Echo Acceptance Corp, et al. – ‘S-4/A’ on 9/27/02 – EX-4.7

On:  Friday, 9/27/02, at 4:45pm ET   ·   Accession #:  1035704-2-497   ·   File #s:  333-92420, -01, -02, -03, -04, -05, -06, -07, -08

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment to Form S-4                               HTML   3.14M 
 2: EX-4.7      EX-4.7 Indenture Relating to the Edbs Notes           99    386K 
 3: EX-5.1      EX-5.1 Opinion/Consent of Friedlob Sanderson           2     13K 
 4: EX-12       EX-12 Statement Regarding Computation of Ratios        2±    12K 
 5: EX-25.1     EX-25.1 Statement of Eligibility on Form T-1           5     20K 
 6: EX-99.1     EX-99.1 Form of Letter of Transmittal                 12     49K 
 7: EX-99.2     EX-99.2 Form of Notice of Guaranteed Delivery          3     15K 

EX-4.7   —   EX-4.7 Indenture Relating to the Edbs Notes
Exhibit Table of Contents

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                                                                     EXHIBIT 4.7

================================================================================

ECHOSTAR DBS CORPORATION

$1,000,000,000

 10 3/8% SENIOR NOTES DUE 2007

------------------------------------

------------------

 INDENTURE

Dated as of November 4, 2002

------------------

------------------

U.S. Bank National Association

------------------

 Trustee

================================================================================

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 TABLE OF CONTENTS

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ARTICLE 1.                                                                                                    

DEFINITIONS AND INCORPORATION                                                                                 
BY REFERENCE.................................................................................................2
         Section 1.01.  Definitions..........................................................................2
         Section 1.02.  Other Definitions...................................................................17
         Section 1.03.  Incorporation by Reference of Trust Indenture Act...................................17
         Section 1.04.  Rules of Construction...............................................................18
ARTICLE 2.                                                                                                    

THE NOTES...................................................................................................18
         Section 2.01.  Form and Dating.....................................................................18
         Section 2.02.  Form of Execution and Authentication................................................19
         Section 2.03.  Registrar and Paying Agent..........................................................20
         Section 2.04.  Paying Agent to Hold Money in Trust.................................................20
         Section 2.05.  Lists of Holders of the Notes.......................................................20
         Section 2.06.  Transfer and Exchange...............................................................21
         Section 2.07.  Replacement Notes...................................................................25
         Section 2.08.  Outstanding Notes...................................................................25
         Section 2.09.  Treasury Notes......................................................................25
         Section 2.10.  Temporary Notes.....................................................................25
         Section 2.11.  Cancellation........................................................................26
         Section 2.12.  Defaulted Interest..................................................................26
         Section 2.13.  Record Date.........................................................................26
         Section 2.14.  CUSIP Number........................................................................26
ARTICLE 3.                                                                                                    

REDEMPTION..................................................................................................27
         Section 3.01.  Notices to Trustee..................................................................27
         Section 3.02.  Selection of Notes to be Redeemed...................................................27
         Section 3.03.  Notice of Redemption................................................................27
         Section 3.04.  Effect of Notice of Redemption......................................................28
         Section 3.05.  Deposit of Redemption Price.........................................................28
         Section 3.06.  Notes Redeemed in Part..............................................................29
         Section 3.07.  Optional Redemption.................................................................29
         Section 3.08.  Mandatory Redemption................................................................29
         Section 3.09.  Offer to Purchase by Application of Excess Proceeds.................................29
ARTICLE 4.                                                                                                    

COVENANTS...................................................................................................31

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         Section 4.01.  Payment of Notes....................................................................31
         Section 4.02.  Maintenance of Office or Agency.....................................................32
         Section 4.03.  Reports.............................................................................33
         Section 4.04.  Compliance Certificate..............................................................33
         Section 4.05.  Taxes...............................................................................34
         Section 4.06.  Stay, Extension And Usury Laws......................................................34
         Section 4.07.  Limitation on Restricted Payments...................................................34
         Section 4.08.  Limitations Concerning Distributions by Subsidiaries, Etc...........................39
         Section 4.09.  Incurrence of Indebtedness..........................................................40
         Section 4.10.  Asset Sales.........................................................................42
         Section 4.11.  Limitation on Transactions with Affiliates..........................................44
         Section 4.12.  Limitation on Liens.................................................................45
         Section 4.13.  Additional Subsidiary Guarantees....................................................45
         Section 4.14.  Corporate Existence.................................................................46
         Section 4.15.  Offer to Purchase Upon Change in Control............................................47
         Section 4.16.  Maintenance of Insurance............................................................48
         Section 4.17.  Activities of the Company...........................................................48
         Section 4.18.  Intentionally Omitted...............................................................48
         Section 4.19.  Intentionally Omitted...............................................................48
         Section 4.20.  Accounts Receivable Subsidiary......................................................49
         Section 4.21.  Dispositions of Etc And Non-core Assets.............................................51
         Section 4.22.  Payments For Consent................................................................53
ARTICLE 5.                                                                                                    

SUCCESSORS .................................................................................................53
         Section 5.01.  Merger, Consolidation, or Sale of Assets............................................53
         Section 5.02.  Successor Corporation Substituted...................................................54
ARTICLE 6.                                                                                                    

DEFAULTS AND REMEDIES ......................................................................................54
         Section 6.01.  Events of Default...................................................................54
         Section 6.02.  Acceleration........................................................................56
         Section 6.03.  Other Remedies......................................................................56
         Section 6.04.  Waiver of Past Defaults.............................................................57
         Section 6.05.  Control by Majority.................................................................57
         Section 6.06.  Limitation on Suits.................................................................57
         Section 6.07.  Rights of Holders of Notes to Receive Payment.......................................58
         Section 6.08.  Collection Suit by Trustee..........................................................58
         Section 6.09.  Trustee May file Proofs of Claim....................................................58
         Section 6.10.  Priorities..........................................................................58
         Section 6.11.  Undertaking for Costs...............................................................59
ARTICLE 7.                                                                                                    

TRUSTEE.....................................................................................................59
         Section 7.01.  Duties of Trustee...................................................................59
         Section 7.02.  Rights of Trustee...................................................................60
         Section 7.03.  Individual Rights of Trustee........................................................61

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         Section 7.04.  Trustee's Disclaimer................................................................61
         Section 7.05.  Notice of Defaults..................................................................62
         Section 7.06.  Reports by Trustee to Holders of the Notes..........................................62
         Section 7.07.  Compensation and Indemnity..........................................................62
         Section 7.08.  Replacement of Trustee..............................................................63
         Section 7.09.  Successor Trustee by Merger, Etc. ..................................................64
         Section 7.10.  Eligibility; Disqualification.......................................................64
         Section 7.11.  Preferential Collection of Claims Against Company...................................64
ARTICLE 8.                                                                                                    

LEGAL DEFEASANCE AND COVENANT DEFEASANCE....................................................................65
         Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance............................65
         Section 8.02.  Legal Defeasance and Discharge......................................................65
         Section 8.03.  Covenant Defeasance.................................................................66
         Section 8.04.  Conditions to Legal or Covenant Defeasance..........................................66
         Section 8.05.  Deposited Money and Government Securities to be Held in Trust;                        
                        Other Miscellaneous Provisions......................................................68
         Section 8.06.  Repayment to Company................................................................68
         Section 8.07.  Reinstatement.......................................................................69
ARTICLE 9.                                                                                                    

AMENDMENT, SUPPLEMENT AND WAIVER ...........................................................................69
         Section 9.01.  Without Consent of Holders of Notes.................................................69
         Section 9.02.  With Consent of Holders of Notes....................................................70
         Section 9.03.  Compliance with Trust Indenture Act.................................................71
         Section 9.04.  Revocation and Effect of Consents...................................................71
         Section 9.05.  Notation on or Exchange of Notes....................................................71
         Section 9.06.  Trustee to Sign Amendments, Etc. ...................................................71
ARTICLE 10.                                                                                                   

GUARANTEES..................................................................................................72
         Section 10.01. Guarantee...........................................................................72
         Section 10.02. Execution and Delivery of Guarantees................................................72
         Section 10.03. Guarantors May Consolidate, Etc., on Certain Terms..................................72
         Section 10.04. Releases from Guarantees............................................................74
ARTICLE 11.                                                                                                   

MISCELLANEOUS...............................................................................................75
         Section 11.01. Trust Indenture Act Controls........................................................75
         Section 11.02. Notices.............................................................................75
         Section 11.03. Communication by Holders of Notes with Other Holders of Notes ......................76
         Section 11.04. Certificate and Opinion as to Conditions Precedent..................................76
         Section 11.05. Statements Required in Certificate or Opinion.......................................77
         Section 11.06. Rules by Trustee and Agents.........................................................77

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Section 11.07. No Personal Liability of Directors, Officers, Employees, Incorporators                
               and Stockholders....................................................................77
Section 11.08. Governing Law.......................................................................77
Section 11.09. No Adverse Interpretation of Other Agreements.......................................78
Section 11.10. Successors..........................................................................78
Section 11.11. Severability........................................................................78
Section 11.12. Counterpart Originals...............................................................78
Section 11.13. Table of Contents, Headings, Etc. ..................................................78

         GUARANTEE................................................................................B-1

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 CROSS-REFERENCE TABLE

                                                        [Enlarge/Download Table]

     TIA                                                                                       Indenture      
   Section                                                                                      Section       
   -------                                                                                     ---------      
                                                                                                              
310(a)(1)...........................................................................................7.10      
    (a)(2)..........................................................................................7.10      
    (a)(3)..........................................................................................N.A.      
    (a)(4)..........................................................................................N.A.      
    (b).............................................................................................7.10      
    (c).............................................................................................N.A.      
311(a)..............................................................................................7.11      
    (b).............................................................................................7.11      
    (c).............................................................................................N.A.      
312(a)..............................................................................................2.05      
    (b)............................................................................................10.03      
    (c)............................................................................................10.03      
313(a)..............................................................................................7.06      
    (b)(1)..........................................................................................7.06      
    (b)(2)..........................................................................................7.06      
    (c)............................................................................................7.06; 10.02
    (d).............................................................................................7.06      
314(a)..............................................................................................4.03      
       (4)..........................................................................................4.04      
    (b).............................................................................................N.A.      
    (c)(1).........................................................................................10.04      
    (c)(2)........................................................................................ 10.04      
    (c)(3)..........................................................................................N.A.      
    (d).............................................................................................N.A.      
    (e)............................................................................................10.05      
    (f).............................................................................................N.A.      
315(a)..............................................................................................7.01      
    (b)............................................................................................7.05; 10.02
    (c).............................................................................................7.01      
    (d).............................................................................................7.01      
    (e).............................................................................................6.11      
316(a) (last sentence) .............................................................................2.09      
    (a)(1)(A)...................................................................................... 6.05      
    (a)(1)(B).......................................................................................6.04      
    (a)(2)..........................................................................................N.A.      
    (b).............................................................................................6.07      
    (c).............................................................................................2.13      
317(a)(1)...........................................................................................6.08      
    (a)(2)..........................................................................................6.09      
    (b).............................................................................................2.04      
318(a).............................................................................................10.01      
    (c)............................................................................................10.01      

N.A. Means Not Applicable.                                                      

----------                                                                      

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be   
part of this Indenture.                                                         

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       INDENTURE dated as of November 4, 2002 among EchoStar DBS Corporation
(the "Company"), a Colorado corporation, the Guarantors, (as defined herein) and
U.S. Bank National Association, as trustee (the "Trustee").                     

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of   
the Company's 10 3/8% Senior Notes due 2007.                                    

RECITALS

        On September 25, 2000, EBC, as defined herein, of which the Company is
a wholly- owned subsidiary, issued the EBC Notes, as defined herein. Pursuant to
the terms of the EBC Notes and the consents of the Holders of the 1999 Notes, as
defined herein, the Company exchanged the EBC Notes for the Notes as issued by  
the Company.                                                                    

         The Company is duly authorized to execute and deliver this Indenture to
provide for the issuance of Notes by the Company pursuant to this Indenture as  
supplemented by the Supplemental Indentures relating to the Company's 10 3/8%   
Senior Notes due 2007.                                                          

      EchoStar (as defined herein) owns beneficially and of record 100% of
the Capital Stock of EBC; EBC, in turn, owns beneficially and of record 100% of 
the Capital Stock of the Company; the Company, EBC and/or EchoStar, directly or 
indirectly, own beneficially and of record 100% of the Capital Stock or other   
ownership interests, as the case may be, of each Guarantor; EchoStar, EBC, the  
Company and the Guarantors are members of the same consolidated group of        
companies and are engaged in related businesses and the Guarantors will derive  
direct and indirect economic benefit from the issuance of the Notes.            
Accordingly, each of the Guarantors has duly authorized the execution and       
delivery of this Indenture to provide for its guarantees with respect to the    
Notes as set forth in this Indenture.                                           

  All things necessary (i) to make the Notes, when executed by the
Company and authenticated and delivered hereunder, and duly issued by the       
Company, the valid obligations of the Company, (ii) to make the Guarantees of   
each of the Guarantors, when executed by the respective Guarantors and endorsed 
on the Notes executed, authenticated and delivered hereunder, the valid         
obligations of the respective Guarantors, and (iii) to make this Indenture a    
valid agreement of the Company and of each of the Guarantors, all in accordance 
with their respective terms, have been done.                                    

      For and in consideration of the premises and the exchange of the EBC
Notes for the Notes by the Holders thereof, it is mutually agreed as follows for
the equal and ratable benefit of the Holders of the Notes:                      

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ARTICLE 1.

 DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.01. DEFINITIONS.                                                      

       "Accounts Receivable Subsidiary" means one Unrestricted Subsidiary of
the Company specifically designated as an Accounts Receivable Subsidiary for the
purpose of financing the Company' accounts receivable and provided that any such
designation shall not be deemed to prohibit the Company from financing accounts 
receivable through any other entity, including, without limitation, any other   
Unrestricted Subsidiary.                                                        

        "Accounts Receivable Subsidiary Notes" means the notes to be issued by
the Accounts Receivable Subsidiary for the purchase of accounts receivable.     

"Acquired Debt" means, with respect to any specified Person,  
Indebtedness of any other Person existing at the time such other Person merges  
with or into or becomes a Subsidiary of such specified Person, or Indebtedness  
incurred by such Person in connection with the acquisition of assets, including 
Indebtedness incurred in connection with, or in contemplation of, such other    
Person merging with or into or becoming a Subsidiary of such specified Person or
the acquisition of such assets, as the case may be.                             

  "Acquired Subscriber" means a subscriber to a telecommunications
service provided by a telecommunications service provider that is not an        
Affiliate of the Company at the time the Company or one of its Restricted       
Subsidiaries purchases the right to provide telecommunications services to such 
subscriber from such telecommunications service provider, whether directly or   
through the acquisition of the entity providing telecommunications services or  
assets used or to be used to provide telecommunications service to such         
subscriber.                                                                     

    "Acquired Subscriber Debt" means (i) Indebtedness, the proceeds of
which are used to pay the purchase price for Acquired Subscribers or to acquire 
the entity which has the right to provide telecommunications services to such   
Acquired Subscribers or to acquire from such entity or an Affiliate of such     
entity assets used or to be used in connection with such telecommunications     
business; provided that such Indebtedness is incurred within three years after  
the date of the acquisition of such Acquired Subscriber and (ii) Acquired Debt  
of any such entity being acquired; provided that in no event shall the amount of
such Indebtedness and Acquired Debt for any Acquired Subscriber exceed the sum  
of the actual purchase price (inclusive of such Acquired Debt) for such Acquired
Subscriber, such entity and such assets plus the cost of converting such        
Acquired Subscriber to usage of a delivery format for telecommunications        
services made available by the Company or any of its Restricted Subsidiaries.   

        "Affiliate" of any specified person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common      
control with such specified Person. For purposes of this definition, "control"  
(including, with correlative meanings, the terms "controlling," "controlled by" 
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the     

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direction of the management or policies of such Person, whether through the     
ownership of voting securities, by agreement or otherwise; provided, however,   
that beneficial ownership of 10% or more of the voting securities of a Person   
shall be deemed to be control; provided further that no individual, other than a
director of EchoStar or the Company or an officer of EchoStar or the Company    
with a policy making function, shall be deemed an Affiliate of the Company or   
any of its Subsidiaries solely by reason of such individual's employment,       
position or responsibilities by or with respect to EchoStar, the Company or any 
of their respective Subsidiaries.                                               

"Agent" means any Registrar, Paying Agent or co-registrar.    

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of  
the Depositary, Euroclear and Clearstream that apply to such transfer or        
exchange.                                                                       

      "Bankruptcy Law" means title 11, U.S. Code or any similar federal or
state law for the relief of debtors.                                            

"Business Day" means any day other than a Legal Holiday.      

        "Capital Lease Obligation" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for  
as capital lease obligations under GAAP and, for purposes of this definition,   
the amount of such obligations at the time any determination thereof is to be   
made shall be the amount of the liability in respect of a capital lease that    
would at such time be so required to be capitalized on a balance sheet in       
accordance with GAAP.                                                           

      "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents, however designated, of corporate stock or          
partnership or membership interests, whether common or preferred.               

     "Cash Equivalents" means: (a) United States dollars; (b) securities
issued or directly and fully guaranteed or insured by the United States         
government or any agency or instrumentality thereof having maturities of not    
more than six months from the date of acquisition; (c) certificates of deposit  
and Eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months   
and overnight bank deposits, in each case with any domestic commercial bank     
having capital and surplus in excess of $500 million; (d) repurchase obligations
with a term of not more than seven days for underlying securities of the types  
described in clauses (b) and (c) entered into with any financial institution    
meeting the qualifications specified in clause (c) above; (e) commercial paper  
rated P-1, A-1 or the equivalent thereof by Moody's or S&P, respectively, and in
each case maturing within six months after the date of acquisition and (f) money
market funds offered by any domestic commercial or investment bank having       
capital and surplus in excess of $500 million, at least 95% of the assets of    
which constitute Cash Equivalents of the kinds described in clauses (a) through 
(e) of this definition.                                                         

"Change of Control" means: (a) any transaction or series of   
transactions (including, without limitation, a tender offer, merger or          
consolidation) the result of which is that the Principal                        

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and his Related Parties or an entity controlled by the Principal and his Related
Parties (and not controlled by any Person other than the Principal or his       
Related Parties) sell, transfer or otherwise dispose of more than 50% of the    
total Equity Interests in EchoStar beneficially owned (as defined in Rule       
13(d)(3) under the Exchange Act but without including any Equity Interests which
may be deemed to be owned solely by reason of the existence of any voting       
arrangements), by such persons on the date of this Indenture (as adjusted for   
stock splits and dividends and other distributions payable in Equity Interests);
(b) the first day on which a majority of the members of the Board of Directors  
of EchoStar are not Continuing Directors; or (c) any time that EchoStar shall   
cease to beneficially own 100% of the Equity Interests of the Company.          

"Clearstream" means Clearstream Banking Corporation.          

      "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior as to the payment of dividends or as to the distribution of 
assets upon any voluntary liquidation, dissolution or winding up of such Person,
to shares of Capital Stock or any other class of such Person.                   

        "Communications Act" means the Communications Act of 1934, as amended.

    "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus, to the
extent deducted in computing Consolidated Net Income: (a) provision for taxes   
based on income or profits; (b) Consolidated Interest Expense; (c) depreciation 
and amortization (including amortization of goodwill and other intangibles) of  
such Person for such period; and (d) any extraordinary loss and any net loss    
realized in connection with any Asset Sale, in each case, on a consolidated     
basis determined in accordance with GAAP, provided that Consolidated Cash Flow  
shall not include interest income derived from the net proceeds of the Offering.

       "Consolidated Interest Expense" means, with respect to any Person for
any period, consolidated interest expense of such Person for such period,       
whether paid or accrued, including amortization of original issue discount and  
deferred financing costs, non-cash interest payments and the interest component 
of Capital Lease Obligations, on a consolidated basis determined in accordance  
with GAAP; provided, however, that with respect to the calculation of the       
consolidated interest expense of the Company, the interest expense of           
Unrestricted Subsidiaries shall be excluded.                                    

     "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries or, 
if such Person is the Company, of the Company and its Restricted Subsidiaries   
for such period, on a consolidated basis, determined in accordance with GAAP;   
provided, however, that: (a) the Net Income of any Person that is not a         
Subsidiary or that is accounted for by the equity method of accounting shall be 
included only to the extent of the amount of dividends or distributions paid in 
cash to the referent Person, in the case of a gain, or to the extent of any     
contributions or other payments by the referent Person, in the case of a loss;  
(b) the Net Income of any Person that is a Subsidiary that is not a Wholly Owned
Subsidiary shall be included only to the extent of the amount of dividends or   
distributions paid in cash to the referent Person; (c) the Net Income of any    
Person acquired in a pooling of interests transaction for any period prior to   
the date of such acquisition shall be                                           

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excluded; (d) the Net Income of any Subsidiary of such Person shall be excluded 
to the extent that the declaration or payment of dividends or similar           
distributions is not at the time permitted by operation of the terms of its     
charter or bylaws or any other agreement, instrument, judgment, decree, order,  
statute, rule or government regulation to which it is subject; and (e) the      
cumulative effect of a change in accounting principles shall be excluded.       

         "Consolidated Net Worth" means, with respect to any Person, the sum of:
(a) the stockholders' equity of such Person; plus (b) the amount reported on    
such Person's most recent balance sheet with respect to any series of preferred 
stock (other than Disqualified Stock) that by its terms is not entitled to the  
payment of dividends unless such dividends may be declared and paid only out of 
net earnings in respect of the year of such declaration and payment, but only to
the extent of any cash received by such Person upon issuance of such preferred  
stock, less: (i) all write-ups (other than write-ups resulting from foreign     
currency translations and write-ups of tangible assets of a going concern       
business made within 12 months after the acquisition of such business)          
subsequent to September 25, 2000 in the book value of any asset owned by such   
Person or a consolidated Subsidiary of such Person; and (ii) all unamortized    
debt discount and expense and unamortized deferred charges, all of the foregoing
determined on a consolidated basis in accordance with GAAP.                     

   "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of EchoStar who: (a) was a member of such Board
of Directors on September 25, 2000; or (b) was nominated for election or elected
to such Board of Directors with the affirmative vote of a majority of the       
Continuing Directors who were members of such Board at the time of such         
nomination or election or was nominated for election or elected by the Principal
and his Related Parties.                                                        

        "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 or such other address as to which the Trustee
may give notice to the Company.                                                 

       "Credit Agreement" means any one or more credit agreements (which may
include or consist of revolving credits) between the Company and one or more    
banks or other financial institutions providing financing for the business of   
the Company and its Restricted Subsidiaries business, provided that the lenders 
party to the Credit Agreement may not be Affiliates of EchoStar, the Company or 
their respective Subsidiaries.                                                  

"DBS" means direct broadcast satellite.                       

    "DBSC" means Direct Broadcasting Satellite Corporation, a Colorado
corporation.                                                                    

       "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.                         

     "Deferred Payments" means Indebtedness to satellite construction or
launch contractors incurred after the date of this Indenture in connection with 
the construction or launch of one or more satellites of the Company or its      
Restricted Subsidiaries used by them in the businesses described in Section 4.17
in an amount not to exceed at any one time outstanding in the aggregate $200    
million.                                                                        

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       "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 of this Indenture,
substantially in the form of Exhibit A hereto except that such Note shall not   
bear the Global Note Legend and shall not have the "Schedule of Exchanges of    
Interests in the Global Note" attached thereto.                                 

 "Depositary" means the Depository Trust Company and any and all
successors thereto appointed as depositary hereunder and having become such     
pursuant to an applicable provision of this Indenture.                          

         "Disqualified Stock" means any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is       
exchangeable), or upon the happening of any event, matures or is mandatorily    
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to date on   
which the Notes mature; provided, however, that any such Capital Stock may      
require the issuer of such Capital Stock to make an offer to purchase such      
Capital Stock upon the occurrence of certain events if the terms of such Capital
Stock provide that such an offer may not be satisfied and the purchase of such  
Capital Stock may not be consummated until the 91st day after the Notes have    
been paid in full.                                                              

       "DNCC" means Dish Network Credit Corporation, a Colorado corporation.

     "EBC" means EchoStar Broadband Corporation, a Colorado corporation.

       "EBC Notes" means the 10 3/8% Senior Notes due 2007 issued by EBC and
exchanged for the Notes.                                                        

   "EBC Notes Indenture" means the indenture for the EBC Notes dated
September 22, 2000.                                                             

"EchoStar" means EchoStar Communications Corporation, a Nevada
corporation, together with each Wholly Owned Subsidiary of EchoStar that        
beneficially owns 100% of the Equity Interests of the Company, but only so long 
as EchoStar beneficially owns 100% of the Equity Interests of such Subsidiary.  

      "EchoStar Dish Network" means the DBS service of the Company and its
Subsidiaries.                                                                   

"EchoStar I" means the Company's high-powered direct broadcast
satellite designated as EchoStar I in the Offering Memorandum.                  

 "EchoStar II" means the Company's high-powered direct broadcast
satellite designated as EchoStar II in the Offering Memorandum.                 

  "EchoStar III" means the high-powered direct broadcast satellite
designated as EchoStar III in the Offering Memorandum.                          

 "EchoStar IV" means the high-powered direct broadcast satellite
designated as EchoStar IV in the Offering Memorandum.                           

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        "Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $500 million or its equivalent in 
foreign currency, whose debt is rated Investment Grade at the time as of which  
any investment or rollover therein is made.                                     

   "EOC" means EchoStar Orbital Corporation, a Colorado corporation.

     "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is  
convertible into, or exchangeable for, Capital Stock).                          

     "ESC" means EchoStar Satellite Corporation, a Colorado corporation.

     "ETC" means EchoStar Technologies Corporation, a Texas corporation.

       "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.                                    

       "Exchange Act" means the Securities Exchange Act of 1934, as amended.

       "Existing Indebtedness" means the Notes and any other Indebtedness of
the Company and its Subsidiaries in existence on September 25, 2000 until such  
amounts are repaid.                                                             

"FCC" means the Federal Communications Commission.            

    "Full-CONUS Orbital Slot" means an orbital slot that is capable of
providing DBS service to the entire continental United States.                  

         "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of  
the American Institute of Certified Public Accountants and statements and       
pronouncements of the Financial Accounting Standards Board or in such other     
statements by such other entity as may be approved by a significant segment of  
the accounting profession of the U.S., which are applicable as of the date of   
determination; provided that, except as otherwise specifically provided, all    
calculations made for purposes of determining compliance with the terms of the  
provisions of this Indenture shall utilize GAAP as in effect on the date of this
Indenture.                                                                      

        "Global Note Legend" means the legend set forth in Section 2.01, which
is required to be placed on all Global Notes issued under this Indenture.       

