Common use of Offer to Repurchase Upon Change of Control Event Clause in Contracts

Offer to Repurchase Upon Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1.00 in excess thereof) of such Holder’s EchoStar New Notes at a purchase price equal to 101% of the aggregate principal amount repurchased, together with accrued and unpaid interest, thereon to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Event, the Company will give a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14; (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed (the “Change of Control Payment Date”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all EchoStar New Notes or portions of EchoStar New Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes or portions of EchoStar New Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Notes Indenture the EchoStar New Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes or portions of EchoStar New Notes purchased by the Company pursuant to the Change of Control Offer. (c) The Paying Agent will promptly send (but in any case not later than five days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment for such EchoStar New Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the EchoStar New Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the EchoStar New Notes required in the event of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.14. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon Unless specified to the occurrence contrary in the terms of a series of Securities, if a Change of Control EventEvent occurs, each Holder shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in an amount equal to $1,000 at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple of $1.00 as specified in excess thereof) of such Holder’s EchoStar New Notes Securities at a purchase price price, in cash, equal to 101% of the aggregate principal amount repurchasedof such Holder’s Securities, together with plus accrued and unpaid interest, thereon if any, and premium or liquidated damages, if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the any relevant record date Regular Record Date to receive interest due on the related relevant interest payment dateInterest Payment Date as described in Section 3.09(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made pursuant to Event) sent a redemption notice for all the Securities in connection with an optional redemption permitted by Article V of this Section 4.14; (2) Indenture, the purchase price and the purchase date, which Company shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed mail a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1i) accept for payment all EchoStar New Notes Securities or portions of EchoStar New Notes Securities (of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof) properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes Securities or portions of EchoStar New Notes Securities properly tenderedtendered and not properly withdrawn; and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Notes Indenture the EchoStar New Notes properly Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes Securities or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send (but in any case not later than five days after the Change of Control Payment Date) mail to each Holder of Securities properly tendered and not withdrawn the Change of Control Payment for such EchoStar New NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the EchoStar New Notes Securities surrendered, if any; provided that each such new Security shall be in a principal amount of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof. The Company will publicly announce the results of the Change of Control Offer Any Security so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Security is registered at the close of business on such Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything Unless specified to the contrary in the terms of a series of Securities, the provisions described above shall be applicable to any Change of Control Event, except as described in this Section 4.143.09 or in the terms of the series of such Securities, whether or not any other provisions of this Indenture are applicable. (e) Notwithstanding the foregoing, the Company will shall not be required to make a Change of Control Offer with respect to any series of Securities upon a Change of Control Event if (1) a third party makes the Change of Control Offer with respect to such series of Securities in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Securities to which such offer applies that are validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the any required repurchase of the EchoStar New Notes required in the event Securities as a result of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthis Indenture, or compliance with the Change of Control Event provisions of this Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon Unless specified to the occurrence contrary in the terms of a series of Securities, if a Change of Control EventEvent occurs, each Holder shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in an amount equal to $1,000 at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple of $1.00 as specified in excess thereof) of such Holder’s EchoStar New Notes Securities at a purchase price price, in cash, equal to 101% of the aggregate principal amount repurchasedof such Holder’s Securities, together with plus accrued and unpaid interest, thereon if any, and premium or liquidated damages, if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the any relevant record date Regular Record Date to receive interest due on the related relevant interest payment dateInterest Payment Date as described in Section 3.09(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made pursuant to Event) sent a redemption notice for all the Securities in connection with an optional redemption permitted by Article V of this Section 4.14; (2) Indenture, the purchase price and the purchase date, which Company shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed mail a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1i) accept for payment all EchoStar New Notes Securities or portions of EchoStar New Notes Securities (of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof) properly tendered pursuant to the Change of Control Offer; (2ii) all Attributable Debt of the Company or its Subsidiaries in respect of Sale and Leaseback Transactions involving any Principal Property (other than Permitted Sale and Leaseback Transactions), (a) the aggregate principal amount of all Secured Debt (other than Secured Debt secured by a Permitted Lien); and (b) all Attributable Debt in respect of such Sale and Leaseback Transactions (other than Permitted Sale and Leaseback Transactions), (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes Securities or portions of EchoStar New Notes Securities properly tenderedtendered and not properly withdrawn; and and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Notes Indenture the EchoStar New Notes properly Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes Securities or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send (but in any case not later than five days after the Change of Control Payment Date) mail to each Holder of Securities properly tendered and not withdrawn the Change of Control Payment for such