Form 8-K

8-K — EchoStar CORP

Accession: 0001415404-26-000035

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001415404

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — sats-20260728x8k.htm (Primary)

EX-10 — EX-10.2 (sats-20260728xex10.htm)

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8-K

8-K (Primary)

Filename: sats-20260728x8k.htm · Sequence: 1

ECHOSTAR CORPORATION_July 28, 2026

0001415404false00014154042026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

001-33807

(Commission File Number)

Nevada

26-1232727

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard

Englewood, Colorado

80112

(Address of principal executive offices)

(Zip code)

(303) 723-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value

ECHO

The Nasdaq Stock Market L.L.C.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02.

Termination of a Material Definitive Agreement.

On July 28, 2026, DISH DBS Corporation (“DISH DBS”) further advanced its announced deleveraging objectives by consummating the full repayment and satisfaction of all outstanding obligations under its 7.75% Senior Notes due July 1, 2026 (the “Notes”). The total payment made on July 28, 2026 was comprised of $2,000,000,000 in aggregate principal amount along with accrued and unpaid interest through the date of repayment.

The repayment in full of the Notes and the discharge of the related Indenture obligations were authorized by the United States Bankruptcy Court for the Southern District of Texas, which is presiding over DISH DBS’ pending restructuring proceedings.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 8.01 is incorporated in this Item 2.01 by reference.

Item 8.01.

Other Events.

Completion of Sale of Spectrum Licenses Pursuant to AT&T License Purchase Agreement

On July 28, 2026, EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Seller”), and the other Seller Parties named therein (together with the Seller, the “Seller Parties” and each, a “Seller Party”), completed (the “Closing”) the previously announced transactions contemplated by the License Purchase Agreement, dated as of August 25, 2025 (the “License Purchase Agreement,” and the transactions contemplated thereby, the “Transactions”), by and between the Seller Parties and AT&T Mobility II LLC, a Delaware limited liability company (the “Buyer”), a subsidiary of AT&T Inc.

Pursuant to the License Purchase Agreement, at the Closing, the Seller Parties sold all 3.45 GHz and 600 MHz spectrum licenses that were held by the Seller Parties (collectively, the “Licenses”) and entered into a 99-year extension of existing leases for the Buyer’s exclusive use of certain wireless spectrum licenses in Hawaii. In connection with the Closing, Seller received proceeds of $20,250,000,000 and an additional $2,400,000,000 was deposited by the Buyer into the mandated FCC Trust (as defined below).

In connection with the Closing, all amounts outstanding under that certain Loan and Security Agreement, dated as of November 26, 2021, between DISH DBS Corporation, as lender, and DISH Network Corporation, as borrower, were satisfied in full. Additionally, the approximately $3.686 billion outstanding (inclusive of early redemption premium and accrued but unpaid interest) of the 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to the Secured Indenture, dated November 15, 2022, by and among DISH Network Corporation, the guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, was redeemed in full at the Closing in accordance with the terms thereof.

Establishment of FCC Trust

As a condition to the Federal Communications Commission’s (the “FCC”) approval of the assignment of the Licenses to the Buyer pursuant to the License Purchase Agreement, the FCC’s Wireless Telecommunications Bureau (the “Bureau”) required the establishment of a trust fund in the amount of $2,400,000,000 (the “FCC Trust”) to pay obligations to persons or entities that may obtain a final judgment, arbitration award or settlement against an EchoStar Party for amounts due in connection with the construction, operation, maintenance, decommissioning and provisioning of goods or services related to communications sites and the communications network associated with the Licenses being sold in the Transactions. The FCC Trust was funded at the Closing by the Buyer directly using cash that constituted a portion of the purchase price.

The FCC Trust, formally known as the “Wireless Creditor Trust,” was established pursuant to a Trust Agreement dated as of June 26, 2026 (the “FCC Trust Agreement”), in accordance with the Wireless Telecommunications Bureau’s Memorandum Opinion and Orders, DA 26-470 and DA 26-471, dated May 12, 2026. The FCC Trust is required to pay eligible covered claims in three priority tiers: (i) “Type A Claims” of $100,000 or less, funded from an initial $200,000,000 segregated reserve; (ii) “Type B-1 Claims” for outstanding amounts due under agreements related to the covered activities; and (iii) “Type B-2 Claims” for lost future rents, profits and other future amounts. The FCC Trust will terminate upon satisfaction of all eligible claims or, if not earlier terminated, no later than five years from the trust effective date, subject to the Bureau’s authority to extend the term.

The foregoing description of the License Purchase Agreement, the Transactions and the FCC Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Purchase Agreement and the FCC Trust Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A summary of the material terms of the License Purchase Agreement was previously included in Item 1.01 of EchoStar’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025, and is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

Exhibit 10.1

License Purchase Agreement, dated as of August 25, 2025, by and among EchoStar Corporation and AT&T Mobility II LLC (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025).

Exhibit 10.2

Trust Agreement (Wireless Creditor Trust), dated as of June 26, 2026, by and between EchoStar Corporation (on behalf of itself and its subsidiaries and affiliates) and The Bank of New York Mellon, as trustee.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ECHOSTAR CORPORATION

Date: July 28, 2026

By:

/s/ Jeffrey H. Blum

Jeffrey H. Blum

Acting Chief Legal Officer and Secretary

EX-10 — EX-10.2

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Filename: sats-20260728xex10.htm · Sequence: 2

Exhibit 10

1001 G Street NW, Suite 700, Washington, D.C. 20001

June 26, 2026

VIA ELECTRONIC FILING

Marlene H. Dortch, Secretary

Federal Communications Commission

45 L Street NE

Washington, DC 20554

Re: Applications of AT&T Mobility II LLC and EchoStar Corporation for Consent to Assign

Licenses, WT Docket No. 25-303, Amended Applications of Spectrum Business Trust 2025-1,

Space Exploration Technologies Corp., and EchoStar Corporation for Consent to Assign

Spectrum and Earth Station Licenses, GN Docket No. 25-302

Dear Ms. Dortch:

Pursuant to Section 1.1206 of the Commission’s rules, 47 C.F.R. § 1.1206, EchoStar

Corporation (“EchoStar”) submits the attached executed Trust Agreement, as required by the Wireless

Telecommunications Bureau’s May 12, 2026 Memorandum Opinion and Orders released in the above-captioned transactions.1 EchoStar has selected the Bank of New York Mellon Corp. to serve as

Trustee.

/s/ Jeffrey H. Blum

Jeffrey H. Blum

1 See Applications of AT&T Mobility II LLC and EchoStar Corporation for Consent to Assign Licenses, WT Docket No. 25-

303, Memorandum Opinion and Order, DA 26-470 (WTB May 12, 2026), Amended Applications of Spectrum Business

Trust 2025-1, Space Exploration Technologies Corp., and EchoStar Corporation for Consent to Assign Spectrum and Earth

Station Licenses, GN Docket No. 25-302, Memorandum Opinion and Order, DA 26-471 (WTB May 12, 2026).

EXHIBIT 10.2

TRUST AGREEMENT

This Trust Agreement (as may be amended, supplemented or modified from time to time

in accordance with the terms hereof, this “Agreement”),1

dated as of June 26, 2026, is entered

into by and between EchoStar Corporation (“EchoStar”) (collectively with its subsidiaries and

affiliates, the “EchoStar Parties”) and The Bank of New York Mellon, solely in its capacity as

trustee (together with its successors, the “Trustee,” and collectively with the EchoStar Parties, the

“Parties”) for the trust created and defined by this Agreement (the “Trust”), which is established

for the benefit of the Beneficiaries and the Secured Party (solely on behalf of Claimants holding

Eligible Type A Claims against DISH Wireless L.L.C., an EchoStar Party (collectively with its

successors and assigns, “DWLLC” and, in DWLLC’s capacity as a secured party under the

Collateral Documents as set forth below, the “Secured Party”)).

RECITALS

WHEREAS, on September 18, 2025, AT&T Mobility II LLC (“AT&T”) and EchoStar

filed applications pursuant to section 310(d) of the Communications Act of 1934, as amended,

seeking the consent of the Federal Communications Commission (the “Commission”) to assign

EchoStar’s 3.45 GHz and 600 MHz spectrum licenses to AT&T (the “AT&T Transaction”);

WHEREAS, on September 18, 2025, Spectrum Business Trust 2025-1, Space Exploration

Technologies Corp. (“SpaceX”), and EchoStar filed applications pursuant to section 310(d) of the

Communications Act of 1934, as amended, seeking the Commission’s consent to a two-step

assignment whereby EchoStar’s AWS-4 and AWS-H Block spectrum licenses and several earth

station licenses will be assigned to Spectrum Business Trust 2025-1 and then, approximately two

years later, to SpaceX (the “SpaceX AWS-4 Transaction”);

WHEREAS, on November 10, 2025, Spectrum Business Trust 2025-1, SpaceX and

EchoStar amended their pending applications and filed two new applications with the Commission

to add EchoStar’s unpaired AWS-3 licenses to the spectrum assignment applications from

EchoStar ultimately to SpaceX (the “SpaceX AWS-3 Transaction,” and, collectively with the

SpaceX AWS-4 Transaction, and the AT&T Transaction, the “Transactions”);

WHEREAS, on May 12, 2026, the Wireless Telecommunications Bureau (“Bureau”) of

the Commission entered: (1) the Memorandum Opinion and Order dated May 12, 2026, In re

Applications of AT&T Mobility II LLC and EchoStar Corporation for Consent to Assign Licenses,

DA 26-470, App’x B (WTB May 12, 2026) (the “AT&T Order”); and jointly with the Space

Bureau, (2) the Memorandum Opinion and Order dated May 12, 2026 (In re Applications of

Spectrum Business Trust 2025-1, Space Exploration Technologies Corp., and EchoStar

Corporation for Consent to Assign Spectrum and Earth Station Licenses, GN 25-302, App’x B

(WTB May 12, 2026) (the “SpaceX Order” and, together with the AT&T Order, the “Orders”);

1 All capitalized terms used but not otherwise defined in this preamble and the recitals that follow have the

meanings ascribed to such terms elsewhere in the Agreement.

