Chapter 11 ) INTELSAT S.A., Et Al.,1 ) Case No

Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 1 of 49 Docket #310

Robert Gordon (pro hac vice admission pending) Ronald A. Page, Jr. (VA 71343) Marc Hankin (pro hac vice admission pending) RONALD PAGE, PLC Carl Wedoff (pro hac vice admission pending) P.O. Box 73087 JENNER & BLOCK LLP N. Chesterfield, VA, 23235 919 Third Avenue Telephone: (804) 562-8704 New York, NY 10022 Facsimile: (804) 482-2427 Telephone: (212) 891-1600 Facsimile: (212) 891-1699

Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A.

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 (LUXEMBOURG) S.A. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR EFFECTIVE AS OF JUNE 1, 2020

Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg” 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 The 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 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. Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 2 of 49

Relief Requested

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

attached hereto as Exhibit A: (a) approving the employment and retention of Berkeley Research

Group, LLC (“BRG”) as financial advisor to render independent services at the sole direction of

the special committee of the board of directors of Intelsat Luxembourg (the “Special Committee”),

effective as of June 1, 2020, in accordance with the terms and conditions of that certain engagement

letter dated as of June 1, 2020 (the “Engagement Letter”), annexed as Exhibit 1 to the Order; and

(b) granting related relief. In support of this Application, Intelsat Luxembourg relies upon and

incorporates by reference the declaration of Stephen L. Coulombe, a BRG Managing Director

(the “Coulombe Declaration”), attached hereto as Exhibit B.

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.

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 section 327(a),

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”).

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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 architect of satellite technology, the Company

operates the largest, most advanced 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).

BRG’s Qualifications

8. Intelsat Luxembourg seeks to retain BRG, at the sole direction of the Special

Committee, because BRG has a wealth of experience in providing financial advisory services in

restructuring, sale, and wind down scenarios and enjoys an excellent reputation for services it has

rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the 3

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United States. BRG’s corporate finance practice consists of financial, management consulting,

accounting, and other professionals who specialize in providing restructuring, transaction

advisory, litigation support, solvency, and valuation assistance and providing a focus on strategies

and viable solutions that maximize value for companies and creditors, typically in distressed

business settings. BRG has acted as financial advisor, crisis manager, and corporate officer in

middle market to large multinational restructurings across a wide array of industries. BRG’s

services include forensic analysis, plan development and implementation, and advice on

sale/merger transactions.

9. Moreover, the professionals at BRG have assisted and advised debtors, creditors,

creditors’ committees, special committees, bondholders, investors, and others in numerous

bankruptcy cases, including the bankruptcy cases of Nine West Holding, Inc., Rentpath Holdings,

Inc., Real Industry, Inc., Videology, Inc., M&G USA Corporation, Brookstone Holdings Corp.,

Molycorp Inc., Hospital Acquisition LLC (d/b/a LifeCare), Refco Inc, American Apparel, LLC,

Lyondell Chemical Company, Specialty Retail Shops Holding Corp. (aka Shopko), SunGard AS,

Dynegy Holdings, Wet Seal, Caesars Entertainment Operating Co., Sports Authority Holdings,

Inc., WR Grace & Co., rue21, Inc., Dynegy Holdings, LLC, and Gymboree Group, Inc.3

10. Since its engagement, BRG has become familiar with the Debtors and various

aspects of their financial affairs. As such, Intelsat Luxembourg believes that BRG is well qualified

to provide effective services to the Special Committee in an efficient and timely manner.

Services to be Provided

11. Pursuant to the resolutions of the board of directors of Intelsat Luxembourg (the

“Board of Directors”) dated March 27, 2020 (the “Resolutions”), two disinterested directors

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

3 The professionals were employed in certain of these engagements prior to joining BRG. 4

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

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

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

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

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

pertaining to a Transaction 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 Luxembourg retained BRG,

pursuant to the Engagement Letter, to render independent financial advisory services at the sole

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

13. Intelsat Luxembourg requests authority to retain BRG to provide such independent

financial advisory services as are necessary and requested by the Special Committee during the

pendency of these chapter 11 cases, including with respect to any and all Conflict Matters and

analysis and investigation of any Transactions (collectively, the “Independent Analysis”).

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

sought to retain PJT Partners LP (“PJT”) as financial advisor to the Debtors. The services rendered

and functions performed by BRG will not be duplicative of work performed by PJT or any financial

advisor or other professional retained by the Debtors and instead are limited to the matters

described in the Resolutions.

Professional Compensation

15. 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 Luxembourg requests that BRG be compensated on an hourly

basis and that BRG receive reimbursement of actual and necessary expenses incurred in connection 5

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with its representation of Intelsat Luxembourg in these chapter 11 cases. In accordance with the

terms of the Engagement Letter, Intelsat Luxembourg has agreed to compensate BRG for the work

performed at the sole direction of the Special Committee.

16. BRG has informed Intelsat Luxembourg that, subject to this Court’s approval, it

will charge its standard hourly rates for professional services rendered, plus reimbursement of

actual and necessary expenses incurred by BRG. The hourly rates charged by BRG for the services

provided by its personnel differ based upon, among other things, each professional’s level of

experience, geographic differentials, and types of services being provided. In the ordinary course

of business, BRG periodically revises its hourly rates to reflect promotions and other changes in

personnel responsibilities, increases in experience, and increases in the cost of doing business.

Rates are typically adjusted annually. The proposed rates of compensation are the customary

hourly rates in effect when services are performed by the professionals and paraprofessionals who

provide services to Intelsat Luxembourg. The current standard hourly rates for the BRG

professionals anticipated to be assigned to this case are as follows:

Role Hourly Billing Rate Managing Director $825 - $1,095 Director $625 - $835 Professional Staff $295 - $740 Support Staff $125 - $260

17. Intelsat Luxembourg believes these rates are consistent with market rates for

comparable services. These hourly rates are subject to periodic adjustment, which shall be noted

on the invoices for the first time period in which the revised rates become effective.

18. BRG will maintain detailed records of actual and necessary costs and expenses

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

Intelsat Luxembourg understands that BRG is customarily reimbursed for all expenses incurred in

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

and lodging expenses, business meals, costs of reproduction, research, communications, our legal

counsel, any applicable sales or excise taxes and other direct expenses.

19. Further, BRG 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 BRG in connection with these chapter 11 cases.

No Adverse Interest

20. To the best of Intelsat Luxembourg’s knowledge, and based upon and subject to the

disclosures made in the Coulombe Declaration, BRG, 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 BRG

is to be retained.

21. Moreover, the professionals and staff expected to provide services to Intelsat

Luxembourg on behalf of BRG 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.

22. As set forth in the Coulombe Declaration, if any new relevant facts or relationships

are discovered or arise, BRG will promptly supplement its disclosure to the Court.

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No Duplication of Services

23. Intelsat Luxembourg believes that the services provided by BRG will not duplicate

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

Intelsat Luxembourg will coordinate with BRG and the Debtors’ other professionals to minimize

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

neither act as the Debtors’ general financial advisor in these chapter 11 cases, nor as general

financial advisor to Intelsat Luxembourg.

Basis for Relief

24. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to

court approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor’s] duties under this title.

11 U.S.C. § 327(a).

25. 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(a).

