NOTE PURCHASE AGREEMENT

                                                                    Exhibit 10.3


         NOTE PURCHASE AGREEMENT dated as of December 30, 2005, among HUGHES
COMMUNICATIONS, INC., a Delaware corporation formerly known as SkyTerra
Holdings, Inc. (the "Issuer"); APOLLO INVESTMENT FUND IV, L.P., a Delaware
limited partnership; and APOLLO OVERSEAS PARTNERS IV, L.P., a Delaware limited
partnership (together with Apollo Investment Fund IV, L.P., the "Initial
Noteholders").

                                    RECITALS

         WHEREAS, the Issuer has entered into the Membership Interest Purchase
Agreement dated as of November 10, 2005 (as amended or otherwise modified
through the date hereof, the "Purchase Agreement"), by and among DTV Network
Systems, Inc., The DIRECTV Group, Inc., the Issuer, Parent and Hughes Network
Systems, LLC ("HNS"), pursuant to which the Issuer will acquire the remaining
50% of the issued and outstanding Class A Units of HNS (the "Acquisition") that
will not be transferred to the Issuer pursuant to the Separation Agreement (as
defined below) immediately prior to the Closing in exchange for the purchase
price (the "Purchase Price") of $100,000,000 in cash;

         WHEREAS, on the Closing Date the Issuer desires to issue to the Initial
Noteholders and the Initial Noteholders desire to purchase from the Issuer the
Notes (as defined below) in the aggregate original principal amount of
$100,000,000, upon the terms and subject to the conditions set forth in this
Agreement; and

         WHEREAS, it is intended that the Issuer will consummate a sale of
shares of its Common Stock to its stockholders, including the Initial
Noteholders and certain of their Affiliates, pursuant to a rights offering (the
"Rights Offering") made to all but not less than all of the Issuer's existing
stockholders, substantially on the terms described in the draft Form S-1
Registration Statement attached hereto as Exhibit E, and any amendments thereto,
generating aggregate net proceeds sufficient to repay the Notes.

          NOW THEREFORE, the parties to this Agreement hereby agree as set forth
below.

                                    ARTICLE I
                                   DEFINITIONS

         1.1 Defined Terms.

         As used in this Agreement, the terms set forth in this Section 1.1
shall have the respective meanings assigned hereto.

                  "Acquisition" has the meaning given to such term in the
preamble to this Agreement.

                  "Affiliate" means, with respect to any Person, (a) any other
Person that directly or indirectly through one or more intermediaries Controls,
is Controlled by or is under common Control with such Person; (b) any Person
owning, beneficially or of record, 5.0% or more of the voting stock of such
Person; (c) any director or executive officer of such Person; and (d) with
respect to a Person who is an individual, any relative, spouse or former
relative or spouse of such Persons; provided however, that the Initial
Noteholders shall not be deemed to be Affiliates of Issuer or Parent.

                  "Agreement" means this Agreement, together with all schedules,
exhibits and annexes attached hereto, as amended, modified, supplemented or
restated from time to time.

                  "Applicable Law" means all provisions of Laws of any
Governmental Authority applicable to the Person in question or any of its
Property, and all Orders in proceedings or actions in which the Person in
question is a party or by which any of its Properties are bound.

                  "Board" means, with respect to any Person, the board of
directors, board of managers or other governing body of such Person or any duly
authorized committee thereof.

                  "Business" has the meaning given to such term in Section 4.17.

                   "Business Day" means any day other than (a) a Saturday or
Sunday or (b) a day on which banks are authorized or required to be closed in
New York, New York; provided, however, that any determination of a Business Day
relating to a Securities exchange or other Securities market means a Business
Day on which such exchange or market is open for trading.

                  "Capital Lease" means any lease of Property by the Issuer
which, in accordance with GAAP, is required to be reflected as a capital lease
on the balance sheet of such Person in accordance with GAAP and the amount of
such obligation shall be the capitalized amount thereof determined in accordance
with GAAP.

                  "Change of Control" means the occurrence of any of the
following events without the consent of the Noteholders: (i) any transaction or
series of transactions in which the Issuer ceases to own 100.0% of the
outstanding Class A Units of HNS; (ii) the sale of all or substantially all of
the assets of Issuer; or (iii) the liquidation of Issuer; provided, that,
notwithstanding anything to the contrary contained herein, neither the Rights
Offering nor the Special Dividend Distribution shall be deemed a Change of
Control.

                  "Closing" means the issuance and purchase of the Notes on the
Closing Date.

                  "Closing Date" has the meaning given to such term in Section
2.2(a).

                  "Collateral Agent" has the meaning set forth in the Security
Agreement.

                  "Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations issued thereunder, as from time to time in effect,
or any successor thereto.

                  "Commission" means the Securities and Exchange Commission (or
a successor thereto).

                   "Common Stock" means the common stock of the Issuer, $0.001
par value per share.

                  "Control" (including the terms "Controlling," "Controlled by"
and "under common Control with") means, with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting Securities, by contract or otherwise.

                  "Convertible Amount" has the meaning given to such term in
Section 3.5(a).

                  "Default" means any event or condition the occurrence of which
would, with the lapse of time or the giving of notice, or both, become an Event
of Default.

                  "Deferred Interest" has the meaning given to such term in
Section 3.3(a).

                  "Disqualified Stock" means any capital stock that, by its
terms (or by the terms of any Security into which it is convertible, or for
which it is exchangeable, in each case, at the option of the holder of the
capital stock), or upon the happening of any event matures for cash or is
mandatorily redeemable in cash, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder of the capital stock, in
whole or in part in cash, on or prior to April 1, 2007.

                  "Distribution" means, in respect of any Person, (a) the
payment or making of any dividend or other distribution of Property in respect
of Equity Interests of such Person or (b) the redemption or other acquisition of
any Equity Interests of such Person.

                  "Environmental Laws" means all Federal, state or local Laws,
Orders, directed duties, licenses, authorizations and permits of, and agreements
with, any Governmental Authority, in each case relating to environmental,
health, safety and land use matters.

