AGREEMENT AND PLAN OF MERGER between ECHOSTAR CORPORATION, ECHOSTAR SATELLITE SERVICES L.L.C., BROADBAND ACQUISITION CORPORATION and HUGHES COMMUNICATIONS, INC. Dated as of February 13, 2011Merger Agreement • February 15th, 2011 • Hughes Network Systems, LLC • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 13, 2011, between EchoStar Corporation, a Nevada corporation (“Parent”), Broadband Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Hughes Communications, Inc., a Delaware corporation (the “Company”) and, solely with respect to Sections 4.6, 5.14 and 8.17, EchoStar Satellite Services L.L.C., a Colorado limited liability company (“Satellite Services”).
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 Network Systems, LLC • 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”).
LAUNCH SERVICES AGREEMENT FOR THE LAUNCHING INTO GEOSTATIONARY TRANSFER ORBIT OF THE SPACEWAY-3 SATELLITE BY AN ARIANE 5 LAUNCH VEHICLELaunch Services Agreement • May 10th, 2007 • Hughes Network Systems, LLC • Communications services, nec
Hughes Networks Systems, LLC, hereinafter referred to as “CUSTOMER”, a company duly organized and validly existing under the laws of the State of Maryland, with principal offices located at 11717 Exploration Lane, Germantown, MD 20876 USA,
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 Network Systems, LLC • 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 Network Systems, LLC • 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 Network Systems, LLC • 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”).
ContractSupplemental Indenture • August 7th, 2008 • Hughes Network Systems, LLC • Communications services, nec • New York
AMENDMENT TO MANAGEMENT AND ADVISORY SERVICES AGREEMENTManagement and Advisory Services Agreement • May 10th, 2007 • Hughes Network Systems, LLC • 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”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 6, 2007Credit Agreement • April 12th, 2007 • Hughes Network Systems, LLC • Communications services, nec • New York
This FIRST AMENDMENT (this “Amendment”) is entered into among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).
ContractRestricted Unit Purchase Agreement • December 19th, 2006 • Hughes Network Systems, LLC • Communications services, nec
AMENDMENT NO. 1 dated as of December 15, 2006 (this “Amendment”) to the RESTRICTED UNIT PURCHASE AGREEMENT dated as of June 20, 2005 (the “Original Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Company”), and JEFFREY A. LEDDY (the “Purchaser”).
COFACE COVERED EXPORT CREDIT AGREEMENT between HUGHES NETWORK SYSTEMS, LLC as Borrower THE COMPANIES LISTED IN SCHEDULE 1 as Original Guarantors BNP PARIBAS and SOCIÉTÉ GÉNÉRALE as Original Lenders BNP PARIBAS and SOCIÉTÉ GÉNÉRALE as Mandated Lead...Covered Export Credit Agreement • March 7th, 2011 • Hughes Network Systems, LLC • Communications services, nec
CREDIT AGREEMENT Dated as of February 23, 2007, Among HUGHES NETWORK SYSTEMS, LLC and HNS FINANCE CORP., as Co-Borrowers, THE LENDERS PARTY HERETO, BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent and BEAR, STEARNS & CO. INC., as...Credit Agreement • February 27th, 2007 • Hughes Network Systems, LLC • Communications services, nec • New York
CREDIT AGREEMENT dated as of February 23, 2007, (this “Agreement”), among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “Borrower”), HNS FINANCE CORP., a Delaware corporation (“HNS Finance” and, together with the Borrower, the “Co-Borrowers”), 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, BEAR, STEARNS & CO. INC., as syndication agent (in such capacity, the “Syndication Agent”), and BEAR, STEARNS & CO. INC., as lead arranger and bookrunning manager (in such capacity, the “Lead Arranger”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 15th, 2011 • Hughes Network Systems, LLC • Communications services, nec
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 13, 2011, by and between Hughes Network Systems, LLC, a Delaware limited liability company (the “LLC”), Hughes Communications, Inc., a Delaware corporation (“Hughes”), and [HOLDER] (“Holder”, together with LLC and Hughes, the “Parties”).
