NorthStar Wireless L.L.C. 424B5Prospectus supplement for primary offering

The EchoStar Notes are being sold pursuant to note purchase agreements (the “Securities Purchase Agreements”), among us and the investors in the EchoStar Notes, dated as of November 8, 2024.

The New Senior Spectrum Secured Notes will be issued under an indenture (the “New Senior Spectrum Secured Notes Indenture”) to be dated as of as of the Settlement Date, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”). The terms of the New Senior Spectrum Secured Notes will include those stated in the New Senior Spectrum Secured Notes Indenture and those made part of the New Senior Spectrum Secured Notes Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The New Senior Spectrum Secured Notes will be unsecured obligations of the Company. The guarantees of the New Senior Spectrum Secured Notes will be secured by the collateral described below.

The EchoStar Convertible Notes will be issued under an indenture (the “EchoStar Convertible Notes Indenture” and, together with the New Senior Spectrum Secured Notes Indenture the “EchoStar Indentures”) to be dated as of the Settlement Date, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”). The terms of the EchoStar Convertible Notes will include those stated in the EchoStar Convertible Notes Indenture and those made part of the EchoStar Convertible Notes Indenture by reference to the TIA. The EchoStar Convertible Notes will be unsecured obligations of the Company. The guarantees of the EchoStar Convertible Notes will be secured by the collateral described below.

No public market currently exists for the EchoStar Notes, and we do not intend to apply to list the EchoStar Notes on any securities exchange or for quotation on any inter-dealer quotation system. The Company’s Class A Common Stock is listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “SATS.” On November 7, 2024, the last reported sale price of our Class A Common Stock was $26.07 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

As of the Settlement Date, EchoStar and its subsidiaries that are not Guarantors of the EchoStar Notes will not pledge any of its or their assets to secure the EchoStar Notes. The guarantees on the EchoStar Notes of each series will be secured equally and ratably with the EchoStar Exchange Notes, the EchoStar Notes of each other series and certain other secured indebtedness on a first-priority basis, subject to permitted liens, certain exceptions and the First Lien Intercreditor Agreement, by the Collateral. For the avoidance of doubt, the Collateral includes (i) to the extent permitted by law, the proceeds of the Pledged Licenses for frequencies in 3GPP Band Classes 66 and 70, (ii) the Pledged Licenses, to the extent permitted by law, and (iii) a pledge of the equity interests issued by the entities that own such spectrum assets; provided, for the avoidance of doubt, the 700 MHz Licenses, H Block Licenses and the CBRS Licenses (as each are

Each series of EchoStar Notes are EchoStar’s unsecured obligations and the guarantees of the EchoStar Notes are the obligations of only certain of EchoStar’s subsidiaries. Because EchoStar is a holding company, its right to participate in any distribution of assets of any of its subsidiaries, upon the subsidiary’s liquidation or reorganization or otherwise, is subject to the prior claims of such subsidiary’s creditors, except to the extent that EchoStar may be recognized as a creditor of that subsidiary and EchoStar’s claim is not subordinated in liquidation or reorganization. Creditors of the subsidiary would be entitled to payment in full from the subsidiary’s assets before EchoStar, as a shareholder, would be entitled to receive any distribution from the subsidiary which EchoStar might apply to make payments of principal and interest on the EchoStar Notes or other indebtedness. As a result, all current and future debt of non-Guarantor subsidiaries is and will be structurally senior to the EchoStar Notes.

Each EchoStar Indenture will permit the Guarantors to incur additional indebtedness secured by the lien on the collateral securing the EchoStar Notes that is equal and ratable with the lien on the Collateral securing the EchoStar Notes, including the EchoStar Exchange Notes. If a Guarantor incurs any such indebtedness, the holders of that indebtedness would be entitled to share ratably in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up and your rights to the Collateral would be further diluted by such indebtedness secured by the Collateral. The First Lien Intercreditor Agreement will contain a cap on pari passu claims (including without limitation any make-whole payment claims) at any time equal to 130% of the amount of outstanding pari passu debt incurred in compliance with the EchoStar Indentures and the indenture governing the EchoStar Exchange Notes, plus accrued and unpaid interest on such outstanding pari passu debt.

In addition, the rights of the holders of the EchoStar Notes with respect to the Collateral that will secure the EchoStar Notes on a first-priority basis will be, in the event we incur any Second Lien Obligations, as the case may be, subject to an intercreditor agreement among all holders of obligations secured by that Collateral on a first-priority basis and second-priority basis, including the holders of any other First Lien Obligations and Second Lien Obligations (each as defined in the “Description of the New Senior Spectrum

As a result, liquidating the Collateral securing the guarantees of the EchoStar Notes may not produce proceeds in an amount sufficient to pay any amounts due on the EchoStar Notes and any additional secured obligations, including the EchoStar Exchange Notes.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, we, as debtor- in-possession, any bankruptcy trustee, if one is appointed, or competing creditors could possibly assert that the fair market value of the Collateral on the date of the bankruptcy filing or any relevant date was less than the then-current principal amount of the EchoStar Notes and any additional secured obligations,

The wireless spectrum licenses constituting the Collateral for the EchoStar Notes are subject to renewal or revocation by the FCC. Wireless spectrum licenses are subject to regulation by the FCC and, depending on the jurisdiction, other federal, state and local, as well as international, governmental authorities and regulatory agencies, including, among other things, regulations governing the licensing, construction, operation, sale and interconnection arrangements of wireless telecommunications systems. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to, among others, how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered, and resolution of issues of interference between spectrum bands. The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation.

Failure to comply with FCC build-out requirements in a given license area may result in acceleration of other build-out requirements or in the modification, cancellation, or non-renewal of licenses. There can be no assurances that such wireless spectrum licenses will be renewed or not revoked, and therefore no assurances that such wireless spectrum licenses that constitute the Collateral would be available to holders to satisfy any amounts due on the EchoStar Notes.

The Collateral consists primarily of certain wireless spectrum licenses held by the Spectrum Assets Guarantors and the equity interests of such Spectrum Assets Guarantors. Courts have held that under the Communications Act of 1934 (the “Communications Act”), a holder of wireless spectrum licenses may not create a valid security interest in favor of its creditors directly in such licenses themselves. Instead, a holder of wireless spectrum licenses may be limited to pledging a security interest in favor of its creditors only in rights against third parties incident to the wireless spectrum licenses, the economic value of each wireless spectrum license and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the wireless spectrum licenses.

