (i) the Plan and the Plan Supplement (and all exhibits, annexes, schedules, ballots, solicitation procedures, and other documents and instruments related thereto, including any

implementation of the Claims Settlement), including any “Definitive Documentations” as defined therein and not

explicitly so defined herein)in the Plan Support Agreement; (ii) the Confirmation Order; (iii) the Disclosure

Statement; (iv) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation

Materials; (v) the New Debt Documents; (vi) the New Warrant Agreements; (vii) the CVRBackstop Commitment

Agreement; (vii) the New Warrants Agreements; (viii) the CVR Agreements; (ix) any and all documentation

required to implement, issue, and distribute the New Common Stock, New Debt, CVRs, or New Warrants, including

any material disclosure documents related thereto; (ixx) the Management Incentive Plan; (xi) the New Corporate

Governance Documents, and (xii) the Settlement Agreement and all pleadings or documents in connection with the

Settlement Agreement, including the Settlement Order; (xiii) the Secured Creditor Settlement Term Sheet; (xiv) the

Restructuring Steps Memorandum; and (xv) any and all other material documents, deeds, agreements, filings, notifications, letters or instruments necessary or required to consummate the Restructuring Transactions (including

any exhibits, amendments, modifications, or supplements made from time to time thereto), in each case consistent

with this Plan and, the Plan Support Agreement including , and the PSA Definitive Document Requirements;

provided, however, for the avoidance of doubt, the Jackson Crossover Ad Hoc Group (i) shall not have any consent

rights contained thereinas it pertains to the Secured Creditor Settlement Term Sheet and (ii) does not consent to the

Secured Creditor Settlement Term Sheet as it pertains to the First Lien Notes Claims Settlement. 88. 72. “Dilution Principles” means the following principles setting forth the dilutive effect of

consideration issued pursuant to the Plan: (a) New Common Stock issued on the Effective Date pursuant to the Plan

shall be subject to dilution of up to (i) eightup to nine percent (89.0%) by shares of New Common Stock issued

pursuant to the exercise of the New Series A Warrants, (ii) oneup to two and a half percent (12.5%) by shares of

New Common Stock issued pursuant to the exercise of the New Series B Warrants, and (iii) an uncapped

amount3.26 percent (3.26%) by shares of New Common Stock issued pursuant to the CVR Agreement, and (iv) ten

percent (10%) by shares issued pursuant to the Management Incentive Plan; (b) New Common Stock issued pursuant

to the exercise of the New Series A Warrants willshall be subject to dilution of up to (i) oneup to two and a half

percent (12.5%) by shares of New Common Stock issued pursuant to the exercise of the New Series B Warrants, and

(ii) an uncapped amount by shares of New Common Stock issued pursuant to the CVR Agreement, and (iii) ten3.26

percent (103.26%) by shares of New Common Stock issued pursuant to the Management Incentive Plan; (c) New

Common Stock issued pursuant to the exercise of the New Series B Warrants willshall be subject to dilution of up to

(i) an uncapped amount by shares of New Common Stock issued pursuant to the CVR Agreement and (ii) ten3.26

percent (103.26%) by shares of New Common Stock issued pursuant to the Management Incentive Plan; and

(d) New Common Stock issued pursuant to the Management Incentive Plan shall not be subject to any dilution. 89. 73. “DIP Agent” means Credit Suisse AG, Cayman Islands Branch in its capacity as

administrative agent and collateral agent under the DIP Credit Agreement.

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90. 74. “DIP Backstop Agreement” means that certain amended and restated backstop commitment

agreement, dated June 1, 2020 among the DIP Borrower and certain of the Prepetition Secured Parties. 91. 75. “DIP Borrower” means Jackson. 92. 76. “DIP Claim” means any Claim arising under, derived from or based upon the DIP Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising

under the DIP Credit Agreement. 93. 77. “DIP Credit Agreement” means that certain Superpriority Secured Debtor In Possession Credit

Agreement, dated as of June 17, 2020, among the DIP Debtors, the DIP Agent, and Credit Suisse Loan Funding

LLC, as lead arranger, as amended, amended and restated, supplemented, or modified from time to time. 94. 78. “DIP Debtors” means collectively, the DIP Borrower and the DIP Guarantors. 95. 79. “DIP Documents” means the DIP Credit Agreement and any amendments, modifications, or

supplements thereto, as well as any all agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) delivered or executed in connection the DIP

Credit Agreement, and the DIP Backstop Agreement. 96. 80. “DIP Facility” means that certain $1 billion new money multi-draw debtor-in-possession term

loan credit facility provided by the DIP Lenders on the terms of, and subject to the conditions set forth in, the DIP

Credit Agreement and approved by the Bankruptcy Court pursuant to the DIP Order. 97. 81. “DIP Guarantors” means the Debtors and their affiliates that unconditionally guaranteed, on a

joint and several basis, the DIP Borrower’s obligations in connection with the DIP Facility. 98. 82. “DIP Lenders” means, collectively, the banks, financial institutions, and other lenders party to

the DIP Credit Agreement from time to time, each solely in their capacity as such. 99. 83. “DIP Obligations” has the meaning given to the defined term “Credit Agreement Obligations”

in the DIP Credit Agreement. 100. 84. “DIP Order” means the Final Order (A) Authorizing the Debtors to Obtain Postpetition Financing, (B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens and Providing Superpriority

Administrative Expense Claims, (D) Granting Adequate Protection to the Prepetition Secured Parties, (E) Modifying the Automatic Stay, and (F) Granting Related Relief entered by the Bankruptcy Court in the

Chapter 11 Cases on June 9, 2020 at docket number 285. 101. 85. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and

schedules thereto, that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any other applicable law and approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy

Code. 102. 86. “Disinterested Directors and Managers” means the disinterested directors and managers of

Jackson, ICF, Envision, LuxCo, and Intelsat. 103. 87. “Disputed” means, with respect to any Claim or Interest, any Claim or Interest, or any portion

thereof, (a) to the extent neither Allowed nor disallowed under the Plan or a Final Order nor deemed Allowed under

sections 502, 503, or 1111 of the Bankruptcy Code, or (b) for which a Proof of Claim or Proof of Interest or a

motion for payment has been timely filed with the Bankruptcy Court, to the extent the Debtors or any other party in

interest has interposed a timely objection or request for estimation in accordance with the Plan, the Bankruptcy

Code, or the Bankruptcy Rules, which objection or request for estimation has not been withdrawn or determined by a

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Final Order; provided, however, that in no event shall a Claim that is deemed Allowed pursuant to this Plan be a

Disputed Claim. 104. 88. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity or Entities

designated by the Reorganized Debtors to make or to facilitate distributions that are to be made pursuant to the Plan, including, if applicable, each of the Indenture Trustees. 105. “Distribution Date” means, except as otherwise set forth herein, the date or dates determined by

the Debtors or the Reorganized Debtors on or after the Effective Date, with the first such date occurring on or as

soon as is reasonably practicable after the Effective Date, upon which the Distribution Agent shall make

distributions to Holders of Allowed Claims and Interests entitled to receive distributions under the Plan. 106. 89. “Distribution Record Date” means the, other than with respect to Securities of the Debtors

deposited with DTC, the record date for determining which Holders of Allowed Claims and Allowed Interests are

eligible to receive distributions pursuant to the Plan., which date shall be the date determined by the Debtors with the

consent of the Required Consenting Jackson Crossover Group Members and, with respect to distributions to the

HoldCos, the consent of the Required Consenting HoldCo Creditors. The Distribution Record Date shall not apply

to the Notes or any Securities of the Debtors deposited with DTC, the holders of which shall receive a distribution in

accordance with Article VI of the Plan and, as applicable, the customary procedures of DTC. 107. 90. “DTC” means the Depository Trust Company. 108. 91. “Ef ective Date” means the date on which all conditions to cConsummation of the Plan have

been satisfied in full or waived, in accordance with the terms of the Plan, and the Plan becomes effective. Any

action to be taken on the Effective Date may be taken on or as soon as reasonably practicable thereafter. 109. 92. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 110. 93. “Envision” means Intelsat Envision Holdings LLC, a limited liability company formed under

the laws of the state of Delaware. 111. 94. “Envision Unsecured Recovery” means: (i) after payment of Restructuring Expenses and

funding of the pProfessional fFee eEscrow Account for the payment of Professional Fees Claims allocated in

accordance with thethis Plan Term Sheet, all remaining Cash at Envision;, provided, however, that (a) seventy

percent (70%) of such Cash shall be distributed Pro Rata to Holders of the Connect Senior Notes Claims and

(b) thirty percent (30%) of such Cash shall be distributed Pro Rata to Holders of the Convertible Senior Notes

Claims,; and (ii) 18.264% of the Series A Warrants, and (iii) 18.264% of the47.301 percent (47.301%) of the New

Series B Warrants; provided that each, further that the New Series B Warrants issued in respect of (ii)–(iii) shall be

subject to dilution pursuant to the Dilution Principles. For the avoidance of doubt, (a) the Envision Unsecured

Recovery incorporates the value that would have been received by Envision attributable to any and all Intercompany

Claims, including any Intercompany Senior Notes Claims, as if such Intercompany Claim was settled, and (b)

hHolders of Intercompany Claims shall not receive any distribution from the Envision Unsecured Recovery. 112. 95. “Equity Issuer” means Intelsat, Holdings, or Jackson, as applicable, or any other Reorganized

Debtor or Affiliate designated by the Debtors subject to the consent rights set forth in the Plan Support Agreement, orthe Entity that shall be if either the Plan or Non-TopCo Plan is confirmed, Holdings or (with the consent of the

Required Consenting Unsecured Creditors) any successor or assign, by merger, consolidation, reorganization, or

otherwise on or after the Effective Date, unless the Required Consenting Unsecured Creditors and the Debtors

(excluding, if the Non-TopCo Plan is confirmed, Intelsat and Holdings SARL) agree to designate a different Entity. 113. 96. “Equity Issuer Board” means the board of directors (or other applicable governing body) of

the Equity Issuer as set forth in the Plan Supplement and selected in accordance with the Corporate Governance

Term Sheet.

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114. 97. “ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001- 1462 as amended, and the regulations promulgated thereunder. 115. 98. “Estate” means the estate created on the Petition Date for theany Debtor in its Chapter 11 Case

pursuant to sections 301 and 541 of the Bankruptcy Code and all property (as defined in section 541 of the

Bankruptcy Code) acquired by the Debtor after the Petition Date through and including the Effective Date. 116. 99. “Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) each of

the Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien

Noteholders; (e) the First Lien Agent; (f) each of the Indenture Trustees; (g) the Prepetition Collateral Trustee;

(h) the DIP Agent; (i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the

HoldCo Creditor Ad Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group, and each

member thereof; (m) the Jackson Crossover Ad Hoc Group, and each member thereof; (n) each Consenting Creditor;

(no) each Backstop Party; (p) each current and former Affiliate of each Entity in clause (a) through the following

clause (oq); and (oq) each Related Party of each Entity in clause (a) through this clause (oq). 117. 100. “Executory Contract” means a contract or lease to which one or more of the Debtors is a

party that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 118. 101. “FCC” means the Federal Communications Commission, including any official bureau or

division thereof acting on delegated authority, and any successor Governmental Unit performing functions similar to

those performed by the Federal Communications Commission on the Effective Date. 119. 102. “FCC Applications” means, collectively, each requisite application, petition, or other request

filed or to be filed with the FCC in connection with the Restructuring Transactions or this Plan. 120. 103. “FCC Approval” means the FCC’s grant of the FCC Applications. 121. 104. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the

Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Solicitation Agent. 122. 105. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022. 123. 106. “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other

court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, modified, or

amended, vacated or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, stay, reargument, or rehearing shall then be pending or (ii) if an appeal, writ of certiorari, new trial, stay, reargument

or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court (or other court of competent

jurisdiction) shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have

been denied, or a new trial, stay, reargument, or rehearing shall have been denied, or resulted in no modification of

such order, and such time to take any further appeal, petition for certiorari or move for a new trial, stay, reargument

or rehearing shall have expired, as a result of which such order shall have become final in accordance with

Bankruptcy Rule 8002; provided, that the possibility that a motion under rule 60 of the Federal Rules of Civil

Procedure, or any analogous rule under the Bankruptcy Rules may be filed relating to such order, shall not cause an

order not to be a Final Order. 124. 107. “First Lien Agent” means Bank of America, N.A., acting through such of its affiliates or

branches as it may designate, in its capacity as administrative agent under the First Lien Credit Agreement, or any

successor administrative agent or collateral agent as permitted by the terms set forth in the First Lien Credit

Agreement. 108. “First Lien Agent Representatives” means Cahill Gordon & Reindel LLP and Vogel & Cromwell, L.L.C. as counsel and local counsel, respectively, to the First Lien Agent.

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125. 109. “First Lien Claims” means, collectively, the First Lien Notes Claims and the Term Loan

Facility Claims. 126. 110. “First Lien Credit Agreement” means that certain credit agreement, dated as of January 12, 2011, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, by and among the Jackson as borrower, ICF (as successor to LuxCo), as guarantor, the First Lien Lenders, and the

First Lien Agent, and the Prepetition Collateral Trustee. 127. 111. “First Lien Lenders” means, collectively, the banks, financial institutions, and other lenders

party to the First Lien Credit Agreement from time to time, each solely in their capacity as such. 128. 112. “First Lien Noteholders” means, collectively, the banks, financial institutions, and other

holders of the First Lien Notes, each solely in their capacity as such. 129. 113. “First Lien Notes” means, collectively, the 8.00% First Lien Notes and the 9.50% First Lien

Notes. 130. 114. “First Lien Notes Claim” means any Claim arising under the First Lien Notes and First Lien

Notes Indentures. 131. 115. “First Lien Notes Recovery” means Cash in an aggregate amount consistent withClaims

Settlement” means that certain compromise and settlement regarding the allowance and treatment of the First Lien

Notes Claims set forth in the Secured Creditor Settlement; provided , however, for the avoidance of doubt, no

payments in connection with the Secured Creditor Settlement shall be made out of the deposit accounts of the

HoldCosTerm Sheet. 132. 116. “First Lien Notes Indentures” means, collectively, the 8.00% First Lien Notes Indenture and

the 9.50% First Lien Notes Indenture. 133. 117. “First Lien Notes Trustees” means, collectively, the 8.00% First Lien Notes Trustee and the

9.50% First Lien Notes Trustee. 134. “Fixed Rate Loans” has the meaning set forth in the DIP Order. 135. 118. “Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code. 119. “GUC Claims” means any Unsecured Claim that is not a Connect Senior Notes Claim, Convertible

Senior Notes Claim, Lux Senior Notes Claim, or Jackson Senior Notes Claim. 136. “Guarantee Claims” means, collectively, the HoldCo Guarantee Claims and the TopCo Guarantee

Claims. 137. “Historical Intercompany Transaction Claims” means any and all Claims and Causes of Action

related to all outstanding disputes between the Debtors regarding the historic intercompany transactions including

transactions that fall into the following categories: (a) dividends made by Jackson or any HoldCo, on one hand, to

any other HoldCo, on the other hand; (b) the creation of ICF; (c) the creation of Envision; (d) any contributions, whether consisting of Cash or other consideration, made by any HoldCo to Jackson; and (e) other smaller

transactions including loans, one-off Cash dividends, non-cash dividends, guarantee releases, and others that

occurred before, and intercompany balances that existed as of, the Petition Date or accumulated during these

Chapter 11 Cases. 138. 120. “HoldCo Creditor Ad Hoc Group” means the ad hoc group of certain creditors represented

by Paul, Weiss, Rifkind, Wharton & Garrison LLP and advised by Ducera Partners LLC.

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121. “HoldCo Intercompany Claims” means any Claim that may be asserted against any HoldCo or Jackson

by any other HoldCo or Jackson. 139. “HoldCo Creditor Ad Hoc Group Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison, LLP, Whiteford, Taylor & Preston L.L.P., Ducera Partners LLC, Loyens & Loeff Luxembourg S.à.r.l., Ernst &

Young LLP, and Covington & Burling LLP. 140. “HoldCo Creditor Ad Hoc Group Waiver” means (a) to the extent the aggregate value to be

distributed under the Plan to Holders of Convertible Senior Notes Claims on account of such Claims increases in

excess of $49 million up to $145 million (excluding the value attributable to Reorganized S.A. Common Stock, if

any), the HoldCo Creditor Ad Hoc Group Members shall not receive any distribution on account of such incremental

recovery except for distributions of Reorganized S.A. Common Stock (if any) and (b) to the extent the aggregate

value to be distributed under the Plan to Holders of Convertible Senior Notes Claims on account of such Claims

exceeds $145 million (excluding the value attributable to Reorganized S.A. Common Stock, if any), the HoldCo

Creditor Ad Hoc Group Members shall be entitled to a recovery, Pro Rata, in such excess distributable value;

provided that the HoldCo Creditor Ad Hoc Group Members shall not receive any value in respect of their receipt (if

any) of the Reorganized S.A. Common Stock other than value attributable to the net operating losses or other tax

attributes (that are held outside of the Debtors’ Luxembourg tax unity) of Intelsat or Holdings SARL; provided, further, that in the event the Restructuring Transactions are implemented pursuant to the Non-TopCo Plan, the

HoldCo Creditor Ad Hoc Group Waiver shall not apply to any distributions from Intelsat upon the Effective Date of

the Non-TopCo Plan, unless such distributions are funded by Reorganized Jackson, any of its subsidiaries, or any

Holders of Jackson Senior Notes Claims. 141. “HoldCo Creditor Ad Hoc Group Members” has the meaning set forth in the Plan Support

Agreement. 142. “HoldCo Guarantee Claims” means the claims asserted against the HoldCo Guarantors in the

proofs of claim filed in the Chapter 11 Cases by the Jackson Senior Notes Trustees and the Lux Senior Notes

Trustees (including Proofs of Claim numbered 553, 554, 555, 556, 585, 586, 587, 588, 617, 618, 619, 620, 784, 791, 795, 796, 898, 904, 905, 906, and any pleading filed with the Bankruptcy Court in connection therewith). 143. “HoldCo Guarantors” means, collectively, ICF, LuxCo, Holdings, and Investments, each in its

capacity as guarantor under the applicable Senior Notes Indentures. 144. 122. “HoldCo Senior Notes” means, collectively, the: (i) Lux Senior Notes; (ii) Connect Senior

Notes; and (iii) Convertible Senior Notes. 145. 123. “HoldCos” means, each of ICF, Envision, LuxCo, Investments, Holdings, Holdings SARL, and Intelsat. 146. 124. “Holder” means an Entity holding a Claim against or an Interest in any Debtor. 147. 125. “Holdings” means Intelsat Holdings S.A., a société anonyme organized under the laws of the

Grand Duchy of Luxembourg. 148. 126. “Holdings SARL” means Intelsat Investment Holdings S.à.r.l., a société à responsabilité

limitée organized under the laws of the Grand Duchy of Luxembourg. 149. 127. “Holdings SARL Unsecured Recovery” means any remaining Cash at Holdings SARL. 150. 128. “Holdings Unsecured Recovery” means any remaining Cash at Holdings.

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151. “Houlihan Engagement Letter” means that certain letter agreement dated as of April 8, 2020 and

executed on August 24, 2021 between Houlihan Lokey Capital, Inc., Intelsat Jackson Holdings S.A., and the other

parties thereto. 152. 129. “ICF” means Intelsat Connect Finance S.A., a société anonyme organized under the laws of

the Grand Duchy of Luxembourg. 153. 130. “ICF Unsecured Recovery” means (i) after payment of Restructuring Expenses and funding

of the pProfessional fFee eEscrow Account for the payment of Professional Fees Claims allocated in accordance

with this Plan Term Sheet, all remaining Cash at ICF, (ii) thirty two and one-half percent (32.0435%) of the Series B

CVRs, (iii) four percent (4.0%) of New Common Stock, (iii) 69.944% of the Series A Warrants, (iv) 69.944% of the

Series B Warrants, and (v) one hundred percent (100%) of the CVRs; provided thatNew Series A Warrants, (v) 46.447 percent (46.447%) of the New Series B Warrants, and (vi) thirty percent (30%) of any distributions made

by Intelsat on account of TopCo Guarantee Claims (i.e. Claims in Class J2) to the Jackson Senior Notes Trustees, which shall be gifted by the Trustees in consideration for the covenants, compromises, releases, and other benefits

provided by the members of the HoldCo Creditor Ad Hoc Group pursuant to the Plan Support Agreement; provided

that the aggregate value of any gift made to Holders of Connect Senior Notes Claims on account of TopCo

Guarantee Claims against Intelsat (i.e. Claims in Class J2) shall not exceed $6 million; provided, further that the

New Common Stock issued in respect of each of

(iii)–(vvi) shall be subject to dilution pursuant to the Dilution Principles. For the avoidance of doubt, (a) the ICF

Unsecured Recovery incorporates the value that would have been received by ICF attributable to any and all

Intercompany Claims, including any Intercompany Senior Notes Claims, as if such Intercompany Claim was settled, and (b) Holders of Intercompany Claims shall not receive any distribution from the ICF Unsecured Recovery. 154. 131. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or

Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 155. 132. “Indemnification Provisions” means each of the Debtors’ indemnification provisions in place

immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation

documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, equityholders, attorneys, other professionals, and agents and such current and former directors, officers, and

managers’ respective Affiliates. 133. “Indenture Trustees” means, collectively, the 2021 and 2023 Lux Senior Notes Trustee, the Connect

Senior Notes Trustee, the 2023 Jackson Senior Notes Trustee, the 2024 Jackson Senior Notes Trustee, the 2024 Lux

Senior Notes Trustee, the 2025 Jackson Senior Notes Trustee, the Convertible Senior Notes Trustee, the 8.00% First

Lien Notes Trustee, and the 9.50% First Lien Notes Trustee. 156. “Indentures” means, collectively, the Senior Notes Indentures and the First Lien Notes Indentures. 157. “Indenture Trustees” means, collectively, the Senior Notes Indenture Trustees and the First Lien

Notes Trustees. 158. “Indenture Trustee Charging Lien” means any Lien or other priority of payment to which an

Indenture Trustee is entitled under its respective Indenture(s), or any other ancillary documents, instruments, or

agreements executed in connection therewith or pursuant thereto, against distributions to be made to Holders of

Claims under the applicable Indenture, for payment of any Indenture Trustee Fees. 159. “Indenture Trustee Fees” means all reasonable compensation, costs, advances, fees, expenses

disbursements and claims for indemnity, subrogation, and contribution, including, without limitation, attorneys’ and

agents’ fees, expenses, and disbursements, incurred by or owed to an Indenture Trustee under its respective

Indenture(s), or any other ancillary documents, instruments, or agreements executed in connection therewith or

pursuant thereto, including, if applicable, in their capacities as collateral agent, paying agent, transfer agent, or

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security registrar under its respective Indenture(s), whether before or after the Petition Date or before or after the

Effective Date. 160. 134. “Intelsat” means Intelsat S.A., a société anonyme organized under the laws of the Grand

Duchy of Luxembourg. 161. 135. “Intercompany Claims” means, collectively, the Debtor Intercompany Claims, and the

Non-Debtor Intercompany Claims, the HoldCo Intercompany Claims, the Jackson Intercompany Claims, and the

Other Intercompany Claims. 162. 136. “Intercompany Interest” means anany Interest held by a Debtor or an Affiliate of a Debtor. 163. “Intercompany Senior Notes Claim” means the 2026 Lux Senior Notes Claims, the 2026 Envision

Intercompany Note Claims, and any Senior Notes Claim that is held by a Debtor, including, for the avoidance of

doubt, any 2024 Lux Senior Notes Claim. 164. 137. “Interest” means any common stock, limited liability company interest, equity security (as

defined in section 101(16) of the Bankruptcy Code), equity, ownership, profit interests, unit, or share in a Debtor, including all issued, unissued, authorized, or outstanding shares of capital stock of the Debtors and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or

commitments of any character relating to, or whose value is related to, any such interest or other ownership interest

in any Debtor, and any claim against or interest in the Debtors subject to subordination pursuant to section 510(b) of

the Bankruptcy Code arising from or related to any of the foregoing. 165. 138. “Investments” means Intelsat Investments S.A., a société anonyme organized under the laws

of the Grand Duchy of Luxembourg. 166. 139. “Investments Unsecured Recovery” means any remaining Cash at Investments. 167. 140. “Jackson” means Intelsat Jackson Holdings S.A., a société anonyme organized under the laws

of the Grand Duchy of Luxembourg. 168. 141. “Jackson Ad Hoc Group” means the ad hoc group of certain creditors represented by Akin

Gump Strauss Hauer & Feld LLP and advised by Centerview Partners LLC. 169. 142. “Jackson Crossover Ad Hoc Group” means the ad hoc group of certain creditors represented

by Jones Day and advised by Houlihan Lokey Capital, Inc. 170. “Jackson Crossover Ad Hoc Group Advisors” means Jones Day, Houlihan Lokey Capital, Inc., Compensation Advisory Partners LLC, and AKD Luxembourg SARL. 171. 143. “Jackson Debtors” means, collectively, Jackson and Jackson Subsidiaries. 172. 144. “Jackson First Lien Noteholder Group” means the ad hoc group of certain creditors

represented by Wilmer Cutler Pickering Hale and Dorr LLP. 145. “Jackson Intercompany Claims” means any Claim that may be asserted against Jackson or any Jackson

Subsidiary by any other Jackson Subsidiary or Jackson. 173. 146. “Jackson Senior Notes” means, collectively, the 2023 Jackson Senior Notes, the 2024

Jackson Senior Notes, and the 2025 Jackson Senior Notes.