                  "Equity Interests" means any capital stock, partnership or
limited liability company interest or other equity or voting interest or any
security or evidence of indebtedness convertible into or exchangeable for any
capital stock, partnership or limited liability company interest or other equity
interest, or any right, warrant or option to acquire any of the foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and all rules and regulations from time to time promulgated
thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common Control with the Issuer or its Subsidiaries within
the meaning of Section 414(b) or 414(c) of the Code (and Sections 414(m) and
414(o) of the Code for purposes of provisions relating to Section 412 of the
Code).

                  "ERISA Event" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by the Issuer or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations which is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Issuer or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Issuer or any ERISA Affiliate of such Persons.

                  "Event of Default" has the meaning given to such term in
Section 10.1(a).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations issued thereunder, as from time to time
in effect, or any successor thereto.

                  "Final Maturity Date" means January 1, 2007.

                  "Financial Data" has the meaning given to such term in Section
4.5(a).

                  "Financial Officer" of any Person means its chief financial
officer or principal accounting officer or treasurer.

                  "Fiscal Year" means a fiscal year for financial accounting
purposes commencing on January 1 and ending on December 31. The current Fiscal
Year of the Issuer will end on December 31, 2005.

                  "GAAP" means generally accepted accounting principles in the
United States in effect from time to time.

                  "Governing Documents" means as to any Person, its articles or
certificate of incorporation and by-laws, its partnership agreement, its
certificate of formation and operating agreement and/or the other organizational
or governing documents of such Person.

                  "Governmental Authority" means any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case whether of the United States or any
political subdivision thereof, or of any other country.

                  "Guarantee" of or by any Person (the "Guarantor") means any
obligation, contingent or otherwise, of the Guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "Primary Obligor") in any manner, whether directly or
indirectly, and including any obligation of the Guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof; (b) to
purchase or lease Property, Securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof; (c)
to maintain working capital, equity or any other financial statement condition
or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay
such Indebtedness or other obligation; or (d) as an account party in respect of
any letter of credit or letter of guarantee issued to support such Indebtedness
or obligation.

                  "HNS" has the meaning given to such term in the preamble to
this Agreement.

                   "HNS Pledges" means the HNS First Lien Pledge and the HNS
Second Lien Pledge.

                  "HNS First Lien Pledge" means the First Lien Parent Pledge
Agreement, dated as of April 22, 2005, made by SkyTerra Communications, Inc. and
Hughes Network Systems, Inc., in favor of JPMorgan Chase Bank, N.A., as
administrative agent for the lenders parties to the Credit Agreement, dated as
of April 22, 2005, among Hughes Network Systems, LLC, as borrower, the lenders
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bear Stearns
Corporate Lending Inc., as Syndication Agent, and J.P. Morgan Securities Inc.
and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, as
amended, restated, supplemented or otherwise modified from time to time.

                  "HNS Second Lien Pledge" means the Second Lien Parent Pledge
Agreement, dated as of April 22, 2005, made by SkyTerra Communications, Inc. and
Hughes Network Systems, Inc. in favor of Bear Stearns Corporate Lending Inc., as
administrative agent, for the lenders parties to the Second Lien Credit
Agreement, dated as of April 22, 2005 among Hughes Network Systems, LLC, as
borrower, the lenders parties thereto, Bear Stearns Corporate Lending, Inc., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and J.P.
Morgan Securities Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and
joint book managers, as amended, restated, supplemented or otherwise modified
from time to time.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money; (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to Property acquired by such Person; (d) all obligations of
such Person in respect of the deferred purchase price of Property or services
(excluding accounts payable incurred in the ordinary course of business not past
due by more than 90 days or being contested in good faith); (e) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on Property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed; (f) all Guarantees by such Person of Indebtedness of
others; (g) all Capital Leases of such Person; (h) all reimbursement
obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guarantee; and (i) all monetary
obligations of each Person under Swap Agreements. The Indebtedness of any Person
shall include the Indebtedness of any other Person (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "Indemnified Person" has the meaning given to such term in
Section 11.5.

                  "Initial Noteholders" has the meaning given to such term in
the preamble to this Agreement.

                   "Interest Payment Date" means March 31, June 30, September 30
and December 31, of each year until principal and all accrued interest on the
Notes are paid in full in accordance with this Agreement. The first Interest
Payment Date shall be March 31, 2006.

                  "Investment Act" means the Investment Company Act of 1940, as
amended.

                  "Issuer" has the meaning given to such term in the preamble to
this Agreement.

                  "Issuer Securities" means the Notes and the Common Stock
acquired by the Noteholders upon conversion of the Notes.

                  "Joint Venture" means, as to a Person, any corporation,
partnership or other legal entity or arrangement in which such Person has any
direct or indirect Equity Interest and that is not a Subsidiary of such Person.

                  "Law" means any law, statute, common law requirement, treaty,
rule, directive, ordinance, code or regulation or Order of any Governmental
Authority.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset; (b) the interest of a vendor or a lessor under
any conditional sale agreement, Capital Lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset; and (c) in the case of Securities, any
purchase option, call or similar right of a third party with respect to such
Securities.

                  "Losses" has the meaning given to such term in Section 11.5.

                  "Margin Stock" means "margin stock" as such term is defined in
Regulation U of the Federal Reserve Board.

                  "Material Adverse Effect" means (a) a material adverse change
in, or a material adverse effect upon, the operations, business, Properties,
condition (financial or otherwise) or prospects of the Issuer; (b) a material
impairment of the ability of the Issuer to perform under any Note Document and
to avoid any Event of Default; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Issuer of any
Note Document.

                  "Maximum Lawful Rate" has the meaning given such term in
Section 3.3(d).

                  "Multiemployer Plan" has the meaning set forth in Section
4001(a)(3) of ERISA.