The EchoStar Indentures and the related security documents require only that the Spectrum Assets Guarantors pledge to the maximum extent permitted by law, all rights of such Spectrum Assets Guarantor against third parties in each case, in, under or relating to its wireless spectrum licenses held by such Spectrum Assets Guarantor and the proceeds of such wireless spectrum licenses, subject to the terms of the security documents, provided that such security interest will not include at any time any wireless spectrum licenses to the extent (but only to the extent) that at such time the applicable Collateral Agent party to such security document may not validly possess a security interest therein pursuant to the Communications Act, and the regulations promulgated thereunder, as in effect at such time. The security documents provide that such security interest does include, to the maximum extent permitted by law, all rights against third parties incident to such wireless spectrum licenses, subject to the terms of the security documents, the economic value of each such licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such wireless spectrum licenses.

In the event that it is determined that a Spectrum Assets Guarantor has not, pursuant to the security documents, created a valid security interest in favor of either Collateral Agent and the secured parties represented thereby, directly in its wireless spectrum licenses constituting Collateral, such Collateral Agent may be able to recover amounts due under the EchoStar Notes only against the proceeds of such wireless spectrum licenses.

In the case of the laws of England and Wales, where the security is registerable, provided that such security is registered, then the ranking of security interests granted by security providers incorporated in England and Wales is, subject to certain exceptions, determined by the date on which they were created. Accordingly, a security interest created on a later date over the same Collateral which has been duly registered will take priority over an earlier created security interest which has not been registered within the appropriate timeframe. The ranking of certain other security interests is determined by the date of registration or, as applicable, the date of notice. If the relevant security interests are not perfected, the holder of the security interest may have difficulty enforcing such holder’s rights in the Collateral with regard to third parties (including other creditors who claim a security interest in the same Collateral). On a related note, since the ranking of pledges is determined by the date on which they became enforceable against third parties, a security interest created on a later date over the same Collateral, but which came into force for third parties earlier (by way of registration in the appropriate register or by notification) has priority.

Each EchoStar Indenture provides that if a Guarantor transfers or causes to be transfer Collateral to EchoStar’s subsidiaries that are not Guarantors so that such subsidiary (i) owns any Collateral or (ii) directly owns any equity interests in any Spectrum Assets Guarantor, such subsidiary will guarantee the EchoStar Notes and secure the guarantees thereof with liens on the applicable assets or equity interests. Not all of

The lien searches on the Collateral, once completed, could reveal a prior lien or multiple prior liens on the Collateral and these prior liens may prevent or inhibit the Collateral Agents from foreclosing on the liens that will secure the EchoStar Notes and may impair the value of the Collateral. Lien searches will be run on the Collateral in the United States (but not any other applicable jurisdictions) and we cannot guarantee that lien searches on the Collateral that will secure the EchoStar Notes and the guarantees thereof will reveal any and all existing liens on such Collateral. Any such existing lien, including undiscovered liens, could be significant, could be prior in ranking to the liens securing the EchoStar Notes and guarantees thereof and could have an adverse effect on the ability of the collateral agent to realize or foreclose upon the Collateral.

The EchoStar Notes are new issuances of securities for which no public trading market currently exists. A liquid market for the EchoStar Notes may not develop or be maintained. There can be no assurances as to the ability of the holders to sell the EchoStar Notes or the price at which the holders would be able to sell the EchoStar Notes. If such a market were to exist, the EchoStar Notes could trade at prices that may be higher or lower than the principal amount or repurchase price of the EchoStar Notes, depending on many factors, including prevailing interest rates, the market for similar notes, and our financial performance. In addition, the trading price of the EchoStar Notes may fluctuate, depending upon prevailing interest rates, the market for similar notes, our performance and other factors. The EchoStar Notes will not be listed on any national securities exchange or be quoted on any automated dealer quotation system.

Any issuance of equity securities after this offering, including the issuance of shares of Class A Common Stock upon conversion of the EchoStar Convertible Notes, could dilute the interests of our existing stockholders, including holders who have received shares upon conversion of their EchoStar Convertible Notes, and could substantially decrease the trading price of our Class A Common Stock and the EchoStar Convertible Notes. We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options or for other reasons.

In addition, the price of our Class A Common Stock could also be affected by possible sales of our Class A Common Stock by investors who view the EchoStar Convertible Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect to develop involving our Class A Common Stock. The hedging or arbitrage could, in turn, affect the trading price of

We will not adjust the conversion rate for other events, such as certain issuances of Class A Common Stock for cash or in connection with an acquisition that may adversely affect the trading price of the EchoStar Convertible Notes or our Class A Common Stock. If we engage in any of these types of transactions, the value of the Class A Common Stock into which the EchoStar Convertible Notes may be convertible may be diluted. An event that adversely affects the value of the EchoStar Convertible Notes, but does not result in an adjustment to the conversion rate, may occur.

Although the increase in the conversion rate is designed to compensate you for the lost option time value of your Notes as a result of the make-whole fundamental change or in connection with the relevant redemption, as the case may be, the increase in the conversion rate is only an approximation of the lost value and may not adequately compensate you for the loss. In addition, you will not be entitled to an increased conversion rate if:

Furthermore, a holder will not receive the additional consideration payable as a result of the increase in the conversion rate until the effective date of the make-whole fundamental change, the relevant redemption, or even later, which could be a significant period of time after the date the holder has surrendered its EchoStar Convertible Notes for conversion. Our obligation to increase the conversion rate as described above also could be considered a penalty, in which case its enforceability would be subject to general principles

We expect that many investors in, and potential purchasers of, the EchoStar Convertible Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the EchoStar Convertible Notes. Investors would typically implement such a strategy by selling short the Class A Common Stock underlying the EchoStar Convertible Notes and dynamically adjusting their short position while continuing to hold the EchoStar Convertible Notes. Investors may also implement this type of strategy by entering into swaps on Class A Common Stock in lieu of or in addition to short selling Class A Common Stock. We cannot assure you that market conditions will permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all. If market conditions do not permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all, at any time while the EchoStar Convertible Notes are outstanding, the trading price and liquidity of the EchoStar Convertible Notes may be adversely affected.

The SEC and other regulatory and self-regulatory authorities have in the past implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including Class A Common Stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. These circuit breakers have been tripped on several occasions during periods of increased market volatility and are likely to be tripped in the future. Any governmental or regulatory action that restricts or affects the ability of investors in, or potential purchasers of, the EchoStar Convertible Notes to effect short sales of Class A Common Stock, borrow Class A Common Stock or enter into swaps on Class A Common Stock could adversely affect the trading price and the liquidity of the EchoStar Convertible Notes.