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174. 147. “Jackson Senior Notes Claim” means any Claim arising under the Jackson Senior Notes

Indentures. 175. 148. “Jackson Senior Notes Indentures” means, collectively, the 2023 Jackson Senior Notes

Indenture, the 2024 Jackson Senior Notes Indenture, and the 2025 Jackson Senior Notes Indenture. 176. “Jackson Senior Notes Trustees” means, collectively, the 2023 Jackson Senior Notes Trustee, the

2024 Jackson Senior Notes Trustee, and the 2025 Jackson Senior Notes Trustee. 177. 149. “Jackson Subsidiaries” means any Debtor-subsidiaryDebtor that is a subsidiary of Jackson. 178. 150. “Jackson Unsecured Recovery” means, in accordance with the Value aAllocation of value to

each Jackson Debtor as set forth in the in Exhibit A, attached hereto, not less than (i) 95as may be modified by order

of the Bankruptcy Court, (i) ninety-six percent (956%) of New Common Stock, subject to dilution pursuant to the

Dilution Principles and (ii)(ii) one hundred percent (100%) of the Series A CVRs, (iii) sixty-seven and one-half

percent (67.5%) of the Series B CVRs, (iv) $62500 million of the Cash proceeds of the New Term Loans and/or

New Secured Notes.; provided that the New Common Stock issued in respect of (i) shall be subject to dilution

pursuant to the Dilution Principles. For the avoidance of doubt, (a) the Jackson Unsecured Recovery incorporates

the value that would have been received by Jackson attributable to any and all Intercompany Claims, including any

Intercompany Senior Notes Claims, as if such Intercompany Claim was settled and (b) Holders of Intercompany

Claims shall not receive any distribution from the Jackson Unsecured Recovery. 179. 151. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as now in

effect or hereafter amended, and the rules and regulations promulgated thereunder. 180. 152. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 181. 153. “Lux Multi Senior Notes Indenture” means that certain indenture, dated as of April 5, 2013, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for, among others, the 2021 Lux Senior Notes and the 2023 Lux Senior Notes, by and among LuxCo, as issuer, Intelsat, as guarantor, and the 2021 and 2023 Lux Senior Notes Trustee, as trustee, as amended, restated, amended and

restated, supplemented, or otherwise modified from time to time prior to the Petition Date. 182. 154. “Lux Senior Notes” means, collectively, the 2021 Lux Senior Notes, the 2023 Lux Senior

Notes, and the 2024 Lux Senior Notes. 183. 155. “Lux Senior Notes Claims” means any Claim arising under the Lux Senior Notes Indentures. 184. 156. “Lux Senior Notes Indentures” means, collectively, the Lux Multi Senior Notes Indenture and

the 2024 Lux Senior Notes Indenture. 185. “Lux Senior Notes Trustees” means, collectively, the 2021 and 2023 Lux Senior Notes Trustee and

the 2024 Lux Senior Notes Trustee. 186. 157. “LuxCo” means Intelsat (Luxembourg) S.A., a société anonyme organized under the laws of

the Grand Duchy of Luxembourg. 187. 158. “LuxCo Unsecured Recovery” means (i) after, subject to payment of Restructuring Expenses

and funding of the pProfessional fFee eEscrow Account for the payment of Professional Fees Claims allocated in

accordance with this Plan Term Sheet, (i) all remaining Cash at LuxCo, and (ii) 1.957% of New Common Stock, (iii)

11.792% of the Series A Warrants, and (iv) 11.792% of the Series B Warrants; provided that each of (ii)–(iv) shall

be subject to dilution pursuant to the Dilution Principles$10 million of the Cash proceeds of the New Debt. For the

avoidance of doubt, (a) the LuxCo Unsecured Recovery incorporates the value that would have been received by

LuxCo attributable to any and all Intercompany Claims, including any Intercompany Senior Notes Claims, as if such

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Intercompany Claim was settled, and (b) hHolders of Intercompany Claims and Connect Senior Notes Claims shall

not receive any distribution from the LuxCo Unsecured Recovery. 188. 159. “Management Incentive Plan” means the management incentive plan implemented by the

Equity Issuer on the Effective Date in accordance, which shall have terms consistent with the terms of the

Management Incentive Plan Term Sheet. The Required Consenting Jackson Crossover Group Members and the

Debtors shall negotiate the terms of the definitive Management Incentive Plan documentation in good faith prior to

the Effective Date; provided that the requirement that the Management Incentive Plan documentation be completed

prior to the Effective Date may be waived by written agreement between the Required Consenting Jackson

Crossover Group Members and the Debtors. 189. 160. “Management Incentive Plan Term Sheet” means that certain management incentive plan

term sheet setting forth the terms of the Management Incentive Plan and attached to the Plan Term Sheet as Annex

BSupport Agreement as Exhibit G. 161. “Net Funded Debt” means the aggregate principal amount of New Term Loans and New Secured

Notes outstanding immediately after the Effective Date minus the amount of cash on the Reorganized Debtors’ balance sheet immediately after the Effective Date; provided, however, that in no event shall the aggregate principal

amount of New Term Loans and New Secured Notes outstanding immediately after the Effective Date exceed $7.5

billion in the aggregate. 190. 162. “New Capital Structure” means the capital structure for the Reorganized Debtors and their

subsidiaries, which shall be obtained through the Debtors’ commercially reasonable efforts prior to the Effective

Date (including, for the avoidance of doubt, conducting a solicitation process for financing proposals that will

provide the highest or otherwise best terms available under the circumstances) and which shall provide for not more

than(i) $7.0125 billion of Net Funded Debt and a revolving credit facility for up to $750 million of availability, and

which may be comprised of the New Secured Notes and/or the New Term Loan FacilityNew Term Loans and New

Notes and (ii) a New Revolver; provided that the Company may increase the amount of New Term Loans and New

Notes above $7.125 billion by decreasing the amount of availability on the New Revolver by an equal amount. 191. 163. “New Common Stock” means the common stock of the Equity Issuer to be issued upon the

Effective Date in accordance with the Plan, including any common stock to be issued on account of the New

Warrants or in connection with the Management Incentive Plan. 192. 164. “New Corporate Governance Documents” means the form of certificate or articles of

incorporation,amended and restated or new applicable corporate governance documents (including, without

limitation, the Articles of Association, Shareholders Agreement, Registration Rights Agreement, and such other

bylaws, limited liability company agreements, partnership agreements, shareholders’ agreement, or suchand any

other applicable formation, organizational, and documents or governance documents (if any) of the Equity Issuer, including any certificates of designation and the Reorganized Debtors, forms of which shall be included in the Plan

Supplement, and all of which shall be in form and substance consistent with the PSA Definitive Document

Requirements and the Corporate Governance Term Sheet. 193. 165. “New Debt” means collectively, the New Revolver, the New Term Loan, and the New

Secured Notes, as applicable, issued as part of the New Capital Structure, of which the New Term Loan and New

Notes may be backstopped (in whole or in part) by the Backstop Parties. 194. 166. “New Debt Agreements” means the indentures or loan agreements governing the New Debt, the form of which shall be included in the Plan Supplement, and which shall be in form and substance consistent

with the PSA Definitive Document Requirements. 195. 167. “New Debt Documents” means, collectively, the New Debt Agreements, and all other

agreements, documents, and instruments evidencing or securing the New Debt, to be delivered or entered into in

connection therewith (including any guarantee agreements, pledge and collateral agreements, intercreditor

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agreements, subordination agreements, fee letters, and other security documents), each of which shall be consistent

in all respects with the Plan Support Agreement and the PSA Definitive Document Requirements. 196. “New Notes” means, collectively, those certain first lien notes, those certain second lien notes, and/or those certain unsecured notes, as applicable, constituting part of the New Capital Structure, which may be

funded on the Effective Date pursuant to the Plan and the New Debt Documents; provided that any makewhole

provisions in the New Notes are to be negotiated at market terms and in good faith among the Required Consenting

Jackson Crossover Group Members and the Debtors, and subject to the consultation rights provided in the Plan

Support Agreement. 197. 168. “New Revolver” means that certain revolving credit facility for up to $7500 million of

availability, which may be increased to $750 million with the consent of the Required Consenting Jackson Crossover

Group Members, to be issued pursuant to the Plan and the New Debt Documents, and which will be secured by a

first lien on substantially all of the Reorganized Debtors’ assets (pari passu with the other first lien New Debt), subject to customary exclusions, and which will be undrawn as of the Effective Datewhich may be issued on a first

out basis relative to all other secured New Debt at the election of the Company. 169. “New Secured Notes” means, collectively, those certain first lien notes and/or those certain second lien

notes, as applicable, constituting part of the New Capital Structure, which will be funded on the Effective Date

pursuant to the Plan and the New Debt Documents. 198. 170. “New Securities” means, collectively, the New Common Stock, the New Secured Notes, if

applicable, the CVRs, and the New Warrants. 199. 171. “New Series A Warrant Agreement” means that certain agreement setting forth the full terms

and conditions of the New Series A Warrants, the form of which shall be included in the Plan Supplement and

acceptable to the Required Consenting HoldCo Creditorsbe in form and substance consistent with the PSA

Definitive Document Requirements. 200. 172. “New Series A Warrants” means warrants issued pursuant to the Plan and the New Series A

Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet. 201. 173. “New Series B Warrant Agreement” means that certain agreement setting forth the full terms

and conditions of the New Series AB Warrants, the form of which shall be included in the Plan Supplement and

acceptable to the Required Consenting HoldCo Creditorsbe in form and substance consistent with the PSA

Definitive Document Requirements. 202. 174. “New Series B Warrants” means those certain warrants issued pursuant to the Plan and the

New Series B Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet. 203. 175. “New Term Loans” means, thatthose certain secured term loan facilityies, if applicable, constituting part of the Reorganized Debtors’ New Capital Structure, which willmay be funded on the Effective Date

pursuant to the Plan and the New Debt Documents. 204. 176. “New Warrants” means, collectively, the New Series A Warrants and the New Series B

Warrants.205. 177. “New Warrants Agreements” means, collectively the New Series A Warrant Agreement and

the New Series B Warrant Agreement. 206. 178. “New Warrants Term Sheet” means that certain term sheet setting forth certain terms of the

New Warrants.

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207. 179. “Non-Debtor Intercompany Claim” means any Claim held by a non-Debtor Affiliate of the

Debtors against a Debtor. 208. “Non-TopCo Debtors” means all Debtors other than Intelsat and/or Holdings SARL. 209. “Non-TopCo Plan” means this joint plan of reorganization (together with the documents

comprising the Plan Supplement) solely as to the Non-TopCo Debtors. 210. “Notes” means, collectively, the First Lien Notes and the Senior Notes. 211. “Notes Claims” means, collectively, the Connect Senior Notes Claims, the Convertible Senior

Notes Claims, the First Lien Notes Claims, the Jackson Senior Notes Claims, and the Lux Senior Notes Claims. 212. 180. “Other Priority Claim” means any Claim other than an Administrative Claim or a Priority

Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code. 181. “Other Intercompany Claim” means any Claim that may be asserted against any HoldCo by any

Jackson Subsidiary or against any Jackson Subsidiary by any HoldCo. 213. 182. “Other Secured Claim” means any Secured Claim, other than a DIP Claim and a First Lien

Claim. 214. 183. “PBGC” means the Pension Benefit Guaranty Corporation. 215. 184. “Pension Plan” means the Intelsat Staff Retirement Plan. as defined in the Debtors’ Motion

for Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Pay Prepetition Wages, Compensation, and

Benefit Obligations and (II) Continue Employee Compensation and Benefits Programs, and (B) Granting Related

Relief [Docket No. 9]. 216. 185. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code. 217. 186. “Petition Date” means May 13, 2020. 218. 187. “Plan Supplement” means the compilation of documents and forms and/or term sheets of

documents, agreements, schedules, and exhibits to the Plan that will be Filed by the Debtors with the Bankruptcy

Court prior to the Effective Date, each of which shall be consistent in all material respects with the Plan Support

Agreement (to the extent applicable) and subject to the consent rights set forth in the Plan Support AgreementPSA

Definitive Document Requirements. 219. 188. “Plan Support Agreement” means that certain plan support agreement, dated as of February

11August 24, 2021 (as may be further amended, supplemented or modified pursuant to the terms thereof), by and

among the Company Parties and the Consenting Creditors. 189. “Plan Term Sheet” means the term sheet attached to the Plan Support Agreement as Exhibit B. 220. “Plan Toggle Event” means a determination either by (i) the Bankruptcy Court or (ii) the Debtors

and the Required Consenting Unsecured Creditors that Confirmation cannot be achieved solely as to either of the

TopCo Debtors. 87. “Prepetition Collateral Agency and Intercreditor Agreement” means that certain collateral agency

and intercreditor agreement, dated January 12, 2011 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time) by and among Wilmington Trust, National Association, as

collateral trustee, Bank of America, N.A., as first lien agent, each Indenture Trustee, as first lien representatives, and

the other parties from time to time party thereto.

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221. 190. “Prepetition Collateral Trustee” means, Wilmington Trust, National Association, in its

capacity as collateral trustee under the applicable Prepetition First Lien Debt Documents. 222. 191. “Prepetition First Lien Debt Documents” means (i) the First Lien Credit Agreement and any

amendments, modifications, or supplements thereto, including all Credit Documents (as defined therein, including

the Prepetition Collateral Agency and Intercreditor Agreement) as well as any all agreements, documents, and

instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing)

delivered or executed in connection therewith; and (ii) the First Lien Notes Indentures and any amendments, modifications, or supplements thereto including all Credit Documents (as defined therein, including the Prepetition

Collateral Agency and Intercreditor Agreement), as well as any all agreements, documents, and instruments

(including any amendments, restatements, supplements, or modifications of any of the foregoing) delivered or

executed in connection therewith. 223. 192. “Prepetition Secured Parties” means, collectively, the First Lien Lenders and the First Lien

Noteholders. 224. 193. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in

section 507(a)(8) of the Bankruptcy Code. 225. 194. “Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest in a particular

Class bears to the aggregate amount of Allowed Claims or Allowed Interests in that Class or the proportion of the

Allowed Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim

under the Plan, unless otherwise indicated. 226. 195. “Professional” means an Entity: (a) retained in the Chapter 11 Cases pursuant to a Final

Order in accordance with sections 327, 363, and 1103 of the Bankruptcy Code and to be compensated for services

rendered prior to or on the Effective Date pursuant to sections 327, 328, 329, 330, 331, or 363 of the Bankruptcy

Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of

the Bankruptcy Code. 227. 196. “Professional Fee Claims” means all Claims for accrued, contingent, and/or unpaid fees and

expenses (including transaction and success fees) incurred by a Professional in the Chapter 11 Cases on or after the

Petition Date and through and including the Confirmation Date that the Bankruptcy Court has not denied by Final

Order. To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a

Final Order any amount of a Professional’s fees or expenses, then those reduced or denied amounts shall no longer

constitute Professional Fee Claims. 228. 197. “Professional Fee Escrow Account” means an interest-bearing account funded by the Debtors

with Cash on or before the Effective Date in an amount equal to the Professional Fee Escrow Amount. 229. 198. “Professional Fee Escrow Amount” means the aggregate amount of Professional Fee Claims

and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services in

connection with the Chapter 11 Cases prior to and as of the Confirmation Date, which estimates Professionals shall

deliver to the Debtors as set forth in Article II.CII.C of the Plan. 230. 199. “Proof of Claim” means a proof of Claim filed against any of the Debtors in the Chapter 11

Cases by the applicable Claims Bar Date. 231. 200. “Proof of Interest” means a proof of Interest filed in any of the Debtors in the Chapter 11

Cases. 232. “PSA Definitive Document Requirements” means that the Definitive Documents shall be subject to

the respective consent rights of the Debtors and the applicable Consenting Creditors as set forth in the Plan Support

Agreement.

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233. 201. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code. 234. 202. “Rejected Executory Contract and Unexpired Lease List” means the list as determined by the

Debtors or the Reorganized Debtors, as applicable, of certain Executory Contracts and Unexpired Leases to be

rejected by the Reorganized Debtors pursuant to the Plan, which list, as may be amended from time to time, shall be

included in the Plan Supplement. 235. 203. “Related Party” means, each of, and in each case in its capacity as such, current and former

directors, managers, officers, investment committee members, special or other committee members, equity holders

(regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment

vehicles, managed accounts or funds, predecessors, participants, successors, assigns, subsidiaries, Affiliates, partners, limited partners, general partners, principals, members, management companies, fund advisors or

managers, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other

attorneys or professionals retained by any current or former director or special committee member or manager in his

or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, and other professionals and advisors and any such Person’s or Entity’s respective heirs, executors, estates, and

nominees.236. 204. “Released Parties” means collectively, and in each case in its capacity as such: (a) each of

the Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien

Noteholders; (e) the First Lien Agent; (f) theeach Indenture Trustees; (g) the Prepetition Collateral Trustee; (h) the

DIP Agent; (i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the HoldCo

Creditor Ad Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group and each member

thereof; (m) the Jackson Crossover Ad Hoc Group, and each member thereof; (n) each Consenting Creditor; (no)

each Backstop Party; (p) each current and former Affiliate of each Entity in clause (a) through the following clause

(mq); and (oq) each Related Party of each Entity in clause (a) through this clause (oq); provided that any hHolder of

a Claim or Interest that opts out of the releases shall not be a “Released Party.” 237. 205. “Releasing Parties” means, collectively, and in each case in its capacity as such: (a) each of

the Debtors; (b) each of the Reorganized Debtors; (c) each of the First Lien Lenders; (d) each of the First Lien

Noteholders; (e) the First Lien Agent; (f) theeach Indenture Trustees; (g) the Prepetition Collateral Trustee; (h) the

DIP Agent; (i) each of the DIP Lenders; (j) the Jackson Ad Hoc Group, and each member thereof; (k) the HoldCo

Creditor Ad Hoc Group, and each member thereof; (l) the Jackson First Lien Noteholder Group and each member

thereof; (m) each Consenting Creditorthe Jackson Crossover Ad Hoc Group, and each member thereof; (n) each

Holder of a ClaimConsenting Creditor; (o) each Holder of an InterestBackstop Party; (p) all hHolders of Impaired

Claims who voted to accept the Plan; (q) all hHolders of Impaired Claims who abstained from voting on the Plan or

voted to reject the Plan but did not timely opt out of or object to the applicable release; (r) all hHolders of

Unimpaired Claims who did not timely opt out of or object to the applicable release; (s) all hHolders of Interests;

(t) each current and former Affiliate of each Entity in clause (a) through the following clause (u); and (u) each

Related Party of each Entity in clause (a) through this clause (u); provided that an Entity shall not be a Releasing

Party if, in the cases of clauses (nq) through (s) and each current and former Affiliates thereof, such Entity elects to

opt out of the releases contained in the Plan or timely objects to the releases contained in the Plan and such objection

is not resolved before Confirmation; provided further that any such Entity shall be identified by name as a

non-Releasing Party in the Confirmation Order. 238. 206. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by merger, consolidation, reorganization, or otherwise, in the form of a corporation, limited liability company, partnership, or

other form, as the case may be, on and after the Effective Date, including the Equity Issuer, other than the TopCo

Debtors upon Consummation of the Non-TopCo Plan. 239. “Reorganized S.A.” means, in a scenario where the Plan is confirmed for Intelsat, collectively

Intelsat or any successor or assign, by merger, consolidation, reorganization, or otherwise on or after the Effective

Date.

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240. “Reorganized S.A. Common Stock” means, in a scenario where the Plan is confirmed for Intelsat, the common stock of Reorganized S.A. to be issued upon the Effective Date for Debtor Intelsat in accordance with

the Restructuring Steps Memorandum. 241. 207. “Required Consenting Creditors” has the meaning set forth in the Plan Support Agreement. 242. “Required Consenting First Lien Creditors” has the meaning set forth in the Plan Support

Agreement. 243. “Required Consenting First Lien Noteholders” has the meaning set forth in the Plan Support

Agreement. 244. 208. “Required Consenting HoldCo Creditors” has the meaning set forth in the Plan Support

Agreement. 209. “Restructuring Expenses” means, collectively, the fees and expenses of the professionals to be paid by

the Company Parties pursuant to the Plan Support Agreement or as adequate protection pursuant to the DIP Order. 245. “Required Consenting Jackson Ad Hoc Group Noteholders” has the meaning set forth in the Plan

Support Agreement. 246. “Required Consenting Jackson Crossover Group Members” has the meaning set forth in the Plan

Support Agreement. 247. “Required Consenting Unsecured Creditors” has the meaning set forth in the Plan Support

Agreement. 248. “Restructuring Expenses” means, collectively, the reasonable and documented fees and expenses, whether incurred before, on, or after the Effective Date, of (a) the Jackson Ad Hoc Group (including all fees and

expenses of Akin Gump Strauss Hauer & Feld LLP (including, for an avoidance of doubt, whether incurred before, on, or after the Effective Date, all fees and expenses related to any Secured Creditor Claims Litigation and any

subsequent litigation related to the Claims that are the subject of the Secured Creditor Claims Litigation) and

Centerview Partners), the First Lien Noteholders Group (including all fees and expenses of Wilmer Cutler Pickering

Hale and Dorr, LLP (including, for an avoidance of doubt, whether incurred before, on, or after the Effective Date, all fees and expenses related to any Secured Creditor Claims Litigation and any subsequent litigation related to the

Claims that are the subject of the Secured Creditor Claims Litigation)), (b) the Jackson Crossover Ad Hoc Group

(including all fees and expenses of the Jackson Crossover Ad Hoc Group Advisors (including, for the avoidance of

doubt, whether incurred before, on, or after the Effective Date, (x) all fees and expenses related to any Secured

Creditor Claims Litigation, and any subsequent litigation related to the Claims that are the subject of the Secured

Creditor Claims Litigation, or the Guarantee Claims, and (y) fees and expenses set forth in the Houlihan Engagement

Letter)), (c) the HoldCo Creditor Ad Hoc Group (including all fees and expenses of the HoldCo Creditor Ad Hoc

Group Advisors), and (d) the professionals to be paid by the Company Parties pursuant to the Plan Support

Agreement or as adequate protection pursuant to the DIP Order. 249. 210. “Restructuring Steps Memorandum” means the summary of transaction steps to complete the

restructuring contemplated by the Plan, which shall be included in the Plan Supplement and shall be in form and

substance consistent with the PSA Definitive Document Requirements. 250. 211. “Restructuring Transactions” means the transactions described in Article IV. of the Plan;

provided, that such transactions shall be in form and substance consistent with the PSA Definitive Document

Requirements. 251. 212. “Retiree Medical Plans” means, collectively, (a) that certain medical plan provided by the

Debtors for the benefit of certain of their retired former employees pursuant to medical plan documents adopted by

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the Debtors and (b) that certain medical plan provided by the Debtors for the benefit of certain of their retired former

employees pursuant to a consent decree in Morales et al. v. Intelsat Global Service Corp., 04-cv-1044 (D. D.C.). 213. “S.A. GUC Recovery” means, after payment of Restructuring Expenses and funding of the

Professional Fee Escrow Account for the payment of Professional Fees Claims allocated in accordance with the

Plan, any remaining Cash at Intelsat S.A. (Pro Rata with the Cash distributed pursuant to the S.A. Unsecured

Recovery). Pursuant to the settlements embodied in the Plan, Intelsat S.A. will receive $37.5 million in Cash from

the proceeds of the New Debt on the Effective Date. For the avoidance of doubt, (a) the S.A. GUC Recovery

incorporates any value that would have been received by Intelsat S.A. attributable to any and all Intercompany

Claims, including that certain 2026 Envision Intercompany Note, as if such Intercompany Claim was settled, and (b)

holders of Intercompany Claims shall not receive any distribution from the S.A. GUC Recovery. 252. 214. “S.A. Unsecured Recovery” means, after (i) any remaining Cash at Intelsat, (ii) $37.5 million

in Cash from the proceeds of the New Debt, in each case subject to the payment of Restructuring Expenses and

funding of the Professional Fee Escrow Account for the payment of Professional Fees Claims allocated in

accordance with thethis Plan, any remaining Cash at Intelsat S.A. (Pro Rata with the Cash distributed pursuant to the

S.A. GUC Recovery) Pursuant to the settlements embodied in the Plan, Intelsat S.A. will receive $37.5 million in

Cash from the proceeds of the New Debt on the Effective Dateand (iii) 6.252 percent (6.252%) of the New Series B

Warrants, provided that the New Series B Warrants issued in respect of (iii) shall be subject to dilution pursuant to

the Dilution Principles; and (iv) 100 percent (100%) of the Reorganized S.A. Common Stock. For the avoidance of

doubt, (a) the S.A. Unsecured Recovery incorporates any value that would have been received by Intelsat S.A. attributable to any and all Intercompany Claims, including that certain 2026 Envisionany Intercompany Senior Notes

Claims, as if such Intercompany Claim was settled, and (b) hHolders of Intercompany Claims shall not receive any

distribution from the S.A. Unsecured Recovery. 253. 215. “SEC” means the United States Securities and Exchange Commission. 254. 216. “Secured Claim” means a Claim: (a) secured by a valid, perfected, and enforceable Lien on

collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the

Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code. 255. “Secured Creditor Claims Disputed Distribution Amount” means (i) 100 percent (100%) of the

aggregate amount of the premium and/or makewhole amounts that the First Lien Noteholders Group, the Jackson Ad

Hoc Group, or the First Lien Notes Trustee claim became payable under the 8.00% First Lien Notes Indenture and

the 9.50% First Lien Notes Indenture as of the Petition Date, along with interest thereon at the contractual rate from

the Petition Date through and including the Effective Date; provided, however, that amounts in the Secured Creditor

Claims Disputed Distribution Reserve shall continue to accrue interest at the contractual rate under the applicable

debt instruments (with such contractual interest to be deposited by the Reorganized Debtors into such reserve in

periodic intervals following the Effective Date) until paid in accordance with any Final Order, provided that any

accrual of interest in respect of the Secured Creditor Claims Disputed Distribution Reserve, or deposit of such

interest therein, shall not be an admission, finding or decision as to the appropriate interest rate in respect thereof, and all parties’ rights are expressly reserved and preserved in connection therewith; provided, however, the Debtors

and Reorganized Debtors shall support the Secured Creditor Settlement, as otherwise provided in the Plan and the

Plan Support Agreement; provided, further, however, for the avoidance of doubt, no payments in connection with

the Secured Creditor Settlement shall be made out of the deposit accounts of the HoldCos. 256. “Secured Creditor Claims Disputed Distribution Reserve” means, in the event the Secured

Creditor Settlement Order has not been entered or does not remain in effect as of the Effective Date, as determined

by the Debtors or Reorganized Debtors with the consent (not to be unreasonably withheld) of the Required

Consenting Jackson Crossover Group Members, the Required Consenting Jackson Ad Hoc Group Noteholders, and

the Required Consenting First Lien Noteholders, either (a) a reserve that shall be established on the Effective Date

or (b) the Secured Creditor Claims Disputed Distribution Trust Account that shall be established on the Effective

Date, in each case funded by the Debtors with Cash in the amount of the Secured Creditor Claims Disputed

Distribution Amount.

