EXHIBIT 10.1
AMENDMENT NO. 2 dated as of April 3, 2005 (this "Amendment") to
the
CONTRIBUTION AND MEMBERSHIP INTEREST
PURCHASE AGREEMENT dated as of December 3,
2004 (the "Original Agreement"), among THE
DIRECTV GROUP, INC., a Delaware
corporation (the "Parent"); HUGHES NETWORK
SYSTEMS, INC., a Delaware
corporation ("HNS"); SKYTERRA
COMMUNICATIONS, INC., a Delaware corporation (the
"Investor"); and HUGHES NETWORK SYSTEMS,
LLC, a Delaware limited liability
company (the "Newco").
By executing and by delivering this Amendment, the undersigned
hereby
agree as set forth below.
1.1 Defined
Terms.
Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the
Original Agreement.
1.2
Amendments.
(a) Section 2.4(b)(x) of the Original Agreement hereby is amended
by
deleting it in its entirety and replacing
it with the following:
"All Liabilities relating to Indebtedness, other than
Indebtedness
related to Hughes Escorts Communications
Limited (the "HECL Debt")."
(b) The last sentence in Section 2.10(a) of the Original
Agreement
hereby is amended by deleting it in its
entirety and replacing it with the
following:
"HNS shall cause an amount of the Closing Cash Balance equal to
at
least the sum of (i) the total amount of
HECL Debt outstanding immediately
prior to the Closing (the "HECL Cash
Amount") and (ii) Five Million Dollars
($5,000,000), to be in accounts in banks
located in the United States."
(c) Section 2.10(c) of the Original Agreement hereby is amended
by
deleting it in its entirety and replacing
it with the following:
"If the Closing Cash Balance is less than the sum of (i) the HECL
Cash
Amount and (ii) Ten Million Dollars
($10,000,000) (such sum, the "Cash Target
Amount"), the difference between the Cash
Target Amount and the Closing Cash
Balance shall be subtracted from the
Purchase Price."
(d) Section 3.12 of the Original Agreement hereby is amended by
deleting it in its entirety and replacing
it with the following:
"Prior to Closing, HNS shall or shall cause one or more of its
Affiliates to repay in full or otherwise
discharge, terminate or cancel all
outstanding Indebtedness, except for the
HECL Debt, which does not need to be
repaid. Notwithstanding the foregoing, in
no event shall HNS or its Affiliates
have any obligation to repay, discharge,
terminate or cancel any Equipment
Lease Arrangements."
(e) Exhibit A of the Original Agreement hereby is amended by
adding
the terms "HECL Cash Amount" and "HECL
Debt" and the corresponding section
references ("2.10" and "2.4
