_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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| • | Check if an Application to Determine Eligibility of |
a Trustee Pursuant to Section 305(b)(2)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
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800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
(651) 466-6619
(Name, address and telephone number of agent for service)
HUGHES SATELLITE SYSTEMS CORPORATION
(Issuer with respect to the Securities)
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| Colorado | 45-0897865 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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100 Inverness Terrace East Englewood, Colorado |
80112 |
| (Address of Principal Executive Offices) | (Zip Code) |
5.250% Senior Secured Notes due 2026
6.625% Senior Notes due 2026
(Title of the Indenture Securities)
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Exact Name of Additional
Registrants as Specified in their
Respective Charters* | | Jurisdiction of Incorporation/
Organization | | IRS Employer Identification No. | | Address, including Zip Code and
Telephone Number, including
Area Code, of Registrant’s
Principal Executive Offices |
| EchoStar Satellite Services L.L.C. | | Colorado | | 20-5109074 | | 100 Inverness Terrace East, Englewood, Colorado 80112 |
| EchoStar Satellite Operating Corporation | | Colorado | | 35-2353699 | | 100 Inverness Terrace East, Englewood, Colorado 80112 |
| EchoStar 77 Corporation | | Delaware | | 26-2191105 | | 100 Inverness Terrace East, Englewood, Colorado 80112 |
| EchoStar Orbital L.L.C. | | Colorado | | 27-2342485 | | 100 Inverness Terrace East, Englewood, Colorado 80112 |
| EchoStar Government Services L.L.C. | | Colorado | | 27-0682004 | | 100 Inverness Terrace East, Englewood, Colorado 80112 |
| Hughes Communications, Inc. | | Delaware | | 13-3871202 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| Hughes Network Systems, LLC | | Delaware | | 11-3735091 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| HNS Finance Corp. | | Delaware | | 56-2571546 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| HNS Real Estate, LLC | | Delaware | | 20-2712714 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| Hughes Network Systems International Service Company | | Delaware | | 52-1691571 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| HNS-India VSAT, Inc. | | Delaware | | 52-1755631 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| HNS-Shanghai, Inc. | | Delaware | | 52-1720113 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| HNS License Sub, LLC | | Delaware | | 86-1124461 | | 11717 Exploration Lane, Germantown, Maryland 20876 |
| EchoStar XI Holding L.L.C. | | Colorado | | 27-0811198 | | 100 Inverness Terrace East, Englewood, Colorado 80112 (303) 706-4000 |
| EchoStar XIV Holding L.L.C. | | Colorado | | 27-2806230 | | 100 Inverness Terrace East, Englewood, Colorado 80112 (303) 706-4000 |
| Cheyenne Data Center LLC | | Colorado | | 35-2588282 | | 100 Inverness Terrace East, Englewood, Colorado 80112 (303) 706-4000 |
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
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| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
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| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4. A copy of the existing bylaws of the Trustee.**
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of December 31, 2016 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul in the State of Minnesota on the 14th day of March, 2017.
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| Date: March 14, 2017 | By: | /s/ Richard Prokosch |
| | | Richard Prokosch |
| | | Vice President |
Exhibit 2
Exhibit 3
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
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| Dated: March 14, 2017 | By: | /s/ Richard Prokosch |
| | | Richard Prokosch |
| | | Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2016
($000’s)
12/31/2016
Assets
Cash and Balances Due From $ 15,670,179
Depository Institutions
Securities 109,032,596
Federal Funds 60,327
Loans & Lease Financing Receivables 273,415,762
Fixed Assets 4,682,022
Intangible Assets 12,978,461
Other Assets 25,170,748
Total Assets $441,010,095
Liabilities
Deposits $343,142,193
Fed Funds 1,157,970
Treasury Demand Notes 0
Trading Liabilities 1,536,287
Other Borrowed Money 31,668,666
Acceptances 0
Subordinated Notes and Debentures 3,800,000
Other Liabilities 13,559,469
Total Liabilities $394,864,585
Equity
Common and Preferred Stock 18,200
Surplus 14,266,915
Undivided Profits 31,054,149
Minority Interest in Subsidiaries 806,246
Total Equity Capital $46,145,510
Total Liabilities and Equity Capital $441,010,095
