FRE 408 - Form 8-K

Commitment.

Offering; No Fiduciary Duty; Affiliates.

Information.

Fees.

Conditions.

Indemnification and Expenses.

Assignments, Amendments.

Governing Law, Etc.; Jurisdiction.

Waiver of Jury Trial.

Confidentiality.

Miscellaneous.

/s/ David Tolley

Prepetition Credit Agreement: That certain Credit Agreement, dated as of January 12, 2011 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Borrower, Intelsat (Luxembourg) S.A., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other party thereto (the "Prepetition Credit Agreement").

Prepetition Secured Notes: (i) The Borrower's 8.0% Senior Secured Notes due 2024 and (ii) the Borrower's 9.5% Senior Secured Notes due 2022 (collectively, the "Prepetition Secured Notes" and, together with the obligations under the Prepetition Credit Agreement, the "Prepetition Secured Debt").

Prepetition Unsecured Notes: (i) The Borrower's 5.5% Senior Notes due 2023, (ii) the Borrower's 8.5% Senior Notes due 2024, (iii) the Borrower's 9.75% Senior Notes due 2025.

Existing DIP Credit Agreement: That certain Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of September 14, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Borrower, Intelsat (Luxembourg) S.A., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties thereto (the "Existing DIP Credit Agreement", and the credit facility provided thereunder, the "Existing DIP Credit Facility").

the Lead Arrangers, the "Plan"), provided that any such amendment, supplement, modification or waiver solely to permit the Non-TopCo Plan (as defined in the Plan) shall be deemed not to be materially adverse to the Lenders, provided, further, that any such amendments or modifications shall be subject to the consent rights set forth in the Plan Support Agreement (as defined in the Plan).

In connection with the foregoing, (1) the Borrower will issue "superpriority debtor-in-possession and superpriority senior secured exit" indebtedness in an aggregate principal amount of approximately $1,500 million in the form of (a) the $500 million Revolving Credit Facility described below and (b) the $1,000 million Term Loan A Facility described below, (2) the Borrower will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,375 million Term Loan B Facility described below and (3) the Borrower will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,000 million of senior secured notes (the "New Secured Notes"). The fees, premiums and expenses incurred in connection with the foregoing and transactions (including the Transactions (as defined below)) related thereto (such fees and expenses, the "Transaction Costs").

The transactions described above, together with the transactions related thereto (including the payment of all Transaction Costs), are collectively referred to herein as the "Transactions". "Closing Date" shall mean the date that the initial loans under the Credit Facilities are funded.

Letters of Credit: Up to $100 million of the Revolving Credit Facility shall be available for the issuance of letters of credit in U.S. dollars, including documentary letters of credit for the account of the Borrower, in each case, by Lenders holding commitments under the Revolving Credit Facility on the Closing Date (or their affiliates) (in such capacity, each an "Issuing Lender"), on a ratable basis in accordance with their revolving credit commitments under the Revolving Credit Facility; provided that no Issuing Bank shall be required to issue any letter of credit that would violate its policy or any letter of credit that is not a standby letter of credit. No letter of credit shall have an expiration date after the earlier of (a) 1 year after the date of issuance or such longer period of time as may be agreed to by the applicable Issuing Lender and (b) 5 business days before the Revolving Maturity Date (unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender thereof); provided that any standby letter of credit with a 1 year tenor may provide for automatic or "evergreen" renewal thereof for additional 1 year periods (which shall in no event extend beyond the date set forth in the immediately preceding clause (b) unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender thereof).

Swingline Loans: Up to $75 million of the Revolving Credit Facility shall be made available by the Administrative Agent for the issuance of "swingline" Revolving Loans denominated in U.S. dollars by the Borrower.

The Credit Facilities will be secured by a perfected, first priority security interest (subject to permitted liens and other exceptions to be set forth in Facilities Documentation) in the Collateral (as defined below).

"Collateral" means (x) prior to the Conversion Date, all assets of the Debtors consistent with the Existing DIP Credit Agreement, and the proceeds of any causes of action under Bankruptcy Code sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code, and, for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments and (y) on and after the Conversion Date, substantially all personal property and material domestic fee-owned real property (with a fair market value in excess of $20,000,000) of the Loan Parties, and for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments, subject to customary exceptions (such exceptions to be consistent with, and in no event less extensive than, the exceptions under the Prepetition Credit Agreement). For the avoidance of doubt, (i) in no event shall Collateral include the Excluded Property (to be defined in the Facilities Documentation) and (ii) no account control agreements shall be required.

In accordance with the final order of the Bankruptcy Court approving the Credit Facilities and related documentation (including the Commitment Letter) and authorizing the use of proceeds of the Credit Facilities and the New Secured Notes to refinance Prepetition Secured Debt and the Existing DIP Credit Facility (and release the liens securing the foregoing upon their repayment), including, subject to entry of the Secured Creditor Settlement Order (as defined in the Plan), payment of all amounts required to be paid pursuant to the Secured Creditor Settlement Order (which may occur on the Conversion Date), which order shall be in form and substance acceptable to the Administrative Agent and the Required Lenders (the "Final DIP Order"), prior to the Conversion Date all of the liens described herein shall be effective and perfected upon entry of the Final DIP Order,

as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the Final DIP Order For the avoidance of doubt, Excluded Property shall (a) include assets to the extent the granting of a security interest therein would result in material and adverse tax consequences, as reasonably determined by the Borrower or the applicable Guarantor, as applicable and (b) include the Secured Creditor Claims Disputed Distribution Trust Account (as defined in the Plan) (if any), but (c) exclude the property in the Secured Creditor Claims Disputed Distribution Trust Account to the extent such property is determined not to be payable to Holders of First Lien Notes Claims as set forth in the Plan.

On the Conversion Date, the Immediate Parent shall provide a pledge of the shares of the Borrower.

All the above-described pledges and security interests shall be created on terms and subject to exceptions permitted under the Facilities Documentation.

Prior to the Conversion Date, all obligations of the Debtors with respect to the Credit Facilities shall be secured on a pari passu basis with the New Secured Notes (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into by the Closing Date and, upon entry of, and subject to, the Final DIP Order and subject to the Carve-Out (as defined in the Final DIP Order):

(i) pursuant to section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed claim against any Loan Party in any of the Cases which is an administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code, having priority over any and all administrative expenses of the kind specified in section 503(b) or 507(b) of the Bankruptcy Code in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code;

(ii) pursuant to section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by section 546(b) of the Bankruptcy Code, which shall be secured on a pari passu basis between the Credit Facilities and the New Secured Notes;

(iii) pursuant to section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all Collateral to the extent that such Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the "Permitted Prior Liens");

(iv) pursuant to section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming lien on all Collateral, which liens shall be senior to the liens (the "Primed Liens") securing the Prepetition Credit Agreement, the Prepetition Secured Notes and the Existing DIP Credit Facility (if any) and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted under the Facilities Documentation that (a) are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence and had priority (as permitted by the Prepetition Credit Agreement and the documentation governing the Prepetition Secured Notes) over liens securing the Prepetition Credit Agreement and Prepetition Secured Notes immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or (b) have priority over the liens securing the Prepetition Credit Agreement and Prepetition Secured Notes after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the "Priming Liens") and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the Facilities Documentation.

The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens.

Upon the Conversion Date, all obligations of the Debtors with respect to the Credit Facilities shall be secured on a pari passu basis with the New Secured Notes (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into on the Conversion Date.

Facility in reliance on clause (1) and/or (2) above, the First Lien Leverage Ratio, Secured Leverage Ratio and the Total Leverage Ratio shall be permitted to exceed the First Lien Leverage Ratio, Secured Leverage Ratio and the Total Leverage Ratio set forth in this clause (3) to the extent of such amounts incurred in reliance on clause (1) and/or (2) solely for the purpose of determining whether such concurrently incurred amounts incurred under this clause (3) are permissible), on terms agreed by the Borrower and the lender(s) providing the respective Incremental Facility (it being understood that (A) if the First Lien Leverage Ratio incurrence test, Secured Leverage Ratio incurrence test or the Total Leverage Ratio incurrence test, as applicable, is met, then, at the election of the Borrower, any Incremental Facility may be incurred under clause (3) above regardless of whether there is capacity under clause (1) and/or (2) above and (B) any portion of any Incremental Facility incurred in reliance on clause (1) and/or (2) shall be reclassified, as the Borrower may elect from time to time after the Conversion Date, as incurred under clause (3) if the Borrower meets the applicable leverage ratio under clause (3) at such time on a pro forma basis);providedfurther, that:

(i) representations and warranties shall be accurate in all material respects (or in all respects if qualified with materiality) and no event of default exists or would exist after giving effect thereto (or, in the case of an Incremental Facility the proceeds of which will be used to finance an acquisition or other investment, accuracy of "specified representations" and "acquisition agreement representations" and no payment or bankruptcy event of default exists or would exist after giving effect thereto),

(ii) any Incremental Facility shall benefit equally and ratably from the guarantees and, if secured by the Collateral, the security interests created under the Facilities Documentation, except that such Incremental Facility may be subordinated in right of payment or security, as agreed between the borrower and the lenders providing such Incremental Facility; provided that no Incremental Facility shall be guaranteed by any person other than the Loan Parties and, to the extent secured, shall not be secured by any assets other than the Collateral,

(iii) (x) any Incremental Revolving Facility Increase shall be on terms identical to the terms of the Revolving Credit Facility and (y) all other terms applicable to any other Incremental Facility (other than those specified in clauses (ii), (iv) and (v) hereof) shall not be more restrictive (taken as a whole) than those applicable to the Loans, except to the extent the terms of the Loans are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect then current market terms as reasonably determined by the Borrower or are applicable solely to periods after the latest maturity of the Loans,

(iv) (A) no Incremental Facility shall have a final maturity and weighted average life to maturity shorter than that of the latest maturity of the existing Loans and (B) no Incremental Facility shall participate on a greater than pro rata basis with the Loans in any mandatory prepayments under the Facilities Documentation; provided that, this clause (iv) shall not apply to any customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be converted satisfies such limitations,

Equivalent Debt were an Incremental Term Loan) would have been satisfied; provided, that, the provisions of the preceding clause (v)(a) shall not apply other than with respect to any broadly syndicated institutional term loans that are pari passu with the Term B Loans in security and right of payment and incurred within 6 months of the Closing Date, and clauses (v)(b) and (v)(c) shall not apply to any customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be converted satisfies such clauses. Existing Lenders may, at the option of the Borrower, but shall not be obligated to without their prior written consent, provide a commitment and/or make any loans pursuant to any Incremental Facility, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Facility. The use of proceeds, if any, of any Incremental Facility will be as agreed by the Borrower and the lenders providing such Incremental Facility (and as otherwise permitted by the Facilities Documentation), and

(vi) (x) any Incremental Facility incurred to increase the amount of the Revolving Credit Facility may only increase the Revolving Credit Facility in an amount such that the Revolving Credit Facility does not exceed $500,000,000 and (y) no Incremental Facility (and, for the avoidance of doubt, any other basket capacity under the debt negative covenant) shall increase the amount of the Term Loan A Facility or, except as set forth in clause (x), otherwise be made on a "first out" basis.

"First Lien Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness that is secured by a lien on the Collateral as of such date (other than indebtedness secured by the Collateral with a junior lien priority relative to the Loans but including, for the avoidance of doubt, the Revolving Credit Facility and the Term Loan A Facility) and (b) without duplication, the Reserved Indebtedness Amount secured by a lien on the Collateral as of such date (other than indebtedness secured by the Collateral with a junior lien priority relative to the Loans) to (y) Adjusted EBITDA.

"Secured Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness that is secured by a lien on the Collateral as of such date and (b) without duplication, the Reserved Indebtedness Amount (to be defined in the Facilities Documentation) secured by a lien on the Collateral as of such date to (y) Adjusted EBITDA.

"Total Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness as of such date and (b) without duplication, the Reserved Indebtedness Amount as of such date to (y) Adjusted EBITDA.

"Consolidated Total Indebtedness" is to be defined in the Facilities Documentation and will (x) permit unlimited cash netting and (y) exclude indebtedness in respect of any receivables facility or securitization facility, intercompany debt and cash management obligations.

If at any time the outstanding loans under the Revolving Credit Facility (including letters of credit outstandings) exceed the aggregate commitments with respect thereto, prepayments of such loans (and/or the cash collateralization of letters of credit) shall be required in an amount equal to such excess within one business day following Borrower's receipt of written notice. Such mandatory prepayment shall not reduce the aggregate amount of commitments under the Revolving Credit Facility and amounts prepaid may be reborrowed.

The Revolving Loans shall be prepaid (but with no corresponding reduction in commitments) with:

(a) 100% of the first $1,250 million (minus the amount of any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of reimbursement, compensation or other payments or the right to receive reimbursement, compensation or other payments in connection with the transition of the C-band spectrum in connection with (i) reimbursement of relocation costs, (ii) accelerated relocation payments and (iii) payments received for clearing more rapidly than required by the C-Band Rules any of the lower 300 MHz of the C-band spectrum between 3.7 GHz and 4.2 GHz pursuant to private negotiations with third parties, if any, as set forth in the FCC C-Band Rules (collectively, "C-Band Proceeds and Clearing Cost Payments") (excluding any excess C-Band Proceeds to be paid in connection with the CVRs); provided that the prepayment of Revolving Loans pursuant to this clause (a) shall not exceed $250 million; and

(b) after the application of the first $1,250 million of C-Band Proceeds and Clearing Cost Payments ("Phase I C-Band Proceeds and Clearing Cost Payments") required (i) as reductions of the Term Loan A Facility and Term Loan B Facility, (ii) as prepayments of the Revolving Credit Facility and (iii) under the section titled "Mandatory Prepayments of Term Loans", 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) (such amount, the "Required Prepayment Amount") to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and the Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received); provided that, such Required Prepayment Amount shall be first applied to repay the Term Loans before being applied to repay the Revolving Loans.

C-Band Proceeds and Clearing Cost Payments

After prepaying any outstanding Revolving Loans on account of the first $250 million of proceeds of C-Band Proceeds and Clearing Cost Payments as required under the section titled "Mandatory Prepayments of Revolving Loans", Term A Loans shall be prepaid with (to the extent not used to prepay Revolving Loans) (and, for the avoidance of doubt, the Borrower shall not have ability to re-borrow or re-incur any Term A Loans so prepaid or incur or any other "superpriority" Indebtedness in lieu of the Term A Loans so prepaid):

(1) 100% of the first $1,250 million (minus the amount of any mandatory prepayment to the Revolving Credit Facility on account of the first $250 million of C-Band Proceeds and Clearing Cost Payments, any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs); and

(2) thereafter, 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and the Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received).