        "Global Notes" means a permanent global Note substantially in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the 
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and   
that is deposited with or on behalf of and registered in the name of the        
Depositary, issued in accordance with Section 2.01 or 2.06 of this Indenture.   

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     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee  
or obligations the full faith and credit of the United States is pledged.       

        "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or       
indirect, in any manner (including, without limitation, letters of credit and   
reimbursement agreements in respect thereof), of all or any part of any         
Indebtedness.                                                                   

"Guarantor" means any entity that executes a Guarantee of the 
obligations of the Company under the Notes, and their respective successors and 
assigns.                                                                        

"Hedging Obligations" means, with respect to any Person, the  
obligations of such Person pursuant to any arrangement with any other Person,   
whereby, directly or indirectly, such Person is entitled to receive from time to
time periodic payments calculated by applying either floating or a fixed rate of
interest on a stated notional amount in exchange for periodic payments made by  
such other Person calculated by applying a fixed or a floating rate of interest 
on the same notional amount and shall include, without limitation, interest rate
swaps, caps, floors, collars and similar agreements designed to protect such    
Person against fluctuations in interest rates.                                  

"Holder" means, a Person in whose name a Note is registered.  

       "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or         
evidenced by bonds, notes, debentures or similar instruments or letters of      
credit (or reimbursement agreements in respect thereof) or representing the     
balance deferred and unpaid of the purchase price of any property (including    
pursuant to capital leases) or representing any Hedging Obligations, except any 
such balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing (other than Hedging Obligations) would appear as a  
liability upon a balance sheet of such Person prepared in accordance with GAAP, 
and also includes, to the extent not otherwise included, the amount of all      
obligations of such Person with respect to the redemption, repayment or other   
repurchase of any Disqualified Stock or, with respect to any Subsidiary of such 
Person, the liquidation preference with respect to, any Preferred Equity        
Interests (but excluding, in each case, any accrued dividends) as well as the   
guarantee of items that would be included within this definition.               

      "Indebtedness to Cash Flow Ratio" means, with respect to any Person,
the ratio of: (a) the Indebtedness of such Person and its Subsidiaries (or, if  
such Person is the Company, of the Company and its Restricted Subsidiaries) as  
of the end of the most recently ended fiscal quarter, plus the amount of any    
Indebtedness incurred subsequent to the end of such fiscal quarter; to (b) such 
Person's Consolidated Cash Flow for the most recently ended four full fiscal    
quarters for which internal financial statements are available immediately      
preceding the date on which such event for which such calculation is being made 
shall occur (the "Measurement Period"), provided, however; that: (i) in making  
such computation, Indebtedness shall include the total amount of funds          
outstanding and available under any revolving credit facilities; and (ii) in the
event that such Person or any of its Subsidiaries (or, if such Person is the    
Company, any of its Restricted Subsidiaries) consummates a material acquisition 
or an Asset Sale or other disposition of assets subsequent to                   

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the commencement of the Measurement Period but prior to the event for which the 
calculation of the Indebtedness to Cash Flow Ratio is made, then the            
Indebtedness to Cash Flow Ratio shall be calculated giving pro forma effect to  
such material acquisition or Asset Sale or other disposition of assets, as if   
the same had occurred at the beginning of the applicable period.                

        "Indenture" means this Indenture, as amended or supplemented from time
to time.                                                                        

       "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.                                         

 "Investment Grade" means, with respect to a security, that such
security is rated, by at least two nationally recognized statistical rating     
organizations, in one of each such organization's four highest generic rating   
categories.                                                                     

     "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans       
(including guarantees), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary      
course of business), purchases or other acquisitions for consideration of       
Indebtedness, Equity Interests or other securities and all other items that are 
or would be classified as investments on a balance sheet prepared in accordance 
with GAAP.                                                                      

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by 
law, regulation or executive order to remain closed. If a payment date is a     
Legal Holiday at a place of payment, payment may be made at that place on the   
next succeeding day that is not a Legal Holiday, and no interest shall accrue   
for the intervening period.                                                     

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,  
whether or not filed, recorded or otherwise perfected under applicable law      
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security    
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statute) of any jurisdiction).       

   "Marketable Securities" means: (a) Government Securities; (b) any
certificate of deposit maturing not more than 365 days after the date of        
acquisition issued by, or time deposit of, an Eligible Institution; (c)         
commercial paper maturing not more than 365 days after the date of acquisition  
issued by a corporation (other than an Affiliate of the Company) with an        
Investment Grade rating, at the time as of which any investment therein is made,
issued or offered by an Eligible Institution; (d) any bankers' acceptances or   
money market deposit accounts issued or offered by an Eligible Institution; and 
(e) any fund investing exclusively in investments of the types described in     
clauses (a) through (d) above.                                                  

       "Maximum Secured Amount" means at any time (i) if the Company at such
time has a rating or has received in writing an indicative rating on the Notes  
of both "Ba3" from Moody's and "BB-" from S&P, an amount equal to the greater of
(x) the product of 1.25 times                                                   

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the Trailing Cash Flow Amount and (y) $500 million and (ii) in the event that   
the Company does not have both of such ratings or indicative ratings at such    
time, $500 million.                                                             

"Moody's" means Moody's Investors Service, Inc.               

       "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP, excluding, however, any gain
(but not loss), together with any related provision for taxes on such gain (but 
not loss), realized in connection with any Asset Sale (including, without       
limitation, dispositions pursuant to sale and leaseback transactions), and      
excluding any extraordinary gain (but not loss), together with any related      
provision for taxes on such extraordinary gain (but not loss) and excluding any 
unusual gain (but not loss) relating to recovery of insurance proceeds on       
satellites, together with any related provision for taxes on such extraordinary 
gain (but not loss).                                                            

  "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries, as the case may be, in respect of
any Asset Sale, net of the direct costs relating to such Asset Sale (including, 
without limitation, legal, accounting and investment banking fees, and sales    
commissions) and any relocation expenses incurred as a result thereof, taxes    
paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), amounts required to be 
applied to the repayment of Indebtedness secured by a Lien on the asset or      
assets that are the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets. Net Proceeds shall exclude   
any non-cash proceeds received from any Asset Sale, but shall include such      
proceeds when and as converted by the Company or any Restricted Subsidiary to   
cash.                                                                           

    "1999 Notes" means (i) the $375 million principal amount of 9 1/4%
Senior Notes due 2006 issued by the Company and (ii) the $1,625,000,000         
principal amount of 9 3/8% Senior Notes due 2009 issued by the Company.         

        "1999 Notes Indentures" means each of the Indentures dated January 25,
1999 among the Company, the guarantors of the 1999 Notes named therein and U.S. 
Bank National Association, as Trustee, as the same may be amended, modified or  
supplemented from time to time.                                                 

     "Non-Core Assets" means: (1) all intangible authorizations, rights,
interests and other intangible assets related to all "western" DBS orbital      
locations other than the 148 degree orbital slot (as the term "western" is used 
by the FCC) held by the Company and/or any of its Subsidiaries at any time,     
including without limitation the authorizations for 22 DBS frequencies at 175   
degree orbital location and ESC's permit for 11 unspecified western assignments;
(2) all intangible authorizations, rights, interests and other intangible assets
related to the FSS in the Ku-band, Ka-band and C-band held by the Company and/or
any of its Subsidiaries at any time, including without limitation the license of
ESC for a two satellite Ku-band system at 83 degree orbital location and 121    
degree orbital location, the license of ESC for a two satellite Ka-band system  
at 83 degree orbital location and 121 degree orbital location, and the          
application of ESC to add C-band capabilities to a Ku-band satellite authorized 
at 83 degree orbital location; (3) all intangible authorizations, rights,       
interests and other intangible assets related to the Mobile-Satellite Service   
held by the Company and/or any of its Subsidiaries at any time, including       
without limitation the                                                          

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license of E-SAT, Inc. for a low-earth orbit MSS system, (4) all intangible     
authorizations, rights, interests and other intangible assets related to local  
multi-point distribution service and (5) any Subsidiary of the Company the      
assets of which consist solely of (i) any combination of the foregoing and (ii) 
other assets to the extent permitted under the provision described under the    
second paragraph of Section 4.21.                                               

      "Non-Recourse Indebtedness" of any Person means Indebtedness of such
Person that: (i) is not guaranteed by any other Person (except a Wholly Owned   
Subsidiary of the referent Person); (ii) is not recourse to and does not        
obligate any other Person (except a Wholly Owned Subsidiary of the referent     
Person) in any way; (iii) does not subject any property or assets of any other  
Person (except a Wholly Owned Subsidiary of the referent Person), directly or   
indirectly, contingently or otherwise, to the satisfaction thereof, and (iv) is 
not required by GAAP to be reflected on the financial statements of any other   
Person (other than a Subsidiary of the referent Person) prepared in accordance  
with GAAP.                                                                      

"Non-U.S. Person" means a Person who is not a U.S. Person.    

   "Notes" means the 10 3/8% Senior Notes due 2007 issued under this
Indenture on the date of this Indenture.                                        

"Obligations" means any principal, interest, penalties, fees, 
indemnifications, reimbursements, damages and other liabilities payable under   
the documentation governing any Indebtedness.                                   

         "Offering" means the offering of the EBC Notes pursuant to the Offering
Memorandum.                                                                     

         "Offering Memorandum" means the EBC Offering Memorandum dated September
22, 2000 for the initial offering of the EBC Notes.                             

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the    
Chief Financial Officer, the Treasurer, any Assistant Treasurer, Controller,    
Secretary or any Vice-President of such Person.                                 

     "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal       
executive officer, principal financial officer, treasurer or principal          
accounting officer of the Company.                                              

         "Opinion of Counsel" means an opinion from legal counsel, who may be an
employee of or counsel to the Company, any Subsidiary (or any Guarantor, if     
applicable) of the Company or the Trustee.                                      

   "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or      
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).                                                                   

       "Permitted Investments" means: (a) Investments in the Company or in a
Wholly Owned Restricted Subsidiary that is a Guarantor; (b) Investments in Cash 
Equivalents and Marketable                                                      

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Securities; and (c) Investments by the Company or any of its Subsidiaries in a  
Person if, as a result of such Investment: (i) such Person becomes a Wholly     
Owned Restricted Subsidiary of the Company and becomes a Guarantor, or (ii) such
Person is merged, consolidated or amalgamated with or into, or transfers or     
conveys substantially all of its assets to, or is liquidated into, the Company  
or a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor;     
provided that if at any time a Restricted Subsidiary of the Company shall cease 
to be a Subsidiary of the Company, the Company shall be deemed to have made a   
Restricted Investment in the amount of its remaining investment, if any, in such
former Subsidiary.                                                              

 "Permitted Liens" means: (a) Liens securing the Notes and Liens
securing any Guarantee; (b) Liens securing the Deferred Payments;(c) Liens      
securing any Indebtedness permitted under Section 4.09 of this Indenture;       
provided that such Liens under this clause (c) shall not secure Indebtedness in 
an amount exceeding the Maximum Secured Amount at the time that such Lien is    
incurred; (d) Liens securing Purchase Money Indebtedness, provided that such    
Indebtedness was permitted to be incurred by the terms of this Indenture and    
such Liens do not extend to any assets of the Company or its Restricted         
Subsidiaries other than the assets so acquired; (e) Liens securing Indebtedness 
the proceeds of which are used to develop, construct, launch or insure any      
satellites other than EchoStar I, EchoStar II, EchoStar III, EchoStar IV,       
provided that such Indebtedness was permitted to be incurred by the terms of    
this Indenture and such Liens do not extend to any assets of the Company or its 
Restricted Subsidiaries other than such satellites being developed, constructed,
launched or insured, and to the related licenses, permits and construction,     
launch and TT&C contracts; (f) Liens on orbital slots, licenses and other assets
and rights of the Company, provided that such orbital slots, licenses and other 
assets and rights relate solely to the satellites referred to in clause (e) of  
this definition; (g) Liens on property of a Person existing at the time such    
Person is merged into or consolidated with the Company or any Restricted        
Subsidiary of the Company, provided that such Liens were not incurred in        
connection with, or in contemplation of, such merger or consolidation, other    
than in the ordinary course of business; (h) Liens on property of an            
Unrestricted Subsidiary at the time that it is designated as a Restricted       
Subsidiary pursuant to the definition of "Unrestricted Subsidiary," provided    
that such Liens were not incurred in connection with, or contemplation of, such 
designation; (i) Liens on property existing at the time of acquisition thereof  
by the Company or any Restricted Subsidiary of the Company; provided that such  
Liens were not incurred in connection with, or in contemplation of, such        
acquisition and do not extend to any assets of the Company or any of its        
Restricted Subsidiaries other than the property so acquired; (j) Liens to secure
the performance of statutory obligations, surety or appeal bonds or performance 
bonds, or landlords', carriers', warehousemen's, mechanics', suppliers',        
materialmen's or other like Liens, in any case incurred in the ordinary course  
of business and with respect to amounts not yet delinquent or being contested in
good faith by appropriate process of law, if a reserve or other appropriate     
provision, if any, as is required by GAAP shall have been made therefore; (k)   
Liens existing on the date of this Indenture; (l) Liens for taxes, assessments  
or governmental charges or claims that are not yet delinquent or that are being 
contested in good faith by appropriate proceedings promptly instituted and      
diligently concluded; provided that any reserve or other appropriate provision  
as shall be required in conformity with GAAP shall have been made therefor; (m) 
Liens incurred in the ordinary course of business of the Company or any         
Restricted Subsidiary of the Company (including, without limitation, Liens      
securing Purchase Money Indebtedness) with respect to obligations that do not   
exceed $25 million in principal amount in the aggregate at any one time         
outstanding; (n) Liens securing Indebtedness in an amount not to exceed $25     
million incurred pursuant to clause (xi) of the second paragraph of Section 4.09
of this                                                                         

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Indenture; (o) Liens on any asset of the Company or any of its Restricted       
Subsidiaries securing Indebtedness in an amount not to exceed $10 million; (p)  
Liens securing Indebtedness permitted under clause (xii) of the second paragraph
of Section 4.09 of this Indenture; provided that such Liens shall not extend to 
assets other than the assets that secure such Indebtedness being refinanced; (q)
any interest or title of a lessor under any Capital Lease Obligations; provided 
that such Capital Lease Obligation is permitted under the other provisions of   
this Indenture; (r) Liens permitted to be incurred under the 1999 Notes         
Indentures; (s) Liens not provided for in clauses (a) through (r) above,        
securing Indebtedness incurred in compliance with the terms of this Indenture   
provided that the Notes are secured by the assets subject to such Liens on an   
equal and ratable basis or on a basis prior to such Liens; provided that to the 
extent that such Lien secured Indebtedness that is subordinated to the Notes,   
such Lien shall be subordinated to and be later in priority than the Notes on   
the same basis; and (t) extensions, renewals or refundings of any Liens referred
to in clauses (a) through (q) above, provided that (i) any such extension,      
renewal or refunding does not extend to any assets or secure any Indebtedness   
not securing or secured by the Liens being extended, renewed or refinanced and  
(ii) any extension, renewal or refunding of a Lien originally incurred pursuant 
to clause (c) above shall not secure Indebtedness in an amount greater than the 
Maximum Secured Amount at the time of such extension, renewal or refunding.     

  "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust or    
unincorporated organization (including any subdivision or ongoing business of   
any such entity or substantially all of the assets of any such entity,          
subdivision or business).                                                       

         "Preferred Equity Interest," in any Person, means an Equity Interest of
any class or classes (however designated) which is preferred as to the payment  
of dividends or distributions, or as to the distribution of assets upon any     
voluntary or involuntary liquidation or dissolution of such Person, over Equity 
Interests of any other class in such Person.                                    

         "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of such Person of any class or classes (however designated) that  
ranks prior, as to the payment of dividends or as to the distribution of assets 
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.           

"Principal" means Charles W. Ergen.                           

         "Purchase Money Indebtedness" means (i) Indebtedness of the Company, or
any of its Restricted Subsidiaries incurred (within 365 days of such purchase)  
to finance the purchase of any assets (including the purchase of Equity         
Interests of Persons that are not Affiliates of the Company) of the Company or  
any of its Restricted Subsidiaries: (a) to the extent the amount of Indebtedness
thereunder does not exceed 100% of the purchase cost of such assets; and (b) to 
the extent that no more than $50 million of such Indebtedness at any one time   
outstanding is recourse to the Company or any of its Restricted Subsidiaries or 
any of their respective assets, other than the assets so purchased; or (ii)     
Indebtedness of the Company or any of its Restricted Subsidiaries which         
refinances Indebtedness referred to in clause (i) of this definition, provided  
that such refinancing satisfies subclauses (a) and (b) of such clause (i).      

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       "Receivables Trust" means a trust organized solely for the purpose of
securitizing the accounts receivable held by the Accounts Receivable Subsidiary 
that (a) shall not engage in any business other than (i) the purchase of        
accounts receivable or participation interests therein from the Accounts        
Receivable Subsidiary and the servicing thereof, (ii) the issuance of and       
distribution of payments with respect to the securities permitted to be issued  
under clause (b) below and (iii) other activities incidental to the foregoing,  
(b) shall not at any time incur Indebtedness or issue any securities, except (i)
certificates representing undivided interests in the trust issued to the        
Accounts Receivable Subsidiary and (ii) debt securities issued in an arm's      
length transaction for consideration solely in the form of cash and Cash        
Equivalents, all of which (net of any issuance fees and expenses) shall promptly
be paid to the Accounts Receivable Subsidiary, and (c) shall distribute to the  
Accounts Receivable Subsidiary as a distribution on the Accounts Receivable     
Subsidiary's beneficial interest in the trust no less frequently than once every
six months all available cash and Cash Equivalents held by it, to the extent not
required for reasonable operating expenses or reserves therefor or to service   
any securities issued pursuant to clause (b) above that are not held by the     
Accounts Receivable Subsidiary.                                                 

        "Receiver Subsidy" means a subsidy, rebate or other similar payment by
EchoStar or any of its Subsidiaries, in the ordinary course of business, to     
subscribers, vendors or distributors, relating to an EchoStar receiver system,  
not to exceed the retail price of such EchoStar receiver system, together with  
the retail price of installation of such EchoStar receiver system.              

      "Related Party" means, with respect to the Principal, (a) the spouse
and each immediate family member of the Principal and (b) each trust,           
corporation, partnership or other entity of which the Principal beneficially    
holds an 80% or more controlling interest.                                      

        "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any        
successor group of the Trustee) or any other officer of the Trustee customarily 
performing functions similar to those performed by any of the above designated  
officers and also means, with respect to a particular corporate trust matter,   
any other officer to whom such matter is referred because of his knowledge of   
and familiarity with the particular subject.                                    

  "Restricted Investment" means an Investment other than Permitted
Investments.                                                                    

"Restricted Subsidiary" or "Restricted Subsidiaries" means any
corporation, association or other business entity of which more than 50% of the 
total voting power of shares of Capital Stock entitled (without regard to the   
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by 
the Company or one or more Subsidiaries of the Company, or a combination        
thereof, other than Unrestricted Subsidiaries.                                  

"S&P" means Standard & Poor's Rating Services.                

"Satellite Insurance" means insurance providing coverage for a
satellite in an amount which is, together with cash, Cash Equivalents and       
Marketable Securities segregated and reserved on the consolidated balance sheet 
of the Company, for the duration of the insured period or until applied in      
accordance with Section 4.16 of this Indenture. For purposes of this Indenture, 
the                                                                             

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proceeds of any Satellite Insurance shall be deemed to include the amount of    
cash, Cash Equivalents and Marketable Securities segregated and reserved by the 
Company for purposes of the preceding sentence.                                 

        "Satellite Receiver" means any satellite receiver capable of receiving
programming from the EchoStar Dish Network.                                     

"SEC" means the Securities and Exchange Commission.           

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

"SkyVista" means SkyVista Corporation, a Colorado corporation.

"Significant Subsidiary" means any Subsidiary that would be a 
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X   
promulgated pursuant to the Securities Act, as such Regulation is in effect on  
the date of this Indenture.                                                     

       "Subsidiary" or "Subsidiaries" means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the 
total voting power of shares of Capital Stock entitled (without regard to the   
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by 
such Person or one or more of the other Subsidiaries of such Person or a        
combination thereof.                                                            

       "Supplemental Indenture" means any supplemental indenture relating to
this Indenture.                                                                 

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture.                                                                 

     "Trailing Cash Flow Amount" means the Consolidated Cash Flow of the
Company during the most recent four fiscal quarters of the Company for which    
financial statements are available.                                             

 "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and  
thereafter means the successor serving hereunder.                               

"TT&C" means telemetry, tracking and control.                 

       "U.S. Person" means a U.S. Person as defined in Rule 902(k) under the
Securities Act.                                                                 

        "Unrestricted Subsidiary" means: (A) E-Sat, Inc., EchoStar Real Estate
Corporation, EchoStar International (Mauritius) Ltd., EchoStar Manufacturing and
Distribution Pvt. Ltd. and Satrec Mauritius Ltd.; and (B) any Subsidiary of the 
Company designated as an Unrestricted Subsidiary in a resolution of the Board of
Directors of the Company (a) no portion of the Indebtedness or any other        
obligation (contingent or otherwise) of which, immediately after such           
designation: (i) is guaranteed by the Company or any other Subsidiary of the    
Company (other than another Unrestricted Subsidiary); (ii) is recourse to or    
obligates the Company or any other Subsidiary of the Company (other than another
Unrestricted Subsidiary) in any way; or (iii)                                   

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subjects any property or asset of the Company or any other Subsidiary of the    
Company (other than another Unrestricted Subsidiary), directly or indirectly,   
contingently or otherwise, to satisfaction thereof; (b) with which neither the  
Company nor any other Subsidiary of the Company (other than another Unrestricted
Subsidiary) has any contract, agreement, arrangement, understanding or is       
subject to an obligation of any kind, written or oral, other than on terms no   
less favorable to the Company or such other Subsidiary than those that might be 
obtained at the time from Persons who are not Affiliates of the Company; and (c)
with which neither the Company nor any other Subsidiary of the Company (other   
than another Unrestricted Subsidiary) has any obligation: (i) to subscribe for  
additional shares of Capital Stock or other equity interests therein; or (ii) to
maintain or preserve such Subsidiary's financial condition or to cause such     
Subsidiary to achieve certain levels of operating results; provided, however,   
that none of the Company, ESC and Echosphere Corporation may be designated as   
Unrestricted Subsidiaries. At any time after the date of this Indenture the     
Company designates an additional Subsidiary (other than ETC or a Subsidiary that
constitutes a Non-Core Asset) as an Unrestricted Subsidiary, the Company will be
deemed to have made a Restricted Investment in an amount equal to the fair      
market value (as determined in good faith by the Board of Directors of the      
Company evidenced by a resolution of the Board of Directors of the Company and  
set forth in an Officers' Certificate delivered to the Trustee no later than ten
business days following a request from the Trustee, which certificate shall     
cover the six months preceding the date of the request of such Subsidiary and to
have incurred all Indebtedness of such Unrestricted Subsidiary). An Unrestricted
Subsidiary may be designated as a Restricted Subsidiary of the Company if, at   
the time of such designation after giving pro forma effect thereto, no Default  
or Event of Default shall have occurred or be continuing.                       

      "Voting Stock" of any Person means Capital Stock of such Person that
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no   
senior class of securities has such voting power by reason of any contingency.  

"Weighted Average Life To Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then 
outstanding principal amount of such Indebtedness into (b) the total of the     
product obtained by multiplying (i) the amount of each then remaining           
installment, sinking fund, serial maturity or other required payments of        
principal, including payment at final maturity, in respect thereof, by (ii) the 
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.                                       

         "Wholly Owned Restricted Subsidiary" means a Wholly Owned Subsidiary of
the Company that is a Restricted Subsidiary.                                    

  "Wholly Owned Subsidiary" means, with respect to any Person, any
Subsidiary all of the outstanding voting stock (other than directors' qualifying
shares) of which is owned by such Person, directly or indirectly.               

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SECTION 1.02. OTHER DEFINITIONS.                                                

                                                        [Enlarge/Download Table]

         Term                                                           Defined in Section
                                                                                          
"Affiliate Transaction"................................................ 4.11              
"Asset Sale"........................................................... 4.10              
"Change of Control Offer".............................................. 4.15              
"Change of Control Payment"............................................ 4.15              
"Change of Control Payment Date"....................................... 4.15              
"Covenant Defeasance".................................................. 8.03              
"DTC".................................................................. 2.01              
"ETC Amount Due........................................................ 4.21              
"Event of Default"..................................................... 6.01              
"Excess Proceeds"...................................................... 4.10; 4.16        
"Excess Proceeds Offer"................................................ 3.09              
"incur"................................................................ 4.09              
"Insured Satellites"................................................... 4.16              
"Legal Defeasance"..................................................... 8.02              
"Offer Amount"......................................................... 3.09              
"Offer Period"......................................................... 3.09              
"Paying Agent"......................................................... 2.03              
"Payment Default"...................................................... 6.01              
"Payout"............................................................... 4.21              
"Permitted Refinancing"................................................ 4.09              
"Purchase Date"........................................................ 3.09              
"Refinancing Indebtedness"............................................. 4.09              
"Registrar"............................................................ 2.03              
"Restricted Payments".................................................. 4.07              

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.                

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.              

   The following TIA terms used in this Indenture have the following
meanings:                                                                       

        "indenture securities" means the Notes and any Guarantee of the Notes;

"indenture security Holder" means a Holder of a Note;         

"indenture to be qualified" means this Indenture;             

   "indenture trustee" or "institutional trustee" means the Trustee;

    "obligor" on the Notes means each of the Company and any successor
obligor upon the Notes or any Guarantor.                                        

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     All other terms used in this Indenture that are defined by the TIA,
defined by reference to another statute or defined by SEC rule under the TIA    
have the meanings so assigned to them.                                          

SECTION 1.04. RULES OF CONSTRUCTION.                                            

Unless the context otherwise requires:                        

(1)      a term has the meaning assigned to it;               

   (2)      an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;     

(3)      "or" is not exclusive;                               

      (4)      words in the singular include the plural, and in the plural
include the singular; and                   

  (5)      provisions apply to successive events and transactions.

ARTICLE 2.

 THE NOTES

SECTION 2.01. FORM AND DATING.                                                  

    The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are           
incorporated in and made a part of this Indenture. The Guarantees of the Notes  
by the Guarantors shall be substantially in the forms set forth in Article 10,  
the terms of which are incorporated in and made a part of this Indenture. The   
Notes and Guarantees of the Notes by the Guarantors may have notations, legends 
or endorsements approved as to form by the Company or the Guarantors, and       
required by law, stock exchange rule, agreements to which the Company or the    
Guarantors, as the case may be, are subject or usage. Each Note shall be dated  
the date of its authentication. The Notes shall be issuable only in             
denominations of $1,000 and integral multiples thereof.                         

