In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

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Steven J. Reisman (pro hac vice admission pending) Donald C. Schultz (VSB No. 30531) Marc B. Roitman (pro hac vice admission pending) W. Ryan Snow (VSB No. 47423) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000 Facsimile: (212) 940-8776 Facsimile: (757) 623-5735

Geoffrey M. King (pro hac vice admission pending) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061

Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP) ) Debtors. ) (Jointly Administered) )

APPLICATION OF INTELSAT ENVISION HOLDINGS LLC FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020

Intelsat Envision Holdings LLC (“Intelsat Envision” or the “Debtor”), one of the above-

captioned debtors and debtors in possession (the “Debtors”), respectfully states as follows in

support of this application (this “Application”):2

1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/intelsat. The location of the Debtors’ service address is: 7900 Tysons One Place, McLean, VA 22102.

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of David Tolley, Executive Vice President, Chief

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Relief Requested

1. Intelsat Envision seeks entry of an order (the “Order”), substantially in the form

attached hereto as Exhibit A: approving the employment and retention of Katten Muchin

Rosenman LLP (“Katten”) as counsel to render independent services on behalf of and at the sole

direction of the special committee of the board of managers of Intelsat Envision (the “Special

Committee”), effective as of the Petition Date, in accordance with the terms and conditions of that

certain engagement letter dated as of May 7, 2020 (the “Engagement Letter”), annexed as

Exhibit 1 to the Order; and (b) granting related relief. In support of this Application, Intelsat

Envision relies upon and incorporates by reference the declaration of Steven J. Reisman, a partner

at Katten (the “Reisman Declaration”), attached hereto as Exhibit B, and the declaration of

Mohsin Meghji, an Intelsat Envision disinterested manager and member of the Special Committee

(the “Meghji Declaration”), attached hereto as Exhibit C.

Jurisdiction and Venue

2. The United States Bankruptcy Court for the Eastern District of Virginia

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Standing Order of Reference from the United States District Court for the Eastern District of

Virginia, dated August 15, 1984. The Debtor confirms its consent, pursuant to rule 7008 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by

the Court in connection with this Application to the extent that it is later determined that the Court,

absent consent of the parties, cannot enter final orders or judgments in connection herewith

consistent with Article III of the United States Constitution.

Financial Officer, and Co-Restructuring Officer of Intelsat S.A., in Support of Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 6] (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on May 13, 2020 (the “Petition Date”). Capitalized terms used but not otherwise defined in this Application shall have the meanings ascribed to them in the First Day Declaration or as later defined herein, as applicable.

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3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The bases for the relief requested herein are Bankruptcy Code sections 327(e),

328(a) and 1107(b), Bankruptcy Rules 2014(a) and 2016(a), and rules 2014-1 and 2016-1 of the

Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local

Rules”).

Background

5. The Debtors (together with their non-Debtor affiliates, the “Company”) operate one

of the world’s largest satellite services businesses, providing a critical layer in the global

communications infrastructure. As the foundational architects of satellite technology, the

Company operates the largest satellite fleet and connectivity infrastructure in the world.

6. Through its global and extra-terrestrial network of satellites and teleports, the

Company provides diversified communications services to the world’s leading media companies,

fixed and wireless telecommunications operators, data networking service providers for enterprise

and mobile applications in the air and on the seas, multinational corporations and internet service

providers in the most challenging and remote locations across the globe. The Company is also the

leading provider of commercial satellite communication services to the U.S. government and other

select military organizations and their contractors. The Company’s administrative headquarters

are in McLean, Virginia, and the Company has extensive operations spanning across the United

States, Europe, South America, Africa, the Middle East, and Asia.

7. On the Petition Date, the Debtors filed voluntary petitions for relief under chapter

11 of the Bankruptcy Code. The Debtors are operating their business and managing their

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On May 15, 2020, the Court entered an order granting procedural consolidation and joint

administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b).

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Katten’s Qualifications

8. Intelsat Envision seeks to retain Katten, on behalf of and at the sole direction of the

Special Committee, because of its experience in, among other areas, financial restructuring,

litigation, corporate governance, corporate finance, and independent investigations in the context

of chapter 11 cases. Since its engagement, Katten has become familiar with the Debtors and

various aspects of their financial affairs and reorganization. As such, Intelsat Envision believes

that Katten is well-qualified to represent the Special Committee in an efficient and timely manner.

9. Katten lawyers have significant experience representing and advising the spectrum

of constituents in chapter 11 proceedings, including, debtors, committees, secured and unsecured

creditors, independent or disinterested directors, special committees, shareholders, and others, as

well as providing advice with respect to fiduciary duties in connection with chapter 11

proceedings.

10. Katten has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others, In re CraftWorks Parent, LLC et al., No. 20-

10475 (BLS) (Bankr. D. Del. Apr. 11, 2020); In re Sizmek, Inc., No. 19-10971 (SMB) (Bankr.

S.D.N.Y. Apr. 23, 2019); In re J&M Stores, Inc., No. 18-11901 (LSS) (Bankr. D. Del. Aug. 27,

2018); and In re Vitamin World, Inc., No 17-11933 (KJC) (Bankr. D. Del. Oct. 18, 2017). In

addition, Katten has represented disinterested directors before this court, see In re Toys “R” Us,

Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. May 24, 2018), and in numerous other chapter 11

cases, including, among others, In re Sheridan Holding Co. I, LLC, No. 20-31884 (DRJ) (Bankr.

S.D. Tex. Apr. 26, 2020); In re Anna Holdings, Inc., No. 19-12551 (CSS) (Bankr. D. Del. Jan. 7,

2020); and In re PES Holdings, LLC, No. 18-10122 (KG) (Bankr. D. Del. May 14, 2018).

Moreover, the attorneys at Katten have broad experience acting as conflicts counsel to debtors in

large chapter 11 cases, including in In re Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr.

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S.D.N.Y. Apr. 22, 2019) and In re Barneys New York, Inc., No. 19-36300 (CGM) (Bankr.

