Attachment Exhibit E

This document pretains to SAT-ASG-20150406-00017 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2015040600017_1082536

                                     Public Interest Statement
                Applications for Consent to Assign Licenses and Authorizations from
                      LightSquared Subsidiary LLC, Debtor-in-Possession, to
                            Reorganized LightSquared Subsidiary, LLC

                                                                 Contents

I.        Introduction and Summary ................................................................................................. 1

II.       Description of the Applicants and the Transaction ............................................................. 2

          A.         Overview ................................................................................................................. 2

          B.         Distribution of Equity and Voting Interests ............................................................ 5

          C.         Qualifications ........................................................................................................ 12

III.      Standard of Review ........................................................................................................... 13

IV.       Commission Approval of the Emergence Applications Is in the Public Interest ............. 14

          A.         Approval of the Emergence Applications Will Serve the Public Interest ............ 14

          B.         The Proposed Transaction Creates No Competitive Harms ................................. 16

V.        Procedural Considerations ................................................................................................ 17

          A.         Request for Expedited Treatment ......................................................................... 17

          B.         Additional Authorizations ..................................................................................... 18

          C.         Exemption from Cut-off Rules ............................................................................. 19

          D.         Unconstructed Facilities........................................................................................ 20

          E.         Environmental Impact ........................................................................................... 20

VI.       Conclusion ........................................................................................................................ 20

Schedule of Attachments .............................................................................................................. 22


I.        Introduction and Summary

          LightSquared Subsidiary LLC, Debtor-in-Possession (“Licensee”), and the reorganized

LightSquared Subsidiary, LLC (“New Licensee,” and together with Licensee, the “Applicants”)

hereby respectfully request that the Commission grant such approval as is necessary to allow for

                                                                      1


the assignment of the licenses identified in Attachment A hereto from Licensee to New

Licensee 1 pursuant to the reorganization plan confirmed by the United States Bankruptcy Court

for the Southern District of New York (the “Bankruptcy Court”). Licensee’s immediate parent

company, LightSquared LP, will be reconstituted as a Delaware limited liability company (“New

LightSquared”), which will wholly own New Licensee. The proposed assignments, as described

herein, will serve the public interest by giving LightSquared 2 access to new, secure financing,

which will enhance LightSquared’s ability to maintain its existing services and (subject to any

required approvals) to offer innovative new services. Accordingly, the proposed transaction

should be approved promptly.

II.    Description of the Applicants and the Transaction

       A.      Overview

       LightSquared is an established business that, together with its predecessors-in-interest,

has held Commission licenses and provided service to the public for nearly two decades.

Currently, the company provides mobile satellite services (“MSS”) and certain supplemental

services to its existing customer base. LightSquared, through Licensee, is authorized to operate a

variety of space stations, earth stations, and terrestrial communications facilities associated with

its current and planned business—including facilities that can be used to support the provision of

mobile broadband services. 3 Most of the company’s licenses authorize operation in the L


1
  Applications are being filed concurrently for authorization to assign each of the licenses
identified in Attachment A as proposed in the reorganization plan approved by the Bankruptcy
Court. An application to assign one lease authorization, also identified in Attachment A, will
follow shortly. In this document, these applications are referred to collectively as the Emergence
Applications.
2
  Throughout the Emergence Applications, “LightSquared” refers collectively to LightSquared
Inc. and its direct and indirect subsidiaries, which include Licensee.
3
 Several filings related to these authorizations are pending. See, e.g., IBFS File Nos. SAT-
MOD-20120928-00160, SAT-MOD-20120928-00161, SES-MOD-20121001-00872.
                                                  2


Band—the efficient use of which is recognized in the National Broadband Plan as critical to

ameliorating the shortage of spectrum available for mobile broadband operations. 4

       On May 14, 2012, LightSquared and certain of its affiliates filed petitions for relief under

Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the Bankruptcy

Court. Shortly thereafter, LightSquared sought Commission consent to its resulting debtor-in-

possession status and supervision by the Bankruptcy Court, 5 which the Commission has granted.

Immediately prior to seeking bankruptcy relief, Licensee was a wholly owned direct subsidiary

of LightSquared LP, which in turn was a wholly owned indirect subsidiary of LightSquared Inc.

A chart illustrating LightSquared’s prepetition organizational structure is attached as Attachment

B. This structure remained in place when the LightSquared companies became debtors-in-

possession under the Bankruptcy Court’s supervision and continues in place today.

       On March 17, 2015, LightSquared filed with the Bankruptcy Court its Modified Second

Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code (as further amended,

supplemented or modified from time to time, the “Reorganization Plan” or “Plan”). A copy of

the Plan, as confirmed by the Bankruptcy Court on March 27, 2015, is attached as Attachment D.

       The Plan contemplates, among other things, (A) new money investments by the New

Investors 6 in exchange for a combination of common and preferred equity, (B) the conversion of


LightSquared will make suitable amendments to such pending filings after its emergence from
bankruptcy to reflect the company’s new corporate structure.
4
  See CONNECTING AMERICA: THE NATIONAL BROADBAND PLAN, at 87 (2010) (“National
Broadband Plan”) (recommending that the FCC “take actions that will optimize license
flexibility sufficient to increase terrestrial broadband use of MSS spectrum,” including in the L
Band).
5
 See IBFS File Nos. SAT-ASG-20120524-00089, SES-ASG-20120524-00475, SES-ASG-
20120524-00474, and ITC-ASG-20120524-00140; ULS File Nos. 0005227714 and 0005228373;
ELS File No. 0010-EX-AU-2012.
6
  The New Investors are: (1) Fortress Credit Opportunities Advisors LLC, on behalf of certain
funds and/or accounts managed by it and its affiliates (“Fortress”); (2) Centerbridge Partners,
                                                 3


certain pre-bankruptcy claims into new second lien debt obligations, (C) the repayment in full, in

cash, of certain pre-bankruptcy claims and LightSquared’s general unsecured claims, (D) the

provision of a $1.25 billion first lien working capital facility for the Reorganized Debtors, (E) the

assumption of certain liabilities, (F) the contribution by Harbinger to New LightSquared of all

claims or causes of action in connection with LightSquared, including Harbinger’s lawsuits

against the U.S. Government and the GPS Industry, and (G) the conversion of certain pre-

bankruptcy claims and interests into equity in New LightSquared and Reorganized LightSquared

Inc.

       Under the Plan, Licensee’s immediate parent company, LightSquared LP, will be

reconstituted as a Delaware limited liability company, New LightSquared. The various other

LightSquared debtor entities, including LightSquared Inc., will be reorganized or dissolved, as

set forth in Article IV.B of the Plan. New LightSquared will acquire certain of the reorganized

entities from Reorganized LightSquared Inc. (“RLI”), including all of the interest in One Dot Six

Corp., which holds a lease for use of WPYQ831, which operates in the 1670-1675 MHz Band.

As consideration for this sale, RLI and its post-reorganization subsidiaries will receive 21.25%

of New LightSquared’s common equity as well as preferred equity issued by New LightSquared.

Pursuant to the Plan, and as a result of conversion of certain pre-existing equity claims, RLI will

be wholly owned by J.P. Morgan Broker-Dealer Holdings, Inc. (“JPMBDH”), a Delaware

corporation, which is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware



L.P. on behalf of certain funds managed by its affiliates (“Centerbridge”); (3) SIG Holdings, Inc.
and/or one or more of its designated affiliates (“SIG”); and (4) Harbinger Capital Partners LLC
on behalf of itself and each of its and its affiliates’ managed funds and/or accounts that hold
Claims and/or Equity Interests (“Harbinger”). Capitalized terms not otherwise defined in this
document have the meanings defined in the Reorganization Plan. As discussed below, SIG will
transfer its interests to a commonly controlled entity and will not hold equity in New
LightSquared upon emergence.

                                                 4


corporation (“JPMC&Co.”). Pursuant to the Plan, and upon satisfaction of the conditions

precedent to the effectiveness thereof (including the receipt of requisite Commission consents),

the licenses and authorizations held by Licensee would be assigned to New Licensee. Upon

completion of the Plan transactions, New Licensee will be a wholly owned direct subsidiary of

New LightSquared. New LightSquared will not have any parent companies; instead, all of New

LightSquared’s common units will be held directly or indirectly by the New Investors. 7 Charts

illustrating New LightSquared’s ownership structure, including charts showing the relevant New

Investor entities, are attached as Attachment C.

       Upon its emergence from bankruptcy, New LightSquared will have a sustainable capital

structure and will be stronger and better positioned to serve the public by making full and

effective use of the company’s existing satellite and terrestrial networks and related

authorizations, as described below in Section III.

       B.      Distribution of Equity and Voting Interests

       Entities that may directly or indirectly hold ten percent or more of the total equity

interests in New LightSquared will be LSQ Acquisition Co LLC (“LSQ”) and LSQ Acquisition

Co UST LLC (both of which are ultimately controlled by Fortress Investment Group LLC, a

publicly traded Delaware limited liability company (“FIG”)); 8 RLI, Reorganized LightSquared


7
  The preferred units of New LightSquared will be held by the New Investors or their affiliates
(including, in the case of SIG, RLI) and certain other entities that hold claims against or interests
in LightSquared in the bankruptcy proceedings. Aside from the New Investors and their
affiliates, however, no other entity will hold directly a 10% or greater equity interest in New
LightSquared. Separate from its indirect interest in New LightSquared held through Harbinger,
ADIC also will hold New LightSquared Series C Preferred Units constituting 6.25% of the New
LightSquared preferred units and 0% of the New LightSquared Common Units.
8
 In addition, the following non-member managers or uninsulated members of the various
Fortress-affiliated entities will be deemed to have a direct or indirect 100% voting interest in
New LightSquared: LSQ, CF LSQ C Holdings LLC, Fortress Credit Advisors LLC, FIG LLC,
Fortress Operating Entity I LP, FIG Corp., and Fortress Investment Group LLC.

                                                   5


Investors Holdings Inc. (“RLIHI”) and Reorganized TMI Communications Delaware, Limited

Partnership (“RTMI”) (both of the latter of which are indirect subsidiaries of RLI which, upon

emergence, will ultimately be controlled by JPMC&Co. 9); and Harbinger (through affiliates, as

described below). 10 In addition, as described below, Centerbridge (through affiliates) will have a

right to appoint one of the seven members of New LightSquared’s Board, and will directly hold

less than 10% of New LightSquared’s total equity. Each of these major investors is a well-

known industry participant, and collectively these investors have invested billions of dollars in

communications industry service providers, network operators, equipment manufacturers, and

other companies subject to Commission regulation. Additional information with respect to these

holders is provided below.

        New LightSquared will have five classes of Units: Common Units, Series A-1 Preferred

Units, Series A-2 Preferred Units, Series B Preferred Units, and Series C Preferred Units. 11 All

of the Common Units and the bulk of equity in New LightSquared will be held by the New

Investors or their affiliates.

        New LightSquared will be controlled by its Board (the “New LightSquared Board”),

which will manage the day-to-day operations of the company. The New LightSquared Board

also will exercise indirect control over New Licensee through its power to appoint the members

of the Board of Managers of New Licensee.

9
 Prior to the Effective Date of the Plan, SIG will transfer its interest in LightSquared Inc. to
JPMBDH and, as a result of conversion of these pre-existing equity claims, JPMBDH will own
100% of the equity in, and control, RLI. In addition, the following JPMC&Co.-affiliated entities
will be deemed to have a direct or indirect 100% voting interest in New LightSquared: RLI,
RTMI, RLIHI, SkyTerra Rollup Sub LLC, JPMBDH, and JPMC&Co.
10
  As described below, Alford Investment Strategies Ltd. and Abu Dhabi Investment Council
will hold 10% or greater voting or equity interests through investments with Harbinger entities.
11
  Because the ownership interests will vary depending on how value is attributed between
common and preferred interests, this application presents the range of valuation scenarios and
requests approval consistent with those scenarios.

                                                 6


       The New LightSquared Board will consist of seven members: two (2) members

appointed by LSQ; one (1) member appointed by Reorganized LightSquared Inc.; one (1)

member appointed by Centerbridge; two (2) members elected by the foregoing appointed Board

members, one of whom will serve as Chairman of the New LightSquared Board and the other of

whom will be an independent member; and the Chief Executive Officer of New LightSquared.

The New LightSquared Board shall not include any Harbinger employees, affiliates or

representatives, though Harbinger will be permitted to designate one person to attend Board

meetings as a nonvoting observer. Nor will Harbinger’s equity interest entitle Harbinger to

exercise any voting power over New LightSquared other than certain consent rights with respect

to certain extraordinary matters (e.g., sale or dissolution of the company). To date, the New

Investors have identified the following individuals who are expected to serve as initial members

of the New LightSquared Board. The name, address, and citizenship of these individuals is as

follows:

                   •   Ivan Seidenberg is a United States citizen and has the following address:
                       30 East 65th Street Apt 14A, New York, NY 10065.

                   •   Reed Hundt is a United States citizen and has the following address: 850
                       10th Street, NW, Washington, D.C. 20001.

                   •   Doug Smith, the Chief Executive Officer, is a United States citizen and
                       has the following address: 10802 Parkridge Boulevard, Reston, VA
                       20191.

       Messrs. Seidenberg and Hundt are expected to serve as the independent members, and

Mr. Seidenberg is expected to serve as the board chair.

       The New Investors will hold their interests as follows: 12



12
  The percentages given for the holdings of the Series A-2 Preferred Units set forth herein
assume that certain entities will exercise an option to obtain Series A-2 Preferred Units in lieu of
Series C Preferred Units under the Plan. This election does not change the overall preferred
                                                 7


       JPMDH: As a result of the restructuring, RLI will become a wholly owned subsidiary of

J.P. Morgan Broker-Dealer Holdings, Inc. (“JPMBDH”), a Delaware corporation, and will hold,

through RLIHI and RTMI, approximately 21.25 to 40.91% of the total equity of New

LightSquared. Specifically, RLIHI and RTMI will collectively hold 21.25% of New

LightSquared’s Common Units, as well as 53.6% of the Series A-1 Preferred Units, 14.23% of

the Series A-2 Preferred Units, 31.42% of the Series B Preferred Units, and 25.63% of the Series

C Preferred Units. 13 As noted, JPMBDH is a wholly owned subsidiary of JPMC&Co.

JPMC&Co., a widely traded, publicly held company, is a leading global financial services firm

and is one of the largest banking institutions in the United States, with operations worldwide, and

$2.5 trillion in assets and $232 billion in total stockholders’ equity as of December 31, 2014.

JPMC&Co. is a leader in investment banking, financial services for consumers and small

businesses, commercial banking, financial transaction processing, asset management, and private

equity. JPMC&Co.’s indirect ownership interest in RLI represents an extremely small portion of

its business activities. No individual or entity holds a 10% or greater voting or equity interest in

JPMC&Co.

       Fortress: LSQ, a Delaware limited liability company ultimately controlled by FIG, will

hold approximately 6.76 to 26.2% of the total equity in New LightSquared. Specifically, LSQ



equity of New LightSquared, but, if not made, would affect the percentages of the Series A-2 and
Series C Preferred Units.
13
  The percentages set forth above include preferred equity that may be issued to certain affiliates
of JPMC&Co. by New LightSquared on the effective date of the Plan, but that will be directly or
indirectly contributed to RLI or subsidiaries of RLI on or soon after the effective date of the
Plan. In addition, pursuant to Section IV.B.2(d)(iv) of the Plan, RLIHI and RTMI have the
option to exchange all or a portion of their Series A-1 Preferred Units into Series A-2 Preferred
Units or Series C Preferred Units. These exchanges, if made, would not affect the total preferred
equity held by RLIHI or RTMI (or any other member) in New LightSquared, but would change
their (and the other holders’) percentage holdings within any affected classes of the preferred
units.

                                                  8


will hold 26.2% of the Common Units, as well as 14.23% of the Series A-2 Preferred Units and

52.41% of the Series B Preferred Units. LSQ will be controlled by a non-member manager,

Fortress Credit Advisors LLC, a Delaware limited liability company (“Fortress Advisors”). The

members of LSQ, which are, directly or indirectly, a number of investment funds (the “Fortress

Funds”) ultimately controlled by Fortress Operating Entity I LP, a Delaware limited partnership

(“Fortress Operating”) and FIG, will be insulated in accordance with Section 1.993 of the

Commission’s rules. 14 Fortress Advisors is controlled by FIG LLC, a Delaware limited liability

company, which, in turn, is wholly owned by Fortress Operating. The general partner and

approximately 48% equity owner of Fortress Operating is FIG Corp., a Delaware corporation,

which is a wholly owned subsidiary of FIG. 15 The remaining interests in Fortress Operating are

held by Wesley Edens, Randal Nardone, Peter L. Briger, Jr., and Michael Novogratz, all U.S.

citizens. As noted above, FIG is a publicly traded Delaware limited liability company. FIG has

two classes of shares. Class A shares, representing approximately 48% of the FIG interests, are

publicly traded, while the Class B shares, representing the remaining equity, are held by Messrs.

Edens, Nardone, Briger and Novogratz. 16

14
   LSQ Acquisition Co UST LLC, a Delaware limited liability company ultimately controlled by
FIG, will hold an approximate 50.43% insulated membership interest in LSQ. It also will be
controlled by Fortress Advisors, as its non-member manager, and its members, which will be
comprised of various Fortress Funds, will be insulated in accordance with Section 1.993 of the
Commission’s rules. The remaining insulated members of LSQ will also be various Fortress
Funds. None of the individual Fortress Funds (whether holding an insulated interest directly in
LSQ or through LSQ Acquisition Co UST LLC) will hold an indirect 10% or greater equity
interest in New LightSquared.
15
  In addition, CF LSQ C Holdings LLC, a Delaware limited liability company (“CF LSQ”),
another entity ultimately controlled by FIG, will be a member of New LightSquared holding an
approximate equity interest of up to 9.54% in the company through its ownership of 43.53% of
the Series C Preferred Units. CF LSQ will also be controlled by Fortress Advisors, as its non-
member manager, and the members of CF LSQ are Fortress Funds and other affiliated entities
that will be insulated in accordance with Section 1.993 of the Commission’s rules.
16
  As discussed more fully in the petition for declaratory ruling, certain of the insulated members
of LSQ, CF LSQ and LSQ Acquisition Co UST LLC are deemed to be foreign and/or have
                                                9


         Centerbridge: CCP II AIV Light, L.P. (“Centerbridge II Light”), a Delaware limited

partnership, and Centerbridge Capital Partners SBS II, L.P. (“CCP SBS II”), a Delaware limited

partnership, together will directly hold from 3.2% to 8.1% of New LightSquared’s total equity,

consisting of 8.1% of the common equity and voting interests in New LightSquared as well as

14.2% of the Series A-2 Preferred Units, 16.2% of Series B Preferred Units and 0.3% of Series C

Preferred Units. 17 Centerbridge II Light and CCP SBS II, individually or collectively, will not

control New LightSquared. The general partner of Centerbridge II Light and of CCP SBS II is

Centerbridge Associates II, L.P. (“CB Associates”), a Delaware limited partnership, which has

Centerbridge GP Investors II, LLC (“CB Investors”), a Delaware limited liability company, as its

general partner. Together, Jeffrey Aronson and Mark Gallogly, each a U.S. citizen, ultimately

control CB Investors.

         Harbinger: Harbinger, through HGW US Holding Company, L.P., a Delaware limited

partnership (“HGW US”), will indirectly hold between 26.64% and 44.45% of New

LightSquared’s total equity, consisting of: (a) 44.45% of the Common Units; (b) 46.4% of the

Series A-1 Preferred Units; and (c) 0.59% of the Series C Preferred Units. As depicted in the

ownership diagram attached as Chart C-5:

     •   The sole limited partner of HGW US is HGW Holding Company, L.P. (“HGW
         Cayman”), a Cayman Islands Limited Partnership, which has a 99.9% interest in HGW
         US.
     •   The General Partner of HGW Cayman, which has a 0.1% interest, is HGW GP, Ltd., a
         Cayman Islands Exempted Company, which is wholly owned by Philip A. Falcone.


limited partners that are deemed to be foreign. In addition, certain of the holders of the Class A
shares of FIG are foreign or deemed to be foreign.
17
  Depending on how the value of New LightSquared is determined, Centerbridge II Light will
own up to 7.89% of the equity in New LightSquared and CCP SBS II will own up to 0.21% of
the equity in New LightSquared.

                                                10


     •   The General Partner of HGW US, which has a 0.1% interest, is HGW US GP Corp., a
         Delaware corporation, which is wholly owned by HGW GP, Ltd.
     •   Five entities collectively hold the 99.9% limited partnership interest in HGW Cayman.
         All limited partnership interests in HGW Cayman are insulated.
            o Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), a Cayman
                Islands Exempted Company, has a 70.1% limited partnership interest.
            o Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Situations
                Fund”), a Delaware limited partnership, has a 25.0% limited partnership interest.
            o Global Opportunities Breakaway Fund, L.P. (the “Global Opportunities Fund”), a
                Cayman Islands Exempted Limited Partnership, has a 2.9% limited partnership
                interest.
            o Credit Distressed Blue Line Master Fund, Ltd. (the “Blue Line Fund”), a Cayman
                Islands Exempted Company, has a 1.6% limited partnership interest.
            o Global Opportunities Breakaway MM, L.L.C. (“Global Opportunities MM”), a
                Delaware Limited Liability Company, has a 0.3% limited partnership interest.

         By virtue of the ownership structure depicted in Chart C-5, Philip A. Falcone, who is a

U.S. citizen, controls HGW Cayman and HGW US. He also controls four of the entities that

have limited partnership interests in HGW Cayman and the General Partner of the fifth entity,

the Global Opportunities Fund. Liquidators have been appointed by a Cayman Islands court to

sell off the assets of the Global Opportunities Fund and wind up its existence. Apart from the

Master Fund, the Special Situations Fund, Mr. Falcone, the HGW Cayman and HGW US general

partners, and various intermediate Harbinger feeder funds, general partners, and special purpose

vehicles, 18 only Alford Investment Strategies Ltd. (“Alford”), a Cayman Islands Exempted

Company, and Abu Dhabi Investment Council (“ADIC”), a government institution of Abu



18
   Any of these intermediate Harbinger entities that has a 10% or greater voting or equity interest
in HGW Cayman or HGW US is identified in the foreign ownership Petition for Declaratory
Ruling filed concurrently with this application.

                                                 11


Dhabi, an emirate of the U.A.E, have a 10% or greater voting or equity interest in HGW Cayman

or HGW US. ADIC holds a 100% interest in Alford.Qualifications

       In evaluating assignment and transfer of control applications, the Commission focuses on

whether the proposed assignee or transferee is qualified to hold Commission licenses. 19 As

demonstrated below, New LightSquared is well qualified under the Commission’s rules.

       As explained above, four entities will hold a 10 percent or greater equity and/or voting

interest in New LightSquared: RLI (through RLIHI and RTMI), LSQ, Centerbridge, and

Harbinger.

       RLI ultimately will be controlled by JPMC&Co., a global financial institution that has

successfully managed companies in a wide array of business sectors.

       LSQ will ultimately be controlled by FIG, a highly diversified global investment

management firm with approximately $67.5 billion in assets under management as of December

31, 2014. FIG offers a range of alternative and traditional investment strategies for institutional

and private investors around the world, and applies its expertise across a range of investment

strategies on behalf of more than 1,600 institutional clients and private investors.

       Centerbridge is a private investment firm with approximately $25 billion in capital under

management. The firm focuses on private equity and credit investments and is dedicated to

partnering with world-class management teams across targeted industry sectors to help

companies achieve their operating and financial objectives.




19
  See, e.g., Applications filed by Qwest Commc’ns Int’l Inc. and CenturyTel, Inc. d/b/a
CenturyLink for Consent to Transfer of Control, Memorandum Opinion and Order, 26 FCC Rcd
4194, at ¶ 11 (2011) (“CenturyLink Order”); Robert M. Franklin, Transferor, Inmarsat, Plc,
Transferee, Memorandum Opinion and Order and Declaratory Ruling, 24 FCC Rcd 449, at
¶¶ 23-24 (2009) (“Inmarsat Order”).

                                                 12


          Harbinger Capital Partners is a group of privately-held investment funds that was

founded in 2001. Harbinger seeks to invest in alpha-generating ideas that are uncorrelated to

investment cycles.

III.      Standard of Review

          Pursuant to Section 310(d) of the Communications Act of 1934 (the “Act”), the

Commission will consent to the assignment of a license when it determines that such assignment

would serve the “public interest, convenience, and necessity.” 20 In making this determination,

the Commission employs a “totality of circumstances” approach under which it weighs the

public interest benefits of the transaction against any potential harms resulting from the

transaction. 21 The Commission has determined, however, that transfer and assignment

applications that demonstrate that a transaction meets the public interest and will neither violate

the Communications Act or the Commission’s rules nor frustrate or undermine policies or

enforcement of the Act do not require extensive review or expenditures of considerable resources

by the Commission. 22 In fact, where, as in this case, a transaction will not reduce competition

and the parties possess the requisite qualifications to control the licenses in question, “a




20
     47 U.S.C. § 310(d).
21
  See Inmarsat Order, 24 FCC Rcd at ¶ 16; see also Applications of AT&T Inc. and Atlantic
Tele-Network, Inc., Memorandum Opinion and Order, 28 FCC Rcd 13670, at ¶ 12 (2013);
CenturyLink Order, 26 FCC Rcd at ¶ 7; Intelsat Holdings, Ltd., Transferor, and Serafina
Holdings Ltd., Transferee, Memorandum Opinion and Order, 22 FCC Rcd 22151, at ¶ 16 (2007).
22
  See Applications of Tele-Communications, Inc. and AT&T Corp., Memorandum Opinion and
Order, 14 FCC Rcd 3160, 3170 (1999); Applications of Ameritech Corp., Transferor, and SBC
Communications Inc., Transferee, to Consent to Transfer Control of Corporations Holding
Commission Licenses and Lines, Memorandum Order and Opinion, 14 FCC Rcd 14712 at
14740-41 (1998) (“Ameritech/SBC Order”).

                                                 13


demonstration that benefits will arise from the transfer is not . . . a prerequisite to [Commission]

approval, provided that no foreseeable adverse consequences will result from the transfer.” 23

IV.    Commission Approval of the Emergence Applications Is in the Public Interest

       As detailed herein, the proposed transaction involves patently qualified applicants and

does not violate any law or rule. Further, the transaction does not give rise to any competitive

harms and affirmatively increases competition by facilitating the emergence from bankruptcy of

an entity that will compete robustly in the market and bring consumers a host of other public

interest benefits. Thus, under the Commission’s “totality of circumstances” approach to transfer

applications, the Emergence Applications satisfy the public interest standard under Section

310(d) and the Commission should move promptly to conduct its review and grant the

Emergence Applications.

       A.      Approval of the Emergence Applications Will Serve the Public Interest

       Commission approval of the proposed transaction will promote the public interest in two

specific aspects.

       First, grant of the Emergence Applications will allow LightSquared to emerge from

bankruptcy, consistent with the broad aims of the U.S. Bankruptcy Code, the Communications

Act, and the Commission’s rules and policies. The Commission has repeatedly found that

“allowing a company to consummate its court-approved bankruptcy reorganization plan ‘will

serve the public interest by furthering the equitable purposes of the Federal Bankruptcy Act.’” 24


23
  Applications of Pacific Telesis Group and SBC Communications Inc., Memorandum Opinion
and Order, 12 FCC Rcd 2624, 2626-27 (1997) (“Pacific Telesis Group/SBC Order”); see also
Comcast Cellular Holdings, Inc. and SBC Communications, Inc., Memorandum Opinion and
Order, 14 FCC Rcd 10604, 10608-09 (WTB 1999) (“Comcast/SBC Order”).
24
  New DBSD Satellite Services G.P., Debtor-in-Possession, Transferor, New DBSD Satellite
Services G.P., Transferee Transfer of Control of Earth Station and Ancillary Terrestrial
Component Licenses and Conforming Modifications to Commission Records, Order, DA 10-
1881, ¶ 10 (2010) (“New DBSD Order”), quoting Space Station System Licensee, Inc., Assignor,
                                                 14


The Commission also has recognized that enabling licensees to exit bankruptcy, restructure debt,

and access new capital provides the opportunity for significant public interest benefits. 25 These

benefits can include facilitating increased use of the debtor’s assets, providing for an infusion of

capital and stimulation of investment, and strengthening the commercial viability of a

communications network. 26 Grant of the Emergence Applications will provide each of these

benefits, as LightSquared will be able to move forward with a secure capital structure based on

significant new investment. As is more fully described in the Plan, the proposed restructuring

will give New LightSquared access to $1.25 billion in working capital, resolve significant

outstanding claims, give the company control over lawsuits against the United States

Government, and endow the company with a sustainable capital structure capable of supporting

New LightSquared’s efforts to make full use of its spectrum to provide existing and innovative

services available to the public. Grant of the Emergence Applications, therefore, is consistent

with these long-held public interest goals.

       Second, LightSquared’s reorganization and emergence from bankruptcy will advance the

public interest and benefit consumers by bringing the company’s valuable spectrum resources

and Iridium Constellation LLC, Assignee, Memorandum Opinion and Order, 17 FCC Rcd 2271
(2002) (“2002 Iridium Order”).
25
  See, e.g., DBSD North America, Inc. and DISH Network Corp., Order, 27 FCC Rcd 2250, ¶ 26
(2012) (“The applicants claim that the proposed transactions will enable the two bankrupt
enterprises to emerge from bankruptcy, facilitating retirement of debt and improving access to
capital. We agree. There are significant public interest benefits that will result from an efficient
use of the 2 GHz spectrum by a financially sound licensee that has the requisite capital and
capability to develop and deploy 2 GHz MSS to consumers.”); WorldCom, Inc. and MCI, Inc.
(Transfer Pursuant to Reorganization), Memorandum Opinion and Order, 18 FCC Rcd 26484, ¶
29 (2003) (“WorldCom/MCI Order”) (“[W]e find that facilitating a telecommunications service
provider's successful emergence from bankruptcy advances the public interest by providing
economic and social benefits, especially including the compensation of innocent creditors.”).
26
  Authorizations Granted Applications of Loral Space & Communications Ltd. (DIP) for the
Transfer of Control of Licenses and Authorizations Held by Loral Orion, Inc. (DIP), Loral
SpaceCom Corporation (DIP) and Loral Skynet Network Services, Inc. (DIP) to Loral Space &
Communications Inc., Public Notice, 20 FCC Rcd 15691 (Sept. 30, 2005).

                                                 15


and existing satellite and terrestrial networks to the marketplace. Post-consummation,

LightSquared will be better equipped to continue to provide services to a wide range of private

and public users—including the transport and energy industries, as well as first responders and

federal government agencies—who depend on those services every day for safe, secure

communication. Moreover, LightSquared’s spectrum could be used to support new mobile

broadband services in a manner consistent with the Commission’s rules and Orders and the

National Broadband Plan. 27 As the Commission has recognized, soaring consumer demand for

wireless broadband service is placing significant strain on existing networks. In the face of such

demand, “[e]nsuring that sufficient spectrum is available for incumbent licensees, as well as for

potential entrants, is critical to promoting competition, investment, and innovation.” 28

         B.     The Proposed Transaction Creates No Competitive Harms

         The proposed transaction offers a compelling opportunity for the Commission to

strengthen competition in the wireless market with no concomitant harms. LightSquared’s

reorganization and emergence from bankruptcy will result in an assignment of LightSquared’s

licenses and authorizations to New Licensee, which is committed to moving forward

expeditiously to serve the public. The proposed transactions will have no adverse effect on

actual or potential market concentration, nor will they have any other adverse effect on

competition or consumers. To the contrary, LightSquared’s emergence from bankruptcy with

new, secure financing will enhance LightSquared’s ability to maintain its existing services and

(subject to any required approvals) to offer innovative new services. Conversely, delay in

approving the Emergence Applications will hinder LightSquared’s ability to provide full and

27
     See CONNECTING AMERICA: THE NATIONAL BROADBAND PLAN, at 87 (2010).
28
  Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993; Annual
Report and Analysis of Competitive Market Conditions with Respect to Mobile Wireless,
Including Commercial Mobile Services, Sixteenth Report, 28 FCC Rcd 3700, at ¶ 86 (2013).

                                                 16


robust competition. The Commission has acknowledged that where, as here, licenses are

assigned from a debtor-in-possession, “[o]ften the competitive landscape is little changed . . . .

For example, the debtor-in-possession frequently transfers its licenses to itself as the reorganized

entity. The effect on competition in such cases is minimal, and there is no need for an extensive

balancing of potential competitive harms against the benefits of facilitating the debtor's

emergence from bankruptcy.” 29 Here, given that the New Investors do not hold any significant

wireless or satellite assets or licenses, it is clear that there are no competitive “harms” that need

to be balanced against the public interest benefits noted above. 30

V.     Procedural Considerations

       A.      Request for Expedited Treatment

       To enable the public interest benefits of the instant transaction, expedited action on the

Applications is requested. The Plan Support Agreement terminates on December 15, 2015, if the

Effective Date of the Plan has not occurred, and LightSquared is funded through a debtor in

possession credit facility that matures on December 30, 2015. Prompt action by the Commission

is necessary for LightSquared to meet its loan obligations and implement the Plan before these

dates. Because this transaction is consistent with the objectives of the Communications Act, has

clear public interest benefits, and will not result in competitive or any other harm, prompt action

on the Emergence Applications is warranted.

29
 Adelphia Communications Corporation – Time Warner Cable Inc. Transfer, Memorandum
Opinion and Order, 21 FCC Rcd 8203, ¶ 284 (2006).
30
  See, e.g., Public Notice: International Authorizations Granted, DA 04-628 (Mar. 8, 2004)
(granting applications seeking FCC consent to Globalstar’s emergence from bankruptcy after
concluding that it would raise “[n]o significant competitive concerns” because it would not
impact the company’s market share or the number of MSS competitors). Cf. DBSD North Am.,
Inc., 27 FCC Rcd 2250, at ¶ 28 (2012) (“DISH-DBSD-TerreStar Order”) (“[W]here potential
harms appear to be less likely or less substantial,” Commission “will accept a lesser showing of
the claimed benefits to approve the transaction.”); see also Verizon Commc’ns, Inc. and MCI,
Inc., 20 FCC Rcd 18433, at ¶ 196 (2005).

                                                  17


       B.      Additional Authorizations

       The list of call signs and file numbers included in the Applications is intended to include

all of the licenses, authorizations, and spectrum leases held by the respective licensees or lessees

that are subject to the transaction. However, LightSquared licensees or lessees may now have on

file, and may hereafter file, additional requests for authorizations for new or modified facilities

that may be granted, or it may enter into new spectrum leases before the Commission takes

action on these Applications. Accordingly, the Applicants request that any Commission

approval of the applications filed for this transaction include authority for LightSquared to

acquire control of: (1) any authorization issued to LightSquared or its subsidiaries while this

transaction is pending before the Commission and the period required for consummation of the

transaction; (2) any construction permits held by LightSquared or its subsidiaries that mature into

licenses after closing; (3) any applications or lease notifications that are pending at the time of

consummation; and (4) any leases of spectrum into which LightSquared or its subsidiaries enter

as lessees while this transaction is pending before the Commission and the period required for

consummation of the transaction. Such action would be consistent with prior decisions of the

Commission. 31 In addition, because the proposed transaction facilitates LightSquared’s


31
  See, e.g., Applications of AT&T Inc. and Cellco Partnership d/b/a Verizon Wireless For
Consent to Assign or Transfer Control of Licenses and Authorizations and Modify a Spectrum
Leasing Arrangement, 25 FCC Rcd 8704, 8773 ¶ 165 (2010); Applications of AT&T Inc. and
Centennial Communications Corp. For Consent to Transfer Control of Licenses, Authorizations,
and Spectrum Leasing Arrangements, 24 FCC Rcd 13915, 13981 ¶ 170 (2009); SBC
Communications Inc. and AT&T Corp. Applications for Approval of Transfer of Control,
Memorandum Opinion and Order, 20 FCC Rcd 18290,18392 ¶ 212 (2005); Applications of
AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to Transfer Control of
Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522 at 21626 ¶
275 (2004); Southern New England Telecomm./SBC Order, 13 FCC Rcd 21292, 21317 ¶ 49;
Applications of NYNEX Corp. and Bell Atl. Corp., Memorandum Opinion and Order, 12 FCC
Rcd 19985, 20097-98 ¶¶ 246-56 (1997) (“NYNEX/Bell Atlantic Order”); Pacific Telesis
Group/SBC Order, 12 FCC Rcd 2624, 2665 ¶ 93; Applications of Craig O. McCaw and Am. Tel.
& Tel. Co., Memorandum Opinion and Order, 9 FCC Rcd 5836, 5909 ¶ 137 n.300 (1994), aff’d
                                                 18


emergence from bankruptcy, Applicants request that Commission approval include any

authorizations that may have been inadvertently omitted.

       C.      Exemption from Cut-off Rules

       Pursuant to Sections 1.927(h), 1.929(a)(2), and 1.933(b) of the Commission’s Rules, to

the extent necessary, 32 the Applicants request a blanket exemption from any applicable cut-off

rules in cases where the licensees in this transaction file amendments to pending applications in

order to reflect consummation of the proposed transaction. This exemption is requested to

prevent amendments to pending applications that report the change in ultimate ownership of the

licenses involved in these applications from being treated as major amendments. The nature of

the proposed transaction demonstrates that the ownership changes would not be made for the

acquisition of any particular pending application, but as part of a larger transaction undertaken

for an independent and legitimate business purpose. Grant of this request would be consistent

with prior Commission decisions that have routinely granted a blanket exemption in cases

involving multiple-license transactions, such as this one. 33




sub nom. SBC Commc’ns Inc. v. FCC, 56 F.3d 1484 (D.C. Cir. 1995), recons. in part, 10 FCC
Rcd 11786 (1995) (“McCaw/AT&T Order”).
32
   With respect to cut-off rules under Sections 1.927(h) and 1.929(a)(2), the Commission
previously has found that the public notice announcing the transaction will provide adequate
notice to the public with respect to the licenses involved, including for any license modifications
pending. In such cases, it determined that a blanket exemption of the cut-off rules was
unnecessary. See Applications of Ameritech Corp. and GTE Consumer Services Inc. for Consent
to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 15 FCC
Rcd 6667, 6668 ¶ 2 n.6 (1999); Comcast/SBC Order, 14 FCC Rcd 10604, 10605, ¶ 2 n.3.
33
   See, e.g., Applications of PacifiCorp Holdings, Inc., and Century Tel. Enters., Inc. for Consent
to Transfer Control of Pac. Telecom, Inc., a Subsidiary of PacifiCorp Holdings, Inc.,
Memorandum Opinion and Order, 13 FCC Rcd 8891, 8915-16, ¶ 47 (1997); NYNEX/Bell
Atlantic Order, 12 FCC Rcd at 20091-92 ¶ 234; McCaw/AT&T Order, 9 FCC Rcd at ¶ 137
n.300.