In addition, the number of our Class A Common Stock available for lending in connection with short sale transactions and the number of counterparties willing to enter into an equity swap on our Class A Common Stock with a note investor may not be sufficient for the implementation of a convertible arbitrage strategy. These and other market events could make implementing a convertible arbitrage strategy prohibitively expensive or infeasible. We cannot assure you that a sufficient number of our Class A Common Stock will be available to borrow on commercial terms, or at all, to potential purchasers in this offering or holders of the EchoStar Convertible Notes. If investors in this offering or potential purchasers of the EchoStar Convertible Notes that seek to employ a convertible arbitrage strategy are unable to do so on commercial terms, or at all, then the trading price of, and the liquidity of the market for, the EchoStar Notes may significantly decline.

In addition, under ASU 2020-06, the dilutive effect of convertible instruments shall be reflected in diluted EPS by application of the if-converted method. However, the diluted EPS result under the if-converted method for a convertible instrument for which the principal is required to be settled in cash and the conversion spread in cash or shares (such as the EchoStar Convertible Notes), will be similar to the diluted EPS result under previous GAAP of applying the treasury stock method, unless the embedded conversion option must be separated. Under this method, the shares issuable upon conversion of the EchoStar Convertible Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the EchoStar Convertible Notes exceeds the principal amount of the EchoStar Convertible Notes. For diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such in-the-money amount are issued. We cannot be sure that accounting methods will not change in the future, and any future changes in the accounting methods may adversely affect our diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the EchoStar Convertible Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the EchoStar Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital.

In the future, we may sell additional shares of our Class A Common Stock to raise capital or acquire interests in other companies by using a combination of cash and our Class A Common Stock or just our Class A Common Stock. These events may dilute the ownership interest of our shareholders in our company and have an adverse impact on the price of our Class A Common Stock and, in turn, the EchoStar Convertible Notes. In addition, a substantial number of shares of our Class A Common Stock is reserved for issuance upon the exercise of stock options and settlement of restricted share units and stock units. Furthermore, sales of a substantial amount of our Class A Common Stock in the public market, future conversions of the EchoStar Convertible Notes into our Class A Common Stock, or the perception that these sales or conversions may occur, could reduce the market price of our Class A Common Stock and, in turn, the EchoStar Convertible Notes. This could also impair our ability to raise additional capital through the sale of our securities. Charles W. Ergen, our Chairman, beneficially owns approximately 53.9% of our total equity securities (assuming conversion of all Class B Common Stock beneficially owned by Mr. Ergen into Class A Common Stock) and beneficially owns approximately 91.4% of the total voting power of all classes of shares (assuming no conversion of any Class B common stock). Additionally, Mr. Ergen and the other Ergen Stockholders have agreed not to vote, or cause or direct to be voted, the Class A Common Stock beneficially owned by them, other than with respect to any matter presented to the holders of Class A Common Stock on which holders of Class B Common Stock are not entitled to vote, for three years following the closing of the merger between EchoStar and DISH Network. As a result, Mr. Ergen’s effective total

As a holder of the EchoStar Convertible Notes, you will not be entitled to any rights with respect to our Class A Common Stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our Class A Common Stock), but you will be subject to all changes affecting our Class A Common Stock. You will have rights with respect to our Class A Common Stock only on the relevant conversion date (if we have elected to deliver solely shares of Class A Common Stock (other than solely cash in lieu of any fractional share upon conversion of the EchoStar Convertible Notes)) or on the last VWAP trading day of the applicable observation period (if we have elected to deliver cash in respect of a portion of the conversion obligation), and only to the extent that we are obligated to deliver to you shares of Class A Common Stock in respect of your conversion obligation. For example, in the event that an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date you are deemed to have received Class A Common Stock, if any, upon conversion, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Class A Common Stock. In addition, because of the contingent conversion and settlement features of the EchoStar Convertible Notes you may not be able to convert your EchoStar Convertible Notes until May 30, 2030, and you may not receive any shares upon conversion.

As discussed elsewhere in this prospectus supplement, each series of EchoStar Notes will be jointly and severally guaranteed on a senior secured basis by EchoStar’s Subsidiaries that on or after the Settlement Date: (1) hold any Spectrum Assets or (2) directly own any Equity Interests in any Spectrum Assets Guarantor.

The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” Rule 13-01 of Regulation S-X and “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities.” As of the Settlement Date, (a) Northstar Wireless, LLC, SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. will be the Initial Spectrum Assets Guarantors and (b) Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. will be the Initial Equity Pledge Guarantors.

The following presents the summarized financial information on a combined basis for EchoStar, the Spectrum Assets Guarantors and the Equity Pledge Guarantors, which are collectively referred to as the “obligated group.”

Each Spectrum Assets Guarantor and Equity Pledge Guarantor is consolidated by EchoStar Corporation as of June 30, 2024 and December 31, 2023.

Each entity in the summarized combined financial information follows the same accounting policies as described in the condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and is derived from EchoStar’s condensed consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.

In conjunction with the Settlement Date, the Company intends to eliminate substantially all of the Spectrum Assets Guarantors’ and Equity Pledge Guarantors’ amounts due to or from the non-Guarantor subsidiaries of EchoStar. The elimination of amounts due to or from the non-Guarantor group will be reflected in EchoStar’s filings subsequent to the Settlement Date. Prospectively, substantially all of the remaining intercompany balances will relate to the amounts due to or from EchoStar.

The New Senior Spectrum Secured Notes will be jointly and severally guaranteed on a senior secured basis by the Company’s Subsidiaries that on or after the Issue Date: (1) hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”) or (2) directly own any Equity Interests in any Spectrum Assets Guarantor (each, an “Equity Pledge Guarantor” and, together with each Spectrum Assets Guarantor, the “Guarantors”). As of the Issue Date, (a) NorthStar Wireless L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. will be Spectrum Assets Guarantors (the “Initial Spectrum Assets Guarantors”) and (b) NorthStar Spectrum L.L.C., SNR Wireless Holdco, L.L.C., DBSD Services Limited and Gamma Acquisition Holdco, L.L.C. will be the Equity Pledge Guarantors (the “Initial Equity Pledge Guarantors”).

A Notes Guarantee of a Guarantor will be discharged and released upon the delivery to the Trustee and Collateral Agent of an officer’s certificate stating that one of the following has occurred, and an opinion of counsel that all conditions to such release and discharge under the terms of the New Senior Spectrum Secured Notes Indenture have been satisfied:

Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents.

Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (1) shall not be permitted while any Default or Event of Default has occurred and is continuing.