S.D.N.Y. Sept. 19, 2019). While at a prior firm, certain of the attorneys at Katten working on this

engagement represented debtors as conflicts counsel in many additional cases, including, among

others, In re Fairway Grp. Holdings Corp., No. 16-11241 (MEW) (Bankr. S.D.N.Y. June 1, 2016);

In re Breitburn Energy Partners LP, No. 16-11390 (SMB) (Bankr. S.D.N.Y. June 15, 2016); In re

Genco Shipping & Trading Ltd., No. 14-11108 (SHL) (Bankr. S.D.N.Y. May 16, 2014); In re Am.

Roads LLC, No. 13-12412 (BRL) (Bankr. S.D.N.Y. Aug. 21, 2013); In re Residential Capital,

LLC, No. 12-12020 (MG) (Bankr. S.D.N.Y. July 16, 2012); In re Hawker Beechcraft, Inc., No.

12-11873 (SMB) (Bankr. S.D.N.Y. May 30, 2012); In re Gen. Mar. Corp., No. 11-15285 (MG)

(Bankr. S.D.N.Y. Dec. 12, 2011); In re Sbarro, Inc., No. 11-11527 (SCC) (Bankr. S.D.N.Y. May

3, 2011); In re FGIC Corp., No. 10-14215 (SMB) (Bankr. S.D.N.Y. Oct. 19, 2010); In re CIT

Grp., Inc., No. 09-16565 (ALG) (Bankr. S.D.N.Y. Nov. 24, 2009); In re Readers’ Digest Ass’n,

Inc., No. 09-23529 (RDD) (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., No. 09-14326

(ALG) (Bankr. S.D.N.Y. July 31, 2009); In re Star Tribune Holdings Corp., No. 09-10244 (RDD)

(Bankr. S.D.N.Y. Feb. 9, 2009); and In re Lehman Bros. Holdings Inc., No. 08-13555 (JMP)

(Bankr. S.D.N.Y. Nov. 21, 2008).

11. Katten’s knowledge and expertise in complex chapter 11 cases, as well as its

extensive practice and knowledge of the Bankruptcy Code and the Bankruptcy Rules, makes it

substantively ideal to efficiently serve the needs of the Special Committee.

Services to be Provided 12. Pursuant to the resolution of the board of managers of Intelsat Envision (the “Board

of Managers”) dated March 27, 2020 (the “Resolutions”), two disinterested managers (the

“Disinterested Managers”) were appointed to the Board of Managers and the Special Committee

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was established. The Disinterested Managers were appointed to the Special Committee effective

April 1, 2020, and constitute the sole members of the Special Committee.

13. The Special Committee has been delegated certain authority, which includes:

(a) the tasks of reviewing, negotiating, evaluating, and approving strategic transactions (each,

a “Transaction”); and (b) certain rights, authority, and powers in connection with matters

pertaining to a Transaction in which the Special Committee determines in whole or in part may

result in Conflict Matters, as defined in the Resolutions (the “Conflict Matters”). To assist the

Special Committee in fulfilling its duties under the Resolutions, Intelsat Envision retained Katten,

pursuant to the Engagement Letter, to render independent services on behalf of and at the sole

direction of the Special Committee and to act with respect to Conflict Matters.

14. Intelsat Envision requests authority to retain Katten to continue to provide such

independent legal services as are necessary and requested by the Special Committee and to act

with respect to Conflict Matters. Before the Petition Date, Katten provided various legal services

relating to the Conflict Matters, including, without limitation: (a) reviewing and analyzing

historical transactions; (b) analyzing potential claims held by Intelsat Envision; (c) advising on

board matters; and (d) reviewing and advising on actions of the Debtors affecting Intelsat Envision.

Katten’s work in connection with any and all Conflict Matters and in connection with reviewing

Transactions remains open and will continue during the pendency of these chapter 11 cases.

15. Pursuant to separate retention applications filed with this Court, the Debtors have

sought to retain Kirkland & Ellis LLP (“K&E”) and Kutak Rock LLP (“Kutak Rock”) as general

bankruptcy co-counsel to the Debtors. The services rendered and functions performed by Katten

are not duplicative of work performed by K&E, Kutak Rock, or any other law firm retained by the

Debtors and instead are limited to the matters described in the Resolutions and this Application.

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Professional Compensation

16. Subject to this Court’s approval and in accordance with sections 330 and 331 of the

Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules and other procedures that may

be fixed by the Court, Intelsat Envision, at the sole direction of the Special Committee, requests

that Katten be compensated on an hourly basis and that Katten receive reimbursement of actual

and necessary expenses incurred in connection with its representation of Intelsat Envision in these

chapter 11 cases. Further, Katten intends to apply for compensation for professional services

rendered in connection with these chapter 11 cases, subject to this Court’s approval and in

compliance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Local

Rules and any other applicable orders issued by this Court, on an hourly basis, plus reimbursement

of actual, necessary expenses and other charges incurred by Katten in connection with these

chapter 11 cases. In accordance with the terms of the Engagement Letter, Intelsat Envision has

agreed to compensate Katten for the work performed on behalf of and at the sole direction of the

Special Committee.

17. Katten informed Intelsat Envision that, subject to this Court’s approval, it will bill

at its standard hourly rates, which currently are as follows:3

Billing Category4 U.S. Range Partners $770 - $1,555 Of Counsel $895 - $1,475 Associates $460 - $970 Paraprofessionals $195 - $580

3 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.

4 Although Katten does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Katten will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Katten will be subject to conflict checks and disclosures in

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18. Katten’s hourly rates are set at a level designed to compensate Katten fairly for the

work of its attorneys and legal assistants and to cover fixed and routine expenses. The rates and

rate structure provided by Katten are appropriate and reflect the complex and time sensitive nature

of the matters Katten will be handling. Moreover, the hourly rates that Katten will use in these

chapter 11 cases are the same hourly rates that Katten uses in non-restructuring matters.

19. Intelsat Envision believes these rates are consistent with market rates for

comparable services, and have been informed that Katten sets its hourly rates on an annual basis.