                                                 19


          D.     Unconstructed Facilities

          To the extent any authorizations for unconstructed systems are covered by this

transaction, these authorizations are merely incidental to the larger transaction, with no separate

payment being made for any individual authorization or facility. Accordingly, there is no reason

to review the transaction from a trafficking perspective. 34

          E.     Environmental Impact

          As required by Section 1.923(e) of the Commission’s rules, 35 the Applicants state that the

assignment of licenses, authorizations, and leases involved in this transaction will not have a

significant environmental effect, as defined by Section 1.1307 of the Commission’s rules. 36 An

assignment of licenses and leases does not involve any engineering changes and, therefore,

cannot have a significant environmental impact.

VI.       Conclusion

          For the foregoing reasons, the proposed reorganization and emergence from bankruptcy

of LightSquared Subsidiary LLC, Debtor-in-Possession serves the public interest, convenience

and necessity. Therefore, Applicants respectfully request that the Commission promptly grant

these applications.



                                                Respectfully submitted,




34
  See 47 C.F.R. § 1.948(i) (noting that the Commission may request additional information
regarding trafficking if it appears that a transaction involves unconstructed authorizations that
were obtained for the principal purpose of speculation); id. § 101.55(c)-(d) (permitting transfers
of unconstructed microwave facilities that are “incidental to a sale of other facilities or merger of
interests”).
35
     47 C.F.R. § 1.923(e).
36
     Id. § 1.1307.

                                                  20


                       /s/ Gerard J. Waldron
                       Gerard J. Waldron
                       Michael Beder
                       Ani Gevorkian
                       Covington & Burling LLP
                       One CityCenter
                       850 Tenth Street, N.W.
                       Washington, DC 20001-4956
                       gwaldron@cov.com
                       mbeder@cov.com
                       agevorkian@cov.com

                       Counsel to LightSquared Subsidiary, LLC, Debtor-
                        in-Possession and LightSquared Subsidiary, LLC
Dated: April 6, 2015




                         21


                                 Schedule of Attachments


Attachment A: LightSquared License Authorizations

Attachment B: LightSquared Pre-Bankruptcy Organizational Chart

Attachment C: LightSquared Organizational Charts Upon Effective Date of Reorganization Plan
      Chart C-1: Post-Reorganization LightSquared
      Chart C-2: Detail of JPMC&Co. Interests
      Chart C-3: Detail of Fortress Interests
      Chart C-4: Detail of Centerbridge Interests
      Chart C-5: Detail of Harbinger Interests

Attachment D: Reorganization Plan as Confirmed by the Bankruptcy Court on March 27, 2015




                                            22


                                         Attachment A

                               LightSquared License Authorizations

Section 214 Authorizations

Licensee                                         File Number
LightSquared Subsidiary LLC                      ITC-214-19951215-00023
                                                 ITC-MOD-20120927-00246 (formerly ITC-
                                                 214-19951215-00022)


Space Station Authorizations

Licensee                           Call Sign                         Expiration Date
LightSquared Subsidiary LLC        S2358                             N/A
LightSquared Subsidiary LLC,       AMSC-1                            12/31/2014
Debtor-in-Possession

Earth Station Authorizations

Licensee                           Call Sign      Station Class      Expiration Date
LightSquared Subsidiary LLC        E080030        Fixed-T/R          10/27/2023
                                   E080031        Fixed-T/R          10/27/2023
LightSquared Subsidiary LLC        E930124        Fixed-T/R          11/04/2019
LightSquared Subsidiary LLC        E100051        Fixed-T/R          6/25/2025
LightSquared Subsidiary LLC        E980179        Mobile             11/30/2024
LightSquared Subsidiary LLC        E930367        Mobile             3/13/2020
LightSquared Subsidiary LLC,       E130161        Fixed-T/R          3/21/2029
Debtor-in-Possession

Wireless Authorizations

Licensee                        Call Sign       Station Class         Expiration Date
LightSquared Subsidiary         WQHL596         IG -                  8/31/2017
LLC, Debtor-in-Possession                       Industrial/Busine
                                                ss Pool,
                                                Conventional
                                WQMN726         MM - Millimeter       10/05/2020
                                                Wave 70/80/90
                                                GHz Service
LightSquared Subsidiary         S2358           TC - MSS              11/13/2025
LLC                                             Ancillary
                                                Terrestrial
                                                Component
                                                (ATC) Leasing


One Dot Six Corp (Lessee)      WPYQ831      BC - 1670-1675    10/01/2023
                               (L000007295) MHz Band,
                                            Market Area

Experimental Authorization

Licensee                         Call Sign                   Expiration Date
LightSquared Subsidiary LLC,     WH2XDX                      6/01/2016
Debtor-in-Possession


                 Attachment B

LightSquared Pre-Bankruptcy Organizational Chart


                               Attachment C

LightSquared Organizational Charts Upon Effective Date of Reorganization Plan


Chart C-1


         Chart C-2

Detail of JPMC&Co. Interests


        Chart C-3

Detail of Fortress Interests


          Chart C-4

Detail of Centerbridge Interests


         Chart C-5

Detail of Harbinger Interests


                             Attachment D

Reorganization Plan as Confirmed by the Bankruptcy Court on March 27, 2015


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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

                                                          )
In re:                                                    )      Chapter 11
                                                          )
LIGHTSQUARED INC., et al.,                                )      Case No. 12-12080 (SCC)
                                                          )
                            Debtors. 1                    )      Jointly Administered
                                                          )


     MODIFIED SECOND AMENDED JOINT PLAN PURSUANT TO CHAPTER 11 OF
                         BANKRUPTCY CODE




MILBANK, TWEED, HADLEY &                                      KASOWITZ, BENSON, TORRES &
MCCLOY LLP                                                    FRIEDMAN LLP
One Chase Manhattan Plaza                                     1633 Broadway
New York, New York 10005                                      New York, New York 10019
(212) 530-5000                                                (212) 506-1700
Counsel for the Debtors                                       Counsel for Harbinger Capital Partners LLC

FRIED, FRANK, HARRIS, SHRIVER &                               STROOCK & STROOCK & LAVAN LLP
JACOBSON LLP                                                  180 Maiden Lane
One New York Plaza                                            New York, New York 10038
New York, New York 10004                                      (212) 806-5400
(212) 859-8000                                                Counsel for Fortress Credit Opportunities
Counsel for Centerbridge Partners, L.P.                       Advisors LLC

Dated:         New York, New York
               March 26, 2015




1
      The debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal or foreign tax or
      registration identification number, are: LightSquared Inc. (8845), LightSquared Investors Holdings Inc. (0984),
      One Dot Four Corp. (8806), One Dot Six Corp. (8763), SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC
      (N/A), SkyTerra Investors LLC (N/A), TMI Communications Delaware, Limited Partnership (4456),
      LightSquared GP Inc. (6190), LightSquared LP (3801), ATC Technologies, LLC (3432), LightSquared Corp.
      (1361), LightSquared Finance Co. (6962), LightSquared Network LLC (1750), LightSquared Inc. of Virginia
      (9725), LightSquared Subsidiary LLC (9821), Lightsquared Bermuda Ltd. (7247), SkyTerra Holdings (Canada)
      Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six TVCC Corp. (0040). The location of the debtors’
      corporate headquarters is 10802 Parkridge Boulevard, Reston, VA 20191.


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                                        TABLE OF CONTENTS

                                                                                Page
ARTICLE I.     DEFINED TERMS, RULES OF INTERPRETATION,
               COMPUTATION OF TIME, AND GOVERNING LAW ................................2
       A.      Defined Terms ...................................................................................................2
       B.      Rules of Interpretation .....................................................................................31
       C.      Computation of Time .......................................................................................32
       D.      Governing Law ................................................................................................32
       E.      Reference to Monetary Figures ........................................................................32
       F.      Approval Rights Over Plan Documents ...........................................................32
       G.      Rights of the Debtors Under the Plan ..............................................................33
       H.      Nonconsolidated Plan ......................................................................................33
ARTICLE II.    ADMINISTRATIVE CLAIMS, ACCRUED PROFESSIONAL
               COMPENSATION
               CLAIMS, DIP CLAIMS, PRIORITY TAX CLAIMS, AND
               U.S. TRUSTEE FEES......................................................................................33
       A.      Administrative Claims .....................................................................................33
       B.      Accrued Professional Compensation Claims ...................................................35
       C.      DIP Inc. Claims ................................................................................................36
       D.      DIP LP Claims .................................................................................................37
       E.      New Inc. DIP Claims .......................................................................................37
       F.      New LP DIP Claims.........................................................................................37
       G.      Priority Tax Claims ..........................................................................................37
       H.      Payment of Statutory Fees ...............................................................................38
ARTICLE III.   CLASSIFICATION AND TREATMENT OF CLAIMS AND
               EQUITY INTERESTS.....................................................................................38
       A.      Summary ..........................................................................................................38
       B.      Classification and Treatment of Claims and Equity Interests ..........................38
       C.      Special Provision Governing Unimpaired Claims and Equity
               Interests ............................................................................................................50
       D.      Acceptance or Rejection of Plan ......................................................................50
       E.      Elimination of Vacant Classes .........................................................................51
       F.      Confirmation Pursuant to Section 1129(b) of Bankruptcy Code .....................51
       G.      Controversy Concerning Impairment ..............................................................51
ARTICLE IV.    MEANS FOR IMPLEMENTATION OF PLAN ............................................51
       A.      Sources of Consideration for Plan Distributions .............................................51
       B.      Plan Transactions .............................................................................................52
       C.      Issuance of New LightSquared Entities Shares; Reinstatement
               of Reinstated Intercompany Interests...............................................................59
       D.      Section 1145 and Other Exemptions................................................................59
       E.      Listing of New LightSquared Entities Shares; Reporting
               Obligations .......................................................................................................60
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       F.      New LightSquared Interest Holders Agreement ..............................................60
       G.      Indemnification Provisions in Reorganized Debtors
               Governance Documents ...................................................................................61
       H.      Management Incentive Plan .............................................................................61
       I.      Corporate Governance .....................................................................................61
       J.      Vesting of Assets in Reorganized Debtors ......................................................62
       K.      Cancellation of Securities and Agreements .....................................................62
       L.      Corporate Existence .........................................................................................63
       M.      Corporate Action ..............................................................................................64
       N.      Effectuating Documents; Further Transactions ...............................................64
       O.      Exemption from Certain Taxes and Fees .........................................................65
       P.      Preservation, Transfer, and Waiver of Rights of Action .................................65
       Q.      Assumption of D&O Liability Insurance Policies ...........................................66
       R.      Employee and Retiree Benefits ........................................................................66
ARTICLE V.     TREATMENT OF EXECUTORY CONTRACTS AND
               UNEXPIRED LEASES ...................................................................................67
       A.      Assumption and Rejection of Executory Contracts and
               Unexpired Leases .............................................................................................67
       B.      Claims Based on Rejection of Executory Contracts or
               Unexpired Leases .............................................................................................68
       C.      Cure of Defaults for Executory Contracts and Unexpired
               Leases Assumed Pursuant to Plan....................................................................69
       D.      Pre-existing Obligations to Debtors Under Executory Contracts
               and Unexpired Leases ......................................................................................70
       E.      Intercompany Contracts, Contracts, and Leases Entered into
               After Petition Date, Assumed Executory Contracts, and
               Unexpired Leases .............................................................................................70
       F.      Modifications, Amendments, Supplements, Restatements, or
               Other Agreements ............................................................................................70
       G.      Postpetition Contracts and Leases ...................................................................71
       H.      Reservation of Rights .......................................................................................71
       I.      Nonoccurrence of Effective Date.....................................................................71
ARTICLE VI.    PROVISIONS GOVERNING DISTRIBUTIONS ..........................................72
       A.      Distribution Record Date .................................................................................72
       B.      Timing and Calculation of Amounts To Be Distributed..................................72
       C.      Disbursing Agent .............................................................................................73
       D.      Rights and Powers of Disbursing Agent ..........................................................73
       E.      Plan Distributions on Account of Claims and Equity Interests
               Allowed After Effective Date ..........................................................................74
       F.      Delivery of Plan Distributions and Undeliverable or Unclaimed
               Plan Distributions.............................................................................................74
       G.      Compliance with Tax Requirements/Allocations ............................................76
       H.      Setoffs ..............................................................................................................76
       I.      Recoupment .....................................................................................................77

                                                           ii


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       J.       Claims Paid or Payable by Third Parties .........................................................77
ARTICLE VII.    PROCEDURES FOR RESOLVING CONTINGENT,
                UNLIQUIDATED,
                AND DISPUTED CLAIMS AND DISPUTED EQUITY
                INTERESTS ....................................................................................................78
       A.       Allowance of Claims and Equity Interests.......................................................78
       B.       Claims and Equity Interests Administration Responsibilities .........................78
       C.       Estimation of Claims or Equity Interests .........................................................79
       D.       Expungement or Adjustment to Claims or Equity Interests
                Without Objection............................................................................................79
       E.       No Interest ........................................................................................................80
       F.       Deadline To File Objections to Claims or Equity Interests .............................80
       G.       Disallowance of Claims or Equity Interests.....................................................80
       H.       Amendments to Claims ....................................................................................81
ARTICLE VIII.   SETTLEMENT, RELEASE, INJUNCTION, AND RELATED
                PROVISIONS ..................................................................................................81
       A.       Discharge of Claims and Termination of Equity Interests...............................81
       B.       Subordinated Claims ........................................................................................82
       C.       Compromise and Settlement of Claims and Controversies .............................82
       D.       Releases by Debtors .........................................................................................82
       E.       Exculpation ......................................................................................................83
       F.       Third-Party Releases by Holders of Claims or Equity Interests ......................84
       G.       Injunctions........................................................................................................85
       H.       Release of Liens ...............................................................................................86
ARTICLE IX.     CONDITIONS PRECEDENT TO CONFIRMATION DATE
                AND EFFECTIVE DATE OF PLAN..............................................................86
       A.       Conditions Precedent to Confirmation Date ....................................................86
       B.       Conditions Precedent to Effective Date ...........................................................87
       C.       Waiver of Conditions .......................................................................................89
ARTICLE X.      MODIFICATION, REVOCATION, OR WITHDRAWAL OF
                PLAN ...............................................................................................................89
       A.       Modification and Amendments........................................................................89
       B.       Effect of Confirmation on Modifications ........................................................90
       C.       Revocation or Withdrawal of Plan ...................................................................90
       D.       Validity of Certain Plan Transactions If Effective Date Does
                Not Occur .........................................................................................................90
ARTICLE XI.     RETENTION OF JURISDICTION .................................................................91
ARTICLE XII.    MISCELLANEOUS PROVISIONS ................................................................93
       A.       Immediate Binding Effect ................................................................................93
       B.       Additional Documents .....................................................................................94
       C.       Reservation of Rights .......................................................................................94

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      D.       Successors and Assigns....................................................................................94
      E.       Service of Documents ......................................................................................94
      F.       Term of Injunctions or Stays............................................................................96
      G.       Plan Supplement ..............................................................................................96
      H.       Entire Agreement .............................................................................................96
      I.       Non-severability of Plan Provisions ................................................................96
      J.       Votes Solicited in Good Faith ..........................................................................97
      K.       Waiver or Estoppel ..........................................................................................97
      L.       Conflicts ...........................................................................................................97




                                                          iv


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                                        INTRODUCTION

        Fortress, Centerbridge, Harbinger, and the Debtors, as the Plan Proponents, hereby
respectfully propose the following joint chapter 11 plan for the resolution of outstanding claims
against, and interests in, the Debtors pursuant to title 11 of the United States Code, 11 U.S.C.
§§ 101-1532. Reference is made to the Disclosure Statement for a discussion of the Debtors’
history, businesses, assets, results of operations, and projections of future operations, as well as a
summary and description of the Plan and certain related matters. The Plan may be altered,
amended, modified, revoked, or withdrawn in accordance with, and subject in all respects to, the
terms of the Plan Support Agreement and the Plan, or, in the case of the Debtors, the terms of the
Plan only, prior to its substantial consummation.

        Among other things, the Plan provides for the satisfaction in full of all Allowed Claims
against the Debtors, provides for a recovery to Holders of Existing Inc. Preferred Stock and
Existing LP Preferred Units and resolves certain significant issues between the LP Debtors’
Estates and the Inc. Debtors’ Estates. The Plan is the product of months of mediation and
significant negotiations and efforts by the various key constituents in the Chapter 11 Cases, as
well as the mediator appointed by the Bankruptcy Court, to broker as much consensus as
possible and develop a restructuring plan that will achieve maximum returns for the Estates and
stakeholders. Significantly, the Plan is a joint plan for both the Inc. Estates and the LP Estates,
which, as numerous parties have consistently stated, is the best means to maximize value for the
benefit of all Holders of Claims and Equity Interests and avoids potential litigation over
numerous issues that would otherwise arise between the stakeholders of the Inc. Estates and the
stakeholders of the LP Estates.

         The New Investors, through the provision of new equity investments, new debtor in
possession financing and the purchase of certain DIP Claims, are providing the Debtors with
additional liquidity to fund the Debtors’ operations through the Effective Date and to repay in
full the Allowed DIP Inc. Claims and the Allowed DIP LP Claims. Additionally, as set forth
herein, the Plan contemplates, among other things, (a) a first lien exit financing facility of $1.25
billion, (b) the issuance of new debt and equity instruments, (c) the assumption of certain
liabilities, and (d) the preservation of the Debtors’ litigation claims.

        Upon their emergence from bankruptcy, the Reorganized Debtors will have a sustainable
capital structure and will be stronger and better positioned to avail themselves of significant
upside value of the pending spectrum license modification applications. The Plan Proponents
accordingly believe that the Plan is the highest and best restructuring offer available to the
Debtors that will maximize the value of the Estates for the benefit of the Debtors’ creditors and
equity holders.

      ALL HOLDERS OF CLAIMS OR EQUITY INTERESTS ENTITLED TO VOTE ON
THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE
STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE
PLAN.


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                                 ARTICLE I.
                  DEFINED TERMS, RULES OF INTERPRETATION,
                  COMPUTATION OF TIME, AND GOVERNING LAW

A.     Defined Terms

      Unless the context otherwise requires, the following terms shall have the following
meanings when used in capitalized form herein:

       1.      “Accrued Professional Compensation Claims” means, at any given moment, all
accrued fees and expenses (including success fees) for services rendered by all Professionals
through and including the Effective Date, to the extent such fees and expenses have not been
paid and regardless of whether a fee application has been Filed for such fees and expenses, but in
all events subject to estimation as provided in Section VII.C hereof. To the extent that the
Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s fees or
expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the
applicable Accrued Professional Compensation Claim.

       2.     “Acquired DIP Inc. Claims” means, collectively, the Fortress/Centerbridge
Acquired DIP Inc. Claims and the JPM Acquired DIP Inc. Claims.

        3.      “Acquired Inc. Facility Claims” means the Allowed Prepetition Inc. Facility
Non-Subordinated Claims (inclusive of principal, Inc. Facility Prepetition Interest, and Inc.
Facility Postpetition Interest allocable to the Inc. Facility Non-Subordinated Claims accrued
through the Inc. Facilities Claims Purchase Closing Date but exclusive of the Prepetition Inc.
Facility Repayment Premium and the Prepetition Inc. Fee Claims) purchased for Cash in an
amount equal to the Acquired Inc. Facility Claims Purchase Price by SIG from the Prepetition
Inc. Facility Claims Sellers on the Inc. Facilities Claims Purchase Closing Date pursuant to, and
subject to the terms and conditions of, the JPM Inc. Facilities Claims Purchase Agreement.

        4.      “Acquired Inc. Facility Claims Purchase Price” means an amount equal to the
Allowed amount of the Prepetition Inc. Facility Non-Subordinated Claims inclusive of principal,
Inc. Facility Prepetition Interest, and Inc. Facility Postpetition Interest allocable to the
Prepetition Inc. Facility Non-Subordinated Claims accrued through the Inc. Facilities Claims
Purchase Closing Date but exclusive of the Prepetition Inc. Facility Repayment Premium and the
Prepetition Inc. Fee Claims, and which amount as of January 15, 2015 equals $337,879,725.54
(which shall increase on a per diem basis through and including the Inc. Facilities Claims
Purchase Closing Date to account for the Inc. Facility Postpetition Interest allocable to the
Prepetition Inc. Facility Non-Subordinated Claims accrued from January 16, 2015 through the
Inc. Facilities Claims Purchase Closing Date).

        5.      “Administrative Claim” means a Claim for costs and expenses of administration
pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:
(a) the actual and necessary costs and expenses incurred after the Petition Date and through the
Effective Date of preserving the Estates and operating the businesses of the Debtors (including
wages, salaries, or commissions for services, and payments for goods and other services and
leased premises); (b) compensation for legal, financial advisory, accounting, and other services,
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and reimbursement of expenses pursuant to sections 328, 330(a), or 331 of the Bankruptcy Code
or otherwise for the period commencing on the Petition Date and ending on the Effective Date,
including Accrued Professional Compensation Claims; (c) all fees and charges assessed against
the Estates pursuant to chapter 123 of the Judicial Code, including the U.S. Trustee Fees; (d) the
DIP Claims; (e) all requests for compensation or expense reimbursement for making a
substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of
the Bankruptcy Code; (f) any and all KEIP Payments; (g) the Prepetition Inc. Fee Claims; (h) the
DIP Inc. Fee Claims; (i) all indemnification claims arising from the postpetition services of the
directors serving on the special committee of the boards of directors for LightSquared Inc. and
LightSquared GP Inc., as approved by the Bankruptcy Court pursuant to the Final Order (I)
Approving Compensation for Independent Directors, (II) Authorizing Administrative Expense
Priority for Indemnification Claims Arising From Postpetition Services of Independent
Directors, and (III) Granting Related Relief [Docket No. 897]; and (j) any fees and expenses that
are earned and payable pursuant to the New DIP Facilities, the Working Capital Facility, the
Plan, and the other Plan Documents, including the New Investor Fee Claims.

      6.     “Administrative Claims Bar Date” means the deadline for filing requests for
payment of Administrative Claims, which shall be thirty (30) days after the Effective Date.

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

        8.      “Allowed” means, with respect to Claims, any Claim that (a) is evidenced by a
Proof of Claim Filed by the applicable Claims Bar Date or that is not required to be evidenced by
a Filed Proof of Claim under the Bankruptcy Code or a Final Order, (b) is listed on the Schedules
as of the Effective Date as not contingent, not unliquidated, and not disputed, and for which no
Proof of Claim has been timely Filed, (c) has been compromised, settled, or otherwise resolved
pursuant to the authority granted to the Debtors by a Final Order of the Bankruptcy Court, or (d)
is Allowed pursuant to the Plan or a Final Order; provided, however, that with respect to any
Claim described in clauses (a) or (b) above, such Claim shall be considered Allowed only if, and
to the extent that, with respect to any Claim, no objection to the allowance thereof, request for
estimation, motion to deem the Schedules amended, or other challenge has been interposed
within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules, or the Bankruptcy Court, if any, or such a challenge is so interposed and the Claim shall
have been Allowed for distribution purposes only by a Final Order. Any Claim that has been or
is hereafter listed on the Schedules as contingent, unliquidated, or disputed, and for which no
Proof of Claim has been timely Filed, is not considered Allowed and shall be expunged without
further action by the Debtors or the Reorganized Debtors and without any further notice to or
action, order, or approval of the Bankruptcy Court. Notwithstanding anything to the contrary
herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed
Allowed unless and until such Entity pays in full the amount that it owes such Debtor or
Reorganized Debtor, as applicable. In addition, “Allowed” means, with respect to any Equity
Interest, such Equity Interest is reflected as outstanding (other than any such Equity Interest held
by any Debtor or any subsidiary of a Debtor) in the stock transfer ledger or similar register of the
applicable Debtor on the Distribution Record Date and is not subject to any objection or
challenge.


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         9.     “Alternative Transaction” means any agreement, chapter 11 plan, sale, winding
up, liquidation, reorganization, merger, or restructuring of the Debtors other than the Plan that
pays in full in Cash (unless a particular Holder of Claims or Equity Interests is offered to be paid
in full in Cash and agrees to different treatment in lieu of being paid in full in Cash) all Claims
against, or Equity Interests in, the Debtors other than those set forth in Classes 13-
16B; provided, however, that to the extent that such Alternative Transaction that pays in full in
Cash all Claims against, or Equity Interests in, the Debtors (other than (i) those set forth in
Classes 13-16B and (ii) in accordance with the foregoing parenthetical, with respect to those
Holders of Claims or Equity Interests who have agreed to different treatment in lieu of being
paid in full in Cash) is proposed, sponsored, funded, arranged, or otherwise supported by the
Holder of a Claim or Equity Interest or such Holder’s equity owner or affiliate (including as to
SPSO, any SPSO Affiliate), such Holder’s Claim or Equity Interest (as applicable) shall not be
required to be paid (or be offered to be paid) in full in Cash.

       10.    “Appeal” means that certain cause of action captioned Harbinger Capital
Partners LLC, HGW US Holding Company LP, Blue Line DZM Corp., and Harbinger Capital
Partners SP, Inc. v. SP Special Opportunities LLC, DISH Network Corporation, EchoStar
Corporation, Charles W. Ergen, Sound Point Capital Management LP, and Stephen Ketchum,
No. 14-MC-00234 (S.D.N.Y. filed June 19, 2014).

       11.     “Assets” means all rights, titles, and interest of the Debtors of any nature in
property of any kind, wherever located, as specified in section 541 of the Bankruptcy Code.

        12.    “Avoidance Actions” means any and all actual or potential claims and causes of
action to avoid a transfer of property or an obligation incurred by the Debtors pursuant to any
applicable section of the Bankruptcy Code, including sections 502, 510, 542, 544, 545, 547-553,
and 724(a) of the Bankruptcy Code, or under similar or related state or federal statutes and
common law, including fraudulent transfer laws.

        13.     “Ballot” means the ballot upon which Holders of Claims or Equity Interests
entitled to vote shall cast their vote to accept or reject the Plan.

       14.     “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-
1532, as applicable to the Chapter 11 Cases, as may be amended from time to time.

        15.    “Bankruptcy Court” means the United States Bankruptcy Court for the Southern
District of New York having jurisdiction over the Chapter 11 Cases, and, to the extent of the
withdrawal of any reference under section 157 of the Judicial Code or the General Order of the
District Court pursuant to section 151 of the Judicial Code, the United States District Court for
the Southern District of New York.

       16.      “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as
applicable to the Chapter 11 Cases, promulgated under section 2075 of the Judicial Code and the
general, local, and chambers rules of the Bankruptcy Court.




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       17.    “Bid Procedures Order” means the Order (A) Establishing Bid Procedures, (B)
Scheduling Date and Time for Auction, (C) Approving Assumption and Assignment Procedures,
(D) Approving Form of Notice, and (E) Granting Related Relief [Docket No. 892].

        18.    “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday”
(as defined in Bankruptcy Rule 9006(a)).

        19.    “Canadian Court” means the Ontario Superior Court of Justice (Commercial
List) having jurisdiction over the CCAA Proceedings.

       20.   “Canadian Proceeding” means the proceedings commenced with respect to the
Chapter 11 Cases in the Canadian Court pursuant to Part IV of the Companies’ Creditors
Arrangement Act.

        21.    “Cash” means the legal tender of the United States of America or the equivalent
thereof.

         22.     “Causes of Action” means any claim, cause of action, controversy, demand,
right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account,
defense, offset, power, privilege, license, and franchise of any kind or character whatsoever,
known, unknown, contingent or non-contingent, matured or unmatured, suspected or
unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable
directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in
tort, in law or in equity, or pursuant to any other theory of law. For purposes of clarity, Causes of
Action includes, without limitation, the following: (a) any right of setoff, counterclaim, or
recoupment and any claim on contracts or for breaches of duties imposed by law or in equity; (b)
the right to object to Claims or Equity Interests; (c) any claim pursuant to section 362 of the
Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury and any
other defenses set forth in section 558 of the Bankruptcy Code; (e) any Avoidance Actions; and
(f) any cause of action listed on the Schedule of Retained Causes of Action.

        23.     “CCAA Proceedings” means the proceedings commenced by LightSquared LP,
in its capacity as foreign representative of the Debtors pursuant to Part IV of the Companies’
Creditors Arrangement Act, R.S.C. 1985, c.C-36.

         24.    “Centerbridge” means Centerbridge Partners, L.P. on behalf of certain of its
affiliated funds.

       25.     “Certificate” means any instrument evidencing a Claim or an Equity Interest.

       26.      “Chapter 11 Cases” means (a) when used with reference to a particular Debtor or
group of Debtors, the chapter 11 case or cases pending for that Debtor or group of Debtors under
chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to
all Debtors, the jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy
Court.



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

        28.    “Claims and Equity Interests Objection Bar Date” means the deadline for
objecting to a Claim or Equity Interest, which shall be on the date that is the later of (a) six (6)
months after the Effective Date and (b) such later period of limitation as may be specifically
fixed by an order of the Bankruptcy Court.

        29.     “Claims and Solicitation Agent” means Kurtzman Carson Consultants LLC, the
notice, claims, solicitation, and balloting agent retained by the Debtors in the Chapter 11 Cases.

       30.    “Claims Bar Date” means, with reference to a Claim, the date by which Proofs of
Claim must be or must have been Filed with respect to such Claim, as ordered by the Bankruptcy
Court pursuant to the Claims Bar Date Order or another Final Order of the Bankruptcy Court.

       31.   “Claims Bar Date Order” means the Order Pursuant to 11 U.S.C. § 502(b)(9)
and Fed. R. Bankr. P. 2002 and 3003(c)(3) Establishing Deadlines for Filing Proofs of Claim
and Procedures Relating Thereto and Approving Form and Manner of Notice Thereof [Docket
No. 266].

       32.    “Claims Register” means the official register of Claims maintained by the
Claims and Solicitation Agent.

        33.     “Class” means a category of Holders of Claims or Equity Interests as set forth in
Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.

       34.     “Collateral” means any property or interest in property of the Estates subject to a
Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance or
otherwise invalid under the Bankruptcy Code or applicable non-bankruptcy law.

       35.    “Confirmation” means the entry of the Confirmation Order on the docket of the
Chapter 11 Cases.

      36.    “Confirmation Date” means the date upon which the Bankruptcy Court enters
the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of
Bankruptcy Rules 5003 and 9021.

       37.     “Confirmation Hearing” means the hearing held by the Bankruptcy Court on the
Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may
be continued from time to time.

       38.    “Confirmation Hearing Date” means the date of the commencement of the
Confirmation Hearing.

       39.     “Confirmation Order” means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code, and granting other related relief, in form
and substance satisfactory to each of the New Investors, the Debtors, and MAST (solely with

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respect to those provisions of the Confirmation Order that relate to MAST Terms) and
reasonably satisfactory to MAST as to all other provisions of the Confirmation Order.

        40.      “Confirmation Recognition Order” means an order of the Canadian Court,
which shall be in form and substance satisfactory to each of the New Investors, the Debtors, and
MAST (solely with respect to those provisions of the Confirmation Recognition Order that relate
to MAST Terms) and reasonably satisfactory to MAST as to all other provisions of the
Confirmation Recognition Order, recognizing the entry of the Confirmation Order and vesting in
the Reorganized Debtors all of the Debtors’ rights, titles, and interest in and to the Assets that are
owned, controlled, regulated, or situated in Canada, free and clear of all Liens, Claims, charges,
interests, or other encumbrances, in accordance with applicable law.

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

        42.    “Cure Costs” means all amounts (or such lesser amount as may be agreed upon
by the parties under an Executory Contract or Unexpired Lease) required to cure any monetary
defaults under any Executory Contract or Unexpired Lease that is to be assumed, or assumed and
assigned, by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

       43.     “D&O Liability Insurance Policies” means all insurance policies of any of the
Debtors for directors’, managers’, and officers’ liability.

       44.    “Debtor” means one of the Debtors, in its individual capacity as a debtor in these
Chapter 11 Cases.

       45.     “Debtors” means, collectively, the Inc. Debtors and the LP Debtors.

       46.     “DIP Agents” means the DIP Inc. Agent and the New DIP Agents.

       47.     “DIP Claim” means a DIP Inc. Claim, a DIP LP Claim, or a New DIP Claim.

      48.       “DIP Facilities” means the DIP Inc. Facility, the DIP LP Facility, and the New
DIP Facilities.

      49.     “DIP Inc. Agent” means U.S. Bank National Association, as Arranger,
Administrative Agent, and Collateral Agent under the DIP Inc. Credit Agreement.

       50.   “DIP Inc. Borrower” means One Dot Six Corp., as borrower under the DIP Inc.
Credit Agreement.

        51.     “DIP Inc. Claim” means a Claim held by the DIP Inc. Agent or DIP Inc. Lenders
arising under or related to the DIP Inc. Facility, including, without limitation, all principal,
interest, default interest, commitment fees, and exit fees provided for thereunder.

       52.     “DIP Inc. Claims Sellers” means the Holders of JPM Acquired DIP Inc. Claims
and the Fortress/Centerbridge Acquired DIP Inc. Claims immediately prior to the Inc. Facilities
Claims Purchase Closing Date.

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        53.     “DIP Inc. Credit Agreement” means that certain Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated as of July 19, 2012 (as amended, supplemented,
restated, or otherwise modified from time to time in accordance with the terms thereof), among
the DIP Inc. Obligors, the DIP Inc. Agent, and the DIP Inc. Lenders.

       54.    “DIP Inc. Facility” means that certain debtor in possession credit facility
provided in connection with the DIP Inc. Credit Agreement and DIP Inc. Order.

       55.     “DIP Inc. Fee Claims” means all Claims for the reasonable, actual documented
fees and expenses of the DIP Inc. Lenders and the DIP Inc. Agent, including, but not limited to,
the fees and expenses of financial advisors and counsel, in each case to the extent payable
pursuant to the DIP Inc. Order.

       56.  “DIP Inc. Guarantors” means LightSquared Inc., One Dot Four Corp., and One
Dot Six TVCC Corp., as guarantors under the DIP Inc. Credit Agreement.

       57.     “DIP Inc. Lenders” means the lenders party to the DIP Inc. Credit Agreement
from time to time.

        58.   “DIP Inc. Obligors” means the DIP Inc. Borrower and the DIP Inc. Guarantors.

       59.    “DIP Inc. Order” means the Final Order, Pursuant to 11 U.S.C. §§ 105, 361,
362, 363, 364, and 507, (A) Authorizing Inc. Obligors To Obtain Postpetition Financing, (B)
Granting Liens and Providing Superpriority Administrative Expense Status, (C) Granting
Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 224] (as amended,
supplemented, or modified from time to time in accordance with the terms thereof).

      60.    “DIP Lenders” means the DIP Inc. Lenders, the DIP LP Lenders, and the New
DIP Lenders.

        61.   “DIP LP Borrower” means LightSquared LP, as borrower under the DIP LP
Facility.

        62.     “DIP LP Claim” means a Claim held by the DIP LP Lenders arising under or
related to the DIP LP Facility, including, without limitation, all principal, interest, default
interest, and fees provided for thereunder.

       63.    “DIP LP Facility” means that certain debtor in possession credit facility provided
in connection with the DIP LP Order and related documents.

        64.   “DIP LP Lenders” means the lenders under the DIP LP Facility from time to
time.

       65.    “DIP LP Order” means the Final Order (A) Authorizing LP DIP Obligors To
Obtain Seventh Replacement Superpriority Senior Secured Priming Postpetition Financing, (B)
Granting Superpriority Liens and Providing Superpriority Administrative Expense Status, (C)
Granting Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 1927] (as
amended, supplemented, or modified from time to time in accordance with the terms thereof).
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         66.    “Disbursing Agent” means, for Plan Distributions made prior to the Effective
Date, the Debtors or the DIP Inc. Agent, to the extent it makes or facilitates Plan Distributions,
and, for Plan Distributions made on or after the Effective Date, the Reorganized Debtors, or the
Entity or Entities designated by the Reorganized Debtors, as applicable, to make or facilitate
Plan Distributions pursuant to the Plan on or after the Effective Date, including, without
limitation, the Prepetition Inc. Agent or the Prepetition LP Agent to the extent they make or
facilitate Plan Distributions.

         67.     “Disclosure Statement” means, collectively, (a) the Specific Disclosure
Statement and (b) the General Disclosure Statement (as either may be amended, supplemented,
or modified from time to time, including all exhibits and schedules thereto and references therein
that relate to the Plan, in each case, in accordance with the terms of the Plan Support Agreement
or, in the case of the Debtors, the terms of the Plan).

       68.     “Disclosure Statement Order” means the order or orders entered by the
Bankruptcy Court in the Chapter 11 Cases, in form and substance satisfactory to each of the New
Investors, MAST, and the Debtors, (a) approving the Disclosure Statement as containing
adequate information required under section 1125 of the Bankruptcy Code and Bankruptcy Rule
3017, and (b) authorizing the use of the Disclosure Statement for soliciting votes on the Plan.

      69.    “Disclosure Statement Recognition Order” means the order or orders of the
Canadian Court, which shall be in form and substance satisfactory to each of the New Investors,
MAST, and the Debtors, recognizing the entry of the Disclosure Statement Order.

       70.     “Disputed” means, with respect to any Claim or Equity Interest, any Claim or
Equity Interest that is not yet Allowed.

       71.    “Disputed Claims and Equity Interests Reserve” means a reserve to be held by
New LightSquared for the benefit of each Holder of a Disputed Claim or Equity Interest, in an
amount equal to the Plan Distributions such Disputed Claim or Equity Interest would be entitled
to on the Effective Date if such Disputed Claim or Equity Interest were Allowed in its full
amount on the Effective Date.

        72.      “Distribution Record Date” means: (a) for the DIP Inc. Claims, the Inc.
Facilities Claims Purchase Closing Date; (b) for the DIP LP Claims, the New LP DIP Closing
Date; (c) for the Acquired Inc. Facility Claims and the New DIP Claims, the Effective Date; and
(d) for all other Claims and Equity Interests, the Voting Record Date.

        73.     “Effective Date” means the date selected by the New Investors (upon agreement
of all of the New Investors) and the Debtors, that is a Business Day after the Confirmation Date
on which (a) no stay of the Confirmation Order is in effect and (b) all conditions precedent
specified in Section IX.B hereof have been satisfied or waived (in accordance with Section IX.C
hereof).

        74.   “Effective Date Investments” means the cash investments to be provided by
certain of the New Investors to New LightSquared in the aggregate principal amount of


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$89,500,175.01, of which Fortress shall contribute $68,391,643.16 and Centerbridge shall
contribute $21,108,531.85.

       75.    “Eligible Transferee” means any Person that is not a Prohibited Transferee.