WHEREAS, under the Orders, the Bureau imposed a single limited escrow or trust fund

condition on the Bureau’s approval of the Transactions, which requires that two billion four

hundred million dollars ($2,400,000,000.00) (the “Contribution”) be deposited into such fund to

help pay obligations to persons or entities (each such person or entity, together with its successors,

heirs, assigns, and subrogees, a “Claimant” and collectively, “Claimants”) that may obtain a final

judgment or arbitration award against or may enter into a settlement with an EchoStar Party for

amounts due in connection with the construction, operation, maintenance, building,

decommissioning, and/or provisioning of goods or services related to or arising out of the

communications sites and/or communications network associated with certain of the licenses being

assigned in the Transactions (collectively, the “Covered Activities” and a claim for such final

judgment, arbitration award, or settlement, prior to a determination that such claim is eligible to

receive a Distribution from the Trust, a “Covered Claim”). In furtherance of EchoStar’s

establishment of the Trust as a condition to approval of the Transactions, no EchoStar Party will

obtain possession or control of any portion of the Contribution. Consistent with the foregoing, the

Contribution will be remitted to the Trust directly from the proceeds of the AT&T Transaction

upon consummation of the assignment to AT&T of the licenses at issue in the AT&T Transaction;

WHEREAS, upon receipt of the Contribution, the Trustee shall cause a portion of the

Contribution equal to two hundred million dollars ($200,000,000.00) to be deposited into the Type

A Claims Reserve, which shall be a segregated bank account of the Trust subject to the terms of

this Agreement;

WHEREAS, in accordance with the Orders, each Claimant shall be entitled to file only

one Covered Claim with the Trust to pursue recovery from the Trust on account of such Covered

Claim, subject to the terms of this Agreement;

WHEREAS, the “Beneficiaries” of the Trust are (a) Claimants holding Eligible Type A

Claims (including, for the avoidance of doubt, to the extent such Eligible Type A Claims recover

on account of the security interests of the Secured Party), (b) Claimants holding Eligible Type B-1 Claims or Eligible Type B-2 Claims, subject in each case to all Trust Expenses and Distributions

on account of Eligible Type A Claims being paid in full in cash and (c) EchoStar, insofar as it

holds an interest in the remainder of the Trust Assets, if any, after satisfaction of all Eligible

Covered Claims;

WHEREAS, to support the entitlement of Eligible Type A Claims to receive Distributions

of the Trust Assets in accordance with this Agreement, as of the date first written above (the “Trust

Effective Date”), the Trustee has entered into (a) a security agreement (the “Security

Agreement”) in favor of DWLLC (on behalf of Claimants holding Eligible Type A Claims against

DWLLC, as the Secured Party), granting a security interest over all of the Trustee’s right, title and

interest in and to the Type A Claims Reserve and (b) a deposit account control agreement among

the Trustee, DWLLC (as the Secured Party), and the bank at which the Type A Claims Reserve is

maintained (the “Control Agreement” and, together with the Security Agreement, the “Collateral

Documents”), pursuant to which (i) the security interest in the Type A Claims Reserve is perfected

by control and (ii) together with the filing of one or more financing statements, the security

interests created under the Security Agreement (of which Claimants holding Eligible Type A

Claims are third-party beneficiaries) are perfected to the extent required by applicable law. The

Collateral Documents secure the Trust’s obligation to make Distributions to the Secured Party on

behalf of Claimants holding Eligible Type A Claims against DWLLC, the amount of which shall

be determined, liquidated, or fixed by (x) a Judicial or Arbitral Claim Determination or (y) a

Covered Claim Settlement; provided, that such security interests in favor of the Secured Party

serve only to secure the Trust’s obligations to make Distributions to Claimants holding Eligible

Type A Claims against DWLLC; provided further, that the Secured Party’s ability to pay or

transfer any Distribution it receives is subject to the prior entry of an order of a court of competent

jurisdiction that remains in effect and has not been stayed (1) requiring that the Secured Party use

any Distributions it receives only to pay Eligible Type A Claims against DWLLC in accordance

with this Agreement and (2) prohibiting the Secured Party from using such funds for any other

purpose (the “Secured Party Distributions Order”);

WHEREAS, in accordance with the Orders, subject to the terms of this Agreement and

the Collateral Documents, the Trustee shall (a) manage the Contribution and any income, proceeds

or other earnings received by the Trust thereon for the sole benefit of the Beneficiaries and, in

respect of the Type A Claims Reserve, the Secured Party (on behalf of Claimants holding Eligible

Type A Claims against DWLLC) (collectively, the “Trust Assets”), (b) receive Covered Claim

Submissions and determine Eligible Covered Claims under Section 4.2 hereof, (c) Distribute Trust

Assets to or for the benefit of the Beneficiaries and the Secured Party (on behalf of Claimants

holding Eligible Type A Claims against DWLLC, as the Secured Party) in accordance with the

Orders, this Agreement, and the Collateral Documents, and (d) transfer the remainder of and any

income on the Trust Assets to EchoStar, and the Trust shall have no objective to continue or engage

in the conduct of a trade or business, except to the extent reasonably necessary and consistent with

the Orders and the purpose of the Trust. For the avoidance of doubt, the Trust has been established

pursuant to the Orders for the purpose of resolving tort, breach of contract, or other Covered Claims

and will remain subject to the Bureau’s continuing jurisdiction in accordance with the Orders and

this Agreement;

WHEREAS, the Trust is further intended to be exempt from the requirements of (a) the

Securities Act of 1933, as amended (“Securities Act”), and any applicable state and local laws

requiring registration of securities, and (b) the Investment Company Act of 1940, as amended.

NOW, THEREFORE, in accordance with the Orders, and in consideration of the

promises and the mutual covenants contained herein, the receipt and sufficiency of which are

hereby acknowledged and affirmed, the EchoStar Parties and the Trustee hereby agree as follows:

DECLARATION OF TRUST

The EchoStar Parties and the Trustee enter into this Agreement and the Collateral

Documents to effectuate the distribution of the Trust Assets to the Beneficiaries and the Secured

Party (solely on behalf of and to pay Claimants holding Eligible Type A Claims against DWLLC,

as the Secured Party) (each, a “Distribution”; “Distribute,” “Distributing” and “Distributed”

have correlative meanings);

The Trust is hereby established as of the Trust Effective Date, on which date any and all

rights, title and interests in and to the Trust Assets contributed or transferred to the Trust on or

after the Trust Effective Date, together with any and all other property received or held from time

to time by the Trust, including any and all proceeds thereof and earnings thereon, shall vest in the

Trust and to its successors in trust and shall comprise Trust Assets for all purposes hereof;

TO HAVE AND TO HOLD, unto the Trustee and its successors in trust; and

IT IS HEREBY FURTHER COVENANTED AND DECLARED, that all Trust Assets,

whether received by the Trust on or after the Trust Effective Date, are to be held and applied on

behalf of the Trust by the Trustee on the terms and conditions set forth in this Agreement and the

Collateral Documents, solely for the benefit of the Beneficiaries and the Secured Party (on behalf

of Claimants holding Eligible Type A Claims against DWLLC, as the Secured Party), and for no

other party.

ARTICLE I

ESTABLISHMENT OF THE TRUST

1.1 Name of Trust. This Agreement shall be officially known as the “Wireless Creditor

Trust.”

1.2 Purpose of Trust. The EchoStar Parties and the Trustee, in accordance with the

Orders, hereby create the Trust for the purpose of (a) holding, administering and liquidating the

Trust Assets, (b) Distributing the Trust Assets to the Beneficiaries and the Secured Party (on behalf

of Claimants holding Eligible Type A Claims against DWLLC, as the Secured Party), (c) verifying

the validity and eligibility of Covered Claims, (d) pursuant to the Collateral Documents, granting

and perfecting security interests with respect to the Type A Claims Reserve in support of the

entitlement of Claimants holding Eligible Type A Claims to receive Distributions and in support

of the entitlement of the Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party) to receive Distributions under this Agreement and the

Collateral Documents and to pay Eligible Type A Claims if and to the extent authorized by the

Secured Party Distributions Order in accordance with this Agreement, and (e) performing such

other duties as set forth herein. The Trust shall, in an expeditious and orderly manner in

accordance with this Agreement and the Collateral Documents, facilitate Distributions to the

Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party).

1.3 Transfer of Trust Assets.

1.3.1 Conveyance of Trust Assets. Pursuant to the Orders, EchoStar shall cause

Trust Assets to be contributed or transferred to the Trust from time to time in accordance

with this Agreement and the Collateral Documents. Effective upon each such contribution

or transfer, EchoStar hereby irrevocably assigns, transfers, conveys and delivers, and shall

be deemed to have irrevocably assigned, transferred, conveyed and delivered, all of its

right, title and interest in and to such Trust Assets to the Trust, to be held in trust for the

benefit of the Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible

Type A Claims against DWLLC, as the Secured Party) and administered, utilized and

applied as specified in this Agreement and the Collateral Documents (subject to EchoStar’s

right to receive any remaining Trust Assets upon termination of the Trust in accordance

with this Agreement).

1.3.2 Cooperation. EchoStar shall, from time to time, as and when reasonably

requested by the Trustee, execute and deliver or cause to be executed and delivered any

necessary documents (in recordable form where necessary or appropriate), and the

EchoStar Parties shall take or cause to be taken such further action reasonably requested

by the Trustee as may be reasonably necessary to vest or perfect in the Trust or confirm or

demonstrate to the Trustee title to and possession of the Trust Assets. The Trustee shall

have no duty to arrange for any of the transfers contemplated under this Agreement and

shall be conclusively entitled to rely on the legality and validity of such transfers.

1.4 Title to Trust Assets. All of EchoStar’s right, title and interest in and to the Trust

Assets contributed or transferred to the Trust shall automatically vest in the Trust upon such

contribution or transfer, and such transfer is on behalf of the Beneficiaries and the Secured Party

(on behalf of Claimants holding Eligible Type A Claims against DWLLC, as the Secured Party),

to establish the Trust.

1.5 Capacity of Trust. Notwithstanding any state or federal law to the contrary or

anything herein, the Trust shall itself have the capacity, in its own right and name, to act or refrain

from acting, including the capacity to sue and be sued and to enter into contracts. The Trust may

alone be the named movant, respondent, party plaintiff or defendant, or the like in all state or

federal proceedings brought by or against it, and may settle and compromise all such matters in its

own name.

1.6 Acceptance by Trustee. By signing below, the Trustee accepts the appointment as

Trustee of the Trust.

ARTICLE II

ADMINISTRATION OF TRUST

2.1 Rights, Powers, and Privileges of Trustee Generally. Except as otherwise provided

in this Agreement or any Collateral Document, as of the date that any Trust Assets are transferred

to the Trust, the Trustee on behalf of the Trust may control and exercise authority over the Trust

Assets, over the management and disposition thereof, and over the management and conduct of

the affairs of the Trust. In administering the Trust Assets, the Trustee shall endeavor not to unduly

prolong the Trust’s duration, while avoiding undue haste in the administration of the Trust Assets.