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257. “Secured Creditor Claims Disputed Distribution Trust Account” means an interest-bearing

account funded by the Debtors with Cash on or before the Effective Date in an amount equal to the Secured Creditor

Claims Disputed Distribution Amount, which shall be maintained in trust solely for the Holders of First Lien Notes

Claims and for no other Entities until any Claims Allowed (or required to be paid so that all Allowed Claims of the

First Lien Notes are Unimpaired) pursuant to a Final Order entered with respect to the Secured Creditor Claims

Litigation have been irrevocably paid in full to the Holders of First Lien Notes Claims; provided that other than as

set forth in the Plan, no Liens, claims, or interests shall encumber the Secured Creditor Claims Disputed Distribution

Trust Account or Cash held in the Secured Creditor Claims Disputed Distribution Trust Account in any way. Such

funds shall not be considered property of the Estates, the Debtors, or the Reorganized Debtors. 258. “Secured Creditor Claims Litigation” means any litigation or proceeding (including, without

limitation, any contested matter or adversary proceeding), brought by the Jackson Crossover Ad Hoc Group, the

Creditors’ Committee, or any other party in interest (other than the Debtors) challenging the Allowance or treatment

of, or asserting challenge to the First Lien Notes Claims Settlement, the 8.00% First Lien Notes Claims, and/or the

9.50% First Lien Notes Claims, or any portion thereof relating to any premium or makewhole amount or interest

thereon, (it being understood and agreed that the full amount of principal and all accrued but unpaid interest at the

applicable contract rates on the First Lien Notes are, in all circumstances, Allowed and not subject to any dispute

and shall be paid in full in Cash on the Effective Date), including the Objection of the Of icial Committee of

Unsecured Creditors to Jackson Secured Creditors’ Claims to Make-Whole Premiums and Postpetition Interest at

Default Rate [Docket No. 1476]. 259. 217. “Secured Creditor Settlement” means that certain compromise and settlement betweenby and

among the Debtors and thecertain Prepetition Secured Parties consisting of the First Lien Notes Claims Settlement

and the Term Loan Facility Claims Settlement as set forth in the Secured Creditor Settlement Term Sheet and

incorporated into the Plan as described in Article IV.B of the Plan. 260. “Secured Creditor Settlement Motion” means the motion to be filed by the Debtors with the

Bankruptcy Court seeking approval of the First Lien Notes Claims Settlement pursuant to Bankruptcy Rule 9019, which motion shall be heard at the Confirmation Hearing. 261. “Secured Creditor Settlement Order” means an order of the Bankruptcy Court that has not been

stayed approving the relief requested in the Secured Creditor Settlement Motion, which order shall be in form and

substance reasonably acceptable to the Debtors and the Required Consenting First Lien Creditors. For the avoidance

of doubt, the Secured Creditor Settlement Order shall not be the Confirmation Order. 262. 218. “Secured Creditor Settlement Term Sheet” means that certain term sheet, attached to the Plan

Support Agreement, setting forth thecertain terms and conditions of the Secured Creditor Settlement. 263. 219. “Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be

entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of

time limitations), including any related Secured Claim for penalties. 264. 220. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, or any similar

federal, state, or local law, as now in effect or hereafter amended, and the rules and regulations promulgated

thereunder. 265. 221. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act. 266. 222. “Senior Notes” means, collectively, the: (i) Jackson Senior Notes; (ii) Lux Senior Notes;

(iii) Connect Senior Notes; and (iv) Convertible Senior Notes. 267. “Senior Notes Claim” means any Claim arising under the Senior Notes Indentures. 268. 223. “Senior Notes Indenture Trustees” means, collectively, the 2021 and 2023 Lux Senior Notes

Trustee, the Connect Senior Notes Trustee, the 2023 Jackson Senior Notes Trustee, the 2024 Jackson Senior Notes

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Trustee, the 2024 Lux Senior Notes Trustee, the 2025 Jackson Senior Notes Trustee, and the Convertible Senior

Notes Trustee. 269. 224. “Senior Notes Indentures” means, collectively, the: (i) Jackson Senior Notes Indentures; (ii)

Lux Senior Notes Indentures; (iii) Connect Senior Notes Indenture; and (iv) Convertible Senior Notes Indenture. 270. “Series A CVR Agreement” means that certain agreement setting forth the full terms and conditions

of the Series A CVRs, the form of which shall be included in the Plan Supplement, consistent with the terms set forth

in the CVR Term Sheet, and in form and substance consistent with the PSA Definitive Document Requirements. 271. “Series A CVRs” means those certain contingent value rights issued pursuant to the Plan and the

Series A CVR Agreement and consistent with the terms set forth in the CVR Term Sheet. 272. “Series B CVR Agreement” means that certain agreement setting forth the full terms and conditions

of the Series B CVRs, the form of which shall be included in the Plan Supplement, consistent with the terms set forth

in the CVR Term Sheet, and in form and substance consistent with the PSA Definitive Document Requirements. 273. “Series B CVRs” means those certain contingent value rights issued pursuant to the Plan and the

Series B CVR Agreement and consistent with the terms set forth in the CVR Term Sheet. 274. “Settlement” means the compromise and settlement by and among the Debtors, as reflected in the

Settlement Agreement, of: (a) the Debtor Intercompany Claims, including, the Historic Intercompany Transaction

Claims, the 2018 Reorganization Claims and the Accelerated Relocation Payment Claims (including, without

limitation, any claims with respect to which Debtor or Reorganized Debtor is entitled to receive any payments

pursuant to the C-Band Order); (b) Claims and Causes of Action against any of the Debtors’ directors, managers, or

officers, and other related Entities; and (c) the covenants and actions required of each party thereto to support the

foregoing and to effectuate the Restructuring Transactions in a manner that maximizes tax asset value (but in all

events consistent with this Plan (or the Non TopCo Plan, as applicable) and the exhibits to the Plan Support

Agreement (including the Corporate Governance Term Sheet)). 275. “Settlement Agreement” means that certain settlement agreement by and among the Debtors

reflecting the Settlement, which will be filed in the Plan Supplement, and as approved by the Settlement Order, which agreement shall be in form and substance consistent with the PSA Definitive Document Requirements and, for

the avoidance of doubt, shall not modify the treatment of Claims and Interests set forth in the Plan (or the Non- TopCo Plan, as applicable) and the approval of which (by entry of the Settlement Order) shall be a condition

precedent to Confirmation of the Plan (or the Non-TopCo Plan, as applicable), unless such condition has been

waived pursuant to Article IX.C. 276. “Settlement Order” means either an order of the Bankruptcy Court that is not stayed approving the

Settlement Agreement pursuant to Bankruptcy Rule 9019 or the Confirmation Order, approving the Settlement

Agreement pursuant to Bankruptcy Rule 9019, which order shall be in form and substance consistent with the PSA

Definitive Document Requirements and, for the avoidance of doubt, shall not modify the treatment of Claims and

Interests set forth in the Plan and the entry of which shall be a condition precedent to Confirmation of the Plan (or

the Non-TopCo Plan, as applicable), unless such condition has been waived pursuant to Article IX.C. 277. “Shareholders Agreement” has the meaning set forth in the Corporate Governance Term Sheet. 278. 225. “Solicitation Agent” means Bankruptcy Management Solutions, Inc. d/b/a Stretto, the notice, claims, and solicitation agent retained by the Debtors for the Chapter 11 Cases. 279. 226. “Solicitation Materials” means all solicitationthe ballots, provisional ballots, and other

related materials with respect todrafted in connection with the solicitation of acceptances of the Plan, including the

Disclosure Statement and related ballots, if applicable, a letter from the Creditors’ Committee in support of the Plan.

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280. 227. “Special Meeting” means any annual, extraordinary or other general meeting of the

shareholders (or equivalent meeting or convention of equity- or securityholders) of Intelsat S.A. or any of its

Affiliates to, among other things, (i) authorize additional share capital as may be necessary or advisable to effectuate

the Restructuring Transactions; (ii) authorize or amend the New Corporate Governance Documents, their

predecessor documents, or similar governing document of Intelsat S.A. or any of its Affiliates as may be necessary

or advisable to effectuate the Restructuring Transactions; (iii) accept the resignation of existing directors; (iv) elect

new directors as set forth in the Corporate Governance Term Sheet; or (v) approve any other proposals that the

Debtors deem necessary or advisable in connection therewith or otherwise in order to effectuate the Restructuring

Transactions. 281. 228. “Taxes” means any and all U.S. federal, state or local, or foreign, income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever (including any assessment, duty, fee or other charge in the nature of

or in lieu of any such tax) and any interest, penalty, or addition thereto, whether disputed or not, imposed on the

Debtors or Reorganized Debtors, as applicable, resulting from the Restructuring Transactions. 282. 229. “Term Loan Facility” means that certain prepetition first lien term loan facility provided for

under the First Lien Credit Agreement. 283. 230. “Term Loan Facility Claim” means any Claim arising under the Term Loan Facility and the

First Lien Credit Agreement. 284. 231. “Term Loan Recovery” means Cash in an aggregate amount consistent withFacility Claims

Settlement” means the compromise and settlement regarding the allowance and treatment of the Term Loan Facility

Claims set forth in the Secured Creditor Settlement; provided, however, for the avoidance of doubt, no payments in

connection with the Secured Creditor Settlement shall be made out of the deposit accounts of the HoldCosTerm

Sheet. 285. 232. “Third-Party Release” means the release given by each of the Releasing Parties to the

Released Parties as set forth in Article VIII.EVIII.E of the Plan. 286. “TopCo Debtors” means Intelsat and/or Holdings SARL, as applicable. 287. “TopCo Guarantee Claims” means the claims asserted against the TopCo Guarantors in the proofs

of claim filed in the Chapter 11 Cases by the Trustees for the Jackson Senior Notes and the Trustees for the Lux

Senior Notes (including proofs of claim numbered 551, 552, 583, 584, 615, 616, 785, 788, 793, 794, 902, 903, 907, 910 and any pleading filed with the Bankruptcy Court in connection therewith). 288. “TopCo Guarantors” means, together, Holdings SARL and Intelsat, each in its capacity as

guarantor under the applicable Senior Notes Indentures. 289. “Tranche B-3 Term Loans” has the meaning set forth in the DIP Order. 290. “Tranche B-4 Term Loans” has the meaning set forth in the DIP Order. 291. “Tranche B-5 Term Loans” has the meaning set forth in the DIP Order. 292. 233. “Transfer Agreement” means an executed form of the transfer agreement providing among

other things, that a transferee is bound by the terms of the Plan Support Agreement. 293. 234. “U.S. Trustee” means the Office of the United States Trustee for the Eastern District of

Virginia.

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294. 235. “Unexpired Lease” means a lease of nonresidential real property to which one or more of the

Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 295. 236. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the meaning of

section 1124 of the Bankruptcy Code. 296. 237. “Unsecured Claim” means any Claim that is not an Administrative Claim, DIP Claim, Secured Claim, Secured Tax Claim, Other Secured Claim, Priority Tax Claim, Other Priority Claim, Intercompany

Claim, or GUCGuarantee Claim, or Intercompany Senior Notes Claim. 297. “Value Allocation” means that certain allocation of value among each Jackson Debtor set forth in

Exhibit A, attached hereto, which may be amended, supplemented, or modified from time to time, including by order

of the Bankruptcy Court in connection with Confirmation or otherwise. B. Rules of Interpretation For purposes herein: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall

include the masculine, feminine, and the neuter gender; (b) except as otherwise provided in the Plan, any reference

herein to an existing document, schedule or exhibit, whether or not Filed, having been Filed or to be Filed shall

mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in

accordance with the Plan or the Confirmation Order, as applicable; (c) unless otherwise specified herein, all

references herein to “Articles” are references to Articles of the Plan; (d) unless otherwise stated herein, the words “herein,” “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (e)

captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of

or to affect the interpretation hereof; (f) the words “include” and “including,” and variations thereof, shall not be

deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation”; (g) unless

otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan;

(h) any capitalized term used herein that is not otherwise defined but that is used in the Bankruptcy Code or the

Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as

the case may be; (i) any docket number references in the Plan shall refer to the docket number of any document Filed

with the Bankruptcy Court in the Chapter 11 Cases; (j) references to “Proofs of Claim,” “Holders of Claims,”

“Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and

the like as applicable; (k) references to “shareholders,” “directors,” and/or “officers” shall also include “members”

and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company

laws; and (l) any effectuating provisions may be interpreted by the Debtors, or after the Effective Date, the

Reorganized Debtors in their sole discretion in a manner consistent with the overall purpose and intent of the Plan all

without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (m) except as

otherwise provided, any references to the Effective Date shall mean the Effective Date or as soon as reasonably

practicable thereafter. C. Computation of Time

Unless otherwise specifically stated in the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply in

computing any period of time prescribed or allowed in the Plan. If the date on which a transaction may occur

pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the

next Business Day. D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and

Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to

the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan,

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any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as

otherwise set forth in those agreements, in which case the governing law of such agreement shall control). E. Reference to Monetary Figures

All references in the Plan to monetary figures refer to currency of the United States of America, unless

otherwise expressly provided herein. F. Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors

or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors, as applicable, to the extent the

context requires. G. Controlling Documents

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall

control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the Plan

Supplement shall control. In the event of any inconsistency between any of the Plan, Plan Supplement, or the

Disclosure Statement on the one hand, and the Confirmation Order on the other hand, the Confirmation Order shall

control. H. Consent Rights

Notwithstanding anything herein to the contrary, any and all consent rights of the parties to the Plan

Support Agreement set forth in the Plan Support Agreement with respect to the form and substance of this Plan, the

Definitive Documents, all exhibits to the Plan and the Plan Supplement, including any amendments, restatements, supplements, or other modifications to such agreements and documents and to the Plan Support Agreement, and any

consents, waivers, or other deviations under or from any such documents and the Plan Support Agreement, shall be

incorporated herein by this reference (including to the applicable definitions in Article I, Section A hereof) and be

fully enforceable as if stated in full herein and, for the avoidance of doubt, the Definitive Documents shall be

required to comply with the PSA Definitive Document Requirements. ARTICLEII. ADMINISTRATIVE AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, and

Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in

Article IIIIII of the Plan. A. DIP Claims

All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (i) the principal

amount outstanding under the DIP Facility on such date, (ii) all interest accrued and unpaid thereon to the date of

payment, (iii) all accrued and unpaid fees, expenses, and non-contingent indemnification obligations payable under

the DIP Credit Agreement and the DIP Order, and (iv) all other DIP Obligations as provided for in the DIP Credit

Agreement other than Contingent DIP Obligations, which shall otherwise survive the Effective Date and shall be

paid in full in Cash as soon as reasonably practicable after they become due and payable under the DIP Documents. Except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, in full and final

satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Claim, each such Allowed

DIP Claim shall receive on the Effective Date payment in full in Cash of such Holder’s Allowed DIP Claim. All

reasonable and documented unpaid fees and expenses of the DIP Agent, including reasonable and documented fees, expenses, and costs of its advisors, shall be paid in Cash on the Effective Date. Contemporaneously with the

foregoing receipt of payment in full in Cash of the Allowed DIP Claims, except with respect to Contingent DIP

Obligations under the DIP Credit Agreement (which contingent obligations shall survive the Effective Date and shall

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continue to be governed by the DIP Credit Agreement), the DIP Facility, the DIP Credit Agreement, and all related

loan documents shall be deemed cancelled, all Liens on property of the Debtors and the Reorganized Debtors arising

out of or related to the DIP Facility shall automatically terminate, and all collateral subject to such Liens shall be

automatically released, in each case without further action by the DIP Agent or the DIP Lenders and all guarantees

of the Debtors and Reorganized Debtors arising out of or related to the DIP Claims shall be automatically

discharged and released, in each case without further action by the DIP Agent or the DIP Lenders. The DIP Agent

and the DIP Lenders shall take all actions to effectuate and confirm such termination, release, and discharge as

reasonably requested by the Debtors or the Reorganized Debtors, as applicable. For the avoidance of doubt, no DIP

Claims shall be paid out of the deposit accounts of the HoldCos. B. Administrative Claims

Unless otherwise agreed to by the Holders of an Allowed Administrative Claim and the Debtors, or the

Reorganized Debtors, or as otherwise set forth in an order of the Bankruptcy Court (including pursuant to the

procedures specified therein), as applicable, each Holder of an Allowed Administrative Claim (other than Holders of

Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the

United States Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to

the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim

is Allowed as of the Effective Date, on or as soon as reasonably practicable after the Effective Date (or, if not then

due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such

Administrative Claim is not Allowed as of the Effective Date, no later than ninety days after the date on which an

order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter;

(3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of

their business after the Petition Date, in accordance with the terms and conditions of the particular transaction giving

rise to such Allowed Administrative Claim without any further action by the Holders of such Allowed

Administrative Claim; or (4) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court. C. Professional Fee Claims

1. Professional Fee Escrow Account

As soon as reasonably practicable after the Confirmation Date, and no later than one Business Day prior to

the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the

Professional Fee Escrow Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the

Professionals and for no other Entities until all Professional Fee Claims Allowed by the Bankruptcy Court have been

irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court. No

Liens, claims, or interests shall encumber the Professional Fee Escrow Account or Cash held in the Professional Fee

Escrow Account in any way. Such funds shall not be considered property of the Estates, the Debtors, or the

Reorganized Debtors. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such

Professionals from the funds held in the Professional Fee Escrow Account as soon as reasonably practicable after

such Professional Fee Claims are Allowed by an order of the Bankruptcy Court; provided that obligations with

respect to Allowed Professional Fee Claims shall not be limited nor be deemed limited to funds held in the

Professional Fee Escrow Account. When all Professional Fee Claims Allowed by the Bankruptcy Court have been

irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court, any

remaining funds held in the Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors

without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity.

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2. Final Fee Applications and Payment of Professional Fee Claims

All final requests for payment of Professional Fee Claims for services rendered and reimbursement of

expenses incurred prior to the Confirmation Date must be filed no later than sixtyforty-five (45) days after the

Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Fee Claims after

notice and a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy Rules, and

prior Bankruptcy Court orders. The amount of the Allowed Professional Fee Claims owing to the Professionals shall

be paid in Cash to such Professionals, including from funds held in the Professional Fee Escrow Account when such

Professional Fee Claims are Allowed by entry of an order of the Bankruptcy Court. Following the Effective Date, the Disinterested Directors and Managers shall retain authority solely with

respect to matters related to Professional Fee Claim requests by Professionals acting at their direction in accordance

with the terms of the Plan. Further, the Disinterested Directors and Managers, in such capacity, shall not have any of

their respective privileged and confidential documents, communications or information transferred (or deemed

transferred) to the Reorganized Debtors. The following funding of the Professional Fee Escrow Amount for Allowed Professional Fee Claims and

the payment of any unpaid Restructuring Expenses shall be paid from the Cash on hand at the HoldCosDebtors on

the Effective Date:. The HoldCos shall fund the Professional Fee Escrow Account for the estimated remaining aggregate

Professional Fee Claims and shall pay Restructuring Expenses according to the following allocation (the “HoldCo

Allocation”):  one hundred percent (100%) of Allowed Professional Fee Claims for Professionals (i) retained by the

HoldCos’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the benefit

of the HoldCos; provided, that such Allowed Professional Fee Claims shall be paid (a) first from any Cash

on hand on the Effective Date of the DebtorHoldCos (x) that retained such professional or (y) for whose

exclusive benefit such Professional was retained, (b) second, to the extent of any remaining unsatisfied

Allowed Professional Fee Claims, from any Cash on hand on the Effective Date of any other DebtorHoldCo

that was a co-obligor of the HoldCo Senior Notes issued by the DebtorHoldCos (x) that retained such

professionals or (y) for whose exclusive benefit such Professional was retained, and (c) third, to the extent

of any remaining unsatisfied Allowed Professional Fee Claims, pro rata from the Cash on hand on the

Effective Date of any other HoldCos;  one hundred percent (100%) of the Restructuring Expenses of the HoldCo Creditor Ad Hoc Group;

provided that such expenses shall be paid pro rata from Cash on hand on the Effective Date at Envision and

ICF; and

 twenty-three percent (23%) of (i) Allowed Professional Fee Claims for Professionals retained by the

Debtors (other than (1) Allowed Professional Fee Claims allocated pursuant to the previous two bullets or

(2) any Professionals for which the Jackson Debtors are solely responsible for payment), and (ii) Allowed

Professional Fee Claims for professionals retained by any official committee appointed in the Chapter 11

Casesthe Committee; provided that such expenses shall be paid pro rata from Cash on hand on the Effective

Date of the HoldCos. For the avoidance of doubt, no other professional fees and expenses shall be paid from Cash on hand at the

HoldCos. For purposes of determining any “pro rata” payment of Allowed Professional Fee Claims and

Restructuring Expenses from Cash on hand at the HoldCos on the Effective Date, (i) payment shall be allocated

based on the amount of Cash on hand at each applicable HoldCo on the Effective Date and (ii) such Cash on the

Effective Date shall include, in the case of Intelsat S.A., LuxCo, Envision, and ICF, as applicable, the proceeds of

the New Term Loan and New Secured NotesDebt provided for in the S.A. Unsecured Recovery, LuxCo Unsecured

Recovery, Envision Unsecured Recovery, and ICF Unsecured Recovery, respectively (if any). For example, if

Envision has $10 and, ICF has $5, and Intelsat has $5, then Envision’s pro rata share shall be 66.6750% and, ICF’s

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pro rata share shall be 33.33%. 25% and Intelsat’s pro rata share shall be 25%. For the avoidance of doubt, no

other professional fees and expenses shall be paid from Cash on hand at the HoldCos. For the avoidance of doubt, if one HoldCo (the “Payor”) pays or otherwise satisfies the Professional Fee

Claims of another HoldCo (the “Obligor”) pursuant to this HoldCo Allocation (such payment or other satisfaction, the “Allocation Payment”), the Payor shall not be entitled to seek contribution, indemnification, subrogation, or to

otherwise assert a Claim against the Obligor on account of such Allocation Payment. The following AllowedJackson shall fund the Professional Fee Escrow Account for the estimated

remaining aggregate Professional Fee Claims and shall pay Restructuring Expenses shall be paid from the Cash on

hand at the Jackson Debtors on the Effective Dateaccording to the following allocation:  one hundred percent (100%) of Allowed Professional Fee Claims for Professionals (i) retained by the

Jackson Debtors’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the

benefit of the Jackson Debtors.;  one hundred percent (100%) of the Restructuring Expenses of the Jackson Ad Hoc Group, the Jackson

Crossover Ad Hoc Group, and the Jackson First Lien Noteholder Group; and

 seventy-seven percent (77%) of (i) Allowed Professional Fee Claims for Professionals retained by the

Debtors (other than (1) Allowed Professional Fee Claims allocated pursuant to the previous two bullets or

(2) any Professionals for which the HoldCos are solely responsible for payment) and (ii) Allowed

Professional Fee Claims for professionals retained by any official committee appointed in the Chapter 11

Casesthe Committee. For the avoidance of doubt, the allocation set forth in the foregoing clauses in Article II.C.2. of the Plan

shall apply to any Professional Fee Claims and Restructuring Expenses incurred during the Chapter 11 Cases

through the Effective Date. To the extent any Professional Fee Claims or Restructuring Expenses paid during the

Chapter 11 Cases does not comply with the foregoing allocation, then there shall be a proportional rebalancing of

Cash on hand between the applicable Debtors, so that the aggregate Professional Fee Claims and Restructuring

Expenses paid during the Chapter 11 Cases match the foregoing allocation. Notwithstanding the foregoing allocations, solely to the extent any fees and expenses of the Convert Ad

Hoc Group are required to be paid by a Final Order, such fees and expenses shall be paid (i) first from Cash on hand

at Intelsat on the Effective Date (including the $37.5 million included in the S.A. Unsecured Recovery), and (ii)

second, to the extent of any remaining amounts, (a) one-hundred percent (100%) by the HoldCos for such remaining

fees and expenses incurred on or prior to June 30, 2021, and (b) fifty percent (50%) by the HoldCos and fifty

percent (50%) by Jackson for such remaining fees and expenses incurred after June 30, 2021. 3. Professional Fee Escrow Amount

The Professionals shall provide a reasonable and good-faith estimate of their fees and expenses incurred in

rendering services to the Debtors before and as of the Effective Date projected to be outstanding as of the Effective

Date, and shall deliver such estimate to the Debtors no later than ten days before the anticipated Effective Date;

provided, however, that such estimate shall not be considered an admission or limitation with respect to the fees and

expenses of such Professional and such Professionals are not bound to any extent by the estimates. If a Professional

does not provide an estimate, the Debtors shall estimate a reasonable amount of unbilled fees and expenses of such

Professional, taking into account any prior payments; provided, however, that such estimate shall not be binding or

considered an admission with respect to the fees and expenses of such Professional. The total aggregate amount so

estimated as of the Effective Date shall be utilized by the Debtors to determine the amount to be funded to the

Professional Fee Escrow Account, provided that the Reorganized Debtors shall use Cash on hand to increase the

amount of the Professional Fee Escrow Account to the extent fee applications are filed after the Effective Date in

excess of the amount held in the Professional Fee Escrow Account based on such estimates.

