OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING Clause Samples

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will implement a management incentive plan (the “Management Incentive Plan”) that shall provide for 10% of the New Common Stock, on a fully diluted basis, to be issued to management of the Reorganized Debtors after the Effective Date at the discretion of the New Board and on terms to be determined by the New Board (including, without limitation, with respect to allocation, timing and structure of such issuance and the Management Incentive Plan). The Plan will permit the establishment of the Management Incentive Plan by the New Board following the Effective Date. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits, including executive compensation programs shall be in form and substance acceptable to the Debtors and the Required Supporting Creditors. The Debtors and the Required Supporting Creditors shall mutually agree as to (i) the continuation, after the Effective Date, of the Key Employee Incentive Plan effective as of May 6, 2016 (as amended, supplemented or otherwise modified, the “▇▇▇▇”), (ii) the Debtors’ wages, compensation, and benefit programs that relate to any “insider” as that term is defined in section 101(31) of the Bankruptcy Code and (iii) the assumption, rejection or other disposition of any of the Debtors’ existing employment agreements for insiders. Wages, compensation and benefit programs, other than the ▇▇▇▇ that do not relate to insiders shall be continued after the Effective Date and the Supporting Creditors shall support assumption of non-insider employment agreements, in each case unless otherwise agreed by the Debtors and the Required Supporting Creditors and subject to the satisfaction and consent of the Required Supporting Creditors (such consent not to be unreasonably withheld) following receipt and analysis by the Required Supporting Creditors and their advisors of satisfactory information from the Company regarding such programs, which information the Company shall provide as promptly as practicable.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING the Backstop Commitment Agreement Approval Order and Backstop Commitment Agreement shall remain in full force and effect; (g) all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; (h) to the extent invoiced, the payment in cash in full of all Restructuring Expenses; (i) the Debtors shall have obtained exit financing in an amount and on terms satisfactory to the Required Consenting Stakeholders (which shall not be withheld in bad faith); (j) the Debtors shall have Minimum Liquidity2 of at least $500 million; (k) the Debtors shall have Total Leverage3 no greater than 2.25x; (l) the Debtors’ PDP PV10 test ratio shall be no less than 1.5x; and (m) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in this Restructuring Term Sheet in a manner consistent with the RSA, this Restructuring Term Sheet, and the Plan. For the avoidance of doubt, if the Minimum Liquidity condition set forth in subsection (j) above, the Total Leverage condition set forth in subsection (k) above, and/or the PDP PV10 ratio set forth in subsection (l) above would not otherwise be satisfied, the Required Plan Sponsors may agree, in their sole discretion, to increase the Rights Offering amount above $600 million on the same terms, including the Rights Offering Value and with an allocation consistent with the Backstop Allocations, in order to enable such conditions to be satisfied, provided that no Backstop Party’s Backstop Commitment may be increased without its consent. Waiver of Conditions Precedent to the Plan Effective Date The Debtors, with the prior written consent of the Required Consenting Stakeholders (not to be withheld unreasonably), may waive any one or more of the Conditions Precedent to the Plan Effective Date.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Governance The Equity Issuer Board shall be determined in accordance with the terms set forth in the Corporate Governance Term Sheet attached hereto as Annex A and shall include the CEO, be comprised of seven (7) members of which all shall be citizens of the United States and at least four (4) shall be independent; provided that the Required Consenting HoldCo Creditors shall be entitled to serve on the Selection Committee. Other organizational, governance, and securities registration matters shall be determined in accordance with the Corporate Governance Term Sheet. Indemnification Obligations The Plan shall provide that, consistent with applicable law, all indemnification provisions in place as of the Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall survive the effectiveness of the Restructuring Transactions on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Effective Date; provided that the Debtors shall not indemnify officers, directors, agents, or employees of the Debtors for any claims or causes of action for which indemnification is barred under applicable law, the Debtors’ organizational documents, or applicable agreements governing the Debtors’ indemnification obligations.