2.2 Power to Contract. In furtherance of the purpose of the Trust, the Trustee shall

have the right and power on behalf of the Trust, and also may cause the Trust, to enter into any

covenants or agreements binding the Trust, and to execute, acknowledge and deliver any and all

instruments that are reasonably necessary or deemed by the Trustee to be consistent with, and

further the purpose of, the Trust, this Agreement and the Collateral Documents.

2.3 Ultimate Right to Act Based on Advice of Counsel or Other Professionals. Nothing

in this Agreement or any Collateral Document shall be deemed to prevent the Trustee from taking

or refraining to take any action on behalf of the Trust that, based upon the advice of counsel or

other professionals, the Trustee determines it is obligated to take or to refrain from taking in the

performance of any duty that the Trustee may owe the Beneficiaries, the Secured Party (on behalf

of Claimants holding Eligible Type A Claims against DWLLC, as the Secured Party), or any other

person under this Agreement or any Collateral Document.

2.4 Powers of Trustee. Without limiting the generality of the above Section 2.1, the

Trustee shall have the power to take the following actions on behalf of the Trust and any powers

reasonably incidental thereto that the Trustee, in its reasonable discretion, deems necessary or

appropriate to fulfill the purpose of the Trust, unless otherwise specifically limited or restricted by

this Agreement or any Collateral Document:

(a) hold legal title to the Trust Assets and to any and all rights of the

Beneficiaries or the Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party) in or arising from the Trust Assets;

(b) receive, maintain, conserve, supervise, collect, manage, adjust, invest and

protect the Trust Assets, including causing the Trust to invest any moneys held as Trust

Assets in accordance with the terms of Section 2.6 hereof and pay taxes and other

obligations owed by the Trust from the Trust Assets (or any reserves established by the

Trustee);

(d) cause the Trust to enter into any agreement or execute any document or

instrument required by or consistent with this Agreement and the Collateral Documents,

and to perform all obligations hereunder and thereunder;

(e) calculate and make (or cause to be made) all Distributions to the

Beneficiaries, and, if the Trustee determines it to be necessary and appropriate, retain a

disbursing agent (a “Disbursing Agent”) to facilitate Distributions to Beneficiaries and the

Secured Party (on behalf of Claimants holding Eligible Type A Claims against DWLLC,

as the Secured Party), in each case, in accordance with this Agreement and the Collateral

Documents;

(f) protect and enforce the rights to the Trust Assets vested in the Trust and

Trustee by this Agreement and the Collateral Documents by any method deemed

appropriate, including by judicial proceedings or otherwise;

(g) cause the Trust to employ or retain professionals, advisors, agents,

independent contractors and third parties pursuant to this Agreement and the Collateral

Documents and pay the reasonable compensation thereof solely out of Trust Assets;

(h) cause the Trust to pay all of its lawful costs, expenses, debts, charges, taxes

and other liabilities, including fees and reasonable compensation (the “Trust Expenses”),

and make all other payments relating to the Trust Assets, out of Trust Assets;

(i) calculate, authorize, and Distribute (or cause to be Distributed) to the

Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible Type A

Claims against DWLLC, as the Secured Party), after the provision for the payment of all

Trust Expenses (including any taxes imposed on or payable by the Trust in respect of the

Trust Assets and any professional fees) incurred by the Trustee or the Trust and any

additional amount determined to be necessary or appropriate by the Trustee to adequately

reserve for Trust Expenses that shall be payable out of the Trust Assets;

(j) in the exercise of its business judgment and following the Trust Effective

Date, determine to allocate a portion of the Trust Assets to fund the Trust;

(k) coordinate with EchoStar, as necessary, and the Disbursing Agent with

respect to Distributions;

(l) cause the Trust to withhold from any Distribution to any person the

maximum amount needed to pay any tax or other charge that the Trustee has determined,

based upon the advice of its agents and/or professionals, may be required to be withheld

from such Distribution under the income tax or other laws of the United States or of any

state or political subdivision thereof;

(m) filing or causing to be filed all federal, state, and local tax returns and

information returns required to be filed by or on behalf of the Trust in a timely and accurate

manner;

(n) computing, reporting, and paying or causing to be paid any and all federal,

state, and local income taxes, estimated taxes, and other taxes imposed on the Trust or its

income;

(o) making or causing to be made timely estimated tax payments as required

under applicable law to avoid the imposition of penalties or interest;

(p) cause the Trust to establish such reserves for Trust Expenses as may be

necessary and appropriate for the proper operation of matters incident to the Trust;

(q) cause the Trust to purchase and carry all insurance policies that the Trustee

deems reasonably necessary or advisable and to pay all associated insurance premiums and

costs;

(r) undertake all administrative functions of the Trust, including overseeing the

wind-down and termination of the Trust;

(s) exercise, implement, enforce, and discharge all of the applicable and

relevant terms, conditions, powers, duties, and other provisions of this Agreement and the

Collateral Documents; and

(t) take all other actions consistent with the Orders that the Trustee deems

reasonably necessary or desirable to administer the Trust.

Notwithstanding anything herein to the contrary, the Trust shall not at any time (i) enter into or

engage in any trade or business (other than the management and disposition of the Trust Assets),

and no part of the Trust Assets or the proceeds, revenue or income therefrom shall be used or

disposed of by the Trust in furtherance of any trade or business, or (ii) except as provided in

Section 2.6 hereof, reinvest any Trust Assets.

2.5 Agents and Professionals. The Trustee may, but shall not be required to, consult

with and retain attorneys, financial advisors, accountants, appraisers, valuation experts, transfer

agents, disbursing or distribution agents, and other agents or professionals the Trustee believes

have qualifications necessary to assist in the administration of the Trust, and the Trustee may

terminate any such agent or professional in its discretion. For the avoidance of doubt, and without

limitation of applicable law, nothing in this Agreement shall limit the Trustee from engaging

counsel or other professionals, including the Trustee itself or the Trustee’s firm or their affiliates,

to perform services for the Trust. The reasonable salaries, fees and expenses of such professionals

are Trust Expenses that shall be paid by the Trustee from the Trust Assets in the ordinary course

no more often than once per month.

2.6 Investment of the Trust Assets.

(a) The Trustee shall invest and reinvest the Trust Assets in Marketable

Securities, in each case only at the written direction (the “Investment Direction”),

substantially in the form of Schedule I annexed to this Agreement, from time to time, of

an authorized person of an investment manager that may be appointed by the Trustee (the

“Investment Manager”) in writing in substantially the form of Schedule II annexed to

this Agreement from time to time, subject to the other terms and conditions of this

Agreement. For purposes of this Agreement, “Marketable Securities” means any quoted

privately placed bonds issued in a broadly syndicated transaction pursuant to Rule 144A

or Regulation S under the Securities Act of 1933, as amended, and publicly traded and

quoted equity securities, debt securities, notes, bonds, debentures or convertible securities,

all of which must be clearable through Depository Trust and Clearing Corporation, the

Federal Reserve System, Euroclear Bank, and Clearstream Banking S.A., and are issued

by any person that is not an EchoStar Party, and including cash and cash-equivalent

investments, including money market funds, deposits, and interest-bearing accounts. The

Investment Manager is independent of the Trustee, the EchoStar Parties, AT&T, SpaceX,

and the Beneficiaries; is a neutral third party, free of any conflicts of interest, including

financial interests in EchoStar, AT&T, or SpaceX; and has not been employed by EchoStar,

AT&T, SpaceX, or any Beneficiary within the past five years.

(b) Trust Assets and/or investment instructions received by the Investment

Manager after 11:00 a.m. New York time shall be treated as if received on the following

day that is not a Saturday or Sunday or a day on which commercial banks in New York are

authorized or required by law to be closed, and the Trustee shall have no obligation to

invest such Trust Assets or act upon such instructions on the date of receipt. If written

investment instructions are not received by the Trustee from an authorized person of the

Investment Manager, the Trust Assets shall remain in an interest-bearing account

designated by the Trustee.

for any investment losses resulting from the investment, reinvestment or liquidation of the

Trust Assets. Without limiting the foregoing, the Trustee (i) shall not provide supervision,

recommendations or advice relating to investment of the Trust Assets, (ii) shall have no

duty to monitor market value, investment ratings or suitability of investments, (iii) shall

not be responsible for determining if any investment election made for the Trust Assets is

a permitted investment for the Trust Assets under any eligible investment requirements or

similar restrictions under any agreements to which EchoStar is party, or if EchoStar meets

any investor eligibility requirements for any such investment, and (iv) shall not act, or be

deemed to act, as an investment manager or adviser to EchoStar in respect of any selection

of investments hereunder. Investments of the Trust Assets shall be further subject to all

disclaimers and other notices regarding investments set forth in any fee letters executed

between the Trustee and EchoStar. Any interest, proceeds or other income received on

investment, reinvestment or liquidation of any Trust Assets shall become part of the Trust

Assets upon receipt thereof, and any losses incurred from such investment and

reinvestment of the Trust Assets shall be debited against and reduce the Trust Assets.

(d) All Trust Assets received by the Trustee and deposited in the Trust for the

benefit of the Trust shall, until Distributed under this Agreement, be held in trust for the

benefit of the Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible

Type A Claims against DWLLC, as the Secured Party). Neither the Trust nor the Trustee

shall have any liability for interest or producing income on any moneys received by them

and held for the benefit of or Distribution to the Beneficiaries or the Secured Party (on

behalf of Claimants holding Eligible Type A Claims against DWLLC, as the Secured

Party) except as such interest or income shall actually be received by the Trust or Trustee

(for the benefit of the Trust), which shall then become Trust Assets, subject to the terms of

this Agreement and the Collateral Documents.

2.7 Maintenance and Disposition of Trust Records. The Trustee shall maintain

accurate records of the administration of Trust Assets, including receipts, disbursements,

Distributions and other activity of the Trust. The books and records maintained by the Trustee

shall be disposed of by the Trustee at the later of (a) such time as the Trustee determines that the

continued possession or maintenance of such books and records is no longer necessary for the

benefit of the Trust, its Beneficiaries, or the Secured Party (on behalf of Claimants holding Eligible

Type A Claims against DWLLC, as the Secured Party), and (b) upon the termination and

completion of the winding down or dissolution of the Trust.

2.8 Reporting Requirements. On or before the date that is thirty (30) days after the end

of each calendar quarter (which deadline may be extended with the advance written consent of the

EchoStar, DWLLC and the Bureau), the Trustee shall provide EchoStar, DWLLC and the Bureau

with a report containing information for the preceding quarter, including: (a) the number of

Covered Claims submitted to the Trust; (b) the Covered Claim categories and aggregate amounts

of the Covered Claims submitted to the Trust; (c) the aggregate amount of Distributions made by

category of Covered Claim; (d) the aggregate amount of Trust Expenses actually disbursed and

the categories of such Trust Expenses; and (e) the balance of the Trust Assets as of the end of the

preceding quarter. The Trustee shall also provide EchoStar, DWLLC and the Bureau with such

information and reports that they may reasonably request concerning the administration of the

Trust.

