SECOND SUPPLEMENTAL INDENTURE

EX-4.1 2 a14-8954_1ex4d1.htm EX-4.1

Exhibit 4.1

 

SECOND SUPPLEMENTAL INDENTURE

 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of March 28, 2014, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Secured Indenture (the “Guarantors”), EchoStar XI Holding L.L.C. and EchoStar XIV Holding L.L.C., each a Colorado limited liability company (collectively, the “Supplemental Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Secured Indenture referred to below.

 

RECITALS

 

WHEREAS, the Company, the guarantors listed on the signature pages thereto and the Trustee and Collateral Agent entered into that certain Secured Indenture, dated as of June 1, 2011, relating to the 6½% Senior Secured Notes due 2019 of the Company in original principal amount of $1,100,000,000 (the “Secured Notes”), as supplemented by a Supplemental Indenture, dated as of June 8, 2011, by and among the Company, the Guarantors and the Trustee and Collateral Agent (as so supplemented, the “Secured Indenture”);

 

WHEREAS, pursuant to the Transaction Agreement, dated as of February 20, 2014, by and among the Company, Alpha Company LLC, EchoStar XI Holding L.L.C. and certain other parties thereto, on March 1, 2014, among other things, Alpha Company LLC merged with and into EchoStar XI Holding L.L.C. and, as a result of such merger and related transactions, the Supplemental Guarantors became Wholly Owned Subsidiaries of the Company;

 

WHEREAS, each of the Supplemental Guarantors is a Restricted Subsidiary of the Company; and

 

WHEREAS, pursuant to Section 4.13 of the Secured Indenture, each Supplemental Guarantor is required to become a Guarantor under the Secured Indenture; and

 

AGREEMENT

 

NOW, THEREFORE, the parties to this Second Supplemental Indenture hereby agree as follows:

 

Section 1. Each Supplemental Guarantor shall be a Guarantor under the Secured Indenture and be bound by the terms thereof applicable to Guarantors and each shall deliver an executed Guarantee pursuant to Section 11.02.

 

Section 2. This Second Supplemental Indenture is an amendment supplemental to the Secured Indenture, and the Secured Indenture and this Second Supplemental Indenture will henceforth be read together.

 



 

Section 3. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 

The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

[Signature pages follow]

 



 

 

HUGHES SATELLITE SYSTEMS CORPORATION

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

ECHOSTAR 77 CORPORATION

 

ECHOSTAR SATELLITE SERVICES L.L.C.

 

ECHOSTAR ORBITAL L.L.C.

 

ECHOSTAR GOVERNMENT SERVICES L.L.C.

 

ECHOSTAR SATELLITE OPERATING CORPORATION,

 

as Guarantors

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

HUGHES COMMUNICATIONS, INC.,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

HUGHES NETWORK SYSTEMS, LLC,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 



 

 

HNS FINANCE CORP.,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Vice President, General Counsel and Secretary

 

 

 

 

HUGHES NETWORK SYSTEMS INTERNATIONAL SERVICE COMPANY,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Vice President, General Counsel and Secretary

 

 

 

 

HNS REAL ESTATE, LLC,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Vice President, General Counsel and Secretary

 

 

 

 

HNS-INDIA VSAT, INC.,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Vice President, General Counsel and Secretary

 



 

 

HNS-SHANGHAI, INC.,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Vice President, General Counsel and Secretary

 

 

 

 

HELIUS, LLC,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Secretary

 

 

 

 

HELIUS ACQUISITION, LLC,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Secretary

 

 

 

 

ADVANCED SATELLITE RESEARCH, LLC,

 

as a Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Secretary

 

 

 

 

HNS LICENSE SUB, LLC,

 

as a Guarantor

 

 

 

 

By: Hughes Network Systems, LLC, its Sole Member

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 



 

 

EchoStar XI Holding L.L.C.

 

as a Supplemental Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

EchoStar XIV Holding L.L.C.

 

as a Supplemental Guarantor

 

 

 

 

By:

/s/ Dean A. Manson

 

Name:

Dean A. Manson

 

Title:

Executive Vice President, General Counsel and Secretary

 



 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent

 

 

 

 

By:

/s/ Richard Prokosch

 

Name:

Richard Prokosch

 

Title:

Vice President