After prepaying all outstanding Term A Loans as set forth above, Term B Loans shall be prepaid with (to the extent not used to prepay Revolving Loans or Term A Loans) (and, for the avoidance of doubt, the Borrower shall not have ability to re-borrow any Term B Loans so prepaid):

(1) 100% of the first $1,250 million (minus the amount of any mandatory prepayment to the Revolving Credit Facility on account of the first $250 million of C-Band Proceeds and Clearing Cost Payments, any prepayments of the Term Loan A Facility pursuant to clause (1) above, any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs); and

(2) thereafter, 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received).

Notwithstanding anything to the contrary, any amount paid or payable in connection with any or all of the SES Claims (i) shall not reduce any prepayment required to be made under any of the Credit Facilities and (ii) for purposes of determining the amount of any prepayment required under any of the Credit Facilities, shall be excluded from determining any pro forma liquidity test (as if such amount had not been paid and were not payable) and shall not constitute any C-Band Proceeds and Clearing Cost Payments.

Other Mandatory Prepayments

(a) 50% (with step downs to 25% and 0% at Total Leverage Ratios of 5.00:1.00 and 4.00:1.00, respectively) of Excess Cash Flow (to be defined in the Facilities Documentation but to exclude C-Band Proceeds and Clearing Cost Payments), to the extent pro forma liquidity (cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $600,000,000;

(b) 100% of the net cash proceeds from issuances of debt by the Borrower or any of its restricted subsidiaries after the Closing Date (with appropriate exceptions for all permitted indebtedness); and

(c) 100% (with step downs to 25% and 0% at Total Leverage Ratios of 5.00:1.00 and 4.00:1.00, respectively) (the "Asset Sale Prepayment Stepdowns"), of the net cash proceeds of non-ordinary course asset sales by the Borrower or any of its restricted subsidiaries pursuant to (x) clause (d)(ii) under the heading "Negative Covenants" below, in each case, in excess of the greater of $55 million and 5% of Adjusted EBITDA in the aggregate per calendar year (and only in respect of amounts in excess thereof) and (y) clause (d)(iv) under the heading "Negative Covenants" below and (z) casualty and condemnation proceeds, in each case subject to a 100% reinvestment right if reinvested (or committed to be reinvested) within 365 days of the receipt of such net cash proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter, and other exceptions to be set forth in the Facilities Documentation.

Mandatory prepayments pursuant to clauses (a), (b) and (c) above shall be applied pro rata among classes of the applicable Term Loans and any pari passu Refinancing Term Facilities and pari passu Incremental Term Loans, except that Incremental Facilities for Incremental Term Loans, Refinancing Term Facilities and other permitted pari passu debt may participate in mandatory prepayments on a less than pro rata basis. Mandatory prepayments of the applicable Term Loans shall be applied to scheduled installments thereof in direct order of maturity (without premium or penalty, except, in the case of clause (b) above, subject to the Prepayment Premium (as defined below)); provided, that the Facilities Documentation shall provide that in the case of mandatory prepayments pursuant to clauses (b) and (c) above, a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any indebtedness that is secured on a pari passu basis with the Term Loan A Facility and Term Loan B Facility, as applicable (collectively, "Additional Debt"), in each case if required under the terms of the applicable documents governing such Additional Debt.

All prepayments referred to in clause (c) above are subject to there being no material and adverse tax consequences and to permissibility under (i) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions of non-wholly owned restricted subsidiaries (including as a result of minority ownership by third parties) and other material agreements (so long as any applicable prohibition is not created in contemplation of such prepayment). The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or an event of default, and such amounts shall be available for working capital purposes of the Borrower and its restricted subsidiaries as long as not required to be prepaid in accordance with the following provisions. The Borrower and its restricted subsidiaries will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions or tax effects (subject to the considerations above and as determined in the Borrower's reasonable business judgment) to make the relevant prepayment. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by the Borrower or any of its affiliates and arising as a result of compliance with the preceding sentence.

Any Lender under the Term Loan B Facility may elect not to accept its pro rata portion of any mandatory prepayment (other than with respect to Refinancing Notes and Refinancing Term Facilities) (each, a "Declining Term Loan Lender"). Any prepayment amount declined by a Declining Term Loan Lender may be retained by the Borrower and used for any purposes not prohibited by the Facilities Documentation and will be included in the calculation of the Applicable Amount (as defined below).

Voluntary prepayments of borrowings under the any Credit Facility will be permitted at any time, in minimum principal amounts to be set forth in the Facilities Documentation, without premium or penalty (except the applicable Prepayment Premium referred to below), subject to reimbursement of the Lenders' redeployment costs (other than lost profits) in the case of a prepayment of Adjusted LIBO Rate loans prior to the last day of the relevant interest period.

Voluntary reductions of the unutilized portion of the commitments under the Revolving Credit Facility will be permitted at any time, in minimum principal amounts to be set forth in the Facilities Documentation.

Voluntary prepayments of Term Loans shall be applied to reduce installments thereof as directed by the Borrower (and absent such direction, in direct order of maturity), as applicable.

In respect of the initial Term Loan B Facility, any voluntary prepayment or refinancing (other than a refinancing of the initial Term Loan Facility in connection with any transaction that would, if consummated, constitute an initial public offering, change of control, material disposition or a Transformative Acquisition (as defined below)) of the initial Term Loan B Facility with other broadly syndicated first lien term loans under credit facilities with the primary purpose of achieving a lower Effective Yield (to be defined in Facilities Documentation) than the Effective Yield of the initial Term Loan B Facility, or any amendment (other than an amendment of the initial Term Loan B Facility in connection with any transaction that would, if consummated, constitute an initial public offering, a change of control, a material disposition or a Transformative Acquisition) that reduces the Effective Yield of the initial Term Loan Facility, in either case that occurs prior to the six month anniversary of the Closing Date and the primary purpose of which is to lower the Effective Yield on the initial Term Loan B Facility, shall be subject to a prepayment premium of 1.00% of the principal amount of the initial Term Loan B Facility so prepaid, refinanced or amended.

For the purposes of this paragraph, "Transformative Acquisition" shall mean any acquisition by the Borrower or any of its restricted subsidiaries that is in excess of an amount to be set forth in the Facilities Documentation or either (a) is not permitted by the terms of the Facilities Documentation immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Facilities Documentation immediately prior to the consummation of such acquisition, would not provide the Borrower and its restricted subsidiaries with adequate flexibility under the Facilities Documentation for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries only):

(a) limitations on debt, which shall permit, among other things, the incurrence of:

(i) indebtedness under the Credit Facilities, any Incremental Facility, Incremental Equivalent Debt, Refinancing Senior Indebtedness and Permitted Exchange Securities,

(ii) purchase money indebtedness and capital leases not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(iii) unlimited indebtedness related to permitted sale leaseback transactions ("Permitted Sale Leaseback Transactions") so long as it does not exceed a cap to be agreed,

(iv) indebtedness if, on a pro forma basis, Total Leverage Ratio does not exceed 5.50 to 1.00 subject to customary restrictions consistent with the Precedent Credit Agreement,

(v) qualified securitization facilities, factoring facilities and/or receivables purchase and/or sale facilities (excluding C-Band Proceeds and Clearing Cost Payments) subject to customary qualifications to be set forth in the Facilities Documentation,

(vi) in connection with a permitted acquisition or any other permitted investment, (x) indebtedness assumed in connection therewith, to the extent not incurred in the contemplation of the acquisition and (y) indebtedness incurred in connection therewith, in each case, (i) in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA, (ii) so long as, on a pro forma basis, either (1) the Borrower would be permitted to incur at least $1.00 of additional Permitted Ratio Debt (to be defined in the Facilities Documentation) or (2) Total Leverage Ratio is less than or equal to the Total Leverage Ratio immediately prior to such acquisition or investment or (iii) such indebtedness constitutes Acquired Indebtedness (to be defined in the Facilities Documentation) (other than indebtedness incurred in contemplation of such acquisition); provided that, in the case of this clause (iii), the only obligors with respect to such Indebtedness shall be those who were obligors of such Indebtedness prior to such acquisition, merger, amalgamation or consolidation,

(vii) indebtedness under a general debt basket in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA,

(viii) indebtedness of non-Guarantor subsidiaries under a basket in an amount not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(ix) indebtedness of the Borrower or the Guarantors in an amount equal to 100% of any cash common equity contribution (other than "disqualified stock") to the Borrower following the Closing Date,

(x) seller financing indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xi) indebtedness incurred in connection with "disqualified stock" not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xii) indebtedness incurred in connection with permitted investments in joint ventures in an amount equal to the greater of $215 million and 20% of Adjusted EBITDA,

(xiii) letter of credit indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xiv) guarantee obligations to permit foreign currency transactions or the funding of transfers not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xv) indebtedness not to exceed the amount of certain restricted payment baskets permitted to be made, and

(xvi) the New Secured Notes;

(b) limitations on liens, which shall permit, among other things:

(i) liens securing indebtedness incurred pursuant to clause (a)(i), (v), (x) (provided that such liens shall be limited to the assets and/or entities being acquired in such seller financing (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents)), (xiii) and (xvi) above;

(ii) liens securing indebtedness assumed or incurred pursuant to clauses (a)(vi)(x) and (a)(vi)(y)(i) and (iii) above (provided that, if assumed, such liens extend only to the same assets (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents) that such liens extended to, and secure the same indebtedness, that such liens secured, immediately prior to such assumption and were not created in contemplation thereof);

(iii) liens securing purchase money indebtedness, capital leases and indebtedness related to sale leaseback transactions permitted under clause (a)(ii) and (iii) above;

(iv) liens securing obligations under a general lien basket in an amount not to exceed $430 million and 40% of Adjusted EBITDA, and

(v) unlimited liens (x) subject to pro forma compliance with a First Lien Leverage Ratio of equal to or less than 3.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a pari passu basis with the Credit Facilities (which in no event may be made on a "first out" basis) and (y) subject only to pro forma compliance with a Secured Leverage Ratio of equal to or less than 5.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a junior basis to the Credit Facilities; provided that the holders (or agent thereof) of any indebtedness subject to such liens shall enter into an intercreditor agreement with the Agent on terms reasonably satisfactory to the Agent or in a form to be agreed prior to the Closing Date and attached as an exhibit to the Facilities Documentation;

(c)   limitations on fundamental changes (which shall permit, among other things, acquisitions and similar investments consummated as mergers, amalgamations or consolidations, and shall include customary successor borrower provisions);

(d)   limitations on transfers, dispositions, sale leasebacks, sales of assets, and any series of related dispositions in excess of the greater of $55 million and 5% of Adjusted EBITDA, with exceptions to include (without limitation, but which exceptions shall not permit transfers, dispositions, sales or sale leasebacks related to C-Band assets prior to the receipt of all C-Band Proceeds and Clearing Cost Payments that are not Phase I C-Band Proceeds and Clearing Cost Payments ("Phase II C-Band Proceeds and Clearing Cost Payments")):

(i) sales or leases (including sales-type leases) of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer used or useful in the business or assets no longer commercially reasonable to retain (including the sale or leasing of transponders or transponder capacity and the leasing or licensing of teleports),

(ii) dispositions of any other assets on an unlimited basis for fair market value so long as (x) no payment or bankruptcy event of default has occurred and is continuing or would result therefrom at the time of execution of a binding agreement in respect thereof and (y) at least 75% of the consideration for such disposition consists of cash or cash equivalents (subject to customary exceptions to the cash consideration requirement to be set forth in the Facilities Documentation, including

a basket of the greater of $320 million and 30% of Adjusted EBITDA for non-cash consideration that may be designated as cash consideration) and the proceeds thereof are applied in accordance with the mandatory prepayment provisions (including the reinvestment provisions) of the Term Loan A Facility and Term Loan B Facility (solely to the extent required thereby),

(iii) additional dispositions of up to the greater of $55 million and 5% of Adjusted EBITDA,

(iv) dispositions of certain Excluded Satellites (to be defined, for purposes of this exception in the Facilities Documentation consistent with the Prepetition Secured Notes, except that, for purposes of this exception (x) the threshold in clause (i) of such definition shall be replaced with $25 million and (y) the threshold in clause (ii) thereof shall be replaced with $100 million);

(e) limitations on investments and acquisitions, which will permit, among other things:

(i) (A) investments in unrestricted subsidiaries in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA and (B) investments in joint ventures in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(ii) investments in similar businesses (x) in an aggregate outstanding amount not to exceed the greater of $240 million and 22.5% of Adjusted EBITDA, or (y) if as a result of such investment, such person, in one transaction or a series of related transactions, (1) becomes a restricted subsidiary of the Borrower or (2) is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a restricted subsidiary, in each case, any investment held by such Person; provided that, with respect to clause (2), such investment was not acquired by such person in contemplation of such merger, consolidation, amalgamation, division, transfer, conveyance or liquidation,

(iii) a general investments basket in an aggregate outstanding amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA,

(iv) unlimited investments subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.50 to 1.00 (or not higher than immediately before such investment),

(v) advances and loans to management and employees not in excess of the greater of $30 million and 2.5% of Adjusted EBITDA,

(vi) investments in subsidiaries or joint ventures formed for the purpose of selling or leasing transponders or transponder capacity to third-party customers in the ordinary course of business, provided that all such investments do not exceed 10% of the aggregate transponder capacity for all in-orbit transponders then owned by the Borrower and its restricted subsidiaries;

(vii) investments in non-guarantor restricted subsidiaries not in excess of the greater of $160 million and 15% of Adjusted EBITDA, and

(viii) investments under other customary exceptions to be set forth in the Facilities Documentation;

(f) limitations on dividends or distributions on, or redemptions or repurchases of, equity, which shall permit, among other things:

(i) dividends, distributions or redemptions with a basket in a cumulative amount (the "Applicable Amount") equal to the sum of (which amount shall not in any event be less than zero) (A) the greater of $320 million and 30% of Adjusted EBITDA plus (B) (x) cumulative Adjusted EBITDA from and after the end of the first fiscal quarter ending after the Closing Date (which shall not in any event be less than zero) minus (y) 1.4 times Fixed Charges (to be defined in the Facilities Documentation), plus (C) other customary builders to be set forth in the Facilities Documentation, provided that solely for usage of clause (B) above, on a pro forma basis, First Lien Leverage Ratio is less than or equal to 4.00 to 1.00,

(ii) additional dividends, distributions or redemptions, subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 3.00 to 1.00,

(iii) dividends, distributions or redemptions with a general basket in an amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(iv) after a qualifying initial public offering, dividends on common equity not to exceed in any fiscal year the greater of 6% of the amount of net cash proceeds from public offerings and 6% of market capitalization,

(v) restricted payments to repurchase employee equity in an amount not to exceed the greater of $55 million and 5% of Adjusted EBITDA per calendar year (with unused amounts carried over to next succeeding year, but not to any subsequent year),

(vi) restricted payments to any direct or indirect parent of the Borrower or any Guarantor in an amount not to exceed $5 million per year, but unlimited with respect to certain customary ordinary course payments to be agreed (including, to the extent the Borrower is a member of a consolidated, unitary or similar tax group, customary tax distributions to any parent of the Borrower),

(vii) restricted payments in connection with sale leaseback transactions so long as such payments do not exceed the net proceeds of such sale leaseback transactions,

(viii) payments of dividends on permitted disqualified stock, and

(ix) restricted payments in connection with the Further Accelerated Relocation Payments (in each case, as defined in the applicable agreement governing the Series A Contingent Value Rights and Series B Contingent Value Rights), each as determined to be due and owing to holders of each of the Series A Contingent Value Rights and Series B Contingent Value Rights to be issued pursuant to the Plan (the "CVR Proceeds");

(g) limitations on prepayments, repurchases or redemptions of debt expressly subordinated in right of payment to the Credit Facility above a threshold amount (with a grower component) ("Junior Debt") prior to one year prior to its maturity with exceptions to include, among other things, prepayments, redemptions and repurchases made:

(i) from a general basket in an amount not to exceed the greater of $320 million and 30% of Adjusted EBITDA, and

(ii) from an unlimited general basket, provided that (x) there is no existing or resulting event of default and (y) the Borrower shall be in compliance on a pro forma basis with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.75 to 1.00;

(h) restrictions on subsidiary distributions, subject to exceptions to be agreed in the Facilities Documentation;

(i) prior to the Conversion Date, bankruptcy matters consistent with the Existing DIP Credit Agreement; and

(j) a passive holdings covenant (applicable to each Parent Guarantor (including Immediate Parent and any successor entity owning the stock of the Borrower)) subject to terms and exceptions to be mutually agreed.

