Contract
Exhibit 4
SUPPLEMENTAL
INDENTURE NO. 1
Supplemental
Indenture (this “Supplemental
Indenture”), dated as of May 6, 2008, among Helius, LLC, Helius
Acquisition, LLC and Advanced Satellite Research, LLC (each, a “Guaranteeing Subsidiary”),
each a subsidiary of Xxxxxx Network Systems, LLC (or its permitted successor), a
Delaware limited liability company (the “Company”), the Company, HNS
Finance Corp. (“HNS
Finance” and, together with the Company, the “Issuers”), the other
Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo
Bank, National Association, as trustee under the Indenture referred to below
(the “Trustee”).
W I T N E
S S E T H
WHEREAS,
the Issuers have heretofore executed and delivered to the Trustee an indenture
(the “Indenture”),
dated as of April 13, 2006 providing for the issuance of 9½% Senior Notes due
2006 (the “Notes”);
WHEREAS,
the Indenture provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee
all of the Issuers’ Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Guarantee”); and
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
1. Capitalized
Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. Agreement
to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide
an unconditional Guarantee on the terms and subject to the conditions set forth
in the Guarantee and in the Indenture including but not limited to Article 10
thereof.
4. No
Recourse Against Others. No past, present or future director,
manager, officer, employee, incorporator, holder of any Equity Interests in or
agent of each Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.
5. NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. Counterparts. The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect
of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
8. The
Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the
Issuers.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above
written.
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HELIUS,
LLC
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By:
Xxxxxx Networks Systems, LLC
Its sole memeber
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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HELIUS ACQUISITION,
LLC
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ADVANCED SATELLITE
RESEARCH, LLC
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By:
Helius, LLC
Its sole memeber
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By: Xxxxxx Networks
Systems, LLC
Its sole memeber
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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XXXXXX NETWORK SYSTEMS,
LLC
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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HNS FINANCE
CORP.
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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XXXXXX NETWORK SYSTEMS
INTERNATIONAL SERVICE COMPANY
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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HNS REAL ESTATE,
LLC
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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HNS-INDIA VSAT,
INC.
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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HNS-SHANGHAI,
INC.
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By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
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Title: |
Senior
Vice President,
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General
Counsel and Secretary
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XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
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as Trustee | ||
By: | /s/ Xxxxxx X. X'Xxxxxxx | |
Authorized Signatory |