SECURITY INTEREST PLEDGE AGREEMENT
Between
FIRST TRUST NATIONAL ASSOCIATION
("Trustee")
and
ECHOSTAR DBS CORPORATION
("Grantor")
June 25, 1997
This SECURITY INTEREST PLEDGE AGREEMENT ("AGREEMENT"), dated as of
June 25, 1997, by and between FIRST TRUST NATIONAL ASSOCIATION, as secured party
and as trustee for the benefit of the holders of the Notes (as defined below)
under the Indenture (as defined below) (the "TRUSTEE"), and EchoStar DBS
Corporation, a Colorado corporation ("GRANTOR").
RECITALS
A. Pursuant to that certain Indenture dated as of June 25, 1997 by
and between Grantor and the Trustee, as trustee (the "INDENTURE"), Grantor has
issued its Senior Secured Notes due 2002 ("NOTES").
B. Pursuant to an Interest Escrow Agreement, subject to certain
conditions, certain proceeds of the sale of the Notes will be drawn upon to pay
the first five semi-annual interest payments on the Notes.
C. Pursuant to a Satellite Escrow Agreement, the Grantor will be
entitled, subject to certain conditions, to draw upon certain proceeds from the
sale of the Notes to make required payments under the Satellite Contracts and
Launch Contracts, as well as to make payments of Launch Insurance or In-Orbit
Insurance.
D. The Indenture requires that Grantor execute and deliver this
Agreement.
AGREEMENT
In consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Grantor hereby agrees with the Trustee as follows:
1. DEFINITIONS. Unless otherwise defined, all terms used herein
shall have the meanings given in the Indenture. The following terms shall have
the respective meanings given:
"COLLATERAL DOCUMENTS" has the meaning given in the Indenture.
"INTEREST ESCROW AGREEMENT" means the Interest Escrow Agreement
dated as of the date hereof among First Trust National Association, as Escrow
Agent, the Trustee and Grantor.
"FCC" means the United States Federal Communications Commission.
"GOVERNMENTAL AUTHORITIES" means any national, state or local
government (whether domestic or foreign), any political subdivision thereof or
any other governmental or quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity, or any arbitrator
with authority to bind a party at law.
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"PERSON" means any natural person, corporation, partnership,
firm, association, Governmental Authority, or any other entity whether acting in
an individual, fiduciary or other capacity.
"SATELLITE ESCROW AGREEMENT" means the Satellite Escrow Agreement
dated as of the date hereof among First Trust National Association, as Escrow
Agent, the Trustee and Grantor.
2. ASSIGNMENT, PLEDGE AND GRANT OF SECURITY INTEREST.
(a) To secure the timely payment and performance of the
Obligations (as defined below), Grantor does hereby assign as collateral, grant
a security interest in, and pledge, to the Trustee, on behalf of the holders of
the Notes, all the estate, right, title and interest of Grantor, whether now
owned or hereafter acquired, in, to and under:
(i) a first priority interest in the proceeds (as set forth
below) of sale of Grantor's permit or other authorization from the FCC for the
148E WL orbital slot frequency assignment.
(ii) the proceeds of all of the foregoing (all of the
collateral described in clauses (i) and (ii) being herein collectively referred
to as the "COLLATERAL"), including (A) all rights of Grantor to receive moneys
due and to become due under or pursuant to the Collateral, (B) all rights of
Grantor to receive return of any premiums for or proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Collateral and (C) to the
extent not included in the foregoing, all proceeds receivable or received when
any and all of the foregoing Collateral is sold, collected, exchanged or
otherwise disposed, whether voluntarily or involuntarily.