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

        77.     “Equity Interest” means any equity security (as defined in section 101(16) of the
Bankruptcy Code) in a Debtor, including any issued or unissued share of common stock,
preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not
transferable, including membership interests in limited liability companies and partnership
interests in partnerships, and any option, warrant or right, contractual or otherwise, to acquire
any such interest in a Debtor that existed immediately prior to the Effective Date, any award of
stock options, restricted stock units, equity appreciation rights, restricted equity, or phantom
equity granted to an existing employee of the Debtors pursuant to any equity plan maintained by
the Debtors or under any existing employment agreement of the Debtors’ existing employees,
any Existing Shares, and any Claim against the Debtors subject to subordination pursuant to
section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing.

      78.    “Estate” means the bankruptcy estate of any Debtor created by section 541 of the
Bankruptcy Code upon the commencement of the Chapter 11 Cases.

       79.    “Exculpated Party” means a Released Party.

        80.     “Executory Contract” means a contract to which one or more of the Debtors is a
party that is subject to assumption, assumption and assignment, or rejection under sections 365
or 1123 of the Bankruptcy Code.

        81.     “Existing Inc. Common Stock” means the Equity Interests in LightSquared Inc.
(other than the Existing Inc. Preferred Stock).

       82.    “Existing Inc. Preferred Stock” means the Existing Inc. Series A Preferred
Stock and Existing Inc. Series B Preferred Stock.

      83.     “Existing Inc. Series A Preferred Stock” means the outstanding shares of
Convertible Series A Preferred Stock issued by LightSquared Inc.

      84.     “Existing Inc. Series B Preferred Stock” means the outstanding shares of
Convertible Series B Preferred Stock issued by LightSquared Inc.

       85.    “Existing LP Common Units” means the outstanding common units issued by
LightSquared LP.

        86.    “Existing LP Preferred Units” means the outstanding non-voting Series A
Preferred Units issued by LightSquared LP.



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        87.    “Existing LP Preferred Units Distribution Amount” means the outstanding
liquidation preference of the Existing LP Preferred Units as of the Effective Date (excluding any
prepayment or redemption premium).

       88.     “Existing Shares” means all Equity Interests related to Existing Inc. Common
Stock, Existing Inc. Preferred Stock, Existing LP Common Units, Existing LP Preferred Units,
and Intercompany Interests.

        89.    “Exit Intercreditor Agreement” means that certain Intercreditor Agreement,
dated on or before the Effective Date, between the Working Capital Lenders, the Second Lien
Exit Term Lenders, the agents under the Working Capital Facility and the Second Lien Exit
Facility, and the other relevant Entities governing, among other things, the respective rights,
remedies, and priorities of claims and security interests held by the Working Capital Lenders, the
Second Lien Exit Term Lenders, the agents and the other relevant Entities under the Working
Capital Facility and the Second Lien Exit Facility, under the Working Capital Facility Credit
Agreement and the Second Lien Exit Credit Agreement.

        90.    “Expense Reimbursement” means the (i) “Inc. Expense Reimbursement,” but
solely to the extent such Inc. Expense Reimbursement has not yet been paid or is not subject to
payment in connection with a prior order of the Bankruptcy Court, and (ii) “LP Expense
Reimbursement,” in each case, as such term is used in the Bid Procedures Order.

       91.     “FCC” means the Federal Communications Commission.

       92.    “FCC Action” means that certain cause of action captioned Harbinger Capital
Partners, LLC, et al. v. United States of America, Civil Action No. 14-cv-00597 (Fed. Cl. 2014).

       93.     “FCC Objectives” means that: (a) the Debtors shall have FCC authority to (i)
provide terrestrial communications in the United States on 20 MHz of uplink spectrum
comprised of 10 MHz nominally between 1627-1637 MHz and 10 MHz nominally between
1646-1656 MHz, and 10 MHz of downlink spectrum comprised of 5 MHz at 1670-1675 MHz
(under the One Dot Six Lease) and 5 MHz at 1675-1680 MHz, (ii) operate in those band
segments at transmit power levels commensurate with existing terrestrially-based 4th generation
LTE wireless communications networks, and (iii) provide terrestrial signal coverage of (A) 290
million total POPs calculated on a weighted-average basis over the nominal 1627-1637 MHz and
1646-1656 MHz bands and (B) 265 million total POPs calculated on a weighted-average basis
over the 1670-1680 MHz band; (b) any build out conditions that may be imposed by the FCC on
the Debtors shall be no more onerous than those in effect for DISH Network Corporation’s
AWS-4 spectrum as of December 2012; and (c) any specific restrictions that may be imposed by
the FCC on the Debtors regarding their possible sale to future buyers must not preclude a sale to
AT&T Inc., Verizon Communications Inc., T-Mobile USA, Inc., or Sprint Corporation.

        94.    “Federal Judgment Rate” means the federal judgment rate in effect as of the
Petition Date.




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       95.    “File,” “Filed,” or “Filing” means file, filed, or filing with (i) the Bankruptcy
Court or its authorized designee in the Chapter 11 Cases or (ii) the Canadian Court, as
applicable.

        96.    “Final Order” means, as applicable, an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction (including the Canadian Court) with respect to the
relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to
which the time to appeal or seek certiorari or leave to appeal has expired and no appeal or
petition for certiorari or motion for leave to appeal has been timely taken, or as to which any
appeal that has been taken or any petition for certiorari or motion for leave to appeal that has
been or may be Filed has been resolved by the highest court to which the order or judgment was
appealed or from which certiorari or leave to appeal was sought; provided, that the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under
the Bankruptcy Rules or under the Ontario Rules of Civil Procedure, may be Filed relating to
such order shall not prevent such order from being a Final Order; provided, further, that the New
Investors (upon the consent of each New Investor and the Debtors) reserve the right to waive any
appeal period.

       97.     “First Day Pleadings” means those certain pleadings Filed by the Debtors on or
around the Petition Date.

        98.    “Fortress” means Fortress Credit Opportunities Advisors LLC, on behalf of
certain funds and/or accounts managed by it and its affiliates.

        99.    “Fortress/Centerbridge Acquired DIP Inc. Claims” means DIP Inc. Claims
purchased for Cash by Fortress and Centerbridge from the DIP Inc. Claims Sellers on the Inc.
Facilities Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of,
the Fortress/Centerbridge DIP Inc. Claims Purchase Agreement.

        100. “Fortress/Centerbridge DIP Inc. Claims Purchase Agreement” means that
certain purchase agreement to be entered into between Fortress, Centerbridge, and the DIP Inc.
Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which Fortress
and Centerbridge shall agree to backstop the purchase from the DIP Inc. Claims Sellers of up to
$89,500,175.01 of DIP Inc. Claims.

       101. “General Disclosure Statement” means the First Amended General Disclosure
Statement [Docket No. 918].

        102. “General Unsecured Claim” means any Claim against any of the Debtors that is
not one of the following Claims: (a) Administrative Claim; (b) Priority Tax Claim; (c) DIP
Claim; (d) Other Priority Claim; (e) Other Secured Claim; (f) Prepetition Inc. Facility Claim; (g)
Prepetition LP Facility Non-SPSO Claim; (h) Prepetition LP Facility SPSO Claim; (i) Prepetition
LP Facility Non-SPSO Guaranty Claim; (j) Prepetition LP Facility SPSO Guaranty Claim; or (i)
Intercompany Claim.

      103. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
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       104. “GPS Action” means that certain cause of action captioned Harbinger Capital
Partners LLC v. Deere & Co., Case No. 13-cv-5543 (RMB) (S.D.N.Y. 2013).

         105. “Harbinger” means Harbinger Capital Partners LLC on behalf of itself and each
of its and its affiliates’ managed funds and/or accounts that hold Claims and/or Equity Interests.

        106. “Harbinger Litigations” means, collectively, the Appeal, the FCC Action, the
GPS Action, the RICO Action, and any and all of Harbinger’s rights to commence any New
Action.

        107.   “Holder” means the Entity holding the beneficial interest in a Claim or Equity
Interest.

       108. “Impaired” means, with respect to a Class of Claims or Equity Interests, a Class
of Claims or Equity Interests that is not Unimpaired.

       109. “Inc. Debtors” means, collectively, LightSquared Inc., One Dot Four Corp., One
Dot Six Corp., SkyTerra Rollup LLC, SkyTerra Rollup Sub LLC, SkyTerra Investors LLC, One
Dot Six TVCC Corp., LightSquared Investors Holdings Inc., and TMI Communications
Delaware, Limited Partnership.

        110. “Inc. Facilities Claims Purchase Closing Date” means the date upon which (a)
all conditions precedent to the consummation of the JPM Inc. Facilities Claims Purchase
Agreement have been waived or satisfied in accordance with the terms thereof, (b) the JPM Inc.
Facilities Claims Purchase Agreement is consummated, and (c) the Allowed DIP Inc. Claims that
are not JPM Acquired DIP Inc. Claims are paid in full in Cash from the proceeds of the Third
Party New Inc. DIP Facility and/or pursuant to the New Investor Commitment Documents, as
applicable. Subject to the terms of the JPM Inc. Facilities Claims Purchase Agreement, such date
shall be no later than one (1) Business Day following the fourteenth (14th) day after entry of the
Confirmation Order, provided that there is no stay of the Confirmation Order in effect at such
time.

        111. “Inc. Facility Postpetition Interest” means all interest and/or default interest
(calculated as is set forth in paragraphs E(ii) and 16(b) of the DIP Inc. Order) owed pursuant to
the Prepetition Inc. Loan Documents from and after the Petition Date.

      112. “Inc. Facility Prepetition Interest” means all interest and/or default interest
owed pursuant to the Prepetition Inc. Loan Documents prior to the Petition Date.

        113. “Inc. General Unsecured Claim” means any General Unsecured Claim asserted
against an Inc. Debtor.

       114.    “Inc. Other Priority Claim” means any Other Priority Claim asserted against an
Inc. Debtor.

       115.    “Inc. Other Secured Claim” means any Other Secured Claim asserted against an
Inc. Debtor.

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       116. “Industry Canada” means the Canadian Federal Department of Industry, or any
successor or any department or agency thereof, administering the Radiocommunication Act,
R.S.C., 1985, c. R-2, among other statutes, including its staff acting under delegated authority,
and includes the Minister of Industry (Canada) and the Commissioner of Competition (Canada).

       117. “Intercompany Claim” means any Claim against a Debtor held by another
Debtor or a non-Debtor Affiliate.

       118. “Intercompany Contract” means any agreement, contract, or lease, all parties to
which are Debtors.

       119. “Intercompany Interest” means any Equity Interest in a Debtor held by another
Debtor, including the Existing LP Common Units.

        120. “Interim Compensation Order” means the Order Authorizing and Establishing
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals
[Docket No. 122], as may have been modified by a Bankruptcy Court order approving the
retention of the Professionals.

        121. “JPM Acquired DIP Inc. Claims” means DIP Inc. Claims in the amount of
$41,000,000 purchased for Cash by SIG from the DIP Inc. Claims Sellers on the Inc. Facilities
Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of, the JPM
Inc. Facilities Claims Purchase Agreement.

        122. “JPM Inc. Facilities Claims Purchase Agreement” means that certain purchase
agreement to be entered into between SIG, the DIP Inc. Claims Sellers, and the Prepetition Inc.
Facility Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which
SIG shall purchase (a) from the Prepetition Inc. Facility Claims Sellers the Acquired Inc. Facility
Claims in exchange for the Acquired Inc. Facility Claims Purchase Price and (b) from the DIP
Inc. Claims Sellers the JPM Acquired DIP Inc. Claims in exchange for $41,000,000.

        123. “JPM Investment Parties” means SIG, together with any affiliates (but, with
respect to such affiliates, solely with respect to the Credit Trading Group and the Credit Trading
Group’s position in any Claims and/or Equity Interests held through such affiliates, and subject
to the terms of the Plan Support Agreement) of SIG that become party to the Plan Support
Agreement after the date such Plan Support Agreement becomes effective.

       124.    “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1-4001.

       125. “KEIP Payments” means any and all amounts payable under (a) the Debtors’ key
employee incentive plan approved by the Bankruptcy Court pursuant to the Order Approving
LightSquared’s Key Employee Incentive Plan [Docket No. 394] or (b) any amended,
supplemented, or other employee incentive plan of the Debtors approved pursuant to an order of
the Bankruptcy Court.

       126.    “LBAC Break-Up Fee” has the meaning set forth in the Bid Procedures Order.


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       127. “License Modification Application” means, collectively, those certain
applications filed by certain of the Debtors with the FCC on or about September 28, 2012,
seeking to modify various of their spectrum licenses to (a) authorize their use of the 1675 – 1680
MHz spectrum band on a shared basis with certain government users, including the National
Oceanic and Atmospheric Administration, (b) permit them to conduct terrestrial operations
“pairing” the 1670-1680 MHz downlink band with two (2) 10 MHz L-band uplink channels in
which they currently are authorized to operate, and (c) permanently relinquish their right to use
the upper 10 MHz of L-band downlink spectrum for terrestrial purposes (that portion of the
spectrum closest to the band designated for Global Positioning System devices).

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

        129. “LP Cash Collateral Order” means the Amended Agreed Final Order (a)
Authorizing Debtors To Use Cash Collateral, (b) Granting Adequate Protection to Prepetition
Secured Parties, and (c) Modifying Automatic Stay [Docket No. 544] (as amended,
supplemented, restated, or otherwise modified from time to time in accordance with the terms
thereof).

        130. “LP Debtors” means, collectively, LightSquared LP, ATC Technologies, LLC,
LightSquared Corp., LightSquared Finance Co., LightSquared Network LLC, LightSquared Inc.
of Virginia, LightSquared Subsidiary LLC, SkyTerra Holdings (Canada) Inc., SkyTerra (Canada)
Inc., Lightsquared Bermuda Ltd., and LightSquared GP Inc.

        131. “LP Facility Postpetition Interest” means all interest owed pursuant to the
Prepetition LP Credit Agreement from and after the Petition Date less the amount of adequate
protection payments made by LightSquared LP during the Chapter 11 Cases pursuant to the LP
Cash Collateral Order (exclusive of Professional Fees (as defined in the LP Cash Collateral
Order) paid in accordance with the LP Cash Collateral Order).

        132. “LP Facility Prepetition Interest” means all interest owed pursuant to the
Prepetition LP Loan Documents prior to the Petition Date.

       133. “LP Facility Repayment Premium” means the repayment premium due and
owing pursuant to Section 2.10(f) of the Prepetition LP Credit Agreement.

        134. “LP General Unsecured Claim” means any General Unsecured Claim asserted
against an LP Debtor.

       135. “LP Group” means that certain ad hoc group of Prepetition LP Lenders,
comprised of holders, advisors or affiliates of advisors to holders, or managers of various
accounts with investment authority, contractual authority, or voting authority, of the loans under
the Prepetition LP Credit Agreement, which, for the avoidance of doubt, shall exclude SPSO.

        136. “LP Group Advisors” means White & Case LLP, as counsel to the LP Group,
Bennett Jones LLP, as Canadian counsel to the LP Group, and Blackstone Advisory Partners
L.P., as financial advisor to the LP Group.


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       137. “LP Group Fee Claims” means all Claims for the reasonable, documented fees
and expenses of the LP Group Advisors.

      138.     “LP Other Priority Claim” means any Other Priority Claim asserted against an
LP Debtor.

      139.     “LP Other Secured Claim” means any Other Secured Claim asserted against an
LP Debtor.

        140. “Management Incentive Plan” means a post-Effective Date equity incentive
plan approved by the New LightSquared Board subject to the terms of the New LightSquared
Interest Holders Agreement and approved by each of the New Investors, which shall provide for
the issuance of equity and/or equity based awards of New LightSquared (which may include but
are not limited to New LightSquared Common Interests), to certain officers and employees of the
Reorganized Debtors (subject to the terms and conditions of such plan).

       141. “MAST” means MAST Capital Management, LLC and its managed funds and
accounts that are DIP Inc. Lenders and Holders of Prepetition Inc. Facility Non-Subordinated
Claims.

       142.    “MAST Terms” has the meaning set forth in the Plan Support Agreement.

       143. “Material Regulatory Request” means any of the following: (a) the License
Modification Application; (b) the Spectrum Allocation Petition for Rulemaking; and (c) the
pending petition for rulemaking in RM-11683.

        144. “New Action” means any unasserted claim or Cause of Action arising out of,
relating to, or in connection with, in any manner, the Chapter 11 Cases, the Debtors or the
Debtors’ businesses, or any obligations or securities of, or interests in, the Debtors for things
occurring through and including the date of termination of the Plan Support Agreement.

       145.    “New DIP Agents” means the New Inc. DIP Agent and the New LP DIP Agent.

       146.    “New DIP Claim” means a New Inc. DIP Claim or a New LP DIP Claim.

      147. “New DIP Closing Dates” means the New Inc. DIP Closing Date and the New
LP DIP Closing Date.

       148. “New DIP Credit Agreements” means the New Inc. DIP Credit Agreement and
the New LP DIP Credit Agreement.

        149.   “New DIP Facilities” means the New Inc. DIP Facility and the New LP DIP
Facility.

      150.     “New DIP Lenders” means the New Inc. DIP Lenders and the New LP DIP
Lenders.


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        151. “New DIP Orders” means orders of the Bankruptcy Court, in forms and
substance satisfactory to each of the New Investors, MAST (solely with respect to any provision
in the New DIP Orders relating to MAST Terms), and the Debtors, approving the New DIP
Facilities (as may be amended, supplemented, or modified from time to time in accordance with
the terms thereof), or amending, supplementing or otherwise modifying the DIP LP Order.

        152. “New DIP Recognition Order” means an order of the Canadian Court, which
shall be in form and substance satisfactory to each of the New Investors, MAST (solely with
respect to any provision in the New DIP Recognition Order relating to MAST Terms), and the
Debtors, recognizing the entry of the New DIP Orders to the extent necessary.

       153. “New Inc. DIP Agent” means the administrative agent under the New Inc. DIP
Credit Agreement or any successor agent appointed in accordance with the New Inc. DIP Credit
Agreement.

        154. “New Inc. DIP Claim” means a Claim held by the New Inc. DIP Agent or New
Inc. DIP Lenders arising under, or related to, New Inc. DIP Loans, including, without limitation,
all outstanding principal, interest, default interest, and fees provided for thereunder.

        155. “New Inc. DIP Closing Date” means the date upon which the New Inc. DIP
Credit Agreement shall have been executed by all of the parties thereto, and all conditions
precedent to the consummation thereof shall have been waived or satisfied in accordance with
the terms thereof, and the incurrence of the obligations pursuant to the New Inc. DIP Facility
shall have occurred.

       156. “New Inc. DIP Credit Agreement” means that certain senior secured, priming,
superpriority debtor-in-possession credit agreement with respect to the New Inc. DIP Facility to
be entered into among the New Inc. DIP Obligors and the New Inc. DIP Lenders, in form and
substance satisfactory to each of the New Investors and the Debtors.

      157. “New Inc. DIP Facility” means, as applicable, either the New Investor New Inc.
DIP Facility or the Third Party New Inc. DIP Facility.

      158. “New Inc. DIP Lenders” means the lenders party to the New Inc. DIP Credit
Agreement from time to time.

      159. “New Inc. DIP Loans” means the loans to be made, or deemed made, under the
New Inc. DIP Facility.

        160. “New Inc. DIP Obligors” means LightSquared Inc., as borrower, and certain of
the other Inc. Debtors, as guarantors, under the New Inc. DIP Credit Agreement.

       161. “New Investor Break-Up Fee” means a break-up fee of $200,000,000, which
shall be payable on the following basis: (a) 47.65% to Fortress; (b) 37.65% to SIG; and (c)
14.71% to Centerbridge, allowed and irrevocably payable in Cash only (i) upon the closing of an
Alternative Transaction as per the New Investor Break-Up Fee Order, which order may be the
Confirmation Order, and (ii) if (A) the Plan has not been withdrawn, (B) the Bankruptcy Court

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has not denied Confirmation of the Plan, and (C) as of the Inc. Facilities Claims Purchase
Closing Date, the Plan Support Agreement, the JPM Inc. Facilities Claims Purchase Agreement,
and the New Investor Commitment Documents are in full force and effect, in each case, as to the
New Investors.

       162. “New Investor Break-Up Fee Order” means an order of the Bankruptcy Court
approving the New Investor Break-Up Fee in form and substance satisfactory to each of the New
Investors and the Debtors.

        163. “New Investor Commitment Documents” means (a) the Fortress/Centerbridge
DIP Inc. Claims Purchase Agreement and (b) the New Investor New Inc. DIP Commitment
Letter.

       164. “New Investor Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses of the advisors to the New Investors in an aggregate amount not
to exceed $15,000,000, to be shared as agreed to by each of the New Investors.

         165. “New Investor New Inc. DIP Commitment Letter” means the commitment
letter from the New Investors or certain of their affiliates, dated as of January 15, 2015, as
amended by that certain Amendment to Debtor-in-Possession Facility Commitment Letter, dated
February 9, 2015 (as amended, supplemented, or otherwise modified from time to time in
accordance with the terms thereof), pursuant to which the New Investors or their affiliates
commit to provide, among other things, New Inc. DIP Loans of up to $210,811,224.48,
comprised of the conversion of the Acquired DIP Inc. Claims into New DIP Loans in the amount
of not less than $130,500,175.01 and new money loans of up to $80,311,049.47.

        166. “New Investor New Inc. DIP Facility” means that certain debtor-in-possession
credit facility provided by the New Investors in connection with the New Inc. DIP Credit
Agreement and New DIP Orders on substantially the terms set forth in the New Investor New
Inc. DIP Commitment Letter in an aggregate principal amount not less than the aggregate
principal amount set forth in the New Investor New Inc. DIP Commitment Letter (after giving
effect to the conversion of the Acquired DIP Inc. Claims into New Inc. DIP Loans).

       167.    “New Investors” means Fortress, SIG, Centerbridge, and Harbinger.

        168. “New LightSquared” means LightSquared LP as reorganized under, and
pursuant to, the Plan, or any successor thereto, by merger, consolidation, or otherwise, on or after
the Effective Date.

       169. “New LightSquared Board” means the board of directors, board of managers, or
equivalent governing body of New LightSquared, as initially comprised as set forth in the Plan
and as comprised thereafter in accordance with the terms of the applicable Reorganized Debtors
Governance Documents.

        170. “New LightSquared Common Interests” means those certain limited liability
company common interests to be issued by New LightSquared in connection with, and subject
to, the Plan, the Confirmation Order, and the New LightSquared Interest Holders Agreement.

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       171. “New LightSquared Entities Shares” means, collectively, the New
LightSquared Interests, the Reorganized LightSquared Inc. Common Shares, and the Reinstated
Intercompany Interests.

         172. “New LightSquared Interest Holders Agreement” means that certain limited
liability company operating agreement of New LightSquared with respect to the New
LightSquared Interests, to be effective on the Effective Date and binding on all holders of the
New LightSquared Interests.

     173. “New LightSquared Interests” means, collectively, the New LightSquared
Common Interests, and the New LightSquared Preferred Interests.

       174.   “New LightSquared Obligors” means New LightSquared and its subsidiaries.

       175. “New LightSquared Preferred Interests” means, collectively, the New
LightSquared Series A Preferred Interests, New LightSquared Series B Preferred Interests, and
New LightSquared Series C Preferred Interests.

        176. “New LightSquared Series A Preferred Interests” means, collectively, the New
LightSquared Series A-1 Preferred Interests and the New LightSquared Series A-2 Preferred
Interests.

      177. “New LightSquared Series A-1 Preferred Interests” means those certain series
A-1 preferred payable-in-kind interests having an original liquidation preference equal to the
New LightSquared Series A-1 Preferred Interests Original Liquidation Preference, issued by
New LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the
New LightSquared Interest Holders Agreement.

        178. “New LightSquared Series A-1 Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than the sum of (a) the Allowed amount of the
Acquired Inc. Facility Claims and the Prepetition Inc. Facility Subordinated Claims, in each case
as of the Effective Date, plus (b) $122,000,000.

      179. “New LightSquared Series A-2 Preferred Interests” means those certain series
A-2 preferred payable-in-kind interests having an original liquidation preference equal to the
New LightSquared Series A-2 Preferred Interests Original Liquidation Preference, issued by
New LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the
New LightSquared Interest Holders Agreement.

       180. “New LightSquared Series A-2 Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than the amount of the Existing LP Preferred Units
Distribution Amount attributable to those Holders of Existing LP Preferred Units who elect to
receive New LightSquared Series A-2 Preferred Interests under the Plan.



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        181. “New LightSquared Series B Preferred Interests” means those certain series B
preferred payable-in-kind interests having an original liquidation preference of not less than
$130,500,175.01, issued by New LightSquared in connection with, and subject to, the Plan, the
Confirmation Order, and the New LightSquared Interest Holders Agreement.

        182. “New LightSquared Series C Preferred Interests” means those certain series C
preferred payable-in-kind interests having an original liquidation preference equal to the New
LightSquared Series C Preferred Interests Original Liquidation Preference, issued by New
LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the New
LightSquared Interest Holders Agreement.

        183. “New LightSquared Series C Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than (a) the amount of the Existing LP Preferred Units
Distribution Amount attributable to those Holders of Existing LP Preferred Units who elect to
receive New LightSquared Series C Preferred Interests under the Plan, plus (b) the outstanding
liquidation preference of the Existing Inc. Preferred Stock held by the Other Existing Inc.
Preferred Equity Holders as of the Effective Date (excluding any prepayment or redemption
premium), plus (c) $73,000,000.

       184. “New LP DIP Agent” means the administrative agent under the New LP DIP
Credit Agreement or any successor agent appointed in accordance with the New LP DIP Credit
Agreement.

       185. “New LP DIP Claim” means a Claim held by the New LP DIP Agent or New LP
DIP Lenders arising under, or related to, New LP DIP Loans, including, without limitation, all
outstanding principal, interest, default interest, and fees provided for thereunder.

        186. “New LP DIP Closing Date” means the date upon which the New LP DIP Credit
Agreement shall have been executed by all of the parties thereto, and all conditions precedent to
the consummation thereof shall have been waived or satisfied in accordance with the terms
thereof, and the incurrence of the obligations pursuant to the New LP DIP Facility shall have
occurred.

       187. “New LP DIP Credit Agreement” means that certain senior secured, priming,
superpriority debtor-in-possession credit agreement with respect to the New LP DIP Facility to
be entered into among the New LP DIP Obligors and the New LP DIP Lenders, in form and
substance satisfactory to each of the New Investors and the Debtors.

       188. “New LP DIP Facility” means that certain debtor-in-possession credit facility
provided in connection with the New LP DIP Credit Agreement and New DIP Orders.

      189. “New LP DIP Lenders” means the lenders party to the New LP DIP Credit
Agreement from time to time.

        190.   “New LP DIP Loans” means the loans to be made under the New LP DIP
Facility.

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       191. “New LP DIP Obligors” means LightSquared LP, as borrower, and the other LP
Debtors, as guarantors, under the New LP DIP Credit Agreement.

       192. “NOAA Spectrum” means that 5 MHz of spectrum between 1675-1680 MHz in
the United States, currently used on a primary basis by the National Oceanic and Atmospheric
Administration.

       193.   “One Dot Six Lease” has the meaning set forth in the Disclosure Statement.

        194. “Other Existing Inc. Preferred Equity Holder” means each Holder of Existing
Inc. Preferred Stock other than SIG.

       195. “Other Priority Claim” means any Claim accorded priority in right of payment
under section 507(a) of the Bankruptcy Code, other than an Administrative Claim or a Priority
Tax Claim.

        196. “Other Secured Claim” means any Secured Claim that is not a DIP Claim or
Prepetition Facility Claim.

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

       198.   “Petition Date” means May 14, 2012.

        199. “Plan” means this Modified Second Amended Joint Plan Pursuant to Chapter 11
of Bankruptcy Code (as amended, supplemented, or modified from time to time in accordance
with the terms hereof), including, without limitation, the Plan Supplement, which is incorporated
herein by reference.

        200. “Plan Consideration” means a payment or distribution of Cash, assets, securities,
or instruments evidencing an obligation to Holders of Allowed Claims or Equity Interests under
the Plan. Unless otherwise expressly specified herein, any Plan Consideration in the form of
Cash shall be paid from proceeds of the Working Capital Facility, the Second Lien Exit Facility,
and the Debtors’ Cash on hand.

       201. “Plan Distribution” means a payment or distribution to Holders of Allowed
Claims, Allowed Equity Interests, or other eligible Entities under the Plan or Plan Supplement
documents.

        202. “Plan Documents” means the documents other than the Plan, to be executed,
delivered, assumed, or performed in conjunction with the Consummation of the Plan on the
Effective Date, including, without limitation, any documents included in the Plan Supplement, in
each case, in forms and substance satisfactory to each of the New Investors and the Debtors.

       203.   “Plan Proponents” means Fortress, Centerbridge, Harbinger, and the Debtors.

       204. “Plan Supplement” means the compilation of documents and forms of
documents, schedules, and exhibits to the Plan (as may be altered, amended, modified, or
supplemented from time to time in accordance with the terms hereof and in accordance with the
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Bankruptcy Code and the Bankruptcy Rules and, in each case, (x) in form and substance
satisfactory to each of the New Investors and the Debtors and (y) with respect to documents (f)
and (g) below, in form and substance satisfactory to MAST in all respects, and with respect to all
other documents, in form and substance satisfactory to MAST solely with respect to the MAST
Terms (except as otherwise provided by the Plan or Plan Support Agreement)) to be Filed no
later than the Plan Supplement Date or such other date as may be approved by the Bankruptcy
Court, including: (a) executed commitment letters, engagement letters, highly confident letters,
or form and/or definitive agreements, and related documents with respect to (i) the Working
Capital Facility Credit Agreement, (ii) the Second Lien Exit Facility, (iii) the Reorganized
LightSquared Inc. Credit Agreement, and (iv) the Effective Date Investments; (b) the
Reorganized Debtors Corporate Governance Documents; (c) the terms of a transition plan for the
Debtors as may be agreed to among the Debtors and each of the New Investors; (d) the Schedule
of Assumed Agreements; (e) the Schedule of Retained Causes of Action; (f) the JPM Inc.
Facilities Claims Purchase Agreement; and (g) the New Investor Commitment Documents.

       205. “Plan Supplement Date” means (a) January 30, 2015 or (b) such other date
agreed to by each of the New Investors and the Debtors or established by the Bankruptcy
Court; provided, that such date shall not be later than five (5) days prior to the Confirmation
Hearing Date; provided, further, that the Plan Proponents reserve the right to File amended Plan
Documents at any time prior to the conclusion of the Confirmation Hearing.

       206. “Plan Support Agreement” means that certain Amended and Restated Plan
Support Agreement, dated as of January 15, 2015, by and among Fortress, Centerbridge,
Harbinger, the JPM Investment Parties, MAST, and the Prepetition Inc. Agent, as may be
amended, supplemented, or modified from time to time in accordance with the terms thereof,
which agreement is attached hereto as Exhibit A.

       207. “Plan Support Parties” means collectively, the Plan Proponents, the JPM
Investment Parties, MAST, the Prepetition Inc. Agent and any subsequent person or entity that
becomes a party to the Plan Support Agreement.

        208. “Plan Transactions” means one or more transactions to occur on or before the
Effective Date or as soon thereafter as reasonably practicable, that may be necessary or
appropriate to effect any transaction described in, approved by, contemplated by, or necessary to
effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other
documents of merger, amalgamation, consolidation, equity issuance, sale, dissolution,
certificates of incorporation, certificates of partnership, operating agreements, bylaws, or other
documents containing terms that are consistent with or reasonably necessary to implement the
terms of the Plan and that satisfy the requirements of applicable law; (b) the execution and
delivery of appropriate instruments of equity issuance, transfer, assignment, assumption, or
delegation of any property, right, liability, duty, or obligation on terms consistent with the terms
of the Plan; and (c) all other actions that are consistent with the terms of the Plan that the New
Investors, the Debtors, Reorganized LightSquared Inc. or New LightSquared, as applicable,
determine are necessary or appropriate.

        209.   “Prepetition Facilities” means the Prepetition Inc. Facility and the Prepetition LP
Facility.
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        210. “Prepetition Facility Claim” means a Prepetition Inc. Facility Claim or a
Prepetition LP Facility Claim.

       211. “Prepetition Inc. Agent” means U.S. Bank National Association, as successor
administrative agent to UBS AG, Stamford Branch under the Prepetition Inc. Credit Agreement.

        212. “Prepetition Inc. Borrower” means LightSquared Inc., as borrower under the
Prepetition Inc. Credit Agreement.

        213. “Prepetition Inc. Credit Agreement” means that certain Credit Agreement,
dated as of July 1, 2011 (as amended, supplemented, restated, or otherwise modified from time
to time in accordance with the terms thereof), among the Prepetition Inc. Obligors, the
Prepetition Inc. Agent, and the Prepetition Inc. Lenders.

         214. “Prepetition Inc. Facility” means that certain $278,750,000 term loan credit
facility provided in connection with the Prepetition Inc. Credit Agreement.

        215. “Prepetition Inc. Facility Claim” means, collectively, any Prepetition Inc.
Facility Non-Subordinated Claim and Prepetition Inc. Facility Subordinated Claim.

        216. “Prepetition Inc. Facility Claims Sellers” means the Holders of Prepetition Inc.
Facility Non-Subordinated Claims immediately prior to the Inc. Facilities Claims Purchase
Closing Date.

        217. “Prepetition Inc. Facility Lender Subordination Agreement” means that
certain Lender Subordination Agreement, dated as of March 29, 2012, between and among
certain Affiliate Lenders and Non-Affiliate Lenders (each as defined therein), by which the
Affiliate Lenders agreed to subordinate their Liens (as such term is used therein) and Claims
under the Prepetition Inc. Loan Documents to the Liens and Claims of the Non-Affiliate Lenders.

        218. “Prepetition Inc. Facility Non-Subordinated Claim” means a Claim held by the
Prepetition Inc. Agent or Prepetition Inc. Lenders arising under, or related to, the Prepetition Inc.
Loan Documents, but excluding any Prepetition Inc. Facility Subordinated Claim.

      219. “Prepetition Inc. Facility Repayment Premium” means any repayment or
prepayment premium owed pursuant to the Prepetition Inc. Loan Documents.

        220. “Prepetition Inc. Facility Subordinated Claim” means a Claim held by a
Prepetition Inc. Lender arising under, or related to, the Prepetition Inc. Loan Documents that is
subordinated to the Prepetition Inc. Facility Non-Subordinated Claims pursuant to the Prepetition
Inc. Facility Lender Subordination Agreement.

        221. “Prepetition Inc. Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses of the Holders of Inc. Facility Non-Subordinated Claims and the
Prepetition Inc. Agent, including, but not limited to, the fees and expenses of financial advisors
and counsel.


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      222. “Prepetition Inc. Guarantors” means One Dot Four Corp., One Dot Six Corp.,
and One Dot Six TVCC Corp., as guarantors under the Prepetition Inc. Credit Agreement.

      223. “Prepetition Inc. Lenders” means the lenders party to the Prepetition Inc. Credit
Agreement from time to time.

       224. “Prepetition Inc. Loan Documents” means the Prepetition Inc. Credit
Agreement together with all related security agreements, notes, guarantees, pledge agreements,
mortgages, fixture filings, transmitting utility filings, deeds of trust, financing statements,
instruments, agreements, documents, assignments, account control agreements, or other security
documents (as each of the foregoing may be amended, supplemented, restated, or otherwise
modified from time to time in accordance with the terms thereof).

        225. “Prepetition Inc. Obligors” means the Prepetition Inc. Borrower and the
Prepetition Inc. Guarantors.

       226. “Prepetition Loan Documents” means the Prepetition Inc. Loan Documents and
the Prepetition LP Loan Documents.

        227. “Prepetition LP Agent” means, collectively, Wilmington Savings Fund Society,
FSB, as administrative agent, and Wilmington Trust FSB, as collateral trustee, under the
Prepetition LP Credit Agreement.

        228. “Prepetition LP Borrower” means LightSquared LP, as borrower, under the
Prepetition LP Credit Agreement.

       229. “Prepetition LP Credit Agreement” means that certain Credit Agreement, dated
as of October 1, 2010 (as amended, supplemented, restated, or otherwise modified from time to
time in accordance with the terms thereof), among the Prepetition LP Obligors, the Prepetition
LP Agent, and the Prepetition LP Lenders.

         230. “Prepetition LP Facility” means that certain $1,500,000,000 term loan credit
facility provided in connection with the Prepetition LP Credit Agreement.

      231. “Prepetition LP Facility Claim” means a Claim held by the Prepetition LP
Agent or Prepetition LP Lenders arising under, or related to, the Prepetition LP Loan
Documents.

       232.     “Prepetition LP Facility Non-SPSO Claim” means a Prepetition LP Facility
Claim that is not a Prepetition LP Facility SPSO Claim.

        233. “Prepetition LP Facility Non-SPSO Guaranty Claim” means a Prepetition LP
Facility Non-SPSO Claim against any of the Inc. Debtors.

       234. “Prepetition LP Facility SPSO Claim” means a Prepetition LP Facility Claim
held by SPSO, its affiliates, or each of their successors or assigns.


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        235. “Prepetition LP Facility SPSO Guaranty Claim” means a Prepetition LP
Facility SPSO Claim against any of the Inc. Debtors.

       236. “Prepetition LP Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses, if any, of the Holders of Prepetition LP Facility Claims,
including, but not limited to, the fees and expenses of financial advisors and counsel, to the
extent Allowed by Final Order of the Bankruptcy Court under section 506(b) of the Bankruptcy
Code.

       237. “Prepetition LP Guarantors” means LightSquared Inc., LightSquared Investors
Holdings Inc., LightSquared GP Inc., TMI Communications Delaware, Limited Partnership,
ATC Technologies, LLC, LightSquared Corp., LightSquared Inc. of Virginia, LightSquared
Subsidiary LLC, SkyTerra Holdings (Canada) Inc., and SkyTerra (Canada) Inc., as guarantors
under the Prepetition LP Credit Agreement.

      238. “Prepetition LP Lenders” means the lenders party to the Prepetition LP Credit
Agreement from time to time.

        239. “Prepetition LP Loan Documents” means the Prepetition LP Credit Agreement
together with all related security agreements, notes, guarantees, pledge agreements, mortgages,
fixture filings, transmitting utility filings, deeds of trust, financing statements, instruments,
agreements, documents, assignments, account control agreements, or other security documents
(as each of the foregoing may be amended, supplemented, restated, or otherwise modified from
time to time in accordance with the terms thereof).

        240. “Prepetition LP Obligors” means the Prepetition LP Borrower and the
Prepetition LP Guarantors.

        241. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.

        242. “Professional” means an Entity employed pursuant to a Bankruptcy Court order
in accordance with sections 327, 328, 330, 363, or 1103 of the Bankruptcy Code and to be
compensated for services rendered prior to or on the Effective Date, pursuant to sections 327,
328, 329, 330, 363, and 331 of the Bankruptcy Code or awarded compensation and
reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code
(excluding those Entities entitled to compensation for services rendered after the Petition Date in
the ordinary course of business pursuant to a Final Order granting such relief).

