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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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Form 10-Q

(Mark One)

Commission File Number: 0-26176

EchoStar Communications Corporation
(Exact name of registrant as specified in its charter)

(303) 723-1000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes x No o

As of November 6, 2003, the Registrant’s outstanding common stock consisted of 246,149,134 shares of Class A Common Stock and 238,435,208 Shares of Class B Common Stock.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
	Item 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	Item 1. LEGAL PROCEEDINGS
	Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EX-4.1 Indenture, relating to EDBS 5 3/4% Sr Notes
EX-4.2 Indenture, relating to EDBS 6 3/8% Sr Notes
EX-4.3 Indenture relating to EDBS Floating Sr Note
EX-4.4 Registration Rights Agreement
EX-4.5 3% Convertible Subordinated Note due 2010
EX-10.1 Amendment No 1 to Satellite Service Agrmt
EX-10.2 Satellite Service Agreement
EX-31.1 Section 302 Certification Chairman & CEO
EX-31.2 Section 302 Certification Senior VP & CFO
EX-31.1 Section 906 Certification Chairman & CEO
EX-32.2 Section 906 Certification Senior VP & CFO

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 throughout this document. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we “believe,” “intend,” “plan,” “estimate,” “expect” or “anticipate” will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe they are reasonable. We do not guarantee that any future transactions or events described herein will happen as described or that they will happen at all. You should read this document completely and with the understanding that actual future results may be materially different from what we expect. Whether actual events or results will conform with our expectations and predictions is subject to a number of risks and uncertainties. The risks and uncertainties include, but are not limited to the following:

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we face intense and increasing competition from the satellite and cable television industry, new competitors may enter the subscription television business, and new technologies may increase competition;

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DISH Network subscriber growth may decrease, subscriber turnover may increase and subscriber acquisition costs may increase;

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satellite programming signals have been pirated and will continue to be pirated in the future; pirating could cause us to lose subscribers and revenue or result in higher costs to us;

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programming costs may increase beyond our current expectations; we may be unable to obtain or renew programming agreements on acceptable terms or at all; existing programming agreements could be subject to cancellation;

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weakness in the global or U.S. economy may harm our business generally, and adverse local political or economic developments may occur in some of our markets;

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the regulations governing our industry may change;

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our satellite launches may be delayed or fail, or our satellites may fail in orbit prior to the end of their scheduled lives;

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we currently do not have traditional commercial insurance covering losses incurred from the failure of satellite launches and/or in orbit satellites and we may be unable to settle outstanding claims with insurers;

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service interruptions arising from technical anomalies on satellites or on-ground components of our DBS system, or caused by war, terrorist activities or natural disasters, may cause customer cancellations or otherwise harm our business;

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we may be unable to obtain needed retransmission consents, Federal Communications Commission (“FCC”) authorizations or export licenses, and we may lose our current or future authorizations;

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we are party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business;

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we may be unable to obtain patent licenses from holders of intellectual property or redesign our products to avoid patent infringement;

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sales of digital equipment and related services to international direct-to-home service providers may decrease;

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we are highly leveraged and subject to numerous constraints on our ability to raise additional debt;

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acquisitions, business combinations, strategic partnerships, divestitures and other significant transactions may involve additional uncertainties;

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terrorist attacks, consequences of the war in Iraq, and the possibility of war or hostilities relating to other countries, and changes in international political conditions as a result of these events may continue to affect the U.S. and the global economy and may increase other risks; and

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we may face other risks described from time to time in periodic and current reports we file with the Securities and Exchange Commission (“SEC”).

All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. In this connection, investors should consider the risks described herein and should not place undue reliance on any forward-looking statements.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in other reports we file with the SEC.

In this document, the words “we,” “our” and “us” refer to EchoStar Communications Corporation and its subsidiaries, unless the context otherwise requires. “EDBS” refers to EchoStar DBS Corporation and its subsidiaries.

