EXHIBIT 4.14
================================================================================
ECHOSTAR DBS CORPORATION
6 3/8% SENIOR NOTES DUE 2011
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 31, 2003
U.S. Bank National Association
Trustee
================================================================================
FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 2003 (the
"Supplemental Indenture"), among EchoStar DBS Corporation, a Colorado
corporation (the "Company"), EchoStar Satellite Operating Corporation, a
Colorado corporation (the "New Guarantor"), and U.S. Bank National Association,
as trustee (the "Trustee"), to the indenture, dated as of October 2, 2003 (the
"Original Indenture"), among the Company, the Guarantors (as defined in the
Original Indenture) and the Trustee, for the 6 3/8% Senior Notes due 2011 (the
"Notes") of the Company.
RECITALS
The Company, the Guarantors and the Trustee have heretofore executed
and delivered the Original Indenture providing for the issuance of the Notes.
The Company or one of the Guarantors has determined to transfer
property or assets to the New Guarantor.
Pursuant to Section 4.13 of the Original Indenture, the Company and the
New Guarantor have duly authorized the execution and delivery of this
Supplemental Indenture to provide for the addition of the New Guarantor to the
list of Guarantors under the Original Indenture.
New Guarantor has executed and delivers herewith the guarantee (the
"New Guarantee") attached hereto as Exhibit A.
All things necessary (i) to make the New Guarantee when executed by the
New Guarantor and delivered hereunder the valid obligations of the New Guarantor
and (ii) to make this Supplemental Indenture a valid agreement of the Company
and the New Guarantor, all in accordance with their respective terms, have been
done.
In consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt of
which is hereby acknowledged, it is mutually agreed as follows for the equal and
ratable benefit of the Holders of the Notes.
SECTION 1. Additional Subsidiary Guarantee.
Pursuant to Section 4.13 of the Original Indenture, New Guarantor is
hereby made a party to the Original Indenture as a "Guarantor", and as a
"Guarantor" the New Guarantor unconditionally guarantees all of the Company's
obligations under the Notes on the terms set forth in the Original Indenture.
SECTION 2. Effect on the Original Indenture.
Except as amended by this Supplement Indenture, the Original Indenture
shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 3. Governing Law.
The internal law of the State of New York shall govern and be used to
construe this Supplemental Indenture and the New Guarantee.
SECTION 4. Defined Terms.
Unless otherwise indicated, capitalized terms used in this Supplemental
Indenture and not defined shall have the respective meanings assigned to them in
the Original Indenture.
1
SECTION 5. Counterpart Originals.
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
SECTION 6. Effect of Headings.
Section headings herein are for convenience only and shall not affect
the construction hereof.
SECTION 7. Severability.
In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be effected or impaired thereby.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
ECHOSTAR DBS CORPORATION,
a Colorado corporation
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ECHOSTAR SATELLITE OPERATING CORPORATION,
as New Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
Exhibit A
GUARANTEE
EchoStar Satellite Operating Corporation and its successors under the
Indenture, dated as of October 2, 2003 (the "Indenture"), among EchoStar DBS
Corporation (the "Company"), the Guarantors (as defined in the Indenture, as
supplemented) and U.S. Bank National Association (the "Trustee"), for the 6 3/8%
Senior Notes due 2011 (the "Notes") of the Company, jointly and severally with
any other Guarantors, hereby irrevocably and unconditionally guarantees (i) the
due and punctual payment of the principal of, premium, if any, and interest on
the Notes, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of and interest, if any,
on the Notes, to the extent lawful, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee all in accordance
with the terms set forth in Article 10 of the Indenture, (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise and (iii) has agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Guarantee. Capitalized
terms used herein have the meanings assigned to them in the Indenture, as
amended and supplemented, unless otherwise indicated.
No stockholder, officer, director or incorporator, as such, past,
present or future, of EchoStar Satellite Operating Corporation shall have any
personal liability under this Guarantee by reason of his or its status as such
stockholder, officer, director or incorporator. This Guarantee shall be binding
upon EchoStar Satellite Operating Corporation and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
ECHOSTAR SATELLITE OPERATING CORPORATION
BY: /s/ XXXXX X. XXXXXXXXX
----------------------------------
NAME: XXXXX X. XXXXXXXXX
TITLE: SENIOR VICE PRESIDENT