       243. “Professional Fee Escrow Account” means an interest-bearing account in an
amount equal to the Professional Fee Reserve Amount funded and maintained by New
LightSquared on and after the Effective Date for the purpose of paying all Allowed and unpaid
Accrued Professional Compensation Claims.

      244. “Professional Fee Reserve” means Cash in an amount equal to the Professional
Fee Reserve Amount to be held in reserve by New LightSquared in the Professional Fee Escrow
Account.

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        245. “Professional Fee Reserve Amount” means the aggregate Accrued Professional
Compensation Claims through the Effective Date as estimated in accordance with Section II.B.3
hereof.

         246. “Prohibited Transferee” means SPSO, any SPSO Affiliate, and any other Entity
that may be a competitor of one or more of the Debtors and is identified by the New Investors
(upon agreement of all of the New Investors) or the Debtors (with the consent of each of the New
Investors) in the Plan Supplement as a Prohibited Transferee and such Entity’s successors or any
other Entity directly or indirectly controlling, controlled by, or under common control with, any
such Entity or its successors; provided, that, for the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control
with”), as used with respect to any Entity, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Entity, whether
through the ownership of voting securities, by agreement or otherwise; provided, further,
“control” (including, with correlative meanings, the terms “controlled by” and “under common
control with”) as used with respect to any Entity shall also include (a) any Entity that directly or
indirectly owns, or in which such Entity directly or indirectly owns more than ten percent (10%)
of any class of capital stock or other equity interest of such Entity, (b) in the case of a
corporation, any officer or director of such corporation, (c) in the case of a partnership, any
general partner of such partnership, (d) in the case of a trust, any trustee or beneficiary of such
trust, (e) any spouse, parent, sibling, or child or lineal descendant of any individual described in
clauses (a) through (d) above, and (f) any trust for the benefit of any individual described in
clauses (a) through (e) above.

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

        248. “Reinstated” or “Reinstatement” means (a) leaving unaltered the legal,
equitable, and contractual rights to which a Claim or Equity Interest entitles the Holder of such
Claim or Equity Interest so as to leave such Claim or Equity Interest Unimpaired or (b)
notwithstanding any contractual provision or applicable law that entitles the Holder of a Claim or
Equity Interest to demand or receive accelerated payment of such Claim or Equity Interest after
the occurrence of a default (i) curing any such default that occurred before or after the Petition
Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a
kind that section 365(b)(2) of the Bankruptcy Code expressly does not require to be cured, (ii)
reinstating the maturity (to the extent such maturity has not otherwise accrued by the passage of
time) of such Claim or Equity Interest as such maturity existed before such default, (iii)
compensating the Holder of such Claim or Equity Interest for any damages incurred as a result of
any reasonable reliance by such Holder on such contractual provision or such applicable law, (iv)
if such Claim or Equity Interest arises from a failure to perform a nonmonetary obligation other
than a default arising from failure to operate a nonresidential real property lease subject to
section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder of such Claim or Equity
Interest (other than the Debtors or an insider) for any actual pecuniary loss incurred by such
Holder as a result of such failure, and (v) not otherwise altering the legal, equitable, or
contractual rights to which such Claim or Equity Interest entitles the Holder.


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       249. “Reinstated Intercompany Interests” means the Intercompany Interests that are
Reinstated under, and pursuant to, the Plan.

        250. “Released Party” means each of the following: (a) the Debtors; (b) the
Reorganized Debtors; (c) each New Investor; (d) each Plan Support Party; (e) each DIP Agent,
(f) each DIP Lender (other than any SPSO Party), and each arranger and book runner of the DIP
Facilities; (g) MAST; (h) the Prepetition Inc. Agent; (i) the Second Lien Exit Agent, the agent
under the Working Capital Facility, and each arranger and book runner of the Second Lien Exit
Facility and the Working Capital Facility; (j) the holder of Reorganized LightSquared Inc. Exit
Facility and each agent, arranger, and book runner of the Reorganized LightSquared Inc. Exit
Facility; (k) each Holder of an Allowed Prepetition Facility Claim that votes to accept, or is
deemed to accept, the Plan (in each case, other than any SPSO Party); (l) the Prepetition LP
Agent; (m) the LP Group, (n) each Holder of Allowed Existing Inc. Preferred Stock that votes to
accept, or is deemed to accept, the Plan; (o) each Holder of Allowed Existing LP Preferred Units
that votes to accept, or is deemed to accept, the Plan; (p) the JPM Investment Parties; and (q)
each of the foregoing Entities’ respective predecessors, successors and assigns, and current and
former shareholders, affiliates, subsidiaries, members (including ex-officio members), officers,
directors, principals, managers, trustees, employees, partners, attorneys, financial advisors,
accountants, investment bankers, investment advisors, actuaries, professionals, consultants,
agents, and representatives (in each case, in his, her, or its capacity as such). Notwithstanding
anything contained in the Plan, the Confirmation Order, or any Plan Document, in no instance
shall any SPSO Party be, or be deemed to be, a Released Party.

       251.   “Releasing Party” has the meaning set forth in Section VIII.F hereof.

        252. “Reorganized Debtors” means, collectively, New LightSquared and each of the
Debtors other than LightSquared LP, as reorganized under, and pursuant to, the Plan, on or after
the Effective Date.

        253. “Reorganized Debtors Boards” means, collectively, the Board and the boards of
directors or similar governing bodies of each of the Reorganized Debtors other than New
LightSquared.

        254. “Reorganized Debtors Governance Documents” means, as applicable, the
certificates of incorporation, certificates of formation, bylaws, operating agreements,
shareholders agreements, and any other applicable organizational or operational documents with
respect to the Reorganized Debtors, including the New LightSquared Interest Holders
Agreement.

       255. “Reorganized Inc. Entity” means Reorganized LightSquared Inc. or any of its
wholly owned direct or indirect subsidiaries after the Effective Date. Neither New LightSquared
nor any of its subsidiaries shall be deemed a Reorganized Inc. Entity for purposes hereunder.

       256. “Reorganized LightSquared Inc.” means LightSquared Inc., as reorganized
under, and pursuant to, the Plan, or any successor thereto, by merger, consolidation, or
otherwise, on or after the Effective Date.

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       257. “Reorganized LightSquared Inc. Common Shares” means those certain
common shares issued by Reorganized LightSquared Inc. in connection with, and subject to, the
Plan and the Confirmation Order.

        258. “Reorganized LightSquared Inc. Credit Agreement” means that certain credit
agreement with respect to the Reorganized LightSquared Inc. Exit Facility, to be entered into on
the Effective Date among Reorganized LightSquared Inc. and SIG.

        259. “Reorganized LightSquared Inc. Exit Facility” means a term loan facility in the
aggregate principal amount equal to the amount of the Acquired Inc. Facility Claims as of the
Effective Date and $41 million of the JPM Acquired DIP Inc. Claims as of the Effective Date,
which shall be secured by liens on substantially all of the assets of Reorganized LightSquared
Inc.

        260. “Retained Causes of Action” means the Causes of Action of the Debtors listed
on the Schedule of Retained Causes of Action.

        261. “Retained Causes of Action Proceeds” means all proceeds, damages, or other
relief obtained or realized from the pursuit and prosecution of any and all Retained Causes of
Action.

       262. “RICO Action” means that certain cause of action captioned Harbinger Capital
Partners LLC, HGW US Holding Company LP, Blue Line DZM Corp., and Harbinger Capital
Partners SP, LLC v. Charles W. Ergen, Dish Network Corporation, L-Band Acquisition LLC, SP
Special Opportunities LLC, Special Opportunities Holdings LLC, Sound Point Capital
Management LP, and Stephen Ketchum, No. 14-01907 (D. Co. July 8, 2014).

       263. “Schedule of Assumed Agreements” means the schedule of certain Executory
Contracts and Unexpired Leases to be assumed, or assumed and assigned, by the Debtors
pursuant to the Plan, including any Cure Costs related thereto (as the same may be amended,
modified, or supplemented from time to time with the consent of each New Investor and the
Debtors).

       264. “Schedule of Retained Causes of Action” means the schedule of certain Causes
of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan or
otherwise (as the same may be amended, modified, or supplemented from time to time with the
consent of each New Investor and the Debtors).

       265. “Schedules” means the schedules of assets and liabilities, schedules of Executory
Contracts and Unexpired Leases, and statements of financial affairs Filed by the Debtors
pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the
Bankruptcy Rules (as they may be amended, modified, or supplemented from time to time).

      266. “Second Lien Exit Agent” means the arranger and administrative agent under the
Second Lien Exit Credit Agreement or any successor agent appointed in accordance with the
Second Lien Exit Credit Agreement.


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        267. “Second Lien Exit Credit Agreement” means that certain credit agreement,
dated as of the Effective Date (as amended, supplemented, restated, or otherwise modified from
time to time in accordance with the terms thereof), among the New LightSquared Obligors, the
Second Lien Exit Agent, and the Second Lien Exit Term Lenders, in form and substance
satisfactory to each of the New Investors and the Debtors.

       268. “Second Lien Exit Facility” means that certain second lien term loan facility
provided in connection with the Second Lien Exit Credit Agreement in the original aggregate
principal amount of (a) the Prepetition LP Facility Claims as of the Effective Date, plus (b) any
commitment fees paid pursuant to the Second Lien Exit Facility Commitment Letter in the form
of Second Lien Exit Term Loans.

       269. “Second Lien Exit Facility Commitment Letter” means that certain
commitment letter by and among certain of the Second Lien Exit Term Lenders and the Debtors
pursuant to which such Second Lien Exit Term Lenders have committed to fund to New
LightSquared, on the Effective Date, Cash in an amount equal to the Prepetition LP Facility
SPSO Claims as of the Effective Date.

       270. “Second Lien Exit Term Lenders” means the lenders under the Second Lien
Exit Facility that are party to the Second Lien Exit Credit Agreement from time to time.

      271. “Second Lien Exit Term Loans” means the term loans to be made under the
Second Lien Exit Facility.

        272. “Secured” means, when referring to a Claim, (a) secured by a Lien on property in
which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to
applicable law or by reason of a Bankruptcy Court order, or that is subject to a valid right of
setoff pursuant to section 553 of the Bankruptcy Code as determined pursuant to section 506(a)
of the Bankruptcy Code, or (b) Allowed pursuant to the Plan as a Secured Claim.

       273. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as
now in effect and hereafter amended, or any similar federal, state, or local law.

        274. “Securities Exchange Act” means the Securities Exchange Act of 1934, 15
U.S.C. §§ 78a–78nn, as now in effect and hereafter amended, or any similar federal, state, or
local law.

       275.   “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.

       276.   “SIG” means SIG Holdings, Inc. and/or one or more of its designated affiliates.

       277. “Special Committee” means the special committee of the boards of directors of
LightSquared Inc. and LightSquared GP Inc.

       278. “Specific Disclosure Statement” means the Second Amended Specific Disclosure
Statement for the Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code
[Docket No. 2035].

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       279. “Spectrum Allocation Petition for Rulemaking” has the meaning set forth in
the Disclosure Statement.

         280.   “SPSO” means SP Special Opportunities, LLC.

        281. “SPSO Affiliate” means (a) Charles W. Ergen, Candy Ergen, and L-Band
Acquisition, LLC and their successors and any member of a Group (as defined under Regulation
13D under the Securities Exchange Act of 1934, as amended) of which SPSO, Charles W. Ergen,
Candy Ergen, and L-Band Acquisition, LLC or their successors are a member, and (b) any other
Entity or Group directly or indirectly controlling, controlled by, or under common control with,
SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band Acquisition, LLC or their successors or
any member of any Group of which SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band
Acquisition, LLC or their successors is a member; provided, that, for the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any Entity, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Entity, whether through the ownership of voting securities, by agreement or
otherwise; provided, further, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) as used with respect to any Entity shall also
include (u) any Entity that directly or indirectly owns, or in which such Entity directly or
indirectly owns more than ten percent (10%) of any class of capital stock or other equity interest
of such Entity, (v) in the case of a corporation, any officer or director of such corporation, (w) in
the case of a partnership, any general partner of such partnership, (x) in the case of a trust, any
trustee or beneficiary of such trust, (y) any spouse, parent, sibling, or child or lineal descendant
of any individual described in clauses (u) through (x) above, and (z) any trust for the benefit of
any individual described in clauses (u) through (y) above. For the avoidance of doubt, it is
understood that DISH Network Corporation, EchoStar Corporation, and any other Entity directly
or indirectly controlling, controlled by, or under common control with, DISH Network
Corporation or EchoStar Corporation are currently SPSO Affiliates.

         282.   “SPSO Parties” means SPSO or any SPSO Affiliate.

         283.   “Stalking Horse Agreement” has the meaning set forth in the Bid Procedures
Order.

       284. “Standing Motion” means that certain Motion of the Ad Hoc Secured Group of
LightSquared LP Lenders for Entry of an Order Granting Leave, Standing and Authority To
Commence, Prosecute and/or Settle Certain Claims of the Debtors’ Estates [Docket No. 323].

       285. “Standing Motion Stipulation” means the Stipulation and Order Resolving the
Motion of the Ad Hoc Secured Group of LightSquared LP Lenders for Entry of an Order
Granting Leave, Standing and Authority To Commence, Prosecute and/or Settle Certain Claims
of the Debtors’ Estates [Docket No. 323] Solely with Respect to the Prepetition Inc. Facility
Non-Subordinated Claims [Docket No. 2054].

       286. “Standing Motion Stipulation Order” means an order of the Bankruptcy Court
approving the Standing Motion Stipulation.
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        287. “Third Party New Inc. DIP Facility” means that certain debtor-in-possession
credit facility provided either (a) solely by one or more third parties other than the New Investors
or (b) by one or more third parties other than the New Investors together with one or more of the
New Investors, in connection with the New Inc. DIP Credit Agreement and New DIP Orders in
form and substance satisfactory to the New Investors and the Debtors in an aggregate principal
amount not less than the aggregate principal amount of the New Inc. DIP Facility as set forth in
the New Investor New Inc. DIP Commitment Letter (after giving effect to the conversion of the
Acquired DIP Inc. Claims into New Inc. DIP Loans).

         288.    “Unexpired Lease” means a lease to which one or more of the Debtors is a party
that is subject to assumption, assumption and assignment, or rejection under sections 365 or 1123
of the Bankruptcy Code, or may be amended by mutual agreement of the parties thereto.

      289. “Unimpaired” means, with respect to a Class of Claims or Equity Interests, a
Claim or an Equity Interest that is not impaired within the meaning of section 1124 of the
Bankruptcy Code.

        290.   “U.S. Trustee” means the United States Trustee for the Southern District of New
York.

      291. “U.S. Trustee Fees” means fees arising under section 1930(a)(6) of the Judicial
Code and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

       292. “Voting Record Date” means the date upon which the Disclosure Statement
Order is entered by the Bankruptcy Court.

        293. “Working Capital Facility” means that certain first lien credit facility in an
original aggregate principal amount of $1,250,000,000 provided in connection with the Working
Capital Facility Credit Agreement.

       294. “Working Capital Facility Credit Agreement” means that certain credit
agreement or equivalent instrument with respect to the Working Capital Facility, to be entered
into on the Effective Date among the New LightSquared Obligors and the Working Capital
Lenders.

       295. “Working Capital Facility Loans” means the working capital term loans or
equivalent securities to be made or issued under the Working Capital Facility. The Working
Capital Facility Loans shall have market terms and conditions satisfactory to New LightSquared,
each of the New Investors, and the Debtors.

        296. “Working Capital Lenders” means the lenders party to the Working Capital
Facility Credit Agreement from time to time.

B.      Rules of Interpretation

       The following rules for interpretation and construction shall apply to the Plan: (1) in the
appropriate context, each term, whether stated in the singular or the plural, shall include both the
singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall
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include the masculine, feminine, and the neuter gender; (2) any reference herein to a contract,
lease, instrument, release, indenture, or other agreement or document being in a particular form
or on particular terms and conditions means that the referenced document shall be substantially
in such form or substantially on such terms and conditions; (3) any reference herein to an
existing document or exhibit having been Filed or to be Filed shall mean that document or
exhibit as it may thereafter be amended, modified, or supplemented; (4) unless otherwise stated,
all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended
from time to time; (5) any reference herein to an Entity as a Holder of a Claim or Equity Interest
includes that Entity’s successors and assigns; (6) unless otherwise specified, all references herein
to “Articles” or “Sections” are references to Articles or Sections hereof or hereto; (7) unless
otherwise stated, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather
than to a particular portion of the Plan; (8) captions and headings to Articles are inserted for
convenience of reference only and are not intended to be a part of or to affect the interpretation
hereof; (9) unless otherwise stated, the rules of construction set forth in section 102 of the
Bankruptcy Code shall apply; and (10) any term used in capitalized form herein that is not
otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

C.     Computation of Time

        The provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time
prescribed or allowed herein.

D.     Governing Law

        Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and the Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of
New York, without giving effect to the principles of conflict of laws (other than section 5-1401
and section 5-1402 of the New York General Obligations Law), shall govern the rights,
obligations, construction, and implementation of the Plan, any agreements, documents,
instruments, or contracts executed or entered into in connection with the Plan (except as
otherwise set forth in those agreements, in which case the governing law of such agreement shall
control), and corporate governance matters; provided, however, that corporate governance
matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in
New York shall be governed by the laws of the state or other jurisdiction of incorporation of the
applicable Debtor or Reorganized Debtor, as applicable.

E.     Reference to Monetary Figures

      All references in the Plan to monetary figures shall refer to currency of the United States
of America, unless otherwise expressly provided.

F.     Approval Rights Over Plan Documents

       Unless otherwise expressly provided in the Plan, all approval rights over the Plan or the
Plan Documents for Plan Support Parties other than the New Investors and the Debtors shall be
governed by the terms and conditions of the Plan Support Agreement.
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G.     Rights of the Debtors Under the Plan

        Notwithstanding anything to the contrary contained in the Plan, to the extent any term or
provision of the Plan provides the Debtors with (1) consent, approval or similar rights, including,
without limitation, with respect to the form of, the substance of or amendments to the Plan, any
documents or transactions contemplated by the Plan, or the other Plan Documents or (2) decision
making rights, and either (a) the Debtors seek to exercise such rights in a circumstance not
consented to by each of the New Investors or (b) the New Investors collectively seek to act or
refrain from acting in a certain fashion, or collectively consent to the form of, the substance of,
or amendments to the Plan or any documents contemplated by the Plan, and the Debtors fail to
consent thereto, then the position of the New Investors shall govern, and the Debtors’ sole right
shall be to withdraw as a Plan Proponent, in which case all such consent, approval, or similar
rights of the Debtors under the Plan shall be void and of no force and effect and shall be
automatically deemed deleted from the Plan without further action by any Entity.

H.     Nonconsolidated Plan

        Although for purposes of administrative convenience and efficiency the Plan has been
filed as a joint plan for each of the Debtors and presents together Classes of Claims against, and
Equity Interests in, the Debtors, the Plan does not provide for the substantive consolidation of
any of the Debtors.

                               ARTICLE II.
     ADMINISTRATIVE CLAIMS, ACCRUED PROFESSIONAL COMPENSATION
     CLAIMS, DIP CLAIMS, PRIORITY TAX CLAIMS, AND U.S. TRUSTEE FEES

        All Claims and Equity Interests (except Administrative Claims, Accrued Professional
Compensation Claims, DIP Claims, Priority Tax Claims, and U.S. Trustee Fees) are placed in the
Classes set forth in Article III hereof. In accordance with section 1123(a)(1) of the Bankruptcy
Code, Administrative Claims, Accrued Professional Compensation Claims, DIP Claims, Priority
Tax Claims, and U.S. Trustee Fees have not been classified, and the Holders thereof are not
entitled to vote on the Plan. A Claim or Equity Interest is placed in a particular Class only to the
extent that the Claim or Equity Interest falls within the description of that Class, and is classified
in other Classes to the extent that any portion of the Claim or Equity Interest falls within the
description of such other Classes.

A.     Administrative Claims

        Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the
Debtors, each Holder of an Allowed Administrative Claim (other than of an Accrued
Professional Compensation Claim, DIP Claim, and KEIP Payment) shall receive in full and final
satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed
Administrative Claim, Plan Consideration in the form of Cash in an amount equal to such
Allowed Administrative Claim either: (1) on the Effective Date or as soon thereafter as
reasonably practicable, or, if not then due, when such Allowed Administrative Claim is due or as
soon thereafter as reasonably practicable; (2) if the Administrative Claim is not Allowed as of
the Effective Date, no later than thirty (30) days after the date on which an order of the
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Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon
thereafter as reasonably practicable or, if not then due, when such Allowed Administrative Claim
is due or as soon thereafter as reasonably practicable; (3) if the Allowed Administrative Claim is
based on liabilities incurred by the Debtors in the ordinary course of their businesses after the
Petition Date, pursuant to the terms and conditions of the particular transaction giving rise to
such Allowed Administrative Claims, without any further action by the Holders of such Allowed
Administrative Claims; (4) at such other time that is agreed to by all of the New Investors (in
consultation with the Debtors) or New LightSquared, as applicable, and the Holder of such
Allowed Administrative Claim; or (5) at such other time and on such other terms set forth in an
order (including, without limitation, the Confirmation Order and the New DIP Order) of the
Bankruptcy Court; provided, that, to the extent any Allowed Administrative Claims are due and
payable after the Effective Date, such Claims shall be paid by, and be the sole obligation of, New
LightSquared and/or its subsidiaries and such Administrative Claims shall not be an obligation of
any Reorganized Inc. Entity.

        Except for Accrued Professional Compensation Claims, DIP Claims, U.S. Trustee Fees,
and KEIP Payments, and unless previously Filed, requests for payment of Administrative Claims
must be Filed and served on New LightSquared no later than the Administrative Claims Bar Date
pursuant to the procedures specified in the Confirmation Order and the notice of the occurrence
of the Effective Date. Objections to such requests must be Filed and served on New
LightSquared and the requesting party by the later of (1) one hundred and eighty (180) days after
the Effective Date and (2) one hundred and eighty (180) days after the Filing of the applicable
request for payment of Administrative Claims, if applicable. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior Bankruptcy Court
orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and
satisfied in accordance with an order of, the Bankruptcy Court.

       Holders of Administrative Claims that are required to File and serve a request for
payment of such Administrative Claims that do not File and serve such a request by the
Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting
such Administrative Claims against the Debtors, the Reorganized Debtors or their property, and
such Administrative Claims shall be deemed discharged as of the Effective Date without the
need for any objection from the Reorganized Debtors or any action by the Bankruptcy Court.

       Notwithstanding anything to the contrary herein, (1) a New Investor, the DIP Inc.
Lenders, the DIP Inc. Agent, the Holders of Prepetition Inc. Facility Non-Subordinated Claims,
and the Prepetition Inc. Agent shall not be required to File any request for payment of any
Administrative Claims, including, but not limited to, any New Investor Fee Claims, DIP Claims,
DIP Inc. Fee Claims, or Prepetition Inc. Fee Claims, and (2) any New Investor, the DIP Inc.
Lenders, the DIP Inc. Agent, the Holders of Prepetition Inc. Facility Non-Subordinated Claims,
and the Prepetition Inc. Agent shall be paid in accordance with the terms of the Plan,
Confirmation Order, DIP Inc. Order, DIP LP Order, or other applicable governing documents.

       Notwithstanding anything to the contrary herein, (1) the New Investor Fee Claims
incurred through and including the Confirmation Date shall be paid in full, in Cash following the
Inc. Facilities Claims Purchase Closing Date from the proceeds of the New DIP Facilities or
Cash on hand, to the extent available up to $10 million, with any such unpaid New Investor Fee
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Claims being paid on the Effective Date, and (2) the New Investor Fee Claims incurred after the
Confirmation Date through and including the Effective Date (to the extent not previously paid),
shall be paid monthly from the proceeds of the New DIP Facilities or Cash on hand, subject to
the New Investors and the Debtors’ prior receipt of invoices and reasonable documentation in
connection therewith and without the requirement to File a fee application with the Bankruptcy
Court. The Confirmation Order shall provide that the New Investor Fee Claims shall be deemed
Allowed Administrative Claims following the Inc. Facilities Claims Purchase Closing Date.

B.     Accrued Professional Compensation Claims

       1.     Final Fee Applications

        All final requests for payment of Claims of a Professional shall be Filed no later than
forty-five (45) days after the Effective Date. After notice and a hearing in accordance with the
procedures established by the Bankruptcy Code and prior Bankruptcy Court orders, the Allowed
amounts of such Accrued Professional Compensation Claims shall be determined by the
Bankruptcy Court and satisfied in accordance with an order of the Bankruptcy Court.

       2.     Professional Fee Escrow Account

        In accordance with Section II.B.3 hereof, on the Effective Date, New LightSquared shall
establish and fund the Professional Fee Escrow Account in the form of Cash in an amount equal
to the aggregate Professional Fee Reserve Amount for all Professionals. The Professional Fee
Escrow Account shall be maintained in trust for the Professionals. Such funds shall not be
considered property of the Debtors or Reorganized Debtors. The amount of Accrued Professional
Compensation Claims owing to the Professionals shall be paid in Cash to such Professionals
from funds held in the Professional Fee Escrow Account when such Claims are Allowed by a
Final Order. When all Allowed Accrued Professional Compensation Claims are paid in full in
Cash, amounts remaining in the Professional Fee Escrow Account, if any, shall revert to New
LightSquared.

       3.     Professional Fee Reserve Amount

        To receive payment for unbilled fees and expenses incurred through the Effective Date,
the Professionals shall estimate their Accrued Professional Compensation Claims prior to and as
of the Confirmation Date, along with an estimate of fees and expenses to be incurred through the
Effective Date, and shall deliver such estimate to the Debtors and each of the New Investors no
later than five (5) days prior to the anticipated Confirmation Date; provided, that such estimate
shall not be considered an admission with respect to the fees and expenses of such Professional.
If a Professional does not provide an estimate, the Debtors may estimate the unbilled fees and
expenses of such Professional. The total amount so estimated and agreed to by each of the New
Investors and the Debtors as of the Confirmation Date shall comprise the Professional Fee
Reserve Amount.




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       4.      Post-Confirmation Date Fees and Expenses

        Except as otherwise specifically provided in the Plan, on and after the Confirmation Date,
the Debtors shall, in the ordinary course of business and without any further notice to or action,
order, or approval of, the Bankruptcy Court, and upon five (5) Business Days’ advance notice to
all of the New Investors, pay in Cash the reasonable legal, Professional, or other fees and
expenses related to the Consummation and implementation of the Plan incurred by the Debtors
on or after the Confirmation Date through the Effective Date. Upon the Confirmation Date, any
requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code or
the Interim Compensation Order in seeking retention or compensation for services rendered from
the Confirmation Date through the Effective Date shall terminate, and the Debtors may employ
and pay any Professional in the ordinary course of business without any further notice to, or
action, order, or approval of, the Bankruptcy Court, subject to the terms of the New DIP Orders.
The payments contemplated by this section shall be included in all final requests for payment of
Claims of a Professional as contemplated by Section II.B.1 hereof.

C.     DIP Inc. Claims

        The DIP Inc. Claims shall be Allowed and deemed to be Allowed Claims in the amount
of $122,437,327.70 as of January 15, 2015 (as increased on a per diem basis through and
including the Inc. Facilities Claims Purchase Closing Date in accordance with the DIP Inc.
Credit Agreement and DIP Inc. Order), plus any additional incremental funding provided by the
DIP Inc. Lenders under the DIP Inc. Credit Agreement pursuant to a budget provided by the
Debtors that is acceptable to the DIP Inc. Lenders together with related interest, default interest,
fees, and expenses. The total amount of the Allowed DIP Inc. Claims shall be increased to
include the 2% exit fee owed pursuant to the DIP Inc. Credit Agreement and DIP Inc. Order
upon the repayment and/or conversion of all amounts outstanding under the DIP Inc. Facility,
which amount of exit fee shall be calculated based upon the aggregate principal and interest
outstanding under the DIP Inc. Facility immediately prior to the Inc. Facilities Claims Purchase
Closing Date. For the avoidance of doubt, the economics of any incremental funding provided
under the DIP Inc. Credit Agreement shall remain consistent with prior amendments thereto,
including the accrual of interest at the default rate of 17.5%, payment of a financing fee of 3.5%
in connection with each funding to be paid in kind at the time such future amendment(s) are
approved by the Bankruptcy Court, the payment of a 2% exit fee upon repayment of the DIP Inc.
Claims, and other terms and conditions otherwise acceptable to MAST.

        In accordance with, and subject to the terms and conditions of, the JPM Inc. Facilities
Claims Purchase Agreement, SIG shall purchase in Cash from the DIP Inc. Claims Sellers all
rights, title, and interest to the JPM Acquired DIP Inc. Claims on the Inc. Facilities Claims
Purchase Closing Date. On, and after giving effect to, the Inc. Facilities Claims Purchase Closing
Date, the JPM Acquired DIP Inc. Claims held by SIG shall be converted into New Inc. DIP
Loans on a dollar-for-dollar basis.

       In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each DIP Inc. Claim that is not a JPM Acquired DIP Inc. Claim, each Holder of such Allowed
DIP Inc. Claim shall receive, on the Inc. Facilities Claims Purchase Closing Date, and concurrent
with SIG’s purchase of the JPM Acquired DIP Inc. Claims and the Acquired Inc. Facility
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Claims, Cash in an amount equal to such Allowed DIP Inc. Claims either (a) from the proceeds
of the Third Party New Inc. DIP Facility or (b) as contemplated by the New Investor
Commitment Documents.

D.     DIP LP Claims

        In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each DIP LP Claim, except to the extent that a Holder of an Allowed DIP LP Claim agrees to
less favorable or other treatment, each Holder of an Allowed DIP LP Claim shall receive, on the
New LP DIP Closing Date, Plan Consideration in the form of Cash from the proceeds of the New
LP DIP Facility in an amount equal to such Allowed DIP LP Claim.

E.     New Inc. DIP Claims

        In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each Allowed New Inc. DIP Claim, and except to the extent that a Holder of an Allowed New
Inc. DIP Claim agrees to less favorable or other treatment (including with respect to the New Inc.
DIP Claims held by SIG), each Holder of an Allowed New Inc. DIP Claim shall receive, on the
Effective Date, Plan Consideration in the form of Cash in an amount equal to its Allowed New
Inc. DIP Claim; provided that, $41 million of the New Inc. DIP Claims held by SIG shall be
satisfied by converting such Claims on the Effective Date into the Reorganized LightSquared
Inc. Exit Facility on a dollar-for-dollar basis with the remainder of the New Inc. DIP Claims held
by SIG being satisfied with Plan Consideration in the form of Cash.

F.     New LP DIP Claims

        In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each Allowed New LP DIP Claim, except to the extent that a Holder of an Allowed New LP DIP
Claim agrees to a less favorable or other treatment, each Holder of an Allowed New LP DIP
Claim shall receive, on the Effective Date, Plan Consideration in the form of Cash in an amount
equal to such Allowed New LP DIP Claims.

G.     Priority Tax Claims

       Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less
favorable or other treatment, in full and final satisfaction, settlement, release, and discharge of,
and in exchange for, each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax
Claim due and payable on or prior to the Effective Date shall receive on the Effective Date or as
soon thereafter as reasonably practicable: (1) Plan Consideration in the form of Cash in an
amount equal to such Allowed Priority Tax Claim; (2) Plan Consideration in the form of Cash in
an amount agreed to by such Holder and New LightSquared; or (3) at the option of New
LightSquared, Plan Consideration in the form of Cash in an aggregate amount equal to such
Allowed Priority Tax Claim payable in installment payments over a period of not more than five
(5) years after the Petition Date pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. To
the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, the
Holder of such Claim shall receive Plan Consideration in the form of Cash in accordance with


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the terms of any agreement between New LightSquared and the Holder of such Claim, or as may
be due and payable under applicable non-bankruptcy law or in the ordinary course of business.

H.     Payment of Statutory Fees

        On the Effective Date or as soon thereafter as reasonably practicable, the Reorganized
Debtors shall pay all U.S. Trustee Fees that are due and owing on the Effective Date. Following
the Effective Date, New LightSquared shall pay the U.S. Trustee Fees for each quarter (including
any fraction thereof) until the first to occur of the Chapter 11 Cases being converted, dismissed,
or closed.

                             ARTICLE III.
     CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

A.     Summary

        The categories listed in Section III.B hereof classify Claims against, and Equity Interests
in, each of the Debtors for all purposes, including voting, Confirmation, and distribution
pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim
or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity
Interest qualifies within the description of that Class and is classified in other Classes to the
extent that any portion of the Claim or Equity Interest qualifies within the description of such
other Classes. A Claim or Equity Interest is also classified in a particular Class for the purpose of
receiving Plan Distributions pursuant to the Plan only to the extent that such Claim or Equity
Interest is an Allowed Claim or Allowed Equity Interest in that Class and has not been paid,
released, or otherwise satisfied prior to the Effective Date.

B.     Classification and Treatment of Claims and Equity Interests

        To the extent a Class contains Allowed Claims or Allowed Equity Interests with respect
to a particular Debtor, the treatment provided to each Class for distribution purposes is specified
below:

       1.      Class 1 – Inc. Other Priority Claims

               (a)     Classification: Class 1 consists of all Inc. Other Priority Claims.

               (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                       of, and in exchange for, each Allowed Inc. Other Priority Claim, on the
                       Effective Date or as soon thereafter as reasonably practicable, except to
                       the extent that a Holder of an Allowed Inc. Other Priority Claim agrees to
                       any other treatment, each Holder of an Allowed Inc. Other Priority Claim
                       against an individual Inc. Debtor shall receive Plan Consideration in the
                       form of Cash in an amount equal to such Allowed Inc. Other Priority
                       Claim.

               (c)     Voting: Class 1 is Unimpaired by the Plan. Each Holder of a Class 1 Inc.
                       Other Priority Claim is conclusively presumed to have accepted the Plan
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                   pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
                   1 Inc. Other Priority Claim is entitled to vote to accept or reject the Plan.

     2.    Class 2 – LP Other Priority Claims

           (a)     Classification: Class 2 consists of all LP Other Priority Claims.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed LP Other Priority Claim, on the
                   Effective Date or as soon thereafter as reasonably practicable, except to
                   the extent that a Holder of an Allowed LP Other Priority Claim agrees to
                   any other treatment, each Holder of an Allowed LP Other Priority Claim
                   against an individual LP Debtor shall receive Plan Consideration in the
                   form of Cash in an amount equal to such Allowed LP Other Priority
                   Claim.

           (c)     Voting: Class 2 is Unimpaired by the Plan. Each Holder of a Class 2 LP
                   Other Priority Claim is conclusively presumed to have accepted the Plan
                   pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
                   2 LP Other Priority Claim is entitled to vote to accept or reject the Plan.

     3.    Class 3 – Inc. Other Secured Claims

           (a)     Classification: Class 3 consists of all Inc. Other Secured Claims.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Inc. Other Secured Claim, on the
                   Effective Date or as soon thereafter as reasonably practicable, except to
                   the extent that a Holder of an Allowed Inc. Other Secured Claim agrees to
                   any other treatment, each Holder of an Allowed Inc. Other Secured Claim
                   against an individual Inc. Debtor shall receive one of the following
                   treatments, in the sole discretion of the New Investors (upon agreement of
                   all of the New Investors) or the Reorganized Debtors, as applicable: (i)
                   Plan Consideration in the form of Cash in an amount equal to such
                   Allowed Inc. Other Secured Claim; (ii) delivery of the Collateral securing
                   such Allowed Inc. Other Secured Claim and payment of interest required
                   to be paid under section 506(b) of the Bankruptcy Code, if any; or (iii)
                   treatment of such Allowed Inc. Other Secured Claim in any other manner
                   such that the Allowed Inc. Other Secured Claim shall be rendered
                   Unimpaired.

           (c)     Voting: Class 3 is Unimpaired by the Plan. Each Holder of a Class 3 Inc.
                   Other Secured Claim is conclusively presumed to have accepted the Plan
                   pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
                   3 Inc. Other Secured Claim is entitled to vote to accept or reject the Plan.



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     4.    Class 4 – LP Other Secured Claims

           (a)     Classification: Class 4 consists of all LP Other Secured Claims.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed LP Other Secured Claim, on the
                   Effective Date or as soon thereafter as reasonably practicable, except to
                   the extent that a Holder of an Allowed LP Other Secured Claim agrees to
                   any other treatment, each Holder of an Allowed LP Other Secured Claim
                   against an individual LP Debtor shall receive one of the following
                   treatments, in the sole discretion of the New Investors (upon agreement of
                   all of the New Investors) or the Reorganized Debtors, as applicable: (i)
                   Plan Consideration in the form of Cash in an amount equal to such
                   Allowed LP Other Secured Claim; (ii) delivery of the Collateral securing
                   such Allowed LP Other Secured Claim and payment of interest required to
                   be paid under section 506(b) of the Bankruptcy Code, if any; or (iii)
                   treatment of such Allowed LP Other Secured Claim in any other manner
                   such that the Allowed LP Other Secured Claim shall be rendered
                   Unimpaired.

           (c)     Voting: Class 4 is Unimpaired by the Plan. Each Holder of a Class 4 LP
                   Other Secured Claim is conclusively presumed to have accepted the Plan
                   pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
                   4 LP Other Secured Claim is entitled to vote to accept or reject the Plan.

     5.    Class 5 - Prepetition Inc. Facility Non-Subordinated Claims

           (a)     Classification: Class 5 consists of all Prepetition Inc. Facility Non-
                   Subordinated Claims.

           (b)     Allowance: Prepetition Inc. Facility Non-Subordinated Claims shall be
                   Allowed Claims in the aggregate amount of $337,879,725.54 as of
                   January 15, 2015 (and as increased on a per diem basis through and
                   including the Effective Date to account for Inc. Facility Postpetition
                   Interest allocable to the Prepetition Inc. Facility Non-Subordinated Claims
                   accrued from January 16, 2015 through the Effective Date) for all
                   purposes and, for the avoidance of doubt, shall include all principal, Inc.
                   Facility Prepetition Interest, and Inc. Facility Postpetition Interest
                   allocable to the Prepetition Inc. Facility Non-Subordinated Claims through
                   and including the Effective Date, but shall exclude any Prepetition Inc.
                   Facility Repayment Premium allocable to the Prepetition Inc. Facility
                   Non-Subordinated Claims (which amount shall not be Allowed).

           (c)     Treatment: In accordance with, and subject to the terms and conditions of,
                   the JPM Inc. Facilities Claims Purchase Agreement, on the Inc. Facilities
                   Claims Purchase Closing Date, SIG shall purchase in Cash from the
                   Prepetition Inc. Facility Claims Sellers all rights, title, and interest to the
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                   Acquired Inc. Facility Claims in exchange for the Acquired Inc. Facility
                   Claims Purchase Price. In full and final satisfaction, settlement, release,
                   and discharge of, and in exchange for, each Acquired Inc. Facility Claim
                   and the termination of Liens securing such Claims, on the Effective Date
                   or as soon thereafter as reasonably practicable, except to the extent that a
                   Holder of an Acquired Inc. Facility Claim agrees to any other treatment,
                   each Acquired Inc. Facility Claim, which shall include all Inc. Facility
                   Postpetition Interest allocable to the Acquired Inc. Facility Claims through
                   and including the Effective Date, shall be converted into the Reorganized
                   LightSquared Inc. Exit Facility on a dollar-for-dollar basis on the
                   Effective Date.