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ECHOSTAR COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ECHOSTAR COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ECHOSTAR COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Business Activities

Principal Business

The operations of EchoStar Communications Corporation (“ECC,” and together with its subsidiaries, “EchoStar,” the “Company,” “we,” “us,” and/or “our”) include two interrelated business units:

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The DISH Network — which provides a direct broadcast satellite subscription television service we refer to as “DBS” in the United States; and

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EchoStar Technologies Corporation (“ETC”) — which designs and develops DBS set-top boxes, antennae and other digital equipment for the DISH Network. We refer to this equipment collectively as “EchoStar receiver systems.” ETC also designs, develops and distributes similar equipment for international satellite service providers.

Since 1994, we have deployed substantial resources to develop the “EchoStar DBS System.” The EchoStar DBS System consists of our FCC-allocated DBS spectrum, nine in-orbit satellites (“EchoStar I” through “EchoStar IX”), EchoStar receiver systems, digital broadcast operations centers, customer service facilities, and other assets utilized in our operations. Our principal business strategy is to continue developing our subscription television service in the United States to provide consumers with a fully competitive alternative to cable television service.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and disclosures thereto included in EchoStar’s Annual Report on Form 10-K for the year ended December 31, 2002. Certain prior year amounts have been reclassified to conform with the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for each reporting period. Actual results could differ from those estimates.

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

Comprehensive Income (Loss)

The components of comprehensive income (loss), net of tax, are as follows:

Accumulated other comprehensive income (loss) presented on the accompanying condensed consolidated balance sheets consists of the accumulated net unrealized gains (losses) on available-for-sale securities and foreign currency translation adjustments, net of deferred taxes.

Basic and Diluted Earnings (Loss) Per Share

Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (“FAS 128”) requires entities to present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised and convertible securities were converted to common stock.

We recorded a net loss attributable to common shareholders for the three and nine month periods ending September 30, 2002. Therefore, common stock equivalents and convertible securities are excluded from the computation of diluted earnings (loss) per share for these periods since the effect of including them is anti-dilutive. Since we reported net income attributable to common shareholders for the three and nine month periods ending September 30, 2003, the potential dilution from stock options exercisable into common stock for these periods was computed using the treasury stock method based on the average fair market value of the Class A common stock for the period. The following table reflects the basic and diluted weighted-average shares outstanding used to calculate basic and diluted earnings per share.

As of September 30, 2002 and 2003, options to purchase a total of approximately 21.2 million and 18.0 million shares of Class A common stock were outstanding, respectively. Our 4 7/8% Convertible Subordinated Notes due 2007, 5 3/4% Convertible Subordinated Notes due 2008 and our 3% Convertible Subordinated Note due 2010 were convertible into approximately 22.0 million shares, 23.1 million shares and 6.87 million shares of Class A common stock, respectively, as of September 30, 2003. The convertible notes are not included in the diluted EPS calculation as the effect of the conversion of the notes would be anti-dilutive. The 4 7/8% Convertible Subordinated Notes due 2007 were subsequently redeemed in full on October 20, 2003. Of the options outstanding as of September 30,

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

2003, options to purchase approximately 8.1 million shares were outstanding under a long term incentive plan. Vesting of these options is contingent upon meeting certain longer-term goals which have not yet been achieved. As such, the long-term incentive options are not included in the diluted EPS calculation.

Accounting for Stock-Based Compensation

We have elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”) and related interpretations in accounting for our stock-based compensation plans. Under APB 25, we generally do not recognize compensation expense on the issuance of stock under our stock incentive plans because the option terms are typically fixed and typically the exercise price equals or exceeds the market price of the underlying stock on the date of grant. In October 1995, the Financial Accounting Standards Board issued Financial Accounting Standard No. 123, “Accounting and Disclosure of Stock-Based Compensation,” (“FAS No. 123”) which established an alternative method of expense recognition for stock-based compensation awards to employees based on fair values. We elected to not adopt FAS No. 123 for expense recognition purposes.