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Unimpaired

Claim or Interest

Not Entitled to Vote

(Deemed to Accept)

4. Post-Confirmation Date Fees and Expenses. From and after the Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall, in the

ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation

of the Plan and Consummation incurred by the Debtors or the Reorganized Debtors, as applicable, consistent with

the allocation set forth in Article II.C.2. of the Plan. Upon the Confirmation Date, any requirement that

Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or

compensation for services rendered after such date shall terminate, and the Debtors may employ and pay any

Professional in the ordinary course of business without any further notice to or action, order, or approval of the

Bankruptcy Court. The Debtors and Reorganized Debtors, as applicable, shall pay, within ten business days after submission

of a detailed invoice to the Debtors or Reorganized Debtors, as applicable, such reasonable claims for compensation

or reimbursement of expenses incurred by the retained Professionals of the Debtors or the Reorganized Debtors, as

applicable, as well as all reasonable and documented fees and expenses of the Consenting Creditors, in accordance

with the terms and conditions of the Plan Support Agreement. If the Debtors or Reorganized Debtors, as applicable, dispute the reasonableness of any such invoice, the Debtors or Reorganized Debtors, as applicable, or the affected

professional may submit such dispute to the Bankruptcy Court for a determination of the reasonableness of any such

invoice, and the disputed portion of such invoice shall not be paid until the dispute is resolved. D. Priority Tax Claims

Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed by the Holder of an

Allowed Priority Tax Claim and the applicable Debtor or Reorganized Debtor, each hHolder of an Allowed Priority

Tax Claim will, at the option of the applicable Debtor or Reorganized Debtor, in full satisfaction of its Allowed

Priority Tax Claim that is due and payable on or before the Effective Date, either (i) receive Cash equal to the

amount of such Allowed Priority Tax Claim on the Effective Date or (ii) otherwise be treated in accordance with the

terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code. ARTICLEIII. CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

This Plan constitutes a single Plan for all of the Debtors. Except for the Claims addressed in Article IIII of

the Plan, all Claims and Interests are classified in the Classes set forth below in accordance with section 1122 of the

Bankruptcy Code. A Claim or an Interest is classified in a particular Class only to the extent that the Claim or

Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion

of the Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is

classified in a particular Class for the purpose of receiving distributions under the Plan only to the extent that such

Claim or Interest is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise satisfied

prior to the Effective Date. The following represents the classification of Claims and Interests for each Debtor pursuant to the Plan:

1. Class Identification for Other Claims or Interests

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against, and Interests in, the Debtors pursuant to the Plan. Status Voting Rights

A1

Clas

s

Other Secured Claims

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Term Loan Facility Claims

Not Entitled to Vote

(Deemed to Accept

or Reject)

Impaired Entitled to Vote

A97 8.00% First Lien Notes Claims

A4

Impaired

Clas

s

Entitled to Vote

HoldCoNon-Debtor Intercompany Claims

A108

A2

9.50% First Lien Notes Claims

Impaired /

Unimpaired

Impaired Entitled to Vote

2. Class Identification for Jackson

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Jackson pursuant to the Plan.

Not Entitled to Vote

(Deemed to Accept

or Reject)

Class Claim or Interest Status

Other Priority Claims

Voting Rights

A5

B1

Claim or Interest

Unsecured Claims

Other Intercompany Claims

Impaired

Unimpaired

Entitled to Vote

3. Class Identification for Jackson Subsidiaries

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Jackson Subsidiaries pursuant to the Plan.

Impaired /

Unimpaired

Class Claim or Interest

Not Entitled to Vote

(Deemed to Accept

or Reject)

Status Voting Rights

C1

Not Entitled to Vote

(Deemed to Accept)

Unsecured Claims

A6

Impaired Entitled to Vote

4. Class Identification for ICF

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against ICF pursuant to the Plan.

Non-Debtor Intercompany Claims

Class Claim or Interest

Impaired /

Unimpaired

Status

Status

Voting Rights

Not Entitled to Vote

(Deemed to Accept

or Reject)

D1 Unsecured Claims Impaired

A3

Entitled to Vote

A75 Intercompany Interests

JacksonDebtor Intercompany Claims

Impaired /

Unimpaired

Voting Rights

Not Entitled to Vote

(Deemed to Accept

or Reject)

Impaired /

Unimpaired

A86

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Class

5. Class Identification for Envision

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Envision pursuant to the Plan.

Claim or Interest

Class

Status

Status

Voting Rights

Claim or Interest

H1 Unsecured Claims

Status

Impaired

Voting Rights

Entitled to Vote

9. Class Identification for Holdings SARL

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Holdings SARL pursuant to the Plan.

Voting Rights

Class Claim or Interest Status Voting Rights

F1

I1 Unsecured Claims

Unsecured Claims

Impaired Entitled to Vote

Impaired

I2

E1

TopCo Guarantee Claims

Entitled to Vote

Impaired Entitled to Vote

10. Class Identification for Intelsat

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against, and Interests in, Intelsat pursuant to the Plan.

7. Class Identification for Investments

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Investments pursuant to the Plan.

Class Claim or Interest

Class

Status

Class

Voting Rights

Unsecured Claims

J1

Claim or Interest

Unsecured Claims Impaired

Status

Entitled to Vote

Impaired

J2

Voting Rights

GUCTopCo Guarantee Claims Impaired Entitled to Vote

Claim or Interest

G1

Entitled to Vote

Unsecured Claims Impaired

6. Class Identification for LuxCo

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against LuxCo pursuant to the Plan.

Entitled to Vote

8. Class Identification for Holdings

Subject to Article III.DIII.D of the Plan, the following chart represents the classification of certain Claims

against Holdings pursuant to the Plan.

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Not Entitled to Vote

(Deemed to Reject)

B. Treatment of Classes of Claims and Interests

Each hHolder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the

treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for

such hHolder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the

Reorganized Debtors and the hHolder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise

indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the

Effective Date or as soon as reasonably practicable thereafter. Other Claims

1. Class A1 — Other Secured Claims

(a) Classification: Class A1 consists of any Other Secured Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees

to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Other Secured Claim, each

such Holder shall receive, at the option of the applicable Debtor(s) (with the consent of

the Required Consenting Jackson Crossover Group Members and, solely if such Claim is

against a HoldCo, the Required Consenting HoldCo Creditors), either:

(i) payment in full in Cash;

(ii) delivery of collateral securing such Allowed Other Secured Claim and payment

of any interest required under section 506(b) of the Bankruptcy Code;

(iii) Reinstatement of such Allowed Other Secured Claim; or

(iv) such other treatment rendering its Allowed Other Secured Claim Unimpaired in

accordance with section 1124 of the Bankruptcy Code.

(c) Voting: Class A1 is Unimpaired under the Plan. Holders of Allowed Other Secured

Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the

Bankruptcy Code. Holders of Allowed Other Secured Claims are not entitled to vote to

accept or reject the Plan. 2. Class A2 — Other Priority Claims

(a) Classification: Class A2 consists of any Other Priority Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees

to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Other Priority Claim, each

such Holder shall receive, at the option of the applicable Debtor(s) (with the consent of

the Required Consenting Jackson Crossover Group Members and, solely if such Claim is

against a HoldCo, the Required Consenting HoldCo Creditors), either:

(i) payment in full in Cash; or

Class Status Voting Rights

J3 Intelsat Interests

Claim or Interest

Impaired

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(ii) such other treatment rendering its Allowed Other Priority Claim Unimpaired in

accordance with section 1124 of the Bankruptcy Code.

(c) Voting: Class A2 is Unimpaired under the Plan. Holders of Allowed Other Priority

Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the

Bankruptcy Code. Holders of Allowed Other Priority Claims are not entitled to vote to

accept or reject the Plan. 3. Class A3 — JacksonDebtor Intercompany Claims

(a) Classification: Class A3 consists of any JacksonDebtor Intercompany Claims.

(b) Treatment: Each Allowed JacksonDebtor Intercompany Claim shall, at the option of the

Debtors (with the consent of the Required Consenting Jackson Crossover Group

Members and, solely if such Claim is against a HoldCo, the Required Consenting HoldCo

Creditors), either on or after the Effective Date, be:

(ii) Reinstated; or

(iii) distributed, contributed, set off, settled, canceled and released, or otherwise

addressed at the option of the Debtors (with the consent of the Required

Consenting Jackson Crossover Group Members and, solely if such Claim is

against a HoldCo, the Required Consenting HoldCo Creditors), without any

distribution on account of such Claims.

(c) Voting: Holders of Allowed Jackson Intercompany Claims are either Unimpaired and are

conclusively presumed to have accepted the Plan under section 1126(f) or Impaired and

are conclusively presumed to have rejected the Plan pursuant to section 1126(g). Holders

of Allowed Jackson Intercompany Claims are not entitled to vote to accept or reject the

Plan. 4. Class A4 — HoldCo Intercompany Claims

(a) Classification: Class A4 consists of any HoldCo Intercompany Claims.

(b) Treatment: Each Allowed HoldCo Intercompany Claim shall, at the option of the Debtors, either on or after the Effective Date, be:

(ii) Reinstated; or

(ii) distributed, contributed, set off, settled, canceled and released, or otherwise addressed

at the option of the Debtors, without any distribution on account of such Claims.

(c) Voting: Holders of Allowed HoldCo Intercompany Claims are either Unimpaired and are

conclusively presumed to have accepted the Plan under section 1126(f) or Impaired and

are conclusively presumed to have rejected the Plan pursuant to section 1126(g). Holders

of Allowed HoldCo Intercompany Claims are not entitled to vote to accept or reject the

Plan.

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5. Class A5 — Other Intercompany Claims

(a) Classification: Class A5 consists of any Other Intercompany Claims.

(b) Treatment: Each Allowed Other Intercompany Claim shall, at the option of the Debtors, either

on or after the Effective Date, be:

(i) Reinstated; or

(ii) distributed, contributed, set off, settled, canceled and released, or otherwise addressed

at the option of the Debtors, without any distribution on account of such Claims.

(c) Voting: Subject to the terms of the Settlement Agreement and the Settlement Order, Holders of Allowed OtherDebtor Intercompany Claims are either Unimpaired and are

conclusively presumed to have accepted the Plan under section 1126(f) or Impaired and

are conclusively presumed to have rejected the Plan pursuant to section 1126(g). Holders

of Allowed OtherDebtor Intercompany Claims are not entitled to vote to accept or reject

the Plan. 4. 6. Class A64 — Non-Debtor Intercompany Claims

(a) Classification: Class A64 consists of any Non-Debtor Intercompany Claims.

(b) Treatment: Subject to the terms of the Settlement Agreement and the Settlement Order, Eexcept to the extent otherwise provided in the Restructuring Steps Memorandum or the

Plan, each Allowed Non-Debtor Intercompany Claim shall, at the option of the Debtors

(with the consent of the Required Consenting Jackson Crossover Group Members and, solely if such Claim is against a HoldCo, the Required Consenting HoldCo Creditors), either on or after the Effective Date, be:

(ii) (i) Reinstated; or

(iii) distributed, contributed, set off, settled, canceled and released, or otherwise

addressed at the option of the Debtors (with the consent of the Required

Consenting Jackson Crossover Group Members and, solely if such Claim is

against a HoldCo, the Required Consenting HoldCo Creditors), without any

distribution on account of such Claims.

(c) Voting: Holders of Allowed Non-Debtor Intercompany Claims are either Unimpaired

and are conclusively presumed to have accepted the Plan under section 1126(f) or

Impaired and are conclusively presumed to have rejected the Plan pursuant to section

1126(g). Holders of Allowed Non-Debtor Intercompany Claims are not entitled to vote

to accept or reject the Plan.

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5. 7. Class A75 — Intercompany Interests

(a) Classification: Class A75 consists of allany Intercompany Interests.

(b) Treatment: Except to the extent otherwise provided in the Restructuring Steps

Memorandum, on the Effective Date, Intercompany Interests shall, at the option of the

Debtors (with the consent of the Required Consenting Jackson Crossover Group

Members and, solely if such Claim is against a HoldCo, the Consenting HoldCo

Creditors), either be:

(i) Reinstated; or

(ii) discharged, cancelled, released, and extinguished and of no further force or

effect without any distribution on account of such Interests.

(c) Voting: Holders of Allowed Intercompany Interests are conclusively deemed to have

accepted the Plan pursuant to section 1126(f) or rejected the Plan pursuant to

section 1126(g) of the Bankruptcy Code. Holders of Allowed Intercompany Interests are

not entitled to vote to accept or reject the Plan. 6. 8. Class A86 — Term Loan Facility Claims

(a) Classification: Class A86 consists of any Term Loan Facility Claims.

(b) Allowance: Term Loan Facility Claims shall be Allowed against all of the obligors and

guarantors under the Term Loan Facility in accordance with the Secured CreditorTerm

Loan Facility Claims Settlement, in their entirety, without offset, recoupment, reductions, or deduction of any kind, for all purposes of the Plan.

(c) Treatment: Except to the extent that a Holder of an Allowed Term Loan Facility Claim

agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Term Loan

Facility Claim, each Holder of an Allowed Term Loan Facility Claim shall receive its Pro

Rata share of the Cash payment pursuant to the Term Loan Recoverypayment in full in

Cash as compromised in accordance with the Secured Creditor Settlement.Term Loan

Facility Claims Settlement; provided, however, for the avoidance of doubt, no

distributions to Holders of Allowed Term Loan Facility Claims shall be made out of the

deposit accounts of the HoldCos.

(d) Voting: Class A86 is Impaired under the Plan. Holders of Allowed Term Loan Facility

Claims are entitled to vote to accept or reject the Plan. 7. 9. Class A97 — 8.00% First Lien Notes Claims

(a) Classification: Class A97 consists of any 8.00% First Lien Notes Claims.

(b) Allowance: 8.00% First Lien Notes Claims shall be Allowed against all of the obligors

and guarantors under the 8.00% First Lien Notes Indenture (x) in accordance with the

Secured Creditor Settlement, in their entirety, without offset, recoupment, reductions, or

deduction of any kind, for all purposes of the Plan.if the Secured Creditor Settlement

Order has been entered and remains in effect and (y) in the event the Secured Creditor

Settlement Order has not been entered or does not remain in effect, in an amount equal to:

(i) the full outstanding principal amount; (ii) any accrued and unpaid interest on the

principal amount through and including the Effective Date at the contractual rate; and

(iii) such additional amounts as may be determined in a Final Order sufficient to render

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the 8.00% First Lien Notes Claims Unimpaired. For the avoidance of doubt, in the event

that the Secured Creditor Settlement Order has not been entered or does not remain in

effect, the 8.00% First Lien Notes Claims shall be treated as Unimpaired and Holders of

8.00% First Lien Notes Claims shall not be bound by the Secured Creditor Settlement and

shall be entitled to seek allowance in full of their 8.00% First Lien Notes Claims in an

amount sufficient to render the 8.00% First Lien Notes Claims Unimpaired, including to

seek interest (at the contractual rate) on, or as part of, such Claims until such Claims are

paid in full, and all parties’ rights are reserved in connection with any such litigation.

(c) Treatment: Except to the extent that a Holder of an Allowed 8.00% First Lien Notes

Claim agrees to a less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Allowed

8.00% First Lien Notes Claim, each Holder of an Allowed 8.00% First Lien Notes Claim

shall receive payment in full in Cash of its Pro Rata share of (x) the Cash payment

pursuant to thefull amount of all 8.00% First Lien Notes RecoveryClaims as

compromised in accordance with the Secured Creditor Settlement. , if the Secured

Creditor Settlement Order has been entered and remains in effect as of the Effective Date, subject to recoupment and reduction, or supplementation and increase, in the payment of

the amounts specified in clause (iii) below in the event and to the extent of entry of a

subsequent Final Order inconsistent with the Secured Creditor Settlement Order, or (y) as

otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has not

been entered or does not remain in effect as of the Effective Date; provided, however, that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has

not been entered as of the Effective Date or does not remain in effect as of the Effective

Date (or is vacated or reversed after the Effective Date pursuant to a Final Order), the

Plan shall be deemed to be amended so as to treat the Holders of Allowed 8.00% First

Lien Notes Claims as Unimpaired and the Holders of Allowed 8.00% First Lien Notes

Claims shall receive payment in full, in Cash of: (i) the full outstanding principal amount;

(ii) any accrued and unpaid interest on the principal amount through the Effective Date at

the contractual rate; and (iii) such additional amounts (including any premium or

makewhole amounts and any contractual or other interest thereon), if any, as may be

determined in a Final Order sufficient to render the 8.00% First Lien Notes Claims

Unimpaired (and, for the avoidance of doubt, all parties’ (other than the Debtors and the

Reorganized Debtors) rights in respect of the additional amounts necessary to render the

8.00% First Lien Notes Claims Unimpaired shall be expressly reserved and preserved), with the payment of the amounts specified in clauses (i) and (ii) to occur on the Effective

Date and the payment of the amounts specified in clause (iii) to occur as soon as

practicable after entry of the Final Order; provided, further, however, that in no event

shall the amounts specified in clauses (i) and (ii) be subject to recoupment and reduction, or supplementation and increase; provided, further, however, for the avoidance of doubt, no distributions to Holders of Allowed 8.00% First Lien Notes Claims shall be made out

of the deposit accounts of the HoldCos.

(d) Voting: Class A97 is Impaired under the Plan. Holders of Allowed 8.00% First Lien

Notes Claims are entitled to vote to accept or reject the Plan.

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8. 10. Class A108 — 9.50% First Lien Notes Claims

(a) Classification: Class A108 consists of any 9.50% First Lien Notes Claims.

(b) Allowance: 9.50% First Lien Notes Claims shall be Allowed against all of the obligors

and guarantors under the 9.50% First Lien Notes Indenture (x) in accordance with the

Secured Creditor Settlement, in their entirety, without offset, recoupment, reductions, or

deduction of any kind, for all purposes of the Plan.if the Secured Creditor Settlement

Order has been entered and remains in effect and (y) in the event the Secured Creditor

Settlement Order has not been entered or does not remain in effect, in an amount equal to:

(i) the full outstanding principal amount; (ii) any accrued and unpaid interest on the

principal amount through and including the Effective Date at the contractual rate; and (iii)

such additional amounts as may be determined in a Final Order sufficient to render the

9.50% First Lien Notes Claims Unimpaired. For the avoidance of doubt, in the event that

the Secured Creditor Settlement Order has not been entered or does not remain in effect, the 9.50% First Lien Notes Claims shall be treated as Unimpaired and Holders of 9.50%

First Lien Notes Claims shall not be bound by the Secured Creditor Settlement and shall

be entitled to seek allowance in full of their 9.50% First Lien Notes Claims in an amount

sufficient to render the 9.50% First Lien Notes Claims Unimpaired, including to seek

interest (at the contractual rate) on, or as part of, such Claims until such Claims are paid

in full, and all parties’ rights are reserved in connection with any such litigation.

(c) Treatment: Except to the extent that a Holder of an Allowed 9.50% First Lien Notes

Claim agrees to a less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Allowed

9.50% First Lien Notes Claim, each Holder of an Allowed 9.50% First Lien Notes Claim

shall receive payment in full in Cash of its Pro Rata share of (x) the Cash payment

pursuant to thefull amount of all 9.50% First Lien Notes RecoveryClaims as

compromised in accordance with the Secured Creditor Settlement. , if the Secured

Creditor Settlement Order has been entered and remains in effect as of the Effective Date, subject to recoupment and reduction, or supplementation and increase, in the payment of

the amounts specified in clause (iii) below in the event and to the extent of entry of a

subsequent Final Order inconsistent with the Secured Creditor Settlement Order, or (y) as

otherwise set forth in a Final Order, if the Secured Creditor Settlement Order has not

been entered or does not remain in effect as of the Effective Date; provided, however, that for the avoidance of doubt, to the extent the Secured Creditor Settlement Order has

not been entered as of the Effective Date or does not remain in effect as of the Effective

Date (or is vacated or reversed after the Effective Date pursuant to a Final Order), the

Plan shall be deemed to be amended so as to treat the Holders of Allowed 9.50% First

Lien Notes Claims as Unimpaired and the Holders of Allowed 9.50% First Lien Notes

Claims shall receive payment in full, in Cash of: (i) the full outstanding principal amount;

(ii) any accrued and unpaid interest on the principal amount through the Effective Date at

the contractual rate; and (iii) such additional amounts (including any premium or

makewhole amounts and any contractual or other interest thereon), if any, as may be

determined in a Final Order sufficient to render the 9.50% First Lien Notes Claims

Unimpaired (and, for the avoidance of doubt, all parties’ (other than the Debtors and the

Reorganized Debtors) rights in respect of the additional amounts necessary to render the

9.50% First Lien Notes Claims Unimpaired shall be expressly reserved and preserved), with the payment of the amounts specified in clauses (i) and (ii) to occur on the Effective

Date and the payment of the amounts specified in clause (iii) to occur as soon as

practicable after entry of the Final Order; provided, further, however, that in no event

shall the amounts specified in clauses (i) and (ii) be subject to recoupment and reduction, or supplementation and increase; provided, further, however, for the avoidance of doubt, no distributions to Holders of Allowed 9.50% First Lien Notes Claims shall be made out

of the deposit accounts of the HoldCos.

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(d) Voting: Class A108 is Impaired under the Plan. Holders of Allowed 9.50% First Lien

Notes Claims are entitled to vote to accept or reject the Plan. Claims against Jackson

9. 11. Class B1 — Unsecured Claims against Jackson

(a) Classification: Class B1 consists of any Unsecured Claims against Jackson.

(b) Allowance: Unsecured Claims against Jackson shall be Allowed in an amount which

includes $7,056,881,021 on account of Jackson Senior Notes Claims.

(c) (b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Jackson agrees to less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Jackson, each Holder of an Allowed Unsecured Claim against Jackson

shall receive its Pro Rata share of the Jackson Unsecured Recovery.

(d) (c) Voting: Class B1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Jackson are entitled to vote to accept or reject the Plan. Claims against Jackson Subsidiaries

10. 12. Class C1 — Unsecured Claims against Jackson Subsidiaries

(a) Classification: Class C1 consists of any Unsecured Claims against Jackson Subsidiaries.

(b) Allowance: Unsecured Claims against Jackson Subsidiaries shall be Allowed in an

amount which includes $7,056,881,021 on account of Jackson Senior Notes Claims.

(c) (b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Jackson Subsidiaries agrees to less favorable treatment of its Allowed Claim, in full and

final satisfaction, settlement, release, and discharge of and in exchange for each

Unsecured Claim against Jackson Subsidiaries, each Holder of an Allowed Unsecured

Claim against Jackson Subsidiaries shall receive its Pro Rata share of the Jackson

Unsecured Recovery.

(d) (c) Voting: Class C1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Jackson Subsidiaries are entitled to vote to accept or reject the Plan. Claims against ICF

11. 13. Class D1 —Unsecured Claims against ICF

(a) Classification: Class D1 consists of any Unsecured Claims against ICF.

(b) Allowance: Unsecured Claims against ICF shall be Allowed in an amount which includes

$1,298,819,444 on account of Connect Senior Notes Claims.

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

ICF agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Unsecured Claim against

ICF, each Holder of an Allowed Unsecured Claim against ICF shall receive its Pro Rata

share of the ICF Unsecured Recovery.

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(d) Voting: Class D1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against ICF are entitled to vote to accept or reject the Plan. Claims against Envision

12. 14. Class E1 — Unsecured Claims against Envision

(a) Classification: Class E1 consists of any Unsecured Claims against Envision.

(b) Allowance: Unsecured Claims against Envision shall be Allowed in an amount which

includes $1,298,819,444 on account of Connect Senior Notes Claims and $409,946,250

on account of Convertible Senior Notes Claims.

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Envision agrees to less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Envision, each Holder of an Allowed Unsecured Claim against Envision

shall receive its Pro Rata share of the Envision Unsecured Recovery.

(d) Voting: Class E1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Envision are entitled to vote to accept or reject the Plan. Claims against LuxCo

13. 15. Class F1 — Unsecured Claims against LuxCo

(a) Classification: Class F1 consists of any Unsecured Claims against LuxCo.

(b) Allowance: Unsecured Claims against LuxCo shall be Allowed in an amount which

includes (i)(A) $1,4356,8909,0137,324 on account of the 2021 Lux Senior Notes Claims

and, (B) $920,816,822 on account of the 2023 Lux Senior Notes Claims, and

(C) $111,490 on account of the 2024 Lux Senior Notes Claims, and (ii) $1,298,819,444

on account of Connect Senior Notes Claims.

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

LuxCo agrees to less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against LuxCo, each Holder of an Allowed Unsecured Claim against LuxCo shall

receive its Pro Rata share of the LuxCo Unsecured Recovery.; provided, for the

avoidance of doubt, that there shall be no distribution of any portion of the LuxCo

Unsecured Recovery on account of (i) the Intercompany Senior Notes Claims and (ii) the

Connect Senior Notes Claims, in each instance as a result of the settlements and

compromises set forth in the Plan and Plan Support Agreement.

(d) Voting: Class F1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against LuxCo are entitled to vote to accept or reject the Plan. Claims against Investments

14. 16. Class G1 — Unsecured Claims against Investments

(a) Classification: Class G1 consists of any Unsecured Claims against Investments.

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Investments agrees to less favorable treatment of its Allowed Claim, in full and final

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satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Investments, each Holder of an Allowed Unsecured Claim against

Investments shall receive its Pro Rata share of the Investments Unsecured Recovery.

(c) Voting: Class G1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Investments are entitled to vote to accept or reject the Plan. Claims against Holdings

15. 17. Class H1 — Unsecured Claims against Holdings

(a) Classification: Class H1 consists of any Unsecured Claims against Holdings.

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Holdings agrees to less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Holdings, each Holder of an Allowed Unsecured Claim against Holdings

shall receive its Pro Rata share of the Holdings Unsecured Recovery.