       The Notes shall initially be issued in the form of one or more Global
Notes and the Depository Trust Company ("DTC"), its nominees, and their         
respective successors, shall act as the Depositary with respect thereto. Each   
Global Note shall (i) be registered in the name of the Depositary for such      
Global Note or the nominee of such Depositary, (ii) shall be delivered by the   
Trustee to such Depositary or pursuant to such Depositary's instructions, and   
(iii) shall bear a legend (the "Global Note Legend") substantially to the       
following effect:                                                               

               Unless this certificate is presented by an authorized
                    representative of The Depository Trust Company, a New York
             corporation ("DTC") to the Company or its agent for
                 registration of transfer, exchange, or payment, and any
                    certificate issued is registered in the name of Cede & Co.
                or in such other name as is requested by an authorized

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                  representative of DTC (and any payment is made to Cede &
           Co. or to such other entity as is requested by an
                     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
                     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
                     IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.          

              THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
                    INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
                 SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR
                  SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
             THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
                   CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
                     OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE
                  BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
                NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                    NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
               SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
           LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 2.02. FORM OF EXECUTION AND AUTHENTICATION.                             

     Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the    
Notes.                                                                          

        If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be valid.    

       A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that  
the Note has been authenticated under this Indenture.                           

      The Trustee shall, upon a written order of the Company signed by two
Officers of the Company, authenticate Notes for original issue up to an         
aggregate principal amount of $1,000,000,000 of the Notes. The aggregate        
principal amount of Notes outstanding at any time shall not exceed the amount   
set forth herein except as provided in Section 2.07.                            

   The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless limited by the terms of such appointment, 
an authenticating agent may authenticate Notes whenever the Trustee may do so.  
Each reference in this Indenture to                                             

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authentication by the Trustee includes authentication by such agent. An         
authenticating agent has the same rights as an Agent to deal with the Company or
any Affiliate of the Company.                                                   

SECTION 2.03. REGISTRAR AND PAYING AGENT.                                       

       The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (including any           
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be  
presented for payment ("Paying Agent"). The Registrar shall keep a register of  
the Notes and of their transfer and exchange. The Company may appoint one or    
more co-registrars and one or more additional paying agents. The term "Paying   
Agent" includes any additional paying agent. The Company may change any Paying  
Agent, Registrar or co-registrar without prior notice to any Holder of a Note.  
The Company shall notify the Trustee and the Trustee shall notify the Holders of
the Notes of the name and address of any Agent not a party to this Indenture.   
The Company or any Guarantor may act as Paying Agent, Registrar or co-registrar.
The Company shall enter into an appropriate agency agreement with any Agent not 
a party to this Indenture, which shall incorporate the provisions of the TIA.   
The agreement shall implement the provisions of this Indenture that relate to   
such Agent. The Company shall notify the Trustee of the name and address of any 
such Agent. If the Company fails to maintain a Registrar or Paying Agent, or    
fails to give the foregoing notice, the Trustee shall act as such, and shall be 
entitled to appropriate compensation in accordance with Section 7.07.           

       The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.      

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.                              

       The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of   
the Holders of the Notes or the Trustee all money held by the Paying Agent for  
the payment of principal of, premium, if any, and interest on the Notes, and    
shall notify the Trustee of any Default by the Company or any Guarantor in      
making any such payment. While any such Default continues, the Trustee may      
require a Paying Agent to pay all money held by it to the Trustee. The Company  
at any time may require a Paying Agent to pay all money held by it to the       
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the  
Company or any Guarantor) shall have no further liability for the money         
delivered to the Trustee. If the Company or any Guarantor acts as Paying Agent, 
it shall segregate and hold in a separate trust fund for the benefit of the     
Holders of the Notes all money held by it as Paying Agent.                      

SECTION 2.05. LISTS OF HOLDERS OF THE NOTES.                                    

  The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of  
Holders of the Notes and shall otherwise comply with TIA Section 312(a). If the 
Trustee is not the Registrar, the Company shall furnish to the Trustee at least 
seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing a list in such form and as of such date as   
the Trustee may reasonably require of the names and addresses of Holders of the 
Notes, including the aggregate principal                                        

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amount of the Notes held by each thereof, and the Company and each Guarantor    
shall otherwise comply with TIA Section 312(a).                                 

SECTION 2.06. TRANSFER AND EXCHANGE.                                            

       (a)      Transfer and Exchange of Global Notes. A Global Note may not
           be transferred as a whole except by the Depositary to a
                nominee of the Depositary, by a nominee of the Depositary to
                 the Depositary or to another nominee of the Depositary, or by
                the Depositary or any such nominee to a successor Depositary
               or a nominee of such successor Depositary. All Global Notes
                will be exchanged by the Company for Definitive Notes if (i)
                  the Company delivers to the Trustee notice from the Depositary
        that it is unwilling or unable to continue to act as
                 Depositary and a successor Depositary is not appointed by the
                 Company within 90 days after the date of such notice from the
               Depositary, (ii) the Depositary has ceased to be a clearing
                  agency registered under the Exchange Act, (iii) the Company in
                  its sole discretion determines that the Global Notes (in whole
                 but not in part) should be exchanged for Definitive Notes and
              delivers a written notice to such effect to the Trustee or
                 (iv) there shall have occurred and be continuing a Default or
               an Event of Default under this Indenture. In any such case,
             the Company will notify the Trustee in writing that, upon
                  surrender by the Direct Participants and Indirect Participants
                  of their interest in such Global Note, Certificated Notes will
              be issued to each Person that such Direct Participants and
                  Indirect Participants and DTC identify as being the beneficial
                  owner of the related Notes. Global Notes also may be exchanged
                  or replaced, in whole or in part, as provided in Sections 2.07
            and 2.10 of this Indenture. Every Note authenticated and
                  delivered in exchange for, or in lieu of, a Global Note or any
                  portion thereof, pursuant to this Section 2.06 or Section 2.07
         or 2.10 of this Indenture, shall be authenticated and
            delivered in the form of, and shall be, a Global Note. A
                Global Note may not be exchanged for another Note other than
         as provided in this Section 2.06. However, beneficial
                  interests in a Global Note may be transferred and exchanged as
         provided in Section 2.06(b) or (c) of this Indenture.

      (b)      Transfer and Exchange of Beneficial Interests in the Global
               Notes. The transfer and exchange of beneficial interests in
                 the Global Notes shall be effected through the Depositary, in
            accordance with the provisions of this Indenture and the
               Applicable Procedures. Transfers of beneficial interests in
              the Global Notes also shall require compliance with either
                 subparagraph (i) or (ii) below, as applicable, as well as one
                or more of the other following subparagraphs, as applicable:

                           (i)      Transfer of Beneficial Interests in the Same
                                Global Note. Beneficial interests in any
                                 Global Note may be transferred to Persons
                                  who take delivery thereof in the form of a
                                 beneficial interest in an Global Note. No
                               written orders or instructions shall be
                                    required to be delivered to the Registrar to
            effect the transfers

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                                   described in this Section 2.06(b)(i) unless
                  specifically stated above.

                   (ii)     All Other Transfers and Exchanges of
                                Beneficial Interests in Global Notes. In
                                   connection with all transfers and exchanges
                                    of beneficial interests that are not subject
                                   to Section 2.06(b)(i) above, the transferor
                                   of such beneficial interest must deliver to
                                    the Registrar either (A) (1) a written order
                         from a Participant or an Indirect
                              Participant given to the Depositary in
                                 accordance with the Applicable Procedures
                                   directing the Depositary to credit or cause
                               to be credited a beneficial interest in
                                 another Global Note in an amount equal to
                                    the beneficial interest to be transferred or
                               exchanged and (2) instructions given in
                                 accordance with the Applicable Procedures
                            containing information regarding the
                                    Participant account to be credited with such
                                    increase or, if Definitive Notes are at such
                                    time permitted to be issued pursuant to this
                                 Indenture, (B) (1) a written order from a
                                    Participant or an Indirect Participant given
                                to the Depositary in accordance with the
                           Applicable Procedures directing the
                          Depositary to cause to be issued a
                                 Definitive Note in an amount equal to the
                                beneficial interest to be transferred or
                                   exchanged and (2) instructions given by the
                              Depositary to the Registrar containing
                                 information regarding the Person in whose
                          name such Definitive Note shall be
                            registered to effect the transfer or
                               exchange referred to in (1) above. Upon
                                   satisfaction of all of the requirements for
                                    transfer or exchange of beneficial interests
                                   in Global Notes contained in this Indenture
                                   and the Notes or otherwise applicable under
                                    the Securities Act, the Trustee shall adjust
                                   the principal amount of the relevant Global
                            Note(s) pursuant to Section 2.06(g).

       (c)      Transfer or Exchange of Beneficial Interests in Global Notes
                  to Definitive Notes. If any Holder of a beneficial interest in
               a Global Note proposes to exchange such beneficial interest
                 for a Definitive Note or to transfer such beneficial interest
           to a Person who takes delivery thereof in the form of a
                  Definitive Note, then, upon satisfaction of the conditions set
             forth in Section 2.06(b)(ii), the Trustee shall cause the
                  aggregate principal amount of the applicable Global Note to be
            reduced accordingly pursuant to Section 2.06(h), and the
                Company shall execute and the Trustee shall authenticate and
          deliver to the Person designated in the instructions a
            Definitive Note in the appropriate principal amount. Any
                Definitive Note issued in exchange for a beneficial interest
                pursuant to this Section 2.06(c)(iii) shall be registered in
             such name or names and in such authorized denomination or
                 denominations as the Holder of such beneficial interest shall
        instruct the Registrar through instructions from the
               Depositary and the Participant or Indirect Participant. The
                 Trustee shall deliver such Definitive Notes to the Persons in
whose names such Notes are so registered.   

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  (d)      Transfer and Exchange of Definitive Notes to Beneficial
                Interests in Global Notes. A Holder of a Definitive Note may
                 exchange such Note for a beneficial interest in a Global Note
           or transfer such Definitive Notes to a Person who takes
              delivery thereof in the form of a beneficial interest in a
                  Global Note at any time. Upon receipt of a request for such an
                 exchange or transfer, the Trustee shall cancel the applicable
             Definitive Note and increase or cause to be increased the
          aggregate principal amount of one of the Global Notes.

   (e)      Transfer and Exchange of Definitive Notes for Definitive
                  Notes. A Holder of Definitive Notes may transfer such Notes to
        a Person who takes delivery thereof in the form of a
                 Definitive Note. Upon receipt of a request to register such a
               transfer, the Registrar shall register the Definitive Notes
                  pursuant to the instructions from the Holder thereof. Prior to
             such registration of transfer or exchange, the requesting
          Holder shall present or surrender to the Registrar the
              Definitive Notes duly endorsed or accompanied by a written
                 instruction of transfer in form satisfactory to the Registrar
         duly executed by such Holder or by its attorney, duly
authorized in writing.                      

       (f)      Legends. Each Global Note shall bear the Global Note Legend.

       (g)      Cancellation and/or Adjustment of Global Notes. At such time
                as all beneficial interests in a particular Global Note have
              been exchanged for Definitive Notes or a particular Global
                Note has been redeemed, repurchased or canceled in whole and
              not in part, each such Global Note shall be returned to or
           retained and canceled by the Trustee in accordance with
                Section 2.11. At any time prior to such cancellation, if any
            beneficial interest in a Global Note is exchanged for or
                 transferred to a Person who will take delivery thereof in the
               form of a beneficial interest in another Global Note or for
                  Definitive Notes, the principal amount of Notes represented by
        such Global Note shall be reduced accordingly and an
                endorsement shall be made on such Global Note by the Trustee
           or by the Depositary at the direction of the Trustee to
             reflect such reduction; and if the beneficial interest is
                being exchanged for or transferred to a Person who will take
            delivery thereof in the form of a beneficial interest in
                  another Global Note, such other Global Note shall be increased
               accordingly and an endorsement shall be made on such Global
                Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such increase.       

  (h)      General Provisions Relating to Transfers and Exchanges.

                       (i)      To permit registrations of transfers and
                                    exchanges, the Company shall execute and the
                                   Trustee shall authenticate Global Notes and
                                    Definitive Notes upon the Company's order or
                   at the Registrar's request.

                          (ii)     No service charge shall be made to a Holder
                                    of a beneficial interest in a Global Note or
                                to a Holder of a Definitive Note for any
                                 registration of transfer or exchange, but
       the Company may

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                                    require payment of a sum sufficient to cover
                                any transfer tax or similar governmental
                              charge payable in connection therewith
                              (other than any such transfer taxes or
                                similar governmental charge payable upon
                                 exchange or transfer pursuant to Sections
                   2.10, 3.06, 3.09 and 9.05).

                     (iii)    The Registrar shall not be required to
                                register the transfer of or exchange any
                                   Note selected for redemption in whole or in
                                  part, except the unredeemed portion of any
                    Note being redeemed in part.

                           (iv)     All Global Notes and Definitive Notes issued
                            upon any registration of transfer or
                                    exchange of Global Notes or Definitive Notes
                             shall be the valid obligations of the
                              Company, evidencing the same debt, and
                             entitled to the same benefits of this
                                    Indenture, as the Global Notes or Definitive
                                   Notes surrendered upon such registration of
             transfer or exchange.

                       (v)      The Company shall not be required (A) to
                                issue, to register the transfer of or to
                                    exchange any Notes during a period beginning
                                    at the opening of business on a Business Day
                                  15 days before the day of any selection of
                                  Notes for redemption under Section 3.02 of
                                 this Indenture and ending at the close of
                                  business on the day of selection or (B) to
                                   register the transfer of or to exchange any
                                   Note so selected for redemption in whole or
                                 in part, except the unredeemed portion of
                        any Note being redeemed in part.

               (vi)     Prior to due presentment for the
                                   registration of a transfer of any Note, the
                                   Trustee, any Agent and the Company may deem
                                   and treat the Person in whose name any Note
                                   is registered as the absolute owner of such
                                    Note for the purpose of receiving payment of
                                   principal of and interest on such Notes and
                               for all other purposes, and none of the
                                  Trustee, any Agent or the Company shall be
                           affected by notice to the contrary.

                          (vii)    The Trustee shall authenticate Global Notes
                                   and Definitive Notes in accordance with the
                          provisions of Section 2.02 of this
  Indenture.

                   (viii)   All certifications, certificates and
                                    Opinions of Counsel required to be submitted
                                 to the Registrar pursuant to this Section
                                    2.06 to effect a registration of transfer or
                               exchange may be submitted by facsimile.

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SECTION 2.07. REPLACEMENT NOTES.                                                

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or  
theft of any Note, the Company shall issue and the Trustee, upon the written    
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Note if the Trustee's requirements for replacements of Notes are    
met. If required by the Trustee or the Company, an indemnity bond must be       
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent or any authenticating    
agent from any loss which any of them may suffer if a Note is replaced. Each of 
the Company and the Trustee may charge for its expenses in replacing a Note.    

       Every replacement Note is an additional obligation of the Company and
the Guarantors.                                                                 

SECTION 2.08. OUTSTANDING NOTES.                                                

      The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for          
cancellation and those described in this Section as not outstanding.            

 If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the       
replaced Note is held by a bona fide purchaser.                                 

      If the principal amount of any Note is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.          

  Subject to Section 2.09, a Note does not cease to be outstanding
because the Company, a Subsidiary of the Company or an Affiliate of the Company 
holds the Note.                                                                 

SECTION 2.09. TREASURY NOTES.                                                   

        In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the    
Company, any Subsidiary of the Company or any Affiliate of the Company shall be 
considered as though not outstanding, except that for purposes of determining   
whether the Trustee shall be protected in relying on any such direction, waiver 
or consent, only Notes which a Responsible Officer knows to be so owned shall be
so considered. Notwithstanding the foregoing, Notes that are to be acquired by  
the Company, any Subsidiary of the Company or an Affiliate of the Company       
pursuant to an exchange offer, tender offer or other agreement shall not be     
deemed to be owned by the Company, a Subsidiary of the Company or an Affiliate  
of the Company until legal title to such Notes passes to the Company, such      
Subsidiary or such Affiliate, as the case may be.                               

SECTION 2.10. TEMPORARY NOTES.                                                  

        Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be    
substantially in the form of definitive Notes but may have variations that the  
Company and the Trustee consider appropriate for temporary Notes. Without       
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of  
the written order of the Company signed by two Officers of the Company, shall   

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authenticate definitive Notes in exchange for temporary Notes. Until such       
exchange, temporary Notes shall be entitled to the same rights, benefits and    
privileges as definitive Notes.                                                 

SECTION 2.11. CANCELLATION.                                                     

The Company at any time may deliver Notes to the Trustee for  
cancellation. The Registrar and Paying Agent shall forward to the Trustee any   
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,        
exchange, payment, replacement or cancellation and shall destroy canceled Notes 
(subject to the record retention requirement of the Exchange Act), unless the   
Company directs canceled Notes to be returned to it. The Company may not issue  
new Notes to replace Notes that it has redeemed or paid or that have been       
delivered to the Trustee for cancellation. All canceled Notes held by the       
Trustee shall be destroyed and certification of their destruction delivered to  
the Company, unless by a written order, signed by two Officers of the Company,  
the Company shall direct that canceled Notes be returned to it.                 

SECTION 2.12. DEFAULTED INTEREST.                                               

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,     
interest payable on the defaulted interest, to the Persons who are Holders of   
the Notes on a subsequent special record date, which date shall be at the       
earliest practicable date but in all events at least five Business Days prior to
the payment date, in each case at the rate provided in the Notes. The Company   
shall, with the consent of the Trustee, fix or cause to be fixed each such      
special record date and payment date. At least 15 days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the     
Company) shall mail to Holders of the Notes a notice that states the special    
record date, the related payment date and the amount of such interest to be     
paid.                                                                           

SECTION 2.13. RECORD DATE.                                                      

        The record date for purposes of determining the identity of Holders of
the Notes entitled to vote or consent to any action by vote or consent          
authorized or permitted under this Indenture shall be determined as provided for
in TIA Section 316(c).                                                          

SECTION 2.14. CUSIP NUMBER.                                                     

      The Company in issuing the Notes may use a "CUSIP" number and, if it
does so, the Trustee shall use the CUSIP number in notices of redemption or     
exchange as a convenience to Holders; provided that any such notice may state   
that no representation is made as to the correctness or accuracy of the CUSIP   
number printed in the notice or on the Notes and that reliance may be placed    
only on the other identification numbers printed on the Notes. The Company will 
promptly notify the Trustee of any change in the CUSIP number.                  

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ARTICLE 3.

REDEMPTION

SECTION 3.01. NOTICES TO TRUSTEE.                                               

If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
45 days (unless a shorter period is acceptable to the Trustee) but not more than
60 days before a redemption date, an Officers' Certificate setting forth (i) the
redemption date, (ii) the principal amount of Notes to be redeemed and (iii) the
redemption price.                                                               

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.                                

   If less than all of the Notes are to be redeemed at any time, the
selection of Notes for redemption will be made by the Trustee in compliance with
the requirements of the principal national securities exchange, if any, on which
the Notes are listed, or if the Notes are not so listed on a pro rata basis, by 
lot or in accordance with any other method the Trustee considers fair and       
appropriate, provided that no Notes with a principal amount of $1,000 or less   
shall be redeemed in part. In the event of partial redemption by lot, the       
particular Notes to be redeemed shall be selected, unless otherwise provided    
herein, not less than 30 nor more than 60 days prior to the redemption date by  
the Trustee from the outstanding Notes not previously called for redemption.    

       The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial       
redemption, the principal amount thereof to be redeemed. Notes and portions of  
them selected shall be in amounts of $1,000 or whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding 
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be 
redeemed. Except as provided in the preceding sentence, provisions of this      
Indenture that apply to Notes called for redemption also apply to portions of   
Notes called for redemption.                                                    

SECTION 3.03. NOTICE OF REDEMPTION.                                             

     Subject to the provisions of Section 3.09, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to  
be mailed, by first class mail, a notice of redemption to each Holder whose     
Notes are to be redeemed at its registered address.                             

     The notice shall identify the Notes to be redeemed and shall state:

   (a)      the redemption date;

    (b)      the redemption price;

                          (c)      if any Note is being redeemed in part only,
                                   the portion of the principal amount of such
                               Note to be redeemed and that, after the
                                    redemption date upon surrender of such Note,
                               a new Note or Notes in principal amount

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                                equal to the unredeemed portion shall be
                                issued in the name of the Holder thereof
                               upon cancellation of the original Note;

                        (d)      the name and address of the Paying Agent;

                       (e)      that Notes called for redemption must be
                                  surrendered to the Paying Agent to collect
             the redemption price;

                          (f)      that, unless the Company defaults in making
                                  such redemption payment, interest on Notes
                                 called for redemption ceases to accrue on
                      and after the redemption date;

                           (g)      the paragraph of the Notes and/or Section of
                                  this Indenture pursuant to which the Notes
                                 called for redemption are being redeemed;
and     

                       (h)      that no representation is made as to the
                                    correctness or accuracy of the CUSIP number,
                                   if any, listed in such notice or printed on
  the Notes.

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days (unless a shorter 
period is acceptable to the Trustee) prior to the redemption date, an Officers' 
Certificate requesting that the Trustee give such notice and setting forth the  
information to be stated in such notice as provided in the preceding paragraph. 

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.                                   

      Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the redemption date at the
redemption price.                                                               

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.                                      

        On or prior to any redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date. The Trustee or   
the Paying Agent shall promptly return to the Company any money deposited with  
the Trustee or the Paying Agent by the Company in excess of the amounts         
necessary to pay the redemption price of, and accrued interest on, all Notes to 
be redeemed.                                                                    

      On and after the redemption date, if the Company does not default in
the payment of the redemption price, interest shall cease to accrue on the Notes
or the portions of Notes called for redemption. If a Note is redeemed on or     
after an interest record date but on or prior to the related interest payment   
date, then any accrued and unpaid interest shall be paid to the Person in whose 
name such Note was registered at the close of business on such record date. If  
any Note called for redemption shall not be so paid upon surrender for          
redemption because of the failure of the Company to comply with the preceding   
paragraph, interest shall be paid on the unpaid principal, from the redemption  
date until such principal is paid, and to the extent lawful on any interest not 
paid on such unpaid principal, in each case at the rate provided in the Notes.  

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SECTION 3.06. NOTES REDEEMED IN PART.                                           

         Upon surrender and cancellation of a Note that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder of the    
Notes at the expense of the Company a new Note equal in principal amount to the 
unredeemed portion of the Note surrendered.                                     

SECTION 3.07. OPTIONAL REDEMPTION.                                              

 Except as provided in the next paragraph, the Notes will not be
redeemable at the Company's option prior to October 1, 2004. Thereafter, the    
Notes will be subject to redemption at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption    
prices (expressed as percentages of principal amount) set forth below, together 
with accrued and unpaid interest thereon to the applicable redemption date, if  
redeemed during the 12-month period beginning on October 1 of the years         
indicated below:                                                                

                                                        [Enlarge/Download Table]


YEAR                                                                             PERCENTAGE
----                                                                             ----------
                                                                                           
2004............................................................................  105.188% 
2005............................................................................  102.594% 
2006............................................................................  100.000% 

      Notwithstanding the foregoing, at any time prior to October 1, 2003,
the Company may redeem up to 35% of the aggregate principal amount of the Notes 
outstanding at a redemption price equal to 110.375% of the principal amount     
thereof on the repurchase date, together with accrued and unpaid interest to    
such repurchase date, with the net cash proceeds of one or more public or       
private sales (including sales to EchoStar, regardless of whether EchoStar      
obtained such funds from an offering of Equity Interests or Indebtedness of     
EchoStar or otherwise) of Equity Interests (other than Disqualified Stock) of   
the Company (other than proceeds from a sale to any Subsidiary of the Company or
any employee benefit plan in which the Company or any of its Subsidiaries       
participates); provided that: (a) at least 65% in aggregate principal amount of 
the Notes originally issued remain outstanding immediately after the occurrence 
of such redemption; and (b) the sale of such Equity Interests is made in        
compliance with the terms of this Indenture.                                    

SECTION 3.08. MANDATORY REDEMPTION.                                             

      The Notes will not be subject to any mandatory redemption or sinking
fund provisions.                                                                

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.              

  When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09,   
exceeds $25.0 million, the Company shall be obligated to make an offer to all   
Holders of the Notes (an "Excess Proceeds Offer") to purchase the maximum       
principal amount of Notes that may be purchased out of such Excess Proceeds at  
an offer price in cash in an amount equal to 101% of the principal amount       
thereof, together with accrued and unpaid interest to the date fixed for the    
closing of such offer in accordance with the procedures set forth in this       
Indenture. To the extent the Company or a                                       

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Restricted Subsidiary is required under the terms of Indebtedness of the Company
or such Restricted Subsidiary which is pari passu with, or (in the case of any  
secured Indebtedness) senior with respect to such collateral to, the Notes with 
any proceeds which constitute Excess Proceeds under this Indenture, the Company 
shall make a pro rata offer to the holders of all other pari passu Indebtedness 
(including the Notes) with such proceeds. If the aggregate principal amount of  
Notes and other pari passu Indebtedness surrendered by holders thereof exceeds  
the amount of such Excess Proceeds, the Trustee shall select the Notes and other
pari passu Indebtedness to be purchased on a pro rata basis.                    

         The Excess Proceeds Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a      
longer period is required by applicable law (the "Offer Period"). No later than 
five Business Days after the termination of the Offer Period (the "Purchase     
Date"), the Company shall purchase the maximum principal amount of Notes that   
may be purchased with such Excess Proceeds (which maximum principal amount of   
Notes shall be the "Offer Amount") or, if less than the Offer Amount has been   
tendered, all Notes tendered in response to the Excess Proceeds Offer.          

       If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued interest shall be paid to 
the Person in whose name a Note is registered at the close of business on such  
record date, and no additional interest shall be payable to Holders who tender  
Notes pursuant to the Excess Proceeds Offer.                                    