Notwithstanding the foregoing, prior to the Conversion Date, the Facilities Documentation shall restrict the Loan Parties' abilities to utilize certain baskets hereunder in a manner to be further negotiated (including the extent to which (if at all) such restrictions shall be materially different than the restrictions included in the Existing DIP Credit Agreement) and agreed.

Prior to the Conversion Date, the events of default shall be usual and customary for super-priority debtor-in-possession credit facilities of this type.

Upon the Conversion Date, the events of default shall be usual and customary for credit facilities of this type; provided that the exception in Section 8.01(i) of the Precedent Credit Agreement with respect to the Administrative Agent's acts or omissions in its sole control, or failure of the collateral agent to maintain possession of certificates representing pledged securities, shall not be included. The Facilities Documentation shall contain customary "net short" provisions applicable to the Term Loan B Facility (which in any event shall not apply to Lenders that are regulated banks or affiliates of regulated banks).

The Facilities Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted "repricing transaction" (i.e., a transaction in which any tranche of loans is refinanced with a replacement tranche of loans, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding loans subject to such "repricing transaction" that will continue as a Lender in respect of the repriced tranche of loans or modified loans.

The Facilities Documentation shall contain customary provisions for replacing Defaulting Lenders and terminating their commitments, replacing Lenders claiming increased costs, tax gross-ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Facilities Documentation shall have consented thereto.

The Facilities Documentation may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order (x) to correct or cure ambiguities, errors, omissions, defects (including to correct or cure incorrect cross references or similar inaccuracies) or (y) to effect administrative changes of a technical or immaterial nature, in each case, as jointly identified by the Borrower and the Administrative Agent.

The Lenders will be permitted to sell participations (other than to certain Disqualified Institutions). Voting rights of participants shall be limited to matters set forth under "Voting" above with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.

In addition, with respect to Term B Loans, non-pro rata distributions will be permitted in connection with loan buy-back or similar programs and assignments to, and purchases by, the Borrower and its affiliates on terms usual and customary for credit facilities of this type.

Assignments of Term B Loans to the Borrower or any of its restricted subsidiaries shall be permitted pursuant to open market purchases or "Dutch auctions" so long as (i) in the case of "Dutch auctions", any offer to purchase or take by assignment any Term B Loans by the Borrower shall have been made to all Lenders within the Term Loan B Facility (but not, for the avoidance of doubt, to each class of the Term Loan Facility) pro rata (with buyback mechanics to be set forth in the Facilities Documentation), (ii) the loans purchased are immediately and automatically cancelled and (iii) no proceeds from any loan under the Revolving Credit Facility shall be used to fund such assignments. There will be no caps on the amount of open market purchases by the Borrower or any of its restricted subsidiaries.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

Each Loan Party shall have executed and delivered the Facilities Documentation (consistent with this Credit Facilities Term Sheet), including guarantees and security documents such that the Lenders have the priority in the Collateral described by the Credit Facilities Term Sheet, and the Lenders shall have received customary closing certificates, secretary's certificates, good standing certificates, evidence of authority and insurance, and legal opinions from New York and Luxembourg counsel for the Loan Parties and other counsel for the Loan Parties in material jurisdictions where the Loan Parties are organized.

The Administrative Agent, the Lead Arrangers and the Creditor Commitment Parties shall have received payment of all fees agreed to be paid on or prior to the Closing Date, including legal expenses of counsel (to the extent required under the Commitment Letter) invoiced at least three (3) business days prior to the Closing Date.

The Administrative Agent and the Lead Arrangers shall have received (i) at least three (3) business days prior to the Closing Date, all documentation and other information about the Borrower that shall have been reasonably requested by the Administrative Agent, the Lead Arrangers, the Creditor Commitment Parties and the Lenders in writing at least ten (10) business days prior to the Closing Date and that the Administrative Agent and the Lead Arrangers reasonably determine is required by applicable regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least three (3) business days prior to the Closing Date, if the Borrower qualifies as a "legal entity" customer under 31 C.F.R. Section 1010.230 and the Administrative Agent or any Lenders has requested such certification at least seven (7) business days prior to the Closing Date, a beneficial ownership certification in relation to the Borrower, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers, published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

The representations and warranties of the Borrower and each other Loan Party contained in Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

No default or event of default shall exist, or would result from the funding of the initial Loans and the issuance of the New Secured Notes.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect). "Material Adverse Effect" shall mean any event, condition or occurrence that has had, or would reasonably be expected to have, a

(1) Substantially concurrently with the funding by or on behalf of the holders of commitments of Term Loans that are affiliates of the Lead Arrangers (the "Lead Arranger Commitment Parties") of the initial Term Loans on the Closing Date, the Borrower shall have received from the additional holders of commitments of Term Loans (the "Creditor Commitment Parties") an aggregate amount equal to (i) $500,000,000 in gross cash proceeds of funded Term A Loans under the Term Loan A Facility and (ii) $500,000,000 in gross cash proceeds of funded Term B Loans under the Term Loan B Facility, in each case, (x) or such lesser amount resulting from the application of the Term Loan A Reduction Amount and/or the Term Loan B Reduction Amount, (y) on the same terms and subject to the same conditions as the respective Term Loans funded by the Lead Arranger Commitment Parties on the Closing Date and (z) subject to "lock-up" provisions restricting the ability of the Creditor Commitment Parties to offer, sell or resell, contract to sell or resell or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition by the Purchasers), directly or indirectly, loans under the Term Loan A Facility or the Term Loan B Facility (in each case, subject to de minimis exceptions to be agreed) until 30 days after the earlier of (x) the Syndication Date (as defined below) and (y) 60 days after the Confirmation Order is approved by the Bankruptcy Court (provided that such "lock-up" provisions do not restrict any Creditor Commitment Party if such Creditor Commitment Party, in its reasonable judgment, determines that it is advisable to sell or otherwise dispose of the loans under the Term Loan A Facility or Term Loan B Facility to (a) satisfy one or more redemption requests that would reduce the total net asset value of any fund or account to 50% or less of the net asset value of such Creditor Commitment Party as of the date hereof, or (b) with respect to any Creditor Commitment Party that is a separate account, satisfy the request of any separate account to liquidate and close such account, then the "lock-up provisions" shall not apply to the disposition of the Term A Loans and/or Term B Loans deemed advisable by such Creditor Commitment Party, in its reasonable judgment, to satisfy such requests). (2) Substantially concurrently with the funding by or on behalf of the Creditor Commitment Parties of the initial Term Loans on the Closing Date, the Borrower shall have received from the Lead Arranger Commitment Parties an aggregate amount equal to (i) $500,000,000 in gross cash proceeds of funded Term A Loans under the Term Loan A Facility and (ii) $2,875,000,000 in gross cash proceeds of funded Term B Loans under the Term Loan B Facility, in each case, (x) or such lesser amount resulting from the application of the Term Loan A Reduction Amount and/or the Term Loan B Reduction Amount, (y) on the same terms and subject to the same conditions as the respective Term Loans funded by the Creditor Commitment Parties on the Closing Date. "Syndication Date" shall mean the earlier of (i) a Successful Term Loan B Syndication Date (as defined below) and (ii) 30 days following the Closing Date. For purposes of this paragraph, "Successful Term Loan B Syndication Date" shall mean the first date that the Lead Arranger Commitment Parties (or their affiliates) hold commitments and loans in respect of the Term Loan B Facility that have not been assigned or participated of not greater than $0, plus commitments which the applicable Lead Arranger Commitment Party (or its affiliate) affirmatively elects to hold for its own account.

Prior to, or substantially concurrently with, the funding of the initial Term Loans on the Closing Date, the Borrower shall have received from the Creditor Commitment Parties an aggregate amount equal to $3,000,000,000 in gross cash proceeds of the New Secured Notes on terms consistent with that certain Commitment Letter between the Creditor Commitment Parties and the Company as in effect on the date hereof (it being understood that any amendment or modification thereof that is materially adverse to the Lead Arrangers and/or the Lenders in their capacity as such shall require the prior written consent of the Lead Arrangers), which will provide, among other things, for the appointment of certain financial institutions acceptable to us as book-running managers, and subject to customary "lock-up" provisions restricting the ability of the Creditor Commitment Parties to offer, sell or resell, contract to sell or resell or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition by the Purchasers), directly or indirectly, the New Secured Notes (subject to de minimis exceptions to be agreed) until 30 days after the earlier of (x) the Syndication Date and (y) 60 days after the Confirmation Order is approved by the Bankruptcy Court (provided that such "lock-up" provisions do not restrict any Creditor Commitment Party if such Creditor Commitment Party, in its reasonable judgment, determines that it is advisable to sell or otherwise dispose of New Secured Notes to (a) satisfy one or more redemption requests that would reduce the total net asset value of any fund or account to 50% or less of the net asset value of such Creditor Commitment Party as of the date hereof, or (b) with respect to any Creditor Commitment Party that is a separate account, satisfy the request of any separate account to liquidate and close such account, then the "lock-up provisions" shall not apply to the disposition of New Secured Notes deemed advisable by such Creditor Commitment Party, in its reasonable judgment, to satisfy such requests).

The Administrative Agent shall have received a 13-week budget.

The Final DIP Order shall have been entered and shall authorize and direct payment in full of the Prepetition Secured Debt and the Existing DIP Credit Facility with the proceeds of the Loans and the New Secured Notes.

The Confirmation Order (as defined in the Plan Support Agreement) shall have been entered.

The Final DIP Order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated or subject to a stay pending appeal, in any manner, without the consent of the Lead Arrangers. The Loan Parties shall be in compliance in all respects with the Final DIP Order and the Confirmation Order.

No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases. None of the Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code.

Entry by the Bankruptcy Court of an order (the "Confirmation Order") confirming the Plan, which Confirmation Order and Plan shall (w) provide a resolution of SES Americom Inc.'s claims relating to the C-Band Alliance Agreement (the "SES Claims") in a manner acceptable to the Lead Arrangers and the Required Consenting Jackson Crossover Group Members, (x) otherwise be in form and substance reasonably acceptable to the Lead Arrangers and the Required Consenting Jackson Crossover Group Members, (y) be consistent with the consent rights set forth in the Plan Support Agreement, and (z) be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable..

The Lead Arrangers shall have been afforded a "Marketing Period" of 10 consecutive business days after the delivery to the Commitment Parties of the CIM (as defined in the Bank Commitment Letter); provided that the Marketing Period shall not commence prior to the latest of (i) January 4, 2022, (ii) the delivery of the CIM and (iii) the date the Confirmation Order is approved by the Bankruptcy Court, unless otherwise agreed by the Lead Arrangers.

Prepetition Secured Debt and the Existing DIP Credit Facility shall be paid in full and the liens securing the foregoing shall be released substantially concurrently therewith.

Entry by the Bankruptcy Court of an order (the "Settlement Order") approving the Settlement Agreement (as defined in the Plan as of the date hereof), which Settlement Order shall be in form and substance reasonably acceptable to the Lead Arrangers and Required Consenting Jackson Crossover Group Members and shall be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable.

The final version of the Plan Supplement (as defined in the Plan) 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 (as defined in the Plan), and the Definitive Documents (as defined in the Plan) shall comply with the PSA Definitive Document Requirements

(i) Each of the Plan, the Confirmation Order and the Settlement Order shall be in full force and effect and no stay thereof shall be in effect, and shall not have been reversed, modified, amended, or vacated, or any provision contained therein waived, in each case in any manner that impacts the resolution of the SES Claims or is otherwise materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable, and (ii) all conditions precedent to the effectiveness of the Plan shall have been (or will be substantially concurrently) satisfied or waived (to the extent such waiver is not materially adverse to the Lenders) and the effective date under the Plan shall have occurred or will occur substantially concurrently with the Conversion Date.

No event of default shall exist immediately prior or immediately after the occurrence of the Conversion Date.

The Borrower shall have paid (or caused to be paid) all fees and expenses under the Facilities Documentation required to be paid on the Conversion Date, invoiced at least three business days prior to the Conversion Date.

The Administrative Agent shall have received a customary solvency certificate (after giving effect to the Transactions).

(i) The representations and warranties shall be true and correct in all material respects on the Conversion Date; provided that any such representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects after giving effect to such qualification and (ii) no default or event of default shall have occurred and be continuing under the Facilities Documentation or would result from any of the foregoing.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect).

The Administrative Agent shall have received (i) at least three (3) business days prior to the Conversion Date, all documentation and other information about the Borrower that shall have been reasonably requested by the Administrative Agent, in writing at least ten (10) business days prior to the Conversion Date and that the Administrative Agent reasonably determines is required by applicable regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least three (3) business days prior to the Conversion Date, if the Borrower qualifies as a "legal entity" customer under 31 C.F.R. Section 1010.230 and the Administrative Agent has requested such certification at least seven (7) business days prior to the Conversion Date, a beneficial ownership certification in relation to the Borrower, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers, published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

Each Loan Party shall have executed and delivered guarantees and security documents (in each case, consistent with this Term Sheet) and the Lenders shall have received customary closing certificates, secretary's certificates, good standing certificates, stock certificates and instruments (with undated stock powers and note powers executed in blank) evidence of authority and insurance, and legal opinions for the Loan Parties (consistent with the requirements of the opinions to be delivered on the Closing Date).

On the Conversion Date, the sum or (1) unused commitments under the Revolving Credit Facility plus (2) the amount of cash and cash equivalents of the Borrower and its Subsidiaries that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP shall not be less than $375 million.