(b) Subject to the terms of the Indenture, upon the occurrence
and during the continuance of an Event of Default, Grantor does hereby
constitute the Trustee, acting for and on behalf of the Noteholders, the true
and lawful attorney of Grantor, irrevocably, with full power (in the name of
Grantor or otherwise) to ask, require, demand, receive, compound and give
acquittance for any and all moneys and claims for moneys due and to become due
under or arising out of any Collateral, including any insurance policies, to
elect remedies thereunder, to endorse any checks or other instruments or orders
in connection therewith and to file any claims or take any action or institute
any proceedings in connection therewith which the Trustee may deem to be
necessary or advisable; provided, however, that the Trustee shall give Grantor
notice of any action taken by it as such attorney-in-fact promptly after taking
any such action. Such appointment as attorney-in-fact must be exercised
consistently with the Communications Act of 1934, as amended and the rules,
regulations and policies of the FCC (collectively, the "Communications Act"),
including, but not limited to, compliance with the FCC's rules concerning the
execution and filing of applications, reports and documents, or other
instruments with the FCC. The Grantor agrees to cooperate in making any
required filings with the FCC.
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3. OBLIGATIONS SECURED. This Agreement secures the payment and
performance of all obligations of Grantor, now existing or hereafter arising,
under the Indenture (such obligations being herein called the "OBLIGATIONS").
4. EVENTS OF DEFAULT. The occurrence of an Event of Default under
and as defined in the Indenture, whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body, shall constitute an
Event of Default hereunder.
5. REMEDIES.
(a) If any Event of Default has occurred and is continuing, the
Trustee may, (i) declare the Notes to be due and payable immediately in
accordance with the provisions of the Indenture, (ii) proceed to protect and
enforce the rights vested in it by this Agreement, including the right to cause
all revenues hereby pledged as security and all other moneys pledged hereunder
to be paid directly to it, and to enforce its rights hereunder to such payments
and all other rights hereunder by such appropriate judicial proceedings as it
shall deem most effective to protect and enforce any of such rights, either at
law or in equity or otherwise, or in aid of the exercise of any power therein or
herein granted, or for any foreclosure hereunder and sale under a judgment or
decree in any judicial proceeding, or to enforce any other legal or equitable
right vested in it by this Agreement or by law; (iii) cause any action at law or
suit in equity or other proceeding to be instituted and prosecuted to collect or
enforce any Obligations or rights included in the Collateral, or to foreclose or
enforce any other agreement or other instrument by or under or pursuant to which
such Obligations are issued or secured, subject in each case to the provisions
and requirements thereof; (iv) sell or otherwise dispose of any or all of the
Collateral or cause the Collateral to be sold or otherwise disposed of in one or
more sales or transactions, at such prices as the Trustee may deem best, and for
cash or on credit or for future delivery, without assumption of any credit risk,
at any broker's board or at public or private sale, without demand of
performance or notice of intention to sell or of time or place of sale (except
such notice or the obtaining of prior approval as is required by applicable
statute, rule or regulation, including pursuant to the Communications Act, and
cannot be waived), it being agreed that the Trustee may be a purchaser on behalf
of the holders of Notes at any such sale and that the Trustee or anyone else who
may be the puchaser of any or all of the Collateral so sold shall thereafter
hold the same absolutely, free from any claim or right of whatsoever kind,
including any equity of redemption, of Grantor, any such demand, notice or right
and equity being hereby expressly waived and released to the extent permitted by
law; (v) incur expenses, including attorneys' fees, consultants' fees, and other
costs appropriate to the exercise of any right or power under this Agreement;
(vi) perform any obligation of Grantor hereunder or under any other agreement of
Grantor, and make payments, purchase, contest or compromise any Lien, and pay
taxes and expenses, without, however, any obligation so to do; (viii) take
possession of the Collateral, control and manage the Collateral, collect all
income from the Collateral and apply the same to reimburse the Trustee and the
holders of Notes for any cost or expenses incurred hereunder or under the
Indenture and to the payment or performance of Grantor's obligations hereunder
or under the Indenture, and apply the balance to the Notes as provided in the
Indenture and any remaining excess balance to whomsoever is legally entitled
thereto; (viii) secure the appointment of a receiver of the
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assets of Grantor or any part thereof and/or the Collateral or any party
thereof; or (ix) exercise any other or additional rights or remedies granted
to a secured party under the Uniform Commercial Code. If, pursuant to
applicable law, rule or regulation prior notice of any such action is
required to be given to Grantor, Grantor hereby acknowledges that the minimum
time required by such applicable law, rule or regulation or if no minimum is
specified, ten (10) business days, shall be deemed a reasonable notice period.