26. Intelsat Luxembourg believes that retention of BRG as financial advisor to the

Special Committee is appropriate under Bankruptcy Code section 327(a). Furthermore, the

requirements set forth by Bankruptcy Rule 2014 are satisfied by this application. The retention of

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BRG as financial advisor to the Special Committee is in the best interests of the Debtor’s estate,

creditors, and the parties in interest.

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

27. To implement the foregoing successfully, Intelsat Luxembourg requests that the

Court enter an order providing that notice of the relief requested herein satisfies Bankruptcy Rule

6004(a) and that Intelsat Luxembourg has established cause to exclude such relief from the 14-day

stay period under Bankruptcy Rule 6004(h).

Notice

28. 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); (c) the indenture trustee for the Intelsat S.A. Senior Convertible Notes and

counsel thereto; (d) the 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 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 Duffy & 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

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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 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 Coulombe Declaration, Intelsat

Luxembourg 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/ Jonathan F. Foster New York, New York Name: Jonathan F. Foster Independent Member of Special Committee Intelsat (Luxembourg) S.A.

/s/ Ronald A. Page, Jr. RONALD PAGE, PLC JENNER & BLOCK LLP Ronald A. Page, Jr. (VA 71343) Robert Gordon (pro hac vice pending) P.O. Box 73087 Marc Hankin (pro hac vice pending) N. Chesterfield, VA 23235 Carl Wedoff (pro hac vice pending) Telephone: (804) 562-8704 919 Third Avenue Facsimile: (804) 482-2427 New York, NY 10022 Email: [email protected] Telephone: (212) 891-1600 Facsimile: (212) 891-1699 Email: [email protected] Email: [email protected] Email: [email protected]

Proposed Co-Counsel to the Special Proposed Co-Counsel to the Special Committee Committee of Intelsat (Luxembourg) S.A. of Intelsat (Luxembourg) S.A.

Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 12 of 49

Exhibit A

Proposed Order

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Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A.

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 THE APPLICATION OF INTELSAT (LUXEMBOURG) S.A. AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR EFFECTIVE AS OF JUNE 1, 2020

Upon the application (the “Application”)2 of Intelsat (Luxembourg) S.A. (“Intelsat

Luxembourg”), 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

Luxembourg to employ and retain Berkeley Research Group, LLC (“BRG”) as financial advisor

to render independent advisory services at the sole direction of the special committee of the board

of directors Intelsat Luxembourg (the “Special Committee”), effective as of June 1, 2020, in

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

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accordance with the terms and conditions set forth in the engagement letter dated June 1, 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 Coulombe Declaration attached as Exhibit B 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.

2. Pursuant to section 327(a) of the Bankruptcy Code, Intelsat Luxembourg is hereby

authorized to retain BRG as financial advisor to the Special Committee, effective as of June 1,

2020, pursuant to the terms and conditions set forth in the Application and the Engagement Letter.

3. BRG shall file 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 with

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the Court, 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.

4. Except to the extent set forth herein, the terms of the Engagement Letter, including,

without limitation, the Indemnification Provisions set forth therein, are approved, as modified

herein.

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

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

terms of the Engagement Letters 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.

6. 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.

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

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

are immediately effective and enforceable upon its entry.

9. Intelsat Luxembourg is authorized to take all actions necessary to effectuate the

relief granted in this Order in accordance with the Application.

10. 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

3 Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 16 of 49

WE ASK FOR THIS:

/s/ RONALD PAGE, PLC Ronald A. Page, Jr. (VA 71343) P.O Box 73087 N. Chesterfield, VA 23235 Telephone: (804) 562-8704 Facsimile: (804) 482-2427 Email: [email protected]

- and -

Robert Gordon (pro hac vice pending) Marc Hankin (pro hac vice pending) Carl Wedoff (pro hac vice pending) JENNER & BLOCK LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 891-1600 Facsimile: (212) 891-1699 Email: [email protected] Email: [email protected] Email: [email protected]

Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A.

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/

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Exhibit 1

Engagement Letter

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Managing Director

{Signatures continued on next page}

AGREED AND ACCEPTED:

Intelsat (Luxembourg) S.A.

By ______Dated June 2, 2020 Michelle Bryan Deputy Chairman and Secretary

AGREED AND ACCEPTED:

Special Committee of Intelsat (Luxembourg) S.A.

By __ Dated 6/9/20 ______Jonathan Foster Independent Director

By ______Dated ______Jill Frizzley Independent Director Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 24 of 49 Case 20-32299-KLP Doc 310 Filed 06/09/20 Entered 06/09/20 22:50:00 Desc Main Document Page 25 of 49

Exhibit B

Coulombe Declaration

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Proposed Co-Counsel to the Special Committee of Intelsat (Luxembourg) S.A.

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 STEPHEN L. COULOMBE IN SUPPORT OF THE APPLICATION OF INTELSAT (LUXEMBOURG) S.A. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR EFFECTIVE AS OF JUNE 1, 2020

I, Stephen L. Coulombe, hereby declare under penalty of perjury, as follows:

1. I am a Managing Director with Berkeley Research Group, LLC (“BRG”), a

professional services firm with numerous offices throughout the country. I am duly authorized to

execute this declaration (the “Declaration”) on behalf of BRG. I submit this Declaration in

connection with the application (the “Application”)2 of Intelsat (Luxembourg) S.A. (“Intelsat

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

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

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“Debtors”), to employ and retain BRG as financial advisor to render independent advisory services

at the sole direction of the special committee of the board of directors of Intelsat Luxembourg (the

“Special Committee”), effective as of June 1, 2020, in accordance with the terms and conditions

of that certain engagement letter dated as of June 1, 2020 (the “Engagement Letter”). Except as

otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a

witness, I could and would testify thereto.3

BRG’s Qualifications 2. Intelsat Luxembourg seeks to retain BRG as financial advisor to render independent

services at the sole direction of the Special Committee, because of BRG’s experience in, among

other areas, providing services to troubled companies, debtors, secured and unsecured creditors,

equity holders, and other parties in both in-court and out-of-court restructuring, sale and wind

down scenarios. BRG’s Corporate Finance practice has experience in restructuring, transaction

advisory, litigation support, solvency and valuation matters, and has provided a focus on strategic

and viable solutions that maximize value for companies and creditors. BRG professionals have

significant experience 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.

3. Since its engagement, BRG has become familiar with Intelsat Luxembourg and

various aspects of its financial affairs. As such, BRG is well qualified to advise and represent the

Special Committee in an efficient and timely manner.

3 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at BRG and are based on information provided by them.

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Services to be Provided

4. Pursuant to the resolution of the board of directors of Intelsat Luxembourg dated

March 27, 2020 (the “Resolutions”), two disinterested directors (“Disinterested Directors”) were

appointed to the Board of Directors and the Special Committee was established. The Disinterested

Directors were appointed to the Special Committee effective April 1, 2020, and constitute the sole

members of the Special Committee.

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

(a) the tasks of reviewing, negotiating, evaluating, and approving a strategic transaction or a series

of strategic transactions as determined by the Special Committee (a “Transaction”); and (b) certain

rights, authority, and powers in connection with any matters pertaining to a Transaction which the

Special Committee determines 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 Luxembourg retained BRG, pursuant to the Engagement Letter, to render

independent services at the sole direction of the Special Committee and to act with respect to

Conflict Matters.