Pro forma information regarding net income and earnings per share is required by FAS No. 123 and Financial Accounting Standard No. 148, “Accounting and Disclosure of Stock-Based Compensation — Transition and Disclosure,” (“FAS No. 148”). Pro forma information has been determined as if we had accounted for our stock-based compensation plans using the fair value method prescribed by FAS No. 123. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the vesting period of the options. A value is not attributed to options that employees forfeit because they fail to satisfy specified service or performance related conditions. The following table, as required by FAS No. 148, illustrates the effect on net income (loss) and income (loss) per share if we had accounted for our stock-based compensation plans using the fair value method prescribed by FAS No. 123 (in thousands, except per share amounts):

For purposes of this pro forma presentation, the fair value of each option grant was estimated at the date of the grant using a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including expected stock price characteristics, which are significantly different from those of traded options. Because changes in the subjective input

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of stock-based compensation awards.

Non-cash, stock-based compensation

During 1999, we adopted an incentive plan under our 1995 Stock Incentive Plan that provided certain key employees with incentives including stock options. The table below shows the amount of compensation expense recognized under this performance-based plan for the three and nine months ended September 30, 2002 and 2003. The expense decrease from the prior year for both the three and nine months is primarily attributable to stock option forfeitures resulting from employee terminations. The remaining deferred compensation of $2.9 million as of September 30, 2003, which will be reduced by future forfeitures, if any, will be recognized over the remaining vesting period, ending on March 31, 2004.

We report all non-cash compensation based on stock option appreciation as a single expense category in our accompanying statements of operations. The following table indicates the other expense categories in our statements of operations that would be affected if non-cash, stock-based compensation was allocated to the same expense categories as the base compensation for key employees who participate in the 1999 incentive plan.

In addition, options to purchase 8.1 million shares were outstanding under our long term incentive plan as of September 30, 2003. These options were granted with exercise prices at least equal to the market value of the underlying shares on the dates they were issued during 1999, 2000 and 2001. The weighted-average exercise price of these options is $9.06. Vesting of these options is contingent upon meeting certain longer-term goals which have not yet been achieved. Consequently, no compensation was recorded during the nine months ended September 30, 2003 related to these long-term options. We will record the related compensation at the achievement, if ever, of the performance goals. Such compensation, if recorded, would likely result in material non-cash, stock-based compensation expense in our statements of operations.

3. Marketable and Non-Marketable Investment Securities

We currently classify all marketable investment securities as available-for-sale. In accordance with generally accepted accounting principles, we adjust the carrying value of our available-for-sale marketable investment securities to fair market value and report the related temporary unrealized gains and losses as a separate component of stockholders’ deficit, net of related deferred income tax. Declines in the fair market value of a marketable investment security which are estimated to be “other than temporary” must be recognized in the statement of operations, thus establishing a new cost basis for such investment. We evaluate our marketable investment securities portfolio on a quarterly basis to determine whether declines in the market value of these securities are other than temporary. This quarterly evaluation consists of reviewing, among other things, the fair value of our marketable investment securities compared to the carrying value of these securities, the historical volatility of the price of each security and any market and company specific factors related to each security. Generally, absent specific factors to the contrary, declines in the fair value of investments below cost basis for a period of less than six months are considered to be temporary. Declines in the fair value of investments for a period of six to nine months are evaluated on a case by case basis to determine whether any company or market-specific factors exist which would indicate that such declines are other than temporary. Declines in

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

the fair value of investments below cost basis for greater than nine months are considered other than temporary and are recorded as charges to earnings, absent specific factors to the contrary.

As of September 30, 2003, we recorded unrealized gains of approximately $44.7 million as a separate component of stockholders’ deficit. During the nine months ended September 30, 2003, we also recorded an aggregate charge to earnings for other than temporary declines in the fair market value of certain of our marketable investment securities of approximately $2.0 million, and established a new cost basis for these securities. In addition, we realized gains of approximately $3.1 million on sales of marketable investment securities. Our approximately $3.19 billion of restricted and unrestricted cash, cash equivalents and marketable investment securities includes debt and equity securities which we own for strategic and financial purposes. The fair market value of these strategic marketable investment securities aggregated approximately $160.9 million as of September 30, 2003. During the nine months ended September 30, 2003, our portfolio generally, and our strategic investments particularly, experienced and continue to experience volatility. If the fair market value of our marketable securities portfolio does not remain above cost basis or if we become aware of any market or company specific factors that indicate that the carrying value of certain of our marketable securities is impaired, we may be required to record charges to earnings in future periods equal to the amount of the decline in fair value.