           (d)     Voting: Class 5 is Impaired by the Plan. Each Holder of a Class 5
                   Prepetition Inc. Facility Non-Subordinated Claim as of the Voting Record
                   Date is entitled to vote to accept or reject the Plan.

     6.    Class 6 - Prepetition Inc. Facility Subordinated Claims

           (a)     Classification: Class 6 consists of all Prepetition Inc. Facility
                   Subordinated Claims.

           (b)     Allowance: Prepetition Inc. Facility Subordinated Claims shall be Allowed
                   Claims in the aggregate amount of $188,903,095.98 as of December 31,
                   2014 (and as increased on a per diem basis through and including the
                   Effective Date to account for Inc. Facility Postpetition Interest allocable to
                   the Prepetition Inc. Facility Subordinated Claims accrued from January 1,
                   2015 through the Effective Date) for all purposes and, for the avoidance of
                   doubt, shall include all principal, Inc. Facility Prepetition Interest and Inc.
                   Facility Postpetition Interest allocable to the Prepetition Inc. Facility
                   Subordinated Claims through and including the Effective Date, but shall
                   exclude the Prepetition Inc. Facility Repayment Premium allocable to the
                   Prepetition Inc. Facility Subordinated Claims (which amount shall not be
                   Allowed).

           (c)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Prepetition Inc. Facility
                   Subordinated Claim and the termination of Liens securing such Claims
                   and Harbinger’s contribution to New LightSquared of the Harbinger
                   Litigations, on the Effective Date or as soon thereafter as reasonably
                   practicable, except to the extent that a Holder of an Allowed Prepetition
                   Inc. Facility Subordinated Claim agrees to any other treatment, each
                   Holder of an Allowed Prepetition Inc. Facility Subordinated Claim shall
                   receive Plan Consideration in the form of such Holder’s pro rata share of
                   (i) New LightSquared Series A Preferred Interests having an original
                   liquidation preference equal to the Allowed amount of the principal
                   amount of Prepetition Inc. Facility Subordinated Claims, plus the Inc.
                   Facility Prepetition Interest and the Inc. Facility Postpetition Interest
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                   allocable to the Prepetition Inc. Facility Subordinated Claims as of the
                   Effective Date, plus $122,000,000, and (ii) 44.45% of the New
                   LightSquared Common Interests. For the avoidance of doubt, the
                   treatment provided to Class 6 herein shall satisfy in full any and all Claims
                   (including, without limitation, guarantee claims and adequate protection
                   claims) that may be asserted by the Holders of Prepetition Inc. Facility
                   Subordinated Claims against any and all Debtors.

           (d)     Voting: Class 6 is Impaired by the Plan. Each Holder of a Class 6
                   Prepetition Inc. Facility Subordinated Claim as of the Voting Record Date
                   is entitled to vote to accept or reject the Plan.

     7.    Class 7A - Prepetition LP Facility Non-SPSO Claims

           (a)     Classification: Class 7A consists of all Prepetition LP Facility Non-SPSO
                   Claims.

           (b)     Allowance: The Prepetition LP Facility Non-SPSO Claims against the LP
                   Debtors shall be Allowed Claims on the Effective Date for all purposes,
                   and, for the avoidance of doubt, shall include all LP Facility Postpetition
                   Interest, all LP Facility Prepetition Interest, the LP Facility Repayment
                   Premium, and the Prepetition LP Fee Claims.

           (c)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Prepetition LP Facility Non-SPSO
                   Claim, on the Effective Date or as soon thereafter as reasonably
                   practicable, except to the extent that a Holder of an Allowed Prepetition
                   LP Facility Non-SPSO Claim agrees to any other treatment, each such
                   Holder of an Allowed Prepetition LP Facility Non-SPSO Claim against
                   the LP Debtors shall receive Second Lien Exit Term Loans in a principal
                   amount equal to such Holder’s Allowed Prepetition LP Facility Non-
                   SPSO Claim as of the Effective Date; provided, that any Allowed
                   Prepetition LP Fee Claims of Holders of Prepetition LP Facility Non-
                   SPSO Claims (including any LP Group Fee Claim) shall be payable in
                   Cash or in Second Lien Exit Term Loans, and at such time(s), as
                   determined by the New Investors and either the Debtors or the
                   Reorganized Debtors, as applicable; provided, further, that any
                   determination by the New Investors and either the Debtors or the
                   Reorganized Debtors, as applicable, as to the form and manner of payment
                   of the Prepetition LP Fee Claims of Holders of Prepetition LP Facility
                   Non-SPSO Claims shall apply equally to all such Prepetition LP Fee
                   Claims; provided, further, that the Plan Proponents reserve the right to
                   modify the treatment of Class 7A to provide for the payment of all
                   Allowed Prepetition LP Facility Non-SPSO Claims in full in Cash on the
                   Effective Date.


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           (d)     Voting: Class 7A is Impaired by the Plan. Each Holder of a Class 7A
                   Prepetition LP Facility Non-SPSO Claim as of the Voting Record Date is
                   entitled to vote to accept or reject the Plan.

     8.    Class 7B - Prepetition LP Facility SPSO Claims

           (a)     Classification: Class 7B consists of all Prepetition LP Facility SPSO
                   Claims.

           (b)     Allowance: The Prepetition LP Facility SPSO Claims against the LP
                   Debtors shall include all LP Facility Postpetition Interest, all LP Facility
                   Prepetition Interest, the LP Facility Repayment Premium, and the
                   Prepetition LP Fee Claims. All parties in interest shall have the right to
                   assert all claims and defenses to the allowance of any and all Prepetition
                   LP Facility SPSO Claims previously sought and currently subject to the
                   Appeal, except for equitable subordination of the Prepetition LP Facility
                   SPSO Claims; provided, however, that in the case of any Prepetition LP
                   Fee Claims requested by SPSO, all parties in interest shall have the right
                   to assert all claims and defenses to the allowance thereof.

           (c)     Treatment: In full and final satisfaction and discharge of, and in exchange
                   for, each Prepetition LP Facility SPSO Claim, on the Effective Date or as
                   soon thereafter as reasonably practicable, except to the extent that a
                   Holder of a Prepetition LP Facility SPSO Claim agrees to any other
                   treatment, each such Holder of a Prepetition LP Facility SPSO Claim
                   against the LP Debtors shall receive Plan Consideration in the form of
                   Cash in an amount equal to such Holder’s Prepetition LP Facility SPSO
                   Claim as of the Effective Date; provided, that in the case of any
                   Prepetition LP Fee Claims asserted by SPSO, such Cash shall only be
                   distributed to the Holder of such Claim upon the allowance thereof.

                   The Cash received by the Holders of the Prepetition LP Facility SPSO
                   Claims shall be subject to disgorgement to New LightSquared without the
                   further approval of any Entity, to the extent that the Bankruptcy Court or
                   any other court of competent jurisdiction, at the request of any party in
                   interest, disallows (on the grounds set forth in Section III.B.8(b)) all or
                   any part of the Prepetition LP Facility SPSO Claims.

           (d)     Voting: Class 7B is Unimpaired by the Plan. Each Holder of a Class 7B
                   Prepetition LP Facility SPSO Claim as of the Voting Record Date is
                   conclusively presumed to have accepted the Plan pursuant to section
                   1126(f) of the Bankruptcy Code. No Holder of a Class 7B Prepetition LP
                   Facility SPSO Claim is entitled to vote to accept or reject the Plan.




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     9.    Class 8A – Prepetition LP Facility Non-SPSO Guaranty Claims

           (a)     Classification: Inc. Class 8A consists of all Prepetition LP Facility Non
                   SPSO Guaranty Claims.

           (b)     Allowance: The Prepetition LP Facility Non-SPSO Guaranty Claims shall
                   be Allowed Claims on the Effective Date for all purposes, and for the
                   avoidance of doubt shall include all LP Facility Postpetition Interest, all
                   LP Facility Prepetition Interest, the LP Facility Repayment Premium, and
                   the Prepetition LP Fee Claims.

           (c)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Prepetition LP Facility Non-SPSO
                   Guaranty Claim, on the Effective Date, and except to the extent that a
                   Holder of an Allowed Prepetition LP Facility Non-SPSO Guaranty Claim
                   agrees to any other treatment, the Inc. Debtors who are New LightSquared
                   Obligors shall each provide to the agent under the Second Lien Exit
                   Facility guaranties of New LightSquared’s obligations under the Second
                   Lien Exit Facility, which guaranty shall be secured by the assets of such
                   New LightSquared Obligor, and the New LightSquared Obligors will
                   grant liens to the agent under the Second Lien Exit Facility on all other
                   assets received by the New LightSquared Obligors from the Reorganized
                   Inc. Entities pursuant to Section IV.B.2(c)(i) hereof.

           (d)     Voting: Class 8A is Impaired by the Plan. Each Holder of a Class 8A
                   Prepetition LP Facility Non-SPSO Guaranty Claim as of the Voting
                   Record Date is entitled to vote to accept or reject the Plan. If the Holder of
                   a Class 8A Prepetition LP Facility Non-SPSO Guaranty Claim votes to
                   accept the Plan, such vote also shall be deemed an acceptance of the Plan
                   with respect to Claims held by such Holder in Class 7A.

     10.   Class 8B –Prepetition LP Facility SPSO Guaranty Claims

           (a)     Classification: Class 8B consists of all Prepetition LP Facility SPSO
                   Guaranty Claims.

           (b)     Allowance: The Prepetition LP Facility SPSO Guaranty Claims shall
                   include all LP Facility Postpetition Interest, all LP Facility Prepetition
                   Interest, the LP Facility Repayment Premium, and the Prepetition LP Fee
                   Claims. All parties in interest shall have the right to assert all claims and
                   defenses to the allowance of any and all Prepetition LP Facility SPSO
                   Guaranty Claims previously sought and currently subject to the Appeal,
                   except for equitable subordination of the Prepetition LP Facility SPSO
                   Guaranty Claims; provided, however, that in the case of any Prepetition
                   LP Fee Claims requested by SPSO, all parties in interest shall have the
                   right to assert all claims and defenses to the allowance thereof.

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           (c)     Treatment: The Cash received by the Holders of the Prepetition LP
                   Facility SPSO Claims shall be deemed to be in full and final satisfaction
                   and discharge of, and in exchange for, each Prepetition LP Facility SPSO
                   Guaranty Claim on the Effective Date.

                   The Cash received by the Holders of the Prepetition LP Facility SPSO
                   Claims shall be subject to disgorgement to New LightSquared without the
                   further approval of any Entity, to the extent that the Bankruptcy Court or
                   any other court of competent jurisdiction, at the request of any party in
                   interest, disallows (on the grounds set forth in Section III.B.8(b)) all or
                   any part of the Prepetition LP Facility SPSO Claims.

           (d)     Voting: Class 8B is Unimpaired by the Plan. Each Holder of a Class 8B
                   Prepetition LP Facility SPSO Guaranty Claim as of the Voting Record
                   Date is conclusively presumed to have accepted the Plan pursuant to
                   section 1126(f) of the Bankruptcy Code. No Holder of a Class 8B
                   Prepetition LP Facility SPSO Guaranty Claim is entitled to vote to accept
                   or reject the Plan.

     11.   Class 9 – Inc. General Unsecured Claims

           (a)     Classification: Class 9 consists of all Inc. General Unsecured Claims.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Inc. General Unsecured Claim, on
                   the Effective Date or as soon thereafter as reasonably practicable, except
                   to the extent that a Holder of an Allowed Inc. General Unsecured Claim
                   agrees to any other treatment, each Holder of an Allowed Inc. General
                   Unsecured Claim against an individual Inc. Debtor shall receive Plan
                   Consideration in the form of Cash in an amount equal to such Allowed
                   Inc. General Unsecured Claim, including interest from the Petition Date to
                   the Effective Date.

           (c)     Voting: Class 9 is Unimpaired by the Plan. Each Holder of a Class 9 Inc.
                   General Unsecured Claim is conclusively presumed to have accepted the
                   Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a
                   Class 9 Inc. General Unsecured Claim is entitled to vote to accept or reject
                   the Plan.

     12.   Class 10 – LP General Unsecured Claims

           (a)     Classification: Class 10 consists of all LP General Unsecured Claims.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed LP General Unsecured Claim, on
                   the Effective Date or as soon thereafter as reasonably practicable, except
                   to the extent that a Holder of an Allowed LP General Unsecured Claim

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                   agrees to any other treatment, each Holder of an Allowed LP General
                   Unsecured Claim against an individual LP Debtor shall receive Plan
                   Consideration in the form of Cash in an amount equal to such Allowed LP
                   General Unsecured Claim, including interest from the Petition Date to the
                   Effective Date.

           (c)     Voting: Class 10 is Unimpaired by the Plan. Each Holder of a Class 10 LP
                   General Unsecured Claim is conclusively presumed to have accepted the
                   Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a
                   Class 10 LP General Unsecured Claim is entitled to vote to accept or
                   reject the Plan.

     13.   Class 11 – Existing LP Preferred Units

           (a)     Classification: Class 11 consists of all Existing LP Preferred Units.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Existing LP Preferred Units, on the
                   Effective Date or as soon thereafter as reasonably practicable, except to
                   the extent that a Holder of an Allowed Existing LP Preferred Units agrees
                   to any other treatment, each Holder of an Allowed Existing LP Preferred
                   Units shall, at the Holder’s option, receive Plan Consideration in the form
                   of either (1) New LightSquared Series A-2 Preferred Interests having a
                   liquidation preference equal to such Holder’s pro rata share of Existing LP
                   Preferred Units Distribution Amount or (2) New LightSquared Series C
                   Preferred Interests having a liquidation preference equal to such Holder’s
                   pro rata share of Existing LP Preferred Units Distribution Amount. Each
                   Holder must identify their election to receive New LightSquared Series A-
                   2 Preferred Interests or New LightSquared Series C Preferred Interests in
                   writing to the Debtors and each of the New Investors within ten (10)
                   Business Days after entry of the Confirmation Order. If no election is
                   timely made by a Holder of Allowed Existing LP Preferred Units, then
                   such Holder shall be deemed to have elected to receive New LightSquared
                   Series C Preferred Interests. For the avoidance of doubt, any New
                   Investor that holds Allowed Existing LP Preferred Units shall be deemed,
                   and hereby agrees, to elect to receive New LightSquared Series C
                   Preferred Interests solely on account of the Allowed Existing LP Preferred
                   Units held by such New Investor as of the Distribution Record Date.

           (c)     Voting: Class 11 is Impaired by the Plan. Each Holder of a Class 11
                   Existing LP Preferred Units as of the Voting Record Date is entitled to
                   vote to accept or reject the Plan.

     14.   Class 12 – Existing Inc. Preferred Stock Equity Interests

           (a)     Classification: Class 12 consists of all Existing Inc. Preferred Stock
                   Equity Interests.
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           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Existing Inc. Preferred Stock
                   Equity Interest, on the Effective Date or as soon thereafter as reasonably
                   practicable, except to the extent that a Holder of an Allowed Existing Inc.
                   Preferred Stock Equity Interest agrees to any other treatment:

                   (i)    each Other Existing Inc. Preferred Equity Holder shall receive on
                          account of its Allowed Existing Inc. Preferred Stock Equity
                          Interest Plan Consideration in the form of such Holder’s pro rata
                          share of New LightSquared Series C Preferred Interests having an
                          original liquidation preference equal to the outstanding liquidation
                          preference of the Existing Inc. Preferred Stock held by such Other
                          Existing Inc. Preferred Equity Holder as of the Effective Date
                          (excluding any prepayment or redemption premium) in the manner
                          set forth in Section IV.B.2(d)(iii) below; and

                   (ii)   SIG shall receive 100% of the Reorganized LightSquared Inc.
                          Common Shares issued as of the Effective Date.

           (c)     Voting: Class 12 is Impaired by the Plan. Each Holder of a Class 12
                   Existing Inc. Preferred Stock Equity Interest as of the Voting Record Date
                   is entitled to vote to accept or reject the Plan.

     15.   Class 13 – Existing LP Common Units Equity Interests

           (a)     Classification: Class 13 consists of all Existing LP Common Units Equity
                   Interests.

           (b)     Treatment: All Existing LP Common Units Equity Interests shall be
                   cancelled as of the Effective Date, and Holders of Existing LP Common
                   Units Equity Interests shall not receive any distribution under the Plan on
                   account of such Existing LP Common Units Equity Interests.

           (c)     Voting: Class 13 is Impaired by the Plan. Each Holder of a Class 13
                   Existing LP Common Units Equity Interest is deemed to have rejected the
                   Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder of a
                   Class 13 Existing LP Common Units Equity Interest is entitled to vote to
                   accept or reject the Plan.

     16.   Class 14 – Existing Inc. Common Stock Equity Interests

           (a)     Classification: Class 14 consists of all Existing Inc. Common Stock
                   Equity Interests.

           (b)     Treatment: All Existing Inc. Common Stock Equity Interests shall be
                   cancelled as of the Effective Date, and Holders of Existing Inc. Common


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                   Stock Equity Interests shall not receive any distribution under the Plan on
                   account of such Existing Inc. Common Stock Equity Interests.

           (c)     Voting: Class 14 is Impaired by the Plan. Each Holder of a Class 14
                   Existing Inc. Common Stock Equity Interest is deemed to have rejected
                   the Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder
                   of a Class 14 Existing Inc. Common Stock Equity Interest is entitled to
                   vote to accept or reject the Plan.

     17.   Class 15A – Inc. Debtor Intercompany Claims

           (a)     Classification: Class 15A consists of all Intercompany Claims against the
                   Inc. Debtors.

           (b)     Treatment: Holders of Allowed Intercompany Claims against an Inc.
                   Debtor shall not receive any distribution from Plan Consideration on
                   account of such Intercompany Claims.

           (c)     Voting: Class 15A is Impaired by the Plan. Each Holder of a Class 15A
                   Inc. Debtor Intercompany Claim is conclusively presumed to have rejected
                   the Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder
                   of a Class 15A – Inc. Debtor Intercompany Claim is entitled to vote to
                   accept or reject the Plan.

     18.   Class 15B – LP Debtor Intercompany Claims

           (a)     Classification: Class 15B consists of all Intercompany Claims against the
                   LP Debtors.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Intercompany Claim against an LP
                   Debtor, on the Effective Date or as soon thereafter as reasonably
                   practicable, except to the extent that a Holder of an Allowed Intercompany
                   Claim against an LP Debtor agrees to any other treatment, each Allowed
                   Intercompany Claim against an LP Debtor shall be Reinstated for the
                   benefit of the Holder thereof; provided, that the Inc. Debtors agree that
                   they shall not receive any recovery on account of, and shall discharge, any
                   and all of the Intercompany Claims that they can assert against each of the
                   LP Debtors. After the Effective Date, the Reorganized LP Debtors, in their
                   sole discretion, shall have the right to resolve or compromise Allowed
                   Intercompany Claims against an LP Debtor without further notice to or
                   action, order, or approval of the Bankruptcy Court.

           (c)     Voting: Class 15B is Unimpaired by the Plan. Each Holder of a Class 15B
                   LP Debtor Intercompany Claim is conclusively presumed to have accepted
                   the Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of


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                   a Class 15B LP Debtor Intercompany Claim is entitled to vote to accept or
                   reject the Plan.

     19.   Class 16A – LP Debtor Intercompany Interests

           (a)     Classification: Class 16A consists of all Intercompany Interests in an LP
                   Debtor.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Intercompany Interest in an LP
                   Debtor, other than Allowed Existing LP Common Units, on the Effective
                   Date or as soon thereafter as reasonably practicable, except to the extent
                   that a Holder of an Allowed Intercompany Interest in an LP Debtor agrees
                   to any other treatment, each Allowed Intercompany Interest in an LP
                   Debtor, other than Allowed Existing LP Common Units, shall be
                   Reinstated for the benefit of the Holder thereof and treated in accordance
                   with the Plan, as applicable.

           (c)     Voting: Class 16A is Unimpaired by the Plan. Each Holder of a LP Debtor
                   Class 16A Intercompany Interest is conclusively presumed to have
                   accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. No
                   Holder of a LP Debtor Class 16A Intercompany Interest is entitled to vote
                   to accept or reject the Plan.

     20.   Class 16B – Inc. Debtor Intercompany Interests

           (a)     Classification: Class 16B consists of all Intercompany Interests in an Inc.
                   Debtor.

           (b)     Treatment: In full and final satisfaction, settlement, release, and discharge
                   of, and in exchange for, each Allowed Intercompany Interest in an Inc.
                   Debtor, on the Effective Date or as soon thereafter as reasonably
                   practicable, and except to the extent an Intercompany Interest in an Inc.
                   Debtor is assigned or otherwise transferred pursuant to Section IV.B.2(c)
                   hereof, each Allowed Intercompany Interest in an Inc. Debtor shall be
                   Reinstated for the benefit of the Holder thereof and treated in accordance
                   with the Plan, as applicable.

           (c)     Voting: Class 16B is Unimpaired by the Plan. Each Holder of an Inc.
                   Debtor Class 16B Intercompany Interest is conclusively presumed to have
                   accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. No
                   Holder of an Inc. Debtor Class 16B Intercompany Interest is entitled to
                   vote to accept or reject the Plan.




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C.     Special Provision Governing Unimpaired Claims and Equity Interests

        Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’
rights in respect of any Unimpaired Claims or Equity Interests, including, without limitation, all
rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such
Unimpaired Claims or Equity Interests.

D.     Acceptance or Rejection of Plan

       1.      Voting Classes Under Plan

        Under the Plan, Classes 5, 6, 7A, 8A, 11, and 12 are Impaired, and each Holder of a
Claim or Equity Interest as of the Voting Record Date in such Classes is entitled to vote to accept
or reject the Plan.

       2.      Presumed Acceptance Under Plan

        Under the Plan, (a) Classes 1, 2, 3, 4, 7B, 8B, 9, 10, 15B, 16A, and 16B are Unimpaired,
(b) the Holders of Claims in such Classes are conclusively presumed to have accepted the Plan,
and (c) such Holders are not entitled to vote to accept or reject the Plan.

       3.      Acceptance by Impaired Classes of Claims or Equity Interests

        Pursuant to section 1126(c) of the Bankruptcy Code, and except as otherwise provided in
section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan if
the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number
of the Allowed Claims in such Class actually voting have voted to accept the Plan.

        Pursuant to section 1126(d) of the Bankruptcy Code, and except as otherwise provided in
section 1126(e) of the Bankruptcy Code, an Impaired Class of Equity Interests has accepted the
Plan if the Holders of at least two-thirds (2/3) in amount of the Allowed Equity Interests in such
Class actually voting have voted to accept the Plan.

       4.      Presumed Acceptance by Non-Voting Classes

       If a Class contains Claims or Equity Interests eligible to vote and no Holders of Claims or
Equity Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be
presumed accepted by the Holders of such Claims or Equity Interests in such Class.

       5.      Deemed Rejection of the Plan

        Under the Plan, Classes 13, 14, and 15A are Impaired, and the Holders of Claims and
Equity Interests in such Classes (a) shall receive no distributions under the Plan on account of
their Claims or Equity Interests, (b) are deemed to have rejected the Plan, and (c) are not entitled
to vote to accept or reject the Plan, and the votes of such Holders shall not be solicited.



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E.     Elimination of Vacant Classes

       Any Class of Claims or Equity Interests that does not contain a Holder of an Allowed
Claim or Allowed Equity Interest, or a Claim or Equity Interest temporarily Allowed by the
Bankruptcy Court as of the Confirmation Hearing Date, shall be deemed eliminated from the
Plan for purposes of voting to accept or reject the Plan and for purposes of determining
acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the
Bankruptcy Code.

F.     Confirmation Pursuant to Section 1129(b) of Bankruptcy Code

        The Plan Proponents will request Confirmation of the Plan pursuant to section 1129(b) of
the Bankruptcy Code with respect to any Impaired Class that is deemed to reject the Plan or
votes to reject the Plan. The Plan Proponents reserve the right, with the consent of the JPM
Investment Parties and, solely with respect to the Plan, the JPM Inc. Facilities Claims Purchase
Agreement, the New Investor Commitment Documents, and the Second Lien Exit Credit
Agreement, MAST, to revoke or withdraw the Plan or any document in the Plan Supplement,
subject to and in accordance with the Plan Support Agreement and the terms of the Plan. The
Plan Proponents, with the consent of MAST (to the extent provided herein and in the Plan
Support Agreement), also reserve the right to alter, amend, or modify the Plan or any document
in the Plan Supplement, including amending or modifying it to satisfy the requirements of
section 1129(b) of the Bankruptcy Code, if necessary, subject to and in accordance with the Plan
Support Agreement or, in the case of the Debtors, the terms of the Plan, as applicable. Any
alternative treatment to be provided to a Holder of Claims or Equity Interests instead of the
treatment expressly provided in this Article III shall require the prior consent of each New
Investor and the Debtors and, prior to the Inc. Facilities Claims Purchase Closing Date and solely
with respect to the treatment of the Prepetition Inc. Facility Non-Subordinated Claims, MAST.

G.     Controversy Concerning Impairment

       If a controversy arises as to whether any Claims or Equity Interests, or any Class of
Claims or Equity Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing,
determine such controversy on or before the Confirmation Date.

                                   ARTICLE IV.
                       MEANS FOR IMPLEMENTATION OF PLAN

A.     Sources of Consideration for Plan Distributions

        All consideration necessary for the Disbursing Agent to make Plan Distributions shall be
derived from Cash on hand and proceeds from the New DIP Facilities, the JPM Inc. Facilities
Claims Purchase Agreement, the New Investor Commitment Documents (as applicable), the
Working Capital Facility, the Second Lien Exit Facility, the Reorganized LightSquared Inc. Exit
Facility as well as the New LightSquared Entities Shares.




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B.     Plan Transactions

       The Confirmation Order shall be deemed to authorize, among other things, the Plan
Transactions. On and after the Confirmation Date or the Effective Date, as applicable, the Plan
Proponents, with the consent of each New Investor, or the Reorganized Debtors, as applicable,
may take all actions as may be necessary or appropriate to effect any transaction described in,
approved by, contemplated by, or necessary to effectuate the Plan and this Article IV, including:
(1) the execution and delivery of appropriate agreements or other documents of merger,
amalgamation, consolidation, reorganization, or dissolution containing terms that are consistent
with the terms of the Plan and that satisfy the requirements of applicable law; (2) the execution
and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any
property, right, liability, duty, or obligation on terms consistent with the terms of the Plan; (3) the
filing of appropriate certificates of incorporation, certificates of partnership, merger,
amalgamation, consolidation, conversion, reconstitution, or dissolution with the appropriate
governmental authorities pursuant to applicable law; and (4) all other actions that each of the
New Investors or the Reorganized Debtors, as applicable, determine are necessary or
appropriate.

       1.      Confirmation Date Plan Transactions. Certain Plan Transactions occurring prior
               to, on, or as soon as practicable after the Confirmation Date shall include, without
               limitation, the following:

               (a)     On the Inc. Facilities Claims Purchase Closing Date, the New Inc. DIP
                       Obligors, the New Inc. DIP Lenders, and other relevant Entities shall enter
                       into the New Inc. DIP Credit Agreement and, subject to the terms of the
                       New Inc. DIP Credit Agreement, the New Inc. DIP Lenders shall fund the
                       New Inc. DIP Facility (including by converting Acquired DIP Inc. Claims
                       into New Inc. DIP Loans to the extent applicable) and the proceeds thereof
                       shall be used (i) to indefeasibly repay the Allowed DIP Inc. Claims (other
                       than the Acquired DIP Inc. Claims to the extent applicable) in full in Cash,
                       and (ii) for general corporate purposes and to fund the working capital
                       needs of the Inc. Debtors through the Effective Date. The New Inc. DIP
                       Facility may be combined with the New LP DIP Facility, but only to the
                       extent that the Inc. Facilities Claims Purchase Closing Date has occurred
                       (or will occur concurrently therewith) and the Allowed DIP Inc. Claims
                       that are not JPM Acquired DIP Inc. Claims have been indefeasibly paid in
                       full in Cash either (i) from the proceeds of the Third Party New Inc. DIP
                       Facility or (ii) as contemplated by the New Investor Commitment
                       Documents.

               (b)     On the New LP DIP Closing Date, the New LP DIP Obligors, New LP
                       DIP Lenders, and other relevant Entities shall enter into the New LP DIP
                       Credit Agreement. The New LP DIP Facility may be combined with the
                       New Inc. DIP Facility. On the New LP DIP Closing Date, subject to the
                       terms of the New LP DIP Credit Agreement, the New LP DIP Lenders
                       shall fund the New LP DIP Facility, and the proceeds thereof shall be used
                       to indefeasibly repay in full in Cash the Allowed DIP LP Claims and for
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                   general corporate purposes and to fund the working capital needs of the
                   LP Debtors through the Effective Date.

           (c)     Pursuant to, and subject to the terms and conditions of, the JPM Inc.
                   Facilities Claims Purchase Agreement, SIG shall purchase from the DIP
                   Inc. Claims Sellers in Cash all right, title, and interest to the JPM Acquired
                   DIP Inc. Claims upon the Inc. Facilities Claims Purchase Closing Date.
                   On the New Inc. DIP Closing Date, the JPM Acquired DIP Inc. Claims
                   purchased by SIG shall be converted into New Inc. DIP Loans on a dollar-
                   for-dollar basis, of which on the Effective Date, $41,000,000 shall be
                   converted into the Reorganized LightSquared Inc. Exit Facility as set forth
                   in Section IV.B.2(d)(i) and the remainder of New Inc. DIP Claims held by
                   SIG (including any accrued and unpaid interest thereon) shall be paid in
                   Cash.

           (d)     To the extent applicable, pursuant to, and subject to the terms and
                   conditions of, the New Investor Commitment Documents, Fortress and
                   Centerbridge shall purchase from the DIP Inc. Claims Sellers in Cash all
                   right, title, and interest to the Fortress/Centerbridge Acquired DIP Inc.
                   Claims upon the Inc. Facilities Claims Purchase Closing Date. On the
                   New Inc. DIP Closing Date, the Fortress/Centerbridge Acquired DIP Inc.
                   Claims purchased by Fortress and Centerbridge shall be converted into
                   New Inc. DIP Loans on a dollar-for-dollar basis.

           (e)     Pursuant to, and subject to the terms and conditions of, the JPM Inc.
                   Facilities Claims Purchase Agreement, SIG shall purchase from the
                   Prepetition Inc. Facility Claim Sellers in Cash all right, title, and interest
                   to the Acquired Inc. Facility Claims upon the Inc. Facilities Claims
                   Purchase Closing Date. For the avoidance of doubt, the Inc. Facility
                   Postpetition Interest shall continue to accrue on the Acquired Inc. Facility
                   Claims after the Inc. Facilities Claims Purchase Closing Date through the
                   Effective Date. On the Effective Date, the Acquired Inc. Facility Claims
                   shall be converted into the Reorganized LightSquared Inc. Exit Facility as
                   set forth in Section IV.B.2(d)(i) below. For the avoidance of doubt, the
                   Inc. Facilities Claims Purchase Closing Date shall coincide with the
                   payment in full in Cash of the DIP Inc. Claims that are not Acquired DIP
                   Inc. Claims as set forth in Section IV.B.1(a).

     2.    Effective Date Plan Transactions. Plan Transactions occurring on the Effective
           Date shall include, without limitation, the following:

           (a)     LightSquared LP shall be converted to a Delaware limited liability
                   company pursuant to applicable law.

           (b)     Fortress and Centerbridge shall fund to New LightSquared their Effective
                   Date Investments. As consideration for such Effective Date Investments,
                   New LightSquared shall issue: (i) to Fortress, 26.20% of New
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                   LightSquared Common Interests and New LightSquared Series B
                   Preferred Interests having an original liquidation preference of
                   $68,391,643.16; and (ii) to Centerbridge, 8.10% of New LightSquared
                   Common Interests and New LightSquared Series B Preferred Interests
                   having an original liquidation preference of $21,108,531.85.

           (c)     Certain Transactions Between New LightSquared and Reorganized Inc.
                   Entities.

                   (i)    On the Effective Date, each Reorganized Inc. Entity shall assign,
                          contribute or otherwise transfer to New LightSquared substantially
                          all of its assets, including all legal, equitable, and beneficial right,
                          title, and interest thereto and therein, including, without limitation,
                          all of its equity interests, if any, in any Reorganized Debtor (except
                          as provided below), intellectual property, contractual rights,
                          Retained Causes of Action, and the right to prosecute such
                          Retained Causes of Action and receive the benefits therefrom; but
                          excluding each Reorganized Inc. Entity’s tax attributes and direct
                          or indirect equity interests in One Dot Four Corp., SkyTerra Rollup
                          LLC, SkyTerra Rollup Sub LLC, TMI Communications Delaware,
                          Limited Partnership, LightSquared Investors Holdings Inc. and
                          SkyTerra Investors LLC; and

                   (ii)   As consideration for the Reorganized Inc. Entities assigning,
                          contributing or otherwise transferring their assets to New
                          LightSquared as described in clause (i) above, on the Effective
                          Date, New LightSquared shall (A) issue to the Reorganized Inc.
                          Entities (1) 21.25% of the New LightSquared Common Interests,
                          (2) New LightSquared Series C Preferred Interests having an
                          original liquidation preference equal to (y) the outstanding
                          liquidation preference of the Existing Inc. Preferred Stock held by
                          the Other Existing Inc. Preferred Equity Holders as of the Effective
                          Date (excluding any prepayment or redemption premium) plus (z)
                          $73,000,000 (subject to the distribution obligations set forth in
                          Section IV.B.2(d)(iii)), (3) New LightSquared Series B Preferred
                          Interests having an original liquidation preference of $41,000,000
                          and (4) New LightSquared Series A-1 Preferred Interests having an
                          original liquidation preference equal to the Allowed Prepetition
                          Inc. Facility Non-Subordinated Claims held by SIG as of the
                          Effective Date; and (B) assume all obligations with respect to, and
                          make the Plan Distributions required to be made under the Plan
                          with respect to Allowed Inc. Other Priority Claims, Allowed Inc.
                          Other Secured Claims, Allowed Prepetition Inc. Facility
                          Subordinated Claims, and Allowed Inc. General Unsecured
                          Claims.


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           (d)     Certain Transactions Regarding Claims Against and Equity Interests in the
                   Inc. Debtors.

                   (i)     The Acquired Inc. Facility Claims (including all Inc. Facility
                           Postpetition Interest) and $41,000,000 of the New Inc. DIP Loans
                           held by SIG (as a result of the conversion of its JPM Acquired DIP
                           Inc. Claims into such New Inc. DIP Loans in accordance with
                           Section II.C.), will be converted into the Reorganized
                           LightSquared Inc. Exit Facility on a dollar-for-dollar basis (with
                           the remainder of the New Inc. DIP Loans held by SIG to be repaid
                           in full in Cash);

                   (ii)    Reorganized LightSquared Inc. shall issue 100% of the
                           Reorganized LightSquared Inc. Common Shares to SIG in
                           satisfaction of its Existing Inc. Preferred Stock Equity Interests as
                           set forth in Section III.B.14(b)(ii) hereof;

                   (iii)   The Reorganized Inc. Entities shall distribute to Other Existing
                           Inc. Preferred Equity Holders in satisfaction of their Existing Inc.
                           Preferred Stock Equity Interests as set forth in Section
                           III.B.14(b)(i) hereof, New LightSquared Series C Preferred
                           Interests having an original liquidation preference equal to the
                           outstanding liquidation preference of the Existing Inc. Preferred
                           Stock held by the Other Existing Inc. Preferred Equity Holders as
                           of the Effective Date (excluding any prepayment or redemption
                           premium); and

                   (iv)    After giving effect to the transfer of assets contemplated by
                           Section IV.B.2(c) above, and to the distributions of New
                           LightSquared Series C Preferred Interests contemplated by Section
                           IV.B.2(d)(iii) above, Reorganized Inc. Entities will, collectively,
                           hold 21.25% of New LightSquared Common Interests, New
                           LightSquared Series C Preferred Interests having an original
                           liquidation preference of $73,000,000, New LightSquared Series B
                           Preferred Interests having an original liquidation preference of
                           $41,000,000 and New LightSquared Series A-1 Preferred Interests
                           having an original liquidation preference equal to the Prepetition
                           Inc. Facility Non-Subordinated Claims held by SIG as of the
                           Effective Date, and will retain their tax attributes and Reorganized
                           LightSquared Inc. will retain 100% of the equity interests in One
                           Dot Four Corp., SkyTerra Rollup LLC, SkyTerra Rollup Sub LLC,
                           TMI      Communications       Delaware,       Limited    Partnership,
                           LightSquared Investors Holdings Inc. and SkyTerra Investors
                           LLC; provided that, on the Effective Date, the Reorganized Inc.
                           Entities shall have the option to exchange on a dollar-for-dollar
                           basis all or a portion of their New LightSquared Series A-1
                           Preferred Interests into New LightSquared Series A-2 Preferred
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                          Interests and/or additional New LightSquared Series C Preferred
                          Interests.

     3.    New LightSquared Loan Facilities.

           (a)     New LightSquared and the other relevant Entities shall enter into the
                   Working Capital Facility and the Second Lien Exit Facility. Confirmation
                   of the Plan shall constitute (i) approval of the Working Capital Facility,
                   Second Lien Exit Facility, and all transactions contemplated thereby,
                   including any and all actions to be taken, undertakings to be made, and
                   obligations to be incurred by the New LightSquared Obligors in
                   connection therewith, including the payment of all fees, indemnities, and
                   expenses provided for therein, and (ii) authorization for the New
                   LightSquared Obligors to enter into and execute the Working Capital
                   Facility Credit Agreement, the Second Lien Exit Credit Agreement and
                   such other documents as may be required or appropriate. On the Effective
                   Date, the Working Capital Facility and the Second Lien Exit Facility,
                   together with any new promissory notes evidencing the obligations of the
                   New LightSquared Obligors, and all other documents, instruments,
                   mortgages, and agreements to be entered into, delivered, or confirmed
                   thereunder, shall become effective, valid, binding, and enforceable in
                   accordance with their terms, and each party thereto shall be bound
                   thereby. The obligations incurred by the New LightSquared Obligors
                   pursuant to the Working Capital Facility and the Second Lien Exit Facility
                   and related documents shall be secured and paid or otherwise satisfied
                   pursuant to, and as set forth in, the Working Capital Facility Credit
                   Agreement, the Second Lien Exit Credit Agreement and related
                   documents.