6. BRG has provided various advisory services relating to the Conflict Matters. Its

work in connection with any and all Conflict Matters and in connection with reviewing

Transactions (collectively, the “Independent Analysis”) remains open and will continue during the

pendency of these chapter 11 cases.

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

sought to retain PJT Partners LP (“PJT”) as general financial advisor to the Debtors. The services

rendered and functions performed by BRG in these chapter 11 cases will not be duplicative of

work performed by PJT or any other professional firm retained by the Debtors.

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Disinterestedness

8. In connection with the proposed employment and retention of BRG by Intelsat

Luxembourg, BRG undertook to determine whether it had any conflicts or other relationships that

might cause it not to be disinterested or to hold or represent an interest adverse to Intelsat

Luxembourg or any of the other Debtors or their estates. Specifically, BRG obtained from the

Debtor and/or their representatives the names of individuals and entities that may be parties in

interest in these chapter 11 cases (“Potential Parties in Interest”). Accordingly, we are relying on

the accuracy and completeness of this information in connection with our conflict review and

disclosure. Such parties are listed on Schedule 1. BRG’s review, completed under my supervision,

consisted of a query of the Potential Parties in Interest within an internal computer database

containing names of individuals and entities that are present or recent former clients of BRG. Only

individuals and entities that are party to active matters are considered in determining conflicts.

9. Based on the results of its review, BRG does not have a relationship with any of

the parties on Schedule 1 in matters related to these proceedings. As set forth below and in

Schedule 2, which is attached hereto, BRG has certain relationships with certain parties-in-interest

in these cases, but such relationships are unrelated to the Special Committee, the Debtor, or the

Cases. To the best of my knowledge, information and belief, neither I nor any other Managing

Director or Director of BRG has any connection with or holds any interest adverse to Intelsat

Luxembourg, the other Debtors, their estates, creditors, shareholders, or any other party in interest

herein or their respective attorneys in the matters for which BRG is proposed to be employed,

except that BRG has provided other consulting services, and may in the future provide such

services, to certain of the Debtors’ creditors or other parties-in-interest in matters unrelated to the

Debtors’ cases.

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10. BRG has advised the Debtor and the Special Committee that effective as of May 9,

2020, the Official Committee of Unsecured Creditors of Speedcast International Limited, et al.

(the “Speedcast UCC”) selected BRG as its financial advisor. Intelsat Luxembourg is an affiliate

of co-debtor Intelsat Global Sales & Marketing Ltd. and non-debtors Intelsat Brasil Ltda and

Intelsat Corporation, all three of which are interested parties in the bankruptcy cases of Speedcast

International Limited et al. Consequently, and to address a request by the Special Committee and

the Speedcast UCC, BRG has implemented an internal protocol and ethical wall between the two

matters formulated by in-house counsel. There are separate engagement teams (other than

professional staff whose sole responsibility is assistance in the preparation of BRG’s retention

documents and fee applications). In addition, BRG has taken steps to ensure that access to any

non-public information in each matter is limited to the applicable engagement teams. With the

assistance of in-house counsel, we will monitor our internal protocol procedures to ensure

continued compliance and separation throughout each of the engagements.

11. Further, as part of its diverse practice, BRG appears in numerous cases,

proceedings, and transactions that involve many different professionals, including attorneys,

accountants, and consultants, who may represent claimants and parties in interest in these

chapter 11 cases. Also, BRG has performed in the past, and may perform in the future, financial

consulting for various attorneys and law firms, and has been represented by several attorneys and

law firms, some of whom may be involved in these proceedings. In addition, BRG has in the past,

may currently, and will likely in the future be working with or against other professionals involved

in these cases in matters unrelated to the Debtors and these cases. Based on our current knowledge

of the professionals involved, and to the best of my knowledge, none of these relationships create

interest materially adverse to the Debtors in matters upon which BRG is to be employed, and none

are in connection with these cases.

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12. Accordingly, to the best of my knowledge, BRG is a “disinterested person”

as that term is defined in section 101(14) of the Bankruptcy Code because BRG and its Managing

Directors and Directors:

a) are not creditors, equity security holders or insiders of the Debtors;

b) are not and were not, within two years before the Petition Date, directors,

officers, or employees of the Debtors; and

c) do not have an interest materially adverse to the interest of the Debtors’

estates or of any class of creditors or equity security holders, by reason of

any direct or indirect relationship to, connection with, or interest in the

Debtors or for any other reason.

13. From time to time, BRG may be asked to value and manage the liquidation of assets

of investment funds. Such investment funds could, from time to time, take positions in debt or

equity of the Debtors, without BRG’s knowledge or consent. BRG has no pecuniary interest in

such investment funds, nor will BRG profit from the value realized from the sale of their assets.

To the extent any employee of BRG is utilized for valuation expertise (and, accordingly, given

access to confidential information of the Debtors), for the duration of this engagement that

employee will not perform any valuation work on any debt or equity securities of the Debtors for

any investment fund. Under such circumstances, if BRG is providing valuation work on any debt

or equity securities of the Debtors for any investment fund for the duration of this engagement,

then the BRG employee undertaking such work will be restricted and have no access to the

confidential information of the Debtors.

14. To the extent I discover any additional facts bearing on the matters described herein

and required to be disclosed during the period of Intelsat Luxembourg’s retention of BRG, I will

supplement the information contained in this Declaration.

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15. I am not related or connected to and, to the best of my knowledge, no other

Managing Director or Director of BRG is related or connected to any United States Bankruptcy

Judge for the Eastern District of Virginia, or the United States Trustee for the Eastern District of

Virginia or to any employee in the offices thereof.

16. By reason of the foregoing, I believe BRG is eligible for employment and retention

by Intelsat Luxembourg pursuant to sections 327(a) (as modified by sections 1107(b)), 330, and

331 of the Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.

BRG’s Compensation

11. BRG intends to apply to this Court for allowance of compensation for

professional services and reimbursement of expenses incurred in connection with these chapter 11

cases, in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules, and any other applicable procedures and orders of the Court.

12. BRG will charge its standard hourly rates for professional services rendered

to the Debtors, plus reimbursement of actual and necessary expenses incurred by BRG. The hourly

rates charged by BRG for the services provided by its personnel differ based upon, among other

things, each professional’s level of experience, geographic differentials, and types of services

being provided. In the ordinary course of business, BRG periodically revises its hourly rates to

reflect promotions and other changes in personnel responsibilities, increases in experience, and

increases in the cost of doing business. Rates are typically adjusted annually.

13. For professional services, fees are based on BRG’s standard hourly rates.

The current standard hourly rates for the BRG professionals anticipated to be assigned to this case

are as follows:

Role Hourly Billing Rate Managing Director $825 - $1,095

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Director $625 - $835 Professional Staff $295 - $740 Support Staff $125 - $260

14. These hourly rates are subject to periodic adjustment, which shall be noted

on the invoices for the first time period in which the revised rates become effective. We believe

that our standard hourly rates are at or below those of national firms of similar stature to BRG.

15. Consistent with BRG’s policy with respect to its other clients, BRG will

charge for all other services provided and for other charges and disbursements incurred in

rendering services to the Debtors. These customary items include, among other things, travel and

lodging expenses, business meals, costs of reproduction, research, communications, our legal

counsel, any applicable sales or excise taxes and other direct expenses. Internal costs or overhead

cost and document production services (including regular secretarial and word processing time)

will not be charged for separately.