2.9 No Bond Required; Procurement of Insurance. Notwithstanding any state law or

other applicable law to the contrary, the Trustee (including any successor Trustee) shall be exempt

from giving any bond or other security in any jurisdiction and shall serve hereunder without bond.

The Trustee shall obtain reasonable insurance coverage for itself, its agents, representatives,

employees or independent contractors, including coverage with respect to the liabilities, duties and

obligations of the Trustee and its agents, representatives, employees or independent contractors

under this Agreement and the Collateral Documents. The cost of any such insurance coverage

shall be a Trust Expense and paid out of Trust Assets.

2.10 Identity Verification.

(a) Each Beneficiary and any other Party to or person or entity identified in this

Agreement or any Collateral Document (each, an “Identified Party”), as a condition to

receiving any Distribution, shall, upon request by the Trustee at any time (including at

execution of this Agreement and at any subsequent time determined necessary by the

Trustee in its sole discretion), promptly provide the following:

(i) in the case of a natural person: (A) a certified copy of a current

government-issued photographic identification document (e.g., passport, national

identity card, or driver’s license); (B) documentary evidence of current residential

address (e.g., a utility bill or bank statement dated within three (3) months of the

request); (C) a certified copy of any relevant power of attorney, if acting in a

representative capacity; and (D) such other information or documentation as the

Trustee may reasonably require;

(ii) in the case of a legal entity: (A) certified copies of constitutional

documents (e.g., certificate of incorporation, articles of association, or equivalent);

(B) a current register of directors and officers; (C) documentary evidence of the

entity’s registered address and principal place of business; (D) details of the entity’s

ultimate beneficial owners holding, directly or indirectly, ten percent (10%) or more

of voting rights or ownership interests (or such lower threshold as applicable law

requires); and (E) such other information or documentation as the Trustee may

reasonably require.

(b) Verification Procedures. The Trustee shall verify the identity of all

Identified Parties in accordance with applicable law and maintain records of all identity

verification documentation obtained pursuant to this Article for a minimum period of five

(5) years following the later of: (a) the date of verification; or (b) the termination or winding

up of the Trust.

identity verification documentation within thirty (30) days of a request (or such extended

period as the Trustee may permit in writing), the Trustee shall be entitled, without liability,

to: (a) suspend any Distribution or other dealing in favor of such Identified Party; (b)

withhold the exercise of any discretionary powers in favor of such Identified Party; and/or

matter to relevant authorities.

2.11 Internal Data Privacy and Protection.

(a) Definitions. For purposes of this Section 2.11:

(i) “Applicable Data Protection Laws” means all laws and

regulations applicable to the processing of Personal Data in connection with the

Trust, including, applicable state and federal privacy laws in the United States

(including, where applicable, the California Consumer Privacy Act (“CCPA”)),

and any implementing or successor legislation.

(ii) “Data Controller” means the party who, alone or jointly with

others, determines the purposes and means of the processing of Personal Data.

(iii) “Data Processor” means any party that processes Personal Data on

behalf of a Data Controller.

(iv) “Personal Data” means any information relating to an identified or

identifiable natural person, as defined under applicable data protection legislation.

(v) “Processing” has the meaning given to it under applicable data

protection legislation, and includes collection, recording, organization, structuring,

storage, adaptation, retrieval, consultation, use, disclosure, dissemination,

restriction, erasure, or destruction of Personal Data.

(b) Roles of the Parties. The Trustee shall process Personal Data relating to

Identified Parties solely for the purposes of: (a) administering and managing the Trust in

accordance with this Agreement, the Collateral Documents and applicable law; (b)

complying with its legal and regulatory obligations, including KYC, AML, CTF, and

sanctions screening obligations; and (c) establishing, exercising, or defending legal claims.

The Trustee shall act as Data Controller in respect of such Personal Data and shall process

it in accordance with Applicable Data Protection Laws.

appropriate technical and organizational security measures to protect Personal Data against

unauthorized access, disclosure, alteration, or destruction. In the event of a personal data

breach likely to result in a risk to the rights of any individual, the Trustee shall notify

affected Identified Parties and relevant supervisory authorities within the timeframes

required by Applicable Data Protection Law. Personal Data shall be retained only for as

long as necessary to fulfill the purposes for which it was collected, or as required by

applicable law. Upon expiry of the applicable retention period, Personal Data shall be

securely deleted or anonymized.

(d) Rights of Data Subjects. To the extent required by Applicable Data

Protection Law, the Trustee shall facilitate the exercise by Identified Parties of their data

subject rights, including the right of access, rectification, erasure, restriction of processing,

and objection. Requests should be directed to the Trustee.

(e) Confidentiality. Except as specifically set forth in this Agreement, the

Trustee and its officers, directors, employees, agents, delegates and professionals shall treat

all information relating to the Trust (including the identity of Beneficiaries and the Trust’s

assets) as strictly confidential and shall not disclose such information to any third party

except: (a) as required by applicable law or regulation; (b) to professional advisors engaged

in connection with the Trust, subject to equivalent confidentiality obligations; or (c) as

authorized in writing by EchoStar. This obligation survives the termination of this

Agreement.

2.12 KYC, Anti-Money Laundering and Sanctions.

(a) The Trustee shall conduct KYC due diligence on Identified Parties and their

beneficial owners prior to making any Distribution.

(b) Each Identified Party undertakes not to use the Trust or its assets for money

laundering, terrorist financing, or any violation of applicable AML/CTF laws, and shall

promptly notify the Trustee of any relevant breach. The Trustee shall be entitled, and where

required obligated, to disclose information to any competent authority without notice to

any Identified Party where disclosure is required or where tipping-off prohibitions apply

and shall not be liable for any loss arising from any good faith disclosure.

not, and are not owned or controlled by, any person subject to economic or financial

sanctions administered by any applicable authority (a “Sanctioned Person”), and that no

Trust assets are held for the benefit of a Sanctioned Person. If the Trustee determines or

reasonably suspects that any Claimant is a Sanctioned Person or that any Trust asset is

subject to sanctions, the Trustee may, without liability, refuse any Distribution and/or make

any required disclosure to the relevant authority.

ARTICLE III

CLAIMS ADMINISTRATION

3.1 Claims Administration Process. From and after the Trust Effective Date, the

Trustee shall be solely responsible for verifying the validity and eligibility of a Covered Claim.

3.2 Register; Trust Interests. The Trustee or the Disbursing Agent, shall be responsible

for maintaining (or engaging a claims agent to maintain) a register (the “Register”) for purposes

of recording ownership of Trust Interests. For purposes of this Agreement, “Trust Interests”

means, with respect to each Beneficiary, the beneficial interests held by such Beneficiary in the

Type A Claims Reserve (on account of an Eligible Type A Claim) and in the other Trust Assets

(on account of Eligible Type B-1 Claims and Eligible Type B-2 Claims), expressed as percentages

equal to: (a) the Eligible Type A Claim of such Beneficiary divided by the aggregate of all Eligible

Type A Claims of all Beneficiaries; (b) the Eligible Type B-1 Claim of such Beneficiary divided

by the aggregate of all Eligible Type B-1 Claims of all Beneficiaries; and (c) the Eligible Type B-

2 Claim of such Beneficiary divided by the aggregate of all Eligible Type B-2 Claims of all

Beneficiaries. No transfer of a Trust Interest shall be effective unless and until recorded in the

adjustments to the Register including to reflect the determination that a Covered Claim is an

Eligible Covered Claim or that a claim is a Denied Claim. The Trustee or Disbursing Agent shall,

upon the written request of a Beneficiary (and at the Beneficiary’s expense), provide reasonably

adequate documentation evidencing such Beneficiary’s Trust Interest, as indicated on the Register.

3.3 Distributions. The Trustee or Disbursing Agent shall be responsible for

administering Distributions of Trust Assets under Article IV of this Agreement to Beneficiaries

and the Secured Party (on behalf of Claimants holding Eligible Type A Claims against DWLLC,

as the Secured Party) in accordance with the Orders, the Agreement, and the Collateral Documents.

The Trust shall be responsible for the payment of all Trust Expenses associated with the Trustee

or Disbursing Agent’s administration of the Distributions, which fees, costs and expenses shall be

paid solely from Trust Assets no more often than once per month.

3.4 Taxes, Fees and Expenses. Other than as set forth in this Agreement or any

Collateral Document, the Trustee shall be responsible for the payment of all taxes, fees, costs and

expenses associated with administration of the Trust, including taxes on the earnings of the Trust

and the fees and expenses incurred by professionals selected by the Trustee and any Disbursing

Agent engaged by the Trustee, and such taxes, fees, costs and expenses shall be payable solely

from Trust Assets.

ARTICLE IV

DISTRIBUTION OF TRUST ASSETS

4.1 Distribution of Trust Assets. Subject to Section 5.4 hereof, following the

contribution or transfer of Trust Assets to the Trust, the Trustee shall make continuing efforts on

behalf of the Trust to Distribute all Trust Assets to the Claimants on account of Eligible Covered

Claims in accordance with this Agreement and the Collateral Documents, and to Distribute Trust

Assets to EchoStar upon termination of the Trust pursuant to Article VIII hereof. In making

Distributions hereunder, the Trustee shall be bound by: (a) any final and non-appealable judgment

by or order of a court of competent jurisdiction or a final and binding arbitration award that is no

longer subject to appeal or any analogous challenge or review, in either case awarding or allowing

damages under applicable law against an EchoStar Party for a Covered Claim, including as such

damages shall have been reduced by the Claimant’s duty to mitigate damages (a “Judicial or

Arbitral Claim Determination”); and (b) any definitive written settlement between a Claimant

and one or more EchoStar Parties providing that such Claimant’s Covered Claim is an Eligible

Covered Claim, providing whether such Eligible Covered Claim is a Type A Claim, a Type B-1

Claim, or a Type B-2 Claim, and fixing the amount of such Eligible Covered Claim, and under

which all conditions to effectiveness have been satisfied or waived (a “Covered Claim

Settlement”). Any Distributions to a Claimant on account of an Eligible Covered Claim: (i) are

subject to the Claimant’s execution of a full and complete release and discharge of any and all

Covered Claims against the EchoStar Parties, in a form prepared and promulgated by the Trustee

that is acceptable to EchoStar and DWLLC; and (ii) shall be reduced by the aggregate amount of

any payments received by the Claimant on account of its Covered Claim from any source that is

not the Trust (a “Third-Party Payment”). Notwithstanding anything to the contrary in this

Agreement, no Claimant shall recover more than the full amount of its Eligible Covered Claim

from the Trust or the Secured Party, as applicable, including after taking into account any Third-Party Payments. No Distribution shall be made unless, after giving effect to such Distribution, the

Trust would retain sufficient Trust Assets to pay or reimburse in full in cash all Trust Expenses

then incurred or that the Trustee reasonably expects to be incurred.