We also have made strategic equity investments in certain non-marketable investment securities. These securities are not publicly traded. Our ability to realize value from our strategic investments in companies that are not public is dependent on the success of their business and their ability to obtain sufficient capital to execute their business plans. Since private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain full value for them. We evaluate our non-marketable investment securities on a quarterly basis to determine whether the carrying value of each investment is impaired. This quarterly evaluation consists of reviewing, among other things, company business plans and current financial statements, if available, for factors which may indicate an impairment in our investment. Such factors may include, but are not limited to, cash flow concerns, material litigation, violations of debt covenants and changes in business strategy. During the nine months ended September 30, 2003, we did not record any impairment charges with respect to these instruments.

4. Inventories

Inventories consist of the following:

5. Satellites

EchoStar I and II

EchoStar I and EchoStar II are both Series 7000 class satellites designed and manufactured by Lockheed Martin Corporation. While both of those satellites are currently functioning properly in orbit, a similar Lockheed Series 7000 class satellite owned by Loral Skynet recently experienced total in-orbit failure. While we currently do not have sufficient information available to reach any conclusions as to whether other satellites of the Series 7000 class might be at increased risk of suffering a similar malfunction, no telemetry or other data indicates EchoStar I or EchoStar II would be expected to experience a similar failure. EchoStar I and II are currently located at the 148 west orbital location.

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

EchoStar III

During June 2003, a transponder pair on EchoStar III failed, resulting in a temporary interruption of service. Operation of the satellite was quickly restored. Including the six transponder pairs that malfunctioned in prior years, these anomalies have resulted in the failure of a total of fourteen transponders on the satellite to date. While originally designed to operate a maximum of 32 transponders at any given time, the satellite was equipped with a total of 44 transponders to provide redundancy, and can now operate a maximum of 30 transponders. A total of 19 transponders are currently in operation on EchoStar III, including 11 licensed to us and 8 licensed to a third party.

EchoStar V

During 2000, 2001 and 2002, EchoStar V experienced anomalies resulting in the loss of three solar array strings, and during January 2003, EchoStar V experienced anomalies resulting in the loss of an additional solar array string. The satellite has a total of approximately 96 solar array strings and approximately 92 are required to assure full power availability for the estimated 12-year design life of the satellite. In addition, during January 2003, EchoStar V experienced an anomaly in a spacecraft electronic component which affects the ability to receive telemetry from certain on-board equipment. Other methods of communication have been established to alleviate the effects of the failed component. An investigation of the solar array and electronic component anomalies, none of which have impacted commercial operation of the satellite, is continuing. Until the root cause of these anomalies is finally determined, there can be no assurance future anomalies will not cause further losses which could impact commercial operation of the satellite.

EchoStar VIII

During 2002, two of the thrusters on EchoStar VIII experienced anomalous events and are not currently in use. During March 2003, an additional thruster on EchoStar VIII experienced an anomalous event and is not currently in use. The satellite is equipped with a total of 12 thrusters that help control spacecraft location, attitude, and pointing and is currently operating using a combination of the other nine thrusters. This workaround requires more frequent maneuvers to maintain the satellite at its specified orbital location, which are less efficient and therefore result in accelerated fuel use. In addition, the workaround will require certain gyroscopes to be utilized for aggregate periods of time substantially in excess of their originally qualified limits. However, neither of these workarounds are expected to reduce the estimated design life of the satellite to less than 12 years. An investigation of the thruster anomalies including the development of additional workarounds for long term operations is continuing. None of these events has impacted commercial operation of the satellite to date. Until the root cause of these anomalies has been finally determined, there can be no assurance that these or future anomalies will not cause further losses which could impact commercial operation of the satellite.

EchoStar VIII is equipped with two solar arrays which convert solar energy into power for the satellite. Those arrays rotate continuously to maintain optimal exposure to the sun. During June and July 2003, EchoStar VIII experienced anomalies that temporarily halted rotation of one of the solar arrays. The array is currently fully functional, but rotating in a mode recommended by the satellite manufacturer which allows full rotation but is different than the originally prescribed mode. An investigation of the solar array anomalies, none of which have impacted commercial operation of the satellite, is continuing. Until the root cause of these anomalies is finally determined, there can be no assurance future anomalies will not cause losses which could impact commercial operation of the satellite.