       Upon the commencement of any Excess Proceeds Offer, the Company shall
send, by first class mail, a notice to each of the Holders of the Notes, with a 
copy to the Trustee. The notice shall contain all instructions and materials    
necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds
Offer. The notice, which shall govern the terms of the Excess Proceeds Offer,   
shall state:                                                                    

                           (a)      that the Excess Proceeds Offer is being made
                                    pursuant to this Section 3.09 and the length
                               of time the Excess Proceeds Offer shall
    remain open;

                           (b)      the Offer Amount, the purchase price and the
      Purchase Date;

                         (c)      that any Note not tendered or accepted for
                                  payment shall continue to accrue interest;

                          (d)      that any Note accepted for payment pursuant
                                   to the Excess Proceeds Offer shall cease to
                                accrue interest after the Purchase Date;

                   (e)      that Holders electing to have a Note
                                 purchased pursuant to any Excess Proceeds
                                Offer shall be required to surrender the
                               Note, with the form entitled "Option of
                                   Holder to Elect Purchase" on the reverse of
                             the Note completed, to the Company, a
                                   depositary, if appointed by the Company, or
                                  a Paying Agent at the address specified in
                               the notice at least three business days
                 before the Purchase Date;

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                         (f)      that Holders shall be entitled to withdraw
                                    their election if the Company, depositary or
                                   Paying Agent, as the case may be, receives,
                                  not later than the expiration of the Offer
                            Period, a telegram, telex, facsimile
                                transmission or letter setting forth the
                                   name of the Holder, the principal amount of
                                  the Note the Holder delivered for purchase
                           and a statement that such Holder is
                                 withdrawing his election to have the Note
  purchased;

                         (g)      that, if the aggregate principal amount of
                                Notes surrendered by Holders exceeds the
                                  Offer Amount, the Company shall select the
                                 Notes to be purchased on a pro rata basis
                               (with such adjustments as may be deemed
                               appropriate by the Company so that only
                            Notes in denominations of $1,000, or
                            integral multiples thereof, shall be
       purchased); and

                           (h)      that Holders whose Notes were purchased only
                                  in part shall be issued new Notes equal in
                                   principal amount to the unpurchased portion
                 of the Notes surrendered.

  On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the    
Offer Amount of Notes or portions thereof tendered pursuant to the Excess       
Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes or
portion thereof tendered, and deliver to the Trustee an Officers' Certificate   
stating that such Notes or portions thereof were accepted for payment by the    
Company in accordance with the terms of this Section 3.09. The Company,         
Depositary or Paying Agent, as the case may be, shall promptly (but in any case 
not later than five days after the Purchase Date) mail or deliver to each       
tendering Holder an amount equal to the purchase price of the Note tendered by  
such Holder and accepted by the Company for purchase, and the Company shall     
promptly issue a new Note, and the Trustee shall authenticate and mail or       
deliver such new Note, to such Holder equal in principal amount to any          
unpurchased portion of the Note surrendered. Any Note not so accepted shall be  
promptly mailed or delivered by the Company to the Holder thereof. The Company  
shall publicly announce the results of the Excess Proceeds Offer on the Purchase
Date. To the extent that the aggregate principal amount of Notes tendered       
pursuant to an Excess Proceeds Offer is less than the amount of such Excess     
Proceeds, the Company may use any remaining Excess Proceeds for general         
corporate purposes. Upon completion of an Excess Proceeds Offer, the amount of  
Excess Proceeds shall be reset at zero.                                         

        Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of       
Sections 3.01 through 3.06.                                                     

ARTICLE 4.

 COVENANTS

SECTION 4.01. PAYMENT OF NOTES.                                                 

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the   
Notes. Principal, premium, if any, and                                          

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interest shall be considered paid on the date due if the Paying Agent, if other 
than the Company, holds as of 10:00 a.m. Eastern Time on the due date money     
deposited by or on behalf of the Company in immediately available funds and     
designated for and sufficient to pay all principal, premium, if any, and        
interest then due.                                                              

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to  
the then applicable interest rate on the Notes to the extent lawful; it shall   
pay interest (including post-petition interest in any proceeding under any      
Bankruptcy Law) on overdue installments of interest (without regard to any      
applicable grace period) at the same rate to the extent lawful.                 

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.                                  

        The Company shall maintain an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where 
Notes may be surrendered for registration of transfer or exchange and where     
notices and demands to or upon the Company in respect of the Notes and this     
Indenture may be served. The Company shall give prompt written notice to the    
Trustee of the location, and any change in the location, of such office or      
agency. If at any time the Company shall fail to maintain any such required     
office or agency or shall fail to furnish the Trustee with the address thereof, 
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.                                          

    The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or  
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the 
Company of its obligation to maintain an office or agency for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation 
or rescission and of any change in the location of any such other office or     
agency.                                                                         

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.    

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SECTION 4.03. REPORTS.                                                          

      (a)      Whether or not required by the rules and regulations of the
            SEC, so long as any of the Notes remain outstanding, the
          Company shall cause copies of all quarterly and annual
                  financial reports and of the information, documents, and other
                  reports (or copies of such portions of any of the foregoing as
             the SEC may by rules and regulations prescribe) which the
                Company is required to file with the SEC pursuant to Section
              13 or 15(d) of the Exchange Act (including all information
                  that would be required to be contained in Forms 10-Q and 10-K)
              to be filed with the SEC and the Trustee and mailed to the
                 Holders at their addresses appearing in the register of Notes
                maintained by the Registrar, in each case, within 15 days of
             filing with the SEC. If the Company is not subject to the
                 requirements of such Section 13 or 15(d) of the Exchange Act,
               the Company shall nevertheless continue to cause the annual
           and quarterly financial statements, including any notes
              thereto (and, with respect to annual reports, an auditors'
        report by an accounting firm of established national
              reputation) and a "Management's Discussion and Analysis of
                 Financial Condition and Results of Operations," comparable to
              that which would have been required to appear in annual or
            quarterly reports filed under Section 13 or 15(d) of the
                Exchange Act (including all financial information that would
                  be required to be contained in Forms 10-Q and 10- K), to be so
             filed with the SEC for public availability (to the extent
           permitted by the SEC) and the Trustee and mailed to the
                 Holders within 120 days after the end of the Company's fiscal
               years and within 60 days after the end of each of the first
                three quarters of each such fiscal year. The Company and the
           Guarantors shall also comply with the provisions of TIA
Section 314(a).                             

         (b)      The Company shall provide the Trustee with a sufficient number
                of copies of all reports and other documents and information
                 that the Trustee may be required to deliver to the Holders of
the Notes under this Section 4.03.          

SECTION 4.04. COMPLIANCE CERTIFICATE.                                           

    (a)      The Company shall deliver to the Trustee, within 120 days
               after the end of each fiscal year, an Officers' Certificate
                  stating that a review of the activities of the Company and its
               Subsidiaries during the preceding fiscal year has been made
                under the supervision of the signing Officers with a view to
              determining whether each has kept, observed, performed and
              fulfilled its obligations under this Indenture and further
              stating, as to each such Officer signing such certificate,
                  that to the best of his or her knowledge each entity has kept,
             observed, performed and fulfilled each and every covenant
            contained in this Indenture and is not in default in the
                 performance or observance of any of the terms, provisions and
                 conditions of this Indenture including, without limitation, a
                 default in the performance or breach of Section 4.07, Section
                 4.09, Section 4.10 or Section 4.15 (or, if a Default or Event
                of Default shall have occurred, describing all such Defaults
                  or Events of Default of which he or she may have knowledge and
               what action each is taking or proposes to take with respect

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                  thereto) and that to the best of his or her knowledge no event
            has occurred and remains in existence by reason of which
                payments on account of the principal of or interest, if any,
               on the Notes is prohibited or if such event has occurred, a
              description of the event and what action each is taking or
proposes to take with respect thereto.      

(b)      The Company shall, so long as any of the Notes are   
           outstanding, deliver to the Trustee, forthwith upon any
                  Officer becoming aware of (i) any Default or Event of Default,
             or (ii) any default under any Indebtedness referred to in
          Section 6.01(f) or (g) of this Indenture, an Officers'
            Certificate specifying such Default, Event of Default or
                default and what action the Company or any of its Affiliates
       is taking or proposes to take with respect thereto.

SECTION 4.05. TAXES.                                                            

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies  
except as contested in good faith and by appropriate proceedings or where the   
failure to effect such payment is not adverse in any material respect to the    
Holders of the Notes.                                                           

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.                                   

     The Company and each Guarantor covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any     
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may  
affect the covenants or the performance of this Indenture; and the Company and  
each Guarantor (to the extent that it may lawfully do so) hereby expressly      
waives all benefit or advantage of any such law, and covenants that it shall    
not, by resort to any such law, hinder, delay or impede the execution of any    
power herein granted to the Trustee, but shall suffer and permit the execution  
of every such power as though no such law has been enacted.                     

SECTION 4.07. LIMITATION ON RESTRICTED PAYMENTS.                                

 Neither the Company nor any of its Restricted Subsidiaries may,
directly or indirectly:                                                         

  (a)      declare or pay any dividend or make any distribution on
             account of any Equity Interests of the Company other than
                 dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company;    

        (b)      purchase, redeem or otherwise acquire or retire for value any
             Equity Interests of EchoStar, the Company or any of their
              respective Subsidiaries or Affiliates, other than any such
             Equity Interests owned by the Company or any Wholly Owned
Restricted Subsidiary;                      

       (c)      purchase, redeem, defease or otherwise acquire or retire for
                  value any Indebtedness that is expressly subordinated in right
        of payment to the Notes or the Guarantees, except in
accordance with the scheduled mandatory     

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                 redemption, sinking fund or repayment provisions set forth in
           the original documentation governing such Indebtedness;

  (d)      declare or pay any dividend or make any distribution on
                 account of any Equity Interests of any Restricted Subsidiary,
                other than (x) to the Company or any Wholly Owned Restricted
              Subsidiary or (y) to all holders of any class or series of
                Equity Interests of such Restricted Subsidiary on a pro rata
             basis; provided that in the case of this clause (y), such
        dividends or distributions may not be in the form of
Indebtedness or Disqualified Stock; or      

       (e)      make any Restricted Investment (all such prohibited payments
                and other actions set forth in clauses (a) through (e) being
                  collectively referred to as "Restricted Payments"), unless, at
the time of such Restricted Payment:        

               (i)      no Default or Event of Default shall have occurred
                       and be continuing or would occur as a consequence
thereof;                  

               (ii)     after giving effect to such Restricted Payment and
                         the incurrence of any Indebtedness the net proceeds
                           of which are used to finance such Restricted Payment,
                        the Indebtedness to Cash Flow Ratio of the Company
           would not have exceeded 8.0 to 1; and

                 (iii)    such Restricted Payment, together with the aggregate
                          of all other Restricted Payments made by the Company
                           after September 25, 2000, is less than the sum of (A)
                        the difference of (x) cumulative Consolidated Cash
                        Flow of the Company determined at the time of such
                       Restricted Payment (or, in case such Consolidated
                      Cash Flow shall be a deficit, minus 100% of such
                      deficit) minus (y) 120% of Consolidated Interest
                        Expense of the Company, each as determined for the
                           period (taken as one accounting period) from April 1,
                          1999 to the end of the Company's most recently ended
                 fiscal quarter for which internal financial
                  statements are available at the time of such
                          Restricted Payment; plus (B) an amount equal to 100%
                         of the aggregate net cash proceeds and, in the case
                 of proceeds consisting of assets used in or
                          constituting a business permitted under Section 4.17
                         of this Indenture, 100% of the fair market value of
                         the aggregate net proceeds other than cash received
                           by the Company either from capital contributions from
                       EchoStar, or from the issue or sale (including an
                           issue or sale to EchoStar) of Equity Interests (other
                         than Disqualified Stock) of the Company (other than
                    Equity Interests sold to any Subsidiary of the
                Company), since the date of the 1999 Notes
                  Indentures, but, in the case of any net cash
                         proceeds, only to the extent such net cash proceeds
                         are not used to redeem Notes pursuant to the second
                           paragraph of Section 3.07 of this Indenture; plus (C)
                         if any Unrestricted Subsidiary is designated by the
                         Company as a Restricted Subsidiary, an amount equal
                           to the fair market value of the net Investment by the
                           Company or a Restricted Subsidiary in such Subsidiary
                         at the time of such designation; provided, however,
      that the foregoing sum shall not

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                      exceed the amount of the Investments made by the
                      Company or any Restricted Subsidiary in any such
                       Unrestricted Subsidiary since September 25, 2000,
                        plus (D) 100% of any cash dividends and other cash
                          distributions received by the Company and its Wholly
                        Owned Restricted Subsidiaries from an Unrestricted
                         Subsidiary to the extent not included in cumulative
                        Consolidated Cash Flow plus (E), to the extent not
                          included in clauses (A) through (D) above, an amount
                      equal to the net reduction in Investments of the
                   Company and its Restricted Subsidiaries since
                           September 25, 2000 resulting from payments in cash of
                          interest on Indebtedness, dividends, or repayment of
                           loans or advances, or other transfers of property, in
                    each case, to the Company or to a Wholly Owned
                         Restricted Subsidiary or from the net cash proceeds
                           from the sale, conveyance or other disposition of any
                  such Investment; provided, however, that the
                         foregoing sum shall not exceed, with respect to any
                         Person in whom such Investment was made, the amount
                          of Investments previously made by the Company or any
                     Restricted Subsidiary in such Person which were
                           included in computations made pursuant to this clause
(iii).                    

         The foregoing provisions will not prohibit the following (provided that
with respect to clauses (2), (3), (5), (6), (7), (8), (9), (11), and (12) below,
no Default or Event of Default shall have occurred and be continuing):          

                 (1)      the payment of any dividend within 60 days after the
                     date of declaration thereof, if at such date of
                           declaration such payment would have complied with the
   provisions of this Indenture;

            (2)      the redemption, repurchase, retirement or other
                           acquisition of any Equity Interests of the Company in
                     exchange for, or out of the net proceeds of the
                        substantially concurrent capital contribution from
                         EchoStar or from the substantially concurrent issue
                         or sale (including to EchoStar) of Equity Interests
                           (other than Disqualified Stock) of the Company (other
                 than Equity Interests issued or sold to any
 Subsidiary of the Company);

                  (3)      Investments in an aggregate amount not to exceed $125
                 million plus, to the extent not included in
                        Consolidated Cash Flow, an amount equal to the net
                           reduction in such Investments resulting from payments
                       in cash of interest on Indebtedness, dividends or
                           repayment of loans or advances, or other transfers of
                           property, in each case, to the Company or to a Wholly
                      Owned Restricted Subsidiary or from the net cash
                 proceeds from the sale, conveyance or other
                   disposition of any such Investment; provided,
                       however, that the foregoing sum shall not exceed,
                        with respect to any Person in whom such Investment
                         was made, the amount of Investments previously made
                         by the Company or any Restricted Subsidiary in such
         Person pursuant to this clause (3);

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                  (4)      Investments to fund the financing activity of DNCC in
                          the ordinary course of its business in an amount not
                         to exceed, as of the date of determination, the sum
                           of (A) $50 million plus (B) 50% of the aggregate cost
                           to DNCC for each Satellite Receiver purchased by DNCC
                          and leased by DNCC to a retail consumer in excess of
100,000 units;            

               (5)      cash dividends or distributions to EchoStar to the
                        extent required for the purchase of employee stock
                       options to purchase Capital Stock of EchoStar, or
                      Capital Stock of EchoStar issued pursuant to the
                    exercise of employee stock options to purchase
                           Capital Stock of EchoStar, in an aggregate amount not
                         to exceed $2 million in any calendar year and in an
                      aggregate amount not to exceed $10 million since
September 25, 2000;       

                  (6)      a Permitted Refinancing (as defined in Section 4.09);

          (7)      Investments in an amount equal to 100% of the
                     aggregate net proceeds (whether or not in cash)
                 received by the Company or any Wholly Owned
                       Restricted Subsidiary, from capital contributions
                           from EchoStar or from the issue and sale (including a
                       sale to EchoStar) of Equity Interests (other than
                           Disqualified Stock) of the Company (other than Equity
                 Interests issued or sold to a Subsidiary of
                       EchoStar), on or after the date of the 1999 Notes
                     Indentures; plus, to the extent not included in
                        Consolidated Cash Flow, an amount equal to the net
                           reduction in such Investments resulting from payments
                        in cash of interest on Indebtedness, dividends, or
                           repayment of loans or advances, or other transfers of
                           property, in each case, to the Company or to a Wholly
                      Owned Restricted Subsidiary or from the net cash
                  proceeds from the sale, conveyance, or other
                   disposition of any such Investment; provided,
                       however, that the foregoing sum shall not exceed,
                        with respect to any Person in whom such Investment
                         was made, the amount of Investments previously made
                         by the Company or any Restricted Subsidiary in such
                      Person pursuant to this clause (7) in each case,
                         provided that such Investments are in businesses of
                   the type described under Section 4.17 of this
Indenture;                

                  (8)      Investments in any Restricted Subsidiary which is not
                          a Wholly Owned Restricted Subsidiary, but which is a
  guarantor of the 1999 Notes;

               (9)      Investments in businesses strategically related to
                  businesses described in Section 4.17 of this
                        Indenture in an aggregate amount not to exceed $60
million;                  

               (10)     cash dividends or distributions to EchoStar to the
                     extent required for the purchase of odd-lots of
                       Equity Interests of EchoStar, in an amount not to
          exceed $10 million in the aggregate;

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                (11)     the making of any Restricted Payment (including the
                   receipt of any Investment) permitted under or
                    resulting from any transaction permitted under
                       Section 4.21 of this Indenture; provided that all
                         conditions to any such Restricted Payment set forth
         in such Section 4.21 are satisfied;

           (12)     Investments made as a result of the receipt of
                           non-cash proceeds from Asset Sales made in compliance
          with Section 4.10 of this Indenture;

                  (13)     any Restricted Payment permitted under the 1999 Notes
Indentures;               

      (14)     Investments which are used to pay for the
                       construction, launch, operation or insurance of a
                           satellite owned by any Subsidiaries of the Company in
              an amount not to exceed $200 million; or

              (15)     Investments in a foreign direct-to-home satellite
                      provider in an amount not to exceed $60 million,
                        provided that the Investments are made through the
                         supply of satellite receivers and related equipment
                           to the provider, or the proceeds from the Investments
                          are used to purchase satellite receivers and related
                          equipment from EchoStar or a Subsidiary of EchoStar.

      Restricted Payments made pursuant to clauses (1), (2), (4), (7) (but
only to the extent that net proceeds received by the Company as set forth in    
such clause (7) were included in the computations made in clause (iii)(B) of the
first paragraph of this Section 4.07), (10) and (13) (but only to the extent    
such Restricted Payment is included as a Restricted Payment in any computation  
made pursuant to clause (iii) of the first paragraph of Section 4.07 of the 1999
Notes Indentures), shall be included as Restricted Payments in any computation  
made pursuant to clause (iii) of this Section 4.07. Restricted Payments made    
pursuant to clauses (3), (5), (6), (7) (to the extent that net proceeds received
by the Company as set forth in such clause (7) were not included in the         
computations made in clause (iii)(B) of the first paragraph of this Section     
4.07), (8), (9), (11), (13) (but only to the extent such Restricted Payment is  
not included as a Restricted Payment in any computation made pursuant to clause 
(iii) of the first paragraph of Section 4.07 of the 1999 Notes Indentures), (14)
and (15) shall not be included as Restricted Payments in any computation made   
pursuant clause (iii) of the first paragraph of this Section 4.07.              

       If the Company or any Restricted Subsidiary makes an Investment which
was included in computations made pursuant to this Section 4.07 and the Person  
in which such Investment was made subsequently becomes a Restricted Subsidiary  
that is a Guarantor, to the extent such Investment resulted in a reduction in   
the amounts calculated under clause (iii) of the first paragraph of or under any
other provision of this Section 4.07, then such amount shall be increased by the
amount of such reduction.                                                       

        Not later than ten business days following a request from the Trustee,
the Company shall deliver to the Trustee an Officers' Certificate stating that  
each Restricted Payment made in the six                                         

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months preceding the date of request is permitted and setting forth the basis   
upon which the calculations required by this Section 4.07 were computed, which  
calculations shall be based upon the Company's latest available financial       
statements.                                                                     

SECTION 4.08. LIMITATIONS CONCERNING DISTRIBUTIONS BY SUBSIDIARIES, ETC.        

       The Company shall not, and shall not permit any Restricted Subsidiary
of the Company to, directly or indirectly, create or otherwise cause or suffer  
to exist or become effective any encumbrance or restriction on the ability of   
any Restricted Subsidiary to:                                                   

         (a)      pay dividends or make any other distribution to the Company or
              any of its Restricted Subsidiaries on its Capital Stock or
              with respect to any other interest or participation in, or
                 measured by, its profits, or pay any Indebtedness owed to the
Company or any of its Subsidiaries;         

(b)      make loans or advances to the Company or any of its  
Subsidiaries; or                            

         (c)      transfer any of its properties or assets to the Company or any
of its Subsidiaries;                        

except for such encumbrances or restrictions existing under or by reasons of:   

                (i)      Existing Indebtedness and existing agreements as in
   effect on September 25, 2000;

(ii)     applicable law or regulation;      

                (iii)    any instrument governing Acquired Debt as in effect
                           at the time of acquisition (except to the extent such
                         Indebtedness was incurred in connection with, or in
                contemplation of, such acquisition), which
                         encumbrance or restriction is not applicable to any
                        Person, or the properties or assets of any Person,
                         other than the Person, or the property or assets of
                the Person, so acquired, provided that the
                        Consolidated Cash Flow of such Person shall not be
                    taken into account in determining whether such
                    acquisition was permitted by the terms of this
                       Indenture; except to the extent that dividends or
                       other distributions are permitted notwithstanding
                         such encumbrance or restriction and could have been
distributed;              

                (iv)     by reason of customary non-assignment provisions in
                   leases entered into in the ordinary course of
                  business and consistent with past practices;

                 (v)      Refinancing Indebtedness (as defined in Section 4.09
                        of this Indenture), provided that the restrictions
                contained in the agreements governing such
                           Refinancing Indebtedness are no more restrictive than
                     those contained in the agreements governing the
    Indebtedness being refinanced;

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(vi)     this Indenture and the Notes;      

                  (vii)    any Indebtedness permitted to be incurred pursuant to
                          the 1999 Notes Indentures other than pursuant to the
                       Indebtedness to Cash Flow Ratio test contained in
                Section 4.09 of the 1999 Notes Indentures;

(viii)   Permitted Liens; or                

                (ix)     any agreement for the sale of any Subsidiary or its
                 assets that restricts distributions by that
                           Subsidiary pending its sale; provided that during the
                entire period in which such encumbrance or
                        restriction is effective, such sale (together with
                           any other sales pending) would be permitted under the
terms of this Indenture.  

SECTION 4.09. INCURRENCE OF INDEBTEDNESS.                                       

   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to (collectively,
"incur") any Indebtedness (including Acquired Debt); provided, however, that,   
notwithstanding the foregoing the Company and any Guarantor may incur           
Indebtedness (including Acquired Debt), if, after giving effect to the          
incurrence of such Indebtedness and the application of the net proceeds thereof 
on a pro forma basis, the Indebtedness to Cash Flow Ratio of the Company would  
not have exceeded 8.0 to 1.                                                     

 The foregoing limitation will not apply to any of the following
incurrences of Indebtedness:                                                    

                         (i)      Indebtedness represented by the Notes, the
                      Guarantees and this Indenture;

                   (ii)     the incurrence by the Company or any
                                    Guarantor of Acquired Subscriber Debt not to
                              exceed $1,750 per Acquired Subscriber;

                        (iii)    the incurrence by the Company, any of its
                                   Restricted Subsidiaries or any Guarantor of
                                    Deferred Payments and letters of credit with
        respect thereto;

                      (iv)     Indebtedness of the Company, any of its
                                   Restricted Subsidiaries or any Guarantor in
                                   an aggregate principal amount not to exceed
                                   $1,050,000,000 at any one time outstanding,
                                which Indebtedness may be secured to the
                                   extent permitted under Section 4.12 of this
  Indenture;

                         (v)      Indebtedness between and among the Company
                                 and any of its Restricted Subsidiaries or
      any Guarantor;

                          (vi)     Acquired Debt of a Person incurred prior to
                                    the date upon which such Person was acquired
                             by the Company, any of its Restricted

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                                Subsidiaries or any Guarantor (excluding
                                  Indebtedness incurred by such entity other
                                   than in the ordinary course of its business
                                   in connection with, or in contemplation of,
                                   such entity being so acquired) in an amount
                            not to exceed (A) $50 million in the
                                 aggregate for all such Persons other than
                                    those described in the immediately following
                                 clause (B); and (B) Acquired Debt owed to
                            the Company or any of its Restricted
                      Subsidiaries or any Guarantor;

     (vii)    Existing Indebtedness;

               (viii)   the incurrence of Purchase Money
                               Indebtedness by the Company, any of its
                                   Restricted Subsidiaries or any Guarantor in
                           an amount not to exceed the cost of
                                   construction, acquisition or improvement of
                                   assets used in any business permitted under
                                  Section 4.17 of this Indenture, as well as
                               any launch costs and insurance premiums
               related to such assets;

                           (ix)     Hedging Obligations of the Company or any of
                            its Restricted Subsidiaries covering
                           Indebtedness of the Company or such
                               Restricted Subsidiary to the extent the
                                 notional principal amount of such Hedging
                                Obligation does not exceed the principal
                                amount of the Indebtedness to which such
                             Hedging Obligation relates; provided,
                                  however, that such Hedging Obligations are
                                   entered into to protect the Company and its
                                   Restricted Subsidiaries from fluctuation in
                                  interest rates on Indebtedness incurred in
                       accordance with this Indenture;

                 (x)      Indebtedness of the Company or any
                           Restricted Subsidiary in respect of
                                 performance bonds or letters of credit of
                                   the Company or any Restricted Subsidiary or
                                   surety bonds provided by the Company or any
                             Restricted Subsidiary incurred in the
                                   ordinary course of business and on ordinary
                             business terms in connection with the
                                  businesses permitted under Section 4.17 of
       this Indenture;

                      (xi)     Indebtedness of the Company, any of its
                                    Restricted Subsidiaries or any Guarantor the
                                    proceeds of which are used solely to finance
                                  the construction and development of a call
                                 center owned by the Company or any of its
                                  Restricted Subsidiaries in Christainsburg,
                            Virginia or any refinancing thereof;
                          provided that the aggregate of all
                              Indebtedness incurred pursuant to this
                                clause (xi) shall in no event exceed $25
                            million at any one time outstanding;

                          (xii)    the incurrence by the Company or any of its
                               Restricted Subsidiaries or Guarantor of
                                   Indebtedness issued in exchange for, or the
                             proceeds of which are used to extend,
         refinance, renew,

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                                    replace, substitute or refund in whole or in
                                  part Indebtedness referred to in the first
                                    paragraph of this Section 4.09 or in clauses
                                 (i), (ii), (iii), (vi), (vii) and (viii),
                           above ("Refinancing Indebtedness");
                                  provided, however, that: (A) the principal
                               amount of such Refinancing Indebtedness
                                 shall not exceed the principal amount and
                               accrued interest of the Indebtedness so
                                 exchanged, extended, refinanced, renewed,
                                 replaced, substituted or refunded and any
                             premiums payable and reasonable fees,
                          expenses, commissions and costs in
                                 connection therewith; (B) the Refinancing
                                Indebtedness shall have a final maturity
                              equal to or later than, and a Weighted
                                    Average Life to Maturity equal to or greater
                             than, the final maturity and Weighted
                                  Average Life to Maturity, respectively, of
                                   the Indebtedness being exchanged, extended,
                                  refinanced, renewed, replaced or refunded;
                                  and (C) the Refinancing Indebtedness shall
                                  be subordinated in right of payment to the
                               Notes and the Guarantees, if at all, on
                                  terms at least as favorable to the holders
                          of Notes as those contained in the
                                documentation governing the Indebtedness
                            being extended, refinanced, renewed,
                          replaced or refunded (a "Permitted
      Refinancing");

                       (xiii)   the guarantee by the Company, any of its
                                   Restricted Subsidiaries or any Guarantor of
                                   Indebtedness of the Company or a Restricted
                                    Subsidiary that was permitted to be incurred
                                  by another provision of this Section 4.09;

                           (xiv)    Indebtedness under Capital Lease Obligations
                             of the Company, any of its Restricted
                                  Subsidiaries or any Guarantor with respect
                              to no more than three direct broadcast
               satellites at any time.