These hourly rates are subject to periodic adjustments (typically on October 1st of each year) to

reflect economic and other conditions.5 Katten will provide ten (10) business days’ notice of any

rate increases to the Disinterested Managers, the Debtors, the U.S. Trustee, and the Committee.

20. Katten currently charges its clients $0.10 per page for standard black and white

duplication and $0.25 per page for color duplication. Katten does not charge its clients for

incoming facsimile transmissions. Computer-assisted legal research is used whenever the

researcher determines that it is more cost effective than using traditional (non-computer assisted

legal research) techniques.

21. Katten will maintain detailed records of actual and necessary costs and expenses

incurred in connection with the legal services it provides to the Special Committee and the Debtor.

Intelsat Envision understands that Katten is customarily reimbursed for all expenses incurred in

connection with the representation of a client in a given matter, including, but not limited to,

accordance with the requirements of the Bankruptcy Code. While the rate ranges provided for in this Application may change if an individual leaves or joins Katten, and if any such individual’s billing rate falls outside the ranges disclosed above, Katten does not intend to update the ranges for such circumstances.

5 For example, like many of its peer law firms, Katten typically increases the hourly billing rate of attorneys and paraprofessionals once a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion; and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013).

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photocopying services, printing, delivery charges, filing fees, postage, “working” meals, and

computer research.

22. As set forth in the Reisman Declaration, prior to the Petition Date, Katten received

a retainer payment (the “Retainer”) from Intelsat Envision as compensation for professional

services to be performed and for the reimbursement of reasonable and necessary expenses. Katten

has applied the Retainer to fees and expenses incurred prior to the Petition Date. Any unapplied

portion of the Retainer will be held on account and applied, to the extent allowed by the Court, to

the payment of fees for services rendered and the reimbursement of expenses incurred by Katten

in the course of these chapter 11 cases.

No Adverse Interest 23. To the best of Intelsat Envision’s knowledge and the Special Committee’s

knowledge, except as described in the Reisman Declaration, Katten does not represent or hold any

interest adverse to the Debtors or their respective estates with respect to matters on which Katten

is to be retained.

24. Katten will periodically review its files during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Katten will use reasonable efforts to identify

such further developments and will promptly file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

No Duplication of Services 25. Intelsat Envision believes that the services provided by Katten will not duplicate

the services that other professionals will be providing to the Debtors in these chapter 11 cases.

Intelsat Envision will coordinate with Katten and the Debtors’ other professionals to minimize

unnecessary duplication of efforts among the Debtors’ professionals. In particular, Katten will

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neither act as the Debtors’ general bankruptcy counsel in these chapter 11 cases, nor as general

bankruptcy counsel to Intelsat Envision.

Basis for Relief

26. Section 327(e) of the Bankruptcy Code provides that a debtor subject to court

approval:

[M]ay employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

11 U.S.C § 327(e).

27. Moreover, section 1107(b) of the Bankruptcy Code provides that a person is not

disqualified for employment under section 327 of the Bankruptcy Code by a debtor-in-possession

solely because of such person’s employment by or representation of the debtor before the

commencement of the case. 11 U.S.C. § 1107(b).

28. Under section 328(a) of the Bankruptcy Code, with the Court’s approval, a debtor

in possession may employ professional persons under section 327 of the Bankruptcy Code “on any

reasonable terms and conditions of employment, including on retainer, on an hourly basis, on a

fixed or percentage basis, or on a contingent fee basis.” Id. § 328(a).

29. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.

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30. Retention of an attorney under section 327(e) does not require the same searching

inquiry required for a debtor to retain general bankruptcy counsel under section 327(a). See

Meespierson Inc. v. Strategic Telecom Inc., 202 B.R. 845, 847 (D. Del. 1996) (“[S]pecial counsel

employed under [section] 327(e) need only avoid possessing a conflict of interest concerning the

matter at hand.”).

31. Nevertheless, the phrase “does not represent or hold any interest adverse to the

debtor or to the estate” requires a factual determination of “all relevant facts surrounding the

debtors’ case, including, but not limited to, the nature of the debtor’s business, all foreseeable

employment of special counsel, [and] the expense of replacement counsel. . .” In re Woodworkers

Warehouse, Inc., 323 B.R. 403, 406 (D. Del. 2005). In general, however, subject to the

requirements of sections 327 and 1107, a debtor-in-possession is entitled to the counsel of its

choosing. In re Vouzianas, 259 F.3d 103, 108 (2d Cir. 2001) (observing that “[o]nly in the rarest

cases should the trustee be deprived of the privilege of selecting his own counsel”).

A. Katten’s Retention Is Necessary and is in the Best Interests of the Debtors’ Estates.

32. Intelsat Envision believes that, in light of Katten’s significant expertise in the types

of matters for which it has been retained and is proposed to continue to render services, as well as

its substantive involvement in such matters prepetition on behalf of the Special Committee, it is in

the best interests of the Debtors’ estates to retain Katten as special counsel. Indeed, if the Debtor

is required to retain different counsel to replace Katten in current matters, the Debtor will need to

find, educate and integrate new counsel in these matters, and expend significant resources in doing

so, rather than devoting their time and focus to their reorganization efforts. In this respect,

retaining Katten will avoid unnecessary administrative expenses and delays, result in cost

efficiencies, and provide valuable assistance to the Debtors’ efforts to reorganize.

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B. Katten Neither Holds Nor Represents any Interest Adverse to the Debtors.

33. Except as set forth below and in the Reisman Declaration, Katten, to the best of the

Debtor’s and the Special Committee’s knowledge, information, and belief, does not represent, and

does not hold, any interest adverse to the Debtors or their estates, their creditors, or equity security

holders, their respective attorneys and accountants, the U.S. Trustee, any person employed by the

Office of the U.S. Trustee, or any other party in interest in these chapter 11 cases in the matters for

which Katten is to be retained.