At any time prior to November 30, 2026, upon not less than 10 nor more than 60 days’ notice, the Company may redeem all or part of the New Senior Spectrum Secured Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium and accrued and unpaid interest, if any, to the redemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date.

At any time and from time to time on or after November 30, 2026, the Company may redeem the New Senior Spectrum Secured Notes, in whole or in part, upon not less than 10 and not more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount of New Senior Spectrum Secured Notes to be redeemed) set forth below, together with accrued and unpaid interest, to such applicable redemption date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the New Senior Spectrum Secured Notes or portions thereof called for redemption on the applicable redemption date.

Any redemption pursuant to this covenant shall be made pursuant to the provisions of Section 3.01 to Section 3,06 of the New Senior Spectrum Secured Notes Indenture.

In the case of any partial redemption, unless otherwise required by law or, with respect to Global Notes, by the procedures of the Depositary, the New Senior Spectrum Secured Notes to be redeemed will be selected on a pro rata basis; provided, that, unless otherwise required by law, certificated New Senior Spectrum Secured Notes (other than Global Notes) will be selected by the Trustee by lot.

None of the Guarantors shall, and the Company shall cause the Guarantors not to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness; provided, however, that notwithstanding the foregoing, any Guarantor may incur, so long as no Default or Event of Default has occurred and is continuing:

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one clause in the paragraph above, such Indebtedness may be divided, classified or reclassified at the time of incurrence thereof or at any later time (in whole or in part) in any manner that complies with this covenant and such item of Indebtedness may be incurred partially under one clause and partially under one or more other clauses.

The principal amount of any Indebtedness outstanding under any clause of this covenant will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness.

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

If any Guarantor transfers or causes to be transferred, in one transaction or a series of related transactions, Collateral (other than any Collateral that is released from the Lien securing the New Senior Spectrum Secured Notes pursuant to the provisions of the New Senior Spectrum Secured Notes Indenture or the Security Documents) to another Guarantor or any of the Company’s Subsidiaries that is not a Guarantor, then:

Notwithstanding anything to the contrary in the foregoing, no Guarantor shall sell, assign, transfer, convey or dispose of any Collateral to any Affiliate of such Guarantor (other than another Guarantor or a Spectrum Joint Venture); provided that any sale, assignment, transfer, conveyance or disposal of any

In the case of an Event of Default arising from the events of bankruptcy or insolvency with respect to the Company or any Guarantor described in clause (9) or (10) above, all outstanding New Senior Spectrum Secured Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount then outstanding of the New Senior Spectrum Secured Notes may declare all the New Senior Spectrum Secured Notes to be due and payable immediately.

However, notwithstanding the foregoing, a Default under clause (4), (5), (6), (7) or (11) described above, will not constitute an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding New Senior Spectrum Secured Notes notify the Company of the Default and, with respect to clause (4), (5), (6), (7) or (11) such Default is not cured within the time specified in clause (4), (5), (6), (7) or (11) described above after receipt of such notice.

Subject to certain limitations, Holders of a majority in principal amount of the then outstanding New Senior Spectrum Secured Notes issued under the New Senior Spectrum Secured Notes Indenture may direct the Trustee in its exercise of any trust or power.

Subject to the provisions of the New Senior Spectrum Secured Notes Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the New Senior Spectrum Secured Notes Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. No Holder may pursue any remedy with respect to the New Senior Spectrum Secured Notes Indenture or the New Senior Spectrum Secured Notes unless:

The Holders of a majority in aggregate principal amount of the then outstanding of the New Senior Spectrum Secured Notes, by written notice to the Trustee, may on behalf of the Holders of all of the New Senior Spectrum Secured Notes rescind an acceleration or waive any existing Default or Event of Default and

Notwithstanding the generality of the foregoing, if the New Senior Spectrum Secured Notes are accelerated or otherwise become due prior to their stated maturity (including the acceleration of any portion of the Indebtedness evidenced by the New Senior Spectrum Secured Notes by operation of law), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the New Senior Spectrum Secured Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the New Senior Spectrum Secured Notes shall also be due and payable as though the New Senior Spectrum Secured Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the obligations with respect to the New Senior Spectrum Secured Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Applicable Premium or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the New Senior Spectrum Secured Notes and interest shall accrue on the full principal amount of the New Senior Spectrum Secured Notes (including the Applicable Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the New Senior Spectrum Secured Notes, and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the New Senior Spectrum Secured Notes or the New Senior Spectrum Secured Notes Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the New Senior Spectrum Secured Notes.

Except as provided in the next two paragraphs, the New Senior Spectrum Secured Notes Indenture, the New Senior Spectrum Secured Notes, the Notes Guarantees and the Security Documents may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding New Senior Spectrum Secured Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, New Senior Spectrum Secured Notes), and except as provided in the next two paragraphs, any existing Default or Event of Default or compliance with any provision of the New Senior Spectrum Secured Notes Indenture, the New Senior Spectrum Secured Notes or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the New Senior Spectrum Secured Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, New Senior Spectrum Secured Notes).

Without the consent of each Holder affected, however, an amendment, supplement or waiver may not:

The New Senior Spectrum Secured Notes Indenture and the rights of the Trustee and the Holders under the Security Documents will be discharged and will cease to be of further effect as to all New Senior Spectrum Secured Notes issued thereunder, when:

In addition, the Company must deliver to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied.

If the Trustee becomes a creditor of the Company or any Guarantor, the New Senior Spectrum Secured Notes Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.

The Holders of a majority in principal amount of the then outstanding New Senior Spectrum Secured Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The New Senior Spectrum Secured Notes

“Applicable Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 30, 2026; provided, however, that if the period from the redemption date to November 30, 2026 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Appraised Value” means, as of any date of determination, the aggregate fair market value (without duplication) of the applicable assets on such date as certified in one or more written appraisals as of a date no more than 90 days prior to such, each conducted by an Independent Appraiser as determined pursuant to

“Authorized Representative” means the agent or representative acting on behalf of holders of any First Lien Indebtedness or Second Lien Indebtedness, as applicable.

“AWS-3 Spectrum” means any FCC AWS-3 wireless spectrum license held by the Spectrum Assets Guarantors.

“AWS-4 Spectrum” means any FCC AWS-4 wireless spectrum license held by the Spectrum Assets Guarantors.

“Bankruptcy Code” means title 11, United States Code, 11 U.S.C. §§ 101 et seq. (as amended, modified, or supplemented from time to time).

“Bankruptcy Law” means the Bankruptcy Code or any similar federal or state law for the relief of debtors, or affecting creditors’ rights generally.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York, New York.

“Capital Stock” means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred.