      For purposes of determining compliance with this Section 4.09, if an
item of Indebtedness meets the criteria of more than one of the categories      
described in clauses (i) through (xiv) above or is permitted to be incurred     
pursuant to the first paragraph of this Section 4.09 and also meets the criteria
of one or more of the categories described in clauses (i) through (xv) above,   
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09 and may from time to time       
reclassify such item of Indebtedness in any manner in which such item could be  
incurred at the time of such reclassification. Accrual of interest and the      
accretion of accreted value will not be deemed to be an incurrence of           
Indebtedness for purposes of this Section 4.09.                                 

SECTION 4.10. ASSET SALES.                                                      

         If the Company or any Restricted Subsidiary, in a single transaction or
a series of related transactions:                                               

(a)      sells, leases (in a manner that has the effect of a  
             disposition), conveys or otherwise disposes of any of its
assets (including by way of a sale-and-     

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          leaseback transaction), other than: (i) sales or other
                 dispositions of inventory in the ordinary course of business;
        (ii) sales or other dispositions to the Company or a
            Wholly-Owned Restricted Subsidiary of the Company by the
              Company or any Restricted Subsidiary; (iii) sales or other
              dispositions of accounts receivable to DNCC for cash in an
          amount at least equal to the fair market value of such
            accounts receivable; (iv) sales or other dispositions of
              rights to construct or launch satellites; and (v) sales or
           other dispositions permitted under Section 4.21 of this
                 Indenture (provided that the sale, lease, conveyance or other
                disposition of all or substantially all of the assets of the
               Company shall be governed by the provisions of Article 5 of
this Indenture);                            

        (b)      issues or sells Equity Interests of any Restricted Subsidiary
                 (other than any issue or sale of Equity Interests of ETC or a
                 Subsidiary which constitutes a Non-Core Asset permitted under
Section 4.21 of this Indenture);            

in either case, which assets or Equity Interests: (i) have a fair market value  
in excess of $50 million (as determined in good faith by the Board of Directors 
of the Company evidenced by a resolution of the Board of Directors of the       
Company and set forth in an Officers' Certificate delivered to the Trustee); or 
(ii) are sold or otherwise disposed of for net proceeds in excess of $50 million
(each of the foregoing, an "Asset Sale"), then:                                 

              (A)      The Company or such Restricted Subsidiary, as the
                         case may be, must receive consideration at the time
                          of such Asset Sale at least equal to the fair market
                        value (as determined in good faith by the Board of
                           Directors of the Company evidenced by a resolution of
                          the Board of Directors of the Company) and set forth
                          in an Officers' Certificate delivered to the Trustee
                          not later than ten business days following a request
                         from the Trustee which certificate shall cover each
                          Asset Sale made in the six months preceding the date
                         of request of the assets sold or otherwise disposed
of; and                   

                (B)      at least 75% of the consideration therefor received
                          by the Company or such Restricted Subsidiary, as the
                        case may be, must be in the form of (x) cash, Cash
                         Equivalents or Marketable Securities, (y) any asset
                           which is promptly (and in no event later than 90 days
                    after the date of transfer to the Company or a
                          Restricted Subsidiary) converted into cash; provided
                           that to the extent that such conversion is at a price
                 that is less than the fair market value (as
                        determined above) of such asset at the time of the
                      Asset Sale in which such asset was acquired, the
                       Company shall be deemed to have made a Restricted
                           Payment in the amount by which such fair market value
                           exceeds the cash received upon conversion; and/or (z)
                     properties and capital assets (excluding Equity
                        Interests) to be used by the Company or any of its
                           Restricted Subsidiaries in a business permitted under
                        Section 4.17 of this Indenture; provided, however,
                     that up to $40 million of assets in addition to
                          assets specified in clauses (x), (y) or (z) above at
                   any one time may be considered to be cash for
                    purposes of this clause (B), provided that the
                           provisions of the next paragraph are complied with as

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                     such non-cash assets are converted to cash. The
                     amount of any liabilities of the Company or any
                     Restricted Subsidiary that are assumed by or on
                          behalf of the transferee in connection with an Asset
                         Sale (and from which the Company or such Restricted
                      Subsidiary is unconditionally released) shall be
                           deemed to be cash for the purpose of this clause (B).

  The Net Proceeds from such Asset Sale shall be used only: (i) to
acquire assets used in, or stock or other ownership interests in a Person that  
upon the consummation of such Asset Sale becomes a Restricted Subsidiary and    
will be engaged primarily in, the business of the Company as described under    
Section 4.17 of this Indenture, to repurchase the Notes or 1999 Notes or if the 
Company sells any of its satellites after launch such that the Company or its   
Restricted Subsidiaries own less than three in-orbit satellites, only to        
purchase a replacement satellite; or (ii) as set forth in the next sentence. Any
Net Proceeds from any Asset Sale that are not applied or invested as provided in
the preceding sentence within 365 days after such Asset Sale shall constitute   
"Excess Proceeds" and shall be applied to an offer to purchase Notes and other  
senior Indebtedness of the Company if and when required under Section 3.09 of   
this Indenture.                                                                 

        Clause (B) of the second preceding paragraph shall not apply to all or
such portion of the consideration: (i) as is properly designated by the Company 
in an Asset Sale as being subject to this paragraph; and (ii) with respect to   
which the aggregate fair market value at the time of receipt of all             
consideration received by the Company or any Restricted Subsidiary in all such  
Asset Sales so designated does not exceed the amount that the Company and its   
Subsidiaries are permitted to designate as a result of the cash contributions   
made to the Company by EchoStar pursuant to the 1999 Notes Indentures, plus, to 
the extent any such consideration did not satisfy clauses (B)(x) or (B)(z)      
above, upon the exchange or repayment of such consideration for or with assets  
which satisfy such clauses, an amount equal to the fair market value of such    
consideration (evidenced by a resolution of the Board of Directors of the       
Company and set forth in an Officers' Certificate delivered to the Trustee as   
set forth in clause (A) above).                                                 

      In addition, clause (B) above shall not apply to any Asset Sale: (x)
where assets not essential to the direct broadcast satellite business are       
contributed to a joint venture between the Company or one of its Restricted     
Subsidiaries and a third party that is not an Affiliate of EchoStar or any of   
its Subsidiaries; provided that following the sale, lease, conveyance or other  
disposition the Company or one of its Wholly Owned Restricted Subsidiaries owns 
at least 50% of the voting and equity interest in such joint venture, (y) to the
extent the consideration therefor received by the Company or a Restricted       
Subsidiary would constitute Indebtedness or Equity Interests of a Person that is
not an Affiliate of EchoStar, the Company or one of their respective            
Subsidiaries; provided that the acquisition of such Indebtedness or Equity      
Interests is permitted under the provisions of Section 4.07 of this Indenture   
and (z) where assets sold are satellites, uplink centers or call centers,       
provided that, in the case of clause (z) the Company and its Restricted         
Subsidiaries continue to own at least three satellites, one uplink center and   
one call center.                                                                

SECTION 4.11.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.                      

      The Company shall not and shall not permit any Restricted Subsidiary
to, sell, lease, transfer or otherwise dispose of any of its properties or      
assets to, or purchase any property or assets from, or enter into any contract, 
agreement, understanding, loan, advance or guarantee with,                      

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or for the benefit of, any Affiliate (including any Unrestricted Subsidiary)    
(each of the foregoing, an "Affiliate Transaction"), unless:                    

     (a)         such Affiliate Transaction is on terms that are no less
                 favorable to the Company or its Restricted Subsidiaries
                  than those that would have been obtained in a comparable
                 transaction by the Company or such Subsidiaries with an
unrelated Person; and                 

       (b)         if such Affiliate Transaction involves aggregate payments
                  in excess of $25 million, such Affiliate Transaction has
                     been approved by a majority of the disinterested members of
                the Board of Directors of the Company, and the Company
                 delivers to the Trustee no later than ten business days
                  following a request from the Trustee a resolution of the
                     Board of Directors of the Company set forth in an Officers'
                    Certificate certifying that such Affiliate Transaction has
              been so approved and complies with clause (a) above;

provided, however, that (i) the payment of compensation to directors and        
management of EchoStar and its Subsidiaries; (ii) transactions between or among 
the Company and its Wholly Owned Subsidiaries (other than Unrestricted          
Subsidiaries of the Company); (iii) any dividend, distribution, sale, conveyance
or other disposition of any assets of, or Equity Interests in, any Non-Core     
Assets or ETC or the proceeds of a sale, conveyance or other disposition        
thereof, in accordance with the provisions of this Indenture; (iv) transactions 
permitted by the provisions of this Indenture described above under clauses (1),
(2), (4), (5), (6), (8), (9), (10), (11), (14) and (15) of the second paragraph 
of Section 4.07 of this Indenture; (v) so long as it complies with clause (a)   
above, the provision of backhaul, uplink, transmission, billing, customer       
service, programming acquisition and other ordinary course services by the      
Company or any of its Restricted Subsidiaries to Satellite Communications       
Operating Corporation and to Transponder Encryption Services Corporation on a   
basis consistent with past practice; and (vi) any transactions between the      
Company or any Restricted Subsidiary of the Company and any Affiliate of the    
Company the Equity Interests of which Affiliate are owned solely by the Company 
or one of its Restricted Subsidiaries, on the one hand, and by Persons who are  
not Affiliates of the Company or Restricted Subsidiaries of the Company, on the 
other hand, shall, in each case, not be deemed Affiliate Transactions.          

SECTION 4.12. LIMITATION ON LIENS.                                              

       The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired, or on any income or profits therefrom
or assign or convey any right to receive income therefrom, except Permitted     
Liens.                                                                          

SECTION 4.13. ADDITIONAL SUBSIDIARY GUARANTEES.                                 

         If the Company or a Guarantor transfers or causes to be transferred, in
one or a series of related transactions, property or assets (including, without 
limitation, businesses, divisions, real property, assets or equipment) having a 
fair market value (as determined in good faith by the Board of Directors of the 
Company evidenced by a resolution of the Board of Directors of the Company      

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and set forth in an Officer's Certificate delivered to the Trustee no later than
10 business days following a request from the Trustee, which certificates will  
cover the 6 months preceding the date of request) exceeding the sum of $20      
million in the aggregate for all such transfers after the date of this Indenture
minus the fair market value of Restricted Subsidiaries acquired or created after
the date of this Indenture that are not Guarantors (fair market value being     
determined as of the time of such acquisition) to Restricted Subsidiaries that  
are not Guarantors of the Notes, the Company, shall, or shall cause each of such
Subsidiaries to which any amount exceeding such $20 million (less such fair     
market value) is transferred to: (i) execute and deliver to the Trustee a       
Supplemental Indenture in form and substance reasonably satisfactory to the     
Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of
the Company's obligations under the Notes on the terms set forth in this        
Indenture, and (ii) deliver to the Trustee an Opinion of Counsel reasonably     
satisfactory to the Trustee that such Supplemental Indenture and Guarantee have 
been duly authorized, executed and delivered by and are valid and binding       
obligations of such Subsidiary or such Owner, as the case may be; provided,     
however, that the foregoing provisions shall not apply to transfers of property 
or assets (other than cash) by the Company or any Guarantor in exchange for     
cash, Cash Equivalents or Marketable Securities in an amount equal to the fair  
market value (as determined in good faith by the Board of Directors of the      
Company evidenced by resolution of the Board of Directors of the Company and set
forth in an Officer's Certificate delivered to the Trustee no later than 10     
business days following a request from the Trustee, which Certificate shall     
cover the 6 months preceding the date of request) of such property or assets. In
addition, if (i) the Company or any of its Restricted Subsidiaries acquires or  
creates another Restricted Subsidiary or (ii) an Unrestricted Subsidiary of the 
Company is redesignated as a Restricted Subsidiary or otherwise ceases to be    
Unrestricted Subsidiary, such Subsidiary shall execute a Supplemental Indenture 
and deliver an Opinion, each as required in the preceding sentence; provided    
that no Supplemental Indenture or Opinion shall be required if the fair market  
value (as determined in good faith by the Board of Directors of the Company and 
set forth in an Officer's Certificate delivered to the Trustee no later than 10 
business days following a request from the Trustee, which Certificate shall     
cover the 6 months preceding the date of request) of all such Restricted        
Subsidiaries created, acquired or designated since the date of this Indenture   
(fair market value being determined as of the time of creation, acquisition or  
designation) does not exceed the sum of $20 million in the aggregate minus the  
fair market value of the assets transferred to any Subsidiaries of the Company  
which do not execute Supplemental Indentures pursuant to the preceding          
sentences; provided further that to the extent a Restricted Subsidiary is       
subject to the terms of any instrument governing Acquired Debt, as in effect at 
the time of acquisition (except to the extent such indebtedness was incurred in 
connection with or in contemplation of such acquisition) which instrument or    
restriction prohibits such Restricted Subsidiary from issuing a Guarantee, such 
Restricted Subsidiary shall not be required to execute a Supplemental Indenture 
until it is permitted to issue such Guarantee pursuant to the terms of such     
Acquired Debt.                                                                  

SECTION 4.14. CORPORATE EXISTENCE.                                              

Subject to Article 5 of this Indenture and the next succeeding
paragraph of this Section 4.14, the Company shall do or cause to be done all    
things necessary to preserve and keep in full force and effect (i) its existence
as a corporation, and subject to 4.10 and 4.21, the corporate, partnership or   
other existence of any Restricted Subsidiary, in accordance with the respective 
organizational documents (as the same may be amended from time to time) of the  
Company or any Restricted Subsidiary and (ii) subject to Section 4.10 and 4.21, 
the rights (charter and statutory),                                             

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licenses and franchises of the Company and its Restricted Subsidiaries;         
provided, however, that the Company shall not be required to preserve any such  
right, license or franchise, or the corporate, partnership or other existence of
any Restricted Subsidiary if the Board of Directors shall determine that the    
preservation thereof is no longer desirable in the conduct of the business of   
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.                

SECTION 4.15. OFFER TO PURCHASE UPON CHANGE IN CONTROL.                         

 Upon the occurrence of a Change of Control, the Company will be
required to make an offer (a "Change of Control Offer") to each Holder of Notes 
to repurchase all or any part (equal to $1,000 or an integral multiple thereof) 
of such Holder's Notes at a purchase price equal to 101% of the aggregate       
principal amount thereof, together with accrued and unpaid interest thereon to  
the date of repurchase (in either case, the "Change of Control Payment"). Within
15 days following any Change of Control, the Company shall mail a notice to each
Holder stating:                                                                 

         (a)      that the Change of Control Offer is being made pursuant to the
            covenant entitled "Section 4.15 - Offer to Purchase Upon
Change in Control";                         

      (b)      the purchase price and the purchase date, which shall be no
              earlier than 30 days nor later than 40 days after the date
                 such notice is mailed (the "Change of Control Payment Date");

       (c)      that any Notes not tendered will continue to accrue interest
   in accordance with the terms of this Indenture;

         (d)      that, unless the Company defaults in the payment of the Change
                  of Control Payment, all Notes accepted for payment pursuant to
              the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date;   

      (e)      that Holders will be entitled to withdraw their election if
          the Paying Agent receives, not later than the close of
               business on the second Business Day preceding the Change of
      Control Payment Date, a telegram, telex, facsimile
                transmission or letter setting forth the name of the Holder,
               the principal amount of Notes delivered for purchase, and a
                  statement that such Holder is withdrawing his election to have
such Notes purchased;                       

         (f)      that Holders whose Notes are being purchased only in part will
        be issued new Notes equal in principal amount to the
       unpurchased portion of the Notes surrendered, which
            unpurchased portion must be equal to $1,000 in principal
amount or an integral multiple thereof; and 

      (g)      any other information material to such Holder's decision to
tender Notes.                               

       The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the    
extent such laws and regulations are applicable in connection with the          
repurchase of the Notes in connection with a Change of Control.                 

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SECTION 4.16. MAINTENANCE OF INSURANCE.                                         

      At all times, the Company or a Wholly Owned Restricted Subsidiary of
the Company will maintain and be the named beneficiary under Satellite Insurance
with respect to the lesser of (x) at least one-half or (y) three of the         
satellites owned or leased by the Company or its Subsidiaries (insured in an    
amount at least equal to the depreciated cost of such satellites)("Insured      
Satellites").                                                                   

         If the Company or its Restricted Subsidiaries receive proceeds from any
Satellite Insurance covering any satellite owned by the Company or any of its   
Restricted Subsidiaries, or in the event that the Company or any of its         
Subsidiaries receives proceeds from any insurance maintained by any satellite   
manufacturer or any launch provider covering any of such satellites, all such   
proceeds (including any cash, Cash Equivalents or Marketable Securities deemed  
to be proceeds of Satellite Insurance pursuant to the respective definition     
thereof) shall be used only: (i) to purchase a replacement satellite if at such 
time the Company and a Restricted Subsidiary then own less than the required    
number of Insured Satellites as provided in the first paragraph of this Section 
4.16, provided that if such replacement satellite is of lesser value compared to
the insured satellite, any insurance proceeds remaining after purchase of such  
replacement satellite must be applied to the construction, launch and insurance 
of a satellite of equal or greater value as compared to the insured satellite   
(or in accordance with clause (iii) below); (ii) for purposes permitted under   
Section 4.17 hereof if at such time the Company and its Restricted Subsidiaries 
own the required number of Insured Satellites as provided in the first paragraph
of this Section 4.16 (or in accordance with clause (iii) below); or (iii) to the
extent that such proceeds are not applied or contractually committed to be      
applied as described in (i) or (ii) above within 365 days of the receipt of such
proceeds as "Excess Proceeds" to be applied to an offer to purchase Notes as set
forth under Section 3.09 hereof.                                                

SECTION 4.17. ACTIVITIES OF THE COMPANY.                                        

       Neither the Company nor any of its Restricted Subsidiaries may engage
in any business other than developing, owning, engaging in and dealing with all 
or any part of the business of domestic and international media, entertainment, 
electronics or communications, and reasonably related extensions thereof,       
including but not limited to the purchase, ownership, operation, leasing and    
selling of, and generally dealing in or with, one or more communications        
satellites and the transponders thereon, and communications uplink centers, the 
acquisition, transmission, broadcast, production and other provision of         
programming relating thereto and the manufacturing, distribution and financing  
of equipment (including consumer electronic equipment) relating thereto.        

SECTION 4.18. INTENTIONALLY OMITTED.                                            

SECTION 4.19. INTENTIONALLY OMITTED.                                            

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SECTION 4.20. ACCOUNTS RECEIVABLE SUBSIDIARY.                                   

The Company:                                                  

(a)      may, and may permit any of its Subsidiaries to,      
          notwithstanding the provisions of Section 4.07 of this
         Indenture, make Investments in an Accounts Receivable
                 Subsidiary: (i) the proceeds of which are applied within five
                  Business Days of the making thereof solely to finance: (A) the
          purchase of accounts receivable of the Company and its
                Subsidiaries or (B) payments required in connection with the
                 termination of all then existing arrangements relating to the
                  sale of accounts receivable or participation interests therein
           by an Accounts Receivable Subsidiary (provided that the
           Accounts Receivable Subsidiary shall receive cash, Cash
                Equivalents and accounts receivable having an aggregate fair
             market value not less than the amount of such payments in
                  exchange therefor) and (ii) in the form of Accounts Receivable
                 Subsidiary Notes to the extent permitted by clause (b) below;

      (b)      shall not, and shall not permit any of its Subsidiaries to,
                 sell accounts receivable to an Accounts Receivable Subsidiary
                  except for consideration in an amount not less than that which
                  would be obtained in an arm's length transaction and solely in
          the form of cash or Cash Equivalents; provided that an
                 Accounts Receivable Subsidiary may pay the purchase price for
        any such accounts receivable in the form of Accounts
                  Receivable Subsidiary Notes so long as, after giving effect to
                  the issuance of any such Accounts Receivable Subsidiary Notes,
             the aggregate principal amount of all Accounts Receivable
            Subsidiary Notes outstanding shall not exceed 20% of the
              aggregate purchase price paid for all outstanding accounts
             receivable purchased by an Accounts Receivable Subsidiary
                since September 25, 2000 (and not written off or required to
                  be written off in accordance with the normal business practice
of an Accounts Receivable Subsidiary);      

         (c)      shall not permit an Accounts Receivable Subsidiary to sell any
         accounts receivable purchased from the Company or its
                Subsidiaries or participation interests therein to any other
         Person except on an arm's length basis and solely for
            consideration in the form of cash or Cash Equivalents or
                  certificates representing undivided interests of a Receivables
                  Trust; provided an Accounts Receivable Subsidiary may not sell
            such certificates to any other Person except on an arm's
                 length basis and solely for consideration in the form of cash
or Cash Equivalents;                        

      (d)      shall not, and shall not permit any of its Subsidiaries to,
             enter into any guarantee, subject any of their respective
                 properties or assets (other than the accounts receivable sold
        by them to an Accounts Receivable Subsidiary) to the
                  satisfaction of any liability or obligation or otherwise incur
                  any liability or obligation (contingent or otherwise), in each
              case, on behalf of an Accounts Receivable Subsidiary or in
      connection with any sale of accounts receivable or
        participation interests therein by or to an Accounts
Receivable Subsidiary, other                

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             than obligations relating to breaches of representations,
                warranties, covenants and other agreements of the Company or
        any of its Subsidiaries with respect to the accounts
                receivable sold by the Company or any of its Subsidiaries to
            an Accounts Receivable Subsidiary or with respect to the
                servicing thereof; provided that neither the Company nor any
         of its Subsidiaries shall at any time guarantee or be
                  otherwise liable for the collectibility of accounts receivable
sold by them;                               

       (e)      shall not permit an Accounts Receivable Subsidiary to engage
              in any business or transaction other than the purchase and
                  sale of accounts receivable or participation interests therein
                 of the Company and its Subsidiaries and activities incidental
thereto;                                    

      (f)      shall not permit an Accounts Receivable Subsidiary to incur
                  any Indebtedness other than the Accounts Receivable Subsidiary
            Notes, Indebtedness owed to the Company and Non-Recourse
                 Indebtedness; provided that the aggregate principal amount of
              all such Indebtedness of an Accounts Receivable Subsidiary
          shall not exceed the book value of its total assets as
determined in accordance with GAAP;         

         (g)      shall cause any Accounts Receivable Subsidiary to remit to the
                  Company or a Restricted Subsidiary of the Company on a monthly
       basis as a distribution all available cash and Cash
           Equivalents not held in a collection account pledged to
               acquirers of accounts receivable or participation interests
             therein, to the extent not applied to (i) pay interest or
                principal on the Accounts Receivable Subsidiary Notes or any
               Indebtedness of such Accounts Receivable Subsidiary owed to
             the Company, (ii) pay or maintain reserves for reasonable
                operating expenses of such Accounts Receivable Subsidiary or
                to satisfy reasonable minimum operating capital requirements
           or (iii) to finance the purchase of additional accounts
       receivable of the Company and its Subsidiaries; and

      (h)      shall not, and shall not permit any of its Subsidiaries to,
        sell accounts receivable to, or enter into any other
                  transaction with or for the benefit of, an Accounts Receivable
                  Subsidiary (i) if such Accounts Receivable Subsidiary pursuant
                  to or within the meaning of any Bankruptcy Law (A) commences a
             voluntary case, (B) consents to the entry of an order for
                 relief against it in an involuntary case, (C) consents to the
                appointment of a custodian of it or for all or substantially
               all of its property, (D) makes a general assignment for the
                benefit of its creditors, or (E) generally is not paying its
             debts as they become due; or (ii) if a court of competent
               jurisdiction enters an order or decree under any Bankruptcy
               Law that (A) is for relief against such Accounts Receivable
                  Subsidiary in an involuntary case, (B) appoints a Custodian of
     such Accounts Receivable Subsidiary or for all or
                 substantially all of the property of such Accounts Receivable
              Subsidiary, or (C) orders the liquidation of such Accounts
           Receivable Subsidiary, and, with respect to clause (ii)
                  hereof, the order or decree remains unstayed and in effect for
60 consecutive days.                        

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SECTION 4.21.  DISPOSITIONS OF ETC AND NON-CORE ASSETS.                         

         Notwithstanding Section 4.07 and Section 4.10 of this Indenture, in the
event that the Indebtedness to Cash Flow Ratio of the Company would not have    
exceeded 6.0 to 1 on a pro forma basis after giving effect to the sale of all of
the Company's, or its Subsidiaries', Equity Interests in or assets of ETC, then 
(1) the payment of any dividend or distribution consisting of Equity Interests  
or assets of ETC or the proceeds of a sale, conveyance or other disposition of  
such Equity Interests or assets or the sale, conveyance or other disposition of 
Equity Interests or assets of ETC or the proceeds of a sale, conveyance or other
disposition of such Equity Interests or assets shall not constitute a Restricted
Payment and (2) the sale, conveyance or other disposition of the Equity         
Interests or assets of ETC or the proceeds of a sale, conveyance or other       
disposition of such Equity Interests or assets shall not constitute an Asset    
Sale and (3) provided that the Company designates ETC as an Unrestricted        
Subsidiary, ETC shall be discharged and released from all covenants and         
restrictions contained in this Indenture; provided that no such payment,        
dividend, distribution, sale, conveyance or other disposition of any kind       
(collectively, a "Payout") described in clauses (1) and (2) above shall be      
permitted if at the time of such Payout (1) after giving pro forma effect to    
such Payout, the Company would not have been permitted under Section 4.07 of    
this Indenture to make a Restricted Payment in an amount equal to the total (the
"ETC Amount Due") of (x) the amount of all Investments (other than the          
contribution of (i) title to the headquarters building of ETC in Inverness,     
Colorado and the tangible assets therein to the extent used by ETC as of the    
date of this Indenture and (ii) patents, trademarks and copyrights applied for  
or granted as of September 25, 2000 to the extent used by ETC or result from the
business of ETC, in each case, to ETC) made in ETC by the Company or its        
Restricted Subsidiaries since September 25, 2000 (which, in the case of         
Investments in exchange for assets, shall be valued at the fair market value of 
each such asset at the time each such Investment was made) minus (y) the amount 
of the after-tax value of all cash returns on such Investments paid to the      
Company or its Wholly Owned Restricted Subsidiaries (or, in the case of a       
non-Wholly Owned Restricted Subsidiary, the pro rata portion thereof            
attributable to the Company) minus (z) $50 million and (2) any contract,        
agreement or understanding between ETC and the Company or any Restricted        
Subsidiary of the Company and any loan or advance to or guarantee with, or for  
the benefit of, ETC issued or made by the Company or one of its Restricted      
Subsidiaries, is on terms that are less favorable to the Company or its         
Restricted Subsidiaries than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiaries with an unrelated    
Person, all as evidenced by a resolution of the Board of Directors of the       
Company set forth in an Officers' Certificate delivered to the Trustee, within  
ten business days of a request by the same, certifying that each such contract, 
agreement, understanding, loan, advance and guarantee has been approved by a    
majority of the members of such Board. In the event that at the time of such    
Payout, the condition set forth in clause (1) of the proviso of the preceding   
sentence cannot be satisfied, ETC may seek to have a Person other than the      
Company or one of its Restricted Subsidiaries pay in cash an amount to the      
Company or its Restricted Subsidiaries such that after taxes, such amount is    
greater than or equal to the ETC Amount Due or the portion of the ETC Amount Due
which would not have been permitted to be made as a Restricted Payment by the   
Company; provided that such payment shall be treated for purposes of this       
Section 4.21 as a cash return on the Investments made in ETC and provided       
further that for all purposes under this Indenture, such payment shall not be   
included in any calculation under clauses (iii)(A) through (iii)(E) of the first
paragraph of Section 4.07 of this Indenture. To the extent that the ETC Amount  
Due or any portion thereof would have been permitted to be made as a Restricted 
Payment by the Company                                                          

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and was not paid by another Person as permitted by the preceding sentence, the  
Company shall be deemed to have made a Restricted Payment in the amount of such 
ETC Amount Due or portion thereof, as the case may be.                          