                   (i)    Working Capital Facility. The New LightSquared Obligors,
                          Working Capital Lenders, and other relevant Entities shall enter
                          into the Working Capital Facility. The Working Capital Lenders
                          shall fund the Working Capital Facility through the provision of
                          new financing, in accordance with the Plan, Confirmation Order,
                          and Working Capital Facility Credit Agreement, and shall provide
                          for loans in the aggregate principal amount of up to
                          $1,250,000,000.

                          The Working Capital Facility Loans shall be secured by senior
                          liens on all assets of the New LightSquared Obligors, and shall
                          have market terms and conditions satisfactory to New
                          LightSquared, each of the New Investors, and the Debtors.

                          New LightSquared shall use the proceeds from the Working
                          Capital Facility for the purposes specified in the Plan, including to
                          satisfy Allowed Administrative Claims, repay the New DIP
                          Facilities (other than $41 million of the New Inc. DIP Loans held
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                        by SIG on account of the JPM Acquired DIP Inc. Claims), for
                        general corporate purposes and working capital needs, and to make
                        Plan Distributions.

                        The Working Capital Facility Loans may not be made by or
                        assigned or otherwise transferred (including by participation) to
                        any Prohibited Transferee and any assignment or other transfer
                        (including by participation) to a Prohibited Transferee shall be void
                        ab initio.

                 (ii)   Second Lien Exit Facility. The New LightSquared Obligors and
                        the other relevant Entities shall enter into the Second Lien Exit
                        Facility. The Second Lien Exit Facility shall be funded through (a)
                        the provision of new financing in Cash by certain of the Second
                        Lien Exit Term Lenders in an amount equal to the Prepetition LP
                        Facility SPSO Claims as of the Effective Date and (b) the
                        conversion of the Prepetition LP Facility Non-SPSO Claims as of
                        the Effective Date into loans under the Second Lien Exit Facility in
                        accordance with the Plan, Confirmation Order, and Second Lien
                        Exit Credit Agreement. The Second Lien Exit Facility shall
                        provide for loans in the aggregate principal amount of the
                        Prepetition LP Facility Claims as of the Effective Date plus the
                        amount of the commitment fee under the Second Lien Exit Facility
                        Commitment Letter. Second Lien Exit Term Loans shall be
                        secured by second liens on all assets of the New LightSquared
                        Obligors, have a five (5) year term, bear interest at the rate of the
                        higher of (a) 12% and (b) 300 basis points greater than the interest
                        rate of the Working Capital Facility per annum, payable in kind,
                        and not be callable for the first two (2) years after the Effective
                        Date, subject in each case to the terms of the Second Lien Exit
                        Facility Credit Agreement.

                        The Second Lien Exit Term Loans made pursuant to the Second
                        Lien Exit Facility shall be made by the Holders of Prepetition LP
                        Facility Non-SPSO Claims and certain third parties. In connection
                        with the Second Lien Exit Facility, certain of the Second Lien Exit
                        Term Lenders have entered into the Second Lien Exit Facility
                        Commitment Letter, pursuant to which the Debtors have agreed to
                        pay to the Second Lien Exit Term Lenders party thereto a
                        commitment fee in an amount of Second Lien Exit Term Loans in
                        accordance with the terms of such commitment letter.

                        No Prohibited Transferee (including SPSO Parties) shall be
                        permitted to hold (either by assignment, participation or otherwise)
                        any Second Lien Exit Term Loans and any assignment or other
                        transfer (including by participation) thereof to a Prohibited
                        Transferee (including SPSO Parties) shall be void ab initio.
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                          The Second Lien Exit Credit Agreement shall also provide that,
                          prior to a vote or other consent solicitation on any matter requiring
                          a vote or consent by Second Lien Exit Term Lenders (or any
                          portion thereof), the administrative agent under the Second Lien
                          Exit Facility must receive prior to each such vote or consent
                          solicitation a written certification from each Second Lien Exit
                          Term Lender that no Prohibited Transferee has any direct or
                          indirect interest (including, without limitation, pursuant to any
                          participation or voting agreement) in such Second Lien Exit Term
                          Lender’s Second Lien Exit Term Loans (and if no such certificate
                          is delivered by a particular Second Lien Exit Term Lender, such
                          Second Lien Exit Term Lender’s Second Lien Exit Term Loans
                          shall be excluded from such vote or consent solicitation).

     4.    Reorganized LightSquared Inc. Exit Facility.

           (a)     Reorganized LightSquared Inc. and SIG shall enter into the Reorganized
                   LightSquared Inc. Exit Facility, which shall provide for loans in the
                   aggregate principal amount equal to $41 million of the New Inc. DIP
                   Loans held by SIG on account of the JPM Acquired DIP Inc. Claims as of
                   the Effective Date and the Acquired Inc. Facility Claims as of the
                   Effective Date, and which shall be secured by liens on all assets of
                   Reorganized LightSquared Inc. The Reorganized LightSquared Inc. Exit
                   Facility shall be funded through the conversion of the Acquired Inc.
                   Facility Claims and $41 million of the New Inc. DIP Loans held by SIG
                   into loans under the Reorganized LightSquared Inc. Exit Facility in
                   accordance with the Plan.

           (b)     Confirmation of the Plan shall constitute (i) approval of the Reorganized
                   LightSquared Inc. Exit Facility and all transactions contemplated thereby,
                   including any and all actions to be taken, undertakings to be made, and
                   obligations to be incurred by Reorganized LightSquared Inc. in connection
                   therewith, and (ii) authorization for Reorganized LightSquared Inc. to
                   enter into and execute the Reorganized LightSquared Inc. Credit
                   Agreement and such other documents as may be required or appropriate.

           (c)     On the Effective Date, the Reorganized LightSquared Inc. Exit Facility,
                   together with any new promissory notes evidencing the obligations of
                   Reorganized LightSquared Inc. and all other documents, instruments,
                   mortgages, and agreements to be entered into, delivered, or confirmed
                   thereunder, shall become effective, valid, binding, and enforceable in
                   accordance with their terms, and each party thereto shall be bound
                   thereby. The obligations incurred by Reorganized LightSquared Inc.
                   pursuant to the Reorganized LightSquared Inc. Exit Facility and related
                   documents shall be secured and paid or otherwise satisfied pursuant to,
                   and as set forth in, the Reorganized LightSquared Inc. Credit Agreement
                   and related documents.
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C.     Issuance of New LightSquared Entities Shares; Reinstatement of Reinstated
       Intercompany Interests

        On the Effective Date or as soon thereafter as reasonably practicable, except as otherwise
provided herein, (1) New LightSquared or Reorganized LightSquared Inc., as applicable, shall
(a) issue the New LightSquared Entities Shares required to be issued in accordance with the Plan
and all related instruments, certificates, and other documents required to be issued or distributed
pursuant to the Plan, and (2) all Intercompany Interests shall be Reinstated for the benefit of the
Holders thereof and treated in accordance with the Plan, as applicable. The issuance of the New
LightSquared Entities Shares and the Reinstatement of the Reinstated Intercompany Interests are
authorized without the need for any further corporate action or without further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity. All
of the New LightSquared Entities Shares issued (or Reinstated) pursuant to the Plan shall be duly
authorized, validly issued, and, if applicable, fully paid and non-assessable.

        The applicable Reorganized Debtors Governance Documents shall contain provisions
necessary to (1) except as consented to by the initial holder thereof, prohibit the issuance of
nonvoting equity securities as required by section 1123(a)(6) of the Bankruptcy Code, subject to
further amendment of the applicable Reorganized Debtors Governance Documents as permitted
by applicable law, and (2) effectuate the provisions of the Plan, in each case without any further
action by the holders of New LightSquared Entities Shares or directors of the Debtors or the
Reorganized Debtors.

        On the Effective Date, New LightSquared shall issue the New LightSquared Series A
Preferred Interests, the New LightSquared Series B Preferred Interests and the New
LightSquared Series C Preferred Interests, the respective terms and rights of which shall be set
forth in the New LightSquared Interest Holders Agreement.

D.     Section 1145 and Other Exemptions

        The offering, issuance, and distribution of the securities contemplated by the Plan and
any and all agreements incorporated herein, including the New LightSquared Entities Shares,
shall be exempt from, among other things, the registration and prospectus delivery requirements
of section 5 of the Securities Act, and any other applicable state and federal law requiring
registration or delivery of a prospectus prior to the offering, issuance, distribution, or sale of
securities, pursuant to section 1145 of the Bankruptcy Code or pursuant to another applicable
exemption from registration requirements of the Securities Act. In addition, any securities
contemplated by the Plan and any and all agreements incorporated therein, including the New
LightSquared Entities Shares, shall be subject to (1) if issued pursuant to section 1145 of the
Bankruptcy Code, the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the
definition of an underwriter in section 2(a)(11) of the Securities Act, (2) compliance with any
rules and regulations of the Securities and Exchange Commission, if any, applicable at the time
of any future transfer of such securities or instruments, (3) the restrictions, if any, on the
transferability of such securities and instruments, including those set forth in the Reorganized
Debtors Governance Documents, and (4) applicable regulatory approval, if any.


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E.     Listing of New LightSquared Entities Shares; Reporting Obligations

        Except as may be determined in accordance with the Reorganized Debtors Governance
Documents, the Reorganized Debtors shall not be (1) obligated to list the New LightSquared
Entities Shares on a national securities exchange, (2) reporting companies under the Securities
Exchange Act, (3) required to file reports with the Securities and Exchange Commission or any
other Entity or party, or (4) required to file monthly operating reports, or any other type of report,
with the Bankruptcy Court after the Effective Date. In order to prevent the Reorganized Debtors
from becoming subject to the reporting requirements of the Securities Exchange Act, except in
connection with a public offering, the Reorganized Debtors Governance Documents may impose
certain trading restrictions, and the New LightSquared Entities Shares shall be subject to certain
transfer and other restrictions pursuant to the Reorganized Debtors Governance Documents.

F.     New LightSquared Interest Holders Agreement

       On the Effective Date, New LightSquared shall enter into and deliver the New
LightSquared Interest Holders Agreement.

        Confirmation of the Plan shall constitute (1) approval of the New LightSquared Interest
Holders Agreement and all transactions contemplated thereby, including any and all actions to be
taken, undertakings to be made, and obligations to be incurred by New LightSquared, and (2)
authorization for New LightSquared to enter into and execute the New LightSquared Interest
Holders Agreement and such other documents as may be required or appropriate. On the
Effective Date, the New LightSquared Interest Holders Agreement, together with all other
documents, instruments, and agreements to be entered into, delivered, or confirmed thereunder,
shall become effective, valid, binding, and enforceable in accordance with their terms, and each
party thereto shall be bound thereby. The obligations incurred by New LightSquared pursuant to
the New LightSquared Interest Holders Agreement and related documents shall be satisfied
pursuant to, and as set forth in, the New LightSquared Interest Holders Agreement and related
documents.

        The New LightSquared Interest Holders Agreement shall provide that, among other
things, Harbinger shall have, in accordance with the terms set forth in the Plan Support
Agreement, a call option to purchase from Reorganized LightSquared Inc. three percent (3%) of
the New LightSquared Common Interests. The New LightSquared Interest Holders Agreement
shall also provide that after redemption in full of all New LightSquared Preferred Interests but
prior to any distributions on account of the New LightSquared Common Interests, Harbinger
shall receive an additional allocation on account of (1) the issuance of additional New
LightSquared Preferred Interests as compared with the amount contemplated in the Plan Support
Agreement, (2) the addition of the two (2)-year no call provision with respect to the Second Lien
Exit Term Loans, and (3) the commitment fee on the first $400,000,000 of the new financing
referenced in Section IV.B.3(a)(ii) of the Plan all as provided in greater detail in the New
LightSquared Interest Holders Agreement.

        If each of the New Investors and the Debtors determine, on a Holder by Holder basis, that
it is necessary or advisable from a regulatory approval standpoint, certain potential holders of

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New LightSquared Interests shall be issued warrants to acquire such New LightSquared Interests
in lieu of direct ownership of New LightSquared Interests.

       The New LightSquared Board shall be comprised of seven (7) members, which shall
include: two (2) members appointed by Fortress; one (1) member appointed by Reorganized
LightSquared Inc.; one (1) member appointed by Centerbridge; one (1) independent member; the
Chief Executive Officer of New LightSquared; and the Chairman of the New LightSquared
Board. The New LightSquared Board shall not include any Harbinger employees, affiliates or
representatives. If agreed to by each of the New Investors, the New LightSquared Board can be
expanded in size. In addition, New LightSquared shall have a separate advisory committee of the
New LightSquared Board, with five (5) members, one (1) of which shall be appointed by
Reorganized LightSquared Inc., two (2) of which shall be appointed by Fortress, one (1) of
which shall be appointed by Centerbridge, and one (1) of which shall be appointed as provided in
the New LightSquared Interest Holders Agreement.

G.     Indemnification Provisions in Reorganized Debtors Governance Documents

        Except as provided in the Plan Supplement and except as may be agreed to by SIG with
respect to the Reorganized Debtors Governance Documents of the Reorganized Inc. Entities, as
of the Effective Date, the Reorganized Debtors Governance Documents shall provide for the
indemnification, defense, reimbursement, exculpation, and limitation of liability of, and
advancement of fees and expenses to, the Reorganized Debtors’ then current directors, officers,
employees, or agents (and such directors, officers, employees, or agents that held such positions
as of the Confirmation Date) at least to the same extent as the organizational documents of each
of the respective Debtors on the Petition Date, against any claims or Causes of Action whether
direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed,
matured or unmatured, known or unknown, foreseen or unforeseen, or asserted or unasserted,
and none of the Reorganized Debtors, other than the Reorganized Inc. Entities, shall amend or
restate the Reorganized Debtors Governance Documents before or after the Effective Date to
terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide
such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification
rights.

H.     Management Incentive Plan

       On or as soon as practicable following the Consummation of the Plan, the New
LightSquared Board shall adopt a Management Incentive Plan in accordance with the terms of
the New LightSquared Interest Holders Agreement and subject to the approval of each of the
New Investors.

I.     Corporate Governance

        As shall be set forth in the Reorganized Debtors Governance Documents, the
Reorganized Debtors Boards shall consist of a number of members and be appointed in a
manner, subject to applicable law, to be agreed upon by each of the New Investors (including as
specified in Section IV.F) or otherwise provided in the Reorganized Debtors Governance
Documents. In accordance with section 1129(a)(5) of the Bankruptcy Code, the Debtors shall
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disclose the following at, or prior to, the Confirmation Hearing: (1) the identities and affiliations
of any Person proposed to serve as a member of the Reorganized Debtors Boards or officer of
the Reorganized Debtors and (2) the nature of compensation for any officer employed or retained
by the Reorganized Debtors who is an “insider” under section 101(31) of the Bankruptcy Code.

J.     Vesting of Assets in Reorganized Debtors

        Except as otherwise provided in the Plan or any agreement, instrument, or other
document incorporated therein, on the Effective Date, notwithstanding any prohibition of
assignability under applicable non-bankruptcy law and in accordance with section 1141 of the
Bankruptcy Code, all property in each Estate, all Retained Causes of Action, and any property
acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized
Debtor, free and clear of all Liens, Claims, charges, or other encumbrances (except for (1) any
Liens granted to secure the Working Capital Facility and any rights of any of the parties under
the Working Capital Facility Credit Agreement or any related documents, (2) any Liens granted
to secure the Second Lien Exit Facility and any rights of any of the parties under the Second Lien
Exit Credit Agreement or any related documents, (3) any Liens granted to secure the
Reorganized LightSquared Inc. Exit Facility and any rights of any of the parties under the
Reorganized LightSquared Inc. Credit Agreement or any related documents, and (4) any rights of
any of the parties under any of Reorganized Debtors Governance Documents) without further
notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any
other Entity.

        On and after the Effective Date, except as otherwise provided in the Plan, each
Reorganized Debtor may operate its business and may use, acquire, or dispose of property and
compromise or settle any Claims, Equity Interests, or Retained Causes of Action without further
notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any
other Entity and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

       EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, AFTER THE
EFFECTIVE DATE, NO REORGANIZED DEBTOR AND NO AFFILIATE OF ANY
SUCH REORGANIZED DEBTOR SHALL HAVE, OR BE CONSTRUED TO HAVE OR
MAINTAIN, ANY LIABILITY, CLAIM, OR OBLIGATION THAT IS BASED IN
WHOLE OR IN PART ON ANY ACT, OMISSION, TRANSACTION, EVENT, OR
OTHER OCCURRENCE OR THING OCCURRING OR IN EXISTENCE ON OR
PRIOR TO THE EFFECTIVE DATE OF THE PLAN (INCLUDING, WITHOUT
LIMITATION, ANY LIABILITY, CLAIM, OR OBLIGATION ARISING UNDER
APPLICABLE NON-BANKRUPTCY LAW AS A SUCCESSOR TO LIGHTSQUARED
INC., LIGHTSQUARED LP, OR ANY OTHER DEBTOR) AND NO SUCH LIABILITY,
CLAIM, OR OBLIGATION FOR ANY ACTS SHALL ATTACH TO ANY OF THE
REORGANIZED DEBTORS OR ANY OF THEIR AFFILIATES.

K.     Cancellation of Securities and Agreements

       On the Effective Date (or the New DIP Closing Date with respect to the DIP Inc. Facility
and the DIP LP Facility), except as otherwise specifically provided for in the Plan, including
with respect to the Acquired Inc. Facility Claims and JPM Acquired DIP Inc. Claims: (1) the
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obligations of the Debtors under the DIP Facilities, the Prepetition Loan Documents, the Existing
Shares, and any other Certificate, share, note, bond, indenture, purchase right, option, warrant, or
other instrument or document directly or indirectly evidencing or creating any indebtedness or
obligation of, or ownership interest in, the Debtors giving rise to any Claim or Equity Interest
(except such Certificates, Equity Interests, notes, or other instruments or documents evidencing
indebtedness or obligations of the Debtors that may be Reinstated pursuant to the Plan), shall be
cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing
obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to
any agreements, indentures, certificates of designation, bylaws, or certificate or articles of
incorporation or similar documents governing the shares, Certificates, notes, bonds, indentures,
purchase rights, options, warrants, or other instruments or documents evidencing or creating any
indebtedness or obligation of the Debtors (except such agreements, Certificates, notes, or other
instruments evidencing indebtedness or obligations of the Debtors that are specifically
Reinstated pursuant to the Plan) shall be released and discharged; provided, however, that any
agreement that governs the rights of the Holder of a Claim or Equity Interest shall continue in
effect solely for the purposes of allowing such Holders to receive Plan Distributions under the
Plan; provided, further, that (1) the preceding proviso shall not affect the discharge of Claims or
Equity Interests pursuant to the Bankruptcy Code, the Confirmation Order, the Confirmation
Recognition Order, or the Plan or result in any expense or liability to the Reorganized Debtors
and (2) the terms and provisions of the Plan shall modify any existing contract or agreement that
would in any way be inconsistent with distributions under the Plan.

       On the Confirmation Date, but subject to the Effective Date, (1) the obligations of the
Debtors Stalking Horse Agreement and the Bid Procedures Order shall be cancelled as to the
Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder and
(2) the obligations of the Debtors pursuant, relating, or pertaining to the Stalking Horse
Agreement or the Bid Procedures Order to pay any LBAC Break-Up Fee or Expense
Reimbursement, to the extent payable in accordance with the terms thereof, shall be released and
discharged. For the avoidance of doubt, no party shall be entitled to, or receive (nor shall any
reserve be required on account of), any LBAC Break-Up Fee or Expense Reimbursement.

L.     Corporate Existence

         Except as otherwise provided in the Plan or as contemplated by the Plan Transactions,
each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited
liability company, unlimited liability company, partnership, or other form, as applicable, with all
the powers of a corporation, limited liability company, unlimited liability company, partnership,
or other form, as applicable, pursuant to the applicable law in the jurisdiction in which each
applicable Debtor is incorporated or formed and pursuant to the respective certificate of
incorporation and bylaws (or other formation documents) in effect prior to the Effective Date,
except to the extent such certificate of incorporation and bylaws (or other formation documents)
are amended by the Plan or otherwise, and to the extent such documents are amended, such
documents are deemed to be amended pursuant to the Plan without further notice to, or action,
order, or approval of, the Bankruptcy Court, the Canadian Court (to the extent permitted by
Canadian law), or any other Entity.


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M.     Corporate Action

        Upon the Effective Date, all actions contemplated by the Plan shall be deemed
authorized, approved, and, to the extent taken prior to the Effective Date, ratified without any
requirement for further action by Holders of Claims or Equity Interests, directors, managers, or
officers of the Debtors, the Reorganized Debtors, or any other Entity or Person, including,
without limitation, the following: (1) execution of, and entry into, the Working Capital Facility
Credit Agreement, the Second Lien Exit Credit Agreement, the Reorganized LightSquared Inc.
Credit Agreement, the Exit Intercreditor Agreement, the Reorganized Debtors Governance
Documents, the Management Incentive Plan, and commitment letters and such other documents
as may be required or appropriate with respect to the foregoing; (2) consummation of the
reorganization and restructuring transactions contemplated by the Plan and performance of all
actions and transactions contemplated thereby; (3) rejection, assumption, or assumption and
assignment, as applicable, of Executory Contracts and Unexpired Leases; (4) selection of the
managers and officers for the Reorganized Debtors; (5) the issuance, reinstatement, and
distribution of the New LightSquared Entities Shares; and (6) all other acts or actions
contemplated or reasonably necessary or appropriate to promptly consummate the transactions
contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters
specifically provided for in the Plan involving the company structure of the Debtors, and any
company action required by the Debtors in connection therewith, shall be deemed to have
occurred on, and shall be in effect as of, the Effective Date, without any requirement of further
action by the security holders, directors, managers, authorized persons, or officers of the Debtors.

        On or, as applicable, prior to the Effective Date, the appropriate officers, managers, or
authorized person of the Debtors (including, any president, vice-president, chief executive
officer, treasurer, general counsel, or chief financial officer thereof) shall be authorized and
directed to issue, enter, execute, and deliver the agreements, documents, securities, certificates of
incorporation, certificates of formation, bylaws, operating agreements, and instruments
contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by
the Plan) in the name, and on behalf, of the Debtors, including, as appropriate: (1) the Working
Capital Facility Credit Agreement (2) the Second Lien Exit Credit Agreement; (3) the
Reorganized LightSquared Inc. Credit Agreement; (4) the Exit Intercreditor Agreement; (5) the
Reorganized Debtors Governance Documents; (6) the Management Incentive Plan; and (7) any
and all other agreements, documents, securities, and instruments related to the foregoing. The
authorizations and approvals contemplated by this Section IV.M shall be effective
notwithstanding any requirements under non-bankruptcy law.

N.     Effectuating Documents; Further Transactions

        On and after the Effective Date, the Reorganized Debtors and the officers and members
of the boards of directors or managers thereof, are authorized to and may issue, execute, deliver,
file, or record such contracts, securities, instruments, releases, and other agreements or
documents, and take such actions as may be necessary or appropriate to effectuate, implement,
and further evidence the terms and conditions of the Plan and the securities issued pursuant to the
Plan in the name, and on behalf, of the Reorganized Debtors, without further notice to or action,
order, or approval of the Bankruptcy Court, the Canadian Court, or any other Entity.

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O.     Exemption from Certain Taxes and Fees

        Pursuant to section 1146(a) of the Bankruptcy Code, any transfer from a Debtor to a
Reorganized Debtor or to any Entity pursuant to, in contemplation of, or in connection with the
Plan or pursuant to (1) the issuance, distribution, transfer, or exchange of any debt, equity
security, or other interest in the Debtors or the Reorganized Debtors, (2) the creation,
modification, consolidation, or recording of any mortgage, deed of trust, or other security
interest, or the securing of additional indebtedness by such or other means, (3) the making,
assignment, or recording of any lease or sublease, or (4) the making, delivery, or recording of
any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,
including any deeds, bills of sale, assignments, or other instrument of transfer executed in
connection with any transaction arising out of, contemplated by, or in any way related to the
Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles,
or similar tax, mortgage tax, real estate transfer tax, sales or use tax, mortgage recording tax,
Uniform Commercial Code filing or recording fee, FCC filing or recording fee, Industry Canada
filing or recording fee, or other similar tax or governmental assessment, and the appropriate state
or local governmental officials or agents shall forego the collection of any such tax or
governmental assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or governmental
assessment.

P.     Preservation, Transfer, and Waiver of Rights of Action

        In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII
hereof, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue,
as appropriate, any and all Causes of Action, whether arising before or after the Petition Date,
including any Retained Causes of Actions that may be described in the Plan Supplement, and the
Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the
absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to
any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors,
as applicable, shall not pursue any and all available Causes of Action against them. The Debtors
or the Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all
Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless
any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released,
compromised, or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors
expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion
doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim
preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of
Action upon, after, or as a consequence of the Confirmation or Consummation. In accordance
with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold
against any Entity shall vest in New LightSquared.

        The Cash received by the Holders of the Prepetition LP Facility SPSO Claims and
Prepetition LP Facility SPSO Guaranty Claims shall be subject to disgorgement to New
LightSquared without the further approval of any Entity, to the extent that the Bankruptcy Court
or any other court of competent jurisdiction, at the request of any party in interest, disallows (on
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the grounds set forth in Sections III.B.8(b) and III.B.10(b)) all or any part of the Prepetition LP
Facility SPSO Claims or the Prepetition LP Facility SPSO Guaranty Claims. For the avoidance
of doubt, the Prepetition LP Facility SPSO Claims, Prepetition LP Facility SPSO Guaranty
Claims, and any Cash received on account thereof shall be subject to any equitable or legal
remedy previously sought and currently subject to the Appeal, other than equitable subordination
of the Prepetition LP Facility SPSO Claims and the Prepetition LP Facility SPSO Guaranty
Claims.

       Upon the Effective Date of the Plan, Harbinger shall irrevocably assign to New
LightSquared all Harbinger Litigations, and the New Investors shall irrevocably assign to New
LightSquared any and all of their rights to commence any New Actions. New LightSquared will
receive all Retained Causes of Action Proceeds, which, for the avoidance of doubt, shall include
any and all proceeds from any of the Harbinger Litigations and New Actions.

Q.     Assumption of D&O Liability Insurance Policies

        To the extent that the D&O Liability Insurance Policies are considered to be Executory
Contracts, then, notwithstanding anything in the Plan to the contrary, the Debtors shall be
deemed to have assumed all of the Debtors’ unexpired D&O Liability Insurance Policies
pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date; provided
that, all D&O Liability Insurance Policies to which a Reorganized Inc. Entity would be a
counterparty or obligor shall be assigned to New LightSquared on the Effective Date and no
Reorganized Inc. Entity shall have any liability or obligations with respect to any D&O Liability
Insurance Policies. Entry of the Confirmation Order shall constitute, subject to the occurrence of
the Effective Date, the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of
each of the unexpired D&O Liability Insurance Policies. Notwithstanding anything to the
contrary contained in the Plan, but without limiting the proviso in the first sentence of this
paragraph, Confirmation of the Plan shall not discharge, impair, or otherwise modify any
indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance
Policies, and each such indemnity obligation shall be deemed and treated as an Executory
Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim
need be filed.

        In addition, but subject to the proviso in the first sentence of the first paragraph in this
Section IV.Q, after the Effective Date, none of the Reorganized Debtors shall terminate or
otherwise reduce the coverage under any D&O Liability Insurance Policies (including any “tail
policy”) in effect on the Petition Date, with respect to conduct occurring prior thereto, and all
directors and officers of the Debtors who served in such capacity at any time prior to the
Effective Date shall be entitled to the full benefits of any such policy for the full term of such
policy regardless of whether such directors and officers remain in such positions after the
Effective Date. As of the Effective Date, New LightSquared shall purchase and maintain
continuing director and officer insurance coverage for a tail period of six (6) years.

R.     Employee and Retiree Benefits

       Except as otherwise provided in the Plan, on and after the Effective Date, New
LightSquared shall assume and continue to perform the Debtors’ obligations to: (1) honor, in the
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ordinary course of business, any contracts, agreements, policies, programs, and plans, in each
case, to the extent disclosed in the Disclosure Statement or the First Day Pleadings, for, among
other things, compensation and wages (including equity based and bonus compensation), health
care benefits, disability benefits, deferred compensation benefits, travel benefits, savings,
severance or termination benefits, retirement benefits, welfare benefits, workers’ compensation
insurance, and accidental death and dismemberment insurance for the directors, officers, and
current and former employees of any of the Debtors who served in such capacity at any time; and
(2) honor, in the ordinary course of business, Claims of current and former employees employed
as of the Effective Date for accrued vacation time arising prior to the Petition
Date; provided, however, that the Debtors’ or Reorganized Debtors’ performance of any
employment agreement shall not entitle any Person or Entity to any benefit or alleged entitlement
under any policy, program, or plan that has expired or been terminated before the Effective Date,
or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy,
program, or plan. In addition, as of the Effective Date, (1) Equity Interests granted to an existing
employee of the Debtors pursuant to any equity plan maintained by the Debtors or under any
existing employment agreement of the Debtors, and any such applicable equity plan, shall be (a)
fully vested and (b) cancelled and terminated and (2) Holders of such Equity Interests shall be
treated in accordance with Class 12 in Section III.B.14 hereof; provided, that the applicable
Reorganized Debtors Boards shall maintain the discretion to execute and implement agreements
or plans that grant current and former employees of the applicable Reorganized Debtors awards
of stock options, equity appreciation rights, restricted equity, phantom equity, or any other Cash
or performance-based awards as the Reorganized Debtors Boards deem appropriate.

        Nothing in the Plan shall limit, diminish, or otherwise alter the Reorganized Debtors’
defenses, claims, Causes of Action, or other rights with respect to any such contracts,
agreements, policies, programs, and plans. Notwithstanding the foregoing, pursuant to section
1129(a)(13) of the Bankruptcy Code, on and after the Effective Date, all retiree benefits (as that
term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid to the
extent required by applicable law.

                           ARTICLE V.
      TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A.     Assumption and Rejection of Executory Contracts and Unexpired Leases

       1.      Rejection of Executory Contracts and Unexpired Leases

        Except as otherwise provided herein (including Section IV.R hereof), each Executory
Contract and Unexpired Lease shall be deemed automatically rejected pursuant to sections 365
and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract
or Unexpired Lease (a) is listed on the Schedule of Assumed Agreements in the Plan
Supplement, (b) has been previously assumed, assumed and assigned, or rejected by the Debtors
by Final Order of the Bankruptcy Court or has been assumed, assumed and assigned, or rejected
by the Debtors by order of the Bankruptcy Court as of the Effective Date, which order becomes a
Final Order after the Effective Date, (c) is the subject of a motion to assume, assume and assign,
or reject pending as of the Effective Date, (d) is an Intercompany Contract, or (e) is otherwise
assumed, or assumed and assigned, pursuant to the terms herein.
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        The Confirmation Order shall constitute an order of the Bankruptcy Court approving such
rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date.
Non-Debtor parties to Executory Contracts or Unexpired Leases that are rejected as of the
Effective Date shall have the right to assert a Claim on account of the rejection of such
Executory Contracts or Unexpired Leases, including under section 502(g) of the Bankruptcy
Code; provided, however, that the non-Debtor parties must comply with Section V.B hereof.

       2.      Assumption of Executory Contracts and Unexpired Leases

        In connection with the Confirmation and Consummation of the Plan, the New Investors
(upon agreement of all of the New Investors) and the Debtors shall designate the Executory
Contracts and Unexpired Leases to be assumed, or assumed and assigned, pursuant to, and in
accordance with, the Plan, which designated Executory Contracts and Unexpired Leases will be
listed on the Schedule of Assumed Agreements in the Plan Supplement. On the Effective Date,
the Debtors shall assume, or assume and assign, all of the Executory Contracts and Unexpired
Leases listed on the Schedule of Assumed Agreements in the Plan Supplement; provided, that all
assumed Executory Contracts and Unexpired Leases to which a Reorganized Inc. Entity would
be a counterparty or obligor shall be assigned to New LightSquared on the Effective Date and no
Reorganized Inc. Entity shall have any liability or obligations with respect to any such Executory
Contracts and Unexpired Leases.

       With respect to each Executory Contract and Unexpired Lease listed on the Schedule of
Assumed Agreements in the Plan Supplement, the Debtors shall have designated a proposed
amount of the Cure Costs, and the assumption, or assumption and assignment, of such Executory
Contract and Unexpired Lease may be conditioned upon the disposition of all issues with respect
to such Cure Costs. The Confirmation Order shall constitute an order of the Bankruptcy Court
approving any such assumptions, or assumptions and assignments, pursuant to sections 365(a)
and 1123 of the Bankruptcy Code.

        Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that
have been assumed, or assumed and assigned, in the Chapter 11 Cases, including hereunder,
except Proofs of Claim asserting Cure Costs pursuant to the order approving such assumption, or
assumption and assignment, including the Confirmation Order, shall be deemed disallowed and
expunged from the Claims Register as of the Effective Date without any further notice to, or
action, order, or approval of, the Bankruptcy Court.

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

        Notwithstanding anything in the Claims Bar Date Order to the contrary, if the rejection of
an Executory Contract or Unexpired Lease, including pursuant hereto, gives rise to a Claim by
the non-Debtor party or parties to such contract or lease, such Claim shall be forever barred and
shall not be enforceable against the Debtors, their respective successors, or their respective
property unless a Proof of Claim is Filed and served on the Reorganized Debtors no later than
thirty (30) days after the Effective Date. All Allowed Claims arising from the rejection of the
Inc. Debtors’ Executory Contracts and Unexpired Leases shall be classified as Inc. General
Unsecured Claims and shall be treated in accordance with Class 9 in Section III.B.11 hereof, and
all Allowed Claims arising from the rejection of the LP Debtors’ Executory Contracts and
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Unexpired Leases shall be classified as LP General Unsecured Claims and shall be treated in
accordance with Class 10 in Section III.B.12 hereof.

C.     Cure of Defaults for Executory Contracts and Unexpired Leases Assumed Pursuant to
       Plan

        With respect to any Executory Contract or Unexpired Lease to be assumed, or assumed
and assigned, pursuant hereto, all Cure Costs shall be satisfied as Administrative Claims of the
applicable Debtors’ Estates at the option of the New Investors (upon agreement of all of the New
Investors) and the Debtors or the Reorganized Debtors (as applicable) (1) by payment of the
Cure Costs with Plan Consideration in the form of Cash on the Effective Date or as soon
thereafter as reasonably practicable or (2) on such other terms as the parties to each such
Executory Contract or Unexpired Lease may otherwise agree without further notice to, or action,
order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity, provided
that no Reorganized Inc. Entity shall have any obligation with respect to such Cure Costs.

         In accordance with the Bid Procedures Order, on November 22, 2013, the Debtors Filed
with the Bankruptcy Court and served upon all counterparties to such Executory Contracts and
Unexpired Leases, a notice regarding any potential assumption, or assumption and assignment,
of their Executory Contracts and Unexpired Leases and the proposed Cure Costs in connection
therewith, which notice (1) listed the applicable Cure Costs, if any, (2) described the procedures
for filing objections to the proposed assumption, assumption and assignment, or Cure Costs, and
(3) explained the process by which related disputes shall be resolved by the Bankruptcy Court.
Any objection by a counterparty to an Executory Contract or Unexpired Lease to any potential
assumption, assumption and assignment, or related Cure Costs must have been Filed, served, and
actually received by (1) Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza,
New York, NY 10005 (Attn: Matthew S. Barr, Esq., Steven Z. Szanzer, Esq., and Karen
Gartenberg, Esq.), counsel to the Debtors, and (2) any other notice parties identified on the
notice no later than 4:00 p.m. (prevailing Eastern time) on November 29,
2013; provided, however, that any objection by a counterparty to an Executory Contract or
Unexpired Lease solely to the Reorganized Debtors’ financial wherewithal must be Filed, served,
and actually received by the appropriate notice parties no later than February 25, 2015 at 11:59
p.m. (prevailing Eastern time). Any counterparty to an Executory Contract or Unexpired Lease
that failed to timely object to the proposed assumption, assumption and assignment, or Cure
Costs shall be deemed to have assented to such assumption, assumption and assignment, or Cure
Costs, as applicable. For the avoidance of doubt, if there is any discrepancy between the
Schedule of Assumed Agreements and the notice referenced above in this paragraph, the
Schedule of Assumed Agreements shall govern and any objection on account of such
discrepancy shall also be filed by no later than February 25, 2015 at 11:59 p.m. (prevailing
Eastern time).

        In the event of a dispute regarding (1) the amount of any Cure Costs, (2) the ability of the
Reorganized Debtors to provide adequate assurance of future performance (within the meaning
of section 365 of the Bankruptcy Code) under such Executory Contract or Unexpired Lease to be
assumed, or assumed and assigned, or (3) any other matter pertaining to assumption, or
assumption and assignment, of such Executory Contract or Unexpired Lease, the payment of any
Cure Costs shall be made following the entry of a Final Order resolving the dispute and
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approving the assumption, or assumption and assignment, of such Executory Contract or
Unexpired Lease; provided, however, that the New Investors (upon agreement of all of the New
Investors) and the Debtors or New LightSquared, as applicable, may settle any dispute regarding
the amount of any Cure Costs without further notice to, or action, order, or approval of, the
Bankruptcy Court, the Canadian Court, or any other Entity; provided, further, that
notwithstanding anything to the contrary herein, prior to the Effective Date, the Debtors (with the
consent of each of the New Investors) reserve the right to reject any Executory Contract or
Unexpired Lease; provided, further, that the Bankruptcy Court shall adjudicate and decide any
unresolved disputes relating to the assumption of Executory Contracts and Unexpired Leases,
including, without limitation, disputed issues relating to Cure Costs, financial wherewithal, or
adequate assurance of future performance, at a hearing scheduled for a date and time set forth in
the Confirmation Order.

         Assumption, or assumption and assignment, of any Executory Contract or Unexpired
Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any
Claims or defaults, whether monetary or nonmonetary, including defaults of provisions
restricting the change in control or ownership interest composition or other bankruptcy-related
defaults, arising under any assumed, or assumed and assigned, Executory Contract or Unexpired
Lease at any time prior to the effective date of assumption, or assumption and assignment.

D.     Pre-existing Obligations to Debtors Under Executory Contracts and Unexpired Leases

        Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or
otherwise shall not constitute a termination of pre-existing obligations owed to the Debtors under
such contracts or leases. In particular, notwithstanding any non-bankruptcy law to the contrary,
each of the New Investors and the Reorganized Debtors expressly reserve and do not waive any
right to receive, or any continuing obligation of a counterparty to provide, warranties or
continued maintenance obligations on goods previously purchased by the Debtors or New
LightSquared, as applicable, contracting from non-Debtor counterparties to rejected Executory
Contracts or Unexpired Leases.