The aggregate amount of total indebtedness and unfunded commitments in respect of indebtedness of the Borrower and its restricted subsidiaries shall not exceed $8,000 million on a pro forma basis after giving to the Transactions.

The Administrative Agent shall have received a Conversion Date certificate, which shall include a certification as to solvency on the Conversion Date after giving effect to the Transactions and other transactions on or prior to the Conversion Date, and a certification as to the satisfaction of the conditions set forth in clauses a, e, f, i and j above.

Prepetition Credit Agreement: That certain Credit Agreement, dated as of January 12, 2011 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Issuer, Intelsat (Luxembourg) S.A., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other party thereto (the "Prepetition Credit Agreement").

Prepetition Secured Notes: (i) The Issuer's 8.0% Senior Secured Notes due 2024 and (ii) the Issuer's 9.5% Senior Secured Notes due 2022 (collectively, the "Prepetition Secured Notes" and, together with the obligations under the Prepetition Credit Agreement, the "Prepetition Secured Debt").

Prepetition Unsecured Notes: (i) The Issuer's 5.5% Senior Notes due 2023, (ii) the Issuer's 8.5% Senior Notes due 2024, (iii) the Issuer's 9.75% Senior Notes due 2025.

Existing DIP Credit Agreement: That certain Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of September 14, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Issuer, as borrower, Intelsat (Luxembourg) S.A., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties thereto (the "Existing DIP Credit Agreement", and the credit facility provided thereunder, the "Existing DIP Credit Facility").

"Petition Date"). The Debtors will be reorganized pursuant to the Second Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and its Debtor Affiliates, filed in the United States Bankruptcy Court for the Eastern District of Virginia (the "Bankruptcy Court") on August 31, 2021 (Docket No. 2773), as may be amended from time to time (together with all schedules, documents and exhibits contained therein, and any amendments, supplements, modifications or waivers thereto that are not, taken together, materially adverse to the Purchasers, the "Plan"), provided that any such amendment, supplement, modification or waiver solely to permit the Non-TopCo Plan (as defined in the Plan) shall be deemed not to be materially adverse to the Purchasers; provided, further, that any such amendments or modifications shall be subject to the consent rights set forth in the Plan Support Agreement (as defined in the Plan).

In connection with the foregoing, (1) the Issuer will issue "superpriority debtor-in-possession and superpriority senior secured exit" indebtedness in an aggregate principal amount of approximately $1,500 million in the form of (a) the $500 million Revolving Credit Facility (the "Revolving Credit Facility") described below and (b) the $1,000 Term Loan A Facility described below (the "Term Loan A Facility"), (2) the Issuer will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,375 million Term Loan B Facility described below (the "Term Loan B Facility" and, together with the Revolving Credit Facility and the Term Loan A Facility, the "Credit Facilities") and (3) the Issuer will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,000 million of the New Secured Notes. The fees, premiums and expenses incurred in connection with the foregoing and transactions (including the Transactions (as defined below)) related thereto (such fees and expenses, the "Transaction Costs").

The transactions described above, together with the transactions related thereto (including the payment of all Transaction Costs), are collectively referred to herein as the "Transactions". "Credit Facilities Closing Date" shall mean the date that the initial loans under the Credit Facilities are funded. The Notes Closing Date shall occur upon the satisfaction of certain conditions precedent and other terms and conditions contained in Annex I hereto (such date, the "NotesClosing Date").

The New Secured Notes will be secured by a perfected, first priority security interest (subject to permitted liens and other exceptions to be set forth in Indenture) in the Collateral (as defined below).

"Collateral" means (x) prior to the Conversion Date, all assets of the Debtors consistent with the Existing DIP Credit Agreement, and the proceeds of any causes of action under Bankruptcy Code sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code, and, for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments and (y) on and after the Conversion Date, substantially all personal property and material domestic fee-owned real property (with a fair market value in excess of $20,000,000) of the Issuer and the Guarantors, and for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments, subject to customary exceptions (such exceptions to be consistent with, and in no event less extensive than, the exceptions under the Prepetition Credit Agreement). For the avoidance of doubt, (i) in no event shall Collateral include the Excluded Property (to be defined in the Indenture) and (ii) no account control agreements shall be required.

In accordance with the final order of the Bankruptcy Court approving the Indenture and related documentation (including the Commitment Letter) and authorizing the use of proceeds of the Indenture and the New Secured Notes to refinance Prepetition Secured Debt and the Existing DIP Credit Facility (and release the liens securing the foregoing upon their repayment), including, subject to entry of the Secured Creditor Settlement Order (as defined in the Plan), payment of all amounts required to be paid pursuant to the Secured Creditor Settlement Order (which may occur on the Conversion Date), which order shall be in form and substance acceptable to the Purchasers (the "Final DIP Order"), prior to the Conversion Date all of the liens described herein shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the collateral agent of, or over, any Collateral, as set forth in the Final DIP Order.

For the avoidance of doubt, Excluded Property shall (a) include assets to the extent the granting of a security interest therein would result in material and adverse tax consequences, as reasonably determined by the Issuer or the applicable Guarantor, as applicable, and (b) include the Secured Creditor Claims Disputed Distribution Trust Account (as defined in the Plan) (if any), but (c) exclude the property in the Secured Creditor Claims Disputed Distribution Trust Account to the extent such property is determined not to be payable to Holders of First Lien Note Claims set forth in the Plan.

On the Conversion Date, the Immediate Parent shall provide a pledge of the shares of the Issuer.

All the above-described pledges and security interests shall be created on terms, and subject to exceptions, permitted under the Notes Documentation.

Prior to the Conversion Date, all obligations of the Debtors with respect to the New Secured Notes shall be secured on a pari passu basis with the Credit Facilities (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into by the Credit Facilities Closing Date and, upon entry of, and subject to, the Final DIP Order and subject to the Carve-Out (as defined in the Final DIP Order):

(i) pursuant to section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed claim against the Issuer and the Guarantors in any of the Cases which is an administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code, having priority over any and all administrative expenses of the kind specified in section 503(b) or 507(b) of the Bankruptcy Code in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code;

(ii) pursuant to section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(b) of the Bankruptcy Code, which shall be secured on a pari passu basis between the Credit Facilities and the New Secured Notes;

(iii) pursuant to section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all Collateral to the extent that such Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the "Permitted Prior Liens"); and

(iv) pursuant to section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming lien on all Collateral, which liens shall be senior to the liens (the "Primed Liens") securing the Prepetition Credit Agreement, the Prepetition Secured Notes and the Existing DIP Credit Facility (if any) and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted under the Notes Documentation that (a) are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence and had priority (as permitted by the Prepetition Credit Agreement and documentation governing the Prepetition Secured Notes) over the liens securing the Prepetition Credit Agreement and the Prepetition Secured Notes immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or (b) have priority over the liens securing the Prepetition Credit Agreement and the Prepetition Secured Notes after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the "Priming Liens") and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the Notes Documentation.

The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens.

Upon the Conversion Date, all obligations of the Debtors with respect to the New Secured Notes shall be secured on a pari passu basis with the Credit Facilities (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into on the Conversion Date.

The New Secured Notes will include a special mandatory redemption provision by the Issuer at 100% of the principal amount of the New Secured Notes, using an outside date for the Conversion Date equal to December 31, 2022 (the "Special Mandatory Redemption Provision"). The terms of the Special Mandatory Redemption Provision will be consistent with the Precedent Indenture. For the avoidance of doubt, the Special Mandatory Redemption provision does not required the Issuer to redeem the New Secured Notes with proceeds from C-Band Proceeds & Clearing Costs reimbursements.

The New Secured Notes will include a call right equal to 101% of the principal amount of the New Secured Notes pursuant to the Optional Redemption Provision to redeem with proceeds from C-Band Proceeds & Clearing Costs reimbursements (as to be defined in the Indenture).

The New Secured Notes shall include a customary "equity clawback" provision allowing redemption of up to 40% (together with any Additional Notes issued under the Indenture) of the then-outstanding New Secured Notes at 100% plus the coupon using the proceeds of an equity offering

Limited to the following (to be applicable to the Issuer and its restricted subsidiaries only):

(a) limitations on debt, which shall not prohibit, among other things, the incurrence of:

(i) indebtedness incurred under any "credit facility" (to be defined in the Indenture), including letters of credit or bankers' acceptances issued or created under any credit facility, and guarantees in respect of such indebtedness (with a customary ability to reclassify) equal to the sum (a) $4,875 million (minus the amount of any commitment reductions and/or repayments of the Term Loan A Facility), (b) the greater of $1,070 million and 100% Adjusted EBITDA, with an additional permitted amount of (1) first lien debt if the First Lien Secured Leverage Ratio is less than or equal to 4.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence), (2) junior secured debt if the Secured Leverage Ratio is less than or equal to 5.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) and (3) unsecured debt if the Total Leverage Ratio is less than or equal to 5.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence);

(ii) purchase money indebtedness and capital leases not to exceed the greater of $270 million and 25% of Adjusted EBITDA;

(iii) indebtedness related to sale leaseback transactions in an amount not to exceed the greater of $320 million and 30% of Adjusted EBITDA;

(iv) indebtedness if, on a pro forma basis, Total Leverage Ratio does not exceed 5.50 to 1.00;

(v) qualified securitization facilities, factoring facilities and/or receivables purchase and/or sale facilities (excluding C-Band Proceeds and Clearing Cost Payments) subject to customary qualifications to be set forth in the Indenture;

(vi) in connection with a permitted acquisition or any other permitted investment, (x) indebtedness assumed in connection therewith, to the extent not incurred in the contemplation of the acquisition, and (y) indebtedness incurred in connection therewith, in each case, (i) in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA, (ii) so long as, on a pro forma basis, either (1) the Issuer would be permitted to incur at least $1.00 of additional Permitted Ratio Debt (to be defined in the Indenture) or (2) Total Leverage Ratio is less than or equal to the Total Leverage Ratio immediately prior to such acquisition or investment or (iii) such indebtedness constitutes Acquired Indebtedness (to be defined in the Notes Documentation) (other than indebtedness incurred in contemplation of such acquisition); provided that, in the case of this clause (iii), the only obligors with respect to such Indebtedness shall be those who were obligors of such Indebtedness prior to such acquisition, merger, amalgamation or consolidation;

(vii) indebtedness under a general debt basket in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA;

(viii) indebtedness of non-Guarantor subsidiaries under a basket in an amount not to exceed the greater of $215 million and 20% of Adjusted EBITDA;

(ix) indebtedness of the Issuer or the Guarantors in an amount equal to 100% of any cash common equity contribution (other than "disqualified stock") to the Issuer following the Notes Closing Date;

(x) seller financing indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA;

(xi) indebtedness incurred in connection with "disqualified stock" not to exceed the greater of $215 million and 20% of Adjusted EBITDA;

(xii) indebtedness incurred in connection with permitted investments in joint ventures in an amount equal to the greater of $215 million and 20% of Adjusted EBITDA;

(xiii) letter of credit indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA;

(xiv) guarantee obligations to permit foreign currency transactions or the funding of transfers not to exceed the greater of $215 million and 20% of Adjusted EBITDA; and

(xv) indebtedness not to exceed the amount of certain restricted payment baskets permitted to be made;

(b) limitations on liens, which shall permit, among other things:

(i) liens securing indebtedness incurred pursuant to clause (a)(i), (v), (x) (provided that such liens shall be limited to the assets and/or entities being acquired in such seller financing (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents)), (xiii), and (xvi) above;

(ii) liens securing indebtedness assumed or incurred pursuant to clause (a)(vi) above (provided that, if assumed, such liens extend only to the same assets (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents) that such liens extended to, and secure the same indebtedness, that such liens secured, immediately prior to such assumption and were not created in contemplation thereof);

(iii) liens securing purchase money indebtedness, capital leases and indebtedness related to sale leaseback transactions permitted under clause (a)(ii) and (iii) above;

(iv) liens securing obligations under a general lien basket in an amount not to exceed $430 million and 40% of Adjusted EBITDA; and

(v) unlimited liens (x) subject to pro forma compliance with a First Lien Leverage Ratio of equal to or less than 4.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a pari passu basis with the New Secured Notes and (y) subject to pro forma compliance with a Secured Leverage Ratio of equal to or less than 5.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a junior basis to the New Secured Notes; provided that the holders (or agent thereof) of any indebtedness subject to such liens shall enter into an intercreditor agreement with the collateral agent for the New Secured Notes on terms reasonably satisfactory to such collateral agent or in a form to be agreed prior to the Notes Closing Date;

(c)   limitations on fundamental changes (which shall permit, among other things, acquisitions and similar investments consummated as mergers, amalgamations or consolidations, and shall include customary successor issuer provisions);

(d)   limitations on transfers, dispositions, sale leasebacks, sales of assets, and any series of related dispositions, in excess of the greater of $55 million and 5% of Adjusted EBITDA, with exceptions to include (without limitation, but which exceptions shall not permit transfers, dispositions, sales or sale leasebacks related to C-Band assets prior to the receipt of all C-Band Proceeds and Clearing Cost Payments that are not Phase I C-Band Proceeds and Clearing Cost Payments ("Phase II C-Band Proceeds and Clearing Cost Payment"):

(i) sales or leases (including sales-type leases) of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer used or useful in the business or assets no longer commercially reasonable to retain (including the sale or leasing of transponders or transponder capacity and the leasing or licensing of teleports);

(ii) dispositions of any other assets on an unlimited basis for fair market value so long as (x) no payment or bankruptcy event of default has occurred and is continuing or would result therefrom at the time of execution of a binding agreement in respect thereof and (y) at least 75% of the consideration for such disposition consists of cash or cash equivalents (subject to customary exceptions to the cash consideration requirement to be set forth in the Indenture, including a basket of the greater of $320 million and 30% of Adjusted EBITDA for non-cash consideration that may be designated as cash consideration) and the proceeds thereof are applied in accordance with the provisions of the Indenture;

(iii) additional dispositions of up to the greater of $55 million and 5% of Adjusted EBITDA; and

(iv) dispositions of certain Excluded Satellites (to be defined, for purposes of this exception in the Indenture consistent with the Prepetition Secured Notes, except that, for purposes of this exception (x) the threshold in clause (i) of such definition shall be replaced with $25 million and (y) the threshold in clause (ii) thereof shall be replaced with $100 million);

(e) limitations on investments and acquisitions, which will permit, among other things:

(i) (A) investments in unrestricted subsidiaries in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA and (B) investments in joint ventures in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA;

(ii) investments in similar businesses (x) in an aggregate outstanding amount not to exceed the greater of $240 million and 22.5% of Adjusted EBITDA, or (y) if as a result of such investment, such person, in one transaction or a series of related transactions, (1) becomes a restricted subsidiary of the Issuer or (2) is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a restricted subsidiary, in each case, any investment held by such Person; provided that, with respect to clause (2), such investment was not acquired by such person in contemplation of such merger, consolidation, amalgamation, division, transfer, conveyance or liquidation;

