Second Supplemental Indenture relating to Hughes Satellite Systems Corporations 5.250% Senior Secured Notes due 2026, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as collateral agent

EX-4.24 3 exhibit424-xhsscxsecon.htm EXHIBIT 4.24 Exhibit
EXHIBIT 4.24


SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of August 10, 2017, 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”), HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (collectively, the “Supplemental Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”) and Wells Fargo Bank, National Association, as 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 July 27, 2016, relating to the 5¼% Senior Secured Notes due 2026 of the Company in original principal amount of $750,000,000 (the “Secured Notes”), as supplemented by the Supplemental Indenture, dated March 23, 2017, by and among the Company, the Guarantors, the Trustee and the Collateral Agent (as so supplemented, the “Secured Indenture”);

WHEREAS, the Company has formed two new Wholly Owned Subsidiaries, the Supplemental Guarantors;

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 becoming 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]


2




 
HUGHES SATELLITE SYSTEMS CORPORATION
 
 
 
 
By:
/s/ Dean A. Manson
 
Name:
Dean A. Manson
 
Title:
Executive Vice President, General Counsel & 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 & Secretary
 
 
 
HUGHES COMMUNICATIONS, INC.,
 
as a Guarantor
 
 
 
 
By:
/s/ Dean A. Manson
 
Name:
Dean A. Manson
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
HUGHES NETWORK SYSTEMS, LLC,
 
as a Guarantor
 
 
 
 
By:
/s/ Dean A. Manson
 
Name:
Dean A. Manson
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
HNS FINANCE CORP.,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
HUGHES NETWORK SYSTEMS
INTERNATIONAL SERVICE COMPANY,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
HNS REAL ESTATE, LLC,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
HNS-INDIA VSAT, INC.,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
HNS-SHANGHAI, INC.,
 
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
 
Name:
Dean A. Manson
 
 
 
Title:
Vice President, General Counsel & 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 & Secretary

[Signature Page to Second Supplemental Indenture – 2016 Secured Indenture]





 
 
ECHOSAR XI HOLDING L.L.C.,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
ECHOSAR XIV HOLDING L.L.C.,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary


[Signature Page to Second Supplemental Indenture – 2016 Secured Indenture]





 
 
CHEYENNE DATA CENTER L.L.C.,
 
 
as a Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
HNS AMERICAS, L.L.C.,
 
 
as a Supplemental Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
HNS AMERICAS II, L.L.C.,
 
 
as a Supplemental Guarantor
 
 
 
 
 
 
 
By:
/s/ Dean A. Manson
 
 
Name:
Dean A. Manson
 
 
Title:
Executive Vice President, General Counsel & Secretary


[Signature Page to Second Supplemental Indenture – 2016 Secured Indenture]






 
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
 
 
By:
/s/ Richard Prokosch
 
Name:
Richard Prokosch
 
Title:
Vice President



 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent
 
 
 
By:
/s/ Alexander Pabon
 
Name:
Alexander Pabon
 
Title:
Assistant Vice President


[Signature Page to Second Supplemental Indenture – 2016 Secured Indenture]