E.     Intercompany Contracts, Contracts, and Leases Entered into After Petition Date,
       Assumed Executory Contracts, and Unexpired Leases

        Any (1) Intercompany Contracts, (2) contracts and leases entered into after the Petition
Date by any Debtor to the extent not rejected prior to the Effective Date, and (3) any Executory
Contracts and Unexpired Leases assumed, or assumed and assigned, by any Debtor and not
rejected prior to the Effective Date, may be performed by the applicable Reorganized Debtor in
the ordinary course of business. Any such contracts and leases described in the foregoing clauses
(1) through (3) to which a Reorganized Inc. Entity or any of its subsidiaries is a counterparty or
obligor shall be assigned to New LightSquared and, upon such assignment, no Reorganized Inc.
Entity shall retain any obligations or liabilities thereunder.

F.     Modifications, Amendments, Supplements, Restatements, or Other Agreements

       Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that
is assumed, or assumed and assigned, shall include all modifications, amendments, supplements,
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restatements, or other agreements that in any manner affect such Executory Contract or
Unexpired Lease and all Executory Contracts and Unexpired Leases related thereto, if any,
including all easements, licenses, permits, rights, privileges, immunities, options, rights of first
refusal, and any other interests, unless any of the foregoing agreements has been previously
rejected or is rejected under the Plan.

        Modifications, amendments, supplements, and restatements to Executory Contracts and
Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not
be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the
validity, priority, or amount of any Claims that may arise in connection therewith.

G.     Postpetition Contracts and Leases

        Each Reorganized Debtor shall perform its obligations under each contract and lease
entered into by the respective Debtor or applicable Reorganized Debtor after the Petition Date to
the extent not rejected prior to the Effective Date, including any Executory Contract and
Unexpired Lease assumed by such Debtor or Reorganized Debtor, in each case, in accordance
with, and subject to, the then applicable terms; provided that each Reorganized Inc. Entity shall
assign such obligations to New LightSquared on the Effective Date. Accordingly, such contracts
and leases to the extent not rejected prior to the Effective Date (including any assumed
Executory Contracts or Unexpired Leases) shall survive, and remain unaffected by, entry of the
Confirmation Order.

H.     Reservation of Rights

        Neither the exclusion nor inclusion of any contract or lease by the New Investors on any
exhibit to the Plan Supplement, nor anything contained in the Plan, shall constitute an admission
by any of the New Investors that any such contract or lease is or is not, in fact, an Executory
Contract or Unexpired Lease or that the Debtors, or their respective Affiliates, have any liability
thereunder.

        The Debtors and New LightSquared, with the consent of each New Investor, reserve the
right to alter, amend, modify, or supplement the Schedule of Assumed Agreements until and
including the Effective Date or as otherwise provided by Bankruptcy Court
order; provided, however, that if there is a dispute regarding whether a contract or lease is or was
executory or unexpired at the time of assumption, assumption and assignment, or with respect to
asserted Cure Costs, then the New Investors and the Reorganized Debtors shall have thirty (30)
days following the entry of a Final Order resolving such dispute to amend the decision to
assume, or assume and assign, such Executory Contract or Unexpired Lease.

I.     Nonoccurrence of Effective Date

        In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any consensual request to extend the deadline for assuming, assuming
and assigning, or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy
Code.


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                                   ARTICLE VI.
                       PROVISIONS GOVERNING DISTRIBUTIONS

A.     Distribution Record Date

        As of the close of business on the Distribution Record Date, the various transfer registers
for each of the Classes of Claims or Equity Interests as maintained by the Debtors, the DIP Inc.
Lenders, the DIP LP Lenders, and the New DIP Lenders, the Prepetition Lenders, or their
respective agents, shall be deemed closed, and there shall be no further changes in the record
Holders of any of the Claims or Equity Interests. Except as otherwise provided in the Plan
(including with respect to the Acquired Inc. Facility Claims and the Acquired DIP Inc. Claims),
the Debtors and the Reorganized Debtors, as applicable, shall have no obligation to recognize
any transfer of the Claims or Equity Interests occurring on or after the Distribution Record Date.
Except as otherwise provided in the Plan (including with respect to the Acquired Inc. Facility
Claims and the Acquired DIP Inc. Claims), the Debtors and the Reorganized Debtors, as
applicable, shall be entitled to recognize and deal for all purposes hereunder only with those
record Holders stated on the transfer ledgers as of the close of business on the Distribution
Record Date, to the extent applicable.

B.     Timing and Calculation of Amounts To Be Distributed

         Unless otherwise provided in the Plan, including with respect to distributions
contemplated hereunder to Holders of DIP Inc. Claims and DIP LP Claims on the New DIP
Closing Date and/or the Inc. Facilities Claims Purchase Closing Date, as applicable, on the
Effective Date or as soon thereafter as reasonably practicable (or if a Claim or an Equity Interest
is not Allowed on the Effective Date, on the date that such a Claim or an Equity Interest is
Allowed, or as soon thereafter as reasonably practicable), each Holder of an Allowed Claim or
an Allowed Equity Interest shall receive the full amount of the Plan Distribution that such Holder
is entitled to pursuant to the Plan; provided, however, that Allowed Administrative Claims with
respect to liabilities incurred by the Debtors in the ordinary course of business during the
Chapter 11 Cases, or assumed by the Debtors on or prior to the Effective Date, shall be paid or
performed in the ordinary course of business in accordance with the terms and conditions of any
controlling agreements, course of dealing, course of business, or industry practice.

        Upon the Consummation of the Plan, the New LightSquared Entities Shares shall be
deemed to be issued to (and the Reinstated Intercompany Interests shall be deemed to be
Reinstated for the benefit of), as of the Effective Date, the eligible Holders of Allowed Claims or
Allowed Equity Interests, and the other eligible Entities hereunder, as applicable, without the
need for further action by any Debtor, Disbursing Agent, Reorganized Debtor, or any other
Entity, including, without limitation, the issuance or delivery of any certificate evidencing any
such debts, securities, shares, units, or interests, as applicable. Except as otherwise provided
herein, the eligible Holders of Allowed Claims and Allowed Equity Interests, and the other
eligible Entities hereunder entitled to receive Plan Distributions pursuant to the terms of the Plan
shall not be entitled to interest, dividends, or accruals on such Plan Distributions, regardless of
whether such Plan Distributions are delivered on or at any time after the Effective Date.


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       The Disbursing Agent is authorized to make periodic Plan Distributions on account of
Allowed Claims and Allowed Equity Interests and, if such periodic Plan Distributions are made,
the Disbursing Agent shall reserve any applicable Plan Consideration from Plan Distributions to
applicable Holders equal to the Plan Distributions to which Holders of Disputed Claims or
Disputed Equity Interests would be entitled if such Disputed Claims or Disputed Equity Interests
become Allowed.

C.     Disbursing Agent

        All Plan Distributions shall be made by New LightSquared as Disbursing Agent, or such
other Entity designated by the New Investors (upon agreement of all of the New Investors) or
New LightSquared, as applicable, as Disbursing Agent, including Reorganized LightSquared Inc.
to the extent set forth in Section IV.B.2(d). A Disbursing Agent shall not be required to give any
bond or surety or other security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court. Additionally, in the event that a Disbursing Agent is so otherwise ordered, all
costs and expenses of procuring any such bond or surety shall be as agreed by and between all of
the New Investors or the Reorganized Debtors, as applicable, and such Disbursing Agent.

        Except as otherwise provided herein, Plan Distributions of Plan Consideration under the
Plan shall be made by the Debtors or the Reorganized Debtors, as applicable, to the Disbursing
Agent for the benefit of the Holders of Allowed Claims or Allowed Equity Interests, and the
other eligible Entities hereunder, as applicable. All Plan Distributions by the Disbursing Agent
shall be at the discretion of the Debtors or the Reorganized Debtors, as applicable, and the
Disbursing Agent shall not have any liability to any Entity for Plan Distributions made by them
under the Plan.

D.     Rights and Powers of Disbursing Agent

       1.      Powers of Disbursing Agent

        The Disbursing Agent shall be empowered to: (a) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (b)
make all Plan Distributions contemplated hereby; (c) employ professionals to represent it with
respect to its responsibilities; and (d) exercise such other powers as may be vested in the
Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions hereof without any
further notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity.

       2.      Expenses Incurred On or After Effective Date

       Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees
and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes),
and any reasonable compensation and expense reimbursement claims (including reasonable
attorneys’ fees and expenses) made by the Disbursing Agent, shall be paid in Cash by New
LightSquared.


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E.     Plan Distributions on Account of Claims and Equity Interests Allowed After Effective
       Date

       1.      Payments and Plan Distributions on Disputed Claims and Disputed Equity
               Interests

        Plan Distributions made after the Effective Date to Holders of Claims or Equity Interests
that are not Allowed as of the Effective Date, but which later become Allowed Claims or
Allowed Equity Interests, shall be deemed to have been made on the Effective Date.

       2.      Special Rules for Plan Distributions to Holders of Disputed Claims and Disputed
               Equity Interests

        Notwithstanding any provision otherwise in the Plan and except as otherwise agreed to
by the relevant parties and all of the New Investors, (a) no partial payments and no partial Plan
Distributions shall be made with respect to a Disputed Claim or Disputed Equity Interest until all
such disputes in connection with such Disputed Claim or Disputed Equity Interest, respectively,
have been resolved by settlement or Final Order, and (b) any Entity that holds both (i) an
Allowed Claim or an Allowed Equity Interest and (ii) a Disputed Claim or a Disputed Equity
Interest shall not receive any Plan Distribution on the Allowed Claim or Allowed Equity Interest
unless and until all objections to the Disputed Claim or Disputed Equity Interest, respectively,
have been resolved by settlement or Final Order; provided, however, that, for all purposes, the
foregoing shall not apply to the Prepetition LP Facility SPSO Claims or the Prepetition LP
Facility SPSO Guaranty Claims, which Claims shall not be treated as Disputed Claims and shall,
on the Effective Date, receive their distributions in accordance with, and subject to, the terms and
conditions of Sections III.B.8 and 10 hereof.

F.     Delivery of Plan Distributions and Undeliverable or Unclaimed Plan Distributions

       1.      Delivery of Plan Distributions in General

        Except as otherwise provided herein, the Disbursing Agent shall make Plan Distributions
to Holders of Allowed Claims and Allowed Equity Interests at the address for each such Holder
as indicated on the Debtors’ or the Reorganized Debtors’ records as of the date of any such Plan
Distribution; provided, however, that the manner of such Plan Distributions shall be determined
at the discretion of the New Investors (upon agreement of all of the New Investors) or New
LightSquared; provided, further, that the address for each Holder of an Allowed Claim shall be
deemed to be the address set forth in any Proof of Claim Filed by that Holder. Any payment in
Cash to be made pursuant to the Plan shall be made at the election of the Disbursing Agent by
check or by wire transfer.

       Each Plan Distribution referred to in Article VI hereof shall be governed by the terms and
conditions set forth herein applicable to such Plan Distribution and by the terms and conditions
of the instruments evidencing or relating to such Plan Distribution, if any, which terms and
conditions shall bind each Entity receiving such Plan Distribution.



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       2.      Delivery of Plan Distributions to Holders of Allowed DIP Inc. Claims

        The Plan Distributions provided for Allowed DIP Inc. Claims (other than the Acquired
DIP Inc. Claims) pursuant to Section II.C hereof shall be made to the DIP Inc. Agent or MAST,
as directed by MAST, by the Debtors or the New Inc. DIP Lenders, on behalf of the Debtors, or
the New Investors pursuant to the New Investor Commitment Documents, as applicable, on the
Inc. Facilities Claims Purchase Closing Date.

       3.      Delivery of Plan Distributions to Holders of Allowed DIP LP Claims

        The Plan Distributions provided for Allowed DIP LP Claims pursuant to Section II.D
hereof shall be made to the DIP LP Lenders by the Debtors or the New LP DIP Lenders, on
behalf of the Debtors, on the New LP DIP Closing Date.

       4.      Delivery of Plan Distributions to Holders of Allowed New DIP Claims

        The Plan Distributions provided for Allowed New DIP Claims pursuant to Sections II.E
and F hereof shall be made to the New Inc. DIP Agent and New LP DIP Agent, as applicable. To
the extent possible, the Reorganized Debtors and the Disbursing Agent shall provide that the
applicable Plan Consideration is eligible to be distributed to the New DIP Lenders at the
direction of the New Inc. DIP Agent and New LP DIP Agent, as applicable.

       5.      Delivery of Plan Distributions to Holders of Allowed Prepetition LP Facility
               Claims or Allowed Prepetition Inc. Facility Claims

        Other than as provided by the JPM Inc. Facilities Claims Purchase Agreement, the Plan
Distributions provided for Allowed Prepetition Inc. Facility Claims and Allowed Prepetition LP
Facility Claims in Sections III.B.5, III.B.6, III.B.7, III.B.8, III.B.9, and III.B.10 hereof shall be
made to applicable Holders of Allowed Prepetition Inc. Facility Claims and Allowed Prepetition
LP Facility Claims by the Debtors or the Disbursing Agent, as applicable.

       6.      Minimum Plan Distributions

        Notwithstanding anything herein to the contrary, the Disbursing Agent shall not be
required to make Plan Distributions or payments of Cash of less than the amount of $100 and
shall not be required to make partial Plan Distributions or payments of fractions of dollars.
Whenever any payment or Plan Distributions of a fraction of a dollar under the Plan would
otherwise be called for, the actual payment or Plan Distribution shall reflect a rounding of such
fraction to the nearest whole dollar, with half dollars or less being rounded down. The
Disbursing Agent shall not be required to make partial or fractional Plan Distributions of New
LightSquared Entities Shares and such fractions shall be deemed to be zero.

       7.      Undeliverable Plan Distributions and Unclaimed Property

       In the event that any Plan Distribution to any Holder is returned as undeliverable, no Plan
Distribution to such Holder shall be made unless and until the Disbursing Agent has determined
the then current address of such Holder, at which time such Plan Distribution shall be made to
such Holder without interest; provided, however, that such Plan Distribution shall be deemed
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unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one (1)
year from the Effective Date. After such date, all unclaimed property or interests in property
shall revert to New LightSquared (notwithstanding any applicable federal or state escheat,
abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such
property or Equity Interest in such property shall be discharged and forever barred.

G.     Compliance with Tax Requirements/Allocations

        In connection with the Plan, to the extent applicable, the Reorganized Debtors and the
Disbursing Agent shall comply with all tax withholding and reporting requirements imposed on
them by any Governmental Unit, and all Plan Distributions pursuant hereto shall be subject to
such withholding and reporting requirements. Notwithstanding any provision in the Plan to the
contrary, the Reorganized Debtors and the Disbursing Agent shall be authorized to take all
actions necessary or appropriate to comply with such withholding and reporting requirements,
including liquidating a portion of the Plan Distribution to be made under the Plan to generate
sufficient funds to pay applicable withholding taxes, withholding Plan Distributions pending
receipt of information necessary to facilitate such Plan Distributions, or establishing any other
mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the
right to allocate all Plan Distributions made under the Plan in compliance with all applicable
wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances.

        Plan Distributions in respect of Allowed Claims shall be allocated first to the principal
amount of such Claims (as determined for federal income tax purposes) and then, to the extent
that the consideration exceeds the principal amount of the Allowed Claims, to any portion of
such Allowed Claims for accrued but unpaid interest.

H.     Setoffs

        Each Debtor, or such Entity’s designee as instructed by such Debtor, may, pursuant to
section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any
Allowed Claim (other than an Allowed Prepetition LP Facility Non-SPSO Claim, an Allowed
Prepetition Inc. Facility Claim, an Allowed DIP LP Claim, or an Allowed DIP Inc. Claim) or any
Allowed Equity Interest (other than an Allowed Existing Inc. Preferred Stock or Allowed
Existing LP Preferred Units), and the Plan Distributions on account of such Allowed Claim or
Allowed Equity Interest, any and all claims, rights, and Causes of Action that a Debtor or its
successors may hold against the Holder of such Allowed Claim or Allowed Equity Interest after
the Effective Date; provided, however, that neither the failure to effect a setoff or recoupment
nor the allowance of any Claim or Equity Interest (other than an Allowed Prepetition LP Facility
Non-SPSO Claim, an Allowed Prepetition Inc. Facility Claim, an Allowed DIP LP Claim, an
Allowed DIP Inc. Claim, Allowed Existing Inc. Preferred Stock, or Allowed Existing LP
Preferred Units) hereunder shall constitute a waiver or release by a Debtor or its successor of any
and all claims, rights, and Causes of Action that a Debtor or its successor may possess against
such Holder.




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I.     Recoupment

        In no event shall any Holder of Claims against, or Equity Interests in, the Debtors be
entitled to recoup any such Claim or Equity Interest against any claim, right, or Cause of Action
of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has
performed such recoupment and provided notice thereof in writing to the Debtors on or before
the Confirmation Date, notwithstanding any indication in any Proof of Claim or proof of Equity
Interest or otherwise that such Holder asserts, has, or intends to preserve any right of
recoupment.

J.     Claims Paid or Payable by Third Parties

       1.      Claims Paid by Third Parties

        The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and
such Claim shall be disallowed without a Claims objection having to be Filed and without any
further notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity, to the extent that the Holder of such Claim receives payment in full on account
of such Claim from a party that is not a Debtor or Reorganized Debtor or the Disbursing
Agent; provided, that the foregoing shall not apply with respect to Claims purchased pursuant to
the JPM Inc. Facilities Claims Purchase Agreement or the Fortress/Centerbridge DIP Inc. Claims
Purchase Agreement, to the extent applicable, which Claims so purchased shall be deemed
satisfied upon Consummation of the Plan. Subject to the last sentence of this paragraph, to the
extent a Holder of a Claim receives a Plan Distribution on account of such Claim and receives
payment from an Entity that is not a Debtor or a Reorganized Debtor or the Disbursing Agent on
account of such Claim, such Holder shall, within two (2) weeks of receipt thereof, repay or
return the Plan Distribution to the applicable Reorganized Debtor or the Disbursing Agent, to the
extent that the Holder’s total recovery on account of such Claim from the third party and under
the Plan exceeds the amount of such Claim as of the date of any such Plan Distribution under the
Plan. The failure of such Holder to timely repay or return such Plan Distribution shall result in
the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment
Rate on such amount owed for each calendar day after the two (2)-week grace period specified
above until the amount is repaid.

       2.      Claims Payable by Third Parties

        No Plan Distributions under the Plan shall be made on account of an Allowed Claim that
is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed
Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or
more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by
a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim
may be expunged without a Claims objection having to be Filed and without further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.




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       3.      Preservation of Insurance Rights

       Pursuant to section 524(e) of the Bankruptcy Code, nothing in the Plan shall release or
discharge any insurer from any obligations to any Person under applicable law or any policy of
insurance under which any of the Debtors is an insured or a beneficiary, nor shall anything
contained herein constitute or be deemed a waiver by any of the Debtors’ insurers of any
defenses, including coverage defenses, held by such insurers.

                                ARTICLE VII.
            PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED,
             AND DISPUTED CLAIMS AND DISPUTED EQUITY INTERESTS

A.     Allowance of Claims and Equity Interests

        After the Effective Date, the Reorganized Debtors shall have and retain any and all rights
and defenses that the Debtors had with respect to any Claim or Equity Interest immediately prior
to the Effective Date, including the Causes of Action referenced in Section IV.P hereof. Except
as expressly provided herein, no Claim or Equity Interest shall become Allowed unless and until
such Claim or Equity Interest is deemed Allowed under Section I.A.8 hereof or the Bankruptcy
Code.

        In accordance with Sections III.B.8 and 10 hereof, the Prepetition LP Facility SPSO
Claims and the Prepetition LP Facility SPSO Guaranty Claims in such Classes shall remain
subject to all claims that may be brought by any party in interest against, and all and any
defenses to the allowance of, such Claims, as previously sought and currently subject to the
Appeal, except for equitable subordination of the Prepetition LP Facility SPSO Claims and
Prepetition LP Facility SPSO Guaranty Claims; provided, however, that in the case of any
Prepetition LP Fee Claims requested by SPSO, all parties in interest shall have the right to assert
all claims and defenses to the allowance thereof. In no event shall the Prepetition LP Facility
SPSO Claims or the Prepetition LP Facility SPSO Guaranty Claims be deemed to be Disputed
Claims or subject to those procedures applicable to Disputed Claims as set forth in this Article
VII.

B.     Claims and Equity Interests Administration Responsibilities

        Except as otherwise provided in the Plan, after the Effective Date, New LightSquared
shall have the sole and exclusive authority to (1) File, withdraw, or litigate to judgment,
objections to Claims or Equity Interests, (2) settle or compromise any Disputed Claim or
Disputed Equity Interest without any further notice to, or action, order, or approval of, the
Bankruptcy Court, the Canadian Court, or any other Entity, and (3) administer and adjust the
Claims Register to reflect any such settlements or compromises without any further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

       New LightSquared shall maintain the Disputed Claims and Equity Interests Reserve on
account of the Disputed Claims. The Disputed Claims and Equity Interests Reserve may be
adjusted from time to time, and funds previously held in such reserve on account of Disputed
Claims or Disputed Equity Interests that have subsequently become disallowed Claims or
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disallowed Equity Interests shall be released from such reserve and used to fund the other
reserves and Plan Distributions, or for general corporate purposes and working capital needs.

C.     Estimation of Claims or Equity Interests

       Before the Effective Date, the Plan Proponents, and after the Effective Date, New
LightSquared, may at any time request that the Bankruptcy Court estimate (1) any Disputed
Claim or Disputed Equity Interest pursuant to applicable law and (2) any contingent or
unliquidated Claim or Equity Interest pursuant to applicable law, including, without limitation,
section 502(c) of the Bankruptcy Code, for any reason, regardless of whether any Entity
previously has objected to such Claim or Equity Interest or whether the Bankruptcy Court has
ruled on any such objection.

        The Bankruptcy Court shall retain jurisdiction to estimate any Claim or Equity Interest,
any group of Claims or Equity Interests, or any Class of Claims or Equity Interests, at any time
during litigation concerning any objection, including, without limitation, during the pendency of
any appeal relating to any such objection. In the event that the Bankruptcy Court estimates any
Disputed Claim or Disputed Equity Interest, that estimated amount shall constitute either (1) the
Allowed amount of such Disputed Claim or Disputed Equity Interest, (2) a maximum limitation
on such Disputed Claim or Disputed Equity Interest, or (3) in the event such Disputed Claim or
Disputed Equity Interest is estimated in connection with the estimation of other Claims or Equity
Interests within the same Class, a maximum limitation on the aggregate amount of Allowed
Claims or Equity Interests on account of such Disputed Claims or Disputed Equity Interests so
estimated, in each case, for all purposes under the Plan (including for purposes of Plan
Distributions); provided, however, that the Plan Proponents or New LightSquared, as applicable,
may elect to pursue supplemental proceedings to object to any ultimate allowance of any
Disputed Claim or Disputed Equity Interest and any ultimate Plan Distributions on such Claim or
Equity Interest. Notwithstanding any provision in the Plan to the contrary, a Claim or Equity
Interest that has been disallowed or expunged from the Claims Register or stock transfer ledger
or similar register of the applicable Debtor, as applicable, but that is subject to appeal or has not
been the subject of a Final Order, shall be deemed to be estimated at zero dollars unless
otherwise ordered by the Bankruptcy Court. Notwithstanding section 502(j) of the Bankruptcy
Code, in no event shall any Holder of a Claim or Equity Interest that has been estimated pursuant
to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such
estimation unless such Holder has Filed a motion requesting the right to seek such
reconsideration on or before twenty-one (21) days after the date on which such Claim or Equity
Interest is estimated.

        All of the aforementioned Claims or Equity Interests and objection, estimation, and
resolution procedures are cumulative and not exclusive of one another. Claims or Equity
Interests may be estimated and subsequently compromised, settled, withdrawn, or resolved by
any mechanism approved by the Bankruptcy Court.

D.     Expungement or Adjustment to Claims or Equity Interests Without Objection

        Any Claim or Equity Interest that has been paid, satisfied, superseded, or compromised in
full by a particular Debtor may be expunged on the Claims Register or stock transfer ledger or
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similar register of such Debtor, as applicable, by the Reorganized Debtors, and any Claim or
Equity Interest that has been amended may be adjusted on the Claims Register by the
Reorganized Debtors, in both cases without a Claims or Equity Interests objection having to be
Filed and without any further notice to, or action, order, or approval of, the Bankruptcy Court,
the Canadian Court, or any other Entity. Additionally, any Claim or Equity Interest that is
duplicative or redundant with another Claim or Equity Interest against the same Debtor may be
adjusted or expunged on the Claims Register or stock transfer ledger or similar register of the
applicable Debtor, as applicable, by the Reorganized Debtors without a Claims or Equity
Interests objection having to be Filed and without any further notice to, or action, order, or
approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

E.     No Interest

        Unless otherwise (1) specifically provided for in the Plan or the Confirmation Order, (2)
agreed to by the New Investors (upon agreement of all of the New Investors) or the Reorganized
Debtors, as applicable, (3) provided for in a postpetition agreement in writing between all of the
New Investors or the Reorganized Debtors, as applicable, and a Holder of a Claim, or (4)
allowed under applicable bankruptcy and non-bankruptcy law, postpetition interest shall not
accrue or be paid on Claims, and no Holder of a Claim shall be entitled to interest accruing on or
after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing,
and except as otherwise set forth in the Plan, interest shall not accrue or be paid on any Disputed
Claim with respect to the period from the Effective Date to the date a final Plan Distribution is
made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed
Claim.

F.     Deadline To File Objections to Claims or Equity Interests

       Any objections to Claims or Equity Interests shall be Filed no later than the Claims and
Equity Interests Objection Bar Date, as may be extended from time to time upon the consent of
the Debtors and each of the New Investors.

G.     Disallowance of Claims or Equity Interests

       Any Claims or Equity Interests held by Entities from which property is recoverable under
sections 542, 543, 550, or 553 of the Bankruptcy Code, or that are transferees of transfers
avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy
Code or otherwise, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy
Code, and Holders of such Claims or Equity Interests may not receive any Plan Distributions on
account of such Claims or Equity Interests until such time as such Causes of Action against that
Entity have been settled or a Final Order with respect thereto has been entered and all sums or
property due, if any, to the Debtors from that Entity have been turned over or paid.

     EXCEPT AS PROVIDED HEREIN OR OTHERWISE AGREED, ANY AND ALL
PROOFS OF CLAIM FILED AFTER THE APPLICABLE CLAIMS BAR DATE SHALL BE
DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT
ANY FURTHER NOTICE TO, OR ACTION, ORDER, OR APPROVAL OF, THE
BANKRUPTCY COURT, THE CANADIAN COURT, OR ANY OTHER ENTITY, AND
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HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY PLAN DISTRIBUTIONS ON
ACCOUNT OF SUCH CLAIMS, UNLESS ON OR BEFORE THE CONFIRMATION
HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL
ORDER.

H.     Amendments to Claims

       On or after the later of the Effective Date or the applicable deadline set by the
Bankruptcy Court, a Claim may not be Filed or amended without the prior authorization of the
Bankruptcy Court or New LightSquared, and any such new or amended Claim Filed shall be
deemed disallowed in full and expunged without any further notice to, or action, order, or
approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

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

A.     Discharge of Claims and Termination of Equity Interests

         Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, the Plan Distributions, rights, and treatment that are provided in the Plan
shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of
Claims (including any Intercompany Claims resolved or compromised after the Effective Date
by the Reorganized Debtors in accordance with Section III.B.17 and Section III.B.18 hereof),
Equity Interests, and Causes of Action of any nature whatsoever, including any interest accrued
on Claims or Equity Interests from and after the Petition Date, whether known or unknown,
against, liabilities of, Liens on, obligations of, rights against, and Equity Interests in, the Debtors
or any of their assets or properties, regardless of whether any property shall have been distributed
or retained pursuant to the Plan on account of such Claims or Equity Interests, including
demands, liabilities, and Causes of Action that arose before the Effective Date, any liability to
the extent such Claims or Equity Interests relate to services performed by current or former
employees of the Debtors prior to the Effective Date and that arise from a termination of
employment or a termination of any employee or retiree benefit program, regardless of whether
such termination occurred prior to or after the Effective Date, any contingent or non-contingent
liability on account of representations or warranties issued on or before the Effective Date, and
all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in
each case, whether or not (1) a Proof of Claim or proof of Equity Interest based upon such debt,
right, or Equity Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code,
(2) a Claim or Equity Interest based upon such debt, right, or Equity Interest is Allowed pursuant
to section 502 of the Bankruptcy Code, or (3) the Holder of such a Claim or Equity Interest has
accepted the Plan. Any default by the Debtors or their Affiliates with respect to any Claim or
Equity Interest that existed immediately prior to or on account of the filing of the Chapter 11
Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial
determination of the discharge of all Claims and Equity Interests subject to the occurrence of the
Effective Date.



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B.     Subordinated Claims

        The allowance, classification, and treatment of all Allowed Claims and Allowed Equity
Interests and the respective Plan Distributions and treatments under the Plan shall give effect to
the relative priority and rights of the Claims and Equity Interests in each Class in connection
with any contractual, legal, and equitable subordination rights relating thereto, whether arising
under general principles of equitable subordination, section 510 of the Bankruptcy Code, or
otherwise. Pursuant to section 510 of the Bankruptcy Code, the Plan Proponents, with the
consent of each of the New Investors, reserve the right to reclassify any Allowed Claim or
Equity Interest in accordance with any contractual, legal, or equitable subordination relating
thereto. For the avoidance of doubt, the Prepetition Inc. Facility Lender Subordination
Agreement shall be enforceable as a subordination agreement under section 510(a) of the
Bankruptcy Code.

C.     Compromise and Settlement of Claims and Controversies

        Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019,
and in consideration for the Plan Distributions and other benefits provided pursuant to the Plan,
the provisions of the Plan shall constitute a good faith compromise of all Claims, Equity
Interests, Causes of Action, and controversies resolved pursuant to the Plan and relating to any
contractual, legal, and subordination rights that a Holder of a Claim or Equity Interest may have
with respect to any Allowed Claim or Equity Interest, or any Plan Distributions to be made on
account of such an Allowed Claim or Equity Interest. The entry of the Confirmation Order shall
constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims,
Equity Interests, Causes of Action, and controversies, as well as a finding by the Bankruptcy
Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and
Holders of Claims or Equity Interests and is fair, equitable, and reasonable. Plan Distributions
made to Holders of Allowed Claims or Equity Interests are intended to be final. In accordance
with the provisions of the Plan, pursuant to sections 363 and 1123 of the Bankruptcy Code and
Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the
Bankruptcy Court, the Canadian Court, or any other Entity, after the Effective Date, New
LightSquared may compromise and settle Claims against, or Equity Interests in, the Debtors, and
Causes of Action against other Entities; provided that, any settlement with respect to Claims
against, or Equity Interests in, or any Causes of Action against any Reorganized Inc. Entity shall
require the prior approval of Reorganized LightSquared Inc. In addition, and for the avoidance of
doubt, entry of the Confirmation Order shall also operate to settle all claims and causes of action
alleged in the Standing Motion against the Prepetition Inc. Agent and the Prepetition Inc.
Lenders in respect of the Prepetition Inc. Facility Subordinated Claims, and the Standing Motion,
to the extent not previously withdrawn with prejudice, shall be deemed withdrawn with prejudice
upon the occurrence of the Inc. Facilities Claims Purchase Closing Date.

D.     Releases by Debtors

        Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan, for good and valuable consideration, including the service
of the Released Parties to facilitate the expeditious reorganization of the Debtors and the
implementation of the restructuring transactions contemplated by the Plan, on and after
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the Effective Date, the Released Parties are deemed released and discharged by the
Debtors, the Reorganized Debtors, and the Estates from any and all claims, interests,
obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever,
including any derivative claims asserted on behalf of the Debtors or the Estates, whether
known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity,
or otherwise, whether for tort, contract, violations of federal or state securities laws, or
otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Affiliates would
have been legally entitled to assert in their own right (whether individually or collectively)
or on behalf of the Holder of any Claim or Equity Interest or other Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11
Cases, the CCAA Proceeding, the prepetition or postpetition purchase, sale, or rescission of
the purchase or sale of any debt or Security of the Debtors, the Prepetition Facilities, the
DIP Facilities, the Working Capital Facility, the Second Lien Exit Facility, the Exit
Intercreditor Agreement, the New LightSquared Entities Shares, the Reorganized
LightSquared Inc. Exit Facility, as applicable, the subject matter of, or the transactions or
events giving rise to, any Claim or Equity Interest that is treated in the Plan, the business
or contractual arrangements between any Debtor and any Released Party, the
restructuring of Claims or Equity Interests prior to or in the Chapter 11 Cases and/or the
CCAA Proceeding, the negotiation, formulation, or preparation of the Plan and the
Disclosure Statement, or related agreements (including the Plan Support Agreement),
instruments, or other documents, any of the Debtors’ regulatory efforts (including, without
limitation, change of control applications) upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date, other
than claims or liabilities arising out of or relating to any act or omission of a Released
Party that constitutes willful misconduct (including fraud) or gross negligence.
Notwithstanding anything contained herein to the contrary, the foregoing release does not
release any obligations of any party under the Plan or any document, instrument, or
agreement (including those set forth in the Working Capital Facility Credit Agreement,
Second Lien Exit Credit Agreement, Reorganized LightSquared Inc. Credit Agreement,
Exit Intercreditor Agreement, Reorganized Debtors Governance Documents, and the Plan
Supplement) executed to implement the Plan.

E.     Exculpation

        Except as otherwise specifically provided in the Plan, no Exculpated Party shall
have or incur, and each Exculpated Party is hereby released and exculpated from, any
claim, obligation, Cause of Action, or liability for any act taken or omitted to be taken in
connection with, or related to, formulating, negotiating, preparing, disseminating,
implementing, administering, confirming, or effecting the Confirmation or Consummation
of the Plan, the Disclosure Statement, the Plan Documents, or any contract, instrument,
release, or other agreement, or document created or entered into in connection with the
Plan (including the Plan Support Agreement), any act taken or omitted to be taken in
connection with, or related to, any of the Debtors’ regulatory efforts (including, without
limitation change of control applications), the negotiation of Cure Costs, the amendment,
assumption, assumption and assignment, or rejection of Executory Contracts or Unexpired
Leases, or any other prepetition or postpetition act taken or omitted to be taken in

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connection with, or in contemplation of, the restructuring of the Debtors, the approval of
the Disclosure Statement, or Confirmation or Consummation of the Plan, except for (1)
willful misconduct (including fraud) or gross negligence and/or (2) the rights of any Entity
to enforce the Plan and the contracts, instruments, releases, indentures, and other
agreements or documents delivered under, or in connection with, the Plan, or assumed
pursuant to the Plan, or assumed pursuant to a Final Order, but in all respects such
Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon
Confirmation of the Plan shall be deemed to have, participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code with regard to the
distributions of the Securities pursuant to the Plan and, therefore, are not, and on account
of such distributions shall not be, liable at any time for the violation of any applicable law,
rule, or regulation governing the solicitation of acceptances or rejections of the Plan or
such distributions made pursuant to the Plan.

F.     Third-Party Releases by Holders of Claims or Equity Interests

       Except as otherwise specifically provided in the Plan, on and after the Effective
Date, to the fullest extent permissible under applicable law, (1) each Released Party, (2)
each present and former Holder of a Claim or Equity Interest, and (3) each of the
foregoing Entities’ respective predecessors, successors and assigns, and current and former
shareholders, affiliates, subsidiaries, members (including ex-officio members), officers,
directors, principals, managers, trustees, employees, partners, attorneys, financial advisors,
accountants, investment bankers, investment advisors, actuaries, professionals, consultants,
agents, and representatives (in each case, in his, her, or its capacity as such) (each of the
foregoing parties in (1), (2), and (3), a “Releasing Party”) shall be deemed to have
conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged
the Released Parties from any and all claims, interests, obligations, rights, suits, damages,
Claims, Equity Interests, Causes of Action, remedies, and liabilities whatsoever, including
any derivative claims asserted on behalf of a Debtor, whether known or unknown, foreseen
or unforeseen, existing or hereafter arising, in law, equity or otherwise, whether for tort,
contract, violations of federal or state securities laws, or otherwise, that each Releasing
Party would have been legally entitled to assert (whether individually or collectively), based
on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Debtors’ restructuring, the Chapter 11 Cases, the CCAA Proceeding, the prepetition or
postpetition purchase, sale, or rescission of the purchase or sale of any debt or Security of
the Debtors, the Prepetition Facilities, the DIP Facilities, the Working Capital Facility, the
Second Lien Exit Facility, the Exit Intercreditor Agreement, the New LightSquared
Entities Shares, the Reorganized LightSquared Inc. Exit Facility, as applicable, the subject
matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is
treated in the Plan, the business or contractual arrangements between any Debtor and any
Released Party, the restructuring of Claims or Equity Interests prior to or in the Chapter
11 Cases and/or the CCAA Proceeding, the negotiation, formulation, or preparation of the
Plan and the Disclosure Statement, or related agreements, instruments, or other
documents, any act taken or omitted to be taken in connection with, or related to, any of
the Debtors’ regulatory efforts (including, without limitation change of control

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applications), the negotiation of Cure Costs, the amendment, assumption, assumption and
assignment, or rejection of Executory Contracts or Unexpired Leases, upon any other act
or omission, transaction, agreement, event, or other occurrence taking place on or before
the Effective Date, other than claims or liabilities arising out of or relating to any act or
omission of a Released Party that constitutes willful misconduct (including fraud) or gross
negligence; provided, however, that each present and former Holder of a Claim or Equity
Interest voting to reject the Plan may reject the third-party release provided in this Section
VIII.F by checking the box on the applicable Ballot indicating that such Holder opts not to
grant such third-party release.

       Notwithstanding anything contained herein to the contrary, the third-party release
herein does not release any obligations of any party under the Plan or any document,
instrument, or agreement (including those set forth in the Working Capital Facility Credit
Agreement, Second Lien Exit Credit Agreement, Reorganized LightSquared Inc. Credit
Agreement, Exit Intercreditor Agreement, Reorganized Debtors Governance Documents,
and the Plan Supplement) executed to implement the Plan.