4.2 Distribution Procedures.

4.2.1 Covered Claim Categories and Distributions. In accordance with the

Orders, the Trust shall satisfy Covered Claims that the Trustee validates and determines to

be eligible to receive a Distribution from the Trust (collectively, the “Eligible Covered

Claims”). The Orders categorize the following Covered Claims and provide that Eligible

Covered Claims shall receive Distributions in the following manner, subject in each case

to the terms of this Agreement, including payment of Trust Expenses as such amounts

become due:

(a) Type A Claims.

(i) “Type A Claim” means a Covered Claim for $100,000.00

or less in damages, including a Covered Convenience Claim (as defined

below).

(ii) “Eligible Type A Claim” means an Eligible Covered Claim

that is a Type A Claim.

(iii) The Trust shall make full Distributions on an Eligible Type

A Claim (including a Covered Convenience Claim) from the Type A Claims

Reserve promptly after the Trustee determines that such Type A Claim is

an Eligible Covered Claim; provided that: (A) any Distribution received by

the Secured Party on account of an Eligible Type A Claim (including a

Covered Convenience Claim) may, in turn, be paid or transferred to the

applicable Claimant only after entry of the Secured Party Distributions

Order, which shall then be in effect and not have been stayed; (B) the Trust

shall be entitled, in its discretion and for administrative convenience, to

elect to make Distributions on any Eligible Type A Claim directly to the

applicable Claimant on five (5) Business Days’ notice to the Secured Party,

notwithstanding the Secured Party’s security interest in the Type A Claims

Reserve; and (C) any Distribution to a Claimant holding an Eligible Type

A Claim against any EchoStar Party other than DWLLC shall be made by

the Trust in accordance with this Agreement.

(iv) The Trustee shall from time to time make a reasonable

estimate, based on Covered Claim Submissions or other information,

including consultation with EchoStar or DWLLC, of the aggregate amount

of Type A Claims that the Trustee may determine to be Eligible Type A

Claims (such estimated Eligible Type A Claims, the “Type A Estimated

Eligible Claims”). The Trustee shall at all times maintain a reserve of Trust

Assets, in an amount sufficient to satisfy in full all Type A Estimated

Eligible Claims and initial Trust Expenses, in a segregated bank account in

the name of the Trust, subject to the Collateral Documents in favor of the

Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party) (the “Type A Claims Reserve”).

Notwithstanding anything to the contrary in this Agreement, the Trustee

shall not make any Distribution on account of an Eligible Type B-1 Claim

or an Eligible Type B-2 Claim unless, after giving effect to such

Distribution, the Trust will retain Trust Assets in an amount at least equal

to the Type A Claims Reserve. If all Eligible Type A Claims are paid in

full, any remaining amounts in the Type A Claims Reserve shall become

available for Distribution to other Eligible Covered Claims under the terms

of this Agreement.

(b) Type B-1 Claims.

(i) “Type B-1 Claim” means a Covered Claim to the extent it

is for (A) outstanding amounts due as of the earlier of: (1) December 31,

2025; and (2) the date the Claimant received notice from an EchoStar Party

that it is excused from its obligations or commitments under the agreements

underlying the Covered Claim; and/or (B) amounts expended or reasonably

expected to be expended by the completion of the Covered Activities (e.g.,

costs for decommissioning towers and cell sites, costs for electricity used).

(ii) “Eligible Type B-1 Claim” means an Eligible Covered

Claim that is a Type B-1 Claim.

(iii) The Trust shall make the first Distribution on an Eligible

Type B-1 Claim within thirty (30) days of the first Semi-Annual

Determination Date (as defined below) that follows the Trustee’s

determination that such Type B-1 Claim is an Eligible Covered Claim,

subject to maintenance of the Type A Claims Reserve. The Trustee shall

continue to make Distributions on such Eligible Type B-1 Claim within

thirty (30) days after each subsequent Semi-Annual Determination Date

until (A) all Eligible Type B-1 Claims are paid in full, (B) if insufficient

Trust Assets remain to make Distributions on all Eligible Type B-1 Claims

in an amount sufficient to satisfy such Eligible Type B-1 Claims in full,

such Eligible Type B-1 Claims receives pro rata Distributions from the

remaining Trust Assets, or (C) no Trust Assets remain, in which case the

Trustee shall wind down the Trust in accordance with this Agreement.

(i) “Type B-2 Claim” means a Covered Claim to the extent it

is for (A) lost future rents or profits and other future amounts (e.g., future

taxes, insurance) due under agreements (including leases) for Covered

Activities that have been terminated, and/or (B) costs incurred for Covered

Activities that the Claimant reasonably expected to be paid out of future

receipts.

(ii) “Eligible Type B-2 Claim” means an Eligible Covered

Claim that is a Type B-2 Claim.

(iii) If after five (5) years from the Claims Opening Date (as

defined below) all Eligible Type A Claims and Eligible Type B-1 Claims

shall have received Distributions in amounts sufficient to satisfy such

Eligible Covered Claims in full and sufficient Trust Assets remain to pay

all Trust Expenses, then the Trust shall make Distributions sufficient to

satisfy each Eligible Type B-2 Claim in full or, if insufficient Trust Assets

remain to satisfy each Eligible Type B-2 Claim in full, then such Eligible

Covered Claims shall receive pro rata Distributions from the remaining

Trust Assets; provided, however, that if before five (5) years from the

Claims Opening Date all Eligible Type A Claims and Eligible Type B-1

Claims shall have been paid in full or there are no remaining Trust Assets,

the Trustee may accelerate Distributions to Eligible Type B-2 Claims or

wind down the Trust in accordance with this Agreement, as applicable.

(d) Settled Covered Claims. Notwithstanding anything to the contrary

in this Agreement, a Covered Claim shall be treated as an Eligible Covered Claim

if it is the subject of: (i) a Covered Claim Settlement and (ii) a timely Covered

Claim Submission. Any such Eligible Covered Claim shall receive a Distribution

within thirty (30) days after the next Semi-Annual Determination Date following

the Trustee’s determination that such Covered Claim is an Eligible Covered Claim;

provided that any such Distribution shall remain subject to (A) the payment of Trust

Expenses, (B) maintenance of the Type A Claims Reserve until all Eligible Type A

Claims shall have received Distributions that satisfy such Eligible Covered Claims

in full (as such Distributions may be reduced for any Third-Party Payments), (C)

the Claimant’s execution of the release required by Section 4.1, and (D) all other

requirements of this Agreement and the Collateral Documents.

4.2.2 Covered Secured Party Claims. Subject to entry of the Secured Party

Distributions Order and notwithstanding anything to the contrary in this Agreement, a

Covered Claim held by the Secured Party against the Trust on account of the Secured

Party’s payment obligation to a Claimant holding an Eligible Type A Claim shall be

deemed to be an Eligible Covered Claim automatically after the fifth (5th) Business Day

following the Secured Party’s submission of such Covered Claim to the Trustee (which

submission may be made via email) contingent on the Secured Party providing prompt

written confirmation to the Trustee of its payment of such Eligible Type A Claim from the

Distribution. To the extent the Secured Party receives a Distribution from the Trust for the

purpose of paying an Eligible Type A Claim, the Secured Party shall hold such funds in

trust solely for the benefit of such Claimant and shall use such funds solely to pay such

Eligible Type A Claim in accordance with this Agreement and the Secured Party

Distributions Order. If the Trustee disputes any Covered Claim submitted by the Secured

Party, the Trustee and the Secured Party shall confer in good faith to resolve such dispute.

If such dispute is not resolved within ten (10) Business Days after notice is provided to the

Secured Party of the dispute, either the Trustee or the Secured Party may seek resolution

of the dispute in any court of competent jurisdiction.

4.2.3 Covered Subrogation Claims. A claim held by a person or entity

(“Subrogee”) against an EchoStar Party arising by subrogation (whether by operation of

law, contract or equity, and including a voluntary sale or transfer of a Covered Claim to

Subrogee) as a result of Subrogee’s full payment or full satisfaction of a Covered Claim

(such claim, a “Covered Subrogation Claim”) shall be entitled to make a Covered Claim

Submission on account of such Covered Subrogation Claim. If the Trustee determines that

such Covered Subrogation Claim is an Eligible Covered Claim, the Subrogee shall be

entitled to the same Distribution on account of the Eligible Covered Subrogation Claim

that the Covered Claim to which such right of subrogation relates would have received

from the Trust if such Covered Claim had not been paid or satisfied by Subrogee.

4.2.4 Covered Claim Submissions. On or before the date that is thirty (30) days

after the Trustee’s appointment, the Trustee shall have:

(a) established an online portal (the “Trust Website”) for the

submission of Covered Claims for the Trust’s review, validation and determination

of whether Covered Claims are Eligible Covered Claims (each such submission, a

“Covered Claim Submission”); and

(b) begun accepting Covered Claim Submissions through the Trust

Website.

The date on which the Trust begins accepting Covered Claim Submissions is referred to

herein as the “Claims Opening Date.”

4.2.5 Sole Source of Recovery. Except as any EchoStar Party may otherwise

agree in writing, any Claimant that makes a Covered Claim Submission agrees that its sole

source of recovery on account of its Covered Claim is the Trust, and that, subject to

execution of a release in form and substance acceptable to EchoStar and DWLLC, such

Covered Claim Submission constitutes a voluntary irrevocable waiver and release by the

Claimant of any legal rights it may have against any EchoStar Party to otherwise recover

against or enforce the Judicial or Arbitral Claim Determination or Covered Claim

Settlement on which the Covered Claim is based; provided, however, that making a

Covered Claim Submission does not and shall not be deemed to adversely impact the

jurisdiction of any court of competent jurisdiction or arbitration tribunal to reconsider any

determination by the Trustee in accordance with Section 4.2.13 of this Agreement.

4.2.6 Notice of Claims Opening Date. On or before the date that is thirty (30)

days after the Claims Opening Date, EchoStar shall give notice to all known or reasonably

ascertainable potential Claimants of the establishment of the Trust and the Trust Website.

EchoStar shall have no obligation to provide publication notice (whether in print, online,

or by other means), and EchoStar’s provision of notice to any potential Claimant shall not

be deemed to be an admission by any EchoStar Party that any such Claimant holds a valid

Covered Claim or a waiver of any EchoStar Party’s rights, claims, or defenses.