EchoStar New NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the EchoStar New Notes Securities surrendered, if any; provided that each such new Security shall be in a principal amount of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof. The Company will publicly announce the results of the Change of Control Offer Any Security so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Security is registered at the close of business on such Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything Unless specified to the contrary in the terms of a series of Securities, the provisions described above shall be applicable to any Change of Control Event, except as described in this Section 4.143.09 or in the terms of the series of such Securities, whether or not any other provisions of this Indenture are applicable. (e) Notwithstanding the foregoing, the Company will shall not be required to make a Change of Control Offer with respect to any series of Securities upon a Change of Control Event if (1) a third party makes the Change of Control Offer with respect to such series of Securities in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Securities to which such offer applies that are validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the any required repurchase of the EchoStar New Notes required in the event Securities as a result of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthis Indenture, or compliance with the Change of Control Event provisions of this Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon the occurrence of a Change of Control Event, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1.00 in excess thereof) of such Holder’s EchoStar New Exchange Notes at a purchase price equal to 101% of the aggregate principal amount repurchased, together with accrued and unpaid (or not yet capitalized in the case of PIK Interest) interest, thereon to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Event, the Company will give a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14; (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed (the “Change of Control Payment Date”); (3) that any EchoStar New Exchange Notes not tendered will continue to accrue interest in accordance with the terms of this EchoStar New Exchange Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Exchange Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Exchange Notes delivered for purchase, and a statement that such Hxxxxx Holder is withdrawing its election to have such EchoStar New Exchange Notes purchased; (6) that Holders whose EchoStar New Exchange Notes are being purchased only in part will be issued new EchoStar New Exchange Notes equal in principal amount to the unpurchased portion of the EchoStar New Exchange Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Exchange Notes. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all EchoStar New Exchange Notes or portions of EchoStar New Exchange Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Exchange Notes or portions of EchoStar New Exchange Notes properly tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Exchange Notes Indenture the EchoStar New Exchange Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Exchange Notes or portions of EchoStar New Exchange Notes purchased by the Company pursuant to the Change of Control Offer. (c) The Paying Agent will promptly send (but in any case not later than five days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment for such EchoStar New Exchange Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the EchoStar New Exchange Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Exchange Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption for all outstanding EchoStar New Exchange Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the EchoStar New Exchange Notes required in the event of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.14. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Exchange Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Exchange Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Exchange Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid (or not yet capitalized in the case of PIK Interest) interest on the EchoStar New Exchange Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon the occurrence of If a Change of Control EventEvent occurs, each Holder shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1.00 in excess thereof1,000 thereafter) of such Holder’s EchoStar New Notes at a purchase price price, in cash, equal to 101% of the aggregate principal amount repurchasedof such Holder’s Notes, together with plus accrued and unpaid interest, thereon if any, and Additional Interest, if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the relevant record date a Record Date to receive interest due on the relevant interest payment dateInterest Payment Date as described in Section 3.9(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made pursuant to Event) sent a redemption notice for all the Notes in connection with an optional redemption permitted by Article V of this Section 4.14; (2) Indenture, the purchase price and the purchase date, which Company shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed mail a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1i) accept for payment all EchoStar New Notes or portions of EchoStar New Notes (of at least $2,000 or an integral multiple of $1,000 thereafter) properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes or portions of EchoStar New Notes properly tenderedtendered and not properly withdrawn; and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New the Notes Indenture the EchoStar New Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send (but in any case not later than five days after the Change of Control Payment Date) mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such EchoStar New Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the EchoStar New Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereafter. The Company will publicly announce the results of the Change of Control Offer Any Note so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.14, Date unless the Company will not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer defaults in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the EchoStar New Notes required in the event of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in compliance with the provisions of this Section 4.14. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described abovePayment. (c) purchases all If the Change of Control Payment Date is on or after a Record Date for the EchoStar New Notes validly tendered (payment of interest or Additional Interest and not withdrawn) by on or before the related Interest Payment Date, any accrued and unpaid interest, and Additional Interest, if any, shall be paid to the Person in whose name the relevant Note is registered at the close of business on such HoldersRecord Date, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer Offer. (d) The provisions described above, above shall be applicable to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the any Change of Control Payment plusEvent, to the extent except as described in this Section 3.9 whether or not included in the Change any other provisions of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date)this Indenture are applicable.