During September 2003, a single battery cell on EchoStar VIII exhibited reduced capacity. There are 72 battery cells on EchoStar VIII and all loads can be maintained for the full design life of the satellite with up to two battery cells fully failed. An investigation of the battery cell anomaly, which has not impacted commercial operation of the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

satellite, is underway. Until the root cause of the anomaly is determined, there can be no assurance future anomalies will not cause losses which could impact commercial operation of the satellite.

EchoStar IX

EchoStar IX was successfully launched to the 121 degree orbital location on August 7, 2003. Its 32 licensed Ku-band transponders are expected to provide additional video service choices for DISH Network subscribers utilizing a specially-designed dish beginning during the fourth quarter of 2003. EchoStar IX is also equipped with two Ka-band transponders which we intend to utilize to confirm the commercial viability of direct-to-home Ka-band video and data services.

Satellite Insurance

As a result of the failure of EchoStar IV solar arrays to fully deploy and the failure of 38 transponders to date, a maximum of 6 of the 44 transponders (including spares) on EchoStar IV are available for use at this time. In addition to transponder and solar array failures, EchoStar IV has experienced anomalies affecting its thermal systems and propulsion system. There can be no assurance that further material degradation, or total loss of use, of EchoStar IV will not occur in the immediate future. EchoStar IV is currently located at the 157 degree orbital location.

In September 1998, we filed a $219.3 million insurance claim for a total loss under the launch insurance policies covering EchoStar IV. The satellite insurance consists of separate substantially identical policies with different carriers for varying amounts that, in combination, create a total insured amount of $219.3 million. The insurance carriers include La Reunion Spatiale; AXA Reinsurance Company (n/k/a AXA Corporate Solutions Reinsurance Company), United States Aviation Underwriters, Inc., United States Aircraft Insurance Group; Assurances Generales De France I.A.R.T. (AGF); Certain Underwriters at Lloyd’s, London; Great Lakes Reinsurance (U.K.) PLC; British Aviation Insurance Group; If Skaadeforsikring (previously Storebrand); Hannover Re (a/k/a International Hannover); The Tokio Marine & Fire Insurance Company, Ltd.; Marham Space Consortium (a/k/a Marham Consortium Management); Ace Global Markets (a/k/a Ace London); M.C. Watkins Syndicate; Goshawk Syndicate Management Ltd.; D.E. Hope Syndicate 10009 (Formerly Busbridge); Amlin Aviation; K.J. Coles & Others; H.R. Dumas & Others; Hiscox Syndicates, Ltd.; Cox Syndicate; Hayward Syndicate; D.J. Marshall & Others; TF Hart; Kiln; Assitalia Le Assicurazioni D’Italia S.P.A. Roma; La Fondiaria Assicurazione S.P.A., Firenze; Vittoria Assicurazioni S.P.A., Milano; Ras — Riunione Adriatica Di Sicurta S.P.A., Milano; Societa Cattolica Di Assicurazioni, Verano; Siat Assicurazione E Riassicurazione S.P.A, Genova; E. Patrick; ZC Specialty Insurance; Lloyds of London Syndicates 588 NJM, 1209 Meb AND 861 Meb; Generali France Assurances; Assurance France Aviation; and Ace Bermuda Insurance Ltd.

The insurance carriers offered us a total of approximately $88.0 million, or 40.0% of the total policy amount, in settlement of the EchoStar IV insurance claim. The insurers assert, among other things, that EchoStar IV was not a total loss, as that term is defined in the policy, and that we did not abide by the exact terms of the insurance policies. We strongly disagree and filed arbitration claims against the insurers for breach of contract, failure to pay a valid insurance claim and bad faith denial of a valid claim, among other things. Due to individual forum selection clauses in certain of the policies, we are pursuing our arbitration claims against Ace Bermuda Insurance Ltd. in London, England, and our arbitration claims against all of the other insurance carriers in New York, New York. The New York arbitration commenced on April 28, 2003, and hearings are scheduled to resume in November 2003. The parties to the London arbitration have agreed to stay that proceeding pending a ruling in the New York arbitration. There can be no assurance that we will receive the amount claimed in either the New York or the London arbitrations or, if we do, that we will retain title to EchoStar IV with its reduced capacity.

