Plan Support Agreement (2013)Full Document 

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EXECUTION VERSION

 

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).

 

RECITALS

 

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

 



 

(such claims and interests, the “Additional LP Claims and/or Interests” and, together with the LP Lender Claims, the “Covered Claims and/or Interests”);

 

WHEREAS, the Plan Sponsors have agreed to propose and support exclusively a plan of reorganization in these Chapter 11 Cases substantially in the form attached hereto as Exhibit A (as may be amended, supplemented and restated or otherwise modified from time to time with the approval of the Plan Sponsors, the “Plan”);

 

WHEREAS, the Stalking Horse Bidder has offered, pursuant to the Purchase Agreement annexed hereto as Exhibit B (the “Stalking Horse Agreement”), to purchase the Acquired Assets, subject to an auction process as set forth in the Plan and in accordance with the Bid Procedures (as defined herein); and

 

WHEREAS, in expressing their support for the Agreement and the Plan (pursuant to the terms and conditions of this Agreement), the Parties do not desire and do not intend in any way to derogate, diminish or violate, and intend to fully comply with, the solicitation requirements of applicable securities and bankruptcy law.

 

NOW, THEREFORE, in consideration of the foregoing and the promises, mutual covenants, and agreements set forth herein and for other good and valuable consideration, the Parties agree as follows:

 

Section 1.                                          Commitments of the Parties Under this Agreement.

 

1.1          Plan Sponsors’ Commitments.

 

(a)           As consideration for the Stalking Horse Bidder entering into this Agreement and the Stalking Horse Agreement, so long as this Agreement shall not have been terminated in accordance with Section 6 hereof, each Plan Sponsor agrees that, by having executed and become party to this Agreement, it:

 

(1)                                 Shall, collectively with the other Plan Sponsors, file with the Bankruptcy Court the Plan and a related disclosure statement (the “Disclosure Statement”), on July 23, 2013;

 

(2)                                 Shall, collectively with the other Plan Sponsors, file with the Bankruptcy Court, motions for approval of the Bid Procedures and the Disclosure Statement, on or before 12:00 p.m. (Eastern time) on July 29, 2013;

 

(3)                                 Shall use commercially reasonable efforts to obtain confirmation of, and consummate, the Plan;

 

(4)                                 Shall use commercially reasonable efforts to achieve each of the milestones set forth in Exhibit C attached hereto (the “Milestones”);

 

(5)                                 Shall, after entry of the Disclosure Statement Order and the solicitation of votes on the Plan in accordance therewith, vote all Covered Claims and/or

 

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Interests held by such Plan Sponsor to accept the Plan, provided, that the Plan and Disclosure Statement, including any amendments, supplements, changes and modifications thereto, shall be in form and substance satisfactory to the Plan Sponsors;

 

(6)                                 Shall not directly or indirectly seek, solicit, support, or vote in favor of any other plan, sale, proposal, or offer of dissolution, winding up, liquidation, reorganization, merger, or restructuring of the Debtors other than the Plan (each, an “Alternative Plan”);

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