Item 1.01. Entry into a Material Definitive Agreement.

EchoStar XVI Satellite Capacity Agreement Amendment. During December 2009, we entered into a transponder service agreement (the "Agreement") with EchoStar Corporation ("EchoStar") to lease from EchoStar all of the capacity on EchoStar XVI, a DBS satellite, after its service commencement date. Under the Agreement, the initial term generally expired upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite failed; (iii) the date the transponder(s) on which service was being provided under the agreement failed; or (iv) ten years following the actual service commencement date. Prior to expiration of the initial term, we also had the option to renew on a year-to-year basis through the end-of-life of the satellite.

Effective December 21, 2012, we and EchoStar amended the Agreement to, among other things, change the initial term of the Agreement to generally expire upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date the transponder(s) on which service is being provided under the agreement fails; or (iv) four years following the actual service commencement date. Prior to expiration of the initial term, we have the option to renew the Agreement for an additional six-year period. Prior to expiration of the initial term, EchoStar also has the right, upon certain conditions, to renew the Agreement for an additional six-year period. If either we or EchoStar exercise our respective six-year renewal options, then we have the option to renew the Agreement for an additional five-year period prior to expiration of the then-current term.

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