34. Moreover, the lawyers and staff expected to provide services to Intelsat Envision

on behalf of Katten are not related to the U.S. Trustee assigned to these chapter 11 cases, any

person employed in the Office of the U.S. Trustee, or the Bankruptcy Judge presiding over these

chapter 11 cases.

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

35. To implement the foregoing successfully, Intelsat Envision requests that the Court

enter an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a)

and that Intelsat Envision has established cause to exclude such relief from the 14-day stay period

under Bankruptcy Rule 6004(h).

Notice

36. The Debtors will provide notice of this Application via first class mail, facsimile or

email (where available) to: (a) the United States Trustee for the Eastern District of Virginia, Attn:

Kenneth N. Whitehurst III, B. Webb King, Shannon F. Pecoraro, and Kathryn R. Montgomery;

(b) the holders of the 40 largest unsecured claims against the Debtors (on a consolidated basis);

indenture trustee for the Intelsat Luxembourg 7.75% Senior Notes and counsel thereto; (e) the

indenture trustee for the Intelsat Luxembourg 8.125% Senior Notes and counsel thereto; (f) the

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indenture trustee for the Intelsat Luxembourg 12.5% Senior Notes and counsel thereto; (g) the

indenture trustee for the Intelsat Connect Finance 9.5% Senior Notes and counsel thereto; (h) the

indenture trustee for the Intelsat Jackson 5.5% Senior Notes and counsel thereto; (i) the indenture

trustee for the Intelsat Jackson 9.75% Senior Notes and counsel thereto; (j) the indenture trustee

for the Intelsat Jackson 8.5% Senior Notes and counsel thereto; (k) Pryor Cashman LLP as counsel

to the indenture trustees for the Intelsat Jackson 9.5% First Lien Notes and the Intelsat Jackson

8.0% First Lien Notes; (l) Cahill Gordon & Reindel LLP as counsel to the administrative agent

under the Intelsat Jackson credit agreement; Winston & Strawn LLP as counsel to the collateral

trustee under the Intelsat Jackson credit agreement; (m) Akin Gump Strauss Hauer & Feld LLP as

counsel to an ad hoc group of certain prepetition secured parties; (n) Jones Day as counsel to a

crossover ad hoc group of term loan lenders and noteholders; (o) Brown Rudnick, LLP as counsel

to certain creditors; (p) Paul, Weiss, Rifkind, Wharton & Garrison LLP and Loyens & Loeff

Luxembourg Sarl as counsel to certain noteholders; (q) Davis Polk as counsel to the agent under

the DIP Credit Agreement; (r) Orrick, Herrington & Sutcliffe LLP as counsel to an ad hoc group

of noteholders; (s) Milbank LLP as counsel to the official committee of unsecured creditors (the

“Committee”); (t) the United States Attorney’s Office for the Eastern District of Virginia; (u) the

National Association of Attorneys General; (v) the Internal Revenue Service; (w) the offices of

the attorneys general for the states in which the Debtors operate; (x) the Securities and Exchange

Commission; (y) the Federal Communications Commission; and (z) any party that has requested

notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors submit

that, in light of the nature of the relief requested, no other or further notice need be given.

[Remainder of page intentionally left blank]

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WHEREFORE, for the reasons set forth herein, in the Reisman Declaration, and in the

Meghji Declaration, Intelsat Envision respectfully requests that the Court enter the Order,

substantially in the form attached hereto as Exhibit A, granting the relief requested herein and

such other relief as the Court deems appropriate under the circumstances.

Dated: June 9, 2020 /s/ Mohsin Meghji Richmond, Virginia Name: Mohsin Meghji Disinterested Manager Member of the Special Committee Intelsat Envision Holdings LLC

Richmond, Virginia Dated: June 9, 2020

/s/ Donald C. Schultz CRENSHAW, WARE & MARTIN, PLC KATTEN MUCHIN ROSENMAN LLP Donald C. Schultz (VSB No. 30531) Steven J. Reisman (pro hac vice admission pending) W. Ryan Snow (VSB No. 47423) Marc B. Roitman (pro hac vice admission pending) 150 West Main Street, Suite 1500 575 Madison Avenue Norfolk, Virginia 23510 New York, New York 10022 Telephone: (757) 623-3000 Telephone: (212) 940-8800 Facsimile: (757) 623-5735 Facsimile: (212) 940-8776 Email: [email protected] Email: [email protected] [email protected]

Geoffrey M. King (pro hac vice admission pending) 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061 Email: [email protected]

Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC

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Exhibit A

Proposed Order

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Geoffrey M. King (pro hac vice admission pending) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061

Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP) ) Debtors. ) (Jointly Administered) )

ORDER GRANTING APPLICATION OF INTELSAT ENVISION HOLDINGS LLC AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF MAY 13, 2020

Upon the application (the “Application”)2 of Intelsat Envision Holdings LLC

(“Intelsat Envision”), one of the debtors and debtors in possession in the above-captioned case

(collectively, the “Debtors”), for entry of an order (this “Order”) (a) authorizing Intelsat Envision

2 Capitalized terms used in this Order but not otherwise defined in this Order shall the meanings ascribed to them in the Application.

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to employ and retain Katten Muchin Rosenman LLP (“Katten”) as counsel to render independent

legal services on behalf of and at the sole direction of the special committee of the board of

managers Intelsat Envision (the “Special Committee”), effective as of May 13, 2020, in accordance

with the terms and conditions set forth in the engagement letter dated May 7, 2020

(the “Engagement Letter”), attached hereto as Exhibit 1; and (b) granting related relief, all as more

fully set forth in the Application; and upon the Reisman Declaration attached as Exhibit B to the

Application; and upon the Meghji Declaration attached as Exhibit C to the Application; and this

Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing

Order of Reference from the United States District Court for the Eastern District of Virginia, dated

August 15, 1984, and this Court having found that it may enter a final order consistent with Article

III of the United States Constitution; and this Court having found that venue of this proceeding

and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this

Court having found that the relief requested in the Application is in the best interests of the

Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the

Debtors’ notice of the Application and opportunity for a hearing on the Application were

appropriate under the circumstances and that no other notice need be provided; and this Court

having reviewed the Application and having heard the statements in support of the relief requested

therein at a hearing before this Court (the “Hearing”); and this Court having determined that the

legal and factual bases set forth in the Application and at the Hearing establish just cause for the

relief granted herein; and upon all of the proceedings had before this Court; and after due

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Application is granted as set forth in this Order.

