Exhibit 4.2
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of October 1, 2026, among DISH DBS Corporation, a Colorado corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), Wilmington Savings Fund Society, FSB, a Delaware federal saving bank (as successor to U.S. Bank Trust Company National Association) as successor trustee (the “Trustee”) and U.S. Bank Trust Company, National Association, a national banking association, as collateral agent (the “Collateral Agent”).
RECITALS
WHEREAS, the Company, the guarantors named therein, the Trustee and the Collateral Agent entered into that certain secured indenture, dated as of November 26, 2021 (as amended, amended and restated, supplemented or otherwise modified, the “Secured Indenture”), relating to the issuance of 5.25% Senior Secured Notes due 2026 (the “2026 Secured Notes”) and 5.75% Senior Secured Notes due 2028 (the “2028 Secured Notes” and together with the 2026 Secured Notes, the “Secured Notes”);
WHEREAS, the Second Modified Joint Prepackaged Chapter 11 Plan of DISH DBS Corporation and Certain of Its Subsidiaries (Dkt. No. 1604) (together with all exhibits and supplements thereto, and as may be amended, supplemented, or modified from time to time, the “Plan”) provides for the amendment of the Secured Indenture as set forth in Article 2 hereof (each, an “Amendment” and collectively, the “Amendments”);
WHEREAS, pursuant to the order dated September 29, 2026, of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, the Plan was confirmed and the occurrence of the effective date of the Plan has or is occurring contemporaneously herewith, and further the Plan and the order confirming the Plan will have (a) reinstated the continuing legal existence of the Company and all Guarantors as it constituted prior to the commencement of their bankruptcy case, and (b) authorized and approved the Amendments and the execution and delivery of this Supplemental Indenture without the need for any further consent or approval of any Holder of Secured Notes;
WHEREAS, subject to confirmation of the Plan and the occurrence of the effective date of the Plan, the Plan and the order confirming the Plan will authorize and approve the Amendments and the execution and delivery of this Supplemental Indenture without the need for any further consent or approval of any Holder of Secured Notes;
WHEREAS, each of the Company and each of the Guarantors has been authorized by the resolutions of the board of directors by the Company to enter into this Supplemental Indenture;
WHEREAS, the Company (i) has requested that the Trustee and Collateral Agent execute and deliver this Supplemental Indenture to implement the Amendments, (ii) has delivered to the Trustee and Collateral Agent an Officer’s Certificate of the Company and an Opinion of Counsel in accordance with Sections 7.02(b), 9.02, 9.06 and 13.04 of the Secured Indenture; and (iii) in connection with the foregoing, the Company has complied with and satisfied all conditions precedent and covenants in the Secured Indenture relating to the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Article 9 and Section 13.04 of the Secured Indenture and subject to receipt of deliverables stated therein, each of the Trustee and Collateral Agent is authorized to execute and deliver this Supplemental Indenture.
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aGREEMENT
NOW THEREFORE, in consideration of the premises and covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of each series of the Secured Notes, the Company, the Guarantors, the Trustee and the Collateral Agent hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01.General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Secured Indenture.
ARTICLE 2
AGREEMENTS OF PARTIES
Section 2.01.Amendments. The following portions of the Secured Indenture (with any consequential changes to be made to the Secured Notes, as applicable) are hereby amended as set forth below.
“DBS Claims Trust” means the DBS Claims Trust, a Delaware statutory trust created under the Trust Agreement.
“DBS Claims Trustee” means Wilmington Savings Fund Society, FSB, a national banking association, not in its individual capacity, but solely as DBS Claims Trustee.
“Trust Agreement” means the certain trust agreement, dated as of June 29, 2026, by and between the Company, solely in its capacity as trustor thereunder and Wilmington Savings Fund Society, FSB, solely in its capacity as trustee thereunder, as in effect on October 1, 2026.