(iii) a general investments basket in an aggregate outstanding amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA;

(iv) unlimited investments subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.50 to 1.00 (or not higher than immediately before such investment);

(v) advances and loans to management and employees not in excess of the greater of $30 million and 2.5% of Adjusted EBITDA;

(vi) investments in subsidiaries or joint ventures formed for the purpose of selling or leasing transponders or transponder capacity to third-party customers in the ordinary course of business, provided that all such investments do not exceed 10% of the aggregate transponder capacity for all in-orbit transponders then owned by the Issuer and its restricted subsidiaries;

(vii) investments in non-guarantor restricted subsidiaries not in excess of the greater of $160 million and 15% of Adjusted EBITDA; and

(viii) investments under other customary exceptions to be set forth in the Indenture;

(f) limitations on dividends or distributions on, or redemptions or repurchases of, equity, which shall permit, among other things:

(i) dividends, distributions or redemptions with a basket in a cumulative amount (the "Applicable Amount") equal to the sum of (which amount shall not in any event be less than zero) (A) the greater of $320 million and 30% of Adjusted EBITDA plus (B) (x) cumulative Adjusted EBITDA from and after the end of the first fiscal quarter ending after the Notes Closing Date (which shall not in any event be less than zero) minus (y) 1.4 times Fixed Charges (to be defined in the Indenture), plus (C) other customary builders to be set forth in the Indenture, provided that solely for usage of clause (B) above, on a pro forma basis, First Lien Leverage Ratio is less than or equal to 5.50 to 1.00;

(ii) additional dividends, distributions or redemptions, subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.00 to 1.00;

(iii) dividends, distributions or redemptions with a general basket in an amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA;

(iv) after a qualifying initial public offering, dividends on common equity not to exceed in any fiscal year the greater of 6% of the amount of net cash proceeds from public offerings and 6% of market capitalization;

(v) restricted payments to repurchase employee equity in an amount not to exceed the greater of $55 million and 5% of Adjusted EBITDA per calendar year (with unused amounts carried over to next succeeding year, but not to any subsequent year);

(vi) restricted payments to any direct or indirect parent of the Issuer or any Guarantor in an amount not to exceed the greater of $55 million and 5% of Adjusted EBITDA, but unlimited with respect to customary and ordinary course payments to be agreed (including, to the extent the Issuer is a member of a consolidated, unitary or similar tax group, customary tax distributions to any parent of the Issuer);

(vii) restricted payments in connection with sale leaseback transactions in an amount not to exceed the greater of $320 million and 30% of Adjusted EBITDA;

(viii) payments of dividends on permitted disqualified stock; and

(ix) restricted payments in connection with the Further Accelerated Relocation Payments (in each case, as defined in the applicable agreement governing the Series A Contingent Value Rights and Series B Contingent Value Rights), each as determined to be due and owing to holders of each of the Series A Contingent Value Rights and Series B Contingent Value Rights to be issued pursuant to the Plan (the "CVR Proceeds");

(g) limitations on prepayments, repurchases or redemptions of debt expressly subordinated in right of payment to the Credit Facility above a threshold amount (with a grower component) ("Junior Debt") prior to one year prior to its maturity with exceptions to include, among other things, prepayments, redemptions and repurchases made:

(i) from a general basket in an amount not to exceed the greater of $320 million and 30% of Adjusted EBITDA; and

(ii) from an unlimited general basket, provided that (x) there is no existing or resulting event of default and (y) the Issuer shall be in compliance on a pro forma basis with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.75 to 1.00; and

(h) restrictions on subsidiary distributions, subject to exceptions to be set forth in the Indenture.

Notwithstanding the foregoing, prior to the Conversion Date, the Indenture shall restrict the Issuer's, the Guarantors' and the restricted subsidiaries' abilities to utilize certain baskets hereunder in a manner to be further negotiated (including the extent to which (if at all) such restrictions shall be materially different than the restrictions included in the Existing DIP Credit Agreement) and agreed.

The Indenture will include a customary reporting covenant consistent with the Precedent Indenture. Further, as long as the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer will furnish to the trustee within 15 calendar days of the periods specified below:

•  within 120 days (or 150 days in the case of the fiscal year containing the Conversion Date) after the end of each fiscal year all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a "Management's discussion and analysis of financial condition and results of operations" and a report on the annual financial statements by the Issuer's independent registered public accounting firm, subject to customary exceptions consistent with the Precedent Indenture; and

•  within 60 days (or 75 days in the case of the first three fiscal quarters containing or after the Conversion Date) after the end of each fiscal year all financial information that would be required to be contained in an annual report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a "Management's discussion and analysis of financial condition and results of operations", subject to customary exceptions consistent with the Precedent Indenture.

Prior to the Conversion Date, the events of default shall be usual and customary for super-priority debtor-in-possession high-yield bonds of this type.

Upon the Conversion Date, the events of default shall be usual and customary for high-yield bonds of this type. Further, the cross-acceleration and judgment threshold shall equal $100 million.

The Indenture shall contain customary "net short" provisions.

Each of the Issuer and the Guarantors shall have executed and delivered the Notes Documentation (consistent with this Notes Term Sheet), including guarantees and security documents such that the Purchasers have the priority in the Collateral described in this Notes Term Sheet, and the Purchasers shall have received customary closing certificates, secretary's certificates, good standing certificates, evidence of authority and insurance, and legal opinions from New York and Luxembourg counsel for each of the Issuer and the Guarantors and other counsel for the Guarantors in material jurisdictions where they are organized.

In the event any Notes Documentation is executed and delivered prior to the Notes Closing Date, the representations and warranties of the Issuer and each Guarantor contained in Notes Documentation shall be true and correct in all material respects on and as of the Notes Closing Date; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

No default or event of default shall exist, or would result from the issuance of the New Secured Notes on the Notes Closing Date.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect). "Material Adverse Effect" shall mean any event, condition or occurrence that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, operations, financial condition or results of operations of the Issuer and its subsidiaries taken as a whole (other than by virtue of the commencement of the Cases and the events and circumstances giving rise thereto and it being understood that the consummation of the Plan shall not constitute such a Material Adverse Effect); provided, however, that, to the extent constituting Disclosed Matters (defined as any event, circumstance, condition or other matter disclosed in the reports and other documents furnished to or filed with the SEC by the Borrower and that are publicly available on or prior to the date of the Commitment Letter), effects arising out of, resulting from or attributable to COVID-19 shall not constitute or be deemed to contribute to a Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, except that effects with respect to COVID-19 shall be so considered to the extent such effect disproportionately impacts the Borrower and its subsidiaries, taken as a whole, relative to other companies operating in the same industries.

The Final DIP Order shall have been entered and shall authorize and direct payment in full of the Prepetition Secured Debt and the Existing DIP Credit Facility with the proceeds of the Loans and the Secured Notes.

The Confirmation Order (as defined in the Plan Support Agreement) shall have been entered.

The Final DIP Order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated or subject to a stay pending appeal, in any manner, without the consent of the Purchasers. The Issuer and the Guarantors shall be in compliance in all respects with the Final DIP Order and the Confirmation Order.

No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases. None of the Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code.

Entry by the Bankruptcy Court of an order (the "Confirmation Order") confirming the Plan, which Confirmation Order and Plan shall (w) provide a resolution of SES Americom Inc.'s claims relating to the C-Band Alliance Agreement (the "SES Claims") in a manner acceptable to the Purchasers and the Required Consenting Jackson Crossover Group Members, (x) otherwise be in form and substance reasonably acceptable to the Purchasers and the Required Consenting Jackson Crossover Group Members, (y) be consistent with the consent rights set forth in the Plan Support Agreement, and (z) be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Purchasers or the Required Consenting Jackson Crossover Group Members without the consent of the Purchasers or the Required Consenting Jackson Crossover Group Members, as applicable.

Prepetition Secured Debt and the Existing DIP Credit Facility shall be paid in full and the liens securing the foregoing shall be released substantially concurrently therewith.

Entry by the Bankruptcy Court of an order (the "Settlement Order") approving the Settlement Agreement (as defined in the Plan), which Settlement Order shall be in form and substance reasonably acceptable to the Purchasers and Required Consenting Jackson Crossover Group Members and shall be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Purchasers or the Required Consenting Jackson Crossover Group Members without the consent of the Purchasers or the Required Consenting Jackson Crossover Group Members, as applicable.

The final version of the Plan Supplement (as defined in the Plan) 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 (as defined in the Plan), and the Definitive Documents (as defined in the Plan) shall comply with the PSA Definitive Document Requirements.

If the Notes Closing Date occurs prior to the second-to-last business day prior to the Secured Notes Commitment Termination Date, the Credit Facilities Closing Date shall occur substantially contemporaneously with the Notes Closing Date.

(i) Each of the Plan, the Confirmation Order and the Settlement Order shall be in full force and effect and no stay thereof shall be in effect, and shall not have been reversed, modified, amended, or vacated, or any provision contained therein waived, in each case in any manner that impacts the resolution of the SES Claims or is otherwise materially adverse to the Purchasers and the Required Consenting Jackson Crossover Group Members without the consent of the Purchasers or the Required Consenting Jackson Crossover Group Members, as applicable, and (ii) all conditions precedent to the effectiveness of the Plan shall have been (or will be substantially concurrently) satisfied or waived (to the extent such waiver is not materially adverse to the Purchasers) and the effective date under the Plan shall have occurred or will occur substantially concurrently with the Conversion Date.

No event of default shall exist immediately prior or immediately after the occurrence of the Conversion Date.

(i) The representations and warranties shall be true and correct in all material respects on the Conversion Date; provided that any such representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects after giving effect to such qualification and (ii) no default or event of default shall have occurred and be continuing under the Notes Documentation or would result from any of the foregoing.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect).

The Issuer and the Guarantors shall have executed and delivered guarantees and security documents (in each case, consistent with this Notes Term Sheet) and the Purchasers shall have received customary closing certificates, secretary's certificates, good standing certificates, stock certificates and instruments (with undated stock power and notes powers executed in blank), evidence of authority and insurance, and legal opinions for the Issuer and the Guarantors (consistent with the requirements of the opinions to be delivered on the Notes Closing Date).

/s/ David Tolley

Prepetition Credit Agreement: That certain Credit Agreement, dated as of January 12, 2011 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Borrower, Intelsat (Luxembourg) S.A., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other party thereto (the "Prepetition Credit Agreement").

Prepetition Secured Notes: (i) The Borrower's 8.0% Senior Secured Notes due 2024 and (ii) the Borrower's 9.5% Senior Secured Notes due 2022 (collectively, the "Prepetition Secured Notes" and, together with the obligations under the Prepetition Credit Agreement, the "Prepetition Secured Debt").

Prepetition Unsecured Notes: (i) The Borrower's 5.5% Senior Notes due 2023, (ii) the Borrower's 8.5% Senior Notes due 2024, (iii) the Borrower's 9.75% Senior Notes due 2025.

Existing DIP Credit Agreement: That certain Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of September 14, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof), among the Borrower, Intelsat (Luxembourg) S.A., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties thereto (the "Existing DIP Credit Agreement", and the credit facility provided thereunder, the "Existing DIP Credit Facility").

the Lead Arrangers, the "Plan"), provided that any such amendment, supplement, modification or waiver solely to permit the Non-TopCo Plan (as defined in the Plan) shall be deemed not to be materially adverse to the Lenders, provided, further, that any such amendments or modifications shall be subject to the consent rights set forth in the Plan Support Agreement (as defined in the Plan).

In connection with the foregoing, (1) the Borrower will issue "superpriority debtor-in-possession and superpriority senior secured exit" indebtedness in an aggregate principal amount of approximately $1,500 million in the form of (a) the $500 million Revolving Credit Facility described below and (b) the $1,000 million Term Loan A Facility described below, (2) the Borrower will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,375 million Term Loan B Facility described below and (3) the Borrower will issue "superpriority debtor-in-possession and senior secured exit" indebtedness in the form of the $3,000 million of senior secured notes (the "New Secured Notes"). The fees, premiums and expenses incurred in connection with the foregoing and transactions (including the Transactions (as defined below)) related thereto (such fees and expenses, the "Transaction Costs").

The transactions described above, together with the transactions related thereto (including the payment of all Transaction Costs), are collectively referred to herein as the "Transactions". "Closing Date" shall mean the date that the initial loans under the Credit Facilities are funded.

Letters of Credit: Up to $100 million of the Revolving Credit Facility shall be available for the issuance of letters of credit in U.S. dollars, including documentary letters of credit for the account of the Borrower, in each case, by Lenders holding commitments under the Revolving Credit Facility on the Closing Date (or their affiliates) (in such capacity, each an "Issuing Lender"), on a ratable basis in accordance with their revolving credit commitments under the Revolving Credit Facility; provided that no Issuing Bank shall be required to issue any letter of credit that would violate its policy or any letter of credit that is not a standby letter of credit. No letter of credit shall have an expiration date after the earlier of (a) 1 year after the date of issuance or such longer period of time as may be agreed to by the applicable Issuing Lender and (b) 5 business days before the Revolving Maturity Date (unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender thereof); provided that any standby letter of credit with a 1 year tenor may provide for automatic or "evergreen" renewal thereof for additional 1 year periods (which shall in no event extend beyond the date set forth in the immediately preceding clause (b) unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender thereof).

Swingline Loans: Up to $75 million of the Revolving Credit Facility shall be made available by the Administrative Agent for the issuance of "swingline" Revolving Loans denominated in U.S. dollars by the Borrower.

The Credit Facilities will be secured by a perfected, first priority security interest (subject to permitted liens and other exceptions to be set forth in Facilities Documentation) in the Collateral (as defined below).

"Collateral" means (x) prior to the Conversion Date, all assets of the Debtors consistent with the Existing DIP Credit Agreement, and the proceeds of any causes of action under Bankruptcy Code sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code, and, for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments and (y) on and after the Conversion Date, substantially all personal property and material domestic fee-owned real property (with a fair market value in excess of $20,000,000) of the Loan Parties, and for the avoidance of doubt, including C-Band Proceeds and Clearing Cost Payments, subject to customary exceptions (such exceptions to be consistent with, and in no event less extensive than, the exceptions under the Prepetition Credit Agreement). For the avoidance of doubt, (i) in no event shall Collateral include the Excluded Property (to be defined in the Facilities Documentation) and (ii) no account control agreements shall be required.