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2. Pursuant to sections 327(e), 328(a), and 1107(b) of the Bankruptcy Code, Intelsat

Envision is hereby authorized to retain Katten as counsel to the Special Committee, effective as of

May 13, 2020, pursuant to the terms and conditions set forth in the Application and the

Engagement Letter.

3. Retention of Katten pursuant to section 327(e) of the Bankruptcy Code is

appropriate given the specific scope of the proposed retention and Katten’s prepetition

representation.

4. Katten shall file with the Court interim and final fee applications for allowance of

its compensation and reimbursement of its expenses with respect to services rendered in these

chapter 11 cases, in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, this Order, and such other procedures as may be fixed by order of the

Court.

5. Katten shall apply any remaining amounts of its prepetition Retainer as a credit

toward postpetition fees and expenses, after such postpetition fees and expenses are approved

pursuant to the first order of the Court awarding fees and expenses to Katten.

6. Katten shall include in its fee applications, among other things, contemporaneous

time records setting forth a description of the services rendered by each professional and the

amount of time spent on each date by each such individual in rendering services on behalf of the

Special Committee in one-tenth (.1) hour increments.

7. Prior to any increases in Katten’s rates with respect to this Order and the

Application, Katten shall file a supplemental affidavit with the Court and provide ten business

days’ notice to the Debtors, the U.S. Trustee, and the Committee, which supplemental affidavit

shall explain the basis for the requested rate and state whether Intelsat Envision has consented to

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the rate increase. The U.S. Trustee retains all rights to object to any rate increase on all grounds

including, but not limited to, the reasonableness standard provided for in section 330 of the

Bankruptcy Code, and all rates and rate increases are subject to review by the Court.

8. Notwithstanding any provision to the contrary in the Engagement Letter, any

dispute relating to the services provided by Katten shall be referred to arbitration consistent with

the terms of the Engagement Letter only to the extent that this Court does not have, retain or

exercise jurisdiction over the dispute, and 28 U.S.C. § 1334(e)(2) shall govern the form for

resolving fee disputes.

9. To the extent there is any inconsistency between the terms of the Engagement

Letter, the Application, and this Order, the terms of this Order shall govern.

10. The notice requirements of Bankruptcy Rule 6004(a) are deemed waived.

11. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

12. Intelsat Envision is authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Application.

13. Notwithstanding any term in the Engagement Letter to the contrary, this Court

retains exclusive jurisdiction with respect to all matters arising from or related to the

implementation, interpretation, and enforcement of this Order.

Dated: ______Richmond, Virginia United States Bankruptcy Judge

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WE ASK FOR THIS:

/s/ Donald C. Schultz Donald C. Schultz (VSB No. 30531) W. Ryan Snow (VSB No. 47423) CRENSHAW, WARE & MARTIN, PLC 150 West Main Street, Suite 1500 Norfolk, Virginia 23510 Telephone: (757) 623-3000 Facsimile: (757) 623-5735

- and -

KATTEN MUCHIN ROSENMAN LLP Steven J. Reisman (pro hac vice admission pending) Marc B. Roitman (pro hac vice admission pending) 575 Madison Avenue New York, New York 10022 Telephone: (212) 940-8800 Facsimile: (212) 940-8776

Geoffrey M. King (pro hac vice admission pending) 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061

Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Donald C. Schultz

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Exhibit 1

Engagement Letter

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575 Madison Avenue New York, NY 10022-2585 +1.212.940.8800 tel katten.com

STEVEN J. REISMAN [email protected] +1.212.940.8700 direct

Dated as of May 7, 2020

Via Email: [email protected]

Michelle Bryan Deputy Chairman and Secretary Intelsat Envision Holdings LLC 7900 Tysons One Place 14th Floor McLean, VA 22102

Re: Engagement Agreement

Dear Michelle:

We are pleased to have the opportunity to be retained by Intelsat Envision Holdings LLC (the “Company” or the “Client”), to render independent legal services at the sole direction of the Special Committee of the Directors formed pursuant to the Written Resolutions of The Board of Directors on Director Appointments and Establishing A Special Committee, dated March 27, 2020 (the “Resolutions”) consisting of, Mohsin Meghji and Thomas Ferguson (the “Special Committee”), with regard to “Conflict Matters” (as that term is defined in the Resolutions) (hereinafter, the “Matter”). This letter and the enclosed Terms of Engagement, which contains a provision on conflicts of interest, describe the basis on which the Firm provides legal services.

I will be the lawyer at the firm with the primary responsibility for the Matter and understand that it is your expectation, as well as my own intention, that I be involved in managing all aspects of this engagement. I will be assisted by Dan Barnowski, Geoffrey M. King, Marc B. Roitman, and such other partners, associates and other members of the Firm as appropriate. As indicated in the Terms of Engagement, our fees are based upon our hourly rates unless otherwise noted herein.

Please review the Terms of Engagement (which immediately follow the signature page), with the assistance of independent counsel if you wish, and let me know if you have any questions about them. If all the terms are satisfactory, please indicate your consent by signing this letter and returning it to me. However, your continuing instructions in this matter will amount to your acceptance of the terms of this letter, including the Terms of Engagement (collectively the “Terms”). All parties to this agreement agree that a digital signature shall be effective to prove each party’s agreement to the Terms. Furthermore, the parties agree that the Terms may be proven through an electronic copy in digital format, and that no “original” hard-copy document need be retained to prove the Terms.