“Cash Equivalents” means: (a) United States dollars; (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than two years from the date of acquisition; (c) certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500 million; (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (b) and (c) entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper rated P-2, A-2 or better or the equivalent thereof by Moody’s or S&P, respectively, and in each case maturing within 12 months after the date of acquisition and (f) money market funds offered by any domestic commercial or investment bank having capital and surplus in excess of $500 million at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.

“CBRS Licenses” means any FCC CBRS wireless spectrum license held by the Company or any of the Company’s subsidiaries.

“Change of Control” means: (a) any transaction or series of related transactions the result of which is that any Person (other than the Principal or a Related Party) individually owns more than 50% of the total Voting Stock of the Company, measured by voting power rather than the number of shares or more than 50% of the economic interests represented by the outstanding Capital Stock of the Company; (b) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of EchoStar and its Subsidiaries, taken as a whole, to any person; or (c) the establishment of one or more holding companies for the purpose of owning, directly or indirectly, a majority or more of the Capital Stock of the Company either by voting power or economic interest.

“Covered Debt Amount” means, on any date of determination, the sum of (without duplication) (i) the aggregate outstanding principal amount of Indebtedness incurred by the Guarantors, determined on a consolidated basis, as shown on the Company’s most recently available internal balance sheet and (ii) with respect to any Indebtedness in clause (i), the maximum amount of interest payable-in-kind that may be added to principal of such Indebtedness under its terms and the maximum amount of accreted value that may be added to such Indebtedness under its terms if issued at a discount, after giving pro forma effect to (x) any Indebtedness that has been incurred by the Guarantors on or after the date of such balance sheet, including on such date of determination, and the use of proceeds thereof and (y) any Indebtedness of the Guarantors that has been repaid (including by redemption, repayment, retirement or extinguishment) on or after the date of such balance sheet, including on such date of determination.

“DDBS” means collectively DISH DBS Corporation (or any successor in interest thereto) and its subsidiaries.

“Disinterested Director” means a member of the Company’s Board of Directors who is not a director, officer or employee of the Company’s controlled Affiliates.

“New Senior Spectrum Secured Notes” means the New Senior Spectrum Secured Notes to be issued under the New Senior Spectrum Secured Notes Indenture on the Issue Date.

“New Senior Spectrum Secured Notes Documents” means the New Senior Spectrum Secured Notes Indenture, the New Senior Spectrum Secured Notes, the Notes Guarantees and the Security Documents.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (including any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Pledge Agreement” means the Equity Pledge Agreement dated as of the Issue Date, between the Equity Pledge Guarantors and the Collateral Agent, as amended, restated, modified, supplemented, extended or replaced from time to time.

“fair market value” means the value that would be paid by a willing buyer to an unaffiliated willing seller.

“FCC” means the Federal Communications Commission, including without limitation a bureau or division thereof acting under delegated authority, and any substitute or successor agency.

“FCC Licenses” means licenses, authorizations and permits for wireless terrestrial service, including without limitation commercial mobile service, issued from time to time by the FCC.

“First Lien Covered Debt Amount” means, on any date of determination, the sum of (without duplication) (i) the aggregate outstanding principal amount of the New Senior Spectrum Secured Notes, (ii) the aggregate outstanding principal amount of any other First Lien Indebtedness, determined on a consolidated basis, as shown on the Company’s most recently available internal balance sheet and (iii) with respect to any Indebtedness in clauses (i) and (ii) the maximum amount of interest payable-in-kind that may be added to principal of such Indebtedness under its terms and the maximum amount of accreted value that may be added to such Indebtedness under its terms if issued at a discount after giving pro forma effect to (x) any First Lien Indebtedness has been incurred on or after the date of such balance sheet, including on such date of determination, and the use of proceeds thereof and (y) any First Lien Indebtedness that has been repaid (including by redemption, repayment, retirement or extinguishment) on or after the date of such balance sheet, including on such date of determination.

“First Lien Intercreditor Agreement” means, a First Lien Intercreditor Agreement to be entered into on Issue Date among the grantors named therein, the Collateral Agent and the representatives for purposes thereof for Holders of one or more classes of First Lien Obligations.

“First Lien LTV Ratio” means, on any date of determination, the ratio of (a) the First Lien Covered Debt Amount to (b) the aggregate Appraised Value of the Collateral, without duplication.

“First Lien Obligations” means any first priority obligations permitted to be incurred under the New Senior Spectrum Secured Notes Indenture in respect of any First Lien Indebtedness.

“First Lien Representative” means an Authorized Representative for the holders of such First Lien Indebtedness.

“Independent Appraiser” means any Person that (a) is a firm of U.S. national or international standing engaged in the business of appraising FCC Licenses (as determined by the Company in good faith) or (b) if no such person described in clause (a) above is at such time generally providing appraisals of FCC Licenses (as determined by the Company in good faith) then, an independent investment banking firm of U.S. national or international standing qualified to perform such appraisal (as determined by the Company in good faith).

“Intercreditor Agreement” means a First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement as the context requires.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“Rating Decline” means the occurrence on any date beginning on the date of the public notice by the Company or another Person seeking to effect a Change of Control of an arrangement that, in the Company good-faith judgment, is expected to result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control or abandonment of the applicable Change of Control transaction (which period shall be extended so long as the rating of the New Senior Spectrum Secured Notes is under publicly announced consideration for possible downgrade by any Rating Agency) of a decline in the rating of the New Senior Spectrum Secured Notes by either Rating Agency by at least one notch in the gradation of the rating scale (e.g., + or — for S&P or 1, 2 and 3 for Moody’s) from such Rating Agency’s rating of the New Senior Spectrum Secured Notes; provided that such Rating Agency has confirmed that such decrease of rating is a solely as a result of the Change of Control.

“Related Party” means, with respect to the Principal, (a) the spouse and each immediate family member of the Principal and (b) each trust, corporation, partnership or other entity of which the Principal beneficially holds an 80% or more controlling interest.

“Replacement Cash” means, with respect to any Asset Sale involving Band 66 AWS-3 Spectrum, an amount of cash and Cash Equivalents equal to the applicable Collateral Deficit.

“Required Amount” means, with respect to any Net Proceeds and Specified Net Proceeds, an amount equal to (x) the sum of (i) 37.5% of all Net Proceeds from Asset Sales consummated following the Issue

“Retail Wireless Business” means the provision of prepaid and postpaid wireless communications, data and other services to subscribers, whether or not utilizing wireless spectrum licenses, including as a mobile virtual network operator.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. “SEC” means the United States Securities and Exchange Commission.