In accordance with the final order of the Bankruptcy Court approving the Credit Facilities and related documentation (including the Commitment Letter) and authorizing the use of proceeds of the Credit Facilities and the New Secured Notes to refinance Prepetition Secured Debt and the Existing DIP Credit Facility (and release the liens securing the foregoing upon their repayment), including, subject to entry of the Secured Creditor Settlement Order (as defined in the Plan), payment of all amounts required to be paid pursuant to the Secured Creditor Settlement Order (which may occur on the Conversion Date), which order shall be in form and substance acceptable to the Administrative Agent and the Required Lenders (the "Final DIP Order"), prior to the Conversion Date all of the liens described herein shall be effective and perfected upon entry of the Final DIP Order,

as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the Final DIP Order For the avoidance of doubt, Excluded Property shall (a) include assets to the extent the granting of a security interest therein would result in material and adverse tax consequences, as reasonably determined by the Borrower or the applicable Guarantor, as applicable and (b) include the Secured Creditor Claims Disputed Distribution Trust Account (as defined in the Plan) (if any), but (c) exclude the property in the Secured Creditor Claims Disputed Distribution Trust Account to the extent such property is determined not to be payable to Holders of First Lien Notes Claims as set forth in the Plan.

On the Conversion Date, the Immediate Parent shall provide a pledge of the shares of the Borrower.

All the above-described pledges and security interests shall be created on terms and subject to exceptions permitted under the Facilities Documentation.

Prior to the Conversion Date, all obligations of the Debtors with respect to the Credit Facilities shall be secured on a pari passu basis with the New Secured Notes (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into by the Closing Date and, upon entry of, and subject to, the Final DIP Order and subject to the Carve-Out (as defined in the Final DIP Order):

(i) pursuant to section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed claim against any Loan Party in any of the Cases which is an administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code, having priority over any and all administrative expenses of the kind specified in section 503(b) or 507(b) of the Bankruptcy Code in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code;

(ii) pursuant to section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by section 546(b) of the Bankruptcy Code, which shall be secured on a pari passu basis between the Credit Facilities and the New Secured Notes;

(iii) pursuant to section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all Collateral to the extent that such Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the "Permitted Prior Liens");

(iv) pursuant to section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming lien on all Collateral, which liens shall be senior to the liens (the "Primed Liens") securing the Prepetition Credit Agreement, the Prepetition Secured Notes and the Existing DIP Credit Facility (if any) and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted under the Facilities Documentation that (a) are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence and had priority (as permitted by the Prepetition Credit Agreement and the documentation governing the Prepetition Secured Notes) over liens securing the Prepetition Credit Agreement and Prepetition Secured Notes immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or (b) have priority over the liens securing the Prepetition Credit Agreement and Prepetition Secured Notes after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the "Priming Liens") and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the Facilities Documentation.

The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens.

Upon the Conversion Date, all obligations of the Debtors with respect to the Credit Facilities shall be secured on a pari passu basis with the New Secured Notes (but with the obligations under the Revolving Credit Facility and Term Loan A Facility being satisfied on a "first out" basis) pursuant to intercreditor arrangement(s) to be entered into on the Conversion Date.

Facility in reliance on clause (1) and/or (2) above, the First Lien Leverage Ratio, Secured Leverage Ratio and the Total Leverage Ratio shall be permitted to exceed the First Lien Leverage Ratio, Secured Leverage Ratio and the Total Leverage Ratio set forth in this clause (3) to the extent of such amounts incurred in reliance on clause (1) and/or (2) solely for the purpose of determining whether such concurrently incurred amounts incurred under this clause (3) are permissible), on terms agreed by the Borrower and the lender(s) providing the respective Incremental Facility (it being understood that (A) if the First Lien Leverage Ratio incurrence test, Secured Leverage Ratio incurrence test or the Total Leverage Ratio incurrence test, as applicable, is met, then, at the election of the Borrower, any Incremental Facility may be incurred under clause (3) above regardless of whether there is capacity under clause (1) and/or (2) above and (B) any portion of any Incremental Facility incurred in reliance on clause (1) and/or (2) shall be reclassified, as the Borrower may elect from time to time after the Conversion Date, as incurred under clause (3) if the Borrower meets the applicable leverage ratio under clause (3) at such time on a pro forma basis);providedfurther, that:

(i) representations and warranties shall be accurate in all material respects (or in all respects if qualified with materiality) and no event of default exists or would exist after giving effect thereto (or, in the case of an Incremental Facility the proceeds of which will be used to finance an acquisition or other investment, accuracy of "specified representations" and "acquisition agreement representations" and no payment or bankruptcy event of default exists or would exist after giving effect thereto),

(ii) any Incremental Facility shall benefit equally and ratably from the guarantees and, if secured by the Collateral, the security interests created under the Facilities Documentation, except that such Incremental Facility may be subordinated in right of payment or security, as agreed between the borrower and the lenders providing such Incremental Facility; provided that no Incremental Facility shall be guaranteed by any person other than the Loan Parties and, to the extent secured, shall not be secured by any assets other than the Collateral,

(iii) (x) any Incremental Revolving Facility Increase shall be on terms identical to the terms of the Revolving Credit Facility and (y) all other terms applicable to any other Incremental Facility (other than those specified in clauses (ii), (iv) and (v) hereof) shall not be more restrictive (taken as a whole) than those applicable to the Loans, except to the extent the terms of the Loans are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect then current market terms as reasonably determined by the Borrower or are applicable solely to periods after the latest maturity of the Loans,

(iv) (A) no Incremental Facility shall have a final maturity and weighted average life to maturity shorter than that of the latest maturity of the existing Loans and (B) no Incremental Facility shall participate on a greater than pro rata basis with the Loans in any mandatory prepayments under the Facilities Documentation; provided that, this clause (iv) shall not apply to any customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be converted satisfies such limitations,

(v) term loans to be made under any Incremental Facility (each, under any Incremental Facility, a "Incremental Term Loan" and, collectively, the "Incremental Term Loans") shall be subject to terms, interest rate margins and original issue discount or upfront fees (if any) and interest rate floors (if any) determined by the Borrower and the lenders providing such Incremental Facility, except that, unless any Incremental Term Loans are made a part of the Term Loan B Facility (in which case all terms thereof shall be identical to those of the Term Loan B Facility), (a) if the "effective margin" applicable to any broadly syndicated Incremental Term Loans that are pari passu in right of payment and security with the initial Term B Loans (which (x) shall be deemed to include all upfront or similar fees or OID (amortized over four years) payable to all lenders providing such Incremental Term Loans, (y) if such Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the initial applicable Term B Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the initial applicable Term B Loans shall be required, but only to the extent an increase in the interest rate floor in the initial applicable Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the interest rate floor (but not the interest rate margin) applicable to the initial applicable Term B Loans shall be increased to the extent of such differential between interest rate floors and (z) shall exclude structuring, underwriting, ticking, arrangement and commitment fees, other similar fees not payable to all lenders generally in connection therewith and any call protection or make whole premium) determined as of the initial funding date for such Incremental Term Loans, exceeds the "effective margin" applicable to the initial Term B Loans (determined on the same basis as provided above) by more than 50 basis points, then the "effective margin" for the initial Term B Loans shall be increased so that the "effective margin" thereof equals the "effective margin" of such Incremental Term Loans, minus 50 basis points (all adjustments made pursuant to this clause (v)(a), the "MFN Adjustment"); provided, that, the MFN Adjustment shall not apply other than with respect to any Incremental Term Loans that are pari passu with the Term B Loans in security and right of payment and incurred within 6 months of the Closing Date, (b) the final stated maturity date for any Incremental Term Loans may be the same or later (but not sooner) than the final stated maturity date applicable to the initial Term B Loans, (c) the average weighted life to maturity of such Incremental Term Loans shall be no shorter than the average weighted life to maturity applicable to the initial Term B Loans (without giving effect to any prepayments on the outstanding applicable Term B Loans), (d) with respect to mandatory prepayments of the initial Term Loans, the Incremental Term Loans shall not participate on a greater than pro rata basis than the Term Loan B Facility, (e) the Borrower or any other Loan Party may issue, in lieu of any Incremental Term Loans, any Indebtedness ("Incremental Equivalent Debt") if the applicable conditions to effecting and borrowing under an Incremental Facility (as if such Incremental

Equivalent Debt were an Incremental Term Loan) would have been satisfied; provided, that, the provisions of the preceding clause (v)(a) shall not apply other than with respect to any broadly syndicated institutional term loans that are pari passu with the Term B Loans in security and right of payment and incurred within 6 months of the Closing Date, and clauses (v)(b) and (v)(c) shall not apply to any customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be converted satisfies such clauses. Existing Lenders may, at the option of the Borrower, but shall not be obligated to without their prior written consent, provide a commitment and/or make any loans pursuant to any Incremental Facility, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Facility. The use of proceeds, if any, of any Incremental Facility will be as agreed by the Borrower and the lenders providing such Incremental Facility (and as otherwise permitted by the Facilities Documentation), and

(vi) (x) any Incremental Facility incurred to increase the amount of the Revolving Credit Facility may only increase the Revolving Credit Facility in an amount such that the Revolving Credit Facility does not exceed $500,000,000 and (y) no Incremental Facility (and, for the avoidance of doubt, any other basket capacity under the debt negative covenant) shall increase the amount of the Term Loan A Facility or, except as set forth in clause (x), otherwise be made on a "first out" basis.

"First Lien Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness that is secured by a lien on the Collateral as of such date (other than indebtedness secured by the Collateral with a junior lien priority relative to the Loans but including, for the avoidance of doubt, the Revolving Credit Facility and the Term Loan A Facility) and (b) without duplication, the Reserved Indebtedness Amount secured by a lien on the Collateral as of such date (other than indebtedness secured by the Collateral with a junior lien priority relative to the Loans) to (y) Adjusted EBITDA.

"Secured Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness that is secured by a lien on the Collateral as of such date and (b) without duplication, the Reserved Indebtedness Amount (to be defined in the Facilities Documentation) secured by a lien on the Collateral as of such date to (y) Adjusted EBITDA.

"Total Leverage Ratio" means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness as of such date and (b) without duplication, the Reserved Indebtedness Amount as of such date to (y) Adjusted EBITDA.

"Consolidated Total Indebtedness" is to be defined in the Facilities Documentation and will (x) permit unlimited cash netting and (y) exclude indebtedness in respect of any receivables facility or securitization facility, intercompany debt and cash management obligations.

If at any time the outstanding loans under the Revolving Credit Facility (including letters of credit outstandings) exceed the aggregate commitments with respect thereto, prepayments of such loans (and/or the cash collateralization of letters of credit) shall be required in an amount equal to such excess within one business day following Borrower's receipt of written notice. Such mandatory prepayment shall not reduce the aggregate amount of commitments under the Revolving Credit Facility and amounts prepaid may be reborrowed.

The Revolving Loans shall be prepaid (but with no corresponding reduction in commitments) with:

(a) 100% of the first $1,250 million (minus the amount of any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of reimbursement, compensation or other payments or the right to receive reimbursement, compensation or other payments in connection with the transition of the C-band spectrum in connection with (i) reimbursement of relocation costs, (ii) accelerated relocation payments and (iii) payments received for clearing more rapidly than required by the C-Band Rules any of the lower 300 MHz of the C-band spectrum between 3.7 GHz and 4.2 GHz pursuant to private negotiations with third parties, if any, as set forth in the FCC C-Band Rules (collectively, "C-Band Proceeds and Clearing Cost Payments") (excluding any excess C-Band Proceeds to be paid in connection with the CVRs); provided that the prepayment of Revolving Loans pursuant to this clause (a) shall not exceed $250 million; and

(b) after the application of the first $1,250 million of C-Band Proceeds and Clearing Cost Payments ("Phase I C-Band Proceeds and Clearing Cost Payments") required (i) as reductions of the Term Loan A Facility and Term Loan B Facility, (ii) as prepayments of the Revolving Credit Facility and (iii) under the section titled "Mandatory Prepayments of Term Loans", 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) (such amount, the "Required Prepayment Amount") to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and the Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received); provided that, such Required Prepayment Amount shall be first applied to repay the Term Loans before being applied to repay the Revolving Loans.

C-Band Proceeds and Clearing Cost Payments

After prepaying any outstanding Revolving Loans on account of the first $250 million of proceeds of C-Band Proceeds and Clearing Cost Payments as required under the section titled "Mandatory Prepayments of Revolving Loans", Term A Loans shall be prepaid with (to the extent not used to prepay Revolving Loans) (and, for the avoidance of doubt, the Borrower

shall not have ability to re-borrow or re-incur any Term A Loans so prepaid or incur or any other "superpriority" Indebtedness in lieu of the Term A Loans so prepaid):

(1) 100% of the first $1,250 million (minus the amount of any mandatory prepayment to the Revolving Credit Facility on account of the first $250 million of C-Band Proceeds and Clearing Cost Payments, any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs); and

(2) thereafter, 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and the Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received).

After prepaying all outstanding Term A Loans as set forth above, Term B Loans shall be prepaid with (to the extent not used to prepay Revolving Loans or Term A Loans) (and, for the avoidance of doubt, the Borrower shall not have ability to re-borrow any Term B Loans so prepaid):

(1) 100% of the first $1,250 million (minus the amount of any mandatory prepayment to the Revolving Credit Facility on account of the first $250 million of C-Band Proceeds and Clearing Cost Payments, any prepayments of the Term Loan A Facility pursuant to clause (1) above, any Term Loan A Reduction Amount and any Term Loan B Reduction Amount) of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs); and

(2) thereafter, 50% of net cash proceeds of C-Band Proceeds and Clearing Cost Payments (excluding any excess C-Band proceeds to be paid in connection with the CVRs) to the extent pro forma liquidity (which shall include any such C-Band Proceeds and Clearing Cost Payments and cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $400,000,000 and Total Leverage Ratio is greater than 3.50:1.00 (with the Total Leverage Ratio to be calculated without "netting" the C-Band Proceeds and Clearing Cost Payments proceeds just received).

Notwithstanding anything to the contrary, any amount paid or payable in connection with any or all of the SES Claims (i) shall not reduce any prepayment required to be made under any of the Credit Facilities and (ii) for purposes of determining the amount of any prepayment required under any of the Credit Facilities, shall be excluded from determining any pro forma liquidity test (as if such amount had not been paid and were not payable) and shall not constitute any C-Band Proceeds and Clearing Cost Payments.

Other Mandatory Prepayments

(a) 50% (with step downs to 25% and 0% at Total Leverage Ratios of 5.00:1.00 and 4.00:1.00, respectively) of Excess Cash Flow (to be defined in the Facilities Documentation but to exclude C-Band Proceeds and Clearing Cost Payments), to the extent pro forma liquidity (cash and cash equivalents and undrawn amounts of the Revolving Credit Facility that are capable of being drawn) is at least $600,000,000;

(b) 100% of the net cash proceeds from issuances of debt by the Borrower or any of its restricted subsidiaries after the Closing Date (with appropriate exceptions for all permitted indebtedness); and

(c) 100% (with step downs to 25% and 0% at Total Leverage Ratios of 5.00:1.00 and 4.00:1.00, respectively) (the "Asset Sale Prepayment Stepdowns"), of the net cash proceeds of non-ordinary course asset sales by the Borrower or any of its restricted subsidiaries pursuant to (x) clause (d)(ii) under the heading "Negative Covenants" below, in each case, in excess of the greater of $55 million and 5% of Adjusted EBITDA in the aggregate per calendar year (and only in respect of amounts in excess thereof) and (y) clause (d)(iv) under the heading "Negative Covenants" below and (z) casualty and condemnation proceeds, in each case subject to a 100% reinvestment right if reinvested (or committed to be reinvested) within 365 days of the receipt of such net cash proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter, and other exceptions to be set forth in the Facilities Documentation.