16. Regardless of the time and manner of interim compensation, BRG

understands that, subject to this Court’s orders, BRG will be required to follow the procedures for

final allowance of fees at the end of the bankruptcy cases.

17. No promises have been received by BRG, nor any employee or independent

contractor thereof, as to payment or compensation in connection with these cases other than in

accordance with the provisions of the Bankruptcy Code. Except for internal agreements among

the employees and independent contractors of BRG regarding the sharing of revenue or

compensation, neither BRG nor any of its employees or independent contractors has entered into

an agreement or understanding to share compensation as described in Bankruptcy Rule 2016.

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No Duplication of Services

17. BRG believes that the services it provides to Intelsat Luxembourg will not duplicate

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

Specifically, BRG will carry out unique functions and will use reasonable efforts to coordinate

with the Debtors and the other professionals retained in these chapter 11 cases to avoid the

unnecessary duplication of services.

18. By reason of the foregoing, I believe BRG is eligible for employment and retention

by the Debtors pursuant to sections 327(a) (as modified by sections 1107(b)), 330, and 331 of the

Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is

true and correct to the best of my knowledge and belief.

Dated: June 9, 2020 /s/ Stephen L. Coulombe Boston, Massachusetts Stephen L. Coulombe Managing Director Berkeley Research Group, LLC

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Schedule 1 LIST OF POTENTIAL PARTIES IN INTEREST

Debtor G2 Satellite Solutions Intelsat (Luxembourg) S.A. Galaxy 11 Holding Company, Inc. Intelsat Align S.A.R.L. Galaxy 12 Holding Company, Inc. Intelsat Alliance LP Galaxy 13 Holding Company, Inc. Intelsat Asia Carrier Services, LLC Galaxy 14 Holding Company, Inc. Intelsat Connect Finance S.A. Galaxy 15 Holding Company, Inc. Intelsat Envision Holdings LLC Galaxy 16 Holding Company, Inc. Intelsat Finance Bermuda Ltd. Galaxy 17 Holding Company, Inc. Intelsat Genesis GP LLC Galaxy 18 Holding Company, Inc. Intelsat Genesis Inc. Galaxy 3C Holding Company, Inc. Intelsat Global Sales & Marketing Ltd. Horizons-1 Satellite LLC Intelsat Holdings LLC Horizons-2 Satellite LLC Intelsat Holdings S.A. Horizons-3 Japan Branch Intelsat International Employment LLC Horizons-3 License LLC Intelsat International Systems, LLC Horizons-3 Satellite LLC Intelsat Investment Holdings S.à r.l. IGS LLC - Korea Branch Intelsat Investments S.A. IGSML - UAE Branch Office Intelsat Jackson Holdings S.A. Intelsat (Bermuda), Ltd Intelsat License Holdings LLC Intelsat (Gibraltar) Limited Intelsat License LLC Intelsat (Luxembourg) Finance Company Intelsat S.A. Sarl Intelsat Satellite LLC Intelsat (Poland) Sp. Z o.o. Intelsat Service and Equipment LLC Intelsat (Poland) Sp. Z o.o. Luxembourg Intelsat Subsidiary (Gibraltar) Limited Branch Intelsat UK Financial Services Ltd. Intelsat Africa (Pty.) Ltd. Intelsat US Finance LLC Intelsat Asia (Hong Kong) Limited Intelsat US LLC Intelsat Asia Carrier Services, Inc. Intelsat Ventures S.A.R.L. Intelsat Asia Pty. Ltd. Intelsat Virginia Holdings LLC Intelsat Asia Pty. Ltd. (Philippines Branch) PanAmSat Europe Corporation Intelsat Australia Pty. Ltd. PanAmSat India LLC Intelsat Brasil Ltda. PanAmSat India Marketing L.L.C. Intelsat Brasil Servicos de Telecomunicacao PanAmSat International Holdings, LLC Ltda. PanAmSat International Sales, LLC Intelsat Canada ULC Southern Satellite Licensee LLC Intelsat China (Hong Kong) Limited Southern Satellite LLC Intelsat Clearinghouse LLC Intelsat Corporation Known Affiliates - JV Intelsat Cosmos LLC Access PAS-France Intelsat de Colombia S.A. Access PAS-Germany Intelsat Finance Nevada LLC AccessPas, Inc. Intelsat France SAS Beijing Representation Office Intelsat Galaxy Europe*Star Gesellschaft Fuer Intelsat General Satellitenkommunukation mBH Intelsat General Communications LLC

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Intelsat Germany GmBH IS 14 Holding Company, Inc. Intelsat Global Holdings S.A. Mountainside Teleport LLC Intelsat Global S.A. Netune Communications, Inc. Intelsat Global Service LLC New Dawn Distribution Company Ltd Intelsat Global Services LLC New Dawn Satellite Company Ltd Intelsat Global Subsidiary S.A. Pamamsat Sistemas de Comunicacao DTH Intelsat Holding Corporation do Brasil Ltda Intelsat Holdings, Ltd PanAmSat Africa (Pty.) Limited Intelsat Horizons-3 LLC PanAmSat Asia Carrier Services, Inc. Intelsat India PanAmSat Capital Corporation Intelsat India Private Limited PanAmSat Communications Japan, Inc. Intelsat Intermediate Holding Company S.A. PanAmSat Corporation Intelsat Intermediate LLC PanAmSat de Mexico S de RL de CV Intelsat International Employment, Inc. PanAmSat do Brasil, Ltda. Intelsat Ireland Operations Ltd. PanAmSat Europe Limited Intelsat Ireland Operations Unlimited PanAmSat France Intelsat Israel Ltd. PanAmSat France SAS Intelsat Jackson Holdings, Ltd PanAmSat H2 Intelsat Kommunikations GmbH PanAmSat H-2 Licensee LLC Intelsat LLC PanAmSat India, Inc. Intelsat Luxembourg Investment S.A.R.L. PanAmSat International Sales, Inc. Intelsat Management LLC PanAmSat International Systems Marketing, Intelsat Marketing India Private Limited L.L.C. Intelsat New Dawn (Gibraltar) Limited PanAmSat Licensee Corporation Intelsat New Dawn Company, Ltd. PanAmSat Licensee LLC Intelsat North America LLC PanAmSat Limited Liab. Co. Intelsat Norway AS PanAmSat Satellite Europe Limited Intelsat Operations S.A. PanAmSat Satellite Galaxy 10R, Inc. Intelsat Peru PanAmSat Satellite Galaxy 11, Inc. Intelsat Phoenix Holdings S.A. PanAmSat Satellite Galaxy 12, Inc. Intelsat Properties Corporation PanAmSat Satellite Galaxy 13, Inc. Intelsat Riverside Teleport Corporation PanAmSat Satellite Galaxy 14, Inc Intelsat Satellite Communications Limited PanAmSat Satellite Galaxy 15, Inc. Intelsat Satellite Galaxy 17 Inc. PanAmSat Satellite Galaxy 16, Inc. Intelsat Satellite Galaxy 18 Inc. PanAmSat Satellite Galaxy 17, Inc. Intelsat Satellite IS 11, Inc. PanAmSat Satellite Galaxy 18, Inc. Intelsat Satellite IS 14, Inc. PanAmSat Satellite Galaxy 1R, Inc. Intelsat Senegal S.a.r.l PanAmSat Satellite Galaxy 3C, Inc. Intelsat Service and Equipment Corporation PanAmSat Satellite Galaxy 3R, Inc. Intelsat Singapore Pte. Ltd. PanAmSat Satellite Galaxy 4R, Inc. Intelsat Subsidiary Holding Company S.A. PanAmSat Satellite Galaxy 5, Inc. Intelsat USA Licensee LLC PanAmSat Satellite Galaxy 9, Inc. Intelsat USA Sales LLC PanAmSat Satellite HGS 3, Inc. Intelsat Venezuela PanAmSat Satellite HGS 5, Inc. Intelsat, Ltd PanAmSat Satellite Leasat F5, Inc. International Systems LLC, Japan Branch PanAmSat Satellite PAS 10, Inc. IS 11 Holding Company, Inc. PanAmSat Satellite PAS 1R, Inc.