      Notwithstanding Section 4.07 and Section 4.10 of this Indenture, (1)
the payment of any dividend or distribution consisting of Equity Interests or   
assets of any Non-Core Asset or the proceeds of a sale, conveyance or other     
disposition of such Equity Interests or assets or the sale, conveyance or other 
disposition of Equity Interests in or assets of any Non-Core Asset or the       
proceeds of a sale, conveyance or other disposition of such Equity Interests or 
assets shall not constitute a Restricted Payment and (2) the sale, conveyance or
other disposition of the Equity Interests or assets of any Non-Core Asset or the
proceeds of a sale, conveyance or other disposition of such Equity Interests or 
assets shall not constitute an Asset Sale; and (3) provided the Company         
designates such Non-Core Asset as an Unrestricted Subsidiary, such Non-Core     
Asset shall be released from all covenants and restrictions contained in this   
Indenture; provided that no Payout of any Non-Core Asset shall be permitted such
as described in clauses (1) and (2) above if at the time of such Payout (1)     
after giving pro forma effect to such Payout, the Company would not have been   
permitted under Section 4.07 of this Indenture to make a Restricted Payment in  
an amount equal to the total (the "Non-Core Asset Amount Due") of (x) the amount
of all Investments made in such Non-Core Asset by the Company or its Restricted 
Subsidiaries since September 25, 2000 (which, in the case of Investments in     
exchange for assets, shall be valued at the fair market value of each such asset
at the time each such Investment was made) minus (y) the amount of the after-tax
value of all cash returns on such Investments paid to the Company or its Wholly 
Owned Restricted Subsidiaries (or, in the case of a non-Wholly Owned Restricted 
Subsidiary, the pro rata portion thereof attributable to the Company) minus (z) 
$50 million in the aggregate for all such Payouts and $10 million for any single
such Payout and (2) any contract, agreement or understanding between or relating
to a Non-Core Asset and the Company or a Restricted Subsidiary of the Company   
and any loan or advance to or guarantee with, or for the benefit of, a          
Restricted Subsidiary which is a Non-Core Asset issued or made by the Company or
one of its Restricted Subsidiaries, is on terms that are less favorable to the  
Company or its Restricted Subsidiaries than those that would have been obtained 
in a comparable transaction by the Company or such Restricted Subsidiaries with 
an unrelated Person, all as evidenced by a resolution of the Board of Directors 
of the Company set forth in an Officers' Certificate delivered to the Trustee,  
within ten business days of a request by the same, certifying that each such    
contract, agreement, understanding, loan, advance and guarantee has been        
approved by a majority of such Board. In the event that at the time of such     
Payout, the condition set forth in clause (1) of the proviso of the preceding   
sentence cannot be satisfied, such Restricted Subsidiary which is a Non-Core    
Asset may seek to have a Person other than the Company or one of its Restricted 
Subsidiaries pay in cash an amount to the Company such that, after taxes, such  
amount, is greater than or equal to the Non-Core Asset Amount Due or the portion
of the Non-Core Asset Amount Due which would not have been permitted to be made 
as a Restricted Payment by the Company; provided that such payment shall be     
treated for purposes of this Section 4.21 as a cash return on the Investments   
made in a Non-Core Asset and provided further that for all purposes under this  
Indenture, such payment shall not be included in any calculation under clauses  
(iii)(A) through (iii)(E) of the first paragraph of Section 4.07 of this        
Indenture. To the extent that the Non-Core Asset Amount Due or any portion      
thereof would have been permitted to be made as a Restricted Payment by the     
Company and was not paid by another Person as permitted by the preceding        
sentence, the Company shall be deemed to have made a Restricted Payment in the  
amount of such Non-Core Asset Amount Due or portion thereof, as the case may be.

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       Promptly after any Payout pursuant to the terms of this Section 4.21,
within ten Business Days of a request by the Trustee, the Company shall deliver 
an Officers' Certificate to the Trustee setting forth the Investments made by   
the Company or its Restricted Subsidiaries in ETC or a Non-Core Asset, as the   
case may be, and certifying that the requirements of this Section 4.21 have been
satisfied in connection with the making of such Payout.                         

Notwithstanding anything contained in this Section 4.21, any  
disposition of ETC or Non-Core Assets permitted pursuant to the 1999 Notes      
Indentures shall also be permitted pursuant to this Indenture and shall not be  
considered a "Restricted Payment" or "Asset Sale" for purposes of this          
Indenture.                                                                      

SECTION 4.22. PAYMENTS FOR CONSENT.                                             

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by   
way of interest, fee or otherwise, to any holder of a Note for or as an         
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid  
or agreed to be paid to all holders of the Notes that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.                                                   

ARTICLE 5.

SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.                         

       The Company may not consolidate or merge with or into (whether or not
the Company is the surviving entity), or sell, assign, transfer, lease, convey  
or otherwise dispose of all or substantially all of its properties or assets in 
one or more related transactions to, another Person unless (a) the Company is   
the surviving Person or the Person formed by or surviving any such consolidation
or merger (if other than the Company) or to which such sale, assignment,        
transfer, lease, conveyance or other disposition shall have been made is a      
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia; (b) the Person formed by or surviving any  
such consolidation or merger (if other than the Company) or the Person to which 
such sale, assignment, transfer, lease, conveyance or other disposition shall   
have been made assumes all the obligations of the Company, pursuant to a        
supplemental indenture in a form reasonably satisfactory to the Trustee, under  
the Notes and this Indenture; (c) immediately after such transaction no Default 
or Event of Default exists; and (d) the Company or the Person formed by or      
surviving any such consolidation or merger (if other than the Company), or to   
which such sale, assignment, transfer, lease, conveyance or other disposition   
shall have been made (i) shall have Consolidated Net Worth immediately after the
transaction (but prior to any purchase accounting adjustments or accrual of     
deferred tax liabilities resulting from the transaction) not less than the      
Consolidated Net Worth of the Company immediately preceding the transaction and 
(ii) would, at the time of such transaction after giving pro forma effect       
thereto as if such transaction had                                              

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occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Indebtedness to 
Cash Flow Ratio test set forth in the first paragraph of Section 4.09.          

   Notwithstanding the foregoing, the Company may merge with another
Person if (a) the Company is the surviving Person; (b) the consideration issued 
or paid by the Company in such merger consists solely of Equity Interests (other
than Disqualified Stock) of the Company or Equity Interests of EchoStar; and (c)
immediately after giving effect to such merger, the Company's Indebtedness to   
Cash Flow Ratio does not exceed the Company's Indebtedness to Cash Flow Ratio   
immediately prior to such merger.                                               

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.                                

     Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in   
accordance with Section 5.01, the successor corporation formed by such          
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be         
substituted for (so that from and after the date of such consolidation, merger, 
sale, lease, conveyance or other disposition, the provisions of this Indenture  
referring to the Company shall refer instead to the successor corporation and   
not to the Company), and may exercise every right and power of the Company under
this Indenture with the same effect as if such successor Person has been named  
as the Company, herein.                                                         

ARTICLE 6.

 DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.                                                

Each of the following constitutes an "Event of Default":      

           (a)      default for 30 days in the payment when due of
interest on the Notes;    

                (b)      default in the payment when due of principal of the
                       Notes at maturity, upon repurchase, redemption or
otherwise;                

             (c)      failure to comply with the provisions of Section
                        4.10, Section 4.11, Section 4.15, or Section 4.16;

              (d)      default under Section 4.07 or Section 4.09, which
                           default remains uncured for 30 days, or the breach of
                          any representation or warranty, or the making of any
                           untrue statement, in any certificate delivered by the
         Company pursuant to this Indenture;

                 (e)      failure by the Company for 60 days after notice from
                   the Trustee or the Holders of at least 25% in
                       principal amount of the Notes then outstanding to
                     comply with any of its other agreements in this
Indenture or the Notes;   

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                (f)      default under any mortgage, indenture or instrument
                           under which there may be issued or by which there may
                        be secured or evidenced any Indebtedness for money
                      borrowed by the Company or any of its Restricted
                         Subsidiaries (or the payment of which is guaranteed
             by the Company or any of its Restricted
                         Subsidiaries), which default is caused by a failure
                   to pay when due principal or interest on such
                           Indebtedness within the grace period provided in such
                           Indebtedness (a "Payment Default"), and the principal
                        amount of any such Indebtedness, together with the
                           principal amount of any other such Indebtedness under
                        which there has been a Payment Default, aggregates
$50 million or more;      

                (g)      default under any mortgage, indenture or instrument
                           under which there may be issued or by which there may
                        be secured or evidenced any Indebtedness for money
                      borrowed by the Company or any of its Restricted
                         Subsidiaries (or the payment of which is guaranteed
             by the Company or any of its Restricted
                 Subsidiaries), which default results in the
                    acceleration of such Indebtedness prior to its
                           express maturity and the principal amount of any such
                         Indebtedness, together with the principal amount of
                       any other such Indebtedness under which there has
                         been a Payment Default or the maturity of which has
                          been so accelerated, aggregates $50 million or more;
                   provided that any acceleration (other than an
                           acceleration which is the result of a Payment Default
                       under clause (f) above) of Indebtedness under the
                          Outstanding Deferred Payments in aggregate principal
                          amount not to exceed $90 million shall be deemed not
                           to constitute an acceleration pursuant to this clause
(g);                      

            (h)      failure by the Company or any of its Restricted
                         Subsidiaries to pay final judgments (other than any
                        judgment as to which a reputable insurance company
                           has accepted full liability) aggregating in excess of
                           $50 million, which judgments are not stayed within 60
days after their entry;   

                  (i)      any Guarantee of the Notes or this Indenture shall be
                          held in a judicial proceeding to be unenforceable or
                         invalid or shall cease for any reason to be in full
                       force and effect, or any Guarantor, or any person
                      acting on behalf of any Guarantor, shall deny or
                          disaffirm its obligations under its Guarantee of any
Notes or this Indenture;  

        (j)      EchoStar, the Company, any Guarantor or any
                          Significant Subsidiary of the Company pursuant to or
                           within the meaning of Bankruptcy Law: (i) commences a
                      voluntary case; (ii) consents to the entry of an
                         order for relief against it in an involuntary case;
                         (iii) consents to the appointment of a Custodian of
                         it or for all or substantially all of its property;
                           or (iv) makes a general assignment for the benefit of
its creditors; and        

                 (k)      a court of competent jurisdiction enters an order or
                      decree under any Bankruptcy Law that: (i) is for
                         relief against EchoStar, the Company, any Guarantor
                        or any Significant Subsidiary of the Company in an
involuntary               

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                      case; (ii) appoints a Custodian of EchoStar, the
                          Company, any Guarantor or any Significant Subsidiary
                           of the Company or for all or substantially all of the
                         property of EchoStar, the Company, any Guarantor or
                         any Significant Subsidiary of the Company; or (iii)
                          orders the liquidation of EchoStar, the Company, any
                    Guarantor or any Significant Subsidiary of the
                           Company, and the order or decree remains unstayed and
        in effect for 60 consecutive days.

SECTION 6.02. ACCELERATION.                                                     

     If an Event of Default (other than an Event of Default specified in
clause (j) or (k) of Section 6.01) occurs and is continuing, the Trustee by     
notice to the Company, or the Holders of at least 25% in aggregate principal    
amount of the then outstanding Notes by written notice to the Company and the   
Trustee, may declare all the Notes to be due and payable immediately. In the    
case of an Event of Default specified in clause (j) or (k) of Section 6.01, with
respect to EchoStar, the Company, any Guarantor or any Significant Subsidiary of
the Company, all outstanding Notes shall become and be immediately due and      
payable without further action or notice. Holders of the Notes may not enforce  
this Indenture or the Notes except as provided in this Indenture. The Trustee   
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of     
principal or interest) if it determines that withholding notice is in such      
Holders' interest. The Holders of a majority in aggregate principal amount of   
the then outstanding Notes by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission   
would not conflict with any judgment or decree and if all existing Events of    
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.                  

        In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company or its 
Subsidiaries with the intention of avoiding payment of the premium that the     
Company would have had to pay if the Company then had elected to redeem the     
Notes pursuant to Section 3.07, an equivalent premium shall also become and be  
immediately due and payable to the extent permitted by law.                     

   All powers of the Trustee under this Indenture will be subject to
applicable provisions of the Communications Act, including without limitation,  
the requirements of prior approval for de facto or de jure transfer of control  
or assignment of Title III licenses.                                            

SECTION 6.03. OTHER REMEDIES.                                                   

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and  
interest on the Notes or to enforce the performance of any provision of the     
Notes and this Indenture.                                                       

       The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or      
omission by the Trustee or any Holder of a Note in exercising any right or      
remedy accruing upon an Event of Default shall not                              

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impair the right or remedy or constitute a waiver of or acquiescence in the     
Event of Default. All remedies are cumulative to the extent permitted by law.   

SECTION 6.04. WAIVER OF PAST DEFAULTS.                                          

      Holders of not less than a majority in aggregate principal amount of
Notes then outstanding, by notice to the Trustee, may on behalf of the Holders  
of all of the Notes waive an existing Default or Event of Default and its       
consequences under this Indenture, except a continuing Default or Event of      
Default in the payment of the principal of, premium, if any, or interest on, the
Notes. Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose  
of this Indenture; but no such waiver shall extend to any subsequent or other   
Default or impair any right consequent thereon.                                 

SECTION 6.05.  CONTROL BY MAJORITY.                                             

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for          
exercising any remedy available to the Trustee or exercising any trust or power 
conferred on it. However, the Trustee may refuse to follow any direction that   
conflicts with the law or this Indenture that the Trustee determines may be     
unduly prejudicial to the rights of other Holders of Notes or that may involve  
the Trustee in personal liability.                                              

SECTION 6.06.  LIMITATION ON SUITS.                                             

       A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:                                                           

              (a)      the Holder of a Note gives to the Trustee written
              notice of a continuing Event of Default;

               (b)      the Holders of at least 25% in principal amount of
                          the then outstanding Notes make a written request to
       the Trustee to pursue the remedy;

                 (c)      such Holder of a Note or Holders of Notes offer and,
                    if requested, provide to the Trustee indemnity
                   satisfactory to the Trustee against any loss,
liability or expense;     

                (d)      the Trustee does not comply with the request within
                        60 days after receipt of the request and the offer
                        and, if requested, the provision of indemnity; and

                (e)      during such 60-day period the Holders of a majority
                          in principal amount of the then outstanding Notes do
                        not give the Trustee a direction inconsistent with
the request.              

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a 
Note.                                                                           

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SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.                    

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest 
on the Note, on or after the respective due dates expressed in the Note, or to  
bring suit for the enforcement of any such payment on or after such respective  
dates, shall not be impaired or affected without the consent of the Holder of   
the Note.                                                                       

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.                                       

       If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of      
principal of, premium, if any, and interest remaining unpaid on the Notes and   
interest on overdue principal and, to the extent lawful, interest and such      
further amount as shall be sufficient to cover the costs and expenses of        
collection, including the reasonable compensation, expenses, disbursements and  
advances of the Trustee, its agents and counsel.                                

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.                                 

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,         
disbursements and advances of the Trustee, its agents and counsel) and the      
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), the Company's creditors or the Company's 
property and shall be entitled and empowered to collect, receive and distribute 
any money or other property payable or deliverable on any such claims and any   
custodian in any such judicial proceeding is hereby authorized by each Holder of
a Note to make such payments to the Trustee, and in the event that the Trustee  
shall consent to the making of such payments directly to the Holders of the     
Notes, to pay to the Trustee any amount due to it for the reasonable            
compensation, expenses, disbursements and advances of the Trustee, its agents   
and counsel, and any other amounts due the Trustee under Section 7.07. To the   
extent that the payment of any such compensation, expenses, disbursements and   
advances of the Trustee, its agents and counsel, and any other amounts due the  
Trustee under Section 7.07 out of the estate in any such proceeding, shall be   
denied for any reason, payment of the same shall be secured by a Lien on, and   
shall be paid out of, any and all distributions, dividends, money, securities   
and other properties which the Holders of the Notes may be entitled to receive  
in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize 
the Trustee to authorize or consent to or accept or adopt on behalf of any      
Holder of a Note any plan of reorganization, arrangement, adjustment or         
composition affecting the Notes or the rights of any Holder of a Note thereof,  
or to authorize the Trustee to vote in respect of the claim of any Holder of a  
Note in any such proceeding.                                                    

SECTION 6.10. PRIORITIES.                                                       

      If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:                                       

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               First: to the Trustee, its agents and attorneys for amounts
        due under Section 7.07, including payment of all compensation, expense
         and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection;                             

                 Second: to Holders of Notes for amounts due and unpaid on the
      Notes for principal, premium, if any, and interest, ratably, without
      preference or priority of any kind, according to the amounts due and
   payable on the Notes for principal, premium, if any and interest,
respectively; and                                             

                  Third: to the Company or to such party as a court of competent
jurisdiction shall direct.                                    

       The Trustee may fix a record date and payment date for any payment to
Holders of Notes.                                                               

SECTION 6.11. UNDERTAKING FOR COSTS.                                            

   In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by 
it as a Trustee, a court in its discretion may require the filing by any party  
litigant in the suit of an undertaking to pay the costs of the suit, and the    
court in its discretion may assess reasonable costs, including reasonable       
attorneys' fees, against any party litigant in the suit, having due regard to   
the merits and good faith of the claims or defenses made by the party litigant. 
This Section does not apply to a suit by the Trustee, a suit by a Holder of a   
Note pursuant to Section 6.07, or a suit by Holders of more than 10% in         
principal amount of the then outstanding Notes.                                 

ARTICLE 7.

 TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.                                                

     (a)      If an Event of Default has occurred and is continuing, the
                  Trustee shall exercise such of the rights and powers vested in
             it by this Indenture, and use the same degree of care and
                  skill in their exercise, as a prudent Person would exercise or
                use under the circumstances in the conduct of his or her own
affairs.                                    

(b)      Except during the continuance of an Event of Default:

                 (i)      the duties of the Trustee shall be determined solely
                         by the express provisions of this Indenture and the
                     Trustee need perform only those duties that are
                     specifically set forth in this Indenture and no
                           others, and no implied covenants or obligations shall
                          be read into this Indenture against the Trustee; and

                 (ii)     in the absence of bad faith on its part, the Trustee
                   may conclusively rely, as to the truth of the
                    statements and the correctness of the opinions
                      expressed therein, upon certificates or opinions
furnished to the Trustee  

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                           and conforming to the requirements of this Indenture.
                         However, the Trustee shall examine the certificates
                           and opinions to determine whether or not they conform
            to the requirements of this Indenture.

       (c)      The Trustee may not be relieved from liabilities for its own
                  negligent action, its own negligent failure to act, or its own
willful misconduct, except that:            

                  (i)      this paragraph does not limit the effect of paragraph
(b) of this Section;      

             (ii)     the Trustee shall not be liable for any error of
                           judgment made in good faith by a Responsible Officer,
                           unless it is proved that the Trustee was negligent in
           ascertaining the pertinent facts; and

                (iii)    the Trustee shall not be liable with respect to any
                       action it takes or omits to take in good faith in
                         accordance with a direction received by it pursuant
to Section 6.05.          

        (d)      Whether or not therein expressly so provided, every provision
               of this Indenture that in any way relates to the Trustee is
            subject to paragraphs (a), (b), and (c) of this Section.

      (e)      No provision of this Indenture shall require the Trustee to
            expend or risk its own funds or incur any liability. The
               Trustee shall be under no obligation to exercise any of its
                rights and powers under this Indenture at the request of any
                  Holders of Notes, unless such Holder shall have offered to the
              Trustee security and indemnity satisfactory to the Trustee
against any loss, liability or expense.     

    (f)      The Trustee shall not be liable for interest on any money
                  received by it except as the Trustee may agree in writing with
               the Company. Money held in trust by the Trustee need not be
                segregated from other funds except to the extent required by
law.                                        

SECTION 7.02. RIGHTS OF TRUSTEE.                                                

       (a)      The Trustee may conclusively rely upon any document believed
               by it to be genuine and to have been signed or presented by
                the proper Person. The Trustee need not investigate any fact
or matter stated in the document.           

  (b)      Before the Trustee acts or refrains from acting, it may
                require an Officers' Certificate or an Opinion of Counsel or
                 both. The Trustee shall not be liable for any action it takes
                or omits to take in good faith in reliance on such Officers'
              Certificate or Opinion of Counsel. The Trustee may consult
                 with counsel and the advice of such counsel or any Opinion of
        Counsel shall be full and complete authorization and
             protection from liability in respect of any action taken,
            suffered or omitted by it hereunder in good faith and in
reliance thereon.                           

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         (c)      The Trustee may act through its attorneys and agents and shall
              not be responsible for the misconduct or negligence of any
agent appointed with due care.              

     (d)      The Trustee shall not be liable for any action it takes or
                  omits to take in good faith which it believes to be authorized
            or within its rights or powers conferred upon it by this
Indenture.                                  

        (e)      Unless otherwise specifically provided in this Indenture, any
                demand, request, direction or notice from the Company or any
                Guarantor shall be sufficient if signed by an Officer of the
Company or such Guarantor.                  

      (f)      The Trustee shall be under no obligation to exercise any of
              the rights or powers vested in it by this Indenture at the
                  request or direction of any of the Holders unless such Holders
            shall have offered to the Trustee reasonable security or
              indemnity against the costs, expenses and liabilities that
              might be incurred by it in compliance with such request or
direction.                                  

         (g)      Except with respect to Section 4.01, the Trustee shall have no
          duty to inquire as to the performance of the Company's
                 covenants in Article 4. In addition, the Trustee shall not be
               deemed to have knowledge of any Default or Event of Default
                  except (i) any Event of Default occurring pursuant to Sections
             4.01, 6.01(a) and 6.01(b) or (ii) any Default or Event of
            Default of which the Trustee shall have received written
notification or obtained actual knowledge.  

        (h)      Delivery of reports, information and documents to the Trustee
                 under Section 4.03 is for informational purposes only and the
           Trustee's receipt of the foregoing shall not constitute
               constructive notice of any information contained therein or
                  determinable from information contained therein, including the
           Company's or any Guarantor's compliance with any of its
covenants hereunder.                        

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.                                     

    The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any        
Affiliate of the Company with the same rights it would have if it were not      
Trustee. However, in the event that the Trustee acquires any conflicting        
interest it must eliminate such conflict within 90 days, apply to the SEC for   
permission to continue as Trustee (if any of the Notes are registered pursuant  
to the Securities Act), or resign. Any Agent may do the same with like rights   
and duties. The Trustee is also subject to Sections 7.10 and 7.11.              

SECTION 7.04. TRUSTEE'S DISCLAIMER.                                             

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be     
accountable for the Company's use of the proceeds from the Notes or any money   
paid to the Company or upon the Company's direction                             

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under any provision of this Indenture, it shall not be responsible for the use  
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any      
statement in the Notes or any other document in connection with the sale of the 
Notes or pursuant to this Indenture other than its certificate of               
authentication.                                                                 

SECTION 7.05. NOTICE OF DEFAULTS.                                               

        If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it    
occurs. Except in the case of a Default or Event of Default in payment of       
principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good    
faith determines that withholding the notice is in the interests of the Holders 
of the Notes.                                                                   

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.                       

      Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to the Holders of the Notes a
brief report dated as of such reporting date that complies with TIA Section     
313(a) (but if no event described in TIA Section 313(a) has occurred within the 
twelve months preceding the reporting date, no report need be transmitted). The 
Trustee also shall comply with TIA Section 313(b). The Trustee shall also       
transmit by mail all reports as required by TIA Section 313(c).                 

    A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock      
exchange on which any Notes are listed. The Company shall promptly notify the   
Trustee when any Notes are listed on any stock exchange.                        

SECTION 7.07. COMPENSATION AND INDEMNITY.                                       

   The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The   
Trustee's compensation shall not be limited by any law on compensation of a     
trustee of an express trust. The Company shall reimburse the Trustee promptly   
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.                                                             

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the 
acceptance or administration of its duties under this Indenture, except any such
loss, liability or expense as may be attributable to the gross negligence,      
willful misconduct or bad faith of the Trustee. The Trustee shall notify the    
Company promptly of any claim for which it may seek indemnity. Failure by the   
Trustee to so notify the Company shall not relieve the Company of its           
obligations hereunder. The Company shall defend the claim and the Trustee shall 
cooperate in the defense. The Trustee may have separate counsel and the Company 
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be     
unreasonably withheld.                                                          

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      The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.                               