“Second Lien Intercreditor Agreement” means a Second Lien Intercreditor Agreement substantially in the form of an exhibit attached to the New Senior Spectrum Secured Notes Indenture among the grantors named therein, the Collateral Agent and the representatives for purposes thereof for Holders of one or more classes of Junior Lien Obligations (as defined in the Second Lien Intercreditor Agreement) having a Lien on the Collateral ranking junior to the Lien securing the obligations under the New Senior Spectrum Secured Notes Indenture.

“Second Lien Representative” means an Authorized Representative for the holders of Second Lien Indebtedness.

“Security Agreement” means the security agreement dated as of the Issue Date, among the Spectrum Assets Guarantors, the Equity Pledge Guarantors and the Collateral Agent, as amended, restated, modified, supplemented, extended or replaced from time to time.

“Security Documents” means the Equity Pledge Agreement, the Security Agreement, each Intercreditor Agreement, and all other pledge agreements, security agreements, deeds of trust, deeds to secure debt, pledges, collateral assignments and other agreements or instruments evidencing or creating any security interest or Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders in any or all of the Collateral.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation as in effect on the date of the New Senior Spectrum Secured Notes Indenture.

“Spectrum Assets” means any (i) FCC Licenses with respect to AWS-3 Spectrum and AWS-4 Spectrum, including the proceeds for Band 66 and Band 70 of AWS-3 Spectrum and AWS-4 Spectrum held by the Spectrum Assets Guarantors and (ii) the proceeds thereof, in each case until any such FCC License no longer constitutes Collateral pursuant to the provisions of the New Senior Spectrum Secured Notes Indenture and the Security Documents.

“Spectrum Joint Venture” means bona fide joint venture between Company and/or the Guarantors with an unaffiliated third party; provided however that the Principal, any Related Party and any employees

The EchoStar Convertible Notes will be jointly and severally guaranteed on a senior secured basis by the Company’s Subsidiaries that on or after the Issue Date: (1) hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”) or (2) directly own any Equity Interests in any Spectrum Assets Guarantor (each, an “Equity Pledge Guarantor” and, together with each Spectrum Assets Guarantor, the “Guarantors”). As of the Issue Date, (a) Northstar Wireless, LLC, SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. will be Spectrum Assets Guarantors (the “Initial Spectrum Assets Guarantors”) and (b) Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. will be the Equity Pledge Guarantors (the “Initial Equity Pledge Guarantors”).

A Notes Guarantee of a Guarantor will be discharged and released upon the delivery to the Trustee and Collateral Agent of an officer’s certificate that one of the following has occurred, and an opinion of counsel that all conditions to such release under the terms of the EchoStar Convertible Notes Indenture have been satisfied:

Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (1) shall not be permitted while any Default or Event of Default has occurred and is continuing.

The New Senior Spectrum Secured Notes and the EchoStar Exchange Notes will also be secured by first-priority security interests over the Collateral, subject to permitted liens, certain exceptions and the First Lien Intercreditor Agreement. On the Issue Date, the Trustee and the Collateral Agent will enter into the First Lien Intercreditor Agreement which sets forth the terms of the relationship among the EchoStar Convertible Notes, the New Senior Spectrum Secured Notes, the EchoStar Exchange Notes and any other First Lien Obligations incurred after the Issue Date.

As of the Issue Date, (a) the only material assets of the Initial Spectrum Assets Guarantors will be Spectrum Assets and (b) the only material assets of the Initial Equity Pledge Guarantors will be Equity Interests in the Initial Spectrum Assets Guarantors.

The Collateral will be pledged pursuant to the Equity Pledge Agreement, the Security Agreement and any other grants or transfers for security executed and delivered to the Collateral Agent creating a Lien in favor of the Collateral Agent from time to time for the benefit of the Trustee and the Holders.

By their acceptance of the EchoStar Convertible Notes, Holders will be deemed to have (i) authorized and instructed the Collateral Agent to enter into the applicable Intercreditor Agreements on behalf of the Trustee and the Holders to the extent permitted by the EchoStar Convertible Notes Indenture and the other Security Documents, (ii) agreed to be bound thereby upon execution thereof by the Collateral Agent, and (iii) authorized the Collateral Agent to enter into any such applicable Intercreditor Agreements upon having received instruction from the Company to do so (other than the First Lien Intercreditor Agreement which will be entered into on the Issue Date).

So long as no Event of Default shall have occurred and be continuing, and subject to certain terms and conditions, the Guarantors will be entitled to exercise any voting and other consensual rights pertaining to all Equity Interest pledged pursuant to the Security Documents and to remain in possession and retain

Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (3) shall not be permitted while any Default or Event of Default has occurred and is continuing. Any request to the Trustee and Collateral Agent to release Collateral shall be accompanied by an opinion of counsel and officer’s certificate stating that such release complies with the EchoStar Convertible Notes Indenture.

To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected. Notwithstanding anything to the contrary in this paragraph, neither the Company nor the Guarantors will be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable the released Collateral.

We will cause all EchoStar Convertible Notes surrendered for payment, repurchase (including as described below, but excluding EchoStar Convertible Notes repurchased pursuant to cash-settled swaps or other derivatives), redemption, registration of transfer or exchange or conversion, if surrendered to any person other than the Trustee (including any of our agents, subsidiaries or affiliates), to be delivered to the Trustee for cancellation, and they will no longer be considered “outstanding” under the EchoStar Convertible Notes Indenture upon their payment, repurchase, redemption, registration of transfer or exchange or conversion. All EchoStar Convertible Notes delivered to the Trustee for cancellation shall be cancelled promptly by the Trustee. No EchoStar Convertible Notes shall be authenticated in exchange for any EchoStar Convertible Notes cancelled, except as provided in the EchoStar Convertible Notes Indenture.

We may, to the extent permitted by law, directly or indirectly (regardless of whether such EchoStar Convertible Notes are surrendered to us), repurchase EchoStar Convertible Notes in the open market or otherwise, whether by us or our subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the prior written notice to or consent of the Holders of the EchoStar Convertible Notes.

No “sinking fund” is provided for the EchoStar Convertible Notes, which means that we are not required to redeem or retire the EchoStar Convertible Notes periodically.

EchoStar shall obtain an initial appraisal of the Collateral (the “Initial Appraisal”) pursuant to the definition of the “Appraised Value” and deliver that Initial Appraisal to the Trustee within 60 days of the Issue Date.