(b) All costs and expenses (including reasonable attorneys' fees
and expenses) incurred by the Trustee in connection with any such suit or
proceeding, or in connection with the performance by the Trustee of any of
Grantor's agreements contained in any exercise of its rights or remedies
hereunder pursuant to the terms of this Agreement, together with interest
thereon (to the extent permitted by law) computed at a rate per annum equal to
the interest rate on the Notes from the date on which such costs or expenses are
incurred to the date of payment thereof, shall constitute additional
indebtedness secured by this Agreement and shall be paid by Grantor to the
Trustee on behalf of the Noteholders on demand.
(c) Notwithstanding anything to the contrary contained herein,
neither the Grantor nor the Trustee shall, without first obtaining the approval
of the FCC, take any action pursuant to this Agreement which would constitute or
result in any assignment of a license, permit, certification, or authorization
granted by the FCC (the "FCC Permit") to the Grantor or any change of control of
the Grantor or of the Grantor's operations, if such assignment of the FCC Permit
or change of control would require, under then existing law (including the
Communications Act), the prior approval of the FCC.
6. REMEDIES CUMULATIVE; DELAY NOT WAIVER.
(a) No right, power or remedy herein conferred upon or reserved
to the Trustee is intended to be exclusive of any other right, power or remedy,
and every such right, power and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right, power and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy. Resort to any or all security now or hereafter held by the
Trustee, may be taken concurrently or successively and in one or several
consolidated or independent judicial actions or lawfully taken nonjudicial
proceedings, or both.
(b) No delay or omission of the Trustee to exercise any right or
power accruing upon the occurrence and during the continuance of any Event of
Default as aforesaid shall impair any such right or power or shall be construed
to be a waiver of any such Event of Default or an acquiescence therein; and
every power and remedy given by this Agreement may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee.
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7. COVENANTS. Grantor covenants as follows:
(a) Grantor will not directly or indirectly create, incur,
assume or suffer to exist any Liens (except for Permitted Liens) on or with
respect to any property or assets constituting a part of the Collateral and
Grantor will at its own cost and expense promptly take such action as may be
necessary to discharge any such Liens (other than Permitted Liens) on or with
respect to any properties or assets constituting a part of the Collateral.
(b) Any action or proceeding to enforce this Agreement may be
taken by the Trustee either in Grantor's name or in the Trustee's name, as the
Trustee may deem necessary.
(c) Grantor shall pay, before the imposition of any fine,
penalty, interest or cost attached thereto, all taxes, assessments and other
governmental or non-governmental charges or levies now or hereafter assessed or
levied against the Collateral or upon the security interest provided for herein
(except for Liens for taxes and assessments not then delinquent or which Grantor
may, pursuant to the definition of "Permitted Liens" in the Indenture, permit to
remain unpaid or any charge being contested in good faith for which an adequate
reserve has been established), as well as pay, or cause to be paid, all claims
for labor, materials or supplies which, if unpaid, might become a prior Lien
(other than a Permitted Lien) thereon.
(d) Grantor shall keep the Collateral, or cause the same to be
kept, in good condition consistent with reasonable and prudent business
practices.
8. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants
as follows:
(a) No effective financing statement or other instrument similar
in effect covering all or any part of Grantor's interest in the Collateral is on
file in any recording office, except such as may have been filed pursuant to
this Agreement or pursuant to the documents evidencing Permitted Liens. The
provisions of this Agreement are effective to create in favor of the Trustee a
valid security interest in the Collateral (to the extent that the Grantor has
rights therein) and, upon the filing of UCC-1 Financing Statements in the filing
offices identified on SCHEDULE I in respect of such portions of the Collateral
in which a security interest may be perfected as a result of such filing, the
Trustee will have a valid and perfected security interest in the Collateral, to
the extent that the Grantor has rights therein (other than proceeds, to the
extent Section 9-306 of the Uniform Commercial Code as in effect in the relevant
jurisdiction(s) is not complied with respect to such proceeds), subject to no
other Liens except Permitted Liens (as defined in the Indenture), and first
priority except to the extent of Permitted Liens described in the Indenture.
(b) Grantor is lawfully possessed of ownership of the Collateral
(provided that Grantor's rights in certain permits and licenses, including the
permit or other authorization from the FCC for the 148E orbital slot frequency
assignments) may, under applicable law, not be characterized as ownership
interests). Grantor has full power and lawful authority to grant and assign the
Collateral hereunder. Grantor will, so long as
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any Obligations shall be outstanding, warrant and defend its title to the
Collateral against the claims and demands of all Persons whomsoever.
(c) All subsidiaries of Grantor are listed in Paragraph 1 of
SCHEDULE II; all names of Grantor's predecessors-in-interest are listed in
Paragraph 2 of SCHEDULE II; and all names under which Grantor does business are
listed in Paragraph 3 of SCHEDULE II.
(d) Grantor's place of business, or if Grantor has more than one
place of business, Grantor's chief executive office, is set forth in Paragraph 4
of SCHEDULE II.
(e) Except for the filing or recording of the UCC Financing
Statements described in Section 8(a) and the notice and prior consent
requirements contained in the Communications Act and except as otherwise
described in Section 11, no authorization, approval, or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is
required either (i) for the grant by Grantor of the security interest in the
Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by Grantor, or (ii) for the perfection of such
security interest or the exercise by the Trustee of the rights and remedies
provided for in this Agreement.
(f) The execution, delivery and performance by Grantor of this
Agreement and the consummation of the transactions contemplated hereby
(including the creation of the Liens granted hereunder) will not (i) violate
Grantor's constituent organizational documents, (ii) violate any order, judgment
or decree of any Governmental Authorities binding on Grantor or any property or
assets of Grantor, (iii) violate or conflict with any law, rule, regulation, or
Permit applicable to Grantor or any of its properties, (iv) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any agreement, indenture, mortgage, deed of trust, equipment
lease, instrument or other document to which Grantor is a party or pursuant to
which any of its properties or assets are bound, (v) result in or require the
creation or imposition of any Lien upon any material properties or assets of
Grantor (other than the creation of the Liens granted hereunder), or (vi)
require any approval or consent of Grantor's owners.
9. FURTHER ASSURANCES.
(a) Grantor agrees that from time to time, at the expense of
Grantor, Grantor will promptly (i) execute and file such financing or
continuation statements, or amendments thereto, and such other instruments,
endorsements or notices, and take such other actions, as may be reasonably
necessary or as the Trustee may reasonably request, in order to perfect and
preserve the assignments and security interests granted or purported to be
granted hereby; and (ii) if any Collateral shall be located outside the United
States, but on the Earth, while title therein is vested in Grantor, ensure that
prior to such time as such Collateral leaves the United States, all necessary
steps are taken to perfect the Trustee's security interest therein pursuant to
local law. Notwithstanding any other provision of this Agreement, the Grantor
shall not be required to perfect the Trustee's security interest in
jurisdictions located outside the United States,
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but on the Earth, except that the Grantor shall exercise reasonable efforts
to perfect the Trustee's security interest in jurisdictions where the Grantor
has major warehouses.
(b) Grantor hereby authorizes the Trustee to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of Grantor where permitted by
law. Copies of any such statement or amendment thereto shall promptly be
delivered to Grantor.
(c) Grantor shall pay all filing, registration and recording
fees or refiling, re-registration and re-recording fees, and all expenses
incident to the execution and acknowledgment of this Agreement, any assurance,
and all federal, state, county and municipal stamp taxes and other taxes,
duties, imports, assessments and charges arising out of or in connection with
the execution and delivery of this Agreement, any agreement supplemental hereto
and any instruments of further assurance.
