SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.1
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of March 28, 2014, by and among Xxxxxx Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Secured Indenture (the “Guarantors”), EchoStar XI Holding L.L.C. and EchoStar XIV Holding L.L.C., each a Colorado limited liability company (collectively, the “Supplemental Guarantors”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Secured Indenture referred to below.
RECITALS
WHEREAS, the Company, the guarantors listed on the signature pages thereto and the Trustee and Collateral Agent entered into that certain Secured Indenture, dated as of June 1, 2011, relating to the 6½% Senior Secured Notes due 2019 of the Company in original principal amount of $1,100,000,000 (the “Secured Notes”), as supplemented by a Supplemental Indenture, dated as of June 8, 2011, by and among the Company, the Guarantors and the Trustee and Collateral Agent (as so supplemented, the “Secured Indenture”);
WHEREAS, pursuant to the Transaction Agreement, dated as of February 20, 2014, by and among the Company, Alpha Company LLC, EchoStar XI Holding L.L.C. and certain other parties thereto, on March 1, 2014, among other things, Alpha Company LLC merged with and into EchoStar XI Holding L.L.C. and, as a result of such merger and related transactions, the Supplemental Guarantors became Wholly Owned Subsidiaries of the Company;
WHEREAS, each of the Supplemental Guarantors is a Restricted Subsidiary of the Company; and
WHEREAS, pursuant to Section 4.13 of the Secured Indenture, each Supplemental Guarantor is required to become a Guarantor under the Secured Indenture; and
AGREEMENT
NOW, THEREFORE, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. Each Supplemental Guarantor shall be a Guarantor under the Secured Indenture and be bound by the terms thereof applicable to Guarantors and each shall deliver an executed Guarantee pursuant to Section 11.02.
Section 2. This Second Supplemental Indenture is an amendment supplemental to the Secured Indenture, and the Secured Indenture and this Second Supplemental Indenture will henceforth be read together.
Section 3. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
[Signature pages follow]
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XXXXXX SATELLITE SYSTEMS CORPORATION | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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ECHOSTAR 77 CORPORATION | |
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ECHOSTAR SATELLITE SERVICES L.L.C. | |
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ECHOSTAR ORBITAL L.L.C. | |
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ECHOSTAR GOVERNMENT SERVICES L.L.C. | |
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ECHOSTAR SATELLITE OPERATING CORPORATION, | |
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as Guarantors | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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XXXXXX COMMUNICATIONS, INC., | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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XXXXXX NETWORK SYSTEMS, LLC, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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HNS FINANCE CORP., | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President, General Counsel and Secretary |
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XXXXXX NETWORK SYSTEMS INTERNATIONAL SERVICE COMPANY, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President, General Counsel and Secretary |
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HNS REAL ESTATE, LLC, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President, General Counsel and Secretary |
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HNS-INDIA VSAT, INC., | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President, General Counsel and Secretary |
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HNS-SHANGHAI, INC., | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President, General Counsel and Secretary |
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HELIUS, LLC, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Secretary |
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HELIUS ACQUISITION, LLC, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Secretary |
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ADVANCED SATELLITE RESEARCH, LLC, | |
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as a Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Secretary |
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HNS LICENSE SUB, LLC, | |
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as a Guarantor | |
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By: Xxxxxx Network Systems, LLC, its Sole Member | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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EchoStar XI Holding L.L.C. | |
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as a Supplemental Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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EchoStar XIV Holding L.L.C. | |
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as a Supplemental Guarantor | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Executive Vice President, General Counsel and Secretary |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent | |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Vice President |