0001193125-11-068761 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

FIFTH AMENDMENT (this “Amendment”), dated as of February 7, 2011, to the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of December 11, 2008, by and among HUGHES TELEMATICS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”) and MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent (in such capacity, the “Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

SECOND AMENDMENT (this “Amendment”), dated as of May 19, 2010, to the Second Lien Credit Agreement, dated as of December 17, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), PLASE HT, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

FOURTH AMENDMENT (this “Amendment”), dated as of May 19, 2010, to the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

FIRST AMENDMENT (this “Amendment”), dated as of May 10, 2010, to the Second Lien Credit Agreement dated as of December 17, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), PLASE HT, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

SECOND AMENDMENT (this “Amendment”), dated as of December 17, 2009, to the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

THIRD AMENDMENT (this “Amendment”), dated as of May 10, 2010, to the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

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