4.2.7 Semi-Annual Determination Date. Beginning on the date that is six (6)

months after the Claims Opening Date and continuing every six (6) months thereafter (each

such date, the “Semi-Annual Determination Date”), the Trustee shall determine whether

the Trust has sufficient Trust Assets to satisfy in full all of the pending Type B-1 Claims

after payment of the Trust Expenses and maintenance of the Type A Claims Reserve.

4.2.8 Covered Claim Submission Deadline. The notice referenced in Section

4.2.6 above shall specify the deadline by which a Claimant must make a Covered Claim

Submission or be forever barred from asserting its Covered Claim against the Trust and

from receiving Distributions on such Covered Claim from the Trust (the “Covered Claim

Submission Deadline”). The Covered Claim Submission Deadline shall be the date that,

with respect to each Claimant, is the later of: (a) 180 days after the Claims Opening Date,

as the Trustee may extend such date from time to time with EchoStar’s prior written

consent; and (b) forty-five (45) days after a Judicial or Arbitral Claim Determination or

Covered Claim Settlement.

4.2.9 Eligible Covered Claims. For each Claimant that makes a Covered Claim

Submission, the Trustee shall determine whether such Covered Claim is an Eligible

Covered Claim. The Trustee shall determine a Covered Claim to be an Eligible Covered

Claim only if the holder of a Covered Claim shall have:

(a) obtained or entered into, as applicable:

(i) a Judicial or Arbitral Claim Determination; or

(ii) a Covered Claim Settlement; and

(b) timely made the Covered Claim Submission, in the manner to be

specified on the Trust Website, including by:

(i) if applicable, uploading to the Trust Website a true and

correct copy of a Judicial or Arbitral Claim Determination, including, if

applicable, any determination that the Covered Claim is an Eligible Covered

Claim, including any determination by such court or tribunal regarding the

extent to which such Eligible Covered Claim is a Type A Claim, Type B-1

Claim, or Type B-2 Claim and the amount of such Eligible Covered Claim

within each category;

(ii) uploading to the Trust Website documentation sufficient to

demonstrate the extent to which the Judicial or Arbitral Claim

Determination or Covered Claim Settlement is for a Covered Claim, which

documentation may include copies of relevant agreements, invoices or

correspondence;

(iii) if the category or categories of the Covered Claim and

corresponding amount or amounts shall not have been determined by a

Judicial or Arbitral Claim Determination or Covered Claim Settlement,

asserting the extent to which the Covered Claim is a Type A Claim, Type

B-1 Claim, or Type B-2 Claim; provided that, if the Covered Claim includes

both a Type B-1 Claim and a Type B-2 Claim, the Claimant shall specify

the dollar amounts of each such component of its Covered Claim;

(iv) if the Claimant holds a Covered Claim in an amount that

exceeds $100,000.00, indicating whether the Claimant agrees to voluntarily

reduce its claim to $100,000.00 and be treated in all respects as a Type A

Claim (a “Covered Convenience Claim”); and

(v) certifying that Claimant has not received any Third-Party

Payment or, if the Claimant has received a Third-Party Payment, specifying

the aggregate amount thereof.

4.2.10 Third-Party Payments. If a Claimant receives any Third-Party Payment

after making a Covered Claim Submission, such Claimant shall notify the Trustee within

ten (10) Business Days, and the Trustee shall be entitled to adjust any Distributions made

to such Claimant on account of the Third-Party Payment. Any failure of a Claimant to

timely notify the Trustee of a Third-Party Payment after receiving a Distribution shall result

in the Claimant owing the Trust annualized interest at the federal judgment rate on the

amount of such Third-Party Payment for each Business Day after the applicable 10-day

period specified above until the Trustee is notified.

4.2.11 Notice of Eligible Covered Claim. Upon the Trustee’s determination that

a Covered Claim is an Eligible Covered Claim, the Trustee shall promptly notify the

Claimant via email of such determination and the projected timing of any initial or other

Distribution on such Eligible Covered Claim (such notice, an “Eligible Covered Claim

Notice”).

4.2.12 Notice of Denied Claim. Upon the Trustee’s determination that a claim is

not an Eligible Covered Claim (a “Denied Claim”), the Trustee shall promptly notify the

Claimant via email of such determination, which notice shall contain a reasonably detailed

explanation of the Trustee’s determination (such notice, a “Denied Claim Notice”).

4.2.13 Reconsideration Procedure.

(a) Claimant’s sole recourse with respect to the Trustee’s

determination is to make a request to the Trustee for reconsideration or to proceed

before a court of competent jurisdiction.

(b) A Claimant may make a reconsideration request or proceed before

a court of competent jurisdiction seeking relief with respect to (i) its Denied Claim

or (ii) the amount(s) or allocation of its Eligible Covered Claim as between a Type

A Claim, a Type B-1 Claim, and a Type B-2 Claim (each, a “Reconsideration

Request”), in each case within thirty (30) days of the Trustee sending a Denied

Claim Notice or Eligible Covered Claim Notice to the Claimant, as applicable. Any

Claimant that fails to submit a Reconsideration Request to the Trust or proceed

before a court of competent jurisdiction by such deadline shall be deemed to accept

the Denied Claim or the amount(s) or allocation of its Eligible Covered Claim.

Claim or Eligible Covered Claim with the Reconsideration Request. The Trustee

will have sole discretion whether to grant the Reconsideration Request. The

decision to grant the Reconsideration Request does not guarantee that the Trustee

will reach a different result after reconsideration.

(d) If the Reconsideration Request is denied, the Trustee will notify the

Claimant within thirty (30) days of receiving the request that it will not reconsider

the Denied Claim or the Eligible Covered Claim, as applicable.

(e) If the Reconsideration Request is granted, the Trustee will provide

the Claimant written notice within thirty (30) days of receiving the Reconsideration

Request that it is reconsidering the Claimant’s Denied Claim or Eligible Covered

Claim. The Trustee will then reconsider the Denied Claim or Eligible Covered

Claim, including all new information provided by the Claimant in the

Reconsideration Request, and will have the discretion to maintain or alter the prior

determination as set forth in a further written notice to the Claimant to be issued

within sixty (60) days of the Trustee sending the notice of reconsideration to the

Claimant.

4.2.14 Withholding. The Trust may withhold or deduct from amounts distributable

to any person or entity any and all amounts, determined in the Trustee’s reasonable sole

discretion, required by any law, regulation, rule, ruling, directive, or other governmental

requirement (including tax withholding in accordance with Section 4.5 below).

4.2.15 Delivery of Distributions. Any Distribution to a Claimant shall be made:

(a) by check, wire transfer or other electronic payment method; (b) in the name of the

Claimant; and (c) at the address or to the account (i) included in the Claimant’s Covered

Claim Submission or (ii) set forth in any written notices of address or account changes

delivered to the Trustee after the date of any related Covered Claim Submission. If any

Distribution or other communication from the Trust is returned as undeliverable, no further

Distribution shall be made to such Claimant unless the Trustee is notified in writing of such

Claimant’s then-current address. Except as required by law, the Trustee (or its duly

authorized agent) shall have no obligation to locate any Claimant. Any Trust Assets that

are undistributable in accordance with this Section 4.2.15 shall revert to the Trust

notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property

laws to the contrary, subject in all cases to the entry of an order by a court of competent

jurisdiction authorizing such treatment of undistributable Trust Assets. The Covered Claim

with respect to such undistributable amount shall be deemed released, settled,

compromised and forever barred, and the undistributable amount shall be reallocated to the

other Eligible Covered Claims in accordance with Section 4.2.1 of this Agreement.

4.2.16 Negotiation of Checks; Reissuance. Checks issued to Claimants shall be

null and void if not negotiated within one hundred eighty (180) calendar days after the date

of issuance thereof. Requests for reissuance of any voided check shall be made directly to

the Trustee by the Beneficiary to which such check was originally issued. Any requests

for reissuance in respect of such a voided check shall be made within one hundred eighty

(180) calendar days after the date of issuance of such check. If no request is made as

provided in the preceding sentence, the check shall be deemed undistributable in

accordance with this Agreement.

4.2.17 Trustee Discretion. The Trustee shall have the discretion to determine the

timing of Distributions in the most efficient and cost-effective manner possible; provided,

however, that the Trustee’s discretion may not be exercised in a manner inconsistent with

any other provision of this Agreement or any Collateral Document.

4.3 Right to Rely on Professionals. Without limitation of the generality of Section 6.6

of this Agreement, in determining the amount of any Distribution of Trust Assets to the

Beneficiaries or the Secured Party (on behalf of Claimants holding Eligible Type A Claims against

DWLLC, as the Secured Party), the Trustee may rely and shall be fully protected in relying on the

advice and opinion of the Trust’s counsel, financial advisors, accountants, and other professionals.

4.4 Method and Timing of Distributions. Distributions of Trust Assets to the

Beneficiaries or the Secured Party (on behalf of Claimants holding Eligible Type A Claims against

DWLLC, as the Secured Party) hereunder will be made from the Trust in accordance with the

terms of this Agreement and the Collateral Documents.

4.5 Periodic Distribution; Withholding. The Trustee shall make Distributions from the

Trust to Claimants on account of Eligible Covered Claims, other than Eligible Type A Claims, at

least semi-annually, to the extent the Trustee determines that the Trust has sufficient cash available

for Distribution from all net cash income and all other cash received by the Trust while maintaining

the Type A Claims Reserve and sufficient Trust Assets to pay or reimburse all Trust Expenses.

Subject to the other terms of this Agreement, the Trustee is authorized to make Distributions from

the Trust to Claimants on account of Eligible Covered Claims from time to time following the

Trust Effective Date if the Trustee determines, in the exercise of its business judgment and after

consulting with its professionals, that making such Distribution is in the best interests of the

Beneficiaries.

4.6 IRS Forms. The Trustee (or the Disbursing Agent) may require any holder of an

Eligible Covered Claim to complete the appropriate IRS Form W-8 or IRS Form W-9 as a

prerequisite to receiving any Distributions. If a holder of an Eligible Covered Claim does not so

provide to the Trustee (or Disbursing Agent) within ninety (90) days of written request with all

documentation, that in the Trustee’s reasonable business judgment, is necessary to determine that

all tax withholding and reporting requirements for such Eligible Covered Claim, including an IRS

Form W-8 or IRS Form W-9, the Distribution on such Eligible Covered Claim shall be deemed

forfeited, disallowed and expunged in its entirety and the funds shall become Trust Assets and

redistributed to the other holders of Covered Claims in accordance with the terms of this

Agreement and the Collateral Documents.