Offer to Repurchase Upon Change of Control Event. (a) Upon Unless specified to the occurrence contrary in the terms of a series of Securities, if a Change of Control EventEvent occurs, each Holder shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in an amount equal to $1,000 at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple of $1.00 as specified in excess thereof) of such Holder’s EchoStar New Notes Securities at a purchase price price, in cash, equal to 101% of the aggregate principal amount repurchasedof such Holder’s Securities, together with plus accrued and unpaid interest, thereon if any, and premium or liquidated damages, if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the any relevant record date Regular Record Date to receive interest due on the related relevant interest payment dateInterest Payment Date as described in Section 3.09(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made pursuant to Event) sent a redemption notice for all the Securities in connection with an optional redemption permitted by Article V of this Section 4.14; (2) Indenture, the purchase price and the purchase date, which Company shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed mail a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1i) accept for payment all EchoStar New Notes Securities or portions of EchoStar New Notes Securities (of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof) properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes Securities or portions of EchoStar New Notes Securities properly tenderedtendered and not properly withdrawn; and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Notes Indenture the EchoStar New Notes properly Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes Securities or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send (but in any case not later than five days after the Change of Control Payment Date) mail to each Holder of Securities properly tendered and not withdrawn the Change of Control Payment for such EchoStar New NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the EchoStar New Notes Securities surrendered, if any; provided that each such new Security shall be in a principal amount of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof. The Company will publicly announce the results of the Change of Control Offer Any Security so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Regular Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Security is registered at the close of business on such Regular Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything Unless specified to the contrary in the terms of a series of Securities, the provisions described above shall be applicable to any Change of Control Event, except as described in this Section 4.143.09 or in the terms of the series of such Securities, whether or not any other provisions of this Indenture are applicable. (e) Notwithstanding the foregoing, the Company will shall not be required to make a Change of Control Offer with respect to any series of Securities upon a Change of Control Event if (1) a third party makes the Change of Control Offer with respect to such series of Securities in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Securities to which such offer applies that are validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the any required repurchase of the EchoStar New Notes required in the event Securities as a result of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthis Indenture, or compliance with the Change of Control Event provisions of this Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon Unless specified to the occurrence contrary in the terms of a series of Securities, if a Change of Control EventEvent occurs, each Holder shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in an amount equal to $1,000 at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple of $1.00 as specified in excess thereof) of such Holder’s EchoStar New Notes Securities at a purchase price price, in cash, equal to 101% of the aggregate principal amount repurchasedof such Holder’s Securities, together with plus accrued and unpaid interest, thereon if any, and premium or liquidated damages, if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the any relevant record date Regular Record Date to receive interest due on the related relevant interest payment dateInterest Payment Date as described in Section 3.09(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made pursuant to Event) sent a redemption notice for all the Securities in connection with an optional redemption permitted by Article V of this Section 4.14; (2) Indenture, the purchase price and the purchase date, which Company shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed mail a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1i) accept for payment all EchoStar New Notes Securities or portions of EchoStar New Notes Securities (of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof) properly tendered pursuant to the Change of Control Offer; (2ii) all Attributable Debt of the Company or its Subsidiaries in respect of Sale and Leaseback Transactions involving any Principal Property (other than Permitted Sale and Leaseback Transactions), (a) the aggregate principal amount of all Secured Debt (other than Secured Debt secured by a Permitted Lien); and (b) all Attributable Debt in respect of such Sale and Leaseback Transactions (other than Permitted Sale and Leaseback Transactions), (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes Securities or portions of EchoStar New Notes Securities properly tenderedtendered and not properly withdrawn; and and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New Notes Indenture the EchoStar New Notes properly Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes Securities or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send (but in any case not later than five days after the Change of Control Payment Date) mail to each Holder of Securities properly tendered and not withdrawn the Change of Control Payment for such EchoStar New NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the EchoStar New Notes Securities surrendered, if any; provided that each such new Security shall be in a principal amount of at least the minimum denomination of such series of Securities as specified in the terms thereof or an integral multiple as specified in excess thereof. The Company will publicly announce the results of the Change of Control Offer Any Security so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Regular Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Security is registered at the close of business on such Regular Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything Unless specified to the contrary in the terms of a series of Securities, the provisions described above shall be applicable to any Change of Control Event, except as described in this Section 4.143.09 or in the terms of the series of such Securities, whether or not any other provisions of this Indenture are applicable. (e) Notwithstanding the foregoing, the Company will shall not be required to make a Change of Control Offer with respect to any series of Securities upon a Change of Control Event if (1) a third party makes the Change of Control Offer with respect to such series of Securities in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Securities to which such offer applies that are validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the any required repurchase of the EchoStar New Notes required in the event Securities as a result of a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthis Indenture, or compliance with the Change of Control Event provisions of this Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.14 Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon the occurrence of If a Change of Control EventEvent occurs with respect to the Notes, each Holder of such Notes shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1.00 in excess thereof1,000 thereafter) of such Holder’s EchoStar New Notes at a purchase price in cash equal to 101% of the aggregate principal amount repurchasedof such Holder’s Notes, together with plus accrued and unpaid interest, thereon if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the relevant