(c) Voting: Class H1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Holdings are entitled to vote to accept or reject the Plan. Claims against Holdings SARL

16. 18. Class I1 — Unsecured Claims against Holdings SARL

(a) Classification: Class I1 consists of any Unsecured Claims against Holdings SARL.

(b) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Holdings SARL agrees to less favorable treatment of its Allowed Claim, in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Holdings SARL, each Holder of an Allowed Unsecured Claim against

Holdings SARL shall receive its Pro Rata share of the Holdings SARL Unsecured

Recovery.

(c) Voting: Class I1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Holdings SARL are entitled to vote to accept or reject the Plan. 17. Class I2 — TopCo Guarantee Claims against Holdings SARL

(a) Classification: Class I2 consists of any TopCo Guarantee Claims against Holdings

SARL.

(b) Treatment: Except to the extent that a Holder of an Allowed TopCo Guarantee Claim

against Holdings SARL agrees to less favorable treatment of its Allowed Claim, in full

and final satisfaction, settlement, release, and discharge of and in exchange for each

TopCo Guarantee Claim against Holdings SARL, each Holder of an Allowed TopCo

Guarantee Claim against Holdings SARL shall receive its Pro Rata share of the Holdings

SARL Unsecured Recovery.

(c) Voting: Class I2 is Impaired under the Plan. Holders of Allowed TopCo Guarantee

Claims against Holdings SARL are provisionally entitled to vote to accept or reject the

Plan pending final allowance of such Claims.

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Claims against Intelsat

18. 19. Class J1 — Unsecured Claims against Intelsat

(a) Classification: Class J1 consists of any Unsecured Claims against Intelsat.

(b) Allowance: Unsecured Claims against Intelsat shall be Allowed in an amount which

includes $409,946,250 on account of Convertible Senior Notes Claims.

(c) Treatment: Except to the extent that a Holder of an Allowed Unsecured Claim against

Intelsat agrees to less favorable treatment of its Allowed Claim (including, for the

avoidance of doubt, the HoldCo Creditor Ad Hoc Group Waiver), in full and final

satisfaction, settlement, release, and discharge of and in exchange for each Unsecured

Claim against Intelsat, each Holder of an Allowed Unsecured Claim against Intelsat shall

receive its Pro Rata share of the S.A. Unsecured Recovery.

(d) Voting: Class J1 is Impaired under the Plan. Holders of Allowed Unsecured Claims

against Intelsat are entitled to vote to accept or reject the Plan. 19. 20. Class J2 — GUCTopCo Guarantee Claims against Intelsat

(a) Classification: Class J2 consists of any GUCTopCo Guarantee Claims against Intelsat.

(b) Treatment: Except to the extent that a Holder of an Allowed GUCTopCo Guarantee

Claim against Intelsat agrees to less favorable treatment of its Allowed Claim, in full and

final satisfaction, settlement, release, and discharge of and in exchange for each

UnsecuredTopCo Guarantee Claim against Intelsat, each Holder of an Allowed

GUCTopCo Guarantee Claim against Intelsat shall receive its Pro Rata share of the S.A. GUC Recovery.Unsecured Recovery; provided that 30 percent (30%) of any distributions

made on account of TopCo Guarantee Claims against Intelsat to the Jackson Senior Notes

Trustees shall be gifted Pro Rata to Holders of Connect Senior Notes Claims in

consideration for the covenants, compromises, releases, and other benefits provided by

the members of the HoldCo Creditor Ad Hoc Group pursuant to the Plan Support

Agreement; provided that the aggregate value of such gift shall not exceed $6 million.

(c) Voting: Class J2 is Impaired under the Plan. Holders of Allowed GUCTopCo Guarantee

Claims against Intelsat are provisionally entitled to vote to accept or reject the Plan

pending final allowance of such Claims. 20. 21. Class J3 — Interests in Intelsat

(a) Classification: Class J3 consists of all Interests in Intelsat.

(b) Treatment: No distributions shall be made under the Plan in respect of Interests in

Intelsat. On the Effective Date, Holders of Interests in Intelsat shall retainhave their

Interests in Intelsat, subject to dilutioned and extinguished by the equity distributions

made pursuant to the Plan, and shall receive no distribution on account of suchtheir

Interests. Holders of Interests may receive a de minimis Cash payment in lieu of any

fractional interest retained.

(c) Voting: Class J3 is Impaired under the Plan. Holders of Allowed Interests in Intelsat are

conclusively presumed to have rejected the Plan. Therefore, pursuant to section 1126(g)

of the Bankruptcy Code. Holders of Allowed Interests in Intelsat are not entitled to vote

to accept or reject the Plan.

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C. Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the

Reorganized Debtors’ rights regarding any Unimpaired Claim, including all rights regarding legal and equitable

defenses to or setoffs or recoupments against any such Unimpaired Claim. Unless otherwise Allowed, Claims that

are Unimpaired shall remain Disputed Claims under the Plan. D. Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a

Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be

deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining

acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code. E. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote

in such Class vote to accept or reject the Plan, the Holders of such Claims or Interests in such Class shall be

presumed to have accepted the Plan. F. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective

distributions and treatments under the Plan take into account and conform to the relative priority and rights of the

Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights

relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the

Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, and subject to the Plan Support

Agreement (including all consent rights therein), the Reorganized Debtors reserve the right to re-classify any

Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating

thereto. G. Intercompany Interests

To the extent Reinstated under the Plan, such Reinstatement and any distributions on account of

Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their

Intercompany Interests, but for the purposes of administrative convenience and in exchange for the Debtors’ and

Reorganized Debtors’ agreement under the Plan to provide management services to certain other Debtors and

Reorganized Debtors and to use certain funds and assets as set forth in the Plan to make certain distributions and

satisfy certain obligations as set forth in the Plan of certain other Debtors and Reorganized Debtors to the Holders of

certain Allowed Claims and Allowed Interests. For the avoidance of doubt, any Interest in non-Debtor subsidiaries

owned by a Debtor shall continue to be owned by the applicable Reorganized Debtor. H. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are

Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the

Confirmation Date.

I. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance

of the Plan by one or more of the Classes entitled to vote pursuant to Article III.BIII.B of the Plan. The Debtors

shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting

Class of Claims or Interests. The Debtors reserve the right (subject to the PSA Definitive Document Requirements)

to alter, amend, or modify the Plan, or any document in the Plan Supplement in accordance with Article XX hereof

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to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including (subject to the PSA Definitive Document Requirements) by modifying the treatment applicable to a Class

of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the

Bankruptcy Rules. ARTICLEIV. MEANS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims and Interests

Unless otherwise set forth in the Plan, 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 the good faith compromise and settlement of all such

Claims, Interests, Causes of Action and controversies pursuant to Bankruptcy Rule 9019, and the entry of the

Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under

section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that

such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors and their

Estates. Subject to Article VI hereof, all distributions made to Holders of Allowed Claims and Allowed Interests (as

applicable) in any Class are intended to be and shall be final. B. Secured Creditor Settlement Agreement

In addition to the general settlement described in Article IV.A., pursuant to section 1123 of the Bankruptcy

Code and Bankruptcy Rule 9019, and in consideration for the mutual compromises described in this Article IV.A, the Plan shall effectuate the Secured Creditor Settlement, which includes certain following key terms (without

limitation of the terms and conditions of the Secured Creditor Settlement). Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates the

Settlement set forth in the Settlement Agreement and as shall be approved by the Settlement Order. In consideration

for the distributions and other benefits provided pursuant to the Settlement Agreement and this Plan, the provisions

of the Settlement Agreement and this Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a party to the Settlement

Agreement may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of

such Allowed Claim or Interest; provided that, notwithstanding anything to the contrary herein, no party to the

Settlement Agreement shall be deemed to have compromised or settled any Claims, Interests, or controversies

against any other party to the Settlement Agreement that has not mutually compromised or settled such Claims, Interests, or controversies. Settlement/Allowance. Pursuant to Bankruptcy Rule 9019 and Bankruptcy Code section 1123(b)(3), in settlement

and compromise of any disputes regarding the allowance, classification and treatment of the First Lien Claims, the

Plan shall provide that the First Lien Claims are Allowed and settled as follows:  8.00% First Lien Notes Claims: Allowed in the amount equal to: (i) full outstanding principal amount; (ii) any

accrued and unpaid interest on the principal amount through the Effective Date at the contractual rate (it

being understood and agreed that until the Effective Date the Debtors shall continue to pay interest on the

principal amount in accordance with the DIP Order); and (iii) $23,634,033.54

2 on account of prepayment

premium and/or makewhole amounts payable under the 8.00% First Lien Notes Indenture (which amount

represents 77% of the aggregate amount of any prepayment premium and/or makewhole amounts payable

2 This amount assumes an Effective Date of December 31, 2021, and the interest component thereof is subject to

change based on the actual Effective Date.

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under the 8.00% First Lien Notes Indenture, along with interest thereon at the contractual rate, through the

Effective Date);  9.50% First Lien Notes Claims: Allowed in the amount equal to: (i) full outstanding principal amount; (ii) any

accrued and unpaid interest on the principal amount through the Effective Date at the contractual rate (it

being understood and agreed that until the Effective Date the Debtors shall continue to pay interest on the

principal amount in accordance with the DIP Order); and (iii) $91,536,911.35

3 on account of prepayment

premium and/or makewhole amounts payable under the 9.50% First Lien Notes Indenture (which amount

represents 77% of the aggregate amount of any prepayment premium and/or makewhole amounts payable

under the 9.50% First Lien Notes Indenture, along with interest thereon at the contractual rate, through the

Effective Date); and

C.  Term Loan Facility Claims: Allowed in the amount equal to: (i) full outstanding principal amount; (ii) any

accrued and unpaid interest on the principal amount through the Effective Date at the non-default contractual rate

applicable to ABR Loans (in the case of Tranche B-3 Term Loans and Tranche B-4 Term Loans) and applicable to

Fixed Rate Loans (in the case of Tranche B-5 Term Loans); and (iii) 90% of the accrued default interest through the

Effective Date on the ABR Loans and Fixed Rate Loans. Settlement  Any payments of interest made during the Chapter 11 Cases on the First Lien Notes Claims and the Term

Loan Facility Claims are characterized as payments of allowed interest. The Term Loan Facility Claims Settlement, as set forth in the Secured Claims Settlement Term Sheet, is

incorporated herein by reference.  For the avoidance of doubt, no payments in connection with the Secured Creditor Settlement shall be made out of

the deposit accounts of the HoldCos. D. C. Restructuring Transactions

On or before the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall take all actions

set forth in the Restructuring Steps Memorandum (as agreed and in accordance with the Plan Support Agreement

and subject to the applicable consent and approval rights thereunder) and may take all actions as may be necessary

or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the

Plan that are consistent with and pursuant to the terms and conditions of the Plan and the Plan Support Agreement, which transactions may include, in each case if and as agreed in accordance with the Plan Support Agreement and

subject to the applicable consent and approval rights thereunder, as applicable: (a) the execution and delivery of

appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing

terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and

any other terms to which the applicable parties may agree; (b) the execution and delivery of appropriate instruments

of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms

consistent with the terms of the Plan and having other terms to which the applicable parties agree; (c) the filing of

appropriate certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other certificates or documentation pursuant to applicable

law; (d) the execution and delivery of the New Debt Documents, and any filing related thereto; (e) the issuance of

the New Common Stock; (f) the execution and delivery of the New Warrants Agreement, and any filing related

thereto, and the issuance of the New Warrants thereunder; (g) the execution and delivery of the CVR Agreements, and any filing related thereto, and the issuance of the CVRs thereunder; (h) the execution and delivery of the New

Corporate Governance Documents, and any certificates or articles of incorporation, bylaws, or such other applicable

formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be

made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized

Debtors, as applicable); (i) the filing of any required FCC Applicationsexecution and delivery of the Backstop

3 This amount assumes an Effective Date of December 31, 2021, and the interest component thereof is subject to

change based on the actual Effective Date.

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Commitment Agreement, and any filings related thereto, and the payment of the Backstop Premium; (j) the filing of

registration statements with the U.S. Securities Exchange Commission with respect to the New Common Stock and

the New Warrants, and the listing of each on a recognized U.S. stock exchangeany required FCC Applications and

any other applications or documents necessary to obtain requisite regulatory approvals; (k) the issuance of the

Reorganized S.A. Common Stock; and (kl) all other actions that the applicable Reorganized Debtors determine to be

necessary or advisable, including making filings or recordings that may be required by applicable law in connection

with the Plan. All Holders of Claims and Interests receiving distributions pursuant to the Plan and all other

necessary parties in interest, including any and all agents thereof, shall prepare, execute, and deliver any agreements

or documents, including any subscription agreements, and take any other actions as the Debtors and the Required

Consenting Unsecured Creditors may jointly determine are necessary or advisable, including by voting and/or

exercising any powers or rights available to such Holder, including at any board, or creditors’, or shareholders’ meeting (including any Special Meeting), to effectuate the provisions and intent of the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy

Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction

described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring

Transactions, including, for the avoidance of doubt, any and all actions required to be taken under applicable

nonbankruptcy law, including the laws of the Grand Duchy of Luxembourg and any other applicable domicile. E. D. Sources of Consideration for Plan Distributions

The Debtors shall fund distributions under the Plan, as applicable, with (i) the issuance of the New

Common Stock; (ii) the issuance of the New Warrants; (iii) the issuance of the CVRs; (iv) the issuance of or

borrowings under the New Debt; and (v) the issuance of Reorganized S.A. Common Stock; and (vi) Cash on hand. Each distribution and issuance referred to in Article VIVI of the Plan shall be governed by the terms and conditions

set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or

other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each

Entity receiving such distribution or issuance. Prior to the Effective Date, the Debtors shall use commercially reasonable efforts to raise the New Debt and

obtain the optimal capital structure for the Reorganized Debtors, which capital structure may be comprised of firstlien and second-lien debt and shall include the New Revolver shall provide for (a) $7.125 billion of New Term Loan

and New Notes and (b) a revolving credit facility for up to $500 million of availability, which availability may be

increased for up to $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0

billion. with the consent of the Require Consenting Jackson Crossover Group Members. TheSubject to the consent of the Required Consenting Unsecured Creditors, the Reorganized Debtors will

be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to

enable the Reorganized Debtors to satisfy their distribution obligations under the Plan, as set forth in Article III of

the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers

(a) will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement

practices, and in a manner that is acceptable to the Required Consenting Unsecured Creditors and (b) will not violate

the terms of the Plan. For the avoidance of doubt, nothing in this Article IV.E shall in any way change the

distributions to Claims and Interests, or the amount or type of consideration to be received by any Claim or Interest, as set forth in Article III of the Plan. 1. New Common Stock

The Confirmation Order shall authorize the issuance of the Equity Issuer’s New Common Stock in one or

more issuances without the need for any further corporate action, and the Debtors or Reorganized Debtors, as

applicable, are authorized to take any action necessary or appropriate in furtherance thereof. By the Effective Date, applicable Holders of Claims shall receive shares or units of the New Common Stock in exchange for their Claims

pursuant to Article III.BIII.B.

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All of the shares or units of New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessabled. Each distribution and issuance of the New Common Stock under the

Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance

and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which

terms and conditions shall bind each Entity receiving such distribution or issuance. The New Common Stock may be publicly traded and the Equity Issuer will use commercially reasonable

efforts to obtain a listing for the New Common Stock on a recognized U.S. stock exchange on or as promptly as

reasonably practicable after the date on which such New Common Stock is issued. In the event the New Common

Stock is listed on a recognized U.S. stock exchange, recipients accepting distributions of New Common Stock shall

be deemed to have agreed to cooperate with the Equity Issuer’s reasonable requests to assist in its efforts to list the

New Common Stock on a recognized U.S. stock exchange. The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the

Effective Date and the New Common Stock shall not be listed on a public stock exchange, (ii) shall not be

voluntarily subjected to any reporting requirements promulgated by the SEC, and (iii) shall not be required to list the

New Common Stock on a recognized U.S. stock exchange, except, in each case, as otherwise may be required

pursuant to the New Corporate Governance Documents. The Articles of Association, Shareholders Agreement, and any other applicable limited liability company

agreement, partnership agreement, stockholders agreement or other similar agreement of the Equity Issuer shall be

effective as of the Effective Date and, as of such date, shall be deemed to be valid, binding, and enforceable in

accordance with its terms, and each holder of New Common Stock, including holders that receive such New

Common Stock on account of the New Warrants shall be deemed bound thereby. 2. New Warrants

On the Effective Date, the Equity Issuer will issue the New Warrants only to the extent required to provide

for distributions to recipients of the Envision Unsecured Recovery, ICF Unsecured Recovery, and LuxCo Unsecured

Recovery, as contemplated by the Planapplicable Holders of Claims in exchange for their Claims pursuant to Article

III.B. All of the New Warrants issued pursuant to the Plan shall be duly authorized without the need for any further

corporate action and without any further action by the Debtors or Reorganized Debtors, as applicable, validly issued, fully paid, and non-assessable. Any New Common Stock issued upon the exercise of the New Warrants shall be

subject to dilution pursuant to the Dilution Principles and shall, when so issued and upon payment of the exercise

price in accordance with the terms of the New Warrants, be duly authorized, validly issued, fully paid, and non- assessable. The New Warrants (and the New Common Stock issuable thereunder) are may be publicly traded and the

Equity Issuer will use commercially reasonable efforts to obtain a listing for the New Warrants on a recognized U.S. stock exchange on or as promptly as reasonably practicable after the date on which such New Warrants are issued. In the event the New Warrants are listed on a recognized U.S. stock exchange, recipients accepting distributions of

New Warrants shall be deemed to have agreed to cooperate with the Equity Issuer’s reasonable requests to assist in

its efforts to list the New Warrants on a recognized U.S. stock exchange. The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the

Effective Date and the New Warrants (including any New Common Stock issued upon the exercise of the New

Warrants) shall not be listed on a public stock exchange, (ii) shall not be voluntarily subjected to any reporting

requirements promulgated by the SEC, and (iii) shall not be required to list the New Warrants (including any New

Common Stock issued upon the exercise of the New Warrants) on a recognized U.S. stock exchange, except, in each

case, as otherwise may be required pursuant to the New Corporate Governance Documents. 3. CVRs

On the Effective Date, the Reorganized Debtors will issue the CVRs only to the extent required to provide

for distributions to recipients of the ICF Unsecured Recovery as contemplated by the Planapplicable Holders of

Claims in exchange for their Claims pursuant to Article III.B. All of the CVRs issued pursuant to the Plan shall be

duly authorized without the need for any further corporate action and without any further action by the Debtors or

Reorganized Debtors, as applicable, validly issued, fully paid, and non-assessable.

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The Reorganized Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the

Effective Date and the CVRs shall not be listed on a public stock exchange, (ii) shall not be voluntarily subjected to

any reporting requirements promulgated by the SEC, and (iii) shall not be required to list the CVRs on a recognized

U.S. stock exchange, except, in each case, as otherwise may be required pursuant to the New Corporate Governance

Documents. 4. New Debt

Prior to the Effective Date, the Debtors may use commercially reasonable efforts to secure commitments to

fund the New Capital Structure. The New Capital Structure may include a combination of the New Term Loan

and/or New Secured Notes, and may be secured by a lien on substantially all of the assets of the Reorganized

Debtors and their subsidiaries. The New Term Loan and New Notes may be backstopped (in whole or in part) by the Backstop Parties, and

the Backstop Parties shall be obligated to fund the New Term Loan and New Notes in accordance with the terms and

conditions of the Backstop Commitment Agreement. Subject to, and in accordance with the Backstop Commitment

Agreement, as consideration for the Backstop Commitments, the Backstop Parties shall receive the Backstop

Premium, which shall be paid in Cash by the Debtors or Reorganized Debtors (as applicable) to the Backstop Parties

at the time and in the manner set forth in the Backstop Commitment Agreement. The funding of the New Term Loan

and New Notes as contemplated by the Backstop Commitment Agreement may be structured as a debtor-in- possession financing facility to be funded (in whole or in part) prior to the Effective Date, or an exit facility to be

funded (in whole or in part) on or after the Effective Date. On the Effective Date (or earlier, if provided in an order of the Bankruptcy Court), the net Cash proceeds of

the New Term Loan and New Secured Notes, as applicable, will be used to pay in full in Cash Allowed DIP Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other

Priority Claims, and executory contract and unexpired lease Cure Claims, and other Claims, as and to the extent that

any such Claims are required to be paid in Cash under this Plan, and distributed to hHolders of Allowed Claims

entitled to a Cash distribution in accordance with Article IIIIII of this Plan. Confirmation of the Plan shall be deemed (a) approval of the New Revolver, New Term Loan, and New

Secured Notes, as applicable, and (b) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements

(including the Backstop Commitment Agreement) necessary or appropriate to pursue or obtain the New Revolver, New Term Loan, and issue the New Secured Notes, as applicable, and incur and pay any fees, premiums and

expenses in connection therewith (including the Backstop Premium), and (ii) act or take action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any person, subject to such modifications as

the Debtors or the Reorganized Debtors, as applicable, may deem to be necessary to obtain the New Revolver and

the New Term Loan and issue the New Secured Notes, as applicable. On the Effective Date (or earlier, if provided in an order of the Bankruptcy Court), all Liens and security

interests granted pursuant to, or in connection with the New Revolver, New Term Loan and/or New Secured Notes, as applicable: (i) shall be deemed to be approved and shall, without the necessity of the execution, recordation, or

filing of mortgages, security agreements, control agreements, pledge agreements, financing statements, or other

similar documents, be valid, binding, fully perfected, fully enforceable Liens on, and security interests in, the

collateral securing the New Revolver, New Term Loan, and/or New Secured Notes, as applicable, with the priorities

established in respect thereof under applicable non-bankruptcy law, the Plan, and the Confirmation Order; and

(ii) shall not be enjoined or subject to discharge, impairment, release, avoidance, recharacterization, or subordination

(including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy

law, the Plan, or the Confirmation Order. The Reorganized Debtors and the Persons granted Liens and security interests under the New Revolver, New Term Loan, and/or New Secured Notes, as applicable, are authorized to make all filings and recordings and to

obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests

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under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that

would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall

occur automatically by virtue of the entry of the Confirmation Order without the need for any filings or recordings)

and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under

applicable law to give notice of such Liens and security interests to third parties. 5. Reorganized S.A. Common Stock

The Confirmation Order shall authorize the issuance of the Reorganized S.A. Common Stock, as necessary, in one or more issuances without the need for any further corporate action, and the Debtors or Reorganized Debtors, as applicable, are authorized to take any action necessary or appropriate in furtherance thereof. By the Effective

Date for Debtor Intelsat, applicable Holders of Claims shall receive approximately 100 percent (subject to the

extinguishment of Intelsat Interests) of shares or units of the Reorganized S.A. Common Stock in exchange for their

Claims pursuant to Article III.B and consistent with the Restructuring Steps Memorandum. All of the shares or units of Reorganized S.A. Common Stock issued pursuant to the Plan shall be duly

authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the Reorganized S.A. Common Stock under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such

distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution

or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. For the

avoidance of doubt, the Reorganized S.A. Common Stock may constitute Interests in Intelsat, which may retain its

Interests in Holdings SARL or take other actions under applicable nonbankruptcy law to retain any assets of

Holdings SARL, except for Interests in Holdings, which may be owned by or become the Equity Issuer. F. E. Exemption from Registration Requirements

Pursuant toAll 1145 Securities will be issued in reliance upon section 1145 of the Bankruptcy Code, the

offering, issuance, and distribution of the New Common Stock, the New Warrants, the issuance of the New Common

Stock upon exercise of the New Warrants, the CVRs and the issuance of the New Common Stock under the CVRs

shall be exempt from, among other things, the registration and prospectus delivery requirements of section 5 of the

Securities Act and any other applicable federal, state, local or other law requiring registration prior to the offering, issuance, distribution, or sale of Securitiesto the fullest extent permitted under applicable law. The New Common

Stock, the New Warrants, the New Common Stock to be issued upon exercise of the New Warrants, the CVRs and

the issuance of the New Common Stock under theand the CVRs to be issued under the Plan (1) will not be

“restricted securities” as defined in rule 144(a)(3) under the Securities Act and (2) will be freely tradable and

transferable in the United States by thea recipients thereof that are not(i) is an entitiesy that areis not an

“underwriters” as defined in section 1145(b)(1) of the Bankruptcy Code, and(ii) is not an “affiliate” of the Debtors

as defined in Rule 144(a)(1) under the Securities Act, (iii) has not been such an “affiliate” within 90 days of the time

of the transfer, and (iv) has not acquired such securities from an “affiliate” within one year of the time of transfer. Notwithstanding the foregoing, the 1145 Securities remain subject to compliance with applicable securities laws and

any rules and regulations of the SEC, among other governmental authorities, if any, applicable at the time of any

future transfer of such Ssecurities and subject to any restrictions in the New Corporate Governance Documents. The

availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws

shall not be a condition to the occurrence of the Effective Date. To the extent issuance under section 1145(a) of the Bankruptcy Code is unavailable, the 1145 Securities

will be issued without registration under the Securities Act in reliance upon the exemption set forth in section 4(a)(2)

of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of

the United States. Any securities issued in reliance on section 4(a)(2), including in compliance with Rule 506 of

Regulation D, and/or Regulation S, will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from

registration under the Securities Act and other applicable law and subject to any restrictions in the New Corporate

Governance Documents or regulatory restrictions. Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of the 1145

Securities to be issued under the Plan through the facilities of DTC, the Reorganized Debtors need not provide any

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further evidence other than the Plan or the Confirmation Order with respect to the treatment of the 1145 Securities to

be issued under the Plan under applicable securities laws. DTC shall be required to accept and conclusively rely

upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the 1145 Securities to be issued

under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository

services. Notwithstanding anything to the contrary in the Plan, no Entity (including, for the avoidance of doubt, DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for

the avoidance of doubt, whether the 1145 Securities to be issued under the Plan are exempt from registration and/or

eligible for DTC book-entry delivery, settlement, and depository services. The New Secured Notes will be issued without registration under the Securities Act in reliance upon the

exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar

registration exemptions applicable outside of the United States. Any securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to

resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or

an applicable exemption from registration under the Securities Act and other applicable law and subject to any

restrictions in the New Corporate Governance Documents or regulatory restrictions. The Debtors and Reorganized Debtors shall take all actions necessary to permit the issuance of the

New Notes to settle through the facilities of DTC and for the New Notes to be eligible for resale under Rule 144A of

the Securities Act, and the Plan and Confirmation Order shall authorize all such action by the Debtors and

Reorganized Debtors. G. F. Corporate Existence

Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to exist after

the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case

may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may

be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and

pursuant to the respective certificate of incorporation and bylaws (or other formation documents) in effect prior to

the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents)

are amended under the Plan, the New Corporate Governance Documents, or otherwise, and to the extent such

documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further

action or approval (other than any requisite filings required under applicable state, provincial, or federal law). H. G. Corporate Action On or before the Effective Date, as applicable, all actions contemplated under the Plan or the Plan

Supplement shall be deemed authorized and approved in all respects, including: (1) the applicable Debtors’ and/or

Reorganized Debtors’ entry into, delivery of, and performance under the New Corporate Governance Documents;

(2) selection of the directors, managers, and officers for the Reorganized Debtors consistent with the Corporate

Governance Term Sheet; (23) distribution of the New Common Stock, New Warrants, CVRs, and New Debt, and

Reorganized S.A. Common Stock; (34) implementation of the Restructuring Transactions; (45) the applicable

Reorganized Debtors’ entry into, delivery, and performance under the New Debt Documents, New Warrants

Agreements, and CVR AgreementAgreements; (6) the applicable Debtors’ and/or Reorganized Debtors’ entry into, delivery, and performance under the Backstop Commitment Agreement, and the payment of the Backstop Premium;

and (57) all other actions contemplated under the Plan or reasonably necessary or appropriate to promptly

consummate the Restructuring Transactions (whether to occur before, on, or after the Effective Date), provided such

actions are consistent with the Plan Support Agreement and the consent rights therein. All matters provided for in

the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any

corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to

have occurred and shall be in effect, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the

Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized

to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or

necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the

Reorganized Debtors, including the New Common Stock, New Warrants and New Common Stock issuable

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thereunder, CVRs and New Common Stock issuable thereunder, New Debt, the New Corporate Governance

Documents, and any and all other agreements, documents, securities, and instruments relating to the foregoing. The

authorizations and approvals contemplated by this Article IV.GH shall be effective notwithstanding any

requirements under non-bankruptcy law.