  To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or   
collected by the Trustee, except that held in trust to pay principal and        
interest on particular Notes. Such Lien shall survive the satisfaction and      
discharge of this Indenture.                                                    

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(j) or (k) occurs, the expenses and the        
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any        
Bankruptcy Law.                                                                 

SECTION 7.08. REPLACEMENT OF TRUSTEE.                                           

        A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of  
appointment as provided in this Section.                                        

      The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company and obtaining the prior    
written approval of the FCC, if so required by the Communications Act, including
Section 310(d) and the rules and regulations promulgated thereunder. The Holders
of at least a majority in principal amount of the then outstanding Notes may    
remove the Trustee by so notifying the Trustee and the Company in writing. The  
Company may remove the Trustee (subject to the prior written approval of the    
FCC, if required by the Communications Act, including Section 310(d), and the   
rules and regulations promulgated thereunder) if:                               

           (a)      the Trustee fails to comply with Section 7.10;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
                        an order for relief is entered with respect to the
       Trustee under any Bankruptcy Law;

            (c)      the Trustee is no longer in compliance with the
                        foreign ownership provisions of Section 310 of the
                      Communications Act and the rules and regulations
promulgated thereunder.   

              (d)      a Custodian or public officer takes charge of the
 Trustee or its property; or

     (e)      the Trustee becomes incapable of acting.

    If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders  
of a majority in principal amount of the then outstanding Notes may appoint a   
successor Trustee to replace the successor Trustee appointed by the Company.    

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      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or   
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a 
successor Trustee.                                                              

      If the Trustee after written request by any Holder of a Note who has
been a Holder of a Note for at least six months fails to comply with Section    
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.          

A successor Trustee shall deliver a written acceptance of its 
appointment to the retiring Trustee and to the Company. Thereupon, the          
resignation or removal of the retiring Trustee shall become effective, and the  
successor Trustee shall have all the rights, powers and duties of the Trustee   
under this Indenture. The successor Trustee shall mail a notice of its          
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums  
owing to the Trustee hereunder have been paid and subject to the Lien provided  
for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for   
the benefit of the retiring Trustee.                                            

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.                                 

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,   
the successor corporation without any further act shall be the successor        
Trustee.                                                                        

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.                                    

  There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of 
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall be subject to supervision or examination by federal or     
state authority and shall have a combined capital and surplus of at least $25   
million as set forth in its most recent published annual report of condition.   

This Indenture shall always have a Trustee who satisfies the  
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to   
TIA Section 310(b).                                                             

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.                

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been   
removed shall be subject to TIA Section 311(a) to the extent indicated therein. 

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ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.         

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, with respect to  
the Notes, elect to have either Section 8.02 or 8.03 be applied to all          
outstanding Notes upon compliance with the conditions set forth below in this   
Article 8.                                                                      

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.                                   

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.02, the Company shall be deemed to have been discharged from  
its obligations with respect to all outstanding Notes on the date the conditions
set forth below are satisfied (hereinafter, "Legal Defeasance"). For this       
purpose, such Legal Defeasance means that the Company shall be deemed to have   
paid and discharged the entire Indebtedness represented by the outstanding      
Notes, which shall thereafter be deemed to be "outstanding" only for the        
purposes of Section 8.05 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such   
Notes and this Indenture (and the Trustee, on demand of and at the expense of   
the Company, shall execute proper instruments acknowledging the same), except   
for the following which shall survive until otherwise terminated or discharged  
hereunder: (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when   
such payments are due, or on the redemption date, as the case may be, (b) the   
Company's obligations with respect to such Notes under Sections 2.05, 2.07,     
2.08, 2.10, 2.11 and 4.02, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith  
and (d) this Article 8. Subject to compliance with this Article 8, the Company  
may exercise its option under this Section 8.02 notwithstanding the prior       
exercise of its option under Section 8.03 with respect to the Notes.            

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SECTION 8.03. COVENANT DEFEASANCE.                                              

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company shall be released from its obligations under  
the covenants contained in Sections 3.09, 4.03, 4.04, 4.07, 4.08, 4.09, 4.10,   
4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.20, 4.21 and 5.01 with respect to the     
outstanding Notes on and after the date the conditions set forth below are      
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter  
be deemed not "outstanding" for the purposes of any direction, waiver, consent  
or declaration or act of Holders (and the consequences of any thereof) in       
connection with such covenants, but shall continue to be deemed "outstanding"   
for all other purposes hereunder (it being understood that such Notes shall not 
be deemed outstanding for GAAP purposes). For this purpose, such Covenant       
Defeasance means that, with respect to the outstanding Notes, the Company may   
omit to comply with and shall have no liability in respect of any term,         
condition or limitation set forth in any such covenant, whether directly or     
indirectly, by reason of any reference elsewhere herein to any such covenant or 
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(c), but, except as specified above,   
the remainder of this Indenture and such Notes shall be unaffected thereby. In  
addition, upon the Company's exercise under Section 8.01 of the option          
applicable to this Section 8.03, Sections 6.01(c) through 6.01(h) shall not     
constitute Events of Default.                                                   

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.                       

    The following shall be the conditions to the application of either
Section 8.02 or Section 8.03 to the outstanding Notes:                          

            (a)      The Company shall irrevocably have deposited or
                         caused to be deposited with the Trustee (or another
                         trustee satisfying the requirements of Section 7.10
                           who shall agree to comply with the provisions of this
                         Article 8 applicable to it) as trust funds in trust
                       for the purpose of making the following payments,
                         specifically pledged as security for, and dedicated
                          solely to, the benefit of the Holders of such Notes,
                 (i) cash in U.S. Dollars, (ii) non-callable
                       Government Securities which through the scheduled
                          payment of principal and interest in respect thereof
                      in accordance with their terms will provide, not
                   later than one day before the due date of any
                           payment, cash in U.S. Dollars, or (iii) a combination
                        thereof, in such amounts, as will be sufficient in
                          each case, in the opinion of a nationally recognized
                           firm of independent public accountants expressed in a
                    written certification thereof delivered to the
                      Trustee, to pay and discharge and which shall be
                          applied by the Trustee (or other qualifying trustee)
                         to pay and discharge (A) the principal of, premium,
                          if any, and interest on the outstanding Notes on the
                           stated maturity or on the applicable redemption date,
                          as the case may be, of such principal or installment
                        of principal, premium, if any, or interest and (B)
                      any mandatory sinking fund payments or analogous
                         payments applicable to the outstanding Notes on the
                       day on which such payments are due and payable in
                        accordance with the terms of this Indenture and of
                      such Notes; provided that the Trustee shall have

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                        been irrevocably instructed to apply such money or
                  the proceeds of such non-callable Government
                     Securities to said payments with respect to the
Notes;                    

               (b)      In the case of an election under Section 8.02, the
                    Company shall have delivered to the Trustee an
                        Opinion of Counsel in the United States reasonably
                         satisfactory to the Trustee confirming that (i) the
                  Company has received from, or there has been
                         published by, the Internal Revenue Service a ruling
                     or (ii) since the date hereof, there has been a
                         change in the applicable federal income tax law, in
                       either case to the effect that, and based thereon
                         such opinion shall confirm that, the Holders of the
                          outstanding Notes will not recognize income, gain or
                         loss for federal income tax purposes as a result of
                          such Legal Defeasance and will be subject to federal
                        income tax on the same amounts, in the same manner
                          and at the same times as would have been the case if
             such Legal Defeasance had not occurred;

               (c)      In the case of an election under Section 8.03, the
                    Company shall have delivered to the Trustee an
                        Opinion of Counsel in the United States reasonably
                        satisfactory to the Trustee to the effect that the
                         Holders of the outstanding Notes will not recognize
                          income, gain or loss for federal income tax purposes
                         as a result of such Covenant Defeasance and will be
                           subject to federal income tax on the same amounts, in
                         the same manner and at the same times as would have
                       been the case if such Covenant Defeasance had not
occurred;                 

               (d)      No Default or Event of Default with respect to the
                        Notes shall have occurred and be continuing on the
                           date of such deposit or, in so far as Section 6.01(j)
                        or 6.01(k) is concerned, at any time in the period
                           ending on the 91st day after the date of such deposit
                           (it being understood that this condition shall not be
                   deemed satisfied until the expiration of such
period);                  

               (e)      Such Legal Defeasance or Covenant Defeasance shall
                           not result in a breach or violation of, or constitute
                           a default under, this Indenture or any other material
                         agreement or instrument to which the Company or any
                    of its Subsidiaries is a party or by which the
                  Company or any of its Subsidiaries is bound;

               (f)      The Company shall have delivered to the Trustee an
                         Officers' Certificate stating that the deposit made
                           by the Company pursuant to its election under Section
                       8.02 or 8.03 was not made by the Company with the
                     intent of preferring the Holders over any other
                    creditors of the Company or with the intent of
                  defeating, hindering, delaying or defrauding
             creditors of the Company or others; and

               (g)      The Company shall have delivered to the Trustee an
                        Officers' Certificate and an Opinion of Counsel in
              the United States, each stating that all

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                  conditions precedent provided for relating to either the Legal
                  Defeasance under Section 8.02 or the Covenant Defeasance under
                Section 8.03 (as the case may be) have been complied with as
contemplated by this Section 8.04.          

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;    
OTHER MISCELLANEOUS PROVISIONS.                                                 

         Subject to Section 8.06, all money and Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,  
collectively for purposes of this Section 8.05, the "Trustee") pursuant to      
Section 8.04 in respect of the outstanding Notes shall be held in trust and     
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent          
(including the Company or a Guarantor acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due       
thereon in respect of principal, premium, if any, and interest, but such money  
need not be segregated from other funds except to the extent required by law.   

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities   
deposited pursuant to Section 8.04 or the principal and interest received in    
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.                            

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the   
Company any money or Government Securities held by it as provided in Section    
8.04 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the       
Trustee (which may be the opinion delivered under Section 8.04(a)), are in      
excess of the amount thereof which would then be required to be deposited to    
effect an equivalent Legal Defeasance or Covenant Defeasance.                   

SECTION 8.06. REPAYMENT TO COMPANY.                                             

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,  
or interest on any Note and remaining unclaimed for two years after such        
principal, and premium, if any, or interest has become due and payable shall be 
paid to the Company on its request or (if then held by the Company) shall be    
discharged from such trust; and the Holder of such Note shall thereafter, as a  
secured creditor, look only to the Company for payment thereof, and all         
liability of the Trustee or such Paying Agent with respect to such trust money, 
and all liability of the Company as trustees thereof, shall thereupon cease;    
provided, however, that the Trustee or such Paying Agent, before being required 
to make any such repayment, may at the expense of the Company cause to be       
published once, in the New York Times and The Wall Street Journal (national     
edition), notice that such money remains unclaimed and that, after a date       
specified therein, which shall not be less than 30 days from the date of such   
notification or publication, any unclaimed balance of such money then remaining 
will be repaid to the Company.                                                  

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SECTION  8.07.  REINSTATEMENT.                                                  

     If the Trustee or Paying Agent is unable to apply any United States
Dollars or Government Notes in accordance with Section 8.02 or 8.03, as the case
may be, by reason of any order or judgment of any court or governmental         
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Notes shall be revived   
and reinstated as though no deposit had occurred pursuant to Section 8.02 or    
8.03 until such time as the Trustee or Paying Agent is permitted to apply all   
such money in accordance with Section 8.02 or 8.03, as the case may be;         
provided, however, that, if the Company makes any payment of principal of,      
premium, if any, or interest on any Note following the reinstatement of its     
obligations, the Company shall be subrogated to the rights of the Holders of    
such Notes to receive such payment from the money held by the Trustee or Paying 
Agent.                                                                          

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.                              

  Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or 
the Guarantees without the consent of any Holder of a Note:                     

       (a) to cure any ambiguity, defect or inconsistency;

            (b) to provide for uncertificated Notes or Guarantees in
                addition to or in place of certificated Notes or the
Guarantees;                         

           (c) to provide for the assumption of the Company's or a
                      Guarantor's obligations to the Holders of the Notes in the
                   case of a merger or consolidation pursuant to Article 5
                      with respect to the Company and pursuant to Section 10.03,
with respect to the Guarantors;     

            (d) to make any change that would provide any additional
                 rights or benefits to the Holders of the Notes or the
                  Guarantees or that does not adversely affect the legal
           rights hereunder of any Holder of the Notes; or

                 (e) to comply with requirements of the SEC in order to effect
                     or maintain the qualification of this Indenture under the
TIA.                                

    Upon the request of the Company accompanied by a resolution of the
Board of Directors of the Company and upon receipt by the Trustee of the        
documents described in Section 11.04, the Trustee shall join with the Company in
the execution of any amended or supplemental Indenture authorized or permitted  
by the terms of this Indenture and to make any further appropriate agreements   
and stipulations which may be therein contained, but the Trustee shall not be   
obligated to enter into such amended or supplemental Indenture which affects its
own rights, duties or immunities under this Indenture or otherwise.             

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SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.                                 

      The Company, Guarantors and the Trustee may amend or supplement this
Indenture and the Notes, the Guarantees or any amended or supplemental Indenture
with the written consent of the Holders of Notes of at least a majority in      
aggregate principal amount of the Notes then outstanding (including consents    
obtained in connection with a tender offer or exchange offer for the Notes), and
any existing Default and its consequences or compliance with any provision of   
this Indenture or the Notes may be waived with the consent of the Holders of a  
majority in principal amount of the then outstanding Notes (including consents  
obtained in connection with a tender offer or exchange offer for the Notes).    
Notwithstanding the foregoing, (a) Sections 3.09, 4.10, and 4.15 of this        
Indenture (including, in each case, the related definitions) may not be amended 
or waived without the written consent of at least 66-2/3% in principal amount   
of the Notes then outstanding (including consents obtained in connection with a 
tender offer or exchange offer for the Notes) and (b) without the consent of    
each Holder affected, an amendment or waiver may not (with respect to any Notes 
held by a non-consenting Holder of Notes):                                      

               (i)    reduce the aggregate principal amount of Notes whose
                     Holders must consent to an amendment, supplement or
waiver;                       

                  (ii)   reduce the principal of or change the fixed maturity of
                      any Note or alter the provisions with respect to the
redemption of the Notes;      

               (iii)  reduce the rate of or change the time for payment of
interest on any Note;         

                (iv)   waive a Default or Event of Default in the payment of
                     principal of or premium, if any, or interest on the
                         Notes (except a rescission of acceleration of the Notes
                    by the Holders of at least a majority in aggregate
                      principal amount of the then outstanding Notes and a
                       waiver of the payment default that resulted from such
acceleration);                

                (v)    make any Note payable in money other than that stated
in the Notes;                 

              (vi)   make any change in the provisions of this Indenture
                       relating to waivers of past Defaults or the rights of
                         Holders of Notes to receive payments of principal of or
interest on the Notes;        

                  (vii)  waive a redemption payment with respect to any Note; or

                (viii) make any change in the foregoing amendment and waiver
provisions.                   

    Upon the request of the Company accompanied by a resolution of the
Board of Directors of the Company, and upon the filing with the Trustee of      
evidence satisfactory to the Trustee of the consent of the Holders of Notes as  
aforesaid, and upon receipt by the Trustee of the documents described in Section
11.04, the Trustee shall join with the Company in the execution of such amended 
or supplemental Indenture unless such amended or supplemental Indenture affects 
the Trustee's own rights, duties or immunities under this Indenture or          
otherwise, in which case the Trustee may in its discretion, but shall not be    
obligated to, enter into such amended or supplemental Indenture.                

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         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or   
waiver, but it shall be sufficient if such consent approves the substance       
thereof.                                                                        

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a    
notice briefly describing the amendment, supplement or waiver. Any failure of   
the Company to mail such notice, or any defect therein, shall not, however, in  
any way impair or affect the validity of any such amended or supplemental       
Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a        
majority in aggregate principal amount of the Notes then outstanding may waive  
compliance in a particular instance by the Company with any provision of this   
Indenture or the Notes.                                                         

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.                              

        Every amendment or supplement to this Indenture and the Notes shall be
set forth in an amended or supplemental Indenture that complies with the TIA as 
then in effect.                                                                 

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.                                

       Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and 
every subsequent Holder of a Note or portion of a Note that evidences the same  
debt as the consenting Holder's Note, even if notation of the consent is not    
made on any Note. However, any such Holder of a Note or subsequent Holder of a  
Note may revoke the consent as to its Note if the Trustee receives written      
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance   
with its terms and thereafter binds every Holder of a Note.                     

        The Company may fix a record date for determining which Holders of the
Notes must consent to such amendment, supplement or waiver. If the Company fixes
a record date, the record date shall be fixed at (i) the later of 30 days prior 
to the first solicitation of such consent or the date of the most recent list of
Holders of Notes furnished to the Trustee prior to such solicitation pursuant to
Section 2.05 or (ii) such other date as the Company shall designate.            

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.                                 

   The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in       
exchange for all Notes may issue and the Trustee shall authenticate new Notes   
that reflect the amendment, supplement or waiver.                               

        Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.         

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.                                  

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely    
affect the rights, duties, liabilities or                                       

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immunities of the Trustee. The Company may not sign any amended or supplemental 
Indenture until its Board of Directors approves it.                             

 ARTICLE 10.

GUARANTEES

SECTION 10.01. GUARANTEE.                                                       

       Each of the Guarantors, jointly and severally, hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee  
and to the Trustee and its successors and assigns, irrespective of the validity 
and enforceability of this Indenture, the Notes or the Obligations of the       
Company hereunder or thereunder, that: (a) the principal of and interest on the 
Notes will be promptly paid in full when due, whether at maturity, by           
acceleration, redemption or otherwise, and interest on the overdue principal of 
and interest on the Notes, if any, if lawful, and all other obligations of the  
Company to the Holders or the Trustee hereunder or thereunder will be promptly  
paid in full or performed, all in accordance with the terms hereof and thereof; 
and (b) in case of any extension of time of payment or renewal of any Notes or  
any of such other obligations, that same will be promptly paid in full when due 
or performed in accordance with the terms of the extension or renewal, whether  
at stated maturity, by acceleration or otherwise. Failing payment when due of   
any amount so guaranteed or any performance so guaranteed for whatever reason,  
each of the Guarantors, jointly and severally, will be obligated to pay the same
immediately. Each of the Guarantors, jointly and severally, hereby agrees that  
its obligations hereunder shall be unconditional, irrespective of the validity, 
regularity or enforceability of the Notes or this Indenture, the absence of any 
action to enforce the same, any waiver or consent by any Holder of the Notes    
with respect to any provisions hereof or thereof, the recovery of any judgment  
against the Company, any action to enforce the same or any other circumstance   
which might otherwise constitute a legal or equitable discharge or defense of a 
Guarantor. Each of the Guarantors, jointly and severally, hereby waives         
diligence, presentment, demand of payment, filing of claims with a court in the 
event of insolvency or bankruptcy of the Company, any right to require a        
proceeding first against the Company, protest, notice (except that the Trustee  
shall provide at least ten days' prior written notice to the Company on behalf  
of the Guarantors before taking any action for which the Communications Act     
and/or the FCC rules require such notice and which right to notice is not       
waivable by any Guarantor) and all demands whatsoever and covenant that this    
Guarantee will not be discharged except by complete performance of the          
obligations guaranteed hereby. If any Holder or the Trustee is required by any  
court or otherwise to return to the Company or any Guarantor, or any custodian, 
trustee, liquidator or other similar official acting in relation to either the  
Company or any Guarantor any amount paid by either the Trustee or such Holder,  
this Guarantee, to the extent theretofore discharged, shall be reinstated in    
full force and effect. each of the Guarantors, jointly and severally, agrees    
that it shall not be entitled to any right of subrogation in relation to the    
Holders in respect of any obligations guaranteed hereby. Each of the Guarantors,
jointly and severally, further agrees that, as between such Guarantor, on the   
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity  
of the Obligations guaranteed hereby may be accelerated as provided in Article 6
for the purposes of this Guarantee, notwithstanding any stay, injunction or     
other prohibition preventing such acceleration in respect of the obligations    
guaranteed hereby, and (y) in the event of any declaration of acceleration of   
such obligations as                                                             

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provided in Article 6, such obligations (whether or not due and payable) shall  
forthwith become due and payable by each Guarantor for the purpose of this      
Guarantee.                                                                      

      Notwithstanding the foregoing, in the event that any Guarantee would
constitute or result in a violation of any applicable fraudulent conveyance or  
similar law of any relevant jurisdiction, the liability of the applicable       
Guarantor under its Guarantee shall be reduced to the maximum amount permissible
under such fraudulent conveyance or similar law.                                

      Nothing contained in this Section 10.01 shall apply to claims of, or
payments to, the Trustee under or pursuant to the provisions of Section 7.07.   

         Nothing in this Section 10.01 or elsewhere in this Indenture, the Notes
or the Guarantees, shall impair, as between any Guarantor and the Holder of any 
Note, the obligation of such Guarantor, which is unconditional and absolute, to 
pay to the Holder thereof the principal of, premium, if any, and interest on the
Notes in accordance with their terms and the terms of the Guarantee and this    
Indenture, nor shall anything herein or therein prevent the Trustee or the      
Holder of any Note from exercising all remedies otherwise permitted by          
applicable law or hereunder or thereunder upon the occurrence of an Event of    
Default.                                                                        

SECTION 10.02. EXECUTION AND DELIVERY OF GUARANTEES.                            

      To evidence its Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form of    
Exhibit B shall be endorsed by an officer of such Guarantor on each Note        
authenticated and delivered by the Trustee and that this Indenture shall be     
executed on behalf of such Guarantor by its president or one of its vice        
presidents and attested to by an Officer.                                       

       Each of the Guarantors, jointly and severally, hereby agrees that its
Guarantee set forth in Section 10.01 shall remain in full force and effect      
notwithstanding any failure to endorse on each Note a notation of such          
Guarantee.                                                                      

         If an officer or Officer whose signature is on this Indenture or on the
Guarantee of a Guarantor no longer holds that office at the time the Trustee    
authenticates the Note on which the Guarantee of such Guarantor is endorsed, the
Guarantee of such Guarantor shall be valid nevertheless.                        

   The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees set forth in 
this Indenture on behalf of the Guarantors.                                     

SECTION 10.03. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.              

     Subject to Section 10.04, a Guarantor may not, consolidate or merge
with or into (whether or not such Guarantor is the surviving entity), or sell,  
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to, another     
Person other than the Company or another Guarantor unless:                      

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         (a)      such Guarantor is the surviving Person or the Person formed by
                or surviving any such consolidation or merger (if other than
                such Guarantor) or to which such sale, assignment, transfer,
                  lease, conveyance or other disposition shall have been made is
             a corporation organized or existing under the laws of the
                 United States, any state thereof or the District of Columbia;

      (b)      the Person formed by or surviving any such consolidation or
                merger (if other than such Guarantor) or the Person to which
               such sale, assignment, transfer, lease, conveyance or other
                disposition shall have been made assumes all the obligations
              of such Guarantor, pursuant to a supplemental indenture in
                form reasonably satisfactory to the Trustee, under the Notes
and this Indenture;                         

    (c)      immediately after such transaction no default or Event of
Default exists; and                         

    (d)      the Company shall have Consolidated Net Worth immediately
        after the transaction (after any purchase accounting
                adjustments or accrual of deferred tax liabilities resulting
                  from the transaction) not less than the Consolidated Net Worth
         of the Company immediately preceding the transaction.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor corporation, by Supplemental Indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of any    
Guarantee previously signed by the Guarantor and the due and punctual           
performance of all of the covenants and conditions of this Indenture to be      
performed by the Guarantor, such successor corporation shall succeed to and be  
substituted for the Guarantor with the same effect as if it had been named      
herein as a Guarantor. Such successor corporation thereupon may cause to be     
signed any or all of the Guarantees to be issuable hereunder by such Guarantor  
and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Guarantees     
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution of
such Guarantee by such Guarantor.                                               

    Except as set forth in Articles 4 and 5, nothing contained in this
Indenture shall prevent any consolidation or merger of a Guarantor with or into 
the Company or shall prevent any sale or conveyance of the property of a        
Guarantor as an entirety or substantially as an entirety to the Company or      
another Guarantor that is a Restricted Subsidiary of the Company.               

SECTION 10.04. RELEASES FROM GUARANTEES.                                        

         If pursuant to any sale of assets (including, if applicable, all of the
capital stock of any Guarantor) or other disposition by way of merger,          
consolidation or otherwise the assets sold include all or substantially all of  
the assets of any Guarantor or all of the capital stock of any such Guarantor,  
then such Guarantor (in the event of a sale or other disposition of all of the  
capital stock of such Guarantor) or the Person acquiring the property (in the   
event of a sale or other disposition of all or substantially all of the assets  
of such Guarantor) shall be released and relieved of its obligations under its  
Guarantee or Section 10.03, as the case may be; provided that in the event of an
Asset Sale, the Net Proceeds from such sale or other disposition are applied in 
accordance with the provisions of Section 4.10. In addition, a Guarantor shall  
be released and relieved of its                                                 

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obligations under its Guarantee or Section 10.03, as the case may be (1) if such
Guarantor is dissolved or liquidated in accordance with the provisions of this  
Indenture; (2) if the Company designates any such Guarantor as an Unrestricted  
Subsidiary in compliance with the terms of this Indenture; or (3) without       
limiting the generality of the foregoing, in the case of ETC or any Guarantor   
which constitutes a Non-Core Asset, upon the sale or other disposition of any   
Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset,    
respectively. Upon delivery by the Company to the Trustee of an Officers'       
Certificate and an Opinion of Counsel to the effect that such sale or other     
disposition was made by the Company in accordance with the provisions of this   
Indenture, including without limitation Section 4.10 or 4.21 if applicable, the 
Trustee shall execute any documents reasonably required in order to evidence the
release of any such Guarantor from its obligations under its Guarantee. Any such
Guarantor not released from its obligations under its Guarantee shall remain    
liable for the full amount of principal of and interest on the Notes and for the
other obligations of such Guarantor under this Indenture as provided in this    
Article 10.                                                                     

 ARTICLE 11.

 MISCELLANEOUS

SECTION 11.01. TRUST INDENTURE ACT CONTROLS.                                    

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.     

SECTION 11.02. NOTICES.                                                         

        Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in Person or mailed by first class    
mail (registered or certified, return receipt requested), telex, telecopier or  
overnight air courier guaranteeing next day delivery, to the other's address:   

If to the Company:                                                              

EchoStar DBS Corporation                                      
5701 South Santa Fe Drive                                     
Littleton, Colorado 80120                                     
Telecopier No.:  (303) 723-1699                               
Attention: David K. Moskowitz, Esq.                           

With a copy to:                                                                 

Freidlob Sanderson Paulson & Tourtillott, LLC                 
1775 Sherman Street, Twenty-First Floor                       
Denver, Colorado  80203                                       
Telecopier No.: (303) 595-3159                                
Attention: John W. Kellogg, Esq.                              

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If to the Trustee:                                                              

U.S. Bank National Association                                
180 East Fifth Street                                         
Saint Paul, Minnesota 55101                                   
Telecopier No:  (651) 244-0711                                
Attention:  Corporate Trust Administration                    

  The Company or the Trustee, by notice to the other may designate
additional or different addresses for subsequent notices or communications.     

