Standard Contracts
RECITALSIndemnification Agreement • June 22nd, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
Hughes Communications, Inc. Common Stock, $0.001 par value Underwriting AgreementUnderwriting Agreement • May 28th, 2008 • Hughes Communications, Inc. • Communications services, nec • New York
HUGHES NETWORK SYSTEMS, LLC HNS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 9 1/2% SENIOR NOTES DUE 2014Indenture • April 17th, 2006 • Hughes Communications, Inc. • Communications services, nec • New York
INDENTURE dated as of April 13, 2006 between Hughes Network Systems, LLC, a Delaware limited liability company (the “Company”), HNS Finance Corp., a Delaware corporation (“HNS Finance” and, together with the Company, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
CREDIT AGREEMENT Dated as of April 22, 2005, as Amended and Restated as of June 24, 2005 Among HUGHES NETWORK SYSTEMS, LLC, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BEAR STEARNS CORPORATE LENDING INC.,...Credit Agreement • December 5th, 2005 • Hughes Communications, Inc. • New York
CREDIT AGREEMENT dated as of April 22, 2005, as amended and restated as of June 24, 2005 (this “Agreement”), among HUGHES NETWORK SYSTEMS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, BEAR, STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN SECURITIES INC. and BEAR, STEARNS & CO. INC., as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead Arrangers”).
CREDIT AGREEMENT Dated as of April 22, 2005, as Amended and Restated as of June 27, 2005, as further Amended and Restated as of April 13, 2006 Among HUGHES NETWORK SYSTEMS, LLC, as Borrower, THE LENDERS PARTY HERETO, BEAR STEARNS CORPORATE LENDING...Credit Agreement • April 17th, 2006 • Hughes Communications, Inc. • Communications services, nec • New York
CREDIT AGREEMENT dated as of April 22, 2005, as amended and restated as of June 27, 2005 and as further amended and restated as of April 13, 2006 (this “Agreement”), among HUGHES NETWORK SYSTEMS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, the “Syndication Agent”), and BEAR, STEARNS & CO. INC. and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers and joint book managers (in such capacity, collectively, the “Joint Lead Arrangers”).
CREDIT AGREEMENT Dated as of April 22, 2005, as Amended and Restated as of June 27, 2005, as further Amended and Restated as of April 13, 2006 as further Amended and Restated as of March 16, 2010 Among HUGHES NETWORK SYSTEMS, LLC, as Borrower, THE...Credit Agreement • May 5th, 2010 • Hughes Communications, Inc. • Communications services, nec • New York
CREDIT AGREEMENT dated as of April 22, 2005, as amended and restated as of June 27, 2005, as further amended and restated as of April 13, 2006 and as further amended and restated as of March 16, 2010 (this “Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC (“Barclays Capital”), as syndication agent (in such capacity, the “Syndication Agent”), J.P. MORGAN SECURITIES INC., as sole bookrunner, and J.P. MORGAN SECURITIES INC. and BARCLAYS CAPITAL, as joint lead arrangers (in such capacity, collectively, the “Joint Lead Arrangers”).
REGISTRATION RIGHTS AGREEMENT Dated as of April 13, 2006 by and among HUGHES NETWORK SYSTEMS, LLC HNS FINANCE CORP. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLCRegistration Rights Agreement • April 17th, 2006 • Hughes Communications, Inc. • Communications services, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 6, 2006 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 10 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 13, 2006 (the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
EMPLOYMENT AGREEMENT (as amended, modified, restated or supplemented from time to time, the “AGREEMENT”), dated as of April 23, 2005, by and among Hughes Network Systems, LLC, a Delaware limited liability company, (the “COMPANY”), and the individual set forth on ATTACHMENT 1 (the “EXECUTIVE”).
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked Commission pursuant to a Confidential Treatment Request filed with the Commission. LAUNCH SERVICES AGREEMENT FOR THE LAUNCHING INTO GEOSTATIONARY TRANSFER ORBIT...Launch Services Agreement • August 4th, 2010 • Hughes Communications, Inc. • Communications services, nec • New York
Hughes Network Systems, LLC (“Hughes”) hereinafter referred to as “CUSTOMER”, a company duly organized and validly existing under the laws of the State of Delaware, with principal offices located at 11717 Exploration Lane, Germantown, Maryland 20876,
Form of Restricted Stock Agreement—Executive Officers HUGHES COMMUNICATIONS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 15th, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of the day of , 20 , is entered into by and between Hughes Communications, Inc., a Delaware corporation (the “Company”), and (the “Grantee” and, together with the Company, the “Parties”).