                  "Non-Qualified Plan" means any Plan described in Section
301(a)(3) of ERISA.

                  "Note Documents" means this Agreement, the Notes, the Security
Agreement, the Registration Rights Agreement and any other document or
instrument executed and delivered by the Issuer in connection with the Notes or
this Agreement.

                   "Note Register" has the meaning given to such term in Section
3.8(a).

                  "Noteholders" means the Persons holding Notes from time to
time.

                  "Notes" means the $100,000,000 aggregate original principal
amount of 8% Senior Secured Notes due 2007 dated as of the Closing Date, in
substantially the form of Exhibit B hereto.

                  "Obligations" means the due and punctual payment of the
principal of and interest on the Notes, and other monetary obligations of the
Issuer to the Noteholders, howsoever created, arising or evidenced, whether
direct or indirect, joint or several, absolute or contingent, primary or
secondary, due or to become due, or now existing or hereafter arising, under
this Agreement or any other Note Document.

                  "Order" means judgments, writs, decrees, compliance
agreements, injunctions or orders of any Governmental Authority or arbitrator.

                  "Other Taxes" means any present or future stamp or documentary
Taxes or any other excise or property Taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Note
Document.

                  "Parent" means SkyTerra Communications, Inc., a Delaware
corporation.

                  "PBGC" means the Pension Benefit Guarantee Corporation or any
Governmental Authority succeeding to the functions thereof.

                  "Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA) subject to Title IV of ERISA which the Issuer sponsors,
maintains, or to which it makes, is making, or is obligated to make
contributions, or in the case of a Multiemployer Plan has made contributions at
any time during the immediately preceding five (5) plan years.

                  "Permits" shall mean all licenses, permits, exceptions,
franchises, accreditations, privileges, rights, variances, waivers, approvals
and other authorizations (including, without limitation, those relating to
environmental matters) of, by or from Governmental Authorities necessary for the
conduct of the business of the Issuer.

                  "Permitted Acquisition" means the acquisition, by merger or
otherwise, by the Issuer of all or substantially all of the assets of, or all
the Equity Interests (other than directors' qualifying shares) in a Person,
division or line of business of a Person, all the assets of which are located in
the United States so long as (a) immediately after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom; (b) all transactions related thereto shall be consummated in
accordance with Applicable Laws; (c) in case of an acquisition of assets, such
assets are to be used, and in the case of an acquisition of Equity Interests,
the Person so acquired is engaged, in the same or similar line of business as is
currently conducted by the Issuer or any of its Subsidiaries; and (d) a
Responsible Officer of the Issuer shall have executed and delivered to the
Noteholders any applicable calculations certifying as to the matters set forth
in the foregoing clauses (a) and (c).

                  "Permitted Investments" means (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States), in
each case maturing within one year from the date of acquisition thereof; (b)
investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit
rating obtainable from S&P or from Moody's; (c) investments in certificates of
deposit, banker's acceptances and time deposits maturing within 180 days from
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the Laws of the United States or any state
thereof that has a combined capital and surplus and undivided profits of not
less than $500,000,000; (d) fully collateralized repurchase agreements with a
term of not more than 30 days for Securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in
clause (c) above; and (e) shares of funds registered under the Investment
Company Act of 1940, as amended, that have assets of at least $500,000,000 and
invest primarily in obligations described in clauses (a) through (c) above to
the extent that such shares are rated by Moody's or S&P in one of the two
highest rating categories assigned by such agency for shares of such nature.

                  "Permitted Liens" means (a) Liens imposed by Law for taxes or
other governmental charges that are not yet due or are being contested in
compliance with Section 7.1(b); (b) carriers', warehousemen's, mechanics',
materialmen's, repairmen's and other like Liens imposed by Law, arising in the
ordinary course of business and securing obligations that are not overdue by
more than 30 days or are being contested in compliance with Section 7.1(b); (c)
pledges and deposits made in the ordinary course of business in compliance with
workers' compensation, unemployment insurance and other social security Laws or
regulations; (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business; (e) judgment liens in respect of judgments that do not constitute an
Event of Default under Section 10.1(a)(xiii); (f) easements, zoning
restrictions, rights-of-way and similar encumbrances on real property imposed by
Law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Issuer; (g) any interest of a landlord in or to property of the tenant imposed
by Law, arising in the ordinary course of business and securing lease
obligations that are not overdue by more than 30 days or are being contested in
compliance with Section 7.1(b), or any possessory rights of a lessee to the
leased property under the provisions of any lease permitted by the terms of this
Agreement; and (h) Liens of a collection bank arising in the ordinary course of
business under ss.4-208 or ss.4-210 of the Uniform Commercial Code in effect in
the relevant jurisdiction; (i) Liens permitted under the HNS Pledges; (j) Liens
securing any purchase money Indebtedness in an aggregate amount not to exceed at
any time $50,000 (including any Indebtedness acquired in connection with a
Permitted Acquisition); provided, any such Indebtedness shall be secured only by
the asset acquired in connection with the incurrence of such Indebtedness; and
(k) purported Liens evidenced by the filing of precautionary UCC financing
statements relating solely to operating leases of personal property entered into
in the ordinary course of business.

                  "Person" shall be construed as broadly as possible and
includes natural person, corporation, limited liability company, partnership,
Joint Venture, trust, unincorporated association or other organization and a
Governmental Authority.

                  "Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA) which the Issuer sponsors or maintains or to which the Issuer
makes, is making, or is obligated to make contributions and includes any Pension
Plan and Non-Qualified Plan.

                  "Property" means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

                   "Proprietary Rights" means permits, licenses, franchises,
patents, patent rights, copyrights, works which are the subject matter of
copyrights, trademarks, service marks, trade names, trade styles, patent,
trademark and service mark applications and all licenses and rights related to
any of the foregoing, and all rights to sue for past, present and future
infringement of any of the foregoing.

                  "Purchase Agreement" has the meaning given to such term in the
preamble to this Agreement.