At the time we filed our claim in 1998, we recognized an initial impairment loss of $106.0 million to write-down the carrying value of the satellite and related costs, and simultaneously recorded an insurance claim receivable for the same amount. We will have to reduce the amount of this receivable if a final settlement is reached for less than this amount.

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

In addition, during 1999, we recorded an impairment loss of approximately $16.0 million as a charge to earnings to further write-down the carrying value of the satellite.

As a result of transponder, thermal and propulsion system anomalies only 6 transponders are currently available on EchoStar IV. We cannot predict with certainty how much longer we will be able to transmit programming from EchoStar IV.

The indentures related to certain of EDBS’ senior notes contain restrictive covenants that require us to maintain satellite insurance with respect to at least half of the satellites EDBS owns or leases. As of September 30, 2003, eight of our nine in-orbit satellites were in service and owned by a direct subsidiary of EDBS. As of September 30, 2003, insurance coverage was therefore required for at least four of EDBS’ eight satellites. The launch and/or in-orbit insurance policies for EchoStar I through EchoStar VIII have expired. We have been unable to obtain insurance on any of these satellites on terms acceptable to us. As a result, we are currently self-insuring these satellites. To satisfy insurance covenants related to EDBS’ senior notes, we have reclassified an amount equal to the depreciated cost of four of our satellites from “Cash and cash equivalents” to “Cash reserved for satellite insurance” on our balance sheet. As of September 30, 2003, “Cash reserved for satellite insurance” totaled approximately $127.1 million. The reclassifications will continue until such time, if ever, as we can again insure our satellites on acceptable terms and for acceptable amounts or until the covenants requiring the insurance are no longer applicable.

6. Goodwill and Intangible Assets

As of December 31, 2002 and September 30, 2003, we had approximately $53.8 million of gross identifiable intangibles with related accumulated amortization of approximately $33.6 million and $41.3 million as of the end of each period, respectively. These identifiable intangibles primarily include acquired contracts and technology-based intangibles. Amortization of these intangible assets with an average finite useful life of approximately five years was $2.6 million and $7.7 million for the three and nine months ended September 30, 2003, respectively. We estimate that such amortization expense will aggregate approximately $10.0 million annually for the remaining useful life of these intangible assets of approximately 1.25 years. In addition, we had approximately $3.4 million of goodwill as of December 31, 2002 and September 30, 2003.

7. Long-Term Debt

Redemption of 9 1/4% Senior Notes due 2006

Effective February 1, 2003, EDBS redeemed all of its outstanding 9 1/4% Senior Notes due 2006. In accordance with the terms of the indenture governing the notes, the full $375.0 million outstanding principal amount of the notes was repurchased at a redemption price of 104.625% of such amount, for a total redemption payment of approximately $392.3 million. The premium paid of approximately $17.3 million and unamortized debt issuance costs of approximately $3.3 million were recorded as charges to earnings.

3% Convertible Subordinated Note due 2010

On July 21, 2003, we issued and sold a $500.0 million 3.0% Convertible Subordinated Note due 2010 to SBC Communications, Inc. (“SBC”) in a privately negotiated transaction. The note is an unsecured obligation convertible into approximately 6.87 million shares of our Class A Common Stock at the option of SBC at $72.82 per share, subject to adjustment in certain circumstances. Commencing July 21, 2008, we may redeem, and SBC may require us to purchase, all or a portion of the note without premium.

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Unaudited)

Partial Redemption of 9 1/8% Senior Notes due 2009

Effective September 3, 2003, EDBS redeemed $245.0 million principal amount of its 9 1/8 % Senior Notes due 2009, fully exercising its optional partial redemption right. The outstanding principal amount of the notes after the redemption is $455.0 million. In accordance with the terms of the indenture governing the notes, the full $245.0 million principal amount of the notes eligible for redemption was repurchased at a redemption price of 109.125% of such amount, for a total redemption payment of approximately $267.4 million. The premium paid of approximately $22.4 million and unamortized debt issuance costs of approximately $2.9 million were recorded as charges to earnings. Interest on the notes was paid through the September 3, 2003 redemption date.