ARTICLE V

BENEFICIARIES

5.1 Interest Beneficial Only. The ownership of a Trust Interest shall not entitle any

Beneficiary to any title in or to, or possession, management or control of, any of the Trust Assets

or to any right to call for a partition or division of such assets or to require an accounting.

5.2 Ownership of Beneficial Interests Hereunder. Each Beneficiary shall own a Trust

Interest that shall, subject to Section 5.7 of this Agreement, be entitled to a Distribution in the

amounts, and at the times, set forth in this Agreement and the Collateral Documents.

5.3 Evidence of Beneficial Interest. Ownership of a Trust Interest in the Trust shall not

be evidenced by any certificate, security, or receipt or in any other form or manner whatsoever,

except as maintained on the Register maintained by the Trustee or the Disbursing Agent.

5.4 No Right to Accounting. Subject to the rights of EchoStar, DWLLC and the Bureau

to receive reporting from the Trustee under Section 2.8 of this Agreement, neither the Beneficiaries

nor their successors, heirs, assigns, subrogees, creditors, or any other person or entity shall have

any right to an accounting by the Trustee, and the Trustee shall not be obligated to provide any

accounting to any such person or entity. Nothing in this Agreement or any Collateral Document

is intended to require the Trustee at any time or for any purpose to file any accounting or seek

approval of any court with respect to the administration of the Trust or as a condition for making

any advance, payment, or Distribution out of proceeds of Trust Assets.

5.5 No Standing. Except as expressly provided in this Agreement or any Collateral

Document, including an Investment Direction under Section 2.6 of this Agreement, no Beneficiary

shall have standing to direct or to seek to direct the Trust or Trustee to do or not to do any act or

to institute any action or proceeding at law or in equity against any person or entity upon or with

respect to the Trust Assets or the Claims Administration.

5.6 Requirement of Undertaking. The Trustee may request that a court of competent

jurisdiction, in any suit for the enforcement of any right or remedy under this Agreement or any

Collateral Document, or in any suit against the Trustee for any action taken or omitted by it as

Trustee, require any party or litigant in such suit to undertake to pay the costs of such suit, including

reasonable attorneys’ fees, against any party litigant in such suit.

5.7 Limitation on Transferability. It is understood and agreed that the Trust Interests

shall be non-transferable and non-assignable except by will, intestate succession or by operation

of law (including by merger, acquisition, consolidation, conversion, domestication,

reincorporation, division, reorganization, or spin-off); provided, however, that such limitation

shall not apply to the holder of a Covered Subrogation Claim. An assignment by operation of law

shall not be effective until appropriate notification and proof thereof is submitted to the Trustee,

and the Trustee may continue to cause the Trust to pay all amounts to or for the benefit of the

assigning Beneficiaries until receipt of proper notification and proof of assignment by operation

of law. The Trustee may rely upon such proof without the requirement of any further investigation.

5.8 Effect of Death, Dissolution, Incapacity, or Bankruptcy of Beneficiary. The death,

dissolution, incapacity, or bankruptcy of a Beneficiary during the term of the Trust shall not

operate to terminate the Trust Interests during the term of the Trust nor shall it entitle the

representative or creditors of such deceased, incapacitated or bankrupt Beneficiary to an

accounting or to take any action in any court or elsewhere for the Distribution of the Trust Assets

or for a partition thereof, nor shall it otherwise affect the rights and obligations of the Beneficiary

under this Agreement and the Collateral Documents or such Beneficiary’s interests in the Trust or

the Trust Assets.

5.9 Exemption from Registration. The Trust Interests, and the rights of the

Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party) to receive Trust Assets (if any), shall not constitute

“securities” under applicable law, and shall not be registered pursuant to the Securities Act. No

party to this Agreement shall make a contrary or different contention.

ARTICLE VI

THIRD PARTY RIGHTS AND LIMITATION OF LIABILITY

6.1 Parties Dealing with the Trustee. In the absence of actual knowledge to the

contrary, any person or entity dealing with the Trust or the Trustee shall be entitled to rely on the

authority of the Trustee or any of the Trustee’s agents to act in connection with the Trust Assets.

There is no obligation of any person or entity dealing with the Trustee to inquire into the validity

or expediency or propriety of any transaction by the Trustee or any agent of the Trustee.

6.2 Limitation of Trustee Liability.

6.2.1 The Trustee shall have such fiduciary duties to the Beneficiaries and the

Secured Party (on behalf of Claimants holding Eligible Type A Claims against DWLLC,

as the Secured Party) as provided under applicable law and shall exercise its responsibilities

accordingly.

6.2.2 In exercising the rights granted herein, the Trustee shall exercise the

Trustee’s business judgment, for the benefit of the Beneficiaries and the Secured Party (on

behalf of Claimants holding Eligible Type A Claims against DWLLC, as the Secured

Party), in order to properly manage the affairs of the Trust, safeguard the interests of all

Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible Type A

Claims against DWLLC, as the Secured Party), and maximize the value of the Trust Assets

after giving due regard to the cost, risk and delay of any course of action.

6.2.3 However, notwithstanding anything herein to the contrary, neither the

Trustee nor any of its firms, companies, affiliates, partners, officers, directors, members,

employees, professionals, advisors, attorneys, financial advisors, investment bankers,

representatives, Disbursing Agent or other agents, or any of such person or entity’s

successors and assigns, shall incur any responsibility or liability to any person or entity by

reason of any error of law or fact or of any matter or thing done or suffered or omitted to

be done arising under, in connection with or related to this Agreement or any Collateral

Document, whether sounding in tort, contract, or otherwise, except for fraud, gross

negligence, or willful misconduct that is found by a final judgment of a court of competent

jurisdiction (not subject to further appeal or review) to be the direct and primary cause of

loss, liability, damage, or expense suffered by the Trust. In no event shall the Trustee be

liable for indirect, punitive, special, incidental or consequential damage or loss (including,

but not limited to, lost profits) whatsoever, even if the Trustee has been informed of the

likelihood of such loss or damages and regardless of the form of action.

6.3 No Liability for Acts of Other Persons. No person or entity identified in the

immediately preceding Section 6.2 of this Agreement shall be liable for the act or omission of any

other person or entity identified in that section.

6.4 No Liability for Acts of Predecessors. No successor Trustee shall be in any way

liable or responsible for the acts or omissions of any Trustee that served in such capacity prior to

the date on which such successor becomes the Trustee, unless a successor Trustee expressly

assumes such liability or responsibility.

6.5 No Liability for Good Faith Error of Judgment. The Trustee shall not be liable for

any error of judgment made in good faith, unless it shall be finally determined by a final judgment

of a court of competent jurisdiction (not subject to further appeal or review) that the Trustee was

grossly negligent in ascertaining the pertinent facts.

6.6 Reliance by Trustee on Documents and Advice of Counsel or Other Persons.

Except as otherwise expressly provided herein, the Trustee may rely upon, and shall be protected

in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request,

consent, order or other paper or document believed by them to be genuine and to have been signed

or presented by the proper party or parties. The Trustee also may engage and consult with its

respective legal counsel and other agents and advisors, and shall not be liable for any action taken,

omitted, or suffered in reliance upon the advice of such counsel, agents, or advisors.

6.7 No Personal Obligation for Trust Liabilities. Except as otherwise provided herein,

persons or entities dealing with the Trustee shall have recourse only to the Trust Assets to satisfy

any liability incurred by the Trustee to any such person or entity in carrying out the terms of this

Agreement and the Collateral Documents, and the Trustee shall have no personal, individual

obligation to satisfy any such liability.

6.8 Indemnification.

6.8.1 The Trust shall indemnify, defend and hold harmless the Trustee and each

of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors,

employees, executors, financial advisors, investment bankers, real estate brokers, transfer

agents, independent contractors, managers, members, officers, partners, predecessors,

principals, professional persons, representatives, affiliates, employers and successors

(each, an “Indemnified Party”), solely from the Trust Assets, against any loss, liability,

damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including

the reasonable fees and expenses of their respective professionals) actually incurred by any

Indemnified Party for any action taken, suffered, or omitted to be taken by such

Indemnified Party in connection with the acceptance, administration, exercise, and

performance of its duties under this Agreement, as applicable, if such Indemnified Party

acted in good faith and in a manner reasonably believed to be in, or not opposed to, the

best interest of the Trust, its Beneficiaries, and the Secured Party (on behalf of Claimants

holding Eligible Type A Claims against DWLLC, as the Secured Party), except if such

loss, liability or damage is determined by a final order of a court of competent jurisdiction

to have resulted from the fraud, gross negligence or willful misconduct of the Indemnified

Party asserting indemnification. The amounts necessary for the indemnification provided

in this section (including any costs and expenses incurred in enforcing the right of

indemnification in this section) shall be paid by the Trustee solely out of the Trust Assets.

The indemnification provided in this section shall survive the death, dissolution,

incapacity, resignation or removal of the Trustee, Indemnified Party or the termination of

the Trust, and shall inure to the benefit of each Indemnified Party’s heirs and assigns. For

the avoidance of doubt, the Trustee shall not be liable under any circumstances for any act

or omission by the EchoStar Parties or the Disbursing Agent and shall not be indemnified

under any circumstances by the EchoStar Parties.

6.8.2 Expense of Trust; Limitation on Source of Payment of Indemnification.

All indemnification liabilities of the Trust under Section 6.8 of this Agreement shall be

Trust Expenses. The amounts necessary for such indemnification and reimbursement shall

be paid by the Trust out of the available Trust Assets after reserving for all actual and

anticipated Trust Expenses. The Trustee shall not be personally liable for the payment of

any Trust Expense or claim or other liability of the Trust, and no person or entity shall have

any recourse to the Trustee or other Indemnified Parties personally for the payment of any

such expense or liability.

6.8.3 Procedure for Current Payment of Indemnified Expenses; Undertaking to

Repay. The Trust shall reasonably promptly pay an Indemnified Party all amounts subject

to indemnification under Section 6.8 of this Agreement on submission of invoices for such

amounts by the Indemnified Party. By accepting any indemnification payment, the

Indemnified Party undertakes to repay such amount promptly if it is determined that the

Indemnified Party is not entitled to be indemnified under this Agreement.

6.9 No Implied Obligations. The Trustee shall not be liable except for the performance

of such duties and obligations as are specifically set forth herein, and no implied covenants or

obligations shall be read into this Agreement or any Collateral Document against the Trustee.