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PanAmSat Satellite PAS 2, Inc. Justin Bateman PanAmSat Satellite PAS 3, Inc. Mark Rasmussen PanAmSat Satellite PAS 4, Inc. Michael DeMarco PanAmSat Satellite PAS 5, Inc. Michael Foreman PanAmSat Satellite PAS 6B, Inc Michelle Bryan PanAmSat Satellite PAS 7, Inc. PanAmSat Satellite PAS 8, Inc. Mohsin Meghji PanAmSat Satellite PAS 9, Inc. Paul Keglevic PanAmSat Satellite SBS 6, Inc. PanAmSat Services, Inc. Robert Callahan PAS 10 Holding Company, Inc. Samer Halawi PAS 1R Holding Company, Inc. Stephen Spengler PAS 5 Holding Company, Inc. Thomas Ferguson PAS 7 Holding Company, Inc. PAS 8 Holding Company, Inc. PAS 9 Holding Company, Inc. Significant Equity Holders PAS International Employment, Inc. Apollo Capital Management, L.P PAS International LLC Atlas Square Partners, LLP SAF - Senegal Branch BC Partners Inc. Service and Equipment Corporation Belerion Capital Group Ltd Sonic Telecom Limited-UK Blackrock Fund Advisors Southern Satellite Corp. Canyon Capital Advisors, LLC Southern Satellite Licensee Corporation Citadel Advisors, LLC Southern Satellite LLC - Argentina Branch Corriente Advisors, LLC Southern Satellite LLC - Peru Branch Cyrus Capital Partners, L.P. and related USHI, LLC entities WPCom de RL de CV (Mexico) D.E. Shaw & Company, L.P. Zeus Merger One Limited Dimensional Fund Advisors, L.P. (U.S.) Zeus Merger Two Limited Discovery Capital Management, LLC Zeus Special Subsidiary Limited (Finance Franklin Advisers, Inc. Co) Goldman Sachs & Co. LLC Healthcare of Ontario Pension Plan Independent Director Invesco Advisers, Inc. Jill Frizzley J.M. Hartwell, L.P. Jonathan Foster Key Square Group, L.P. MIG Capital, LLC Director/Officer Millennium Management, LLC Bruno Fromont Nokota Management, L.P. David McGlade Pentwater Capital Management, L.P. David Tolley PointState Capital, L.P. Edward Kangas Serafina S.A. Gary Begeman Slate Path Capital, L.P. General Ellen Pawlikowski Solus Alternative Asset Management, L.P. Jacqueline D. Reses State Street Global Advisors (SSGA) Jeffrey Stein The Vanguard Group, Inc. John Diercksen UBS Financial Services, Inc. (Investment Advisor)

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Bondholders - Indentured Trustee AlixPartners, LLP Bank of America N.A. Arent Fox LLP BOK Financial, N.A. Brown Rudnick, LLP Credit Suisse Securities (USA) LLC Centerview Partners Delaware Trust Company Houlihan Lokey Fenner & Smith Inc Jenner & Block LLP JP Morgan Security LLC Jones Day Merrill Lynch Katten Muchin Rosenman LLP Pierce Loyens & Loeff Luxembourg Sarl U.S. Bank National Association Orrick, Herrington & Sutcliffe LLP Wells Fargo Bank, NA Paul, Weiss, Rifkind, Wharton & Garrison Wilmington Savings Fun Society, FSB LLP Wilmington Trust, NA Province, Inc. Pryor Cashman LLP Banks/Lender/UCC Lien Quinn Emanuel Urquhart & Sullivan LLP Parties/Administrative Agents Ropes & Gray LLP Bank of America N.A. Seward & Kissel LLP Citibank N.A. – Korea Branch Spotts Fain PC Citibank N.A. Banamex Troutman Sanders LLP Credit Suisse AG Willkie Farr & Gallagher LLP Goldman Sachs Lending Partners LLC HSBC Bank USA Secured Lenders JPMorganCC ABRY Partners, LLC Mizuho Alcentra Limited Morgan Stanley Senior Funding, Inc. Alcentra NY LLC National Bank of Canada AllianceBernstein Holding LP Novo Banco AllianceBernstein, L.P. (U.S.) Royal Bank of Canada Allianzgi Global Investors Signature Bank Allstate Investment Management Company U.S. Bank National Association Allstate Investments, LLC UBS Loan Finance Allstate Life Insurance Company Angelo Gordon & Company LLP Debtor Bankruptcy Professionals AngelPoint Asset Management Alvarez and Marsal APG Asset Management US, Inc. Kekst and Company Apollo Credit Management, LLC Kirkland & Ellis LLP Apollo Global Management, LLC Kutak Rock Apollo Capital Management, L.P PJT Partners LP Arena Capital Advisors, LLC Ares Management Corporation Surety Bonds Ares Management, LLC Agencia de Regulacion y Control de las Aurelius Capital Management, LP- FM Telecomunicaciones (ARCOTEL) Bain Capital Credit, L.P. U.S. Customs and Border Protection Bank of America United States Treasury Bank of Nova Scotia, The University of Chile Barclays Bank PLC Benefit Street Partners, L.L.C. Other Professionals BlackRock Financial Management Inc Akin Gump Strauss Hauer & Feld LLP