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. TCEH DIP Financing The TCEH Debtors’ Chapter 11 Cases shall be funded with the proceeds of the TCEH DIP Financing and the Consenting TCEH First Lien Creditors consent to use of cash collateral and priming by the TCEH DIP Financing on the terms set forth in the TCEH Cash Collateral Order.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Plan Effective Date, the Reorganized Debtors will implement a management incentive plan (the “Management Incentive Plan”). All grants under the Management Incentive Plan shall be determined at the sole discretion of the New Board including, without limitation, with respect to the participants, allocation, timing, and the form and structure of the options, warrants and/or equity compensation to be provided thereunder and taking into account market compensation levels and historical equity compensation structures. Governance The new board of directors of Reorganized Chesapeake (the “New Board”) shall be appointed in accordance with the terms of the Governance Term Sheet attached hereto as Exhibit 6, and the identities of the New Board shall be set forth in the Plan Supplement to the extent known at the time of Filing. Corporate governance for Reorganized Chesapeake, including charters, bylaws, operating agreements, or other organization documents, as applicable (the “New Organizational Documents”), shall be consistent with this Restructuring Term Sheet and section 1123(a)(6) of the Bankruptcy Code and shall be in form and substance satisfactory to the Required Plan Sponsors. Exemption from SEC Registration The issuance of all securities under the Plan (other than securities issued pursuant to the Backstop set forth in the Backstop Commitment Agreement) will be exempt from SEC registration under section 1145 of the Bankruptcy Code to the fullest extent permissible. Each Backstop Party that receives securities under the Plan will be entitled to registration rights and sale support rights with respect to all such securities to be documented in a registration rights agreement in form and substance satisfactory to the Required Plan Sponsors. Employment Obligations Pursuant to the RSA and this Restructuring Term Sheet, the Parties consent to the continuation of the Debtors’ wages, compensation, and benefits programs according to existing terms and practices, including executive compensation programs and any motions in the Bankruptcy Court for approval thereof. On the Plan Effective Date, the Debtors shall (a) assume all employment agreements, indemnification agreements, or other agreements entered into with current and former employees or (b) enter into new agreements with such employees on terms and conditions acceptable to the Debtor and such employee. Notwithstanding the foregoing, any employment agreements or other employment-r...

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Date shall include, in the case of Intelsat S.A., the proceeds of the New Term Loan and New Secured Notes provided for in the S.A. Unsecured Recovery. For example, if Envision has $10 and ICF has $5, then Envision’s pro rata share shall be 66.67% and ICF’s pro rata share shall be 33.33%. The following Allowed Professional Fee Claims and Restructuring Expenses shall be paid from the cash on hand at the ▇▇▇▇▇▇▇ Debtors on the Effective Date: (i) one hundred percent (100%) of Allowed Professional Fee Claims for estate professionals (i) retained by the ▇▇▇▇▇▇▇ Debtors’ Disinterested Directors and Managers, and (ii) retained by the Debtors exclusively for the benefit of the ▇▇▇▇▇▇▇ Debtors. (ii) one hundred percent (100%) of the Restructuring Expenses of the ▇▇▇▇▇▇▇ Ad Hoc Group, the Intelsat ▇▇▇▇▇▇▇ Crossover Ad Hoc Group, and the ▇▇▇▇▇▇▇ First Lien Noteholder Group; and (iii) seventy-seven percent (77%) of (i) Allowed Professional Fee Claims for estate professionals retained by the Debtors (other than any estate professionals for which the HoldCos are solely responsible for payment) and (ii) Allowed Professional Fee Claims for professionals retained by any official committee appointed in the Chapter 11 Cases. 2021 Lux Senior Notes Those certain 7.75% senior notes due 2021, issued by LuxCo, in an aggregate principal amount of $2,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 2023 ▇▇▇▇▇▇▇ Senior Notes Those certain 5.50% senior notes due 2023, issued by Intelsat ▇▇▇▇▇▇▇ Holdings S.A., in an aggregate principal amount of $1,985,000,000, pursuant to the 2023 ▇▇▇▇▇▇▇ Senior Notes Indenture. 2023 ▇▇▇▇▇▇▇ Senior Notes Indenture That certain indenture, dated as of June 5, 2013, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, for the 2023 ▇▇▇▇▇▇▇ Senior Notes, by and among Intelsat ▇▇▇▇▇▇▇ Holdings S.A., as issuer, certain of the Debtors, as guarantors, and U.S. Bank, National Association (as successor to ▇▇▇▇▇ Fargo Bank, National Association), as trustee. 2023 Lux Senior Notes Those certain 8.125% senior notes due 2023, issued by LuxCo, in an aggregate principal amount of $1,000,000,000, pursuant to the Lux Multi Senior Notes Indenture. 2024 ▇▇▇▇▇▇▇ Senior Notes Those certain 8.50% senior notes due 2024, issued by ▇▇▇▇▇▇▇, in an original aggregate principal amount of $2,250,000,000, with a subsequent issuance in an aggregate principal amount of $700,000,000, for a total aggregate principal am...