I. H. FCC Licenses and Regulatory Applications

The required FCC Applications and any other applications that may be necessary for any other regulatory

approvals shall be filed as promptly as practicable. The Debtors shall diligently prosecute the FCC Applications and

shall promptly provide such additional documents or information requested by the FCC in connection with its review

of the FCC Applications. All Holders of Claims and Interests receiving distributions pursuant to the Plan and all

other necessary parties in interest, including any and all agents thereof, shall (a) provide any and all information as

may be reasonably requested by the Debtors, and (b) use commercially reasonable efforts to take any other actions

as the Debtors may reasonably determine are necessary or advisable to effectuate any applicable regulatory

approvals. J. I. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or the Plan Supplement, or in any agreement, instrument, or other

document incorporated in the Plan, on the Effective Date, all property in each Debtor’s Estate, all Causes of Action, and any property acquired by any of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances (except for Liens securing obligations under the

New Debt Documents and Liens securing obligations on account of Other Secured Claims that are Reinstated

pursuant to the Plan, if any). On and after the Effective Date, except as otherwise provided herein, and subject to

compliance with the applicable provisions of the Communications Act and any other applicable regulatory regime, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or

settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free

of any restrictions of the Bankruptcy Code or Bankruptcy Rules. K. J. Cancellation of Notes, Instruments, Certificates, and Other Documents

On the Effective Date, except as otherwise specifically provided in the Plan, the Confirmation Order, or any

agreement, instrument, or other document entered into in connection with or pursuant to the Plan or the

Restructuring Transactions, all notes, bonds, indentures, Certificates, Securities, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, or other instruments or documents

directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of the Debtors giving rise to

any rights or obligations relating to Claims against the Debtors (except with respect to any Claim that is Reinstated

pursuant to the Plan), including the Notes and the Indentures, shall be contributed and set off consistent with the

Restructuring Steps Memorandum, and upon such contribution and set-off, shall be deemed cancelled and

surrendered without further action or approval of the Bankruptcy Court or any Holder, and the obligations of the

Debtors or the Reorganized Debtors, as applicable, and any non-Debtor Affiliates thereunder or in any way related

thereto shall be deemed satisfied in full, released, and discharged, and each of the Indenture Trustees, and their

respective agents, successors and assigns, shall each be automatically and fully released and discharged of and from

all duties and obligations thereunder, as applicable; provided that, notwithstanding such cancellation, satisfaction, release, and discharge, anything to the contrary contained in the Plan or Confirmation Order, Confirmation, or the

occurrence of the Effective Date, any such document or instrument that governs the rights, claims, or remedies of the

Holder of a Claim, including the Indentures, shall continue in effect solely for purposes of: (1) preserving the rights

of all parties in connection with any litigation related to the Claims that are the subject of the Secured Creditor

Claims Litigation, subject to the Debtors’ obligations with respect to the Secured Creditor Settlement Motion and the

Secured Creditor Settlement; (2) allowing Holders to receive distributions as specified under the Plan; and

(23) allowing and preserving the rights of the First Lien Agent, Prepetition Collateral Trustee, Indenture Trustees, and DIP Agent, or any other Distribution Agent, as applicable, to make distributions as specified under the Plan on

account of Allowed Claims, as applicable, including allowing the First Lien Agent, Prepetition Collateral Trustee, Indenture Trustees, and DIP Agent to submit invoices to the Debtors or Reorganized Debtors for any amount and

enforce any obligation owed to them under the Plan to the extent authorized or allowed by the applicable Debt

Documents. Notwithstanding the foregoing, each applicablethe First Lien Agent, Prepetition Collateral Trustee, and

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each Indenture Trustee is authorized and directed to, at the sole cost and expense of the Reorganized Debtors, execute (and take any reasonable additional steps at the sole cost and expense of the Reorganized Debtors necessary

to give effect to) any applicable documents required to consummate the Plan, and to effectuate the contribution and

set-off pursuant to the Plan in accordance and consistent with the Restructuring Steps Memorandum. L. K. Ef ectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of

directors and managers thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or

appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, the Restructuring

Transactions, the New Debt Documents, the Backstop Commitment Agreement, the New Corporate Governance

Documents, the New Warrants Agreements, CVR Agreements, and the New Securities issued pursuant to the Plan in

the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or

consents except for those expressly required under the Plan. M. L. Exemptions from Certain Taxes and Fees

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a

Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized

Debtors, including the New Securities; (b) the Restructuring Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or

the securing of additional indebtedness by such or other means; (d) the making, assignment, or recording of any

lease or sublease; or (e) the making, delivery, or recording of any deed or other instrument of transfer under, in

furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of

transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the

Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, sales or use tax, regulatory filing or recording fee, or other similar tax or governmental assessment, and upon entry

of the Confirmation Order, the appropriate state or local governmental officials or agents shall forego the collection

of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or

other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or

recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever

appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection

of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing

instruments or other documents without the payment of any such tax or governmental assessment. N. M. New Corporate Governance Documents

The New Corporate Governance Documents shall, among other things: (1) contain terms consistent with

the documentation set forth in the Plan Supplement; (2) authorize the issuance, distribution, and reservation of the

New Securities to the Entities entitled to receive such issuances, distributions and reservations under the Plan; and

(3) pursuant to and only to the extent required by section 1123(a)(6) of the Bankruptcy Code, and limited as

necessary to facilitate compliance with non-bankruptcy federal laws, prohibit the issuance of non-voting equity

Securities.On or immediately before the Effective Date, the Debtors or Reorganized Debtors, as applicable, will file

their New Corporate Governance Documents with the applicable Secretary of State and/or other applicable

authorities in its state of incorporation or formation in accordance with the applicable laws of its respective state of

incorporation or formation, to the extent required for such New Corporate Governance Documents to become

effective. After the Effective Date, each of the Reorganized Debtors may amend and restate theirits formation, organizational, and constituent documents as permitted by the laws of its jurisdiction of formation and the terms of

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such documents. The New Corporate Governance Documents shall be in form and substance consistent with the

PSA Definitive Document Requirements. O. N. Directors and Of icers

Pursuant to section 1129(a)(5) of the Bankruptcy Code, to the extent known, the Debtors will disclose at or

prior to the Confirmation Hearing the identity and affiliations of any Person proposed to serve on the Equity Issuer

Board. The Equity Issuer Board shall include the CEO and shall be comprised of seven (7) members of which all

shall be citizens of the United States and at least four (4) shall be independent. The members of the Equity Issuer

Board shall be determined in accordance with the Corporate Governance Term Sheet. By the Effective Date, the terms of the current members of the Intelsat board of directors shall expire, and

the Equity Issuer Board will include those directors set forth in the list of directors of the Equity Issuer included in

the Plan Supplement selected in accordance with the Corporate Governance Term Sheet. By the Effective Date, the

officers and overall management structure of the Equity Issuer, and all officers and management decisions with

respect to Equity Issuer (and/or any of its direct or indirect subsidiaries), compensation arrangements, and affiliate

transactions shall only be subject to the approval of the Equity Issuer Board. By and after the Effective Date, each director, officer, or manager of the Reorganized Debtors shall be

appointed and serve pursuant to the terms of their respective charters and bylaws or other formation and constituent

documents and the New Corporate Governance Documents, and applicable laws of the respective Reorganized

Debtor’s jurisdiction of formation. To the extent that any such director or officer of the Reorganized Debtors is an

“insider” pursuant to section 101(31) of the Bankruptcy Code, the Debtors will disclose the nature of any

compensation to be paid to such director or officer. P. O. Management Incentive Plan On the Effective Date, the Equity Issuer shall institute the Management Incentive Plan, enact and enter into

related policies and agreements, and distribute the New Common Stock to participants consistent with the terms and

allocations set forth in the Management Incentive Plan Term Sheet. ; provided that the form and substance of the

Management Incentive Plan shall be consistent with the PSA Definitive Document Requirements. The Required

Consenting Jackson Crossover Group Members and the Debtors shall negotiate the terms of the definitive

Management Incentive Plan documentation in good faith prior to the Effective Date; provided that the requirement

that the Management Incentive Plan documentation be completed prior to the Effective Date may be waived by

written agreement between the Required Consenting Jackson Crossover Group Members and the Debtors. Q. Payment of Indenture Trustee Fees

On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall pay in Cash all reasonable

and documented unpaid Indenture Trustee Fees that are required to be paid under the Indentures. From and after the

Effective Date, the Reorganized Debtors shall pay in Cash all reasonable and documented Indenture Trustee Fees, including, without limitation, all Indenture Trustee Fees incurred in connection with distributions made pursuant to

the Plan or the cancellation and discharge of the Notes or the Indentures.

If the Debtors dispute any requested Indenture Trustee Fees, the Debtors or Reorganized Debtors, as

applicable, shall (1) pay the undisputed portion of Indenture Trustee Fees and (2) notify the applicable Indenture

Trustee of such dispute within ten (10) Business Days after presentment of the invoices by the applicable Indenture

Trustee. Upon such notification, the applicable Indenture Trustee may submit such dispute for resolution by the

Bankruptcy Court; provided, however, that the Bankruptcy Court’s review shall be limited to a determination under

the reasonableness standard in accordance with the applicable Indenture. Nothing herein shall in any way affect or

diminish the right of the Indenture Trustees to exercise their respective Indenture Trustee Charging Liens against

distributions on account of the Notes Claims with respect to any unpaid Indenture Trustee Fees, as applicable.

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R. P. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may

enforce all of the Debtors’ rights to commence and pursue any and all Causes of Action, whether arising before or

after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized

Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the

occurrence of the Effective Date, other than (1) the Causes of Action released by the Debtors pursuant to the releases

and exculpations contained in the Plan, including in Article VIIIVIII of the Plan, which shall be deemed released

and waived by the Debtors and Reorganized Debtors as of the Effective Date and (2) the Causes of Action released

by the Debtors pursuant to the Settlement Agreement, following entry of the Settlement Order and upon the effective

date of such Settlement Agreement. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best

interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in the Plan, the

Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the

Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against it. The

Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action

against any Entity (other than such Causes of Action specifically released pursuant to the Plan). Unless any

Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in

the Plan or a Final Order of the Bankruptcy Court, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral

estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to

such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. Notwithstanding any provisions regarding the release or exculpation of Claims or Causes of Action set forth

in the Plan (including Article VIII of the Plan), if the Plan Toggle Event occurs, nothing in the Non-TopCo Plan

shall result in the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. If the Plan Toggle

Event occurs, nothing in the Settlement shall result in the release, discharge, or enjoin the prosecution of, any TopCo

Guarantee Claims. S. Non-TopCo Plan Upon the occurrence of a Plan Toggle Event, the Plan shall immediately and automatically convert to the

Non-TopCo Plan, and any references herein to the “Plan” or to the “Debtors” shall be deemed to refer to the

Non-TopCo Plan and the Non-TopCo Debtors, respectively. For greater certainty, following a Plan Toggle Event, references herein to the “Plan” will not encompass plans of reorganization for the TopCo Debtors, nor will

references to the “Debtors” encompass the TopCo Debtors; further, upon a Plan Toggle Event, any plan of

reorganization for the TopCo Debtors will be filed separately. ARTICLEV. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided in the Plan or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, all Executory Contracts and

Unexpired Leases of the Debtors shall be deemed assumed by the Debtors or Reorganized Debtors, as applicable, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective

Date under sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract and Unexpired Lease:

(1) was assumed, assumed and assigned, or rejected previously by the Debtors; (2) previously expired or terminated

pursuant to its own terms; (3) is the subject of a motion to reject filed on or before the Effective Date; or (4) is

identified on the Rejected Executory Contract and Unexpired Lease Schedule. Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the assumptions or

assumption and assignment, as applicable, of such Executory Contracts or Unexpired Leases as provided for in the

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Plan, pursuant to sections 365(a) and 1123 of the Bankruptcy Code effective as of the Effective Date. Each

Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned

to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting

Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of

the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal

law. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be

subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. To the maximum extent permitted by law, to the extent that any provision in any Executory Contract or

Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict

or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory

Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed

modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to

terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect

thereto. B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the rejections, if any, of any Executory Contracts or Unexpired Leases as provided for in the Plan and the Rejected Executory Contract

and Unexpired Leases List, as applicable. Unless otherwise provided by a Final Order of the Bankruptcy Court, all

Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be filed with the Solicitation Agent and served on the

Reorganized Debtors no later than thirty days after the effective date of such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the

Solicitation Agent within such time will be automatically disallowed, forever barred from assertion, and shall not be

enforceable against the Debtors, the Reorganized Debtors, the Estates, or their property, without the need for any

objection by the Debtors or Reorganized Debtors, or further notice to, action, order, or approval of the Bankruptcy

Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease

shall be deemed fully satisfied, released, and discharged, and be subject to the permanent injunction set forth in

Article VIII.GVIII.G of the Plan, notwithstanding anything in a Proof of Claim to the contrary. All Claims arising from the rejection by any Debtor of any Executory Contract or Unexpired Lease

pursuant to section 365 of the Bankruptcy Code shall be treated as an Unsecured Claim pursuant to Article III.BIII.B

of the Plan and may be objected to in accordance with the provisions of Article VIIVII of the Plan and the

applicable provisions of the Bankruptcy Code and Bankruptcy Rules. Notwithstanding anything to the contrary in the Plan, the Debtors (with the consent of the Required

Consenting Jackson Crossover Group Members and, solely as to any Executory Contract or Unexpired Lease to

which a HoldCo is a party, the Required Consenting HoldCo Creditors), or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List

at any time through and including thirty days after the Effective Date. C. Cure of Defaults and Objections to Cure and Assumption Unless otherwise agreed upon in writing by the Debtors or Reorganized Debtors, as applicable, any

objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure

amount including pursuant to the Plan must be filed, served, and actually received by the counsel to the Debtors and

the U.S. Trustee on the Confirmation Objection Deadline or other deadline that may be set by the Court. Any

counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or

cure amount will be deemed to have assented to such assumption or cure amount. For the avoidance of doubt, to

the extent an Executory Contract or Unexpired Lease is proposed to be assumed in the Plan and the Assumed

Executory Contract and Unexpired Lease List is not listed as having a related cure cost, any counterparty to

such Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption will be

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deemed to have consented to such assumption and deemed to release any Claim or Cause of Action for any

monetary defaults under such Executory Contract or Unexpired Lease. Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the

Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount (if

any) in Cash on the Effective Date or in the ordinary course of business or on such other terms as the parties to such

Executory Contracts or Unexpired Leases may otherwise agree. The cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry

of a Final Order or orders resolving the dispute and approving the assumption in the event of a dispute regarding:

(1) the amount of any payments to cure such a default; (2) the ability of the Reorganized Debtors or any assignee to

provide adequate assurance of future performance under the Executory Contract or Unexpired Lease to be assumed;

or (3) any other matter pertaining to assumption. The Debtor (with the consent of the Required Consenting Jackson Crossover Group Members and, solely as

to any Executory Contract or Unexpired Lease to which a HoldCo is a party, the Required Consenting HoldCo

Creditors) or the Reorganized Debtor, as applicable, shall be authorized to reject any executory contract or

unexpired lease to the extent the Debtor (with the consent of the Required Consenting Jackson Crossover Group

Members and, solely as to any Executory Contract or Unexpired Lease to which a HoldCo is a party, the Required

Consenting HoldCo Creditors) or the Reorganized Debtor, as applicable, in the exercise of its sound business

judgment, concludes that the amount of the cure obligation as determined by Final Order or as otherwise finally

resolved, renders assumption of such contract or lease unfavorable to the applicable Debtor’s Estate or the

Reorganized Debtor. Such rejected contracts, if any, shall be deemed as listed on the Rejected Executory Contract

and Unexpired Lease List, if any. Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in

the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of

provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of

assumption. Any Proof of Claim filed with respect to an Executory Contract or Unexpired Lease that has

been assumed shall be deemed disallowed and expunged, without further notice to or action, order, or

approval of the Bankruptcy Court. D. Insurance Policies

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are

treated as Executory Contracts under the Plan. On the Effective Date, the Debtors shall be deemed to have assumed

all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims. Except as set forth in Article V.FV.F of the Plan, nothing in this Plan, the Plan Supplement, the Disclosure

Statement, the Confirmation Order, or any other order of the Bankruptcy Court (including any other provision that

purports to be preemptory or supervening), (1) alters, modifies, or otherwise amends the terms and conditions of (or

the coverage provided by) any of such insurance policies or (2) alters or modifies the duty, if any, that the insurers or

third party administrators pay claims covered by such insurance policies and their right to seek payment or

reimbursement from the Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or

security therefor. For the avoidance of doubt, insurers and third party administrators shall not need to nor be

required to file or serve a cure objection or a request, application, claim, Proof of Claim, or motion for payment and

shall not be subject to any claims bar date or similar deadline governing cure amounts or Claims. E. Indemnification Provisions

On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will

survive the effectiveness of the Plan, and the Reorganized Debtors’ New Corporate Governance Documents will

provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and

advancement of fees and expenses to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, equityholders, and agents to the fullest extent permitted by law and at least to the same extent as

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the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of

Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured

or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted; provided, that the Reorganized

Debtors shall not indemnify any Person for any Cause of Action arising out of or related to any act or omission that

is determined pursuant to a Final Order to be a criminal act or to constitute actual fraud, gross negligence, bad faith, or willful misconduct. None of the Debtors, or the Reorganized Debtors, as applicable, will amend and/or restate

their respective governance documents before or after the Effective Date to amend, terminate, or adversely affect

any of the Debtors’ or the Reorganized Debtors’ obligations to provide such indemnification rights or such

directors’, officers’, employees’, equityholders’ or agents’ indemnification rights. On and as of the Effective Date, any of the Debtors’ iIndemnification obligationsProvisions with respect to

any contract or agreement that is the subject of or related to any litigation against the Debtors or Reorganized

Debtors, as applicable, shall be assumed by the Reorganized Debtors and otherwise remain unaffected by the

Chapter 11 Cases, other than any Indemnification Provision set forth in an Executory Contract or Unexpired Lease

rejected in the Chapter 11 Cases (including pursuant to the Plan). F. Director, Of icer, Manager, and Employee Liability Insurance

On the Effective Date, pursuant to section 365(a) of the Bankruptcy Code, the Debtors shall be deemed to

have assumed all of the D&O Liability Insurance Policies (including, if applicable, any “tail policy”) and any

agreements, documents, or instruments relating thereto. Entry of the Confirmation Order will constitute the

Bankruptcy Court’s approval of the Reorganized Debtors’ assumption of all such policies (including, if applicable, any “tail policy”). After the Effective Date, none of the Debtors or the Reorganized Debtors shall terminate or otherwise

reduce the coverage under any such policies (including, if applicable, any “tail policy”) with respect to conduct

occurring as of the Effective Date, and all officers, directors, managers, and employees of the Debtors who served in

such capacity at any time before the Effective Date shall be entitled to the full benefits of any such policies

regardless of whether such officers, directors, managers, or employees remain in such positions after the Effective

Date. On and after the Effective Date, each of the Reorganized Debtors shall be authorized to purchase a

directors’ and officers’ liability insurance policy for the benefit of their respective directors, members, trustees, officers, and managers in the ordinary course of business. G. Employee and Retiree Benefits

Except as otherwise provided in the Plan, on and after the Effective Date, subject to any Final Order and, without limiting any authority provided to the Equity Issuer Board under the Debtors’ respective formation and

constituent documents, the Reorganized Debtors shall: (1) amend, adopt, assume, and/or honor in the ordinary

course of business any contracts, agreements, policies, programs, and plans, in accordance with their respective

terms, for, among other things, compensation, including any incentive plans, retention plans, health care benefits, disability benefits, deferred compensation benefits, savings, severance benefits, retirement benefits, welfare benefits, workers’ compensation insurance, and accidental death and dismemberment insurance for the directors, officers, and

employees of any of the Debtors who served in such capacity from and after the Petition Date (the “Compensation

and Benefits Programs”); and (2) honor, in the ordinary course of business, Claims of employees employed as of the

Effective Date for accrued vacation time arising prior to the Petition Date and not otherwise paid pursuant to a

Bankruptcy Court order. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy

Code), if any, shall continue to be paid in accordance with applicable law. For the avoidance of doubt, the Debtors

shall continue the Retiree Medical Plans in effect as of the Petition Date, and continuation of the Retiree Medical

Plans in effect as of the Petition Date shall be deemed to satisfy section 1129(a)(13) of the Bankruptcy Code. For

further avoidance of doubt, upon confirmation of the Plan, Reorganized Debtors shall assume and continue to

maintain the Pension Plan. The Pension Plan is intended to be a tax-qualified defined benefit pension plan covered

by Title IV of ERISA. On and after the Effective Date, the Reorganized Debtors will contribute to the Pension Plan

the amounts necessary to satisfy the minimum funding standards under section 302 of ERISA, 29 U.S.C. § 1082, and

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section 412 of the Internal Revenue Code, 26 U.S.C. § 412. Notwithstanding any other provision hereof, nothing in

the Plan, the Confirmation Order, or the Bankruptcy Code (including section 1141 thereof) shall be construed as

discharging, releasing, or relieving any Debtor, the Reorganized Debtors, or Party, in any capacity, from any liability

with respect to the Pension Plan under any law, government policy, or regulatory provision. The PBGC and the

Pension Plan shall not be enjoined or precluded from enforcing such liability or responsibility against any Debtor, the Reorganized Debtors, or any Party with such liability or responsibility as a result of any provisions for

satisfaction, release, injunction, and exculpation in the Plan and Confirmation Order. Notwithstanding anything to the contrary in the Plan, none of the Restructuring Transactions or any other

action or event occurring in connection with the Plan (including any action or event occurring pursuant to the

previous paragraph), shall, or shall be deemed to, trigger any applicable change of control, immediate vesting, termination, or similar provisions set forth in any Compensation and Benefits Program. Any counterparty to a

Compensation and Benefits Program shall otherwise have the same rights under any such Compensation and

Benefits Program as were applicable immediately prior to the Reorganized Debtors’ adoption, assumption and/or

honoring of such Compensation and Benefits Program pursuant to the Plan, except that, if any Compensation and

Benefits Program is adopted, assumed, and/or honored pursuant to the Plan and such Compensation and Benefits

Program provides for an award or potential award of Interests in the Debtors, such Compensation and Benefits

Program shall not be adopted, assumed, and/or honored solely to the extent of such provisions relating to Interest

awards. H. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall

include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect

such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or

repudiated under the Plan. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and

Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter

the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any

Claims that may arise in connection therewith.

I. Reservation of Rights

Neither the assumption of any Executory Contract or Unexpired Lease pursuant to the Plan nor exclusion

nor inclusion of any Executory Contract or Unexpired Lease on the Rejected Executory Contract and Unexpired

Lease List, nor anything contained in the Plan or Plan Supplement, shall constitute an admission by the Debtors that

any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has

any liability thereunder.

If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of

assumption, the Debtors or the Reorganized Debtors, as applicable, shall have thirty calendar days following entry of

a Final Order resolving such dispute to alter their treatment of such contract or lease, including by rejecting such

contract or lease nunc pro tunc to the Confirmation Date. The deemed assumption provided for herein shall not

apply to any such contract or lease, and any such contract or lease shall be assumed or rejected only upon motion of

the Debtor following the Bankruptcy Court’s determination that the contract is executory or the lease is unexpired. J. Nonoccurrence of Ef ective Date.