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in placed marked “[***]” and has been field separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. CONTRACT Between Hughes Network...Contract • August 7th, 2009 • Hughes Communications, Inc. • Communications services, nec • New York
This Contract is entered into effective as of June 8, 2009 (the “Effective Date of Contract” or “EDC”), by and between Hughes Network Systems, LLC (“Hughes”), a limited liability company organized and existing under the laws of the state of Delaware, having an office and place of business at 11717 Exploration Lane, Germantown, Maryland 20876 (hereinafter referred to as “Purchaser”), and Space Systems/Loral, Inc., a corporation organized and existing under the laws of the state of Delaware, having an office and place of business at 3825 Fabian Way, Palo Alto, CA 94303-4604 (hereafter referred to as “Contractor”, and Purchaser and Contractor are hereafter referred to collectively as the “Parties” or individually as a “Party”), regarding the Hughes Jupiter Satellite program.
AMENDMENT AGREEMENTAmendment Agreement • May 5th, 2010 • Hughes Communications, Inc. • Communications services, nec • New York
AMENDMENT AGREEMENT dated as of March 16, 2010 (this “Amendment Agreement”), among HUGHES NETWORKS SYSTEMS, LLC (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, and together with its successors in such capacity, the “Administrative Agent”), BARCLAYS CAPITAL, as syndication agent, the lenders party hereto (the “Lenders”), and the other parties hereto, to the Credit Agreement dated as of April 22, 2005, as amended and restated as of June 27, 2005, and as further amended and restated as of April 13, 2006 (the “Existing Credit Agreement”), among the Borrower, the lenders from time to time party thereto, BEAR, STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity and together with its successors in such capacity, the “Existing Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent, and BEAR, STEARNS & CO. INC. and MORGAN STANLEY SENIOR FUNDING, INC. as joint lead arrangers and joint book managers.
ContractRestricted Unit Purchase Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec • Delaware
RESTRICTED UNIT PURCHASE AGREEMENT, dated as of (this “Agreement”), between HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Company”); and (the “Purchaser”).
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (as amended, modified, restated or supplemented from time to time, the "AGREEMENT"), dated as of February 23, 2006, by and among Hughes Communications, Inc., a Delaware corporation, (the...Employment Agreement • February 27th, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
ContractSupplemental Indenture • August 7th, 2008 • Hughes Communications, Inc. • Communications services, nec • New York
AMENDMENT TO MANAGEMENT AND ADVISORY SERVICES AGREEMENTManagement and Advisory Services Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec • New York
This Amendment to Management and Advisory Service Agreement is made this 15th day of March, 2007 (this “Agreement”), between HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Advisor”); and HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (“HNS”).
AGREEMENT OF JOINT FILING HUGHES COMMUNICATIONS, INC.Joint Filing Agreement • March 20th, 2009 • Hughes Communications, Inc. • Communications services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of Amendment No. 2 to Statement on Schedule 13D and any and all further amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
MANAGEMENT AND ADVISORY SERVICES AGREEMENT dated as of March 27, 2006 (this “Agreement”), between HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Advisor”); and HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (“HNS”).Management and Advisory Services Agreement • March 29th, 2006 • Hughes Communications, Inc. • Communications services, nec • New York
WHEREAS, Advisor is currently a member of HNS holding Class A Units of HNS pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Hughes Network Systems, LLC dated February 28, 2006; and
Form of Terms of Stock Option—Executive Officers TERMS OF STOCK OPTIONStock Option Agreement • May 15th, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
This Agreement, including Schedule A hereto, (collectively, the “Agreement”) sets forth the terms of stock options (each an “Option” collectively, the “Options”) granted to you (the “Participant”) by Hughes Communications, Inc., a Delaware corporation (the “Company”).
ContractEmployment Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec
AMENDMENT NO. 1 dated as of March 23, 2007 (this “Amendment”) to the EMPLOYMENT AGREEMENT dated as of April 23, 2005 (the “Original Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (as assumed by HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Company”)), and ADRIAN MORRIS (the “Executive”).