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BlackRock Institutional Trust Company, NA Mitsubishi UFJ Financial Group BMO Capital Markets Morgan Stanley Bank National Association BNP Paribas Securities Corporation MSD Capital Boston Management and Research Muzinich & Company, Inc. Calamos Asset Management Inc Neuberger Berman Fixed Income LLC Capital Research & Management Company Neuberger Berman Group Llc (U.S.) Neuberger Berman Investment Advisers, Carlson Capital LP LLC Cedarview Capital Management Neuberger Berman LLC CI Investments, Inc. New York Life Investment Management Citibank, N.A. LLC Credit Suisse Alternative Capital, LLC Newfleet Asset Management LLC Crescent Capital Group LP Oaktree Capital Management, L.P. Deutsche Bank AG New York Branch Octagon Credit Investors LLC Deutsche Investment Management Americas Pacific Investment Management Company DoubleLine Capital, L.P. LLC Eaton Vance (Funds) Pacific Life Fund Advisors, LLC Eaton Vance Management Inc Park Avenue Institutional Advisers ECO Management LP PGIM, Inc. Federated Investment Management PineBridge Investments, LLC Company PPM America, Inc. FMR LLC Providence Equity Partners Inc Franklin Mutual Advisers LLC Providence Equity Partners LLC GMO LLC Prudential Investment Management Inc Goldman Sachs Asset Management LP Putnam Advisory Company LLC Goldman Sachs Bank USA Putnam Investments Guardian Investor Services, LLC Seix Investment Advisors LLC Harbert Management Corporation Sentinel Dome Partners, LLC HG Vora Capital Management LLC Snowcat Capital Management, L.P. Highland Capital Management LP Societe Generale Invesco Canada Ltd. Solus Alternative Asset Management, L.P. Invesco Senior Secured Management Inc Sound Point Capital Management LP Invesco, Ltd Spring Creek Investment Management Ivy Investment Management Co Stone Harbor Investment Partners, L.P. JP Morgan Chase Bank, N.A. SunTrust Bank JPMorgan Asset Management Symphony Asset Management, LLC KDP Asset Management Inc T. Rowe Price Associates, Inc. KKR Asset Management LLC TBK Bank, SSB KKR Credit Advisors (US), LLC TCW Asset Management Company KKR FI Advisors LLC The Guardian Life Insurance Company of Kohlberg Kravis Roberts & Co America Loews Corp. (Asset Management) Thornburg Investment Management MacKay Shields, LLC Thrivent Asset Management, LLC Macquarie Capital Group Limited Thrivent Financial Manulife Asset Management (US) LLC USAA Capital Corporation Marathon Asset Management, L.L.C. Varde Partners Metropolitan West Asset Management Virtus Group LP

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Wells Capital Management, Inc. Tele2 Sverige AB York Capital Management LP Teleglobe International Ltd. (UK) Triaton GmbH Global Comm. Services -D Litigation Tryco International, Inc. - Guinea Bisseau Auctionomics Inc. Williams Communication Group Ltd. -G Don Jacobs in his individual capacity Emerging Markets Communications, LLC Insurance - PFA Gerrys Information Technology (Pvt) Ltd Aesir Space Gilat Telecom AIG Group Goldfarb & Huck (R. Omar Riojas) Allianz International Telecommunications Satellite Allianz Global Corporate & Specialty Organization (ITSO) Altitude Risk Partners Italo Perreira AmTrust ITSO Arbitration ARTI Jason Andrews Assure Space Luxspace Atrium Space Insurance Consortium Marian Joh AXA Corporate Solutions Assurance Maritime Telecommunications Network, AXA XL Paris Inc. AzRe Reinsurance OJSC Phillip S. Morales Beazley Syndicate SES Americom, Inc. Berkshire Hathaway Specialty Insurance Chaucer Holdings Former Shareholders Chubb Limited Beednet Group Elseco Limited CapRock UK, Ltd. Factory Mutual Comsat International General Insurance Corporation of India EADS-Multicoms Generali Ethiopian Telecomm. Corporation Global Aerospace Flowline Communications Ltd. (G) Hamilton Syndicate International Telecomm. & Networks, Inc. HamiltonRe Iraq Telecommunications & Post Company Hannover Re Loral Cyberstar (D) Hartford Financial Services Group Loral Cyberstar GmbH (UK) HDI Global Specialty SE Ministère des Transports et des Hiscox Communications Hyundai Marine & Fire Group Ministry of Communications (Kuwait) Ingosstrakh Ministry of Maritime Affairs, Transportation IRB Brasil RE & Comm (Croatia) Korean Re Ministry of Ptt (Algeria) La Reunion Spatiale Ministry of Transport & Comm. (Kgz) Liberty Mutual Group M-S Electroteks Limited Lloyd's of London MultiPoint Communications Ltd. MAPFRE Global Risks Muslim Television Mitsui Sumitomo Insurance Company National Transcommunications Ltd. Munich Re Orblynx UK Ltd. Munich Re Syndicate Ltd Outremer Telecom (Martinique) Occam (Sciemus) Primus Telecommunications UK Ltd. Occam Underwriting Limited

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PartnerRe Telespazio PartnerRe Ireland Insurance Tim S.A. Sanlam Ltd Tryco International, Inc. - Guinea Bisseau Satec SRL Tysons Corner Office I, LLC Scor UK Company Ltd U.S. Bank National Association Sompo Wells Fargo Bank, NA Starr Aviation Starr Aviation - Hallmark Unsecured Lenders Starr Hallmark 1832 Asset Management, L.P. Starr Indemnity & Liability Company Aberdeen Standard Investments (U.S.) Swiss Re AEGON USA Investment Management, Tokio Marine LLC Tokio Marine Group Aequim Alternative Investments, L.P. Tokio Marine Kiln AllianceBernstein, L.P. (U.S.) Watkins Syndicate Allianz Global Investors U.S., LLC XL Catlin London Amundi Pioneer Asset Management, Inc. XL Specialty Insurance Antara Capital LP Zurich American Insurance Company APG Asset Management US, Inc. Apollo Capital Management, L.P Top 40 Creditors Appaloosa, L.P. Azercosmos Ojsco Ares Management, LLC Celcom (Malaysia) Sdn. Bhd. (167469-A) Aristeia Capital, LLC Disney Channel, The Aviva Investors Americas, LLC Emetel Sociedad Anonima Bain Capital Credit, L.P. Etisalat Barclays Capital, Inc. Fox Entertainment Group, Inc. Barings, LLC International Telecommunications Satellite Beach Point Capital Management, L.P. Organization (ITSO) Benefit Street Partners, L.L.C. Iraq Telecommunications & Post Company BlackRock Advisors, LLC Joseph A. Jankowski BlueBay Asset Management, LLP JSAT International, Inc. BMO Asset Management U.S. Ktsat BNP Paribas Securities Corporation Lockheed Martin Australia Pty Ltd Brean Asset Management, LLC Mercury Servicos de Telecommunicacoes, Brigade Capital Management, L.P. Sarl Grupo BVK- Beamtenversicherungskasse des Ministry of Maritime Affairs, Transportation Kantons Zurich & Comm (Croatia) Calamos Advisors, LLC Ministry of Ptt (Algeria) Capital Research & Management Company Ministry of Transport & Comm. (Kgz) (U.S.) New Skies Satellites CI Investments, Inc. Optus Satellite Pty Ltd Citigroup Global Markets, Inc. Patricia Ewing Columbia Management Investment Pension Benefit Guaranty Corporation Advisers, LLC PT Indosat Davidson Kempner Capital Management, Radio Television Guatemala, S.A. - Canal 3 L.P. Telefonica de Argentina S.A. DBX Advisors, LLC Telenor Satellite Broadcasting AS Deutsche Bank AG, London