G.     Injunctions

        Except as otherwise expressly provided in the Plan, or for obligations issued
pursuant to the Plan, all Entities who have held, hold, or may hold Claims or Equity
Interests that have been released pursuant to Section VIII.D hereof or Section VIII.F
hereof, discharged pursuant to Section VIII.A hereof, or are subject to exculpation
pursuant to Section VIII.E hereof are permanently enjoined, from and after the Effective
Date, from taking any of the following actions against the Debtors or the Reorganized
Debtors: (1) commencing or continuing in any manner any action or other proceeding of
any kind on account of, in connection with, or with respect to any such Claims or Equity
Interests; (2) enforcing, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or order against such Entities on account of, in connection with,
or with respect to any such Claims or Equity Interests; (3) creating, perfecting, or
enforcing any encumbrance of any kind against such Entities or the property or estates of
such Entities on account of, in connection with, or with respect to any such Claims or
Equity Interests; (4) asserting any right of setoff, subrogation, or recoupment of any kind
against any obligation due from such Entities or against the property or Estates of such
Entities on account of, in connection with, or with respect to any such Claims or Equity
Interests unless such Holder has Filed a motion requesting the right to perform such setoff
on or before the Confirmation Date, and notwithstanding an indication in a Proof of Claim
or proof of Equity Interest or otherwise that such Holder asserts, has, or intends to
preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise;
and (5) commencing or continuing in any manner any action or other proceeding of any
kind on account of, in connection with, or with respect to any such Claims or Equity
Interests released or settled pursuant to the Plan. Nothing in the Plan or Confirmation
Order shall preclude any Entity from pursuing an action against one or more of the
Debtors in a nominal capacity to recover insurance proceeds so long as the Debtors or
Reorganized Debtors, as applicable, and any such Entity agree in writing that such Entity
shall (1) waive all Claims against the Debtors, the Reorganized Debtors, and the Estates

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related to such action and (2) enforce any judgment on account of such Claim solely against
applicable insurance proceeds, if any.

H.     Release of Liens

        Except as otherwise provided in the Plan, or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, (1) on the Effective Date and concurrently
with the applicable distributions made pursuant to the Plan and (2) in the case of a Secured
Claim, upon satisfaction in full of the portion of the Secured Claim that is Allowed as of the
Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against
any property of the Estates shall be fully released, settled, discharged, and compromised and all
rights, titles, and interests of any Holder of such mortgages, deeds of trust, Liens, pledge, or
other security interests against any property of the Estates shall revert to the Reorganized
Debtors and their successors and assigns. The Reorganized Debtors shall be authorized to file
any necessary or desirable documents to evidence such release in the name of such Holder of a
Secured Claim.

                           ARTICLE IX.
  CONDITIONS PRECEDENT TO CONFIRMATION DATE AND EFFECTIVE DATE
                            OF PLAN

A.     Conditions Precedent to Confirmation Date

        It shall be a condition to the Confirmation Date of the Plan that the following conditions
shall have been satisfied (prior to, or in conjunction with, entry of the Confirmation Order) or
waived pursuant to the provisions of Section IX.C hereof:

       1.      Except as otherwise agreed by each of the New Investors, the FCC shall not have:
               (a) denied any Material Regulatory Request in writing on material substantive
               grounds; (b) denied any Material Regulatory Request in writing on any other
               grounds without affording the applicant or petitioner an opportunity to submit a
               substantively similar request without prejudice; or (c) otherwise taken action so as
               to preclude a reasonable prospect of satisfying any FCC Objective.

       2.      The Bankruptcy Court shall have entered the Confirmation Order.

       3.      The Bankruptcy Court shall have entered the Disclosure Statement Order and the
               Canadian Court shall have entered the Disclosure Statement Recognition Order.

       4.      The Plan Support Agreement shall be in full force and effect.

       5.      The New DIP Orders shall have been entered contemporaneously with the
               Confirmation Order.

       6.      The Standing Motion Stipulation Order shall have been entered by the
               Bankruptcy Court.


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       7.      The JPM Inc. Facilities Claims Purchase Agreement shall have been executed and
               be in full force and effect.

       8.      The New Investor Commitment Documents shall have been executed and be in
               full force and effect.

       9.      The Prepetition Inc. Fee Claims and DIP Inc. Fee Claims shall have been paid in
               full in Cash

       10.     The Debtors shall have received (a) binding commitments with respect to the
               Effective Date Investments, (b) a highly confident letter with respect to the
               Working Capital Facility, in each case, on terms and conditions satisfactory to
               each of the New Investors and the Debtors, and (c) binding commitments with
               respect to the Cash portion of the Second Lien Exit Facility.

       11.     The New Investor Break-Up Fee and the commitment fee under the Second Lien
               Exit Facility Commitment Letter shall each have been approved by the
               Bankruptcy Court.

B.     Conditions Precedent to Effective Date

       It shall be a condition to the Effective Date of the Plan that the following conditions shall
have been satisfied or waived (upon agreement of each of the New Investors and the Debtors)
pursuant to the provisions of Section IX.C hereof:

       1.      The Confirmation Order shall have become a Final Order.

       2.      The transactions contemplated by the JPM Inc. Facilities Claims Purchase
               Agreement shall have been consummated.

       3.      The New DIP Orders (a) shall have been entered and (b) shall have become Final
               Orders.

       4.      The New DIP Recognition Order shall have become a Final Order.

       5.      The New DIP Facilities shall have been funded, and there shall not be any default
               under the New DIP Credit Agreements or the New DIP Orders with respect to
               which the New DIP Agents or New DIP Lenders are exercising any rights and
               remedies against the collateral under such New DIP Facilities.

       6.      The Plan Documents, to the extent applicable to the transactions to be
               consummated pursuant to the Confirmation Order, shall have been executed and
               delivered, and any conditions (other than the occurrence of the Effective Date or
               certification that the Effective Date has occurred) contained therein shall have
               been satisfied or waived in accordance therewith, including, but not limited to:

               (a)     the Working Capital Facility Credit Agreement and any related
                       documents, in forms and substance satisfactory to New LightSquared,
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                   each of the New Investors, and the Debtors, shall have been executed and
                   delivered by all of the Entities that are parties thereto, all conditions
                   precedent to the consummation thereof shall have been waived or satisfied
                   in accordance with the terms thereof, and the incurrence of obligations
                   pursuant to the Working Capital Facility Credit Agreement shall have
                   occurred;

           (b)     the Second Lien Exit Credit Agreement and any related documents, in
                   forms and substance satisfactory to each of the New Investors and the
                   Debtors, shall have been executed and delivered by all of the Entities that
                   are parties thereto, all conditions precedent to the consummation thereof
                   shall have been waived or satisfied in accordance with the terms thereof,
                   the incurrence of obligations pursuant to the Second Lien Exit Credit
                   Agreement, and the funding of all New Money Lender Commitments (as
                   such term is defined in the Second Lien Exit Credit Agreement) shall have
                   occurred;

           (c)     the Reorganized LightSquared Inc. Exit Facility and any related
                   documents, in forms and substance satisfactory to each of the New
                   Investors and the Debtors, shall have been executed and delivered by all of
                   the Entities that are parties thereto, and the incurrence of obligations
                   pursuant to the Reorganized LightSquared Inc. Exit Facility shall have
                   occurred;

           (d)     the New LightSquared Interest Holders Agreement, in form and substance
                   satisfactory to each of the New Investors and the Debtors, shall have been
                   executed and delivered by all of the Entities that are parties thereto, and all
                   conditions precedent to the consummation thereof shall have been waived
                   or satisfied in accordance with the terms thereof; and

           (e)     the Debtors shall have sufficient Cash on hand to fund the Professional
                   Fee Reserve and the Disputed Claims and Equity Interests Reserve.

     7.    The Canadian Court shall have entered the Confirmation Recognition Order and
           such order shall have become a Final Order.

     8.    All necessary actions, documents, certificates, and agreements necessary to
           implement the Plan 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.

     9.    Except as otherwise agreed by each of the New Investors, the FCC shall not have:
           (a) denied any Material Regulatory Request in writing on material substantive
           grounds; (b) denied any Material Regulatory Request in writing on any other
           grounds without affording the applicant or petitioner an opportunity to submit a
           substantively similar request without prejudice; or (c) otherwise taken action so as
           to preclude a reasonable prospect of satisfying any FCC Objective.
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       10.     The FCC, Industry Canada, and other applicable governmental authorities shall
               have granted any necessary consents and approvals required for the Debtors to
               emerge from chapter 11 pursuant to the Plan (including, without limitation and to
               the extent applicable, consents to the assignment of the Debtors’ licenses and/or
               the transfer of control of the Debtors, as well as customary approvals and
               authorizations related thereto) and any statutory waiting periods shall have
               expired (including under the Hart-Scott-Rodino Antitrust Improvements Act of
               1976 and the Competition Act (Canada)).

       11.     The Plan Support Agreement shall be in full force and effect.

       12.     The Debtors shall have paid in full in Cash all New Investor Fee Claims.

       13.     The Harbinger Litigations shall have been assigned to New LightSquared.

       14.     The identity of the Chairman of the New LightSquared Board shall be reasonably
               acceptable to each of the New Investors.

C.     Waiver of Conditions

         The conditions to the Confirmation Date and/or the Effective Date of the Plan set forth in
this Article IX may be waived by the agreement of each of the New Investors and the Debtors,
without notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity; provided, that if the Inc. Facilities Claims Purchase Closing Date and payment
in full in Cash of the DIP Inc. Claims has not yet occurred, the conditions to Confirmation set
forth in Section IX.A may not be waived without the consent of MAST, other than Sections
IX.A.1, IX.A.10, and IX.A.11.

                                ARTICLE X.
             MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN

A.     Modification and Amendments

        Except as otherwise specifically provided in the Plan, the Plan Proponents (in accordance
with the Plan Support Agreement, as applicable, and the terms of this Article X), reserve the
right with the written consent of each Plan Proponent to modify the Plan as to material terms and
seek Confirmation consistent with the Bankruptcy Code; provided, however, that the Plan may
not be modified or amended with respect to (1) a MAST Term or (2) Articles I, II, II.A, II.C, III,
IV.A, IV.B.1, VI (solely as to such terms that pertain to MAST or the Prepetition Inc. Agent),
VIII, IX.A, IX.C, X, XI (solely as to such terms that pertain to MAST or the Prepetition Inc.
Agent), and XII hereof, without the prior written consent of MAST and the Prepetition Inc.
Agent, which consent, in the case of clause (2), immediately above and when unrelated to a
MAST Term, shall not be unreasonably withheld or delayed. Subject to certain restrictions and
requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, and
those restrictions on modifications set forth in the Plan and in the Plan Support Agreement, the
Plan Proponents other than the Debtors (in accordance with the Plan Support Agreement or the
terms of this Section X.A), expressly reserve the right to alter, amend, or modify materially the

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Plan with respect to any Debtor, one or more times, after Confirmation, and, to the extent
necessary, may initiate proceedings in the Bankruptcy Court or Canadian Court to so alter,
amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in
the Plan, the Disclosure Statement, the Confirmation Order, or the Confirmation Recognition
Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Any
such modification or supplement shall be considered a modification of the Plan and shall be
made in accordance with this Section X.A.

B.     Effect of Confirmation on Modifications

        Entry of a Confirmation Order or Confirmation Recognition Order shall mean that all
modifications or amendments to the Plan since the solicitation thereof are approved pursuant to
section 1127(a) of the Bankruptcy Code and do not require additional disclosure or re-
solicitation under Bankruptcy Rule 3019.

C.     Revocation or Withdrawal of Plan

         The Plan Proponents, with the consent of each Plan Proponent, MAST, and the
Prepetition Inc. Agent, in accordance with the Plan Support Agreement (or, in the case of the
Debtors, the terms of this Section X.C), reserve the right to revoke or withdraw the Plan prior to
the Confirmation Date and to file subsequent chapter 11 plans. The Debtors reserve their right to
withdraw support for the Plan at any time if it is determined that pursuing the Plan would be
inconsistent with the exercise of their fiduciary duties; provided, however, that such withdrawal
is without prejudice to the right of the other Plan Proponents to continue to seek confirmation
and consummation of the Plan. If the Plan Proponents collectively revoke or withdraw the Plan,
or if the Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void
in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or
limiting to an amount certain of any Claims or Equity Interests or Class of Claims or Equity
Interests), assumption, assumption and assignment, or rejection of Executory Contracts or
Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the
Plan, shall be deemed null and void in all respects (provided, however, that the foregoing shall
not apply to (x) the Standing Motion Stipulation and the withdrawal of the Standing Motion as to
the Prepetition Inc. Facility Non-Subordinated Claims or (y) the JPM Inc. Facilities Claims
Purchase Agreement or the New Investor Commitment Documents to the extent that the Inc.
Facilities Claims Purchase Closing Date has occurred); and (3) nothing contained in the Plan or
the Disclosure Statement shall (a) constitute a waiver or release of any Claims or Equity Interests
in any respect, (b) prejudice in any manner the rights of the Debtors or any other Entity in any
respect, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the
Debtors or any other Entity in any respect.

D.     Validity of Certain Plan Transactions If Effective Date Does Not Occur

        If, for any reason, the Plan is Confirmed, but the Effective Date does not occur, any and
all post-Confirmation Date and pre-Effective Date Plan Transactions that were authorized by the
Bankruptcy Court, whether as part of the New DIP Facilities, the purchases pursuant to the JPM
Inc. Facilities Claims Purchase Agreement, the New Investor Commitment Documents, the Plan,

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or otherwise, and any distributions made from proceeds of the New DIP Facilities, shall be
deemed valid, in full force and effect, and not subject to revocation or reversal.

                                    ARTICLE XI.
                             RETENTION OF JURISDICTION

       Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective
Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all
matters arising out of, or relating to, the Chapter 11 Cases and the Plan pursuant to sections
105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

       1.     Allow, disallow, determine, liquidate, classify, estimate, or establish the priority,
              Secured or unsecured status, or amount of any Claim or Equity Interest, including
              the resolution of any request for payment of any Administrative Claim, of any
              request for the payment or Plan Distribution on account of Claims entitled to
              priority pursuant to section 507 of the Bankruptcy Code, and of any and all
              objections to the Secured or unsecured status, priority, amount, or allowance of
              Claims or Equity Interests;

       2.     Decide and resolve all matters relating to the granting and denying, in whole or in
              part, of any applications for allowance of compensation or reimbursement of
              expenses to Professionals authorized pursuant to the Bankruptcy Code or the
              Plan;

       3.     Resolve any matters relating to the following: (a) the assumption, assumption and
              assignment, or rejection of any Executory Contract or Unexpired Lease to which a
              Debtor is party or with respect to which a Debtor may be liable and to hear,
              determine, and, if necessary, liquidate, any Claims arising therefrom, including
              Cure Costs pursuant to section 365 of the Bankruptcy Code; (b) any potential
              contractual obligation under any Executory Contract or Unexpired Lease that is
              assumed, or assumed and assigned; (c) the Reorganized Debtors amending,
              modifying, or supplementing, after the Effective Date, pursuant to Article V
              hereof, any Executory Contracts or Unexpired Leases to the list of Executory
              Contracts and Unexpired Leases to be assumed, or assumed and assigned; and (d)
              any dispute regarding whether a contract or lease is or was executory or
              unexpired;

       4.     Ensure that Plan Distributions to Holders of Allowed Claims and Allowed Equity
              Interests are accomplished pursuant to the provisions of the Plan;

       5.     Adjudicate, decide, or resolve any motions, adversary proceedings, contested or
              litigated matters, and any other matters, and grant or deny any applications
              involving a Debtor that may be pending on the Effective Date;

       6.     Adjudicate, decide, or resolve any and all matters related to Causes of Action;



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     7.    Adjudicate, decide, or resolve all matters related to the Standing Motion
           Stipulation and Standing Motion Stipulation Order;

     8.    Adjudicate, decide, or resolve any and all matters related to section 1141 of the
           Bankruptcy Code;

     9.    Enter and implement such orders as may be necessary or appropriate to execute,
           implement, or consummate the provisions of the Plan and all contracts,
           instruments, releases, indentures, and other agreements or documents created in
           connection with the Plan or the Disclosure Statement;

     10.   To hear and determine any matters relating to, arising out of, or in connection
           with the implementation of the Working Capital Facility, the Second Lien Exit
           Facility, the Reorganized LightSquared Inc. Exit Facility, the Exit Intercreditor
           Agreement, the Reorganized Debtors Governance Documents, the Second Lien
           Exit Facility Commitment Letter, or any ancillary or related agreements thereto;

     11.   Resolve any cases, controversies, suits, disputes, or Causes of Action that may
           arise in connection with the Consummation, interpretation, or enforcement of the
           Plan or any Entity’s obligations incurred in connection with the Plan;

     12.   Issue injunctions, enter and implement other orders, or take such other actions as
           may be necessary or appropriate to restrain interference by any Entity with the
           Consummation or enforcement of the Plan, including the releases set forth
           therein;

     13.   Resolve any cases, controversies, suits, disputes, or Causes of Action with respect
           to the releases, injunctions, and other provisions contained in Article VIII hereof
           and enter such orders as may be necessary or appropriate to implement such
           releases, injunctions, and other provisions;

     14.   Hear and determine all disputes involving the existence, nature, or scope of the
           Debtors’ discharge, including any dispute relating to any liability arising out of
           the termination of employment or the termination of any employee or retiree
           benefit program, regardless of whether such termination occurred prior to or after
           the Effective Date;

     15.   Resolve any cases, controversies, suits, disputes, or Causes of Action with respect
           to the repayment or return of Plan Distributions and the recovery of additional
           amounts owed by the Holder of a Claim or Equity Interest for amounts not timely
           repaid pursuant to Section VI.J hereof;

     16.   Enter and implement such orders as are necessary or appropriate if the
           Confirmation Order is for any reason modified, stayed, reversed, revoked, or
           vacated;



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       17.     Determine any other matters that may arise in connection with or relate to the
               Plan, the Disclosure Statement, the Confirmation Order, or any contract,
               instrument, release, indenture, or other agreement or document created in
               connection with the Plan or the Disclosure Statement;

       18.     Enter an order or final decree concluding or closing the Chapter 11 Cases;

       19.     Adjudicate any and all disputes arising from or relating to Plan Distributions
               under the Plan or any transactions contemplated therein;

       20.     Adjudicate any and all disputes arising from or relating to the JPM Inc. Facilities
               Claims Purchase Agreement.

       21.     Adjudicate any and all disputes arising from, or relating to, the New Investor
               Commitment Documents.

       22.     Consider any modifications of the Plan, to cure any defect or omission, or to
               reconcile any inconsistency in any Bankruptcy Court order, including the
               Confirmation Order;

       23.     Hear and determine matters concerning state, local, and federal taxes in
               accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

       24.     Enforce all orders previously entered by the Bankruptcy Court; and

       25.     Hear any other matter not inconsistent with the Bankruptcy Code.

                                     ARTICLE XII.
                              MISCELLANEOUS PROVISIONS

A.     Immediate Binding Effect

        Subject to Section IX.B hereof, and notwithstanding Bankruptcy Rules 3020(e), 6004(h),
or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, the Plan
Supplement, the Confirmation Order, and the Confirmation Recognition Order shall be
immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized
Debtors, and any and all Holders of Claims or Equity Interests (irrespective of whether such
Claims or Equity Interests are deemed to have accepted the Plan), all Entities that are parties, or
are subject, to the settlements, compromises, releases, discharges, and injunctions described in
the Plan, each Entity acquiring or receiving property under the Plan, and any and all non-Debtor
parties to Executory Contracts or Unexpired Leases with the Debtors. All Claims and debts shall
be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether
any Holder of a Claim or debt has voted on the Plan. For the avoidance of doubt, upon entry of
the Confirmation Order the JPM Inc. Facilities Claims Purchase Agreement, and the New
Investor Commitment Documents shall remain binding, subject to the terms thereof, regardless
of whether the Effective Date occurs.


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B.     Additional Documents

        On or before the Effective Date, the Plan Proponents may file with the Bankruptcy Court
such agreements and other documents as may be necessary or appropriate to effectuate and
further evidence the terms and conditions of the Plan. The Debtors, the New Investors or the
Reorganized Debtors, as applicable, and all Holders of Claims or Equity Interests receiving Plan
Distributions pursuant to the Plan and all other parties in interest shall, from time to time,
prepare, execute, and deliver any agreements or documents and take any other actions as may be
necessary or appropriate to effectuate the provisions and intent of the Plan.

C.     Reservation of Rights

       Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the
Bankruptcy Court shall have entered the Confirmation Order. None of the Filing of the Plan, any
statement or provision contained in the Plan, or the taking of any action by any Debtor, any Plan
Proponent, or any Plan Support Party with respect to the Plan or the Disclosure Statement, shall
be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to
the Holders of Claims or Equity Interests prior to the Effective Date.

D.     Successors and Assigns

       Except as expressly set forth in the Plan, the rights, benefits, and obligations of any Entity
named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir,
executor, administrator, successor or assign, affiliate, officer, director, agent, representative,
attorney, beneficiary, or guardian, if any, of each Entity.

E.     Service of Documents

       After the Effective Date, any pleading, notice, or other document required by the Plan to
be served on or delivered to:

       the Debtors or the Reorganized Debtors, shall be served on:

       LightSquared Inc.                              Milbank, Tweed, Hadley & McCloy LLP
       Attn: General Counsel                          Matthew S. Barr
       10802 Parkridge Boulevard                      Steven Z. Szanzer
       Reston, VA 20191                               Karen Gartenberg
                                                      One Chase Manhattan Plaza
                                                      New York, NY 10005

       the Special Committee, shall be served on:

       Kirkland & Ellis LLP
       Paul M. Basta
       Joshua A. Sussberg
       601 Lexington Avenue
       New York, NY 10022
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     Fortress, shall be served on:

     Fortress Credit Opportunities Advisors        Stroock & Stroock & Lavan LLP
     LLC                                           Frank A. Merola
     1345 Avenue of the Americas                   Jayme T. Goldstein
     New York, NY 10105                            180 Maiden Lane
     Kristopher M. Hansen                          New York, NY 10038

     JPM Investment Parties, shall be served on:

     JPMorgan Chase & Co.                          Simpson Thacher & Bartlett LLP
     Patrick Daniello                              Sandeep Qusba
     383 Madison Ave.                              Elisha D. Graff
     New York, NY 10179                            425 Lexington Avenue
                                                   New York, NY 10017

     Harbinger, shall be served on:

     Kasowitz, Benson, Torres & Friedman
     LLP
     David M. Friedman
     Adam L. Shiff
     1633 Broadway
     New York, NY 10019

     Centerbridge, shall be served on:

     Centerbridge Partners, L.P.                   Fried, Frank, Harris, Shriver & Jacobson LLP
     Vivek Melwani                                 Brad Eric Scheler
     Jared Hendricks                               Peter B. Siroka
     375 Park Avenue, 12th Floor                   Aaron S. Rothman
     New York, NY 10152                            One New York Plaza
                                                   New York, NY 10004

     MAST, the Prepetition Inc. Agent and/or the DIP Inc. Agent shall be served on:

     MAST Capital Management, LLC                  Akin Gump Strauss Hauer & Feld LLP
     Peter Reed                                    Philip C. Dublin
     Adam Kleinman                                 Meredith A. Lahaie
     The John Hancock Tower                        One Bryant Park
     200 Clarendon Street, Floor 51                New York, NY 10036
     Boston, MA 02116




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        After the Effective Date, the Reorganized Debtors are authorized to limit the list of
Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed
a renewed request to receive documents pursuant to Bankruptcy Rule 2002.

F.     Term of Injunctions or Stays

        Unless otherwise provided in the Plan, the Confirmation Order, or the Confirmation
Recognition Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections
105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court or the Canadian Court,
and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan,
the Confirmation Order, or the Confirmation Recognition Order), shall remain in full force and
effect until the Effective Date. All injunctions or stays contained in the Plan, the Confirmation
Order, or the Confirmation Recognition Order shall remain in full force and effect in accordance
with their terms.

G.     Plan Supplement

        All exhibits and documents included in the Plan Supplement are incorporated into, and
are a part of, the Plan as if set forth in full in the Plan, and any reference to the Plan shall mean
the Plan and the Plan Supplement. Upon its Filing, the Plan Supplement may be inspected in the
office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the
Bankruptcy Court’s website at www.nysb.uscourts.gov, and at the website of the Claims and
Solicitation Agent at http://www.kccllc.net/lightsquared. The documents contained in the Plan
Supplement are an integral part of the Plan and shall be deemed approved by the Bankruptcy
Court pursuant to the Confirmation Order.

H.     Entire Agreement

       Except as otherwise indicated, the Plan and the Plan Supplement (which, for the
avoidance of doubt, shall not include the New DIP Order) supersede all previous and
contemporaneous negotiations, promises, covenants, agreements, understandings, and
representations on such subjects, all of which have become merged and integrated into the Plan.

I.     Non-severability of Plan Provisions

        If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy
Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter
and interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void,
or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall be deemed to provide that each term and
provision of the Plan, as it may have been altered or interpreted in accordance with the
foregoing, is (1) valid and enforceable pursuant to its terms, (2) integral to the Plan and may not
be deleted or modified without the consent of the Debtors, the New Investors and, to the extent
                                                 96


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otherwise set forth herein or in the Plan Support Agreement, MAST, and (3) non-severable and
mutually dependent.

J.     Votes Solicited in Good Faith

        Upon entry of the Confirmation Order, the Plan Proponents shall be deemed to have
solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and
pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective
Affiliates, subsidiaries, members, principals, shareholders, officers, directors, employees,
representatives, agents, financial advisors, attorneys, accountants, investment bankers,
consultants, and other professionals shall be deemed to have participated in good faith and in
compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities
offered and sold under the Plan, and, therefore, shall have no liability for the violation of any
applicable law, rule, or regulation governing the solicitation of votes on the Plan or the offer,
issuance, sale, or purchase of the Securities offered and sold under the Plan.

K.     Waiver or Estoppel

        Each Holder of a Claim or an Equity Interest shall be deemed to have waived any
right to assert any argument, including the right to argue that its Claim or Equity Interest
should be Allowed in a certain amount, in a certain priority, Secured, or not subordinated
by virtue of an agreement made with the Debtors or their counsel or any other Entity, if
such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed
with the Bankruptcy Court prior to the Confirmation Date.

L.     Conflicts

        Except as set forth in the Plan, to the extent that any provision of the Disclosure
Statement, the Plan Supplement, or any other order (other than the Confirmation Order)
referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to
any of the foregoing), conflicts with or is in any way inconsistent with any provision of the Plan,
unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of
the Plan shall govern and control.




                                                97


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New York, New York
Dated: March 26, 2015

                                                    LIGHTSQUARED INC.,
                                                    LIGHTSQUARED LP, AND THE OTHER
                                                    DEBTORS IN THE CHAPTER 11 CASES


                                                    /s/ Douglas Smith
                                                    Douglas Smith
                                                    Chief Executive Officer, President, and
                                                    Chairman of the Board of LightSquared Inc.




            [Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]


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New York, New York
Dated: March 26, 2015

                                               CENTERBRIDGE PARTNERS, L.P., ON
                                               BEHALF OF CERTAIN OF ITS AFFILIATED
                                               FUNDS


                                               By:       /s/ Jared S. Hendricks
                                               Name:     Jared S. Hendricks
                                               Title:    Authorized Signatory




            [Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]


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New York, New York
Dated: March 26, 2015

                                               FORTRESS CREDIT OPPORTUNITIES
                                               ADVISORS LLC, ON BEHALF OF CERTAIN
                                               FUNDS AND/OR ACCOUNTS MANAGED BY
                                               IT AND ITS AFFILIATES


                                               By:       /s/ Constantine M. Dakolias
                                               Name:     Constantine M. Dakolias
                                               Title:    President




            [Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]


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New York, New York
Dated: March 26, 2015

                                               HARBINGER CAPITAL PARTNERS LLC


                                               By:       /s/ Philip A. Falcone
                                               Name:     Philip A. Falcone
                                               Title:    Chief Executive Officer


                                               HGW HOLDING COMPANY, L.P.


                                               By:       /s/ Philip A. Falcone
                                               Name:     Philip A. Falcone
                                               Title:    Chief Executive Officer


                                               BLUE LINE DZM CORP.


                                               By:       /s/ Keith M. Hladek
                                               Name:     Keith M. Hladek
                                               Title:    Authorized Signatory


                                               HCP SP INC.


                                               By:       /s/ Philip A. Falcone
                                               Name:     Philip A. Falcone
                                               Title:    President




            [Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]


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                                   Exhibit B

                                  Election Form


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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

                                                                 )
In re:                                                           ) Chapter 11
                                                                 )
LIGHTSQUARED INC., et al.,                                       ) Case No. 12-12080 (SCC)
                                                                 )
                                            Debtors. 1           ) Jointly Administered
                                                                 )

         ELECTION FORM FOR EXISTING LP PREFERRED UNITS (CLASS 11)

       You are receiving this election form (the “Election Form”) because you are a holder of
Existing LP Preferred Units as described in the Modified Second Amended Joint Plan Pursuant to
Chapter 11 of Bankruptcy Code, dated March 26, 2015 [Docket No. 2265] (as amended,
supplemented, or modified from time in accordance with the terms thereof, the “Plan”).

        Please read and follow the enclosed instructions carefully before completing the Election
Form. If you have any questions about the contents of the Election Form or the related
instructions, please contact counsel to LightSquared, Milbank, Tweed, Hadley & McCloy LLP,
One Chase Manhattan Plaza, New York, NY 10005-1413, Attn: Matthew S. Barr, Esq., Steven
Z. Szanzer, Esq., and Karen Gartenberg, Esq. at (212) 530-5000. Capitalized terms used in this
Election Form or the related instructions but not otherwise defined herein have the meanings
given to them in the Plan.

                                          PLAN DISTRIBUTION

        Pursuant to the Plan, each holder of Existing LP Preferred Units has the option to receive,
on account of its Existing LP Preferred Units, Plan Consideration in the form of either (1) New
LightSquared Series A-2 Preferred Interests having a liquidation preference equal to such
holder’s pro rata share of the Existing LP Preferred Units Distribution Amount or (2) New
LightSquared Series C Preferred Interests having a liquidation preference equal to such holder’s
pro rata share of the Existing LP Preferred Units Distribution Amount. Any holder of Existing
LP Preferred Units that wishes to receive New LightSquared Series A-2 Preferred Interests rather
than New LightSquared Series C Preferred Interests must timely make the election to do so (the
“Election”). If you do not timely make the Election, you will receive New LightSquared
Series C Preferred Interests having a liquidation preference equal to your pro rata share of
the Existing LP Preferred Units Distribution Amount.
1
         The debtors in these Chapter 11 Cases (collectively, “LightSquared” or the “Debtors”), along with the last
four digits of each Debtor’s federal or foreign tax or registration identification number, are: LightSquared Inc.
(8845), LightSquared Investors Holdings Inc. (0984), One Dot Four Corp. (8806), One Dot Six Corp. (8763),
SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC (N/A), SkyTerra Investors LLC (N/A), TMI
Communications Delaware, Limited Partnership (4456), LightSquared GP Inc. (6190), LightSquared LP (3801),
ATC Technologies, LLC (3432), LightSquared Corp. (1361), LightSquared Finance Co. (6962), LightSquared
Network LLC (1750), LightSquared Inc. of Virginia (9725), LightSquared Subsidiary LLC (9821), Lightsquared
Bermuda Ltd. (7247), SkyTerra Holdings (Canada) Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six
TVCC Corp. (0040). The location of the Debtors’ corporate headquarters is 10802 Parkridge Boulevard, Reston,
VA 20191.


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The terms of the New LightSquared Series A-2 Preferred Interests and New LightSquared Series
C Preferred Interests are set forth in the New LightSquared Interest Holders Agreement on file
with the Bankruptcy Court.

                               TIMING OF THE ELECTION

        The timing for the Election is separate from voting on the Plan. As we have previously
informed you, the deadline to vote on the Plan was February 9, 2015, at 4 p.m. (prevailing
Pacific time). The option to make the Election remains open after the voting deadline. To make
the Election, this Election Form must be completed, signed, and timely received by LightSquared
and each of the New Investors by April 10, 2015, at 5 p.m. (prevailing Eastern time) (the
“Election Deadline”). If your Election Form is not received by LightSquared and each of the
New Investors by the Election Deadline, you shall be deemed to have elected to receive New
LightSquared Series C Preferred Interests.

                        INFORMATION AND INSTRUCTIONS
                      FOR COMPLETING THE ELECTION FORM

        In Item 1 of the Election Form, please indicate (a) the number of Existing LP Preferred
Units that you own or hold and (b) by checking one of the boxes provided therein, either your
acceptance or rejection of the Election. If you choose to accept the Election, you agree to
receive New LightSquared Series A-2 Preferred Interests. If you decline the Election, submit
your Election Form without any box in Item 1 checked, or fail to timely submit your Election
Form, you shall be deemed to have elected to receive New LightSquared Series C Preferred
Interests.

       Complete the Election Form by providing all of the information requested. Please deliver
your Election Form by first class mail, hand delivery, overnight courier to:

the Debtors:

LightSquared Inc.                                  Milbank, Tweed, Hadley & McCloy LLP
Attn: General Counsel                              Matthew S. Barr
10802 Parkridge Boulevard                          Steven Z. Szanzer
Reston, VA 20191                                   Karen Gartenberg
                                                   One Chase Manhattan Plaza
                                                   New York, NY 10005

With a copy to counsel for each of the New Investors at:

Stroock & Stroock & Lavan LLP                      Simpson Thacher & Bartlett LLP
Kristopher Hansen                                  Sandeep Qusba
Jayme T. Goldstein                                 Elisha D. Graff
180 Maiden Lane                                    425 Lexington Avenue
New York, NY 10038                                 New York, NY 10017



                                               2


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Kasowitz, Benson, Torres & Friedman LLP        Fried, Frank, Harris, Shriver & Jacobson LLP
David M. Friedman                              Brad Eric Scheler
Adam L. Shiff                                  Peter B. Siroka
1633 Broadway                                  Aaron S. Rothman
New York, NY 10019                             One New York Plaza
                                               New York, NY 10004

       The method of delivery of Election Forms to be sent to LightSquared and the New
Investors is at the election and risk of each holder of Existing LP Preferred Units, but, except as
otherwise provided herein, such delivery shall be deemed made only when the executed Election
Form is actually received by LightSquared and each of the New Investors.

    PLEASE COMPLETE, SIGN, AND DATE THE ELECTION FORM AND RETURN IT
PROMPTLY.

       The Election Form is not a letter of transmittal and may not be used for any purpose other
than making the Election. Accordingly, you should not surrender instruments or certificates
representing or evidencing your Equity Interests, and neither LightSquared nor the New
Investors shall accept delivery of such instruments or certificates surrendered together with an
Election Form.

       All Elections are final and may not be withdrawn or revoked without the consent of
LightSquared and each of the New Investors. If multiple Election Forms are received by
LightSquared and the New Investors from the same holder of Existing LP Preferred Units with
respect to the same Existing LP Preferred Units prior to the Election Deadline, the first dated
valid Election Form received by LightSquared shall supersede and override any subsequently
dated Election Form.

       Holders of Existing LP Preferred Units must make the Election for all of their Existing
LP Preferred Units. Accordingly, an Election Form that makes the Election for only a portion of
such holder’s Existing LP Preferred Units shall not be deemed a valid Election.

       Unless otherwise ordered by the Bankruptcy Court, all questions as to the validity, form,
and eligibility (including time of receipt) of Elections shall be determined by LightSquared and
the New Investors, which determination shall be final and binding.

       A person signing an Election Form in its capacity as a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or
representative capacity must indicate such capacity when signing and, if required or requested by
the applicable holder of Existing LP Preferred Units or its agent, LightSquared, any of the New
Investors, or the Bankruptcy Court, must submit proper evidence to the requesting party
demonstrating its authority to so act on behalf of such holder of Existing LP Preferred Units.

        Any defects or irregularities in connection with deliveries of Election Forms must be
cured prior to the Election Deadline or such Elections shall not be deemed
made; provided, however, that LightSquared and the New Investors, subject to contrary order of
the Bankruptcy Court, may waive any defects or irregularities as to any particular Election at any
time, either before or after the Election Deadline.
                                                3


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       Neither LightSquared, any of the New Investors, nor any other entity shall (a) be under
any duty to provide notification of defects or irregularities with respect to delivered Election
Forms or (b) incur any liability for failure to provide such notification.

       Subject to any contrary order of the Bankruptcy Court, LightSquared and the New
Investors reserve the right to reject any and all Elections not in proper form.

        The following shall render Elections invalid: (a) any Election Form that is illegible or
contains insufficient information to permit the identification of the holder of the Existing LP
Preferred Units; (b) any Election Form that contains the Election by a party that does not hold
Existing LP Preferred Units that is entitled to make the Election under the Plan; (c) any unsigned
Election Form; or (d) any Election Form not marked to accept or reject the Election or any
Election Form marked both to accept and reject the Election.




                                                4


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                                       ELECTION FORM

          PLEASE READ THE ATTACHED ELECTION INFORMATION
       AND INSTRUCTIONS BEFORE COMPLETING THE ELECTION FORM


 PLEASE PROVIDE ALL OF THE REQUESTED INFORMATION AND COMPLETE ALL
 OF THE APPLICABLE ITEMS BELOW. IF THE ELECTION FORM IS NOT SIGNED ON
     THE APPROPRIATE LINES, THIS ELECTION FORM WILL NOT BE VALID.


Item 1. Election. The undersigned, the record holder of Existing LP Preferred Units in
connection with the following number of units __________________, makes the following
choice with respect to the Election (check one box):

              Accepts the Election.                        Declines the Election.

NOTE: Check the box to ACCEPT if you choose to receive New LightSquared Series A-2
Preferred Interests. If you check the box to DECLINE, submit your Election Form without any
box in Item 1 checked, or fail to timely submit your Election Form, you shall be deemed to have
elected to receive New LightSquared Series C Preferred Interests.

Item 2. Certification and Acknowledgment. By signing this Election Form, the undersigned
certifies to the Bankruptcy Court, LightSquared, and the New Investors under the penalty of
perjury that either (a) such person or entity is the holder, as of the Distribution Record Date, of
the Existing LP Preferred Units for which the Election is being made or (b) such person or entity
is an authorized signatory for a person or entity which is the holder, as of the Distribution Record
Date, of the Existing LP Preferred Units for which the Election is being made. The undersigned
acknowledges that if the Election is made, the holder of Existing LP Preferred Units will receive
New LightSquared Series A-2 Preferred Interests on account of its Existing LP Preferred Units
and will not receive New LightSquared Series C Preferred Interests.



                                                                   Name of Holder


                                                                      Signature


                                                      If by Authorized Agent, Name and Title


                                                                 Name of Institution


                                                                   Street Address


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                                                         City, State, Zip Code


                                                          Telephone Number


                                                            Email Address


                                                           Date Completed

       Please check here if the above address is a change of address that you would like
reflected in the Master Service List for the Chapter 11 Cases.

PLEASE MAKE SURE YOU HAVE PROVIDED ALL OF THE INFORMATION
REQUESTED BY THIS ELECTION FORM AND COMPLETED ALL OF THE
APPLICABLE ITEMS. YOU SHOULD READ AND FOLLOW THE ENCLOSED
INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS ELECTION FORM.
YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE ELECTION.
PLEASE COMPLETE, SIGN, AND DATE THIS ELECTION FORM AND RETURN IT
PROMPTLY, SO AS TO BE RECEIVED BY LIGHTSQUARED AND EACH OF THE
NEW INVESTORS NO LATER THAN 5:00 P.M. (PREVAILING EASTERN TIME) ON
April 10, 2015, OR YOUR ELECTION SHALL NOT BE DEEMED MADE.




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Document Created: 2015-04-06 17:50:38
Document Modified: 2015-04-06 17:50:38

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