                   "Purchase Price" has the meaning given to such term in the
preamble to this Agreement.

                  "Registration Rights Agreement" means the Registration Rights
Agreement substantially in the form attached hereto as Exhibit F dated as of
January 1, 2006 among the Issuer and the other Persons party thereto, as
amended, modified, supplemented or restated from time to time.

                  "Reportable Event" means, any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

                  "Requisite Noteholders" means Noteholders representing a
majority of the then outstanding principal balance of the Notes.

                  "Responsible Officer" of any Person, means the chief executive
officer or a Financial Officer of such Person.

                  "Restricted Payment" means any Distribution (whether in cash,
Securities or other Property) with respect to any Equity Interests of the
Issuer, or any payment (whether in cash, Securities or other Property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests of the Issuer; provided, that, notwithstanding anything to the
contrary contained herein, the distribution of Rights in the Rights Offering
shall not be deemed a Restricted Payment.

                  "Restricted Securities" means the Issuer Securities to the
extent the Issuer Securities have not then been sold to the public pursuant to
(a) registration under the Securities Act or (b) Rule 144 (or similar or
successor rule) promulgated under the Securities Act.

                   "Rights" means the rights of stockholders of the Issuer to
purchase Common Stock in the Rights Offering.

                  "Rights Offering" has the meaning given to such term in the
preamble to this Agreement.

                  "Securities" has meaning given to such term in the Securities
Act.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Agreement" means the Security Agreement
substantially in the form attached as Exhibit B hereto dated as of January 1,
2006 among the Issuer, the Collateral Agent and the other Persons party thereto
from time to time, as amended, modified, supplemented or restated from time to
time.

                  "Separation Agreement" means the Separation Agreement between
Issuer and Parent, in substantially the form of Exhibit C hereto.

                  "Special Dividend Distribution" means the "Distribution" as
defined in the Separation Agreement.

                  "Stated Rate" means 8.0% per annum.

                  "Subsidiary" means, with respect to any Person, any other
Person of which 50.0% or more of the Equity Interests entitled to vote in the
election of directors or comparable Persons performing similar functions are at
the time owned or Controlled, directly or indirectly through one or more
Subsidiaries, by such Person.

                  "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions.

                  "Taxes" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of the Noteholders, such taxes (including income
taxes or franchise taxes) as are imposed on or measured by the Noteholders' net
income by the jurisdiction (or any political subdivision thereof) under the Laws
of which such Noteholder is organized or maintains an office.

                  "Transfer" means any sale, transfer, assignment, or other
disposition of any interest in, with or without consideration, any security,
including any disposition of any security or of any interest therein which would
constitute a sale thereof within the meaning of the Securities Act.

                  "Unfunded Pension Liability" means the excess of a Pension
Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Pension Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.

                  "United States" means the United States of America.

                  "United States Dollars" means lawful currency of the United
States.

         1.2 Terms Generally.

         The definitions in Section 1.1 shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation."

         1.3 Use of Defined Terms.

         Terms defined in this Agreement and used in any exhibit, schedule,
certificate, annex, other Note Document or other document delivered in
connection with this Agreement, shall have the meanings assigned herein unless
otherwise defined.

         1.4 Cross-References.

         Unless otherwise specified, references in this Agreement or any other
Note Document to any article or section are references to such article or
section of this Agreement or such Note Document, as the case may be, and
references in any article, section or definition to any clause are references to
such clause of such section, article or definition.

         1.5 Currency; Amounts.

         Unless otherwise specified herein, all statements or references to
dollar amounts or "$" set forth herein or in any other Note Document shall refer
to United States Dollars. Any reference to the principal amount of the Notes
shall include all increases to the principal amount of the Notes for Deferred
Interest pursuant to Section 3.3(a).

         1.6 Accounting Terms; GAAP.

         Except as otherwise expressly provided herein, any accounting term used
in this Agreement shall have, unless otherwise specifically provided herein, the
meaning customarily given such term in accordance with GAAP, and all financial
computations hereunder shall be computed, unless otherwise specifically provided
herein, in accordance with GAAP consistently applied. That certain terms or
computations are explicitly modified by the phrase "in accordance with GAAP"
shall in no way be construed to limit the foregoing.

                                   ARTICLE II
                         PURCHASE AND SALE OF THE NOTES

         2.1 Issuance and Purchase of the Notes.

         On the Closing Date, upon the terms and subject to the conditions set
forth in this Agreement and the other Note Documents, the Issuer shall sell to
the Initial Noteholders, and the Initial Noteholders shall purchase from the
Issuer, one or more Notes in an aggregate principal amount equal to the amount
set forth opposite the Initial Noteholder's name on Schedule I for the purchase
price set forth opposite its name on Schedule I.

         2.2 Closing.

                  (a) The Closing shall take place at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036 on
January 1, 2006 (the "Closing Date"), provided, however, that it is understood
and agreed that the delivery by each Initial Noteholder by wire transfer of
immediately available funds to an account or accounts designated by the Issuer
contemplated by Section 6.2(a) shall not take place until January 3, 2006 and
interest shall not accrue under the Notes until such transfer of funds has
occurred; provided, further, that notwithstanding anything in this Agreement or
otherwise to the contrary, upon such delivery by wire transfer of immediately
available funds, the Closing Date shall be deemed to have occurred on January 1,
2006 for all purposes other than the accrual of interest as stated above.

                  (b) At the Closing, the Issuer shall deliver to each Initial
Noteholder or its nominee duly executed Notes payable to the order and
registered in the name of such Initial Noteholder or its nominee dated the
Closing Date in an aggregate principal amount equal to the amount set forth as
the principal amount opposite such Initial Noteholder's name on Schedule I.

         2.3 Use of Proceeds.

         The proceeds received by the Issuer from the sale of the Notes shall be
used by the Issuer solely to pay the Purchase Price contemplated by the Purchase
Agreement.