8. Commitments and Contingencies

Commitments

SES Americom

During March 2003, one of our wholly-owned subsidiaries, EchoStar Satellite Corporation (“ESC”), entered into a satellite service agreement with SES Americom for all of the capacity on a Fixed Satellite Service (“FSS”) satellite to be located at the 105 degree west orbital location. This satellite is scheduled to be launched during the second half of 2004. ESC also agreed to lease all of the capacity on an existing in-orbit FSS satellite at the 105 degree orbital location beginning August 1, 2003 and continuing in most circumstances until the new satellite is launched.

ESC intends to use the capacity on the satellites to offer a combination of satellite TV programming including local network channels in additional markets and expanded high definition programming, together with satellite-delivered, high-speed internet services. In connection with the SES agreement, ESC paid a $50.0 million deposit to SES Americom to partially fund construction of the new satellite. The ten-year satellite service agreement is renewable by ESC on a year to year basis following the initial term, and provides ESC with certain rights to replacement satellites at the 105 degree west orbital location. We are required to make monthly payments to SES Americom for both the existing in-orbit FSS satellite and also for the new satellite for the ten-year period following its launch.

During August 2003, we exercised our option under the SES agreement to also lease for an initial ten-year term all of the capacity on a new DBS satellite at an orbital location to be determined at a future date. We anticipate that this satellite will be launched during the fourth quarter of 2005.

EchoStar X

During July 2003, we entered into a contract for the construction of EchoStar X, a high-powered DBS satellite. Construction is expected to be completed during 2005. With spot-beam capacity, EchoStar X will provide back-up protection for our existing local channel offerings, and could allow DISH Network to offer other value-added services.

Satellite-Related Obligations

As a result of our recent agreements with SES Americom and for the construction of EchoStar X, our obligations for payments related to satellites have increased substantially. While in certain circumstances the dates on which we are obligated to make these payments could be delayed, the aggregate amount due under all of our existing satellite-related contracts including satellite construction and launch, satellite leases, in-orbit payments to satellite manufacturers and tracking, telemetry and control payments is expected to be approximately $42.0 million for the remainder of 2003, $90.0 million during 2004, $101.0 million during 2005, $120.0 million during 2006, $105.0 million during 2007 and a similar amount in subsequent years. These amounts will increase when we commence payments for the launch of EchoStar X, and would further increase to the extent we procure insurance for our satellites or contract for the construction, launch or lease of additional satellites.

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SBC Agreement

During July 2003, we announced an agreement with SBC Communications, Inc. to co-brand our DISH Network service with SBC Communications’ telephony, high-speed data and other communications services. SBC Communications will market the bundled service, including integrated order-entry, customer service and billing, which is expected to be available to consumers in early 2004.

Pursuant to the agreement, SBC Communications will purchase set-top box equipment from us to sell to bundled service customers. SBC Communications also may choose to outsource installation and certain customer service functions to us for a fee. As part of the agreement, SBC Communications will pay us development and implementation fees for, among other things, product development and integration.

Legal Proceedings

WIC Premium Television Ltd.

During July 1998, a lawsuit was filed by WIC Premium Television Ltd. (“WIC”), an Alberta corporation, in the Federal Court of Canada Trial Division, against General Instrument Corporation, HBO, Warner Communications, Inc., John Doe, Showtime, United States Satellite Broadcasting Company, Inc., EchoStar, and certain EchoStar subsidiaries.

During September 1998, WIC filed another lawsuit in the Court of Queen’s Bench of Alberta Judicial District of Edmonton against certain defendants, including us. WIC is a company authorized to broadcast certain copyrighted work, such as movies and concerts, to residents of Canada. WIC alleges that the defendants engaged in, promoted, and/or allowed satellite dish equipment from the United States to be sold in Canada and to Canadian residents and that some of the defendants allowed and profited from Canadian residents purchasing and viewing subscription television programming that is only authorized for viewing in