KATTEN MUCHIN ROSENMAN LLP CENTURY CITY CHARLOTTE CHICAGO DALLAS HOUSTON LOS ANGELES NEW YORK ORANGE COUNTY SHANGHAI WASHINGTON, DC A limited liability partnership including professional corporations LONDON: KATTEN MUCHIN ROSENMAN UK LLP US_144383494v2_300100-00001 5/8/2020 12:00 AM Case 20-32299-KLP Doc 304 Filed 06/09/20 Entered 06/09/20 21:09:06 Desc Main Document Page 23 of 128

Michelle Bryan Dated as of May 7, 2020 Page 2

To retain the services of the Firm for this Matter, the Firm is requesting that the Company pay us a fee deposit of $300,000, specific to the Matter. Notwithstanding anything to the contrary in the Terms of Engagement, this fee deposit will be deposited in the Firm’s client retainer trust account and held until the conclusion of the engagement, at which point the fee deposit will be returned to the Company. The Company shall pay the Firm’s fees and expenses on a monthly basis promptly upon receipt of the invoice. The Company further acknowledges and understands that the use of fee deposits is an integral condition of this engagement, and is necessary to ensure that: the Client continues to have access to the Firm’s services; the Firm is compensated for its representation of the Client; the Firm is not a prepetition creditor of the Company in the event of a Chapter 11 bankruptcy case; and that in light of the foregoing, the provision of the advance fee deposits is in the Client’s best interests.

You agree that the Firm in the future may represent any existing or future client in any matter (including transactions and counseling, as well as litigation or other dispute resolutions) that is directly adverse to you, provided, that, (1) the Firm will not represent another client adverse to you in a matter that is substantially related to this Matter or to any other matters that we are handling for you, and (2) the Firm will continue to maintain the confidentiality of the confidential information you provide to us in the course of the Firm’s engagement by you, and will not use such information for any purpose except for the benefit of, and on behalf of, you without your written consent. You also confirm that your agreement to this prospective waiver is voluntary and that you intend for it to be effective and enforceable and for the Firm to rely upon it.

A schedule of the Firm’s standard hourly rates is attached as Exhibit A. The Firm’s disbursements that are billed on a per-unit basis are attached as Exhibit B. The Firm’s wiring instructions are attached as Exhibit C, and the Firm’s W-9 Taxpayer Certification is attached as Exhibit D.

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Michelle Bryan Dated as of May 7, 2020 Page 3

Thank you for allowing us the privilege of this representation. We value and appreciate the trust and confidence you have placed in us and we assure you we will do our best to see that your expectations are satisfied.

My best.

Sincerely,

Steven J. Reisman

w/ attachments

cc: Mohsin Meghji (w/ attachments: [email protected]) Thomas Ferguson (w/ attachments: [email protected]) Intelsat Envision Holdings LLC Dan Barnowski, Esq. (w/ attachments: [email protected]) Geoff King, Esq. (w/ attachments: [email protected]) Marc Roitman, Esq. (w/ attachments: [email protected]) Katten Muchin Rosenman LLP

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Michelle Bryan Dated as of May 7, 2020 Page 4

This letter and the Terms of Engagement are agreed to:

MOHSIN MEGHJI, DISINTERESTED MANAGER OF INTELSAT ENVISION HOLDINGS LLC

By: Name: Mohsin Meghji Title: Disinterested Manager Dated as of May 7, 2020

THOMAS FERGUSON, DISINTERESTED MANAGER OF INTELSAT ENVISION HOLDINGS LLC

By: Name: Thomas Ferguson Title: Disinterested Manager Dated as of May 7, 2020

INTELSAT ENVISION HOLDINGS LLC

By: ______Name: Michelle Bryan Title: Deputy Chairman and Secretary Dated as of May 7, 2020

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Michelle Bryan Dated as of May 7, 2020 Page 4

This letter and the Terms of Engagement are agreed to:

MOHSIN MEGHJI, DISINTERESTED MANAGER OF INTELSAT ENVISION HOLDINGS LLC

By: Name: Mohsin Meghji Title: Disinterested Manager Dated as of May 7, 2020

THOMAS FERGUSON, DISINTERESTED MANAGER OF INTELSAT ENVISION HOLDINGS LLC

By: Name: Thomas Ferguson Title: Disinterested Manager Dated as of May 7, 2020

INTELSAT ENVISION HOLDINGS LLC

By: ______Name: Michelle Bryan Title: Deputy Chairman and Secretary Dated as of May 7, 2020

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KATTEN MUCHIN ROSENMAN LLP TERMS OF ENGAGEMENT

The information below describes the terms that apply to the legal services provided for you by Katten Muchin Rosenman LLP (the “Firm”). We encourage you to discuss any of these Terms with us at any time. If modifications to the Terms are needed, you should discuss that with us so that agreement on changes can be reached and reduced to writing. All references to “you” or “your” means only the client or clients identified in our engagement letter. Individuals or entities that are related to or affiliated with you, such as partners, officers, directors, stockholders, parent companies, related companies, or family members, are not clients, unless we otherwise agree in writing.

I. Scope of Representation. The scope of the work we will do for you is limited to the description stated in our engagement letter. Any changes or additions to the scope of our work, which we would be pleased to consider, must be agreed to and memorialized by letter or email. Unless that description states otherwise, our engagement does not include responsibility for: (1) review of your insurance policies to determine the possibility of coverage for our fees and costs or for the claim asserted against you, (2) notification of your insurance carriers about a matter, (3) advice to you about your disclosure obligations concerning a matter under the federal securities laws or any other applicable law, or (4) advice to you about tax issues that relate to a matter. If we agree to represent you in additional matters, we will do so in writing by letter or email, and the Terms of our engagement will remain the same for these additional matters unless changed by agreement in writing.

II. Staffing. Steven J. Reisman will have the primary responsibility for our relationship. We assign additional lawyers and other personnel when needed based upon the type of work and the appropriate experience level required.

III. Client Responsibilities. You agree to use best efforts to provide us with all information that we believe is necessary or appropriate to fulfill our professional responsibilities in this Matter. You will designate one or more persons to give us instructions and authority to receive our requests and inquiries. You further agree that without our express written consent, you will not use our name or the fact of your engagement of us in any form of advertising or solicitation of business.