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING the New Common Stock, New Warrants, and CVRs shall have been issued and distributed, and any Cash on hand at the HoldCos shall have been distributed, in accordance with the Plan; (h) the DIP Claims shall have been indefeasibly paid in full in Cash; (i) all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws; (j) all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; and (k) all unpaid Restructuring Expenses and all amounts payable by the Debtors pursuant to the DIP Order, the Secured Creditor Settlement, and Section 8.01 of the Plan Support Agreement shall have been paid in full in cash. For the avoidance of doubt, unless otherwise specified herein, the conditions precedent to the Restructuring Transactions enumerated above shall apply to each Debtor on an individual basis, and the Effective Date for any individual Debtor may occur prior to the Effective Date of any other individual Debtor, provided that doing so is not otherwise inconsistent with the terms and conditions of this Plan Term Sheet or the Plan Support Agreement.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Conditions Precedent to the Plan Effective Date; provided that any waiver of (i) above shall also require the the prior consent of the Uniti Parties. Uniti Term Sheet Uniti Term Sheet1 Uniti GCI Commitment · Uniti commits to fund up to an aggregate of $1.75 billion of Growth Capital Improvements (“GCI”) through December 2029 based on the following calendar year schedule: o Year 1: $125 million2 o Years 2-5: $225 million per year o Years 6-7: $175 million per year o Years 8-10: $125 million per year · “GCI” means long-term, value-accretive fiber and related assets (including buildings, conduit, poles, easements, right of ways, permits and fixed wireless towers) in ILEC and CLEC territories owned by Uniti and leased by Windstream consistent with the historical categorization of fiber and other TCI Replacements in the current Master Lease; provided that, for the avoidance of doubt, GCIs shall not include copper Tenant Capital Improvements as defined in the Master Lease or maintenance and repair capex or opex and shall not include CLEC fiber to CLEC fiber replacements in excess of $70 million in the aggregate from the Effective Date to April 30, 20303 and shall only include capital improvements that qualify as “real property” for purposes of section 856 of the Internal Revenue Code, which shall include any capital improvements specifically listed as “real property” in the IRS private letter ruling received by Windstream in connection with the original spin-off of Uniti and such assets included on a schedule to the definitive lease agreements · Windstream may credit any cumulative GCI expenditures in excess of the foregoing annual amounts towards the reimbursable amount in a subsequent period, or roll unspent annual GCI into the following annual funding period (including the period from January 1, 2030 – April 30, 2030) but not into any renewal term, provided that in no calendar year will Uniti’s funding commitment exceed $250 million, subject to payment terms for Year 1 as set forth in footnote 2 · With respect to each installment of funds constituting GCI funding by Uniti (each such installment, a “Funded Amount”), beginning on the date that is 12 months following each such funding disbursement by Uniti (the “In Service Date”) and ending on April 30, 2030, rent on such Funded Amount (the “GCI Rent”) will accrue at the Annualized _______________________ 1 Unless otherwise noted, capitalized terms used and not immediately defined herein shall have the meanings ...

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Indemnification Obligations The Chapter 11 Plan and WHOA Plan shall contain provisions relating to the continuation of the Company Parties’ indemnity obligations set forth in the Company Parties’ organizational documents in a form acceptable to the Company Parties and the Required Consenting Creditors. New Management Incentive Plan The Chapter 11 Plan will provide that the Reorganized DNI Board shall, within 90 days of the Effective Date, implement the New Management Incentive Plan or as soon as reasonably practicable thereafter, provided, that 6% of the New Common Stock, on a fully diluted basis, shall be reserved for issuance in connection with the New Management Incentive Plan.