record date a Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date as described in Section 5.04(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made Event) sent a redemption notice for all of the Notes in connection with an optional redemption permitted by Article IV of this First Supplemental Indenture, the Company shall mail (or, when the Securities or Global Securities, give pursuant to this Section 4.14; (2the applicable procedures of the applicable Depositary) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder of such Notes, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all EchoStar New Notes or portions of EchoStar New Notes (of at least $2,000 or an integral multiple of $1,000 thereafter) properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes or portions of EchoStar New Notes properly tenderedtendered and not properly withdrawn; and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New the Notes Indenture the EchoStar New Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send mail (but in any case not later than five days after or, when the Change Securities or Global Securities, give pursuant to the applicable procedures of Control Payment Datethe applicable Depositary) to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such EchoStar New Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry, or, if such Notes are in global form, make such payments through the facilities of the Depositary) to each Holder a new Note equal in principal amount to any unpurchased portion of the EchoStar New Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereafter. The Company will publicly announce the results of the Change of Control Offer Any Note so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Regular Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Note is registered at the close of business on such Regular Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything to the contrary The provisions described in this Section 4.14, 5.04 shall be applicable to any Change of Control Event whether or not any other provisions of the Indenture are applicable. (e) The Company will shall not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the EchoStar New Notes required in the event of connection with a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthe Indenture, or compliance with the Change of Control Event provisions of the Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.14 described in the Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Repurchase Upon Change of Control Event. (a) Upon the occurrence of If a Change of Control EventEvent occurs with respect to the Notes, each Holder of such Notes shall have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1.00 in excess thereof1,000 thereafter) of such Holder’s EchoStar New Notes at a purchase price in cash equal to 101% of the aggregate principal amount repurchasedof such Holder’s Notes, together with plus accrued and unpaid interest, thereon if any, up to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders on the relevant record date a Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date as described in Section 5.04(c) below. Within 30 days following any a Change of Control Event, if the Company will give a notice has not (prior to each Holder stating: (1) that the Change of Control Offer is being made Event) sent a redemption notice for all of the Notes in connection with an optional redemption permitted by Article IV of this Second Supplemental Indenture, the Company shall mail (or, when the Securities or Global Securities, give pursuant to this Section 4.14; (2the applicable procedures of the applicable Depositary) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days after the date such notice is mailed a Change of Control Notice (the “Change of Control Payment DateOffer”); (3) that any EchoStar New Notes not tendered will continue to accrue interest in accordance each Holder of such Notes, with the terms of this EchoStar New Notes Indenture; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all EchoStar New Notes accepted for payment pursuant a copy to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of EchoStar New Notes delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such EchoStar New Notes purchased; (6) that Holders whose EchoStar New Notes are being purchased only in part will be issued new EchoStar New Notes equal in principal amount to the unpurchased portion of the EchoStar New Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (7) any other information the Company determines to be material to such Holder’s decision to tender EchoStar New Notes. (b) Trustee. On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all EchoStar New Notes or portions of EchoStar New Notes (of at least $2,000 or an integral multiple of $1,000 thereafter) properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all EchoStar New Notes or portions of EchoStar New Notes properly tenderedtendered and not properly withdrawn; and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation pursuant to Section 2.11 of this EchoStar New the Notes Indenture the EchoStar New Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of EchoStar New Notes or portions of EchoStar New Notes thereof being purchased by the Company pursuant to the Change of Control OfferCompany. (cb) The Paying Agent will shall promptly send mail (but in any case not later than five days after or, when the Change Securities or Global Securities, give pursuant to the applicable procedures of Control Payment Datethe applicable Depositary) to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such EchoStar New Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry, or, if such Notes are in global form, make such payments through the facilities of the Depositary) to each Holder a new Note equal in principal amount to any unpurchased portion of the EchoStar New Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereafter. The Company will publicly announce the results of the Change of Control Offer Any Note so accepted for payment shall cease to accrue interest on or as soon as practicable and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (c) If the Change of Control Payment Date is on or after a Regular Record Date for the payment of interest and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name the relevant Note is registered at the close of business on such Regular Record Date, and no further interest shall be payable to Holders who tender pursuant to the Change of Control Offer. (d) Notwithstanding anything to the contrary The provisions described in this Section 4.14, 5.04 shall be applicable to any Change of Control Event whether or not any other provisions of the Indenture are applicable. (e) The Company will shall not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all EchoStar New Notes properly tendered and not withdrawn under the Indenture applicable to a Change of Control Offer or (2) notice made by the Company and purchases all Notes validly tendered and not properly withdrawn under such Change of redemption for all outstanding EchoStar New Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption priceControl Offer. (ef) The Company will comply shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of the EchoStar New Notes required in the event of connection with a Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.14 hereofthe Indenture, or compliance with the Change of Control Event provisions of the Indenture would constitute a violation of any such laws or regulations, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.14 described in the Indenture by virtue of such compliance. (f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in its compliance with the provisions of this Section 4.14such securities laws or regulations. (g) In the event that Holders of at least 90.0% of the aggregate principal amount of the outstanding EchoStar New Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer as described above) purchases all of the EchoStar New Notes validly tendered (and not withdrawn) by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the EchoStar New Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the EchoStar New Notes that remain outstanding, to, but not including, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).