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Discovery Capital Management, LLC Morgan Stanley & Company, LLC DoubleLine Capital, L.P. Morgan Stanley Investment Management DW Partners, L.P. Inc. DWS Investment Management Americas, Muzinich & Company, Inc. Inc. Napier Park Global Capital (US), L.P. Eaton Vance Management Inc Neuberger Berman Investment Advisers, Employees Retirement System of Texas LLC Empyrean Capital Partners, L.P. New Generation Advisors, LLC Federated Investment Management New Generation Advisors, LLC Company NNIP Advisors B.V. Fidelity Management & Research Company Nokota Management, L.P. Fisch Asset Management AG Nomura Corporate Research and Asset Fort Washington Investment Advisors, Inc. Management, Inc. (U.S.) Franklin Advisers, Inc. Northern Trust Investments, Inc. FS KKR Capital Corp. Nykredit Asset Management A/S Garland Business Corp Oaktree Capital Management, L.P. Geode Capital Management, LLC Observatory Capital Management, LLP GoldenTree Asset Management, L.P. (U.S.) Omega Advisors, Inc. Goldman Sachs Asset Management, L.P. Pacific Life Fund Advisors, LLC (U.S.) Pentwater Capital Management, L.P. GSO / Blackstone Debt Funds Management, PGIM, Inc. LLC Phoenix Investment Adviser, LLC Guardian Investor Services, LLC PIMCO Heights Capital Management, Inc. PineBridge Investments, LLC Highbridge Capital Management, LLC PointState Capital, L.P. HSBC Global Asset Management (USA), PPM America, Inc. Inc. Principal Global Investors, LLC HSBC Trinkaus & Burkhardt AG Putnam Investment Management, LLC Invesco Advisers, Inc. RBC Capital Markets, LLC Invesco Capital Management, LLC RBC Dominion Securities, Inc. J.P. Morgan Investment Management, Inc. Redwood Capital Management, LLC J.P. Morgan Securities, LLC Royal London Asset Management, Ltd Janus Capital Management, LLC RP Investment Advisors, L.P. KKR Credit Advisors (US), LLC Schroder Investment Management North Littlejohn & Co., LLC America, Inc. Loews Corp. (Asset Management) Scotia Capital, Inc. Loomis Sayles & Company, L.P. SEB Investment Management AB Lord, Abbett & Co., LLC (Asset Sentinel Dome Partners, LLC Management) SG Americas Securities, LLC MacKay Shields, LLC Shenkman Capital Management, Inc. Manulife Investment Management (U.S.), Silverback Asset Management, LLC LLC SKY Harbor Capital Management, LLC Mason Street Advisors, LLC Snowcat Capital Management, L.P. Mellon Investments Corporation Solus Alternative Asset Management, L.P. Melqart Asset Management (UK), Ltd Soros Fund Management, LLC MFS Investment Management State Street Global Advisors (SSGA) MidOcean Credit Partners Stone Harbor Investment Partners, L.P.

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Symphony Asset Management, LLC SoftBank Corp T. Rowe Price Associates, Inc. Speedcast Communications, Inc. TCW Investment Management Company SpeedCast Limited Third Point, LLC Telecom Italia Thrivent Asset Management, LLC Telefonica, S.A. TIG Advisors, LLC The MultiChoice Group UBS Asset Management (Americas) Inc. The Walt Disney Company UBS Securities, LLC Turner Broadcasting System, Inc. Universal-Investment-Gesellschaft mbH U.S. Department of Defense Victory Capital Management, Inc. United Nations Voya Investment Management, LLC Verizon Waterfall Asset Management, LLC Verizon Business Services Wellington Management Company, LLP Wells Capital Management, Inc. Utilities Wells Fargo Securities, LLC HBI Roll Off, Inc. Western Asset Management Company Napa Garbage Whitebox Advisors, LLC Republic Services Trash Waste Management Customers At&T Governmental/Regulatory Agencies Australian Defence Force NY State Department of Taxation and Corporacion de Radio y Television del Finance Norte State of California Franchise Tax Board Defence Materiel Organisation State of NJ Department of Treasury DirecTV Latin America LLC Wisconsin Department of Revenue DirecTV, LLC Discovery Communications LLC Taxing Authority Emerging Markets Communications, LLC Administration Des Contributions Directes Fox Entertainment Group, Inc. Afip GCI Communication Corp. Arapahoe County Treasurer Global Eagle Servicos de Telecomunicacoes Australian Tax Office Ltda Broward County Tax Collector Gogo LLC California Department Of Tax And Fee Home Box Office, Inc. Administration Hughes Network Systems, LLC Chef Du Bureau De Recouvrement De Kvh Industries Dakar Plateau Leonardo S.p.A. Chiyoda Metropolitan Tax Office Marlink AS City & County Of Honolulu Ministry of Transport and Communications City Of Conyers of Myanmar City Of Coral Gables Multichoice Support Services Proprietary City Of Yokohama Limited Colorado Department Of Revenue Orange S.A. Comptroller Of Maryland Panasonic Avionics Corporation Connecticut Department of Revenue Saudi Telecom Company County Of Fairfax Sentech Ltd County Of Loudoun Sky Brasil Servicos Ltda. Dc Office Of Tax And Revenue Dekalb County Government

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Dekalb County Tax Commissioner Arianespace Department Of Revenue Services ASC Signal Corporation Douglas County Treasurer Ascender HCM Asia Pte Ltd Federal Communications Commission Astrium SAS Finanzamt Bad Kissingen At&T Franchise Tax Board Auctionomics Inc. Georgia Department Of Revenue Australian Tax Office Government Of India - Gst Automatic Data Processing Limited Hawaii State Tax Collector Azercosmos Ojsco HM Revenue & Customs Bank of America Income Tax Department India Bank of America Merrill Lynch Inspection Of Federal Tax Service Moscow BCom Offshore Sal No 5 Boeing Satellite Systems, Inc. London Borough Of Hounslow Boston Consulting Group Inc Los Angeles County Tax Collector Broward County Tax Collector Miami-Dade Tax Collection BT Americas Inc. Ministerio Da Fazenda Bundeskasse Trier Montgomery County California Department Of Tax And Fee Napa County Tax Collector Administration Nc Department Of Revenue Caprock Comunicacoes do Brasil Ltda New Jersey Corporation Tax Carousel Industries of North America Inc. Nyc Department Of Finance Cass Information Systems Inc. Nys Department Of Taxation And Finance CDW Direct, LLC Recette Centrale Chef Du Bureau De Recouvrement De Riverside County Treasurer Dakar Plateau Secretaria De Estado De Fazenda Chiyoda Metropolitan Tax Office Secretaria Municipal De Fazenda City & County Of Honolulu State Of New Jersey City Of Conyers Tesoreria De La Federacion City Of Coral Gables Treasurer, City & County Of Denver City Of Yokohama Universal Service Administrative Company Colorado Department Of Revenue Ventura County Communications & Power Industries, Inc Virginia Department Of Taxation (CPI) Washington County Treasurers Office Comptroller Of Maryland Comtech EF Data Vendors County Of Fairfax 5G Everywhere in America County Of Loudoun AccuOSS Credit Suisse USA LLC Administration Des Contributions Directes David McGlade Afip Dc Office Of Tax And Revenue Africa Mobile Networks Dekalb County Government Agencia Nacional de Telecomunicacoes - Dekalb County Tax Commissioner Anatel Dell Marketing LP Altran Act SAS Deloitte Consulting LLP Aon Risk Services Companies Inc Deloitte Tax, LLP Aon UK Limited Department Of Revenue Services Arapahoe County Treasurer Depository Trust & Clearing Corporation