Section 3.09Mandatory Redemption of 2028 Secured Notes with Available Cash
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Section 3.10Mandatory Redemption of the 2028 Secured Notes from Trust Recoveries
Wilmington Savings Fund Society, FSB
500 Delaware Avenue
Wilmington, DE 19801
Attn: Patrick J. Healy
Email: phealy@wsfsbank.com
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Section 2.02.Corresponding Amendments. Each Global Secured Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Secured Note consistent with the terms of the Secured Indenture, as amended by the Amendments set forth in Section 2.01. For the avoidance of doubt, the filing of the Chapter 11 Cases (as defined in the Plan) by the Company and related Guarantors shall not constitute or be deemed to be an existing or continuing Default or Event of Default under the Secured Indenture.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.01.Effectiveness; Construction. This Supplemental Indenture shall become effective upon the later of (x) the date of execution and delivery hereof and (y) October 1, 2026. Upon such effectiveness, the Secured Indenture shall be modified in accordance herewith. This Supplemental Indenture shall form a part of the Secured Indenture for all purposes, and every Holder of Secured Notes heretofore or hereafter authenticated and delivered under the Secured Indenture shall be bound hereby. The Secured Indenture and this Supplemental Indenture shall henceforth be read and construed together.
Section 3.02.Secured Indenture and Secured Notes Remain in Full Force and Effect. Except as supplemented hereby, all provisions in the Secured Indenture and all existing Secured Notes (including all existing CUSIPs with respect to the Secured Notes) shall remain in full force and effect and no reauthentication of such Secured Notes shall be required by the Trustee.
Section 3.03.Trustee and Collateral Agent Matters. Each of the Trustee and Collateral Agent accepts the Secured Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. In entering into this Supplemental Indenture, each of the Trustee and the Collateral Agent (a) have relied upon the certifications, statements and opinions set forth in the Officer’s Certificate of the Company and the Opinion of Counsel, (b) shall be entitled to the benefit of every provision of the Secured Indenture relating to the conduct or affecting the liability or affording protection to each of the Trustee and Collateral Agent, whether or not elsewhere herein so provided and (c) shall not be deemed to have waived any of its rights under the Plan, including without limitation, the right to receive payment of its Trustee fees and expenses pursuant to the terms of the Plan. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and each of the Trustee and Collateral Agent assumes no responsibility for their correctness, and none of the recitals contained herein are intended to or shall be construed as statements made or agreed to by the Trustee or the Collateral Agent. Each of the Trustee and Collateral Agent makes no representation as to the
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statements or the representations made herein, in the Secured Indenture or the validity or sufficiency of this Supplemental Indenture or the consequences of any amendment provided herein.
Section 3.04.Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.05.Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.
Section 3.06.Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07.Benefits of the Secured Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of the Secured Notes, any benefit or any legal or equitable right, remedy or claim under the Secured Indenture, as supplemented hereby.
Section 3.08.Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 3.09.Supplemental Indenture May Be Executed in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
DISH DBS CORPORATION
By: /s/ Paul W. Orban_____________________
Name: Paul W. Orban
Title: Executive Vice President and Chief Financial Officer
DISH NETWORK L.L.C.
DISH OPERATING L.L.C.
ECHOSPHERE L.L.C.
DISH NETWORK SERVICE L.L.C.
DISH BROADCASTING CORPORATION
DISH TECHNOLOGIES L.L.C.
SLING TV HOLDING L.L.C.
SLING TV PURCHASING L.L.C.
SLING TV L.L.C.
SLING TV GIFT CARD CORPORATION
SLING MEDIA, L.L.C.
as Guarantors
By: /s/ Paul W. Orban_____________________
Name: Paul W. Orban
Title: Executive Vice President and Chief Financial Officer
Signature Page to Supplemental Indenture relating to the DBS 5.25% Senior Secured Notes due 2026 and
5.75% Senior Secured Notes due 2028
WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee
By: /s/ Raye Goldsborough________________
Name: Raye Goldsborough
Title: Senior Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent
By: /s/ Justin L. Shearer___________________
Name: Justin L. Shearer
Title: Vice President
Signature Page to Supplemental Indenture relating to the DBS 5.25% Senior Secured Notes due 2026 and
5.75% Senior Secured Notes due 2028