If, following the Issue Date, FCC Licenses that form part of the Collateral accounting for up to 10% of the aggregate MHz-POPs of all the FCC Licenses constituting the Collateral are forfeited to the FCC, on any date, as a result of the Company’s failure to meet its buildout milestones with respect to such forfeited FCC Licenses (such date, the “Forfeiture Date”), the Company within 60 days of such Forfeiture Date shall obtain a written appraisal (the “Forfeiture Appraisal”) of the Collateral pursuant to the definition of the “Appraised Value” and shall deliver a certificate to the Trustee stating that the LTV Ratio as of the date of the appraisal that does not exceed 0.375 to 1.00 (the “First Certificate”); provided that if such LTV Ratio exceeds 0.375 to 1.00, and therefore, the foregoing First Certificate cannot be delivered, then within 60 days receipt by the Company of the Forfeiture Appraisal and subject to the First Lien Intercreditor Agreement and the Security Documents, the Company shall: (i) add additional Spectrum Asset Guarantors and/or pledge (or cause to be pledged) cash (provided that any such cash shall be held in a deposit account established by the Company subject to the sole dominion and control of the Collateral Agent with respect to which the Company shall not have withdrawal rights prior to the repayment in full of the EchoStar Convertible Notes pursuant to a customary account control agreement that will provide, among other things, the cash in such account shall not be invested and need not accrue any interest) or additional Collateral

Upon conversion, you will not receive any separate cash payment for accrued and unpaid interest, if any, except as described below. Our payment and delivery, as the case may be, to you of the cash, shares of our Class A Common Stock or a combination thereof, as the case may be, issuable upon conversion will be deemed to satisfy in full our obligation to pay:

As a result, accrued and unpaid interest, if any, to, but not including, the relevant conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of EchoStar Convertible Notes into a combination of cash and shares of our Class A Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion.

Notwithstanding the immediately preceding two paragraphs, if EchoStar Convertible Notes are converted after the close of business on a regular record date for the payment of interest but prior to the open of business on the immediately following interest payment date, Holders of such EchoStar Convertible Notes at the close of business on such regular record date will receive the full amount of interest payable on such EchoStar Convertible Notes on the corresponding interest payment date notwithstanding the conversion. EchoStar Convertible Notes surrendered for conversion during the period from the close of business on any regular record date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the EchoStar Convertible Notes so converted on the corresponding interest payment date (regardless of whether the converting Holder was the Holder of record on the corresponding regular record date); provided that no such payment need be made:

Therefore, for the avoidance of doubt, all record Holders on the regular record date immediately preceding the maturity date and any fundamental change repurchase date described in the bullets in the preceding paragraph will receive and retain the full interest payment due on the maturity date, any redemption date described in the second bullet of the preceding paragraph or other applicable interest payment date regardless of whether their EchoStar Convertible Notes have been converted following such regular record date and the converting Holder will not be required to make any corresponding interest payment.

Prior to the close of business on the business day immediately preceding May 30, 2030, a Holder may surrender all or any portion of its EchoStar Convertible Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2024 (and only during such calendar quarter), if the last reported sale price of our Class A Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. We will determine whether the EchoStar Convertible Notes are convertible because the sale price condition has been met and provide written notice to the Holders of the EchoStar Convertible Notes, the Trustee and the conversion agent (if other than the Trustee).

The “last reported sale price” will be determined without regard to after-hours trading or any other trading outside of regular trading session hours.

“Relevant stock exchange” means The NASDAQ Global Select Market, or, if our Class A Common Stock is not then listed on The NASDAQ Global Select Market, the principal other U.S. national or regional securities exchange on which our Class A Common Stock is then listed or, if our Class A Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which our Class A Common Stock is then traded.

If our Class A Common Stock is not listed or traded on a relevant stock exchange, “trading day” means a “business day.”

Prior to the close of business on the business day immediately preceding May 30, 2030, a Holder of EchoStar Convertible Notes may surrender all or any portion of its EchoStar Convertible Notes for conversion at any time during the five business day period after any 10 consecutive trading day period (the

If, prior to the close of business on the business day immediately preceding May 30, 2030, we elect to:

To the extent commercially reasonably practicable, we will give notice to Holders, the Trustee and the conversion agent (if other than the Trustee) of the anticipated effective date for any such transaction or event (x) not less than 55 scheduled trading days prior to the anticipated effective date or (y) if we do not have knowledge of such transaction or event or we determine, in our commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 55 scheduled trading days prior to the anticipated effective date, within one business day of the date upon which we have knowledge of such transaction or event or determine, in our commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will we be required to provide such notice to the Holders, the Trustee or the conversion agent (if other than the Trustee) before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as we or our affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which our equity is then listed the circumstances giving rise to such anticipated transaction or event.

On or after May 30, 2030, a Holder may convert all or any portion of its EchoStar Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

If you hold a beneficial interest in a global note, to convert you must comply with DTC’s procedures for converting a beneficial interest in a global note and, if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled. As such, if you are a beneficial owner of the EchoStar Convertible Notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion rights. The exercise of such conversion rights shall be irrevocable.

We will pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of our Class A Common Stock upon conversion of the EchoStar Convertible Notes, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder will pay the tax.

We refer to the date you comply with the relevant procedures for conversion described above as the “conversion date.”

All conversions of EchoStar Convertible Notes for which the relevant conversion date occurs after our issuance of a notice of redemption with respect to the EchoStar Convertible Notes and prior to the scheduled trading day immediately preceding the related redemption date, and all conversions for which the relevant conversion date occurs on or after May 30, 2030 will be settled using the same settlement method (including the same relative proportion of cash and/or shares of Class A Common Stock). Except for any conversions of EchoStar Convertible Notes for which the relevant conversion date occurs after our issuance of a notice of redemption but prior to the scheduled trading day immediately preceding the related redemption date, and any conversions for which the relevant conversion date occurs on or after May 30, 2030, we will use the same settlement method (including the same relative proportion of cash and/or shares of our Class A Common Stock, except that cash in lieu of delivering any fractional share of Class A Common Stock shall not be taken into account in determining such proportion) for all conversions with the same conversion date, but we will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. For example, prior to May 30, 2030, we may choose to settle conversions of EchoStar Convertible Notes converted on one conversion date in physical settlement, and choose to settle conversions of EchoStar Convertible Notes converted on another conversion date in cash settlement or combination settlement.

If we elect a settlement method, we will inform Holders so converting through the conversion agent of the settlement method we have selected no later than the close of business on the trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs on or after May 30, 2030, no later than May 30, 2030). If we do not timely elect a settlement method, we will no longer have the right to elect cash settlement or physical settlement with respect to that conversion date and we will be deemed to have elected combination settlement in respect of our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of EchoStar Convertible Notes will be equal to $1,000. If we elect combination settlement, but we do not timely notify converting Holders of the specified dollar amount per $1,000 principal amount of EchoStar Convertible Notes, such specified dollar amount will be deemed to be $1,000.

