PLAN SUPPORT AGREEMENT
This Plan Support Agreement (the Agreement) is made and entered into as of July 22, 2013, by and among (i) SP Special Opportunities, LLC (SPSO), (ii) the other undersigned lenders under the LP Credit Agreement (as defined below), exclusive of SPSO (each, a Supporting LP Lender and, together with SPSO, the Plan Sponsors), (iii) L-Band Acquisition, LLC (the Stalking Horse Bidder) and (iv) solely for the purposes of Section 7.11 hereof, DISH Network Corporation (Parent Entity). The Plan Sponsors, the Stalking Horse Bidder, and each other person that becomes a party to this Agreement in accordance with the terms hereof shall be referred to herein individually as a Party and collectively as the Parties; provided, however, that the Parent Entity shall not be deemed a Party for any purposes of any provision hereunder other than Section 7.11 of this Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined herein).
WHEREAS, on May 14, 2012 (the Petition Date), LightSquared Inc. and certain of its affiliates (collectively, the Debtors) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the Bankruptcy Code) with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court);
WHEREAS, the Debtors are operating their businesses as debtors in possession in jointly administered cases under chapter 11 of the Bankruptcy Code that are styled as In re LightSquared Inc., et. al., Case No. 12-12080 (SCC) (the Chapter 11 Cases);
WHEREAS, on May 18, 2012, the Ontario Superior Court of Justice (Commercial List) (the Canadian Court and the proceeding before the Canadian Court, the CCAA Recognition Proceeding) granted orders under Part IV of the Companies Creditors Arrangement Act, R.S.C. 1985, c.C-36 (the CCAA) that, among other things, recognized the Chapter 11 Cases as a foreign main proceeding pursuant to Part IV of the CCAA;
WHEREAS, each Plan Sponsor is a holder of a Claim, as defined in section 101(5) of the Bankruptcy Code (each, an LP Lender Claim), arising under that certain Credit Agreement, dated as of October 1, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the LP Credit Agreement), between LightSquared LP, as borrower, LightSquared, Inc., LightSquared Investors Holdings Inc., LightSquared GP Inc. and TMI Communications Delaware, Limited Partnership, ATC Technologies, LLC, LightSquared Corp., LightSquared Inc. of Virginia, LightSquared Subsidiary LLC, SkyTerra Holdings (Canada) Inc. and SkyTerra (Canada) Inc., as guarantors, the lenders party thereto, UBS AG, Stamford Branch, as administrative agent, Wilmington Trust FSB, as collateral trustee, and UBS Securities LLC, as arranger, syndication agent and documentation agent;
WHEREAS, one or more Plan Sponsors may also hold or acquire Claims against or equity interests in Debtor LightSquared LP and/or its Debtor subsidiaries (including, without limitation, the Series A Preferred Units issued by LightSquared LP) other than LP Lender Claims