Mandatory prepayments pursuant to clauses (a), (b) and (c) above shall be applied pro rata among classes of the applicable Term Loans and any pari passu Refinancing Term Facilities and pari passu Incremental Term Loans, except that Incremental Facilities for Incremental Term Loans, Refinancing Term Facilities and other permitted pari passu debt may participate in mandatory prepayments on a less than pro rata basis. Mandatory prepayments of the applicable Term Loans shall be applied to scheduled installments thereof in direct order of maturity (without premium or penalty, except, in the case of clause (b) above, subject to the Prepayment Premium (as defined below)); provided, that the Facilities Documentation shall provide that in the case of mandatory prepayments pursuant to clauses (b) and (c) above, a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any indebtedness that is secured on a pari passu basis with the Term Loan A Facility and Term Loan B Facility, as applicable (collectively, "Additional Debt"), in each case if required under the terms of the applicable documents governing such Additional Debt.

All prepayments referred to in clause (c) above are subject to there being no material and adverse tax consequences and to permissibility under (i) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions of non-wholly owned restricted subsidiaries (including as a result of minority ownership by third parties) and other material agreements (so long as any applicable prohibition is not created in contemplation of such prepayment). The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or an event of default, and such amounts shall be available for working capital purposes of the Borrower and its restricted subsidiaries as long as not required to be prepaid in accordance with the following provisions. The Borrower and its restricted subsidiaries will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions or tax effects (subject to the considerations above and as determined in the Borrower's reasonable business judgment) to make the relevant prepayment. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by the Borrower or any of its affiliates and arising as a result of compliance with the preceding sentence.

Any Lender under the Term Loan B Facility may elect not to accept its pro rata portion of any mandatory prepayment (other than with respect to Refinancing Notes and Refinancing Term Facilities) (each, a "Declining Term Loan Lender"). Any prepayment amount declined by a Declining Term Loan Lender may be retained by the Borrower and used for any purposes not prohibited by the Facilities Documentation and will be included in the calculation of the Applicable Amount (as defined below).

Voluntary prepayments of borrowings under the any Credit Facility will be permitted at any time, in minimum principal amounts to be set forth in the Facilities Documentation, without premium or penalty (except the applicable Prepayment Premium referred to below), subject to reimbursement of the Lenders' redeployment costs (other than lost profits) in the case of a prepayment of Adjusted LIBO Rate loans prior to the last day of the relevant interest period.

Voluntary reductions of the unutilized portion of the commitments under the Revolving Credit Facility will be permitted at any time, in minimum principal amounts to be set forth in the Facilities Documentation.

Voluntary prepayments of Term Loans shall be applied to reduce installments thereof as directed by the Borrower (and absent such direction, in direct order of maturity), as applicable.

In respect of the initial Term Loan B Facility, any voluntary prepayment or refinancing (other than a refinancing of the initial Term Loan Facility in connection with any transaction that would, if consummated, constitute an initial public offering, change of control, material disposition or a Transformative Acquisition (as defined below)) of the initial Term Loan B Facility with other broadly syndicated first lien term loans under credit facilities with the primary purpose of achieving a lower Effective Yield (to be defined in Facilities Documentation) than the Effective Yield of the initial Term Loan B Facility, or any amendment (other than an amendment of the initial Term Loan B Facility in connection with any transaction that would, if consummated, constitute an initial public offering, a change of control, a material disposition or a Transformative Acquisition) that reduces the Effective Yield of the initial Term Loan Facility, in either case that occurs prior to the six month anniversary of the Closing Date and the primary purpose of which is to lower the Effective Yield on the initial Term Loan B Facility, shall be subject to a prepayment premium of 1.00% of the principal amount of the initial Term Loan B Facility so prepaid, refinanced or amended.

For the purposes of this paragraph, "Transformative Acquisition" shall mean any acquisition by the Borrower or any of its restricted subsidiaries that is in excess of an amount to be set forth in the Facilities Documentation or either (a) is not permitted by the terms of the Facilities Documentation immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Facilities Documentation immediately prior to the consummation of such acquisition, would not provide the Borrower and its restricted subsidiaries with adequate flexibility under the Facilities Documentation for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries only):

(a) limitations on debt, which shall permit, among other things, the incurrence of:

(i) indebtedness under the Credit Facilities, any Incremental Facility, Incremental Equivalent Debt, Refinancing Senior Indebtedness and Permitted Exchange Securities,

(ii) purchase money indebtedness and capital leases not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(iii) unlimited indebtedness related to permitted sale leaseback transactions ("Permitted Sale Leaseback Transactions") so long as it does not exceed a cap to be agreed,

(iv) indebtedness if, on a pro forma basis, Total Leverage Ratio does not exceed 5.50 to 1.00 subject to customary restrictions consistent with the Precedent Credit Agreement,

(v) qualified securitization facilities, factoring facilities and/or receivables purchase and/or sale facilities (excluding C-Band Proceeds and Clearing Cost Payments) subject to customary qualifications to be set forth in the Facilities Documentation,

(vi) in connection with a permitted acquisition or any other permitted investment, (x) indebtedness assumed in connection therewith, to the extent not incurred in the contemplation of the acquisition and (y) indebtedness incurred in connection therewith, in each case, (i) in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA, (ii) so long as, on a pro forma basis, either (1) the Borrower would be permitted to incur at least $1.00 of additional Permitted Ratio Debt (to be defined in the Facilities Documentation) or (2) Total Leverage Ratio is less than or equal to the Total Leverage Ratio immediately prior to such acquisition or investment or (iii) such indebtedness constitutes Acquired Indebtedness (to be defined in the Facilities Documentation) (other than indebtedness incurred in contemplation of such acquisition); provided that, in the case of this clause (iii), the only obligors with respect to such Indebtedness shall be those who were obligors of such Indebtedness prior to such acquisition, merger, amalgamation or consolidation,

(vii) indebtedness under a general debt basket in an amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA,

(viii) indebtedness of non-Guarantor subsidiaries under a basket in an amount not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(ix) indebtedness of the Borrower or the Guarantors in an amount equal to 100% of any cash common equity contribution (other than "disqualified stock") to the Borrower following the Closing Date,

(x) seller financing indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xi) indebtedness incurred in connection with "disqualified stock" not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xii) indebtedness incurred in connection with permitted investments in joint ventures in an amount equal to the greater of $215 million and 20% of Adjusted EBITDA,

(xiii) letter of credit indebtedness not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xiv) guarantee obligations to permit foreign currency transactions or the funding of transfers not to exceed the greater of $215 million and 20% of Adjusted EBITDA,

(xv) indebtedness not to exceed the amount of certain restricted payment baskets permitted to be made, and

(xvi) the New Secured Notes;

(b) limitations on liens, which shall permit, among other things:

(i) liens securing indebtedness incurred pursuant to clause (a)(i), (v), (x) (provided that such liens shall be limited to the assets and/or entities being acquired in such seller financing (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents)), (xiii) and (xvi) above;

(ii) liens securing indebtedness assumed or incurred pursuant to clauses (a)(vi)(x) and (a)(vi)(y)(i) and (iii) above (provided that, if assumed, such liens extend only to the same assets (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents) that such liens extended to, and secure the same indebtedness, that such liens secured, immediately prior to such assumption and were not created in contemplation thereof);

(iii) liens securing purchase money indebtedness, capital leases and indebtedness related to sale leaseback transactions permitted under clause (a)(ii) and (iii) above;

(iv) liens securing obligations under a general lien basket in an amount not to exceed $430 million and 40% of Adjusted EBITDA, and

(v) unlimited liens (x) subject to pro forma compliance with a First Lien Leverage Ratio of equal to or less than 3.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a pari passu basis with the Credit Facilities (which in no event may be made on a "first out" basis) and (y) subject only to pro forma compliance with a Secured Leverage Ratio of equal to or less than 5.50 to 1.00 (or no higher ratio than it was immediately prior to such incurrence) as of the last day of the most recent test period for which financial statements have been delivered if such lien is secured by the Collateral on a junior basis to the Credit Facilities; provided that the holders (or agent thereof) of any indebtedness subject to such liens shall enter into an intercreditor agreement with the Agent on terms reasonably satisfactory to the Agent or in a form to be agreed prior to the Closing Date and attached as an exhibit to the Facilities Documentation;

(c) limitations on fundamental changes (which shall permit, among other things, acquisitions and similar investments consummated as mergers, amalgamations or consolidations, and shall include customary successor borrower provisions);

(d) limitations on transfers, dispositions, sale leasebacks, sales of assets, and any series of related dispositions in excess of the greater of $55 million and 5% of Adjusted EBITDA, with exceptions to include (without limitation, but which exceptions shall not permit transfers, dispositions, sales or sale leasebacks related to C-Band assets prior to the receipt of all C-Band Proceeds and Clearing Cost Payments that are not Phase I C-Band Proceeds and Clearing Cost Payments ("Phase II C-Band Proceeds and Clearing Cost Payments")):

(i) sales or leases (including sales-type leases) of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer used or useful in the business or assets no longer commercially reasonable to retain (including the sale or leasing of transponders or transponder capacity and the leasing or licensing of teleports),

(ii) dispositions of any other assets on an unlimited basis for fair market value so long as (x) no payment or bankruptcy event of default has occurred and is continuing or would result therefrom at the time of execution of a binding agreement in respect thereof and (y) at least 75% of the consideration for such disposition consists of cash or cash equivalents (subject to customary exceptions to the cash consideration requirement to be set forth in the Facilities Documentation, including

a basket of the greater of $320 million and 30% of Adjusted EBITDA for non-cash consideration that may be designated as cash consideration) and the proceeds thereof are applied in accordance with the mandatory prepayment provisions (including the reinvestment provisions) of the Term Loan A Facility and Term Loan B Facility (solely to the extent required thereby),

(iii) additional dispositions of up to the greater of $55 million and 5% of Adjusted EBITDA,

(iv) dispositions of certain Excluded Satellites (to be defined, for purposes of this exception in the Facilities Documentation consistent with the Prepetition Secured Notes, except that, for purposes of this exception (x) the threshold in clause (i) of such definition shall be replaced with $25 million and (y) the threshold in clause (ii) thereof shall be replaced with $100 million);

(e) limitations on investments and acquisitions, which will permit, among other things:

(i) (A) investments in unrestricted subsidiaries in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA and (B) investments in joint ventures in an aggregate outstanding amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(ii) investments in similar businesses (x) in an aggregate outstanding amount not to exceed the greater of $240 million and 22.5% of Adjusted EBITDA, or (y) if as a result of such investment, such person, in one transaction or a series of related transactions, (1) becomes a restricted subsidiary of the Borrower or (2) is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a restricted subsidiary, in each case, any investment held by such Person; provided that, with respect to clause (2), such investment was not acquired by such person in contemplation of such merger, consolidation, amalgamation, division, transfer, conveyance or liquidation,

(iii) a general investments basket in an aggregate outstanding amount not to exceed the greater of $535 million and 50% of Adjusted EBITDA,

(iv) unlimited investments subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.50 to 1.00 (or not higher than immediately before such investment),

(v) advances and loans to management and employees not in excess of the greater of $30 million and 2.5% of Adjusted EBITDA,

(vi) investments in subsidiaries or joint ventures formed for the purpose of selling or leasing transponders or transponder capacity to third-party customers in the ordinary course of business, provided that all such investments do not exceed 10% of the aggregate transponder capacity for all in-orbit transponders then owned by the Borrower and its restricted subsidiaries;

(vii) investments in non-guarantor restricted subsidiaries not in excess of the greater of $160 million and 15% of Adjusted EBITDA, and

(viii) investments under other customary exceptions to be set forth in the Facilities Documentation;

(f) limitations on dividends or distributions on, or redemptions or repurchases of, equity, which shall permit, among other things:

(i) dividends, distributions or redemptions with a basket in a cumulative amount (the "Applicable Amount") equal to the sum of (which amount shall not in any event be less than zero) (A) the greater of $320 million and 30% of Adjusted EBITDA plus (B) (x) cumulative Adjusted EBITDA from and after the end of the first fiscal quarter ending after the Closing Date (which shall not in any event be less than zero) minus (y) 1.4 times Fixed Charges (to be defined in the Facilities Documentation), plus (C) other customary builders to be set forth in the Facilities Documentation, provided that solely for usage of clause (B) above, on a pro forma basis, First Lien Leverage Ratio is less than or equal to 4.00 to 1.00,

(ii) additional dividends, distributions or redemptions, subject only to pro forma compliance with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 3.00 to 1.00,

(iii) dividends, distributions or redemptions with a general basket in an amount not to exceed the greater of $270 million and 25% of Adjusted EBITDA,

(iv) after a qualifying initial public offering, dividends on common equity not to exceed in any fiscal year the greater of 6% of the amount of net cash proceeds from public offerings and 6% of market capitalization,

(v) restricted payments to repurchase employee equity in an amount not to exceed the greater of $55 million and 5% of Adjusted EBITDA per calendar year (with unused amounts carried over to next succeeding year, but not to any subsequent year),

(vi) restricted payments to any direct or indirect parent of the Borrower or any Guarantor in an amount not to exceed $5 million per year, but unlimited with respect to certain customary ordinary course payments to be agreed (including, to the extent the Borrower is a member of a consolidated, unitary or similar tax group, customary tax distributions to any parent of the Borrower),

(vii) restricted payments in connection with sale leaseback transactions so long as such payments do not exceed the net proceeds of such sale leaseback transactions,

(viii) payments of dividends on permitted disqualified stock, and

(ix) restricted payments in connection with the Further Accelerated Relocation Payments (in each case, as defined in the applicable agreement governing the Series A Contingent Value Rights and Series B Contingent Value Rights), each as determined to be due and owing to holders of each of the Series A Contingent Value Rights and Series B Contingent Value Rights to be issued pursuant to the Plan (the "CVR Proceeds");

(g) limitations on prepayments, repurchases or redemptions of debt expressly subordinated in right of payment to the Credit Facility above a threshold amount (with a grower component) ("Junior Debt") prior to one year prior to its maturity with exceptions to include, among other things, prepayments, redemptions and repurchases made:

(i) from a general basket in an amount not to exceed the greater of $320 million and 30% of Adjusted EBITDA, and

(ii) from an unlimited general basket, provided that (x) there is no existing or resulting event of default and (y) the Borrower shall be in compliance on a pro forma basis with a Total Leverage Ratio as of the last day of the most recent test period for which financial statements have been delivered equal to or less than 4.75 to 1.00;

(h) restrictions on subsidiary distributions, subject to exceptions to be agreed in the Facilities Documentation;

(i) prior to the Conversion Date, bankruptcy matters consistent with the Existing DIP Credit Agreement; and

(j) a passive holdings covenant (applicable to each Parent Guarantor (including Immediate Parent and any successor entity owning the stock of the Borrower)) subject to terms and exceptions to be mutually agreed.