                                   ARTICLE III
                             PROVISIONS OF THE NOTES

         3.1 The Notes.

         The Notes shall be in the aggregate original principal amount of
$100,000,000. The Notes shall be dated the Closing Date. The aggregate amount of
the Notes shall, subject to the provisions for mandatory and optional prepayment
and acceleration contained herein, mature and be payable in full, together with
all interest, accrued thereon, on the Final Maturity Date.

         3.2 General Provisions As To Payments.

                  (a) The Issuer shall make each cash payment due in respect of
the principal of, or accrued interest on the Notes, or any other amount due to
the Noteholders under this Agreement or any other Note Document, not later than
2:00 p.m. in New York, New York, on the day when due, to the Noteholders as
provided in the Notes or in such other manner as instructed from time to time in
writing by the Noteholders. All cash payments due under this Section 3.2 shall
be made in United States Dollars by wire transfer of immediately available
funds.

                  (b) Whenever any payment (including principal of, or interest
on the Notes or other amount) hereunder or under any other Note Document shall
become due, or otherwise would occur, on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of such interest if
applicable.

                  (c) The Issuer hereby authorizes the Noteholders to make
appropriate notations on the grid attached to the Notes, including the date,
outstanding principal amount (including Deferred Interest, if any) and any
prepayment thereof, which notations shall be conclusive evidence of such date,
outstanding principal and prepayment absent manifest error; provided, however,
that the failure of the Noteholders to make such notation or any error on the
Notes shall not affect the obligation of the Issuer to repay, in accordance with
the terms of the Notes and this Agreement, the principal amount of the Notes
together with all interest, and other amounts due hereunder.

                  (d) The Issuer shall not, and shall not permit any of its
Subsidiaries to purchase, redeem or otherwise acquire any Notes from any
Noteholder thereof except upon payment or prepayment thereof in accordance with
the specific terms thereof and of this Agreement. Any Notes so purchased,
redeemed or otherwise acquired by the Issuer shall be cancelled and not be
deemed outstanding for any purpose under this Agreement.

                  (e) The Issuer shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Noteholder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Agreement, the other Note Documents or the Notes unless
such consideration is offered to be paid (pro rata according to principal
amount) to all Noteholders who so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.

                  (f) Except to the extent otherwise provided herein, each
payment of principal of the Notes by the Issuer shall be made for the account of
the Noteholders thereof pro rata in accordance with the respective unpaid
principal amounts of the Notes held by them and each payment of interest on the
Notes shall be made for the account of the Noteholders thereof pro rata in
accordance with the amounts of interest on such Notes then due and payable to
the respective Noteholder.

         3.3 Interest.

                  (a) Interest at a fixed rate per annum equal to 8.0%
("Deferred Interest") shall be payable on the principal amount of the Notes and
the outstanding principal amount of the Notes shall be automatically deemed to
be increased by an amount equal to the Deferred Interest owing on each Interest
Payment Date.

                  (b) Interest on the Notes shall accrue from day to day and
shall be payable (as provided in Section 3.3(a)) on (i) each Interest Payment
Date, in arrears; (ii) the date of any prepayment in accordance with Section
3.6; and (iii) maturity of the Notes, whether by acceleration or otherwise. All
computations of interest hereunder shall be made on the basis of a 360-day year
consisting of twelve 30-day months.

                  (c) The Noteholders and the Issuer intend to contract in
strict compliance with applicable usury Law from time to time in effect. In
furtherance thereof such Persons stipulate and agree that none of the terms and
provisions contained in the Note Documents shall ever be construed to create a
contract to pay, for the use, forbearance or detention of money, interest in
excess of the maximum amount of interest permitted to be charged by applicable
law from time to time in effect (the "Maximum Lawful Rate"). Neither the Issuer,
nor any present or future guarantors, endorsers, or other Persons hereafter
becoming liable for payment of any Obligation shall ever be liable for unearned
interest thereon or shall ever be required to pay interest thereon in excess of
the Maximum Lawful Rate, and the provisions of this Section 3.3(d) shall control
over all other provisions of the Note Documents which may be in conflict or
apparent conflict herewith. The Noteholders expressly disavow any intention to
charge or collect excessive unearned interest or finance charges in the event
the maturity of any Obligation is accelerated. If (i) the maturity of any
Obligation is accelerated for any reason; (ii) any Obligation is prepaid and as
a result any amounts held to constitute interest are determined to be in excess
of the Maximum Lawful Rate; or (iii) any Noteholder or any other holder of any
or all of the Obligations shall otherwise collect money which is determined to
constitute interest which would otherwise increase the interest on any or all of
the Obligations to an amount in excess of the Maximum Lawful Rate, then all sums
determined to constitute interest in excess of such legal limit shall, without
penalty, be promptly applied to reduce the then outstanding principal of the
related Obligations or, at such Noteholder's option, promptly returned to the
Issuer or the other payor thereof upon such determination. In determining
whether or not the interest paid or payable, under any specific circumstance,
exceeds the Maximum Lawful Rate, the Issuer and the Noteholders (and any other
payors thereof) shall to the greatest extent permitted under applicable law, (i)
characterize any non-principal payment as an expense, fee or premium rather than
as interest; (ii) exclude voluntary prepayments and the effects thereof; and
(iii) amortize, prorate, allocate, and spread the total amount of interest
throughout the entire contemplated term of the instruments evidencing the
Obligations in accordance with the amounts outstanding from time to time
thereunder. Notwithstanding anything to the contrary set forth in this Section
3.3 or Section 3.4, if a court of competent jurisdiction determines in a final
order that the rate of interest payable hereunder exceeds the Maximum Lawful
Rate, then so long as the Maximum Lawful Rate would be so exceeded, the rate of
interest payable hereunder shall be equal to the Maximum Lawful Rate; provided,
however, that if at any time thereafter the rate of interest payable hereunder
is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest
hereunder at the Maximum Lawful Rate until such time as the total interest
received by the Noteholders, is equal to the total interest which would have
been received had the interest rate payable hereunder been (but for the
operation of this paragraph) the interest rate payable since the Closing Date as
otherwise provided in this Agreement. Thereafter, interest hereunder shall be
paid at the rate(s) of interest and in the manner provided in Sections 3.3 and
3.4, unless and until the rate of interest again exceeds the Maximum Lawful
Rate, and at that time this paragraph shall again apply. In no event shall the
total interest received by any Noteholder pursuant to the terms hereof exceed
the amount which such Noteholder could lawfully have received had the interest
due hereunder been calculated for the full term hereof at the Maximum Lawful
Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such
interest shall be calculated at a daily rate equal to the Maximum Lawful Rate
divided by the number of days in the year in which such calculation is made. As
used in this Section 3.3(d) only the term "applicable law" means the Laws of the
State of New York or the Laws of the United States, whichever Laws allow the
greater interest, as such Laws now exist or may be changed or amended or come
into effect in the future.