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Discovery Communications LLC (Pty) Ltd Douglas County Treasurer Lockheed Martin Corporation EastBanc Technologies Lockheed Martin Corporation Commercial EchoStar Communications Corporation Space Systems Edward Kangas London Borough Of Hounslow EMCOR Services Los Angeles County Tax Collector Encompass Digital Media Uruguay SA Marlink AS ePlus Technology Inc. Marsh USA Inc. ESPN McDermott, Will & Emery Etisalat Medco Health Solutions Inc EuropeStar MetLife Federal Reserve Bank MPLS Miami-Dade Tax Collection Finanzamt Bad Kissingen Microsoft Corporation Franchise Tax Board Ministerio Da Fazenda General Dynamics Mission Systems Inc Montgomery County General Dynamics SATCOM Technologies, Moody's Canada Inc Inc. Napa County Tax Collector Georgia Department Of Revenue National Information & Communications Gilat Satellite Networks Ltd Technology Authority Globalization Partners Inc Nc Department Of Revenue Goldman Sachs Lending Partners LLC Nevion USA, Inc. Government Of India - Gst New Jersey Corporation Tax GTT Communications Inc Northrop Grumman Innovation Systems Hawaii State Tax Collector NuRan Wireless HM Revenue & Customs Nyc Department Of Finance Hogan Lovells US LLP Nys Department Of Taxation And Finance Horizon-3 Satellite LLC Oracle Corporation Horizons Satellite Holdings LLC Orbital Sciences Corporation Hughes Network Systems, LLC Paul, Weiss, Rifkind, Wharton & Garrison Impact Unlimited Inc dba Impact XM LLP Income Tax Department India PJT Partners LP Inspection Of Federal Tax Service Moscow PlanSource Benefits Administration Inc No 5 Quyn Payroll Services Pty Ltd International Telecommunications Satellite Rand Construction Corporation Organization (ITSO) Recall Ledger Desenvolvimento John Diercksen Recette Centrale JP Morgan Chase Bank, N.A. Riverside County Treasurer JSAT International, Inc. Robert Callahan JSC Gazprom Space Systems Royal Bank of Canada Kirkland & Ellis LLP Safran Data Systems SAS KPMG LLP Sandown Travel (Pty) Ltd Kratos Communications Inc. Sansa Space Operations Kymeta Corporation Saudi Net Link Company Ltd Lechwerke AG Schneider Electric IT USA Inc Level 3 Communications LLC Secova Inc Lewis PR Inc Secretaria De Estado De Fazenda Liquid Telecommunications South Africa Secretaria Municipal De Fazenda

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SEI Private Trust Company UCC Members Skadden, Arps, Slate, Meagher & Flom LLP BOK Financial, N.A. SoftBank Corp Delaware Trust Company Space Communication Ltd JSAT International, Inc. Space Logistics LLC Pension Benefit Guaranty Corporation Space Systems/Loral LLC Tysons Corner Office I, LLC Spaceflight Industries Inc. U.S. Bank National Association Speedcast Communications, Inc. SSC Space US Inc U.S. Trustee Office ST Engineering iDirect (Europe) CY NV B. Webb King Standard & Poor's John P. Fitzgerald III State Of New Jersey June E. Turner T. Rowe Price Services, Inc. Kathryn R. Montgomery Teledyne Paradise Datacom Kenneth N. Whitehurst, III Telehouse International Corporation of Peggy T. Flinchum Europe Limited (Telehouse) Shannon F. Pecoraro Telenor Theresa E. McPherson Telenor Satellite Broadcasting AS Telesat International Ltd Bankruptcy Judges Telstra Incorporated Hon. Keith L. Phillips Tesoreria De La Federacion Hon. Kevin R. Huennekens Thales Alenia Thales Alenia Space Thales Alenia Space France SES The Boeing Co. Towers Watson Delaware Inc Treasurer, City & County Of Denver U.S. Bank National Association United Healthcare Insurance Company United States Treasury Universal Service Administrative Company Ventura County Verizon Virginia Department Of Taxation Visionary Investment Co Ltd Wachtell, Lipton, Rozen & Katz Washington County Treasurers Office Wiley Rein LLP Wilmington Trust FSB World Wide Technology Inc XipLink Inc Zayo Group LLC

UCC Professionals FTI Consulting Milbank LLP Moelis

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Schedule 2 List of parties in interest, or affiliates thereof, that currently engage BRG, sorted by their relationship to the Debtors, that are unrelated to these Cases

Significant Equity Holders Secured Lenders Apollo Capital Management, L.P Allstate Investment Management Company UBS Financial Services, Inc. (Investment Allstate Investments, LLC Advisor) Allstate Life Insurance Company Apollo Credit Management, LLC Bondholders - Indentured Trustee Apollo Global Management, LLC Bank of America N.A. Apollo Capital Management, L.P Credit Suisse Securities (USA) LLC Arena Capital Advisors, LLC JP Morgan Security LLC Ares Management Corporation U.S. Bank National Association Ares Management, LLC Wells Fargo Bank, NA Bain Capital Credit, L.P. Wilmington Savings Fun Society, FSB Bank of America Barclays Bank PLC Banks/Lender/UCC Lien Benefit Street Partners, L.L.C. Parties/Administrative Agents Citibank, N.A. Bank of America N.A. Credit Suisse Alternative Capital, LLC Citibank N.A. – Korea Branch Deutsche Bank AG New York Branch Citibank N.A. Banamex JP Morgan Chase Bank, N.A. Credit Suisse AG JPMorgan Asset Management HSBC Bank USA KKR Credit Advisors (US), LLC JPMorganCC Morgan Stanley Bank National Association Mizuho Oaktree Capital Management, L.P. Morgan Stanley Senior Funding, Inc. Pacific Investment Management Company National Bank of Canada LLC Royal Bank of Canada SunTrust Bank U.S. Bank National Association Varde Partners UBS Loan Finance Wells Capital Management, Inc.

Surety Bonds Insurance - PFA U.S. Customs and Border Protection AIG Group Other Professionals Chubb Limited Jones Day Hartford Financial Services Group Katten Muchin Rosenman LLP Tokio Marine Quinn Emanuel Urquhart & Sullivan LLP Tokio Marine Group Tokio Marine Kiln

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Zurich American Insurance Company Utilities Republic Services Trash Top 40 Creditors Waste Management U.S. Bank National Association Wells Fargo Bank, NA Taxing Authority HM Revenue & Customs Unsecured Lenders Apollo Capital Management, L.P Vendors Ares Management, LLC At&T Bain Capital Credit, L.P. Bank of America Benefit Street Partners, L.L.C. Bank of America Merrill Lynch Citigroup Global Markets, Inc. Boeing Satellite Systems, Inc. HSBC Global Asset Management (USA), Credit Suisse USA LLC Inc. Dell Marketing LP HSBC Trinkaus & Burkhardt AG HM Revenue & Customs J.P. Morgan Investment Management, Inc. JP Morgan Chase Bank, N.A. J.P. Morgan Securities, LLC McDermott, Will & Emery KKR Credit Advisors (US), LLC MetLife Oaktree Capital Management, L.P. Microsoft Corporation PIMCO Oracle Corporation RBC Capital Markets, LLC Royal Bank of Canada RBC Dominion Securities, Inc. SoftBank Corp Soros Fund Management, LLC Speedcast Communications, Inc. UBS Asset Management (Americas) Inc. The Boeing Co. UBS Securities, LLC U.S. Bank National Association Wells Capital Management, Inc. United Healthcare Insurance Company Wells Fargo Securities, LLC UCC Professionals Customers FTI Consulting At&T DirecTV Latin America LLC UCC Members DirecTV, LLC U.S. Bank National Association Panasonic Avionics Corporation SoftBank Corp Speedcast Communications, Inc. SpeedCast Limited