Notwithstanding the foregoing, prior to the Conversion Date, the Facilities Documentation shall restrict the Loan Parties' abilities to utilize certain baskets hereunder in a manner to be further negotiated (including the extent to which (if at all) such restrictions shall be materially different than the restrictions included in the Existing DIP Credit Agreement) and agreed.

Prior to the Conversion Date, the events of default shall be usual and customary for super-priority debtor-in-possession credit facilities of this type.

Upon the Conversion Date, the events of default shall be usual and customary for credit facilities of this type; provided that the exception in Section 8.01(i) of the Precedent Credit Agreement with respect to the Administrative Agent's acts or omissions in its sole control, or failure of the collateral agent to maintain possession of certificates representing pledged securities, shall not be included. The Facilities Documentation shall contain customary "net short" provisions applicable to the Term Loan B Facility (which in any event shall not apply to Lenders that are regulated banks or affiliates of regulated banks).

The Facilities Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted "repricing transaction" (i.e., a transaction in which any tranche of loans is refinanced with a replacement tranche of loans, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding loans subject to such "repricing transaction" that will continue as a Lender in respect of the repriced tranche of loans or modified loans.

The Facilities Documentation shall contain customary provisions for replacing Defaulting Lenders and terminating their commitments, replacing Lenders claiming increased costs, tax gross-ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Facilities Documentation shall have consented thereto.

The Facilities Documentation may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order (x) to correct or cure ambiguities, errors, omissions, defects (including to correct or cure incorrect cross references or similar inaccuracies) or (y) to effect administrative changes of a technical or immaterial nature, in each case, as jointly identified by the Borrower and the Administrative Agent.

The Lenders will be permitted to sell participations (other than to certain Disqualified Institutions). Voting rights of participants shall be limited to matters set forth under "Voting" above with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.

In addition, with respect to Term B Loans, non-pro rata distributions will be permitted in connection with loan buy-back or similar programs and assignments to, and purchases by, the Borrower and its affiliates on terms usual and customary for credit facilities of this type.

Assignments of Term B Loans to the Borrower or any of its restricted subsidiaries shall be permitted pursuant to open market purchases or "Dutch auctions" so long as (i) in the case of "Dutch auctions", any offer to purchase or take by assignment any Term B Loans by the Borrower shall have been made to all Lenders within the Term Loan B Facility (but not, for the avoidance of doubt, to each class of the Term Loan Facility) pro rata (with buyback mechanics to be set forth in the Facilities Documentation), (ii) the loans purchased are immediately and automatically cancelled and (iii) no proceeds from any loan under the Revolving Credit Facility shall be used to fund such assignments. There will be no caps on the amount of open market purchases by the Borrower or any of its restricted subsidiaries.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

•  the Alternate Base Rate plus the Applicable Rate; or

•  the Adjusted LIBO Rate plus the Applicable Rate.

Each Loan Party shall have executed and delivered the Facilities Documentation (consistent with this Credit Facilities Term Sheet), including guarantees and security documents such that the Lenders have the priority in the Collateral described by the Credit Facilities Term Sheet, and the Lenders shall have received customary closing certificates, secretary's certificates, good standing certificates, evidence of authority and insurance, and legal opinions from New York and Luxembourg counsel for the Loan Parties and other counsel for the Loan Parties in material jurisdictions where the Loan Parties are organized.

The Administrative Agent, the Lead Arrangers and the Creditor Commitment Parties shall have received payment of all fees agreed to be paid on or prior to the Closing Date, including legal expenses of counsel (to the extent required under the Commitment Letter) invoiced at least three (3) business days prior to the Closing Date.

The Administrative Agent and the Lead Arrangers shall have received (i) at least three (3) business days prior to the Closing Date, all documentation and other information about the Borrower that shall have been reasonably requested by the Administrative Agent, the Lead Arrangers, the Creditor Commitment Parties and the Lenders in writing at least ten (10) business days prior to the Closing Date and that the Administrative Agent and the Lead Arrangers reasonably determine is required by applicable regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least three (3) business days prior to the Closing Date, if the Borrower qualifies as a "legal entity" customer under 31 C.F.R. Section 1010.230 and the Administrative Agent or any Lenders has requested such certification at least seven (7) business days prior to the Closing Date, a beneficial ownership certification in relation to the Borrower, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers, published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

The representations and warranties of the Borrower and each other Loan Party contained in Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

No default or event of default shall exist, or would result from the funding of the initial Loans and the issuance of the New Secured Notes.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect). "Material Adverse Effect" shall mean any event, condition or occurrence that has had, or would reasonably be expected to have, a

(1) Substantially concurrently with the funding by or on behalf of the holders of commitments of Term Loans that are affiliates of the Lead Arrangers (the "Lead Arranger Commitment Parties") of the initial Term Loans on the Closing Date, the Borrower shall have received from the additional holders of commitments of Term Loans (the "Creditor Commitment Parties") an aggregate amount equal to (i) $500,000,000 in gross cash proceeds of funded Term A Loans under the Term Loan A Facility and (ii) $500,000,000 in gross cash proceeds of funded Term B Loans under the Term Loan B Facility, in each case, (x) or such lesser amount resulting from the application of the Term Loan A Reduction Amount and/or the Term Loan B Reduction Amount, (y) on the same terms and subject to the same conditions as the respective Term Loans funded by the Lead Arranger Commitment Parties on the Closing Date and (z) subject to "lock-up" provisions restricting the ability of the Creditor Commitment Parties to offer, sell or resell, contract to sell or resell or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition by the Purchasers), directly or indirectly, loans under the Term Loan A Facility or the Term Loan B Facility (in each case, subject to de minimis exceptions to be agreed) until 30 days after the earlier of (x) the Syndication Date (as defined below) and (y) 60 days after the Confirmation Order is approved by the Bankruptcy Court (provided that such "lock-up" provisions do not restrict any Creditor Commitment Party if such Creditor Commitment Party, in its reasonable judgment, determines that it is advisable to sell or otherwise dispose of the loans under the Term Loan A Facility or Term Loan B Facility to (a) satisfy one or more redemption requests that would reduce the total net asset value of any fund or account to 50% or less of the net asset value of such Creditor Commitment Party as of the date hereof, or (b) with respect to any Creditor Commitment Party that is a separate account, satisfy the request of any separate account to liquidate and close such account, then the "lock-up provisions" shall not apply to the disposition of the Term A Loans and/or Term B Loans deemed advisable by such Creditor Commitment Party, in its reasonable judgment, to satisfy such requests). (2) Substantially concurrently with the funding by or on behalf of the Creditor Commitment Parties of the initial Term Loans on the Closing Date, the Borrower shall have received from the Lead Arranger Commitment Parties an aggregate amount equal to (i) $500,000,000 in gross cash proceeds of funded Term A Loans under the Term Loan A Facility and (ii) $2,875,000,000 in gross cash proceeds of funded Term B Loans under the Term Loan B Facility, in each case, (x) or such lesser amount resulting from the application of the Term Loan A Reduction Amount and/or the Term Loan B Reduction Amount, (y) on the same terms and subject to the same conditions as the respective Term Loans funded by the Creditor Commitment Parties on the Closing Date. "Syndication Date" shall mean the earlier of (i) a Successful Term Loan B Syndication Date (as defined below) and (ii) 30 days following the Closing Date. For purposes of this paragraph, "Successful Term Loan B Syndication Date" shall mean the first date that the Lead Arranger Commitment Parties (or their affiliates) hold commitments and loans in respect of the Term Loan B Facility that have not been assigned or participated of not greater than $0, plus commitments which the applicable Lead Arranger Commitment Party (or its affiliate) affirmatively elects to hold for its own account.

Prior to, or substantially concurrently with, the funding of the initial Term Loans on the Closing Date, the Borrower shall have received from the Creditor Commitment Parties an aggregate amount equal to $3,000,000,000 in gross cash proceeds of the New Secured Notes on terms consistent with that certain Commitment Letter between the Creditor Commitment Parties and the Company as in effect on the date hereof (it being understood that any amendment or modification thereof that is materially adverse to the Lead Arrangers and/or the Lenders in their capacity as such shall require the prior written consent of the Lead Arrangers), which will provide, among other things, for the appointment of certain financial institutions acceptable to us as book-running managers, and subject to customary "lock-up" provisions restricting the ability of the Creditor Commitment Parties to offer, sell or resell, contract to sell or resell or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition by the Purchasers), directly or indirectly, the New Secured Notes (subject to de minimis exceptions to be agreed) until 30 days after the earlier of (x) the Syndication Date and (y) 60 days after the Confirmation Order is approved by the Bankruptcy Court (provided that such "lock-up" provisions do not restrict any Creditor Commitment Party if such Creditor Commitment Party, in its reasonable judgment, determines that it is advisable to sell or otherwise dispose of New Secured Notes to (a) satisfy one or more redemption requests that would reduce the total net asset value of any fund or account to 50% or less of the net asset value of such Creditor Commitment Party as of the date hereof, or (b) with respect to any Creditor Commitment Party that is a separate account, satisfy the request of any separate account to liquidate and close such account, then the "lock-up provisions" shall not apply to the disposition of New Secured Notes deemed advisable by such Creditor Commitment Party, in its reasonable judgment, to satisfy such requests).

The Administrative Agent shall have received a 13-week budget.

The Final DIP Order shall have been entered and shall authorize and direct payment in full of the Prepetition Secured Debt and the Existing DIP Credit Facility with the proceeds of the Loans and the New Secured Notes.

The Confirmation Order (as defined in the Plan Support Agreement) shall have been entered.

The Final DIP Order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated or subject to a stay pending appeal, in any manner, without the consent of the Lead Arrangers. The Loan Parties shall be in compliance in all respects with the Final DIP Order and the Confirmation Order.

No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases. None of the Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code.

Entry by the Bankruptcy Court of an order (the "Confirmation Order") confirming the Plan, which Confirmation Order and Plan shall (w) provide a resolution of SES Americom Inc.'s claims relating to the C-Band Alliance Agreement (the "SES Claims") in a manner acceptable to the Lead Arrangers and the Required Consenting Jackson Crossover Group Members, (x) otherwise be in form and substance reasonably acceptable to the Lead Arrangers and the Required Consenting Jackson Crossover Group Members, (y) be consistent with the consent rights set forth in the Plan Support Agreement, and (z) be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable..

The Lead Arrangers shall have been afforded a "Marketing Period" of 10 consecutive business days after the delivery to the Commitment Parties of the CIM (as defined in the Bank Commitment Letter); provided that the Marketing Period shall not commence prior to the latest of (i) January 4, 2022, (ii) the delivery of the CIM and (iii) the date the Confirmation Order is approved by the Bankruptcy Court, unless otherwise agreed by the Lead Arrangers.

Prepetition Secured Debt and the Existing DIP Credit Facility shall be paid in full and the liens securing the foregoing shall be released substantially concurrently therewith.

Entry by the Bankruptcy Court of an order (the "Settlement Order") approving the Settlement Agreement (as defined in the Plan as of the date hereof), which Settlement Order shall be in form and substance reasonably acceptable to the Lead Arrangers and Required Consenting Jackson Crossover Group Members and shall be in full force and effect, not subject to a stay, and shall not have been reversed, modified, amended, or vacated, in any manner that is materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable.

The final version of the Plan Supplement (as defined in the Plan) 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 (as defined in the Plan), and the Definitive Documents (as defined in the Plan) shall comply with the PSA Definitive Document Requirements

(i) Each of the Plan, the Confirmation Order and the Settlement Order shall be in full force and effect and no stay thereof shall be in effect, and shall not have been reversed, modified, amended, or vacated, or any provision contained therein waived, in each case in any manner that impacts the resolution of the SES Claims or is otherwise materially adverse to the Lenders or the Required Consenting Jackson Crossover Group Members without the consent of the Lead Arrangers or the Required Consenting Jackson Crossover Group Members, as applicable, and (ii) all conditions precedent to the effectiveness of the Plan shall have been (or will be substantially concurrently) satisfied or waived (to the extent such waiver is not materially adverse to the Lenders) and the effective date under the Plan shall have occurred or will occur substantially concurrently with the Conversion Date.

No event of default shall exist immediately prior or immediately after the occurrence of the Conversion Date.

The Borrower shall have paid (or caused to be paid) all fees and expenses under the Facilities Documentation required to be paid on the Conversion Date, invoiced at least three business days prior to the Conversion Date.

The Administrative Agent shall have received a customary solvency certificate (after giving effect to the Transactions).

(i) The representations and warranties shall be true and correct in all material respects on the Conversion Date; provided that any such representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects after giving effect to such qualification and (ii) no default or event of default shall have occurred and be continuing under the Facilities Documentation or would result from any of the foregoing.

Since the Petition Date, nothing shall have occurred that shall have had, or would reasonably be expected to have had, a Material Adverse Effect (it being understood and agreed that the Cases, in and of themselves, shall not constitute a Material Adverse Effect).

The Administrative Agent shall have received (i) at least three (3) business days prior to the Conversion Date, all documentation and other information about the Borrower that shall have been reasonably requested by the Administrative Agent, in writing at least ten (10) business days prior to the Conversion Date and that the Administrative Agent reasonably determines is required by applicable regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least three (3) business days prior to the Conversion Date, if the Borrower qualifies as a "legal entity" customer under 31 C.F.R. Section 1010.230 and the Administrative Agent has requested such certification at least seven (7) business days prior to the Conversion Date, a beneficial ownership certification in relation to the Borrower, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers, published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

Each Loan Party shall have executed and delivered guarantees and security documents (in each case, consistent with this Term Sheet) and the Lenders shall have received customary closing certificates, secretary's certificates, good standing certificates, stock certificates and instruments (with undated stock powers and note powers executed in blank) evidence of authority and insurance, and legal opinions for the Loan Parties (consistent with the requirements of the opinions to be delivered on the Closing Date).

On the Conversion Date, the sum or (1) unused commitments under the Revolving Credit Facility plus (2) the amount of cash and cash equivalents of the Borrower and its Subsidiaries that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP shall not be less than $375 million.

The aggregate amount of total indebtedness and unfunded commitments in respect of indebtedness of the Borrower and its restricted subsidiaries shall not exceed $8,000 million on a pro forma basis after giving to the Transactions.

The Administrative Agent shall have received a Conversion Date certificate, which shall include a certification as to solvency on the Conversion Date after giving effect to the Transactions and other transactions on or prior to the Conversion Date, and a certification as to the satisfaction of the conditions set forth in clauses a, e, f, i and j above.