IV. Financial Arrangements.

A. Fees and Expenses. Our fees are based primarily upon the hourly rates of our lawyers and other personnel in effect when the services are performed. These rates change periodically based upon economic factors and the experience level of our personnel. We are affiliated with Katten Muchin Rosenman UK LLP of London, England, and if we obtain advice or services on your behalf from that firm, we will include their time and expenses on our bill.

Expenses include items such as consultants, experts, filing fees, court reporting fees, travel costs, overnight or other special mail services, messenger services, photocopies, long distance telephone, outgoing faxes, research service charges (e.g., LEXIS), secretarial and other staff overtime charges (when required to meet the needs of the matter), and other

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special services such as document imaging. With respect to costs incurred and payable to third parties, such as court reporters or experts, it is our usual policy to forward those bills to you for payment directly to the third party, and you agree to pay those fees directly to the provider. As an accommodation to you, however, we may advance those costs on your behalf and include them in our monthly bills. Some large disbursements may be forwarded to you for direct payment. Some charges may not be in the system at the time of monthly billing and will appear on a later bill.

B. Fee Deposits. The amount of any fee deposit required in this engagement is set forth in the engagement letter, which is not an estimate of the total costs of the representation, nor is it a maximum fee. This fee deposit will be deposited in the Firm’s client retainer trust account and will be used to pay our fees and expenses when they come due. We will pay our monthly invoices using the fee deposit when earned, unless you already have paid the invoice or dispute the amount of our invoice before that time. You agree that you will maintain the fee deposit balance at the amount agreed in the engagement letter. Accordingly, while we will pay our invoices from the fee deposit as set forth above, you agree to maintain the agreed balance by either paying each invoice within 20 days of mailing or by replenishing the fee deposit in a like amount. In the event our fees and expenses exceed the retainer deposited with us, we will bill you for the excess. We may, as an accommodation to you, agree to waive the fee deposit if our invoices are timely paid. In the event we do so, however, you agree that we may request replenishment of the fee deposit at any time, should we determine that to be necessary, in our sole discretion. If you fail to maintain the balance of the fee deposit when requested or to pay promptly any additional fees requested, we reserve the right to cease performing further work and withdraw from the representation.

C. Billing and Payment. We generally forward our statements monthly; however, we may request payment more frequently, such as on a weekly or bi-weekly basis. The statements will include a brief description of the work performed, the date the work was performed, the time required to do the work, and the expenses incurred. Payment is due promptly upon receipt of our statement. We reserve the right to terminate our representation of clients who do not pay promptly. We do not and cannot guarantee the outcome of any matter, and payment of our fees and disbursements is not conditioned on any particular outcome.

V. Electronic Communication. The use of email can be an efficient means of communication, and we use it often in communicating with clients. Some clients also use instant messaging as a means of communication. However, these electronic communications can be delayed or blocked (for example, by anti-spam software) or otherwise not transmitted. You must not assume that an email or instant message sent to us was actually opened and read by us unless you receive a non-automated reply message indicating that we have read your message.

VI. Responses to Auditors’ Inquiries. We are frequently asked to provide information to auditing firms regarding client legal matters and we respond to those inquiries with the same level of care and professionalism used to handle the client’s other legal work. We will accordingly charge for those services at the same rates. When you make a written request that we provide information to an auditing firm, we will deem your request to be your consent for us to disclose

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the requested information on your behalf. Additionally, when an auditing firm makes a written request for information on your behalf, that request will be deemed to be your consent for us to disclose that information to the auditing firm.

VII. Conflicts of Interest Issues. As you know, we are a large general services law firm with many clients and with offices located in Charlotte, North Carolina; Chicago, Illinois; Dallas, Texas; Houston, Texas; Los Angeles, California (Century City and Downtown); New York, New York; Orange County, California; Washington D.C.; and Shanghai, China, and we have an affiliate in London, England. It is possible that, during the course of our engagement, an existing or future client may seek to hire the Firm in connection with an actual or potential transaction or pending or potential litigation or other dispute resolution proceeding in which such other client’s interests are or potentially may become adverse to your interests.

Because the duty of loyalty would otherwise prevent the Firm from being adverse to a current client, rules of professional conduct prevent the Firm from accepting such engagements during the Firm’s representation of you absent informed consent by you and the waiver of the duty of loyalty. In particular, the Firm often represents parties in restructuring and insolvency matters, both in- and out-of-court. By agreeing to these Terms of Engagement, you waive the duty of loyalty insofar as it would be applicable and agree that, even while the Firm is representing you, and at all times thereafter, the Firm may represent existing or new clients in any matter that is not substantially related to our work for you, even if the interests of such clients are adverse to yours (whether or not you are then represented by the Firm), or any of your affiliates, including litigation in which you or any of your affiliates are parties. This waiver also is intended to allow the Firm to examine or cross-examine you (and/or your employees and agents) on behalf of existing or new clients in other proceedings (including but not limited to proceedings to which you are not a party) provided the other matter is not substantially related to our representation of you. Notwithstanding this consent and waiver, the Firm will not undertake such representation unless we first reasonably determine that we will be able to provide competent and diligent representation to both of the affected clients. We also will continue to maintain the confidentiality of the confidential information you provide to us in the course of the Firm’s engagement by you, and will not use such information for any purpose except for the benefit of, and on behalf of, you without your written consent.

Potential adverse consequences may result from the Firm’s representing parties that are adverse to you. These may include a perception that the Firm’s loyalty and independence of judgment with respect to you are impaired. Also, the Firm’s representation of parties adverse to you may come at a time when it would harm your interests to terminate the services of the Firm, or after expenditures of fees and costs to the Firm that might need to be replicated by new counsel. The Firm encourages you to have this conflicts waiver reviewed by independent counsel acting on your behalf before agreeing to these Terms of Engagement.