AGREEMENT OF JOINT FILING HUGHES COMMUNICATIONS, INC.Joint Filing Agreement • March 3rd, 2006 • Hughes Communications, Inc. • Communications services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
ContractEmployment Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec
AMENDMENT NO. 1 dated as of March 23, 2007 (this “Amendment”) to the EMPLOYMENT AGREEMENT dated as of April 23, 2005 (the “Original Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (as assumed by HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Company”)), and T. PAUL GASKE (the “Executive”).
ContractRestricted Unit Purchase Agreement • December 5th, 2005 • Hughes Communications, Inc. • Delaware
RESTRICTED UNIT PURCHASE AGREEMENT, dated as of June 20, 2005 (this “Agreement”), between HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Company”); and JEFFREY A. LEDDY (the “Purchaser”).
SECOND LIEN CREDIT AGREEMENT Dated as of April 22, 2005, as Amended and Restated as of June 24, 2005 Among HUGHES NETWORK SYSTEMS, LLC, as Borrower, THE LENDERS PARTY HERETO, BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent, JPMORGAN CHASE...Second Lien Credit Agreement • December 5th, 2005 • Hughes Communications, Inc. • New York
SECOND LIEN CREDIT AGREEMENT dated as of April 22, 2005 as amended and restated as of June 24, 2005 (this “Agreement”), among HUGHES NETWORK SYSTEMS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, BEAR, STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN SECURITIES INC. and BEAR, STEARNS & CO. INC., as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead Arrangers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2011 • Hughes Communications, Inc. • Communications services, nec
This Amendment (“Amendment”) to the Employment Agreement (the “Agreement”), dated as of April 23, 2005, by and between Pradman P. Kaul (“Executive”) and Hughes Communications, Inc, a Delaware corporation (the “Company,” together with Executive, the “Parties”), dated as of December 23, 2010.
AGREEMENT AND PLAN OF MERGER BY AND AMONG HUGHES COMMUNICATIONS, INC., UTAH ACQUISITION CORP., HELIUS, INC., CANOPY VENTURES I, L.P., AND CANOPY GROUP DATED DECEMBER 21, 2007Merger Agreement • March 10th, 2008 • Hughes Communications, Inc. • Communications services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 21st day of December, 2007, by and among (i) HUGHES COMMUNICATIONS, INC., a Delaware corporation (“Parent”), (ii) UTAH ACQUISITION CORP., a Utah corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) HELIUS, INC., a Utah corporation (the “Company”), (iv) THE CANOPY GROUP, INC., a Utah corporation (“Canopy Group”), (v) CANOPY VENTURES I, L.P., a Utah limited partnership (“Canopy Ventures”), and (vi) Canopy Group in its capacity as Shareholders’ Representative (as defined herein). Parent, Merger Sub, the Company, Canopy Group, the Shareholders’ Representative and Canopy Ventures are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
ContractEmployment Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec
AMENDMENT NO. 1 dated as of March 23, 2007 (this “Amendment”) to the EMPLOYMENT AGREEMENT dated as of April 23, 2005 (the “Original Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (as assumed by HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Company”)), and PRADMAN P. KAUL (the “Executive”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HUGHES NETWORK SYSTEMS, LLCLimited Liability Company Agreement • March 3rd, 2006 • Hughes Communications, Inc. • Communications services, nec • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is entered into as of February 28, 2006, by and among Hughes Communications, Inc., a Delaware corporation (“HCI”), any permitted successor, assignee or transferee of HCI, the Class B Members and any other Persons who shall in the future execute and deliver this Agreement pursuant to the provisions hereof collectively, the “Members.”
ContractEmployment Agreement • May 10th, 2007 • Hughes Communications, Inc. • Communications services, nec
AMENDMENT NO. 1 dated as of March 23, 2007 (this “Amendment”) to the EMPLOYMENT AGREEMENT dated as of April 23, 2005 (the “Original Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (as assumed by HUGHES COMMUNICATIONS, INC., a Delaware corporation (the “Company”)), and BAHRAM POURMAND (the “Executive”).
AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 6th, 2006 • Hughes Communications, Inc. • Communications services, nec • New York
THIS AMENDMENT TO SEPARATION AGREEMENT (this “Amendment”) is made this 3rd day of February 2006 by and between Hughes Communications, Inc., a Delaware corporation (“Divco”), and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”).