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with

respect to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to

section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired.

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K. Contracts and Leases Entered Into After the Petition Date

Contracts and leases entered into after the Petition Date by any Debtor and any Executory Contracts and

Unexpired Leases assumed by any Debtor may be performed by the applicable Reorganized Debtor in the ordinary

course of business. ARTICLEVI. PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in the Plan, on the Effective Date (or if a Claim or Interest is not an Allowed

Claim or Interest on the Effective Date, on the next Distribution dDate that such Claim becomes an Allowed Claim

or Interest, or as soon as reasonably practicable thereafter) each Holder of an Allowed Claim and Interest shall

receive the full amount of the distributions that the Plan provides for Allowed Claims and Interests in each

applicable Class and in the manner provided in the Plan. If any payment or act under the Plan is required to be made

or performed on a date that is not a Business Day, then the making of such payment or the performance of such act

may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the

required date. If and to the extent that there are Disputed Claims or Interests, distributions on account of any such

Disputed Claims or Interests shall be made pursuant to the provisions set forth in Article VIIVII. Except as

otherwise provided in the Plan, Holders of Claims and Interests shall not be entitled to interest, dividends, or

accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at

any time after the Effective Date. The Debtors shall have no obligation to recognize any transfer of Claims or

Interests occurring on or after the Distribution Record Date. B. Distributions on Account of Obligations of Multiple Debtors

Holders of Allowed Claims may assert such Claims against each Debtor obligated with respect to such

Claims, and such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against

each obligated Debtor based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no

case shall the aggregate value of all property received or retained under the Plan on account of any Allowed Claim

exceed 100 percent of the underlying Allowed claim plus applicable interest, if any. C. Distribution Agent

Except as otherwise provided in the Plan, all distributions under the Plan shall be made by the Distribution

Agent on the Effective Date. The Distribution Agent shall not be required to give any bond or surety or other

security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. D. Rights and Powers of Distribution Agent

1. Powers of the Distribution Agent

The Distribution Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions

contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise

such other powers as may be vested in the Distribution Agent by order of the Bankruptcy Court, pursuant to the

Plan, or as deemed by the Distribution Agent to be necessary and proper to implement the provisions hereof;

provided, however, that such Distribution Agent shall waive any right or ability to setoff, deduct from or assert any

lien or encumbrance against the distributions required under the Plan to be distributed by such Distribution Agent. 2. Expenses Incurred On or After the Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and out-of-pocket

expenses incurred by the Distribution Agent on or after the Effective Date (including taxes) and any reasonable

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compensation and out-of-pocket expense reimbursement claims (including reasonable, actual, and documented

attorney and/or other professional fees and expenses) made by the Distribution Agent shall be paid in Cash by the

Reorganized Debtors. E. Delivery of Distributions

1. Delivery of Distributions in General

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be made to

Holders of record as of the Distribution Record Date by the Distribution Agent, as appropriate: (a) to the signatory

set forth on any Proof of Claim or Proof of Interest filed by such Holder or other representative identified therein (or

at the last known addresses of such Holder if no Proof of Claim or Proof of Interest is filed or if the Debtors have

not been notified in writing of a change of address); (b) at the addresses set forth in any written notices of address

changes delivered to the Reorganized Debtors or the applicable Distribution Agent, as appropriate, after the date of

any related Proof of Claim or Proof of Interest; or (c) on any counsel that has appeared in the Chapter 11 Cases on

the Holder’s behalf; provided that the manner of such distributions shall be determined at the discretion of the

Reorganized Debtors with the consent of the Required Consenting Unsecured Creditors. Subject to this

Article VIVI, distributions under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal process, so that each Holder of an Allowed Claim shall have and receive the benefit of the

distributions in the manner set forth in the Plan. The Debtors, the Reorganized Debtors, and the Distribution Agent, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan except for fraud, gross negligence, or willful misconduct. Except as otherwise determined by the Debtors or reasonably requested by the respective Indenture

Trustee, all distributions made under the Plan on account of the Allowed Claims of the Holders of Notes Claims

shall be deemed completed when made to the respective Indenture Trustee. As soon as practicable in accordance

with the requirements set forth in this Article VI, the respective Indenture Trustee shall arrange to deliver such

distributions to or on behalf of its Holders, subject to the respective Indenture Trustee Charging Liens. Notwithstanding any policies, practices, or procedures of DTC, DTC shall cooperate with and take all

actions reasonably requested by the Debtors or the Distribution Agent to facilitate distributions to Holders of

Allowed Claims without requiring that such distributions be characterized as repayments of principal or interest. No

Distribution Agent or Indenture Trustee shall be required to provide indemnification or other security to DTC in

connection with any distributions to Holders of Allowed Claims through the facilities of DTC. 2. Delivery of Distributions on the First Lien Notes Claims

Except as otherwise provided in the Plan, determined by the Debtors, or reasonably requested by the First

Lien Notes Trustees, all distributions to Holders of Allowed First Lien Notes Claims shall be deemed completed

when made to the respective First Lien Notes Trustee. The First Lien Notes Trustees shall hold or direct such

distributions for the benefit of the respective Holders of Allowed First Lien Notes Claims. As soon as practicable in

accordance with the requirements set forth in this Article VI, the First Lien Notes Trustees shall arrange to deliver

such distributions to or on behalf of such Holders in accordance with the First Lien Notes Indentures, subject to the

rights of the First Lien Notes Trustees to assert its charging lien. If the First Lien Notes Trustees are unable to make, or consent to the Distribution Agent making such distributions, the Distribution Agent with the cooperation of the

First Lien Notes Trustees, shall make such distributions to the extent practicable. The First Lien Notes Trustees

shall have no duties or responsibility relating to any form of distribution that is not DTC eligible and the Debtors, the

Reorganized Debtors and/or the Distribution Agent, as applicable, shall use reasonably commercial efforts to seek

the cooperation of DTC so that any distribution on account of an Allowed First Lien Notes Claim that is held in the

name of, or by a nominee of, DTC, shall be made to the extent possible through the facilities of DTC on the

Effective Date or as soon as practicable thereafter. The First Lien Notes Trustees shall retain all rights under the

First Lien Notes Indentures to exercise its charging lien against distributions to their respective Holders.

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3. 2. Undeliverable Distributions and Unclaimed Property

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder

shall be made unless and until the Distribution Agent has determined the then-current address of such Holder, at

which time such distribution shall be made to such Holder without interest; provided, however, that such

distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of

six (6) months from the later of (a) the Effective Date and (b) the date of the distribution. After such date, all

unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need

for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial, or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such property or interest in

property shall be discharged of and forever barred. 4. 3. No Fractional Distributions

No fractional notes or shares, as applicable, of the New Securities shall be distributed, and no Cash shall be

distributed in lieu of such fractional amounts; provided that fractional Intelsat Interests may receive a de minimis

cash payment for the purpose of extinguishing such Interests pursuant to applicable non-bankruptcy law. When any

distribution pursuant to the Plan on account of an Allowed Claim or Interest would otherwise result in the issuance

of a number of units or amounts of New Securities that is not a whole number, the actual distribution of units or

amounts of New Securities shall be rounded as follows: (a) fractions of one-half (1⁄2) or greater shall be rounded to

the next higher whole number and (b) fractions of less than one-half (1⁄2) shall be rounded to the next lower whole

number with no further payment therefor. The total number of authorized units or amounts of New Securities shall

be adjusted as necessary to account for the foregoing rounding. 5. 4. Minimum Distributions

Holders of Allowed Claims entitled to distributions of $100 or less shall not receive distributions, and each

Claim to which this limitation applies shall be discharged pursuant to Article VIIIVIII of this Plan and its Holder

shall be forever barred pursuant to Article VII of this Plan from asserting that Claim against the Reorganized

Debtors or their property. F. Manner of Payment

At the option of the Distribution Agent, any Cash payment to be made under the Plan may be made by

check or, wire transfer, automated clearinghouse, or as otherwise required or provided in applicable agreements. G. Compliance Matters

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the Distribution Agent

shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and

all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors and the Distribution Agent shall

be authorized to take all actions necessary or appropriate to comply with such withholding and reporting

requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient

funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to

facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The

Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all

applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances. H. No Postpetition or Default Interest on Claims

Unless otherwise specifically provided for in the Plan (including (a) the Term Loan Facility Claims

Settlement and (b) to the extent provided in the First Lien Notes Claims Settlement or any Final Order resolving the

Secured Creditor SettlementClaims Litigation), the DIP Order, or the Confirmation Order, and notwithstanding any

documents that govern the Debtors’ prepetition indebtedness to the contrary, (1) postpetition and/or default interest

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shall not accrue or be paid on any Claims and (2) no Holder of a Claim shall be entitled to: (a) interest accruing on

or after the Petition Date on any such Claim; or (b) interest at the contract or default rate, as applicable.

I. Allocation Between Principal and Accrued Interest

Except as otherwise provided in the Plan, the aggregate consideration paid to Holders with respect to their

Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed

Claims (to the extent thereof) and, thereafter, to the interest, if any, on such Allowed Claim accrued through the

Petition Date. J. Setof s and Recoupment

Unless otherwise provided in the Plan or the Confirmation Order, each Debtor and each Reorganized

Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable

non-bankruptcy law, or as may be agreed to by the Holder of a Claim, may set off against or recoup any Allowed

Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any

distribution is made on account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that

such Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim, to the extent

such claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled as of

the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect

such a setoff or recoupment nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release

by such Debtor or Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized

Debtor may possess against such Holder. In no event shall any Holder of Claims be entitled to set off or recoup any

such Claim against any claim, right, or Cause of Action of the Debtor or Reorganized Debtor (as applicable), unless

such Holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff or

recoupment on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or

otherwise that such Holder asserts, has, or intends to preserve any right of setoff or recoupment pursuant to

section 553 of the Bankruptcy Code or otherwise. K. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

A Claim shall be reduced in full, and such Claim shall be disallowed without an objection to such Claim

having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the

extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a

Debtor or Reorganized Debtor. To the extent that a Holder of a Claim receives a distribution on account of such

Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall repay, return, or deliver any distribution held by or transferred to the Holder to the applicable

Reorganized Debtor to the extent the Holder’s total recovery on account of such Claim from the third party and

under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. 2. Claims Payable by Third Parties

The availability, if any, of insurance policy proceeds for the satisfaction of an Allowed Claim shall be

determined by the terms of the insurance policies of the Debtors or Reorganized Debtors, as applicable. To the

extent that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a

court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be expunged to

the extent of any agreed upon satisfaction on the Claims Register by the Solicitation Agent without a Claim

objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

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3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in

accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan shall constitute or

be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained in the Plan constitute or be deemed a

waiver by such insurers of any defenses, including coverage defenses, held by such insurers. ARTICLEVII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims

Except as otherwise set forth in the Plan, after the Effective Date, the Reorganized Debtors shall have and

retain any and all rights and defenses the applicable Debtor had with respect to any Claim immediately before the

Effective Date. Except as specifically provided in the Plan or in any order entered in the Chapter 11 Cases before

the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until

such Claim is deemed Allowed in accordance with the Plan. B. Claims Administration Responsibilities. Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors

shall have the sole authority to: (1) File, withdraw, or litigate to judgment, objections to Claims; (2) settle or

compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court;

and (3) administer and adjust the Claims Register to reflect any such settlements or compromises without any further

notice to or action, order, or approval by the Bankruptcy Court. For the avoidance of doubt, except as otherwise

provided in the Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all

rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim, including the Causes of Action retained pursuant to Article IV.PIV.R of the Plan. C. Adjustment to Claims Without Objection Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded may be adjusted or

deemed Ddisallowed by the Reorganized Debtors without the Reorganized Debtors having to file an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim and without any further

notice to or action, order, or approval of the Bankruptcy Court. D. Time to File Objections to Claims or Interests

Any objections to Disputed Claims shall be Filed on or before the later of (1) the first Business Day

following the date that is 180 days after the Effective Date and (2) such later date as may be specifically fixed by the

Bankruptcy Court. For the avoidance of doubt, the Bankruptcy Court may extend the time period to object to

Disputed Claims and Disputed Interests. E. Estimation of Claims

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may (but are not

required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Interest that is contingent

or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party in

interest previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such

objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during

the litigation of any objection to any Claim or Interest or during the appeal relating to such objection; provided that

the Debtors or Reorganized Debtors may not seek to estimate any Guarantee Claims without the consent of the

Required Consenting Unsecured Creditors. Notwithstanding any provision otherwise in the Plan, a Claim that has

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been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final

Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the

event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest, that estimated amount

shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for

purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings

to object to any ultimate distribution on such Claim or Interest. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has

been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of

such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before

seven (7) days after the date on which such Claim is estimated. Each of the foregoing Claims and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated

and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy

Court. F. Disputed and Contingent Claims Reserve

On or after the Effective Date, the Debtors, the or Reorganized Debtors, as applicable, will establish one or

more reserves for Claims, including the Secured Creditor Claims Disputed Distribution Reserve, that are contingent

or have not yet been Allowed, and including any Guarantee Claims that have not been withdrawn with prejudice or

disallowed by a Final Order, in an amount or amounts as reasonably determined by the applicable Debtors (with the

consent of the Required Consenting Jackson Crossover Group Members and, solely with respect to any Claims

against any HoldCo, the Required Consenting HoldCo Creditors) or Reorganized Debtors, as applicable, consistent

with the Proof of Claim Filed by the applicable Holder of such Disputed Claim. To the extent that a Disputed Claim

may be entitled to receive New Common Stock pursuant to the Plan, such New Common Stock will remain

authorized but unissued pending resolution of such Disputed Claim. Notwithstanding anything to the contrary in the

Plan (including this Section VII.F), the reserve established for Guarantee Claims that have not been released or

disallowed by a Final Order shall be established in such amount assuming that such Guarantee Claims are Allowed

in full, or as otherwise agreed between the Debtors or Reorganized Debtors, as applicable, and the Required

Consenting Jackson Crossover Group Members. To the extent the Secured Creditor Settlement Order has not been entered as of the Effective Date or does

not remain in effect as of the Effective Date (or is vacated or reversed after the Effective Date pursuant to a Final

Order), then until such time as the Disputed portions of the 8.00% First Lien Notes Claims and 9.50% First Lien

Notes Claims are Allowed (or otherwise required to be paid for the First Lien Notes Claims to be Unimpaired), and

all such amounts are paid in full in Cash, or disallowed, pursuant to a Final Order, the Debtors and Reorganized

Debtors, as applicable, shall maintain the Secured Creditor Claims Disputed Distribution Reserve in the amount of

the portion of such Claims that constitute Disputed Claims (including interest thereon at the applicable contractual

rates). Any modifications to the Secured Creditor Claims Distribution Reserve following the Effective Date shall be

(a) mutually agreed upon by the Debtors or Reorganized Debtors, as applicable, the Required First Lien Consenting

First Lien Noteholders, and the Required Consenting Jackson Crossover Group Members or (b) pursuant to separate

Bankruptcy Court order. G. Disallowance of Claims

Any Claims held by Entities from which the Bankruptcy Court has determined that property is recoverable

under section 542, 543, 547, 548, 549, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer that

the Bankruptcy Court has determined is avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a)

of the Bankruptcy Code, shall be deemed Ddisallowed pursuant to section 502(d) of the Bankruptcy Code, and

Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes

of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and

the full amount of such obligation to the Debtors has been paid or turned over in full. All Proofs of Claim Filed on account of an indemnification obligations shall be deemed satisfied and

Ddisallowed as of the Effective Date to the extent such indemnification obligations is assumed (or honored or

reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the

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Bankruptcy Court. All Proofs of Claim Filed on account of an employee benefit shall be deemed satisfied and

Ddisallowed as of the Effective Date to the extent the Reorganized Debtors elect to honor such employee benefit, without any further notice to or action, order, or approval of the Bankruptcy Court. Except as provided herein or otherwise agreed to by the Reorganized Debtors in their sole discretion, any

and all Proofs of Claim Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without any

further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive

any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been

deemed timely Filed by a Final Order. H. Amendments to Proofs of Claim

On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without the prior

authorization of the Bankruptcy Court or the Reorganized Debtors, and any such new or amended Proof of Claim or

Interest Filed that is not so authorized before it is Filed shall be deemed Disallowed in full without any further

action.

I. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to

section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of

allowance or disallowance, such Claim shall be forever Disallowed notwithstanding section 502(j) of the Bankruptcy

Code, unless before the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the

relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order

has been entered before the Confirmation Date determining such Claim as no longer contingent. J. No Distributions Pending Allowance

Notwithstanding any other provision hereof, if any portion of a Claim is a Disputed Claim, as applicable, no

payment or distribution provided hereunder shall be made on account of such Claim unless and until such Disputed

Claim becomes an Allowed Claim. Until such time as the 8.00% First Lien Notes Claims and 9.50% First Lien

Notes Claims are Allowed pursuant to a Final Order, no distribution shall be made on account of any portion of any

such Claim that constitutes a Disputed Claim. Notwithstanding anything to the contrary in this Plan, in the event

that the Secured Creditor Settlement Order has been entered and remains in effect as of the Effective Date, the

Holders of First Lien Notes Claims shall be paid on the Effective Date all amounts payable to them under the

Secured Creditor Settlement, subject to recoupment and reduction, or supplementation and increase, by the

Reorganized Debtors in the event of entry of a subsequent Final Order inconsistent with the Secured Creditor

Settlement Order. K. Distributions After Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be

made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as reasonably

practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes

a Final Order, the Distribution Agent shall provide to the Holder of such Claim the distribution (if any) to which

such Holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such

Claim. ARTICLEVIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests, and Controversies

Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the

distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good-faith

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compromise and settlement of all Claims, Interests, and controversies relating to the contractual, legal, and

subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or

any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order

shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and

controversies (including the Secured Creditor Settlement), as well as a finding by the Bankruptcy Court that such

compromise or settlement (including the Secured Creditor Settlement) is in the best interests of the Debtors, their

Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the

provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval

of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle Claims

against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities. The Plan incorporates the Settlement, to be approved by the Bankruptcy Court pursuant to the Settlement

Order. B. Discharge of Claims

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided in the

Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective

as of the Effective Date, of Claims (including any Debtor Intercompany Claims or Non-Debtor Intercompany Claims

resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action held

by any Entity of any nature whatsoever, including any interest accrued on Claims or Interests from and after the

Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and

Interests in the Debtors or any of their assets (including net operating losses and other tax assets or attributes) or

properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account

of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective

Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed

by employees of the Debtors prior to the Effective Date and that arise from a termination of employment, any

contingent or non-contingent liability on account of representations or warranties issued on or before the Effective

Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case

whether or not: (a) a Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501

of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to

section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted the Plan or voted to

reject the Plan. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests

subject to the occurrence of the Effective Date, and all actions taken to effectuate the Plan, including by Indenture

Trustees or First Lien Agent, shall be given the same effect as if such actions were performed under the applicable

nonbankruptcy laws under which the Debt Documents are governed. Notwithstanding anything in this Article VIII.B

to the contrary, if the Plan Toggle Event occurs: (a) nothing in the Non-TopCo Plan shall result in the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims and (b) nothing in the Settlement shall result in

the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. Nothing in this Article VIII.B

shall operate to release, discharge, or enjoin any Entity’s rights with respect to the Secured Creditor Claims

Litigation (subject to the Debtors’ obligations with respect to the Secured Creditor Settlement and the Secured

Creditor Settlement Motion). C. Release of Liens

Except with respect to the Liens securing the New Debt or Other Secured Claims that are Reinstated

pursuant to the Plan, or as otherwise provided in the Plan or in any contract, instrument, release, or other

agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates and, subject to the

consummation of the applicable distributions contemplated in the Plan, shall be fully released and

discharged, at the sole cost of and expense of the Reorganized Debtors, and the Holders of such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such documents as may be reasonably

requested by the Debtors or the Reorganized Debtors, as applicable, to reflect or effectuate such releases, and

all of the right, title, and interest of any Holders of such mortgages, deeds of trust, Liens, pledges, or other

security interests shall revert to the applicable Reorganized Debtor and its successors and assigns. in each

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case, without any further approval or order of the Bankruptcy Court and without any action or filing

required to be taken or made. To the extent that any Holder of a Secured Claim that has been satisfied or

discharged in full pursuant to the Plan (or any agent for such Holder) has filed or recorded publicly any

Liens and/or security interests to secure such Holder’s Secured Claim, as soon as reasonably practicable on

or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonably

requested by the Debtors or the Reorganized Debtors that are reasonably necessary or desirable to record or

effectuate the cancellation and/or extinguishment of such Liens and/or security interests, including the

making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any

such filings or recordings on such Holder’s behalf. To the extent any such Holders of such security interests, the First Lien Agent or the Prepetition Collateral Trustee require authority or direction to do so, the Plan

and Confirmation Order shall be deemed to be such authorization or direction, as applicable. Unless the

Secured Creditor Claims Disputed Distribution Reserve takes the form of the Secured Creditor Claims

Disputed Distribution Trust Account, the First Lien Notes Trustees shall be granted a perfected, first-priority

security interest and Lien on the Secured Creditor Claims Disputed Distribution Reserve, as described in

Article III herein in the event the Secured Creditor Settlement Order is not entered or does not remain in

effect; provided that such Lien shall be released at such time when the portion of such First Lien Notes Claims

that were not paid on the Effective Date are (1) Allowed (or otherwise authorized for payment) by Final

Order (whether before, on, or after the Effective Date) and paid in full (to the extent Allowed), including all

interest thereto (to the extent Allowed), in Cash or (2) disallowed by Final Order; provided, further, for the

avoidance of doubt, no other security interest or Lien (including any Lien securing the New Debt or Other

Secured Claims that are Reinstated pursuant to the Plan) shall attach to the Secured Creditor Claims

Disputed Distribution Reserve. D. Debtor Release

In addition to any release provided in the Settlement Order, Eeffective as of the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of

which is hereby confirmed, on and after the Effective Date, each Released Party is deemedconclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective

successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause

of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all

Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on

behalf of any of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized

Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or

collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based

on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security of the Debtors or the

Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest

that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released

Party, the Debtors’ in- or out-of-court restructuring efforts, any intercompany transactions, the DIP Facility, the DIP Order, the Term Loan Facility, the First Lien Notes, the Senior Notes, the Indentures, the Chapter 11

Cases, the matters settled pursuant to the Settlement, including the Historical Intercompany Transaction

Claims, Claims related to the Debtors’ tax attributes, including the 2018 Reorganization Claims, the

Accelerated Relocation Payment Claims, any preference, fraudulent transfer, or other avoidance, recovery, or preservation claim pursuant to sections 544, 547, 548, 550, or 551 of the Bankruptcy Code and applicable

state and foreign laws, the Plan Support Agreement, the Secured Creditor Settlement, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Disclosure Statement, the

New Debt Documents, the Backstop Commitment Agreement, the New Corporate Governance Documents, the New Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan

Support Agreement, the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the

Disclosure Statement, the New Debt Documents, the Backstop Commitment Agreement, the New Corporate

Governance Documents, the New Warrants Agreements, the CVR Agreements, the Settlement, the Settlement

Agreement, the Plan Support Agreement, the Secured Creditor Settlement, or the Plan, the filing of the

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Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and

implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the

distribution of property under the Plan or any other related agreement, or upon any other act, or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (1) any

obligations arising on or after the Effective Date of any party or Entity under the Plan, any Restructuring

Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement)

executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the

Plan or (2) any retained Causes of Action. Notwithstanding anything in this Article VIII.D to the contrary, if

the Plan Toggle Event occurs: (a) nothing in the Non-TopCo Plan shall result in the release, discharge, or

enjoin the prosecution of (i) any TopCo Guarantee Claims or (ii) any Causes of Action against the TopCos

that are not released pursuant to the Settlement; and (b) nothing in the Settlement shall result in the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. Nothing in this Article VIII.D shall

operate to release, discharge, or enjoin any Entity’s rights with respect to the Secured Creditor Claims

Litigation (subject to the Debtors’ obligations with respect to the Secured Creditor Settlement and the

Secured Creditor Settlement Motion). E. Third-Party Release

Effective as of the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and

valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Datein each

case except for Claims arising under, or preserved by, the Plan, each Releasing Party (other than the Debtors

or the Reorganized Debtors), in each case on behalf of itself and its respective successors, assigns, and

representatives, and any and all other entities who may purport to assert any Claim, Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, is deemed to have released and

discharged each Debtor, Reorganized Debtors, and each other Released Party from any and all Causes of

Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any

of the Debtors, that such Entity would have been legally entitled to assert (whether individually or

collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors

(including the management, ownership or operation thereof), the purchase, sale, or rescission of any security

of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any

Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany

transactions, the DIP Facility, the DIP Order, the Term Loan Facility, the First Lien Notes, the Senior Notes, the Indentures, the Chapter 11 Cases, the matters settled pursuant to the Settlement, including the Historical

Intercompany Transaction Claims, Claims related to the Debtors’ tax attributes, including the 2018

Reorganization Claims, the Accelerated Relocation Payment Claims, any preference, fraudulent transfer, or

other avoidance, recovery, or preservation claim pursuant to sections 544, 547, 548, 550, or 551 of the

Bankruptcy Code and applicable state and foreign laws, the Plan Support Agreement, the Secured Creditor

Settlement, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the

Disclosure Statement, the New Debt Documents, the New Corporate Governance Documents, the New

Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support

Agreement, the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the

Disclosure Statement, the New Debt Documents, the New Corporate Governance Documents, the New

Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support

Agreement, the Secured Creditor Settlement, the Plan (including, for the avoidance of doubt, providing any

legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other

agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation

Order in lieu of such legal opinion), the filing of the Chapter 11 Cases, the pursuit of Confirmation, the

pursuit of Consummation, the administration and implementation of the Plan, including the issuance or

distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other

related agreement, or upon any other related act, or omission, transaction, agreement, event, or other

occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the

foregoing, the releases set forth above do not release any obligations arising on or after the Effective Date of

any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or

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agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the

assumption of the Indemnification Provisions as set forth in the Plan. Notwithstanding anything in this

Article VIII.E to the contrary, if the Plan Toggle Event occurs: (a) nothing in the Non-TopCo Plan shall

result in the release, discharge, or enjoin the prosecution of (i) any TopCo Guarantee Claims or (ii) any

Causes of Action against the TopCos that are not released pursuant to the Settlement; and (b) nothing in the

Settlement shall result in the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. Nothing in this Article VIII.E shall operate to release, discharge, or enjoin any Entity’s rights with respect to

the Secured Creditor Claims Litigation (subject to the Debtors’ obligations with respect to the Secured

Creditor Settlement and the Secured Creditor Settlement Motion). F. Exculpation Effective as of the Effective Date, to the fullest extent permissible under applicable law and without

affecting or limiting either the Debtor Release or the Third Party Release, and except as otherwise

specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is

released and exculpated from any Cause of Action foror any claim related to any act or omission in

connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Chapter 11 Cases, the Disclosure

Statement, the New Debt Documents, the Backstop Commitment Agreement, the New Corporate Governance

Documents, the New Warrants Agreements, the CVR Agreements, the Settlement, the Settlement Agreement, the Plan Support Agreement, the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the

Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit

of Consummation, the administration and implementation of the Plan, including the issuance of Securities

pursuant to the Plan, or the distribution of property under the Plan or any other related agreement

(including, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any

transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by

any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion), except for claims

related to any act or omission that is determined in a Final Order of a court of competent jurisdiction to have

constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be

entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities

pursuant to the Plan. The Exculpated Parties have, and upon completionConsummation of the Plan shall be

deemed to have, participated in good faith and in compliance with the applicable laws with regard to the

solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on

account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or

regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made

pursuant to the Plan. G. Injunction

In addition to any injunction provided in the Settlement Order, Eeffective as of the Effective Date, pursuant to section 524(a) of the Bankruptcy Code, to the fullest extent permissible under applicable law, and

except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to

the Plan or the Confirmation Order, all Entities that have held, hold, or may hold cClaims or iInterests or

Causes of Action that have been released, discharged, or are subject to exculpation are permanently

enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or

continuing in any manner any action or other proceeding of any kind on account of or in connection with or

with respect to any such claims or interests or Causes of Action; (2) enforcing, attaching, collecting, or

recovering by any manner or means any judgment, award, decree, or order against such Entities on account

of or in connection with or with respect to any such claims or interests or Causes of Action; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or the estates of

such Entities on account of or in connection with or with respect to any such claims or interests or Causes of

Action; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due

from such Entities or against the property of such Entities on account of or in connection with or with respect

to any such claims or interests or Causes of Action unless such HolderEntity has filed a motion requesting the

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right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a claim or

interest or otherwise that such HolderEntity asserts, has, or intends to preserve any right of setoff pursuant

to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other

proceeding of any kind on account of or in connection with or with respect to any such claims or interests or

Causes of Action released or settled or subject to exculpation pursuant to the Plan. Notwithstanding the

foregoing, all Entities are permanently enjoined and prohibited from taking any action (i) to adversely

impact, reduce or diminish the Debtors’ or Reorganized Debtors’ net operating losses or other tax assets or

attributes, or (ii) otherwise taking any action (including in the United States or any foreign jurisdiction) that

is intended or is reasonably likely to directly or indirectly prevent, impede, hinder, adversely affect, and/or

delay any of the Restructuring Transactions or any actions or efforts of the Debtors and Reorganized

Debtors and/or their ability to consummate the Plan. Notwithstanding anything in this Article VIII.G to the

contrary, if the Plan Toggle Event occurs: (a) nothing in the Non-TopCo Plan shall result in the release, discharge, or enjoin the prosecution of (i) any TopCo Guarantee Claims or (ii) any Causes of Action against

the TopCos that are not released pursuant to the Settlement; and (b) nothing in the Settlement shall result in

the release, discharge, or enjoin the prosecution of, any TopCo Guarantee Claims. Nothing in this Article

VIII.G shall operate to release, discharge, or enjoin any Entity’s rights with respect to the Secured Creditor

Claims Litigation (subject to the Debtors’ obligations with respect to the Secured Creditor Settlement and the

Secured Creditor Settlement Motion). H. Protection Against Discriminatory Treatment

In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VIVI of

the United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any

Entity with which a Reorganized Debtor has been or is associated, or deny, revoke, suspend, or refuse to renew a

license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to

such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been

associated, solely because such Reorganized Debtor was a Debtor under chapter 11, may have been insolvent before

the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before such Debtor was granted or

denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

I. Recoupment

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any

claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder

actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the

Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder

asserts, has, or intends to preserve any right of recoupment. J. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to

section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the Effective

Date, such Claim shall be forever disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless prior to

the Effective Date (1) such Claim has been adjudicated as noncontingent, or (2) the relevant Holder of a Claim has

filed a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining such

Claim as no longer contingent. K. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the

Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court)

and existing on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation

Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or

the Confirmation Order shall remain in full force and effect in accordance with their terms.

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L. Document Retention On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their

standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized

Debtors. ARTICLEIX. CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE

A. Conditions Precedent to the EffectiveConfirmation Date

It shall be a condition to the Confirmation Date that the Bankruptcy Court shall have entered the Settlement

Order unless such condition has been waived pursuant to Article IX.C.

B. Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived

pursuant to Article IX.BIX.C:

1. the Bankruptcy Court shall have entered the Confirmation Order with respect to each Debtor, which

shall (i) authorize the 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, (ii)

authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) make all

distributions and issuances as required under the Plan; and (c) enter into any agreements, transactions, and sales of

property, including the New Debt Documents, the Backstop Commitment Agreement (including paying the Backstop

Premium), New Warrants Agreements, CVR Agreements, and Management Incentive Plan, and (iii) approve the

Secured Creditor Settlement, and (iv) authorize the implementation of the Plan in accordance with its terms., and the

Effective Date shall occur for each Debtor simultaneously;

2. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or

documents that are necessary to implement and effectuate the Restructuring Transactions, including the Plan, the

Plan Support Agreement shall remain in full force and effect, and there shall have been no determination by the

Debtors, including by the Disinterested Directors and Managers, to not grant any of the releases to Consenting

Creditors contemplated by the Plan Support Agreement; with respect to each Debtor for which the Plan was

confirmed;

3. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained

therein shall have been filed in a manner consistent in all material respects with the Plan and the PSA Definitive

Document Requirements, and the Definitive Documents shall comply with the PSA Definitive Document

Requirements;

4. all HoldCo Guarantee Claims shall be withdrawn with prejudice and not entitled to any distribution

under the Plan; provided that this condition shall not be required to be satisfied, and the Plan shall be automatically

amended to remove this condition, if, at the time of entry of the Confirmation Order or prior thereto, either of the

following events have occurred: (a) Consenting Creditors that hold at least two-thirds (2/3) of the Connect Senior

Notes (excluding any Connect Senior Notes held by the Debtors) cease to be party to the Plan Support Agreement or

(b) the Required Consenting HoldCo Creditors have terminated the Plan Support Agreement;

5. 4. the documentation related to the New Debt shall have been duly executed and delivered by all of the

Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of

the Effective Date) to the effectiveness of the New Debt shall have been satisfied or duly waived in writing in

accordance with the terms of the New Debt;

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6. 5. the closing of the New Revolver and the New Term Loans and/or the issuance of the New Secured

Notes, as applicable, shall have occurred;

7. 6. the New Warrants Agreements and CVR Agreements shall have been duly executed and delivered

by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the

occurrence of the Effective Date) to the effectiveness of the New Warrants Agreements and CVR Agreements shall

have been satisfied or duly waived in writing in accordance with the terms thereof;

8. the definitive documentation concerning the Management Incentive Plan shall have been completed;

provided that this condition may be waived by written agreement between the Required Consenting Jackson

Crossover Group Members and the Debtors;

9. 7. the New Common Stock, New Warrants, and CVRs, and Reorganized S.A. Common Stock shall

have been issued and distributed, and any Cash on hand at the HoldCos shall have been distributed, in accordance

with the Plan;

10. 8. the DIP Claims shall have been indefeasibly paid in full in Cash;

11. 9. all actions, documents, certificates, and agreements necessary to implement the Plan (including any

documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required

parties and, to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws;

12. 10. all Professional Fee Claims of retained professionals that require the Bankruptcy Court’s approval

shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have

been placed in the Professional Fee Escrow Account pending the Bankruptcy Court’s approval of such Professional

Fee Claims; and

13. the Settlement Order shall have been entered and not subject to any stay, and the Accelerated

Relocation Payment Claims shall have been resolved pursuant to an order not subject to any stay, on the terms set

forth in this Plan (or such other terms that are acceptable to the Required Consenting Jackson Crossover Group

Members);

14. the Value Allocation shall not have changed from the version of the Value Allocation filed with the

Disclosure Statement on August 24, 2021 in a manner that either (a) allocates any value to any Entity that is not an

obligor (or guarantor) in respect of the Jackson Senior Notes or (b) increases by more than five percent (5%) or

decreases by more than five percent (5%) the recovery percentage at any Jackson Debtor, unless (in either case) the

Required Consenting Jackson Crossover Group Members have approved such changes in writing; and

15. 11. (x) all unpaid Restructuring Expenses, (y) the Backstop Premium, and (z) all amounts payable by

the Debtors pursuant to the DIP Order, the Secured Creditor Settlement, and the Plan Support Agreement shall have

been indefeasibly paid in full in Cash. For the avoidance of doubt, the conditions precedent to the Effective Date enumerated above shall apply to each

Debtor on an individual basis, and the Effective Date for any individual Debtor may occur prior to the Effective

Date of any other individual Debtor. C. B. Waiver of Conditions to the Confirmation Date and the Ef ective Date

Other than to the extent specifically set forth in Article IX, and subject to the limitations contained in and

the other terms of the Plan Support Agreement, each condition to (i) the Confirmation Date set forth in Article IX.A

and (ii) the Effective Date set forth in Article IX.AB may be waived in whole or in part at any time by the Debtors, with the consent of the Required Consenting Unsecured Creditors (such consent not to be unreasonably withheld)

without an order of the Bankruptcy Court.; provided that, solely to the extent that the waiver of any condition would

impact the Allowed amount or treatment of the First Lien Notes Claims or Term Loan Facility Claims, such waiver

shall also be subject to the consent (not to be unreasonably withheld) of the Required Consenting Jackson Ad Hoc

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Group Noteholders and the Required Consenting First Lien Noteholders (with respect to the First Lien Notes

Claims) and the Required Consenting Jackson Ad Hoc Group Members (with respect to the Term Loan Facility

Claims); provided, further, however, the condition in Article IX.B.3 of the Plan may be waived with respect to a

particular Definitive Document only to the extent that such waiver conforms to the applicable consent rights in the

Plan Support Agreement; provided, further, with respect to the condition in Article IX.A: (a) for the avoidance of

doubt, if a Debtor is not party to the Settlement Agreement, such Debtor’s consent shall not be needed to waive such

condition and (b) the consent of the Required Consenting Creditors and (applicable) Debtors to waive such

condition may be withheld or granted in each of the Debtors’ and Required Consenting Creditors’ sole discretion. D. C. Substantial Consummation

“Substantial Consummation” of the Plan, as defined in section 1101(2) of the Bankruptcy Code shall be

deemed to occur on the Effective Date. E. D. Ef ect of Non-Occurrence of Conditions to Consummation

If the Effective Date does not occur with respect to any of theparticular Debtors, the Plan shall be null and

void in all respects with respect to such Debtor, and nothing contained in the Plan or the Disclosure Statement shall:

(1) constitute a waiver or release of any Claims by or Claims against or Interests in such Debtors; (2) prejudice in

any manner the rights of such Debtors, any Holders of a Claim or Interest, or any other Entity; or (3) constitute an

admission, acknowledgment, offer, or undertaking by such Debtors, any Holders, or any other Entity in any respect. Notwithstanding the foregoing, upon the occurrence of a Plan Toggle Event, the Plan shall immediately and

automatically convert to the Non-TopCo Plan, and any references herein to the “Plan” or to the “Debtors” shall be

deemed to refer to the Non-TopCo Plan and the Non-TopCo Debtors, respectively. ARTICLEX. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification of Plan The Debtors reserve the right (subject to the terms of the Plan Support Agreement, and the consents

required therein, including the PSA Definitive Document Requirements) to modify the Plan, with the consent of the

Consenting Creditors, prior to Confirmation and seek Confirmation consistent with the Bankruptcy Code and, as

appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in

section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in

the Plan, the Debtors expressly reserve their rights (subject to the terms of the Plan Support Agreement, and the

consents required therein, including the PSA Definitive Document Requirements) to alter, amend, or modify

materially the Plan, one or more times, after Confirmation, and (subject to the terms of the Plan Support Agreement, and the consents required therein, including the PSA Definitive Document Requirements), to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or

omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such

matters as may be necessary to carry out the purposes and intent of the Plan. Notwithstanding anything to the

contrary herein, the Debtors or the Reorganized Debtors, as applicable, shall not amend or modify the Plan in a

manner inconsistent with the Plan Support Agreement or the PSA Definitive Document Requirements. If, prior to

entry of the Confirmation Order, either of the following events occur, then the Plan shall be automatically amended

to provide that the HoldCo Guarantee Claims shall not be released pursuant to the Plan, and instead the HoldCo

Guarantee Claims may be asserted against each and every HoldCo: (a) Consenting Creditors that hold at least twothirds (2/3) of the Connect Senior Notes (excluding any Connect Senior Notes held by the Debtors) cease to be party

to the Plan Support Agreement or (b) the Required Consenting HoldCo Creditors have terminated the Plan Support

Agreement.

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B. Ef ect of Confirmation on Modifications

Entry of the Confirmation Order shall constitute approval of all modifications to the Plan occurring after the

solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a finding that such modifications to the

Plan do not require additional disclosure or resolicitation under Bankruptcy Rule 3019. C. Revocation or Withdrawal of Plan TheSubject to the Plan Support Agreement (including the PSA Definitive Document Requirements), the Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date and to file subsequent

chapter 11 plans. If the Debtors revoke or withdraw the Plan, or if the Confirmation Date or the Effective Date does

not occur, then: (1) the Plan will be null and void in all respects; (2) any settlement or compromise embodied in the

Plan (other than the Settlement Agreement, to the extent embodied in an agreement other than the Plan), assumption

of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant

hereto will be null and void in all respects; and (3) nothing contained in the Plan shall (a) constitute a waiver or

release of any Claims, Interests, or Causes of Action, (b) prejudice in any manner the rights of any Debtor or any

other Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any

other Entity. ARTICLEXI. RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the

Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11

Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured

status, or amount of any Claim or Interest, including the resolution of any request for payment of any Claim or

Interest and the resolution of any and all objections to the secured or unsecured status, priority, amount, or

allowance of Claims or Interests;

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications

for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy

Code or the Plan;

3. resolve any matters related to Executory Contracts or Unexpired Leases, including: (a) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or

with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Cure Claims

arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation

under any Executory Contract or Unexpired Lease that is assumed; and (c) any dispute regarding whether a contract

or lease is or was executory or expired;

4. ensure that distributions to Holders of Allowed Claims and Interests (as applicable) are accomplished

pursuant to the provisions of the Plan and adjudicate any and all disputes arising from or relating to distributions

under the Plan;

5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and

any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. enter and implement such orders as may be necessary or appropriate to execute, implement, or

consummate the provisions of (a) contracts, instruments, releases, indentures, and other agreements or documents

approved by Final Order in the Chapter 11 Cases and (b) the Plan, the Confirmation Order, and contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan; provided

that the Bankruptcy Court shall not retain jurisdiction over disputes concerning documents contained in the Plan

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Supplement that have a jurisdictional, forum selection, or dispute resolution clause that refers disputes to a different

court;

7. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy

Code;

8. grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases

pursuant to section 365(d)(4) of the Bankruptcy Code;

9. adjudicate, decide, or resolve any and all matters related to the Restructuring Transactions;

10. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or

appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;, including any

action to adversely impact, reduce or diminish the Debtors’ or Reorganized Debtors’ net operating losses or other

tax assets or attributes, or any action (including in the United States or any foreign jurisdiction) that is intended or is

reasonably likely to directly or indirectly prevent, impede, hinder, adversely affect, and/or delay any of the

Restructuring Transactions or any actions or efforts of the Debtors and Reorganized Debtors and/or their ability to

consummate the Plan;

11. hear and determine any dispute in connection with the exercise of any Indenture Trustee Charging

Lien;

12. 11. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters that may

arise in connection with the Consummation, interpretation, or enforcement of the Plan, the Disclosure Statement, the

Confirmation Order, or the Restructuring Transactions, or any Entity’s obligations incurred in connection with the

foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the

Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions;

13. 12. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or Causes of Action

in connection with or in any way related to the Chapter 11 Cases, including: (a) with respect to the repayment or

return of distributions and the recovery of additional amounts owed by the Holder of a Claim or an Interest for

amounts not timely repaid pursuant to Article VI.K.1VI.K.1 of the Plan; (b) with respect to the releases, injunctions, and other provisions contained in Article VIIIVIII of the Plan, including entry of such orders as may be necessary or

appropriate to implement such releases, injunctions, and other provisions; (c) that may arise in connection with the

Consummation, interpretation, implementation, or enforcement of the Plan, the Confirmation Order, and, subject to

any applicable forum selection clauses, contracts, instruments, releases, indentures, and other agreements or

documents created in connection with the Plan; or (d) related to section 1141 of the Bankruptcy Code;

14. 13. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for

any reason modified, stayed, reversed, revoked, or vacated;

15. 14. consider any modifications to the Plan before or after the Effective Date pursuant to section 1127

of the Bankruptcy Code, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or

other agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the

Confirmation Order; or remedy any defect or omission or reconcile or clarify any inconsistency in any Bankruptcy

Court order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other

agreement or document entered into, delivered or created in connection with the Plan, the Disclosure Statement or

the Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan;

16. 15. hear and determine matters concerning state, local, and federal taxes in accordance with

sections 346, 505, and 1146 of the Bankruptcy Code;

17. 16. enter an order or Final Decree concluding or closing the Chapter 11 Cases;

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18. 17. enforce all orders previously entered by the Bankruptcy Court; and

19. 18. hear any other matter not inconsistent with the Bankruptcy Code;

Nothing herein limits the jurisdiction of the Bankruptcy Court to interpret and enforce the Plan and all

contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan, or the Disclosure Statement, without regard to whether the controversy with respect to which such interpretation or

enforcement relates may be pending in any state or other federal court of competent jurisdiction.

If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise

without jurisdiction over any matter, including the matters set forth in this Article XIXI, the provisions of this Article

XIXI shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other court

having jurisdiction with respect to such matter. Unless otherwise specifically provided herein or in a prior order of the Bankruptcy Court, the Bankruptcy

Court shall have exclusive jurisdiction to hear and determine disputes concerning Claims against or Interests in the

Debtors that arose prior to the Effective Date. Notwithstanding the foregoing, on and after the Effective Date, the Bankruptcy Court shall not retain

jurisdiction over matters arising out of or related to each of the New Debt Documents, New Warrant Agreements, CVR Agreements, and New Corporate Governance Documents, and the New Debt Documents, New Warrant

Agreements, CVR Agreements, and New Corporate Governance Documents shall be governed by the respective

jurisdictional provisions therein. ARTICLEXII. MISCELLANEOUS PROVISIONS

A. Immediate Binding Ef ect

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the

Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and

deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims or Interests

(irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties

to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each

Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired

Leases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted, or

compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or Interest has voted

on the Plan. B. Additional Documents

On or before the Effective Date, and consistent in all respects with the terms of the Plan Support Agreement

(including the consent rights set forth therein), the Debtors may file with the Bankruptcy Court such agreements and

other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of

the Plan and the Plan Support Agreement; provided that such agreements and other documents shall be consistent

with the PSA Definitive Document Requirements. The Debtors or the Reorganized Debtors, as applicable, and all

Holders of Claims and Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents, including any subscription

agreements, and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the

Plan. C. Dissolution of the Committee

On the Effective Date, the Committee shall dissolve and all members, employees, or agents thereof shall be

released and discharged from all rights and duties arising from or related to the Chapter 11 Cases; provided that the

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Committee shall be deemed to remain in existence solely with respect to, and shall not be heard on any issue except, applications filed by the Professionals pursuant to sections 330 and 331 of the Bankruptcy Code. From and after the

Effective Date, none of the Debtors or the Reorganized Debtors shall be responsible for paying any fees or expenses

incurred after the Effective Date by the members of or advisors to the Committee. D. C. Statutory Fees

All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses payable to

the U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy

Code, shall be paid by each of the applicable Reorganized Debtors for each quarter (including any fraction thereof)

until the applicable Chapter 11 Case of such Reorganized Debtor is converted, dismissed, or closed, whichever

occurs first. E. D. Payment of Certain Fees and Expenses

Without any further notice to or action, order, or approval of the Bankruptcy Court, the Debtors or

Reorganized Debtors, as applicable, shall pay on the Effective Date all then-outstanding reasonable and documented

unpaid fees and expenses incurred on or before the Effective Date by all of the attorneys, advisors, and other

professionals payable under the Plan and the Plan Support Agreement. Any such costs and expenses that are

attorneys’ fees and expenses shall be submitted to the Debtors or the Reorganized Debtors in the form of summary

invoices of the relevant law firms. F. E. Reservation of Rights

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court

has entered the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement

shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of

Claims or Interests prior to the Effective Date. G. F. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and

shall inure to the benefit of any heir, executor, administrator, successor or assign, Aaffiliate, officer, director, agent, representative, attorney, beneficiary, or guardian, if any, of each Entity. H. G. Service of Documents

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by

facsimile transmission) and, unless otherwise expressly provided in the Plan, shall be deemed to have been duly

given or made when actually delivered or, in the case of notice by facsimile transmission, when received and

telephonically confirmed, addressed as follows:

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If to the Reorganized Debtors:

Intelsat S.A. 7900 Tysons One Place

McLean, Virginia 22102

Attention: Michelle Bryan

E-mail: Michelle.Bryan@Intelsat.com

With copies to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Attention: Edward Sassower, P.C.; Steven Serajeddini, P.C.; and Anthony R. GrossiAparna Yenamandra

E-mail: ESassower@Kirkland.com; Steven.Serajeddin@Kirkland.com;

Anthony.GrossiAparna.Yenamandra@Kirkland.com

and

Kutak Rock LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Attention: Michael A. Condyles (VA 27807); Peter J. Barrett (VA 46179);

Jeremy S. Williams (VA 77469); Brian H. Richardson (VA 92477)

Email: Michael.Condyles@KutakRock.com; Peter.Barrett@KutakRock.com;

Jeremy.Williams@KutakRock.com; Brian.Richardson@KutakRock.com

If to the Committee:

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attention: Dennis Dunne, Andrew Leblanc, Matthew Brod

E-mail: ddunne@milbank.com; aleblanc@milbank.com; mbrod@milbank.com

After the Effective Date, the Reorganized Debtors shall have the authority to send a notice to Entities that

continue to receive documents pursuant to Bankruptcy Rule 2002 requiring such Entity to file a renewed request to

receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are

authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who

have filed such renewed requests.

I. H. Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the Plan Support Agreement

(including the consent rights set forth therein), the Plan (including, for the avoidance of doubt, the Plan Supplement)

supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and

representations on such subjects, all of which have become merged and integrated into the Plan. In the event of any

inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control. J. I. Plan Supplement Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan

as if set forth in full in the Plan, provided, for the avoidance of doubt, all such exhibits and documents shall comply

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with the PSA Definitive Document Requirements. After the exhibits and documents are filed, copies of such

exhibits and documents shall be made available upon written request to the Debtors’ counsel at the address above or

by downloading such exhibits and documents from https://cases.stretto.com/intelsat or the Bankruptcy Court’s

website at www.vaeb.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the extent any

exhibit or document in the Plan Supplement is inconsistent with the terms of any part of the Plan that does not

constitute the Plan Supplement, the Plan Supplement shall control, provided, for the avoidance of doubt, all such

exhibits and documents shall comply with the PSA Definitive Document Requirements. The documents considered

in the Plan Supplement are an integral part of the Plan and shall be deemed approved by the Bankruptcy Court

pursuant to the Confirmation Order. K. J. Non-Severability

Except as set forth in Article VIIIVIII of the Plan, the provisions of the Plan, including its release, injunction, exculpation and compromise provisions, and the Definitive Documents, are mutually dependent and non- severable. The Confirmation Order shall constitute a judicial determination and shall provide that each term and

provision of the Plan and the Definitive Documents are: (1) valid and enforceable pursuant to their terms;

(2) integral to the Plan and may not be deleted or modified without the consent of the Debtors and the Required

Consenting Creditors consistent with the terms set forth herein; and (3) non-severable and mutually dependent. L. K. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in

good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors, the Consenting Creditors and each of their respective Aaffiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys will be deemed to have participated

in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities

offered and sold under the Plan and any previous plan, and, therefore, no such parties, individuals, or the

Reorganized Debtors will have any liability for the violation of any applicable law, rule, or regulation governing the

solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the

Plan and any previous plan. M. L. Waiver or Estoppel

Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if

such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court

prior to the Confirmation Date. N. M. Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the

Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the

Bankruptcy Court to close the Chapter 11 Cases.

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Intelsat S.A. on behalf of itself and all other Debtors

David Tolley

Executive Vice President, Chief Financial Officer

AndChief Financial Officer and Co-Chief

Restructuring Officer

Intelsat S.A.

Dated: FebruaryAugust 124, 2021

/s/ David Tolley

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