         3.4 Interest on Overdue Amounts.

         So long as any Event of Default shall have occurred and be continuing,
the Issuer shall pay, in cash on demand from time to time, interest to the
extent permitted by Law at a rate per annum equal to 4.0% above the Stated Rate
on the outstanding principal amount of the Notes and any unpaid interest then
due and payable thereon.

         3.5 Conversion; Rights Offering; Scheduled Repayment.

                  (a) Conversion. The Initial Noteholders shall exercise their
respective Rights in full (including their over-subscription privileges) such
that the Initial Noteholders shall purchase (to the extent permitted by the
terms of the Rights Offering) all of the shares of Common Stock allocated to
them as well as those not subscribed for by other stockholders of the Issuer in
the Rights Offering; provided that the maximum aggregate subscription price to
be paid by the Initial Noteholders pursuant to this Section 3.5(a) shall not
exceed the then aggregate principal amount outstanding of the Notes plus accrued
but unpaid interest thereon. Upon consummation of the Rights Offering, the Notes
held by the Initial Noteholders bearing an aggregate principal amount plus
accrued but unpaid interest thereon equal to the aggregate subscription price of
the Rights exercised in the Rights Offering by the Initial Noteholders pursuant
to this Section 3.5(a) (the aggregate amount of such principal plus accrued but
unpaid interest, the "Convertible Amount"), shall automatically convert to the
number of shares of Common Stock determined by dividing the Convertible Amount
by the per share subscription price of Common Stock in the Rights Offering. In
the event that the Convertible Amount is less than the aggregate principal
amount outstanding of the Notes plus accrued but unpaid interest thereon held by
the Initial Noteholders immediately prior to the consummation of the Rights
Offering, then the Common Stock issued pursuant to such conversion shall be
distributed, and the corresponding principal amount of Notes plus accrued but
unpaid interest thereon cancelled, pro rata among the Initial Noteholders.

                  (b) Consummation of Rights Offering. Promptly upon the
consummation of the Rights Offering (and in any event no later than one Business
Day after the consummation of the Rights Offering), any and all principal of the
Notes remaining unpaid thereon after the conversion described in Section 3.5(a),
together with all interest accrued but unpaid thereon, automatically and
unconditionally shall be due and payable in cash.

                  (c) Final Maturity. Any and all principal of the Notes
remaining unpaid and unconverted, together with all interest accrued but unpaid
thereon automatically and unconditionally shall be due and payable in full in
cash on the Final Maturity Date.

         3.6 Optional Prepayments.

                  (a) The Issuer may, at any time, at its option, prepay the
Notes in whole and from time to time in part.

                   (b) Each prepayment pursuant to this Section 3.6 shall be in
an aggregate principal amount not less than $1,000,000 or integral multiples of
$1,000,000 in excess thereof. Each prepayment of the Notes shall be made at a
purchase price in cash equal to 100% of the principal amount of such Notes, plus
all interest accrued on such Notes through the date of prepayment. In the case
of each partial prepayment of the Notes, the principal amount of the Notes to be
prepaid shall be allocated pro rata among all of the Notes outstanding at such
time in proportion to their respective unpaid principal amounts.

                  (c) Each notice of prepayment pursuant to this Section 3.6
shall specify (i) the proposed date of such prepayment; (ii) the principal
amount of the Notes to be prepaid; and (iii) the interest owing on such
principal amount.

                  (d) Upon surrender of a Note that is redeemed in part, the
Issuer shall execute for such Noteholder (at the Issuer's expense) a new Note
equal in principal amount to the unredeemed portion of the Note surrendered.

                  (e) The Issuer shall comply with all Applicable Laws in
connection with the purchase of the Notes pursuant to this Section 3.6.

         3.7 Taxes.

                  (a) On or prior to the Closing Date (in the case of each
Initial Noteholder) and on or prior to the date it becomes a transferee under
Article IX of this Agreement after the Closing Date, each Noteholder shall
execute and deliver to the Issuer (i) if it is not a "United States person" (as
such term is defined in Section 7701(a)(30) of the Code), two original copies
(or more, as the Issuer may reasonably request) of the applicable Internal
Revenue Service Form W-8 or other applicable form, certificate or document
prescribed by the United States Internal Revenue Service certifying as to such
Noteholder's entitlement to an exemption from or entitlement to a reduced rate
of withholding or deduction of Taxes and (ii) if it is a "United States person"
(as such term is defined in Section 7701(a)(30) of the Code), two original
copies (or more, as the Issuer may reasonably request) of Internal Revenue
Service Form W-9 (or substitute or successor form). Each Noteholder represents
and warrants that all information provided on any such form that the Noteholder
is required to provide to the Issuer pursuant to this Section 3.7(a) is true,
correct and complete in all material respects, and if any facts change with
respect to such Noteholder's status, such Noteholder will promptly provide such
information to the Issuer. Notwithstanding anything contrary in this Section
3.7, if (i) the form provided by a Noteholder at the time such Noteholder first
becomes a party to this Agreement indicates a withholding tax rate in excess of
zero or (ii) a Noteholder has failed to provide the Issuer with the appropriate
form or forms described in this Section 3.7(a) for any period, then the Issuer
shall be entitled to deduct any Taxes imposed by any Governmental Authority from
or in respect of any sum payable under this Agreement, the Notes or any other
Note Document to any Noteholder and shall not be required to pay any additional
amounts to such Noteholder pursuant to this Section 3.7 with respect to such
Taxes.