Further, in the course of our representation of you, it may be necessary for our lawyers to analyze or address their professional duties or responsibilities or those of the Firm, and to consult with the Firm’s General Counsel, Deputy General Counsel, Conflicts Counsel, or other lawyers in doing so. To the extent we are addressing our duties, obligations or responsibilities to you in those consultations, it is possible that a conflict of interest might be deemed to exist as between our Firm and you. You further agree that these consultations are protected from disclosure by the Firm’s

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attorney-client privilege. Nothing in the foregoing shall diminish or otherwise affect our obligation to keep you informed of material developments in your representation, including any conclusions arising out of such consultations to the extent that they affect your interests.

VIII. Arbitration of Disputes. You acknowledge having reviewed a copy of Part 137 of the Rules of the Chief Administrator of the Courts of New York (available at http://www.courts.state.ny.us/admin/feedispute/137.pdf or upon request from us) which provides a mechanism for resolution of fee disputes between us using a particular arbitration procedure and forum; you have a right to select this mechanism for the resolution of fee disputes between us under this letter agreement unless you waive that right. You hereby waive that right, and you and we instead agree upon the following: If any dispute, controversy or claim directly or indirectly relating to or arising out of this agreement, work we perform for you or the fees charged by us or your failure to pay such fees you agree that such dispute shall be submitted to binding arbitration with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator shall have no authority to award punitive damages or to treble or otherwise multiply actual damages. The award in the arbitration shall be final and binding and judgment thereon may be entered and enforced in any court of competent jurisdiction. You agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State of New York in connection with any action brought to enforce an award in arbitration. You further agree that service of process may be made upon you by Katten Muchin Rosenman LLP by causing process to be delivered to you at the above address (or such other address of which you hereafter shall advise us in writing) by registered or certified mail, return receipt requested.

IX. Conclusion of Representation. Our representation of you will terminate when we send you our final statement for services rendered in this matter. We may also terminate our representation for any reason consistent with rules of professional responsibility, including conflicts of interest or your failure to pay our fees and expenses. Our representation may also be terminated upon your request. Following termination, any nonpublic information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional responsibility. Once our representation is concluded, we will not be obligated to take any steps such as keeping track of deadlines, filing papers, pursuing appeals, or monitoring or advising you about changes in the law or circumstances that might bear upon the concluded matter.

X. Disposition of Client Files. Upon conclusion of your representation, we may return to you your original papers, documents and/or other property that you provided to the Firm during our engagement. You agree to accept the return of such documents and/or property. If you so request, we will also provide to you, at your expense, copies or originals of your complete file. We reserve the right to make, at our expense, copies of all documents generated or received by us in the course of our representation of you. The Firm will not provide copies or originals of the Firm Administrative or Matter Administration files pertaining to the matter, which will be retained by the Firm. All such documents retained by the Firm, including client files (including any original documents and/or property that we attempted unsuccessfully to return to you) and Firm Administrative or Matter Administration files, will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any

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documents or other materials retained by us within a reasonable time, but not less than seven (7) years after the matter is closed. We will not destroy, discard or otherwise dispose of any such documents without first providing you with thirty (30) days’ prior written notice.

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EXHIBIT A

RATES

PROFESSIONALS STANDARD RANGE

Partner $770 - $1,555

Associate $460 - $970

Counsel and Special Staff $665 - $1,170

Of Counsel $895 - $1,475

Paralegal $195 - $580

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EXHIBIT B

PER UNIT EXPENSES

Description Cost per page

Fax $1.60 Photocopy Costs $ .20 Photocopy – Wide Format $1.00 Color Printing / Copies $ .25

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Exhibit B

Reisman Declaration

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Geoffrey M. King (pro hac vice admission pending) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061

Proposed Co-Counsel to the Special Committee of the Board of Intelsat Envision Holdings LLC

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) INTELSAT S.A., et al.,1 ) Case No. 20-32299 (KLP) ) Debtors. ) (Jointly Administered) )

DECLARATION OF STEVEN J. REISMAN IN SUPPORT OF APPLICATION OF INTELSAT ENVISION HOLDINGS LLC FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY EFFECTIVE AS OF MAY 13, 2020

I, Steven J. Reisman, being duly sworn, hereby state as follows:

1. I am a partner at the firm of Katten Muchin Rosenman LLP (“Katten”), which

maintains offices for the practice of law at 575 Madison Avenue, New York, New York 10022,

among other domestic and international offices. I submit this declaration (the “Declaration”) in

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connection with the application (the “Application”)2 of Intelsat Envision Holdings LLC

(“Intelsat Envision” or the “Debtor”), one of the above-captioned debtors and debtors in

possession (the “Debtors”), to employ and retain Katten as counsel to render independent services

on behalf of and at the sole direction of the special committee of the board of managers of Intelsat

Envision (the “Special Committee”), effective as of May 13, 2020, in accordance with the terms

and conditions of that certain engagement letter dated as of May 7, 2020 (the “Engagement

Letter”). Except as otherwise noted, I have personal knowledge of the matters set forth herein.

Katten’s Qualifications 2. Intelsat Envision seeks to retain Katten, on behalf of and at the sole direction of the

Special Committee, because of its experience in, among other areas, financial restructuring,

litigation, corporate governance, corporate finance, and independent investigations in the context

of chapter 11 cases. Since its engagement, Katten has become familiar with the Debtors and

various aspects of their financial affairs and reorganization.

3. Katten lawyers have significant experience representing and advising the spectrum

of constituents in chapter 11 proceedings, including, debtors, committees, secured and unsecured

creditors, independent or disinterested directors, special committees, shareholders, and others, as

well as providing advice with respect to fiduciary duties in connection with chapter 11

proceedings.

4. Katten has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others, In re CraftWorks Parent, LLC et al., No. 20-

10475 (BLS) (Bankr. D. Del. Apr. 11, 2020); In re Sizmek, Inc., No. 19-10971 (SMB) (Bankr.

S.D.N.Y. Apr. 23, 2019); In re J&M Stores, Inc., No. 18-11901 (LSS) (Bankr. D. Del. Aug. 27,

2 Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Application. 2

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