     All notices and communications (other than those sent to Holders of
Notes) shall be deemed to have been duly given: at the time delivered by hand,  
if personally delivered; five Business Days after being deposited in the mail,  
postage prepaid, if mailed; when answered back, if telexed; when receipt        
acknowledged, if telecopied; and the next Business Day after timely delivery to 
the courier, if sent by overnight air courier guaranteeing next day delivery.   

      Any notice or communication to a Holder of a Note shall be mailed by
first class mail, certified or registered, return receipt requested, or by      
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so    
mailed to any Person described in TIA Section 313(c), to the extent required by 
the TIA. Failure to mail a notice or communication to a Holder of a Note or any 
defect in it shall not affect its sufficiency with respect to other Holders of  
Notes.                                                                          

     If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee      
receives it.                                                                    

        If the Company mails a notice or communication to Holders of Notes, it
shall mail a copy to the Trustee and each Agent at the same time.               

SECTION 11.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.   

     Holders of the Notes may communicate pursuant to TIA Section 312(b)
with other Holders of Notes with respect to their rights under this Indenture or
the Notes. The Company, the Trustee, the Registrar and anyone else shall have   
the protection of TIA Section 312(c).                                           

SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.              

       Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:      

       (a)         an Officers' Certificate in form and substance reasonably
                     satisfactory to the Trustee stating that, in the opinion of
                 the signers, all conditions precedent and covenants, if
             any, provided for in this Indenture relating to the
  proposed action have been satisfied; and

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 (b)      an Opinion of Counsel in form and substance reasonably
               satisfactory to the Trustee stating that, in the opinion of
                  such counsel, all such conditions precedent and covenants have
been satisfied.                             

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.                   

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided   
pursuant to TIA Section 314(a)(4)) shall include:                               

         (a)      a statement that the Person making such certificate or opinion
has read such covenant or condition;        

(b)      a brief statement as to the nature and scope of the  
             examination or investigation upon which the statements or
                opinions contained in such certificate or opinion are based;

         (c)      a statement that, in the opinion of such Person, he or she has
             made such examination or investigation as is necessary to
                  enable him or her to express an informed opinion as to whether
             or not such covenant or condition has been satisfied; and

   (d)      a statement as to whether or not, in the opinion of such
          Person, such condition or covenant has been satisfied.

SECTION 11.06. RULES BY TRUSTEE AND AGENTS.                                     

        The Trustee may make reasonable rules for action by or at a meeting of
Holders of Notes. The Registrar or Paying Agent may make reasonable rules and   
set reasonable requirements for its functions.                                  

SECTION 11.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,         
INCORPORATORS AND STOCKHOLDERS.                                                 

    No director, officer, employee, incorporator or stockholder of the
Company, or any of its Affiliates, as such, shall have any liability for any    
obligations of the Company, and any of its Affiliates under the Notes, or this  
Indenture or for any claim based on, in respect of, or by reason of, such       
obligations or their creation. Each Holder of the Notes by accepting a Note     
waives and releases all such liability. The waiver and release are part of the  
consideration for issuance of the Notes. Such waiver may not be effective to    
waive liabilities under the federal securities laws and it is the view of the   
SEC that such waiver is against public policy.                                  

SECTION 11.08. GOVERNING LAW.                                                   

       The internal law of the State of New York shall govern and be used to
construe this Indenture, the Notes and the Guarantees.                          

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SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.                   

        This Indenture may not be used to interpret another indenture, loan or
debt agreement of EchoStar, the Company or any of their respective Subsidiaries.
Any such indenture, loan or debt agreement may not be used to interpret this    
Indenture.                                                                      

SECTION 11.10. SUCCESSORS.                                                      

     All agreements of the Company in this Indenture and the Notes shall
bind the successors of the Company. All agreements of the Trustee in this       
Indenture shall bind its successor.                                             

SECTION 11.11. SEVERABILITY.                                                    

  In case any provision in this Indenture or in the Notes 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 11.12. COUNTERPART ORIGINALS.                                           

   The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same   
agreement.                                                                      

SECTION 11.13. TABLE OF CONTENTS, HEADINGS, ETC.                                

         The Table of Contents and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be   
considered a part of this Indenture and shall in no way modify or restrict any  
of the terms or provisions hereof.                                              

[Signatures on following page]

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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.                       

       ECHOSTAR DBS CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
             Name:  David K. Moskowitz
                 Title: Senior Vice President,
                               General Counsel and Secretary

                ECHOSTAR TECHNOLOGIES CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

               DISH NETWORK SERVICE CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

         ECHOSTAR SPACE CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

             ECHOSTAR SATELLITE CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

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     ECHOSPHERE CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

    ECHOSTAR INTERNATIONAL
                 CORPORATION, a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

       ECHOSTAR INDONESIA, INC.,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

          ECHO ACCEPTANCE CORPORATION,
    a Colorado corporation

By:               
                                  ----------------------------------------------
Name:       
Title:      

             U.S. BANK NATIONAL ASSOCIATION,
as Trustee        

By:   
                                        ----------------------------------------
                          Name:  Lori-Anne Rosenberg
                               Title: Assistant Vice President

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                     [ADD GUARANTOR'S SIGNATURE]

By:   
                                        ----------------------------------------

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                                                                       EXHIBIT A
[FACE OF NOTE]

10 3/8% Senior Note due 2007                                                    

Cert. No.                                                                       
CUSIP No.                                                                       

EchoStar DBS Corporation                                                        

promises to pay to                                                              

---------------                                                                 

or its registered assigns                                                       

the principal sum of                                                            
--------------                        

Dollars on October 1, 2007                                                      

Interest Payment Dates:  April 1 and October 1, commencing October 1, 2002      

Record Dates: March 15 and September 15 (whether or not a Business Day).        

 IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.                                                                       

Dated:                                                                          
-----------                                                         

    ECHOSTAR DBS CORPORATION

By:                 
                   ---------------------------------
Title:        

By:                 
                   ---------------------------------
Title:        

(SEAL)                                                                          

This is one of the Notes                                                        
referred to in the within-                                                      
mentioned Indenture:                                                            

U.S. Bank National Association, as Trustee                                      

By:                                                                             
------------------------                                              
Authorized Signatory                                                  

Dated:                                                                          
-----------                                                         

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(Back of Note)

         Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated                         

   (a)     Interest. EchoStar DBS Corporation, a Colorado corporation (the
          "Company") promises to pay interest on the principal amount of
             this Note at the rate and in the manner specified below. Interest
              will accrue at 10 3/8% per annum and will be payable semi-annually
            in cash on each April 1 and October 1, commencing April 1, 2003,
           or if any such day is not a Business Day on the next succeeding
        Business Day (each an "Interest Payment Date") to Holders of
           record of the Notes at the close of business on the immediately
          preceding March 15 and September 15, whether or not a Business
         Day. Interest will be computed on the basis of a 360-day year
              consisting of twelve 30-day months. Interest shall accrue from the
       most recent date to which interest has been paid Commencing
         October 2, 2002. As if the Notes had been outstanding on such
         date. To the extent lawful, the Company shall pay interest on
              overdue principal at the rate of the then applicable interest rate
          on the Notes; it shall pay interest on overdue installments of
            interest (without regard to any applicable grace periods) at the
same rate to the extent lawful.                     

 (b)     Method of Payment. The Company will pay interest on the Notes
         (except defaulted interest) to the Persons who are registered
             Holders of Notes at the close of business on the record date next
       preceding the Interest Payment Date, even if such Notes are
          canceled after such record date and on or before such Interest
         Payment Date. The Holder hereof must surrender this Note to a
            Paying Agent to collect principal payments. The Company will pay
            principal and interest in money of the United States that at the
             time of payment is legal tender for payment of public and private
              debts. The Notes will be payable both as to principal and interest
              at the office or agency of the Company maintained for such purpose
             or, at the option of the Company, payment of interest may be made
       by check mailed to the Holders of Notes at their respective
           addresses set forth in the register of Holders of Notes. Unless
        otherwise designated by the Company, the Company's office or
        agency will be the office of the Trustee maintained for such
purpose.                                            

  (c)     Paying Agent and Registrar. Initially, the Trustee will act as
         Paying Agent and Registrar. The Company may change any Paying
        Agent, Registrar or co-registrar without prior notice to any
       Holder of a Note. The Company may act in any such capacity.

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     (d)     Indenture. The Company issued the Notes under an Indenture, dated
            as of November 4, 2002 (the "Indenture"), among the Company, the
            Guarantors and the Trustee. The terms of the Notes include those
           stated in the Indenture and those made part of the Indenture by
             reference to the Trust Indenture Act of 1939, as amended (15 U.S.
        Code Sections 77aaa-77bbbb), as in effect on the date of the
              Indenture. The Notes are subject to all such terms, and Holders of
            Notes are referred to the Indenture and such act for a statement
      of such terms. The terms of the Indenture shall govern any
              inconsistencies between the Indenture and the Notes. The Notes are
unsecured obligations of the Company.               

      (e)     Optional Redemption. Except as provided in the next paragraph, the
         Notes will not be redeemable at the Company's option prior to
     October 1, 2004. Thereafter, the Notes will be subject to
              redemption at the option of the Company, in whole or in part, upon
             not less than 30 nor more than 60 days' notice, at the redemption
           prices (expressed as percentages of principal amount) set forth
           below, together with accrued and unpaid interest thereon to the
              applicable redemption date, if redeemed during the 12-month period
beginning on October 1 of the years indicated below:

                                                                [Download Table]

YEAR                                                 PERCENTAGE
----                                                 ----------
                                                               
2004................................................  105.188% 
2005................................................  102.594% 
2006................................................  100.000% 

    Notwithstanding the foregoing, at any time prior to October 1, 2003, the
Company may redeem up to 35% of the aggregate principal amount of the Notes     
outstanding at a redemption price equal to 110.375% of the principal amount     
thereof on the repurchase date, together with accrued and unpaid interest to    
such repurchase date, with the net cash proceeds of one or more public or       
private sales (including sales to EchoStar, regardless of whether EchoStar      
obtained such funds from an offering of Equity Interests or Indebtedness of     
EchoStar or otherwise) of Equity Interests (other than Disqualified Stock) of   
the Company (other than proceeds from a sale to any Subsidiary of the Company or
any employee benefit plan in which the Company or any of its Subsidiaries       
participates); provided that: (a) at least 65% in aggregate principal amount of 
the Notes originally issued remain outstanding immediately after the occurrence 
of such redemption; and (b) the sale of such Equity Interests is made in        
compliance with the terms of the Indenture.                                     

      (f)     Repurchase at Option of Holder. Upon the occurrence of a Change of
             Control, the Company will be required to offer to purchase on the
              Change of Control Payment Date all outstanding Notes at a purchase
          price equal to 101% of the aggregate principal amount thereof,
            together with accrued and unpaid interest thereon to the date of
      purchase. Holders of Notes that are subject to an offer to
            purchase will receive a Change of Control Offer from the Company
             prior to any related Change of Control Payment Date and may elect
        to have such Notes purchased by completing the form entitled
 "Option of Holder to Elect Purchase" appearing below.

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    When the cumulative amount of Excess Proceeds that have not been applied
in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of          
Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds)
of the Indenture, exceeds $25 million, the Company will be required to offer to 
purchase the maximum principal amount of Notes that may be purchased out of such
Excess Proceeds at an offer price in cash in an amount equal to 101% of the     
principal amount thereof, together with accrued and unpaid interest thereon to  
the date of purchase. To the extent the Company or a Restricted Subsidiary is   
required under the terms of Indebtedness of the Company or such Restricted      
Subsidiary which is pari passu with, or (in the case of any secured             
Indebtedness) senior with respect to such collateral to, the Notes with any     
proceeds which constitute Excess Proceeds under the Indenture, the Company shall
make a pro rata offer to the holders of all other pari passu Indebtedness       
(including the Notes) with such proceeds. If the aggregate principal amount of  
Notes and other pari passu Indebtedness surrendered by holders thereof exceeds  
the amount of such Excess Proceeds, the Trustee shall select the Notes and other
pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes   
that are subject to an offer to purchase will receive a Excess Proceeds Offer   
from the Company prior to any related Purchase Payment Date and may elect to    
have such Notes purchased by completing the form entitled "Option of Holder to  
Elect Purchase" appearing below.                                                

 (g)     Notice of Redemption. Notice of redemption shall be mailed at
          least 30 days but not more than 60 (or at least 3 days but not
             more than 10 days notice with respect to a redemption pursuant to
         Subsection (f) above) days before the redemption date to each
            Holder whose Notes are to be redeemed at its registered address.
        Notes may be redeemed in part but only in whole multiples of
            $1,000, unless all of the Notes held by a Holder of Notes are to
             be redeemed. On and after the redemption date, interest ceases to
            accrue on Notes or portions of them called for redemption unless
            the Company fails to redeem such Notes or such portions thereof.

  (h)     Denominations, Transfer, Exchange. The Notes are in registered
        form without coupons in denominations of $1,000 and integral
            multiples of $1,000. The transfer of Notes may be registered and
              Notes may be exchanged as provided in the Indenture. The Registrar
       and the Trustee may require a Holder of a Note, among other
              things, to furnish appropriate endorsements and transfer documents
             and to pay any taxes and fees required by law or permitted by the
      Indenture. The Registrar need not exchange or register the
              transfer of any Note or portion of a Note selected for redemption.
            Also, it need not exchange or register the transfer of any Notes
     for a period of 15 days before a selection of Notes to be
redeemed.                                           

      (i)     Persons Deemed Owners. Prior to due presentment to the Trustee for
             registration of the transfer of this Note, the Trustee, any Agent
            and the Company may deem and treat the Person in whose name this
       Note is registered as its absolute owner for the purpose of
            receiving payment of principal of, premium, if any, and interest
              on this Note and for all other purposes whatsoever, whether or not
            this Note is overdue, and neither the Trustee, any Agent nor the
    Company shall be affected by notice to the contrary. The
             registered Holder of a Note shall be treated as its owner for all
purposes.                                           

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      (j)     Amendments, Supplement and Waivers. Subject to certain exceptions,
          the Indenture or Notes may be amended or supplemented with the
             consent of the Holders of at least a majority in principal amount
         of the then outstanding Notes (including consents obtained in
            connection with a tender offer or exchange offer for the Notes),
            and any existing default or compliance with any provision of the
        Indenture or the Notes may be waived with the consent of the
             Holders of a majority in principal amount of the then outstanding
          Notes (including consents obtained in connection with a tender
       offer or exchange offer for the Notes). Notwithstanding the
             foregoing, (a) Sections 3.09 (Offer to Purchase by Application of
    Excess Proceeds), 4.10 (Asset Sales), and 4.15 (Offer to
              Repurchase Upon Change in Control) of the Indenture (including, in
            each case, the related definitions) may not be amended or waived
        without the written consent of at least 66 2/3% in principal
             amount of the Notes then outstanding (including consents obtained
              in connection with a tender offer or exchange offer for the Notes)
             and (b) without the consent of each Holder affected, an amendment
  or waiver may not (with respect to any Notes held by a
          non-consenting Holder of Notes) reduce the principal amount of
           Notes whose Holders must consent to an amendment, supplement or
           waiver; reduce the principal of or change the fixed maturity of
              any Note or alter the provisions with respect to the redemption of
           the Notes; reduce the rate of or change the time for payment of
            interest on any Note; waive a Default or Event of Default in the
          payment of principal of or premium, if any, or interest on the
          Notes (except a rescission of acceleration of the Notes by the
           Holders of at least a majority in aggregate principal amount of
          the then outstanding Notes and a waiver of the payment default
           that resulted from such acceleration); make any Note payable in
             money other than that stated in the Notes; make any change in the
            provisions of the Indenture relating to waivers of past Defaults
              or the rights of Holders of Notes to receive payments of principal
        of or interest on the Notes; waive a redemption payment with
              respect to any Note; or make any change in the foregoing amendment
             and waiver provisions. Notwithstanding the foregoing, without the
              consent of any Holder of a Note, the Indenture or the Notes may be
    amended or supplemented to cure any ambiguity, defect or
             inconsistency; to provide for uncertificated Notes in addition to
            or in place of certificated Notes; to provide for the assumption
            of the Company's obligations to the Holders of the Notes in case
       of a merger or consolidation; to make any change that would
           provide any additional rights or benefits to the Holders of the
              Notes or that does not adversely affect the legal rights under the
            Indenture of any such Holder; or to comply with the requirements
              of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act.            

     (k)     Defaults and Remedies. Each of the following constitutes an Event
of Default:                                         

              (a)     default for 30 days in the payment when due of interest on
the Notes;                          

            (b)     default in payment when due of principal of the Notes at
               maturity, upon repurchase, redemption or otherwise;

         (c)     failure to comply with the provisions described under
                    Section 4.15 (Offer to Purchase Upon Change in Control),
    Section 4.16 (Maintenance of Insurance),

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                      Section 4.11 (Limitation on Transactions with Affiliates),
           or Section 4.10 (Asset Sales) of the Indenture;

             (d)     default under the provisions described under Section 4.07
               (Limitation on Restricted Payments) or Section 4.09
               (Incurrence of Indebtedness) of the Indenture which
                     default remains uncured for 30 days, or the breach of any
                   representation or warranty, or the making of any untrue
                  statement, in any certificate delivered by the Company
pursuant to the Indenture;          

            (e)     failure by the Company for 60 days after notice from the
                      Trustee or the holders of at least 25% in principal amount
                   of the then outstanding Notes to comply with any of its
           other agreements in the Indenture or the Notes;

             (f)     default under any mortgage, indenture or instrument under
                      which there may be issued or by which there may be secured
                   or evidenced any Indebtedness for money borrowed by the
                 Company or any of its Restricted Subsidiaries (or the
                   payment of which is guaranteed by the Company or any of
                      its Restricted Subsidiaries), which default is caused by a
                 failure to pay when due principal or interest on such
                 Indebtedness within the grace period provided in such
                 Indebtedness (a "Payment Default"), and the principal
              amount of any such Indebtedness, together with the
                 principal amount of any other such Indebtedness under
                  which there has been a Payment Default, aggregates $50
million or more;                    

             (g)     default under any mortgage, indenture or instrument under
                      which there may be issued or by which there may be secured
                   or evidenced any Indebtedness for money borrowed by the
                 Company or any of its Restricted Subsidiaries (or the
                   payment of which is guaranteed by the Company or any of
                      its Restricted Subsidiaries), which default results in the
                  acceleration of such Indebtedness prior to its express
         maturity and the principal amount of any such
                   Indebtedness, together with the principal amount of any
                other such Indebtedness under which there has been a
                Payment Default or the maturity of which has been so
                      accelerated, aggregates $50 million or more; provided that
                     any acceleration (other than an acceleration which is the
                  result of a Payment Default under clause (f) above) of
                   Indebtedness under the Outstanding Deferred Payments in
                      aggregate principal amount not to exceed $90 million shall
                   be deemed not to constitute an acceleration pursuant to
this clause (g);                    

   (h)     failure by the Company or any of its Restricted
               Subsidiaries to pay final judgments (other than any
                  judgment as to which a reputable insurance company has
                 accepted full liability) aggregating in excess of $50
                  million, which judgments are not stayed within 60 days
after their entry;                  

              (i)     certain events of bankruptcy or insolvency with respect to
             EchoStar, the Company or certain of the Company's
                   Subsidiaries (including the filing of a voluntary case,
                     the consent to an order of relief in an involuntary case,
the                                 

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                consent to the appointment of a custodian, a general
                    assignment for the benefit of creditors or an order of a
                 court for relief in an involuntary case, appointing a
                  custodian or ordering liquidation, which order remains
unstayed for 60 days);              

          (j)     any Guarantee of the Notes shall be held in a judicial
                    proceeding to be unenforceable or invalid or shall cease
               for any reason to be in full force and effect, (the
                      Guarantors, the Person acting on behalf of any Guarantor),
             shall deny or disaffirm its obligations under its
Guarantee of any Notes.             

If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may   
declare all the Notes to be due and payable immediately (plus, in the case of an
Event of Default that is the result of an action by the Company or any of its   
Subsidiaries intended to avoid restrictions on or premiums related to           
redemptions of the Notes contained in the Indenture or the Notes, an amount of  
premium that would have been applicable pursuant to the Notes or as set forth in
the Indenture). Notwithstanding the foregoing, in the case of an Event of       
Default arising from the events of bankruptcy or insolvency with respect to the 
Company or any of its Subsidiaries described in (i) above, all outstanding Notes
will become due and payable without further action or notice. Holders of the    
Notes may not enforce the Indenture or the Notes except as provided in the      
Indenture. Subject to certain limitations, holders of a majority in principal   
amount of the then outstanding Notes may direct the Trustee in its exercise of  
any trust or power. The Trustee may withhold from holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that         
withholding notice is in such holders' interest.                                

The holders of a majority in aggregate principal amount of the then 
outstanding Notes, by notice to the Trustee, may on behalf of the holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the     
payment of interest or premium on, or principal of, the Notes.                  

  The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon       
becoming aware of any Default or Event of Default to deliver to the Trustee a   
statement specifying such Default or Event of Default.                          

All powers of the Trustee under the Indenture will be subject to    
applicable provisions of the Communications Act, including without limitation,  
the requirements of prior approval for de facto or de jure transfer of control  
or assignment of Title III licenses.                                            

      (k)     Trustee Dealings with Company. The Trustee under the Indenture, in
           its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its
      Affiliates, and may otherwise deal with the Company or its
          Affiliates, as if it were not Trustee; however, if the Trustee
             acquires any conflicting interest it must eliminate such conflict
          within 90 days, apply to the SEC for permission to continue as
Trustee or resign.                                  

(l)     No Personal Liabilities of Directors, Officers, Employees,  
           Incorporators and Stockholders. No director, officer, employee,
incorporator or stockholder of the                  

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        Company or of any of its Affiliates, as such, shall have any
         liability for any obligations of the Company or of any of its
              Affiliates under this Note or the Indenture or for any claim based
         on, in respect of, or by reason of, such obligations or their
             creation. Each Holder of the Notes by accepting a Note waives and
           releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.        

    (m)     Guarantee. Payment of principal and interest (including interest
    on overdue principal and overdue interest, if lawful) is
             unconditionally guaranteed, jointly and severally, by each of the
Guarantors.                                         

    (n)     Authentication. This Note shall not be valid until authenticated
              by the manual signature of the Trustee or an authenticating agent.

     (o)     Abbreviations. Customary abbreviations may be used in the name of
             a Holder of a Note or an assignee, such as: TEN COM (= tenants in
            common), TEN ENT (= tenants by the entireties), JT TEN ( = joint
             tenants with right of survivorship and not as tenants in common),
            CUST (5 Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

  (p)     CUSIP Numbers. Pursuant to a recommendation promulgated by the
            Committee on Uniform Note Identification Procedures, the Company
       has caused CUSIP numbers to be printed on the Notes and has
              directed the Trustee to use CUSIP numbers in notices of redemption
              as a convenience to Holders of Notes. No representation is made as
             to the accuracy of such numbers either as printed on the Notes or
        as contained in any notice of redemption and reliance may be
           placed only on the other identification numbers placed thereon.

     The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Request may be made to:                 

EchoStar DBS Corporation                                            
5701 South Santa Fe Drive                                           
Littleton, Colorado 80120                                           
Attention: David K. Moskowitz, Esq.                                 

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 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer    
this Note to                                                                    

----------------------------------                                              
(Insert assignee's soc. sec. or tax I.D. no.)                                   

----------------------------------                                              

----------------------------------                                              

----------------------------------                                              
(Print or type assignee's name, address and zip code)                           

and irrevocably appoint _________ agent to transfer this Note on the books of   
the Company. The agent may substitute another to act for him.                   

----------------------------------                                              

Date:                                                                           
--------------                                                      

   Your Signature:
                                                  ------------------------------
                      (Sign exactly as your name appears
             on the face of this Note)

Signature Guarantee.                                                            

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OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 3.09 or Section 4.15 of the Indenture check the     
appropriate box:                                                                

Section 3.09                   Section 4.15                               
--                             --                                               

If you want to have only part of the Note purchased by the Company  
pursuant to Section 3.09 or Section 4.15 of the Indenture, state the amount you 
elect to have purchased:                                                        

$                                                                               
----------                                                                    

Date:                                                                           
-------                                                               

   Your Signature:
                                                  ------------------------------
                      (Sign exactly as your name appears
             on the face of this Note)

Signature Guarantee.                                                            

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 [ATTACHMENT FOR GLOBAL NOTES]

 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

    The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another 
Global Note or Definitive Note for an interest in this Global Note, have been   
made:                                                                           

                                                                [Download Table]

                          Amount of   Principal Amount                
          Amount of       Increase    of this Global    Signature of  
          decrease in     Principal   Note following    authorized    
          Principal       Amount of   such              officer of    
Date of   Amount of this  the Global  decrease (or      Trustee or    
Exchange  Global Note     Note.       Increase)         Note Custodian
--------  --------------  ----------  ----------------  --------------
                                                                      

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                                                                       EXHIBIT B
 GUARANTEE

         [Name of Guarantor] and its successors under the Indenture, jointly and
severally with any other Guarantors, hereby irrevocably and unconditionally     
guarantees (i) the due and punctual payment of the principal of, premium, if    
any, and interest on the Notes, whether at maturity, by acceleration or         
otherwise, the due and punctual payment of interest on the overdue principal of 
and interest, if any, on the Notes, to the extent lawful, and the due and       
punctual performance of all other obligations of EchoStar DBS Corporation (the  
"Company") to the Holders or the Trustee all in accordance with the terms set   
forth in Article 10 of the Indenture, (ii) in case of any extension of time of  
payment or renewal of any Notes or any of such other obligations, that the same 
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or     
otherwise and (iii) has agreed to pay any and all costs and expenses (including 
reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing  
any rights under this Guarantee. Capitalized terms used herein have the meanings
assigned to them in the Indenture unless otherwise indicated.                   

   No stockholder, officer, director or incorporator, as such, past,
present or future, of [name of Guarantor] shall have any personal liability     
under this Guarantee by reason of his or its status as such stockholder,        
officer, director or incorporator.                                              

  This Guarantee shall be binding upon [name of Guarantor] and its
successors and assigns and shall inure to the benefit of the successors and     
assigns of the Trustee and the Holders and, in the event of any transfer or     
assignment of rights by any Holder or the Trustee, the rights and privileges    
herein conferred upon that party shall automatically extend to and be vested in 
such transferee or assignee, all subject to the terms and conditions hereof.    

       This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual       
signature of one of its authorized officers.                                    

THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED     
HEREIN BY REFERENCE.                                                            

      This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.                                              

                           [NAME OF GUARANTOR]

           By:
                                            ------------------------------
                   Name:

 B-1

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
		10/1/07		88
		10/1/04		35		90			8-K
		10/1/03		35		90
		4/1/03		89
		11/4/02		1		90
		10/2/02		89
		10/1/02		88
Filed on:		9/27/02							424B3
		9/25/00		7		58
		9/22/00		12		17
		4/1/99		41
		1/25/99		16
									List all Filings