10. PLACE OF PERFECTION. Grantor shall give the Trustee at least
thirty (30) business days' notice before it changes the location of its chief
executive office, or its name, identity or structure, and shall at the expense
of Grantor execute and deliver such instruments and documents as are required to
maintain the priority and perfection of the security interest granted hereby.
Grantor shall not change the location of its principal place of business or
chief executive office to any location outside of the United States unless the
Trustee is reasonably satisfied (based upon advice of legal counsel) that the
security interest created under this Agreement will not be adversely affected or
impaired.
11. MISCELLANEOUS.
(a) NOTICES. All notices and other communications required or
permitted to be given or made under this Agreement shall be in writing and shall
be deemed to have been duly given and received, regardless of when and whether
received, either: (a) on the day of hand delivery; or (b) on the third business
day after the day sent, when sent by United States certified mail, postage and
certification fee prepaid, return receipt requested, addressed as follows:
To the Trustee:
First Trust National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Trust Administration
To Grantor:
c/o EchoStar DBS Corporation
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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or at such other address as the specified entity most recently may have
designated in writing in accordance with this section to the others.
(b) HEADINGS. The headings in this Agreement are for purposes
of reference only and shall not affect the meaning or construction of any
provision of this Agreement.
(c) SEVERABILITY. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.
(d) AMENDMENTS, WAIVERS AND CONSENTS. Any amendment or waiver
of any provision of this Agreement and any consent to any departure by Grantor
from any provision of this Agreement shall be effective only if made or given in
compliance with all of the terms and provisions of the Indenture.
(e) INTERPRETATION OF AGREEMENT. Time is of the essence in each
provision of this Agreement of which time is an element.
(f) CONTINUING SECURITY INTEREST. This Agreement shall create a
continuing security interest in the Collateral and shall (i) remain in full
force and effect until payment and performance in full of the Obligations, (ii)
be binding upon Grantor, its successors and assigns, and (iii) inure, together
with the rights and remedies of the Trustee hereunder, to the benefit of the
Trustee and its successors, transferees and assigns.
(g) REINSTATEMENT. To the extent permitted by law, this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received by the Trustee in respect of the Obligations
is rescinded or must otherwise be restored or returned by the Trustee, upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of Grantor or
upon the appointment of any receiver, intervenor, conservator, trustee or
similar official for Grantor or any substantial part of its assets, or
otherwise, all as though such payments had not been made.
(h) SURVIVAL OF PROVISIONS. All representations, warranties and
covenants of Grantor contained herein shall survive the execution and delivery
of this Agreement, and shall terminate only upon the full and final payment and
performance by Grantor of the Obligations secured hereby.
(i) AUTHORITY OF THE TRUSTEE. The Trustee shall have and be
entitled to exercise all powers hereunder which are specifically granted to the
Trustee by the terms hereof, together with such powers as are reasonably
incident thereto. The Trustee may perform any of its duties hereunder or in
connection with the Collateral by or through agents or employees and shall be
entitled to retain counsel and to act in reliance upon the advice of counsel
concerning all such matters. Neither the Trustee nor any director, officer,
employee, attorney or agent of the Trustee shall be liable to Grantor for any
action taken or omitted to be taken by it or them hereunder, except for its or
their own gross
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negligence or willful misconduct, not shall the Trustee be responsible for
the validity, effectiveness or sufficiency of this Agreement or of any
document or security furnished pursuant hereto. The Trustee and its
directors, officers, employees, attorneys and agents shall be entitled to
rely on any communication, instrument or document reasonably believed by it
or them to be genuine and correct and to have been signed or sent by the
proper person or persons. Grantor agrees to indemnify and hold harmless the
Trustee and any other Person from and against any and all costs, expenses
(including reasonable fees, expenses and disbursements of attorneys and
paralegals (including, without duplication, reasonable charges of inside
counsel)), claims and liabilities incurred by the Trustee or such Person
hereunder, unless such claim or liability shall be due to willful misconduct
or gross negligence on the part of the Trustee or such Person.