6.10 Non-Recourse. All claims, obligations, liabilities, actions or causes of action

(whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon,

in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this

Agreement or any Collateral Document, or the negotiation, execution, or performance of this

Agreement or any Collateral Document (including any representation or warranty made in, in

connection with, or as an inducement to, this Agreement), may be made only against (and are

expressly limited to) the entities that are expressly identified as Parties in the preamble to this

Agreement or, if applicable, their successors and assigns (“Contracting Parties”). No person or

entity that is not a Contracting Party, including any past, present or future director, officer,

employee, incorporator, member, partner, manager, stockholder, affiliate, agent, consultant,

attorney, accountants, financial advisor or other representative of, and any lender to, any

Contracting Party, or any past, present or future director, officer, employee, incorporator, member,

partner, manager, stockholder, affiliate, agent, consultant, attorney, accountants, financial advisor

or other representative of, and any lender to, any of the foregoing (“Nonparty Affiliates”), shall

have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any

claims, causes of action, obligations, or other liabilities arising under, out of, in connection with,

or related in any manner to this Agreement or any Collateral Document or based on, in respect of,

or by reason of this Agreement or any Collateral Document or such Nonparty Affiliate’s

negotiation, execution, performance, or breach; and, to the maximum extent permitted by law,

each Contracting Party hereby waives and releases all such claims, causes of action, obligations

and other liabilities against any such Nonparty Affiliates. It is expressly agreed that the Nonparty

Affiliates to whom this Section 6.10 applies shall be third-party beneficiaries of this Section 6.10.

6.11 Confirmation of Survival of Provisions. Without limitation in any way of any

provision of this Agreement, the provisions of this Article VI shall survive the death, dissolution,

liquidation, incapacity, resignation, replacement, or removal, as may be applicable, of the Trustee,

or the termination of the Trust or this Agreement, and shall inure to the benefit of the Trustee’s

and the Indemnified Parties’ heirs and assigns.

ARTICLE VII

SELECTION, REMOVAL, REPLACEMENT AND COMPENSATION OF TRUSTEE

7.1 Initial Trustee. The Trustee has been selected by EchoStar and approved by the

Bureau, and The Bank of New York Mellon is appointed as Trustee effective as of the Trust

Effective Date.

7.2 Term of Service. The Trustee shall serve until (a) the completion of the

administration of the Trust Assets and the Trust, including the winding up of the Trust, in

accordance with this Agreement, (b) termination and dissolution of the Trust in accordance with

this Agreement, or (c) the Trustee’s resignation, death, dissolution, incapacity, liquidation or

removal. If the Trustee’s appointment terminates by reason of resignation, death, dissolution,

incapacity, liquidation or removal, the Trustee shall be immediately compensated for all Trust

Expenses accrued but unpaid through the effective date of termination. The provisions of this

Article VII of this Agreement shall survive the resignation or removal of any Trustee.

7.3 Resignation of Trustee. The Trustee may resign at any time on written notice to

EchoStar, DWLLC and the Bureau. The resignation shall be effective on the date specified in the

notice of resignation. In the event of a resignation, the resigning Trustee shall provide to EchoStar

and the Bureau a complete accounting of monies and assets received, disbursed, and held during

the term of office of that Trustee.

7.4 Removal of Trustee. The Trustee may be removed at any time by EchoStar for

Cause, with five (5) Business Days’ prior written notice to the Bureau.

7.5 Appointment of Successor Trustee. Upon the resignation, death, dissolution,

incapacity, liquidation or removal of a Trustee, EchoStar shall select a proposed successor Trustee,

subject to the requirements for appointment as Trustee set forth in the Orders.

7.6 Powers and Duties of Successor Trustee. A successor Trustee shall have all the

rights, privileges, powers, and duties of his, her, or its predecessor under this Agreement and the

Collateral Documents.

7.7 Trust Continuance. The resignation, death, dissolution, incapacity, liquidation or

removal of the Trustee shall not terminate the Trust or revoke any existing agency created pursuant

to this Agreement or any Collateral Document or invalidate any action theretofore taken by the

Trustee.

7.8 Compensation of Trustee and Costs of Administration. Each Trustee shall be

entitled to receive compensation for its services under this Agreement and the Collateral

Documents, which shall be a charge solely against, and solely paid out of, the Trust Assets as Trust

Expenses, in accordance with any agreement reached between such Trustee and EchoStar, subject

to approval by the Bureau. Such Trustee shall be entitled to such compensation, without notice to

or consent by any beneficiary or court and without any disclosure otherwise required pursuant to

12 Del. C. § 3312(c) or otherwise applicable law. Such compensation may exceed the

compensation for such services in effect from time to time under the laws of the State of Delaware.

In the absence of a fee agreement, a Trustee may charge fees in accordance with its published fee

schedule in existence at the time the services are rendered or, if none, as permitted under the laws

of the State of Delaware. The Trustee’s compensation is a Trust Expense that shall be paid by the

Trustee from the Trust Assets in the ordinary course no more often than once per month.

7.9 All Trust Expenses incurred by the Trustee (including costs and expenses of

professionals who may be employed by the Trustee in administering the Trust, in carrying out their

other responsibilities under this Agreement and the Collateral Documents, or in any manner

connected, incidental, or related thereto) shall be paid by the Trust solely from the Trust Assets in

the ordinary course no more often than once per month.

ARTICLE VIII

DURATION OF THE TRUST

8.1 Duration. On and after the Trust Effective Date, the Trust and this Agreement shall

remain and continue in full force and effect until the Trust is terminated in accordance with the

terms set forth in Sections 8.2 and 8.3 of this Agreement.

8.2 Termination of Trust. Upon the date that (a) all Trust Expenses and all obligations

owed in connection with Eligible Covered Claims are satisfied in full or (b) the Trustee has

Distributed, in accordance with the provisions of this Agreement, all of the Trust Assets on account

of Eligible Covered Claims, whichever is earlier, the Trust shall return to EchoStar any remaining

Trust Assets (including, for the avoidance of doubt, all amounts earned on the Trust Assets for the

duration of the Trust) (which return of Trust Assets to EchoStar shall not be a “Distribution” for

purposes of this Agreement), at which time the Trust shall terminate and dissolve, and the Trustee

shall have no further responsibility in connection therewith except as expressly provided in this

Agreement or as may be required to effectuate such termination under relevant law.

8.3 Termination after Five Years. If the Trust has not been previously terminated and

dissolved pursuant to Section 8.2 hereof by the date that is not more than five (5) years from the

Trust Effective Date (the “Outside Termination Date”), on or as soon as reasonably practicable

following the Outside Termination Date the Trustee shall Distribute all of the Trust Assets to the

Beneficiaries and the Secured Party (on behalf of Claimants holding Eligible Type A Claims

against DWLLC, as the Secured Party) in accordance with this Agreement and pay any remaining

Trust Assets to EchoStar, and immediately thereafter the Trust shall dissolve and terminate and

the Trustee shall have no further responsibility in connection therewith except to the limited extent

set forth in Section 8.5 of this Agreement; provided that, as set forth in the Orders, if any Trust

Assets remain in the Trust, upon request of the Trustee or a Claimant, the Bureau may order in its

reasonable discretion, and subject to the public interest standard, that the Trust remain open for

additional time. If there is no such request or the Bureau does not so order, the Trustee shall close

the Trust, pay its final expenses, and pay any remaining Trust Assets to EchoStar.

8.4 No Termination by Beneficiaries or the Secured Party. The Trust may not be

terminated and dissolved at any time by the Beneficiaries or the Secured Party.

8.5 Continuance of Trust for Winding Up; Discharge and Release of Trustee. After the

termination of the Trust and solely for the purpose of liquidating and winding up the affairs of the

Trust, the Trustee shall continue to act as such until its responsibilities have been fully performed.

Except as otherwise specifically provided herein, upon the Distribution of all remaining Trust

Assets, the Trustee and the Trust’s professionals and agents shall be deemed discharged and have

no further duties or obligations hereunder.

ARTICLE IX

MISCELLANEOUS

9.1 Cumulative Rights and Remedies. The rights and remedies provided in this

Agreement and the Collateral Documents are cumulative and not exclusive of any rights and

remedies under law or in equity.

9.2 Notices. All notices to be given to Beneficiaries and the Secured Party may be

given by ordinary mail, or may be delivered by electronic mail, first class mail, commercial carrier

delivery or hand delivery to such Beneficiaries at the addresses for such Beneficiaries appearing

on the Register. Any notice to a Beneficiary shall be deemed given and effective when sent to

such Beneficiary at the address, including any email address, appearing on the Register. Any

notice or other communication which may be or is required to be given, served, or sent to the

Trustee shall be in writing and shall be sent by registered or certified United States mail, return

receipt requested, postage prepaid, or transmitted by hand delivery or facsimile (if receipt is

confirmed) addressed as follows:

If to the Trust or the Trustee:

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

Attn: Matthew Louis (matthew.louis@bny.com)

If to EchoStar:

EchoStar Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80012

Attn: Chief Legal Officer

With copies to (which copies shall not constitute notice):

legal.notices@dish.com

If to the Secured Party:

DISH Wireless L.L.C.

9601 South Meridian Boulevard

Englewood, Colorado 80012

Attn: Executive Vice President, General Counsel and Secretary

With copies to (which copies shall not constitute notice):

legal.notices@dish.com

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095

Attn: Thomas E Lauria (tlauria@whitecase.com)

White & Case LLP

300 N. LaSalle Drive

Chicago, Illinois 60654-3406

Attn: Matthew E. Linder (mlinder@whitecase.com)

Laura E. Baccash (laura.baccash@whitecase.com)

If to the Bureau:

Federal Communications Commission

445 12th St. SW

Washington, DC 20554

Attn: Chief, Wireless Telecommunications Bureau

or to such other address as may time to time be provided in written notice by the Trustee.

9.3 Governing Law. Unless otherwise stated, this Agreement shall be governed by and

construed in accordance with the laws of the State of Delaware, without giving effect to rules

governing the conflict of laws.

9.4 Recitals. The Recitals are incorporated into and made terms of this Agreement.

9.5 Interpretation; Headings. Reference in this Agreement to any Section or Article is,

unless otherwise specified, to such Section or Article under this Agreement. The words “hereof”,

“herein”, “hereunder” and similar terms shall refer to this Agreement and not to any particular

Section or Article of this Agreement. For purposes hereof, in the appropriate context, each term,

whether stated in the singular or the plural, shall include both the singular and the plural, “includes”

and “including” are not limiting, “may not” is prohibitive and not permissive, “or” is not exclusive,

and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine,

feminine, and the neuter gender. The headings in this Agreement are for convenience of reference

only and shall not limit or otherwise affect the provisions hereof. The descriptive headings for

each article of this Agreement shall not affect the interpretation or legal efficacy of this Agreement.

All references herein to the “Agreement” collectively refer to this Agreement and all ancillary and