CR1= the conversion rate in effect immediately after the open of business on such ex-dividend date;

CR1 = the conversion rate in effect immediately after the open of business on such ex-dividend date;

The increase to the conversion rate under the preceding paragraph will occur on the last trading day of the valuation period, but will be given effect immediately after the open of business on the ex-dividend date for such spin-off. In respect of any conversion of EchoStar Convertible Notes for which physical settlement is applicable, if the relevant conversion date occurs during the valuation period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the ex-dividend date for such spin-off and such conversion date in determining the conversion rate. In respect of any conversion of EchoStar Convertible Notes for which cash settlement or combination settlement is applicable, for any trading day that falls within the relevant observation period for such conversion and within the valuation period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the ex-dividend date for such spin-off and such trading day in determining the conversion rate as of such trading day. In addition, if the ex-dividend date for such spin-off is after the 10th trading day immediately preceding, and including, the end of any observation period in respect of a conversion of EchoStar Convertible Notes, references to “10”

As used in this section, “record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of our Class A Common Stock have the right to receive any cash, securities or other property or in which our Class A Common Stock is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of our Class A Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by our board of directors or a duly authorized committee thereof, statute, contract or otherwise).

“Floor Price” means $5.24, as adjusted for any stock split, combination, recapitalization or similar transaction.

To the extent permitted by applicable law and subject to the applicable rules of The NASDAQ Global Select Market, we are permitted to increase the conversion rate of the EchoStar Convertible Notes by any amount for a period of at least 20 business days if our board of directors or a duly authorized committee thereof determines that such increase would be in our best interest. To the extent permitted by applicable law and subject to the applicable rules of The NASDAQ Global Select Market, we may also (but are not required to) increase the conversion rate to avoid or diminish income tax to holders of our Class A Common Stock or rights to purchase shares of our Class A Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

If we have a rights plan in effect upon conversion of the EchoStar Convertible Notes into Class A Common Stock, you will receive, in addition to any shares of Class A Common Stock received in connection with such conversion, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the shares of Class A Common Stock in accordance with the provisions of the applicable

If any transaction in which the Class A Common Stock is replaced by the securities of another entity occurs, following completion of any related make-whole fundamental change period (or, in the case of a transaction that would have been a fundamental change or a make-whole fundamental change but for the second paragraph immediately preceding this paragraph, following the effective date of such transaction) references to us in the definition of “fundamental change” shall instead be references to such other entity.

On or before the 20th calendar day after the occurrence of a fundamental change, we will provide to all Holders of the EchoStar Convertible Notes and the Trustee and paying agent (if other than the Trustee) a notice of the occurrence of the fundamental change and of the resulting repurchase right. Such notice shall state, among other things:

Simultaneously with providing such notice, we will issue a press release containing such information.

To exercise the fundamental change repurchase right, a Holder must deliver, on or before the close of business on the business day immediately preceding the fundamental change repurchase date, the EchoStar Convertible Notes to be repurchased, duly endorsed for transfer, or effect book-entry transfer of the EchoStar Convertible Notes, together with a written repurchase notice, to the paying agent. Each repurchase notice must state:

If the EchoStar Convertible Notes are not in certificated form, such repurchase notice must comply with appropriate DTC procedures or the procedures of any subsequent or successor depositary.

No Guarantor will, and the Company shall cause the Guarantors not to, in a single transaction or a series of related transactions, sell, lease, assign, transfer, convey or otherwise dispose of any Collateral owned by such Guarantor (each of the forgoing, an “Asset Sale”); provided that the following shall not be deemed an Asset Sale:

None of the Guarantors shall, and the Company shall cause the Guarantors not to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness; provided, however, that notwithstanding the foregoing, any Guarantor may incur, so long as no Default or Event of Default has occurred and is continuing:

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one clause in the paragraph above, such Indebtedness may be divided, classified or reclassified at the time of incurrence thereof or at any later time (in whole or in part) in any manner that complies with this covenant and such item of Indebtedness may be incurred partially under one clause and partially under one or more other clauses.

The principal amount of any Indebtedness outstanding under any clause of this covenant will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness.

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Neither the Company nor any of the Guarantors shall enter into any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

The Company shall not, and shall not permit any of its Subsidiaries (other than any DDBS or HSSC entities) to, transfer to DDBS or HSSC any assets, whether as an Asset Sale, investment, dividend or otherwise, or prepay intercompany debts owed to DDBS or HSSC in each case, other than (i) such transfers in the form of an Intercompany Loan in an amount not to exceed $2.0 billion in the aggregate at any one time outstanding or (ii) in accordance with, or pursuant to, agreements in effect on the Issue Date.

Each Guarantor shall engage in no activities other than those reasonably related to its ownership of the Collateral owned by it and shall own no material assets other than the Collateral owned by it.

Neither the Company nor any of the Guarantors shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Guarantors to:

The Guarantors shall, and the Company shall cause the Guarantors to, execute, deliver and/or file any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law (to the extent required under the EchoStar Convertible Notes Indenture and/or the Security Documents) in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, from time to time, the Guarantors will reasonably promptly (and in no event later than 90 days) secure the obligations under the EchoStar Convertible Notes Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral. For the avoidance of doubt, the Collateral Agent shall not be responsible for preparing or filing financing statements or otherwise perfecting the security interest in the Collateral.

Any transfer or other disposition of any Collateral by any Guarantor to the Company or any Subsidiary of the Company that is not a Guarantor or a Spectrum Joint Venture shall be void ab initio, and in any event the Company and its Subsidiaries shall (i) immediately take any and all actions necessary to return such Collateral to the applicable Guarantor and (ii) pending such return immediately take any and all actions necessary to cause such Collateral to be subject to perfected security interests and Liens to secure the obligations under the EchoStar Exchange Notes Indenture and the Security Documents.

In the event (i) the Company is no longer subject to the reporting requirements of Sections 13(a) and 15(d) under the Exchange Act and (ii) any EchoStar Convertible Notes are outstanding, the Company will furnish to the Holders, within 15 days after the time periods specified in the SEC’s rules and regulations applicable to a large accelerated filer, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company was required to file such forms, and, with respect to the annual information only, a report thereon by its independent registered public accounting firm.

Each of the following shall constitute an event of default with respect to the EchoStar Convertible Notes (each, an “Event of Default”):