(j) RELEASE; TERMINATION OF AGREEMENT. Subject to the
provisions of Section 11(g), this Agreement shall terminate upon full and final
payment and performance of all the Obligations. At such time, the Trustee
shall, at the request and expense of Grantor, promptly reassign and redeliver to
Grantor all of the Collateral hereunder which has not been sold, disposed of,
retained or applied by the Trustee in accordance with the terms hereof. Such
reassignment and redelivery shall be without warranty by or recourse to the
Trustee, except as to the absence of any prior assignments by the Trustee of its
interest in the Collateral, and shall be at the expense of Grantor.
(k) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which, when so executed and delivered, shall be deemed an original but all of
which shall together constitute one and the same agreement.
(l) WAIVERS. GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(i) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5(a), WAIVES
ALL RIGHTS OF NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE
TRUSTEE OF ITS RIGHTS FROM AND AFTER AN EVENT OF DEFAULT TO REPOSSESS THE
COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE
COLLATERAL. GRANTOR WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE
TRUSTEE IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO OBTAIN
POSSESSION OF, REPLEVY, ATTACH OR LEVY UPON COLLATERAL, TO ENFORCE ANY JUDGMENT
OR OTHER SECURITY FOR THE OBLIGATIONS, TO ENFORCE ANY JUDGMENT OR OTHER COURT
ORDER ENTERED IN FAVOR OF SUCH PARTY OR TO ENFORCE BY SPECIFIC PERFORMANCE,
TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS
AGREEMENT;
(ii) WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR
CROSS-CLAIM IN RESPECT OF, AND ALL STATUTES OF LIMITATIONS WHICH MAY BE RELEVANT
TO, SUCH ACTION OR PROCEEDING;
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(iii) WAIVES DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND
ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT; AND
(iv) WAIVES PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE
OBLIGATIONS, PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF
THE OBLIGATIONS.
(m) GOVERNING LAW. The validity, interpretation and enforcement
of this Agreement shall be governed by the laws of the State of New York without
giving effect to the conflict of law principles thereof.
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IN WITNESS WHEREOF, Grantor and the Trustee have caused this Security
Agreement to be duly executed as of the day and year first above written.
ECHOSTAR DBS CORPORATION,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President,
General Counsel and Secretary
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trust Officer
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SCHEDULE I
UCC-1 FILING LOCATIONS
1. Secretary of State of Colorado
2. Secretary of State of Minnesota
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SCHEDULE II
MISCELLANEOUS DISCLOSURES
-------------------------
(1) SUBSIDIARIES (SECTION 8(C)):
DirectSat Corporation
Dish, Ltd.
E-Sat, Inc. (80% owned by Dish, Ltd.)
Echo Acceptance Corporation
Echonet Business Network, Inc.
Echosphere Corporation
Echosphere de Mexico, S. de ▇.▇. de C.V.
EchoStar Capacity Corporation
EchoStar Indonesia, Inc.
EchoStar International Corporation
EchoStar International (Mauritius) Limited
EchoStar Manufacturing and Distribution Private Limited (India)
EchoStar North America Corporation
EchoStar Real Estate Corporation
EchoStar Satellite Broadcasting Corporation
EchoStar Satellite Corporation
FlexTracker Sdn. Bhd.
Houston Tracker Systems, Inc.
HT Ventures, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇ USA, Ltd. (a partnership)
Satellite Source, Inc.
Satrec Mauritius Limited (40% owned by EchoStar International Corporation)
(2) PREDECESSORS-IN-INTEREST (SECTION 8(c)):
None
(3) DBA'S (SECTION 8(C)):
None
(4) PLACE OF BUSINESS OR CHIEF EXECUTIVE OFFICE (SECTION 8(d):
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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