                  (b) If, due to a change in Applicable Law occurring subsequent
to the date a Noteholder first becomes a party to this Agreement, the Issuer
shall be required to deduct any Taxes imposed by any Governmental Authority from
or in respect of any sum payable under this Agreement, the Notes or any other
Note Document to any Noteholder, the sum payable to such Noteholder shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
3.7) such Noteholder receives an amount equal to the sum it would have received
under Section 3.7(a) had no such deductions been required as a result of the
change in Applicable law. In addition, the Issuer agrees to pay any Other Taxes
that arise from any payment made under this Agreement, the Notes or any other
Note Document or from the execution, delivery, enforcement or registration of,
or otherwise with respect to, this Agreement, the Notes or any other Note
Document, other than any transfer Taxes payable in connection with a change in
the registered Noteholder. Within 30 days after the date of any payment of Taxes
or Other Taxes, the Issuer will furnish to the applicable Noteholder the
original or a certified copy of any receipt evidencing payment thereof.

                  (c) To the extent a Tax or Other Tax is imposed due to a
change in Applicable Law occurring subsequent to the date a Noteholder first
becomes a party to this Agreement, the Issuer will indemnify the Noteholder (and
in the case of a Noteholder that is a partnership, each partner of the
partnership) for the full amount of Taxes or Other Taxes imposed by any taxing
authority or other Governmental Authority and paid by such Noteholder or
partner, as applicable, and any liability (including penalties, additions to
Tax, interest and expenses) arising from such change in Applicable Law, whether
or not such Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be made within twenty (20) Business Days from the date a
Noteholder or partner, as applicable, makes written demand therefor.

                  (d) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 3.7
shall survive the payment in full of principal, premium, interest, fees and any
other amounts payable hereunder (other than amounts payable pursuant to this
Section 3.7).

         3.8 Note Register.

                  (a) The Issuer shall cause to be kept at its principal office
a register for the registration and transfer of the Notes (the "Note Register").
The names and addresses of the Noteholders, the transfer of the Notes and the
names and addresses of the transferees of the Notes shall be registered in the
Note Register.

                  (b) The Person in whose name any registered Note shall be
registered shall be deemed and treated as the owner and holder thereof for all
purposes of this Agreement and the Issuer shall not be affected by any notice to
the contrary, until due presentment of such Note for registration of transfer so
provided in this Section 3.8. Payment of or on account of the principal,
interest and any other amount paid on any registered Note shall be made to (or
based upon the written order of) such registered holder.

                  (c) Upon surrender of any Note for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder or his attorney duly authorized in writing and accompanied by
the address for notices of each transferee of such Note or part thereof),
subject to compliance by the transferor and the transferee with the conditions
contained in Article IX hereof, the Issuer shall duly execute and deliver, at
the Issuer's expense, one or more new Notes (as requested by the Noteholder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be in the form of
Exhibit B. Each such new Note shall be dated the date of the surrendered Note.

         3.9 Lost, Destroyed or Mutilated Securities.

         Upon receipt of evidence reasonably satisfactory to the Issuer (an
affidavit of a Noteholder being satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any Note, and in the case of any such loss,
theft or destruction, upon receipt of an indemnity, bond or other form of
security reasonably satisfactory to the Issuer (if the Noteholder is a financial
institution or other institutional investor, its own agreement being
satisfactory) or, in the case of any such mutilation, upon surrender for
cancellation of such Note, the Issuer shall, without charge, issue, register and
deliver in lieu of such Note a new Note of like kind representing the same
rights represented by and dated the date of such lost, stolen, destroyed or
mutilated Note. Any such new Note shall constitute an original contractual
obligation of the Issuer, whether or not the allegedly lost, stolen, mutilated
or destroyed Note shall be at any time enforceable by any Person.

         3.10 Remedies Independent.

         The amounts payable by the Issuer at any time hereunder and under the
Notes to the Noteholders shall be separate and independent debt and, subject to
the provisions of Articles X and XI, each Noteholder shall be entitled to
protect and enforce its rights arising out of this Agreement and the Notes held
by it and it shall not be necessary for any other Noteholder to consent to or be
joined as an additional party in, any proceedings for such purposes.

                                   ARTICLE IV
                          REPRESENTATIONS AND WARRANTIES

         The Issuer represents and warrants to the Noteholders as of the date
hereof and as of the Closing Date as set forth below.

         4.1 Organization; Powers.

         The Issuer (a) is duly organized, validly existing and in good standing
under the Laws of one of the States of the United States; (b) has all requisite
power and authority to own its Properties and to carry on its business as now
conducted; and (c) except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

         4.2 Authorization; Enforceability.

         The Note Documents to be entered into by the Issuer are within the
Issuer's corporate powers and have been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered by the
Issuer and constitutes, and each other Note Document to which the Issuer is to
be a party, when executed and delivered by the Issuer and the other parties
thereto, will constitute, a legal, valid and binding obligation of the Issuer
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other Laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

         4.3 Governmental Approvals; No Conflicts or Liens.

         The execution and delivery by the Issuer of the Note Documents (a) does
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect; (b) will not violate any Applicable
Law or the Governing Documents of the Issuer, or any Order of any Governmental
Authority; (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Issuer, or its Properties, or
give rise to a right thereunder to require any payment to be made by the Issuer;
and (d) will not result in the creation or imposition of any Lien (other than
any Lien expressly permitted by Section 8.2) on any Property of the Issuer.

         4.4 Capitalization.

                  (a) The authorized capital stock of the Issuer consists of (i)
64,000,000 shares of Common Stock, of which one share is validly issued and
outstanding, fully paid and non-assessable and is owned beneficially and of
record by Parent; and (ii) 1,000,000 shares of Preferred Stock of which no
shares are outstanding.

                  (b) The name, address and jurisdiction of incorporation of
each of the Issuer's Subsidiaries, other than Subsidiaries of Hughes Network
Systems, LLC, is set forth on Schedule 4.4(b), which Schedule also sets forth
the percentage of the outstanding Equity Interests of such Subsidiary owned by
the Issuer. All such Equity Interests listed on Schedule 4.4(b) are duly
authorized, validly issued, fully paid and non-assessable, and all of which are
owned beneficially and of record by the Issuer or one of its Subsidiaries, other
than with respect to Hughes Network Systems, LLC, as provided on Schedule
4.4(b).

                  (c) Except as contemplated by this Agreement and the Rights
Offering, or as set forth on Schedule 4.4(c), there are no Securities
outstanding which are convertible into, exchangeable for, or carrying the right
to acquire, Equity Interests of the Issuer or the Subsidiaries of the Issuer
listed on Schedule 4.4(b), or subscriptions, warrants, options, calls, puts,
convertible Securities, registration or other rights, arrangements or
commitments obligating the Issuer or the Subsidiaries of the Issuer listed on
Schedule 4.4(b) to issue, sell, register, purchase or redeem any of its Equity
Interests or any ownership interest or rights therein. Except as specifically
contemplated by this Agreement and as set forth on Schedule 4.4(c), there are no
voting trusts or other agreements or understandings to which the Issuer or the
Subsidiaries listed on Schedule 4.4(b) is bound with respect to the voting of
any Equity Interests of the Issuer or its Subsidiaries. Except as disclosed on
Schedule 4.4(c), there are no stock appreciation rights, phantom stock rights or
similar rights or arrangements outstanding with respect to the Issuer or the
Subsidiaries listed on Schedule 4.4(b), and no derivative instruments issued by
the Issuer exist, the underlying security of which is an Equity Interest of the
Issuer or the Subsidiaries of the Issuer listed on Schedule 4.4(b). Except as
specifically contemplated by this Agreement, the Separation Agreement, the
Rights Offering and the Special Dividend Distribution, and as set forth in
Schedule 4.4(c), there are no contracts, commitments, arrangements,
understandings or restrictions to which the Issuer or the Subsidiaries of the
Issuer listed on Schedule 4.4(b) is bound relating in any way to any Equity
Interest of the Issuer or the Subsidiaries of the Issuer listed on Schedule
4.4(b), including any rights of first refusal and any rights of first offer.

         4.5 Financial Statements.

         The Issuer has delivered to the Initial Noteholders true, correct and
complete copies of (i) the audited balance sheet and statements of income,
stockholders' equity and cash flows of the Issuer and its consolidated
Subsidiaries for the fiscal years ended December 31, 2003 and 2004 and (ii) the
unaudited balance sheet of the Issuer and its consolidated Subsidiaries as of
September 30, 2005 and the related statements of income, stockholders' equity
and cash flows for the period then ended ((i) and (ii) collectively referred to
as the "Financial Data"). The Financial Data (i) are in accordance with the
books and records of the Issuer; (ii) have been prepared in accordance with GAAP
consistently applied throughout the periods indicated thereby; and (iii) present
fairly, in all material respects, the financial position and the results of
operations and cash flows of the business presently being conducted by the
Issuer and its consolidated Subsidiaries as at the dates thereof and their
results of operations for the periods then ended. Since December 31, 2004, there
has been no event, development or circumstance that has had or could reasonably
be expected to have a Material Adverse Effect.

         4.6 Solvency.

         Immediately after the consummation of the transactions to occur on the
Closing Date and immediately after giving effect to the application of the
proceeds from the issuance of the Notes, (a) the value of the assets of the
Issuer, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the Issuer will be able to pay its
debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (c) the Issuer will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted
following the Closing Date.

         4.7 Indebtedness.

                  (a) After giving effect to the Obligations to be incurred
pursuant to this Agreement and the other Note Documents, the Issuer will have no
Indebtedness except (i) the Obligations; (ii) Indebtedness permitted under the
HNS Pledges; (iii) Indebtedness described on Schedule 4.7(a); and (iv) trade
payables and other contractual obligations arising in the ordinary course of
business.

                  (b) The Issuer is not in default and no waiver of default is
currently in effect in the payment of any principal or interest on any
Indebtedness of the Issuer and no event or condition exists with respect to any
Indebtedness of the Issuer that would permit (with notice or the lapse of time,
or both) one or more Persons to cause such Indebtedness to become due and
payable prior to its stated maturity or before its regularly scheduled dates of
payment.

         4.8 Properties.

                   (a) The Issuer has good title to, or valid leasehold interests
in, all its Properties material to its business, in each case free and clean of
all Liens other than Permitted Liens.

                  (b) The Issuer has complied with all material obligations
under all leases to which it is a party and that are material to the Issuer
taken as a whole and all such leases are in full force and effect. The Issuer
enjoys peaceful and undisturbed possession under all such material leases in
which such Person is a lessee.

         4.9 Proprietary Rights.

         The Issuer owns or possesses adequate licenses for all of the
Proprietary Rights that are necessary for the operation of its respective
businesses as presently conducted and as currently proposed to be conducted,
except where the failure to own or possess a license or other right to use any
of the foregoing items could not reasonably be expected to have a Material
Adverse Effect. No claim is pending or, to the knowledge of the Issuer,
threatened to the effect that the Issuer infringes upon or conflicts with the
asserted Proprietary Rights of any other Person. No claim is pending or, to the
knowledge of the Issuer, threatened against the Issuer to the effect that any
such Proprietary Rights owned or licensed by the Issuer is invalid or
unenforceable by the Issuer.

         4.10 Litigation.

         There are no actions, suits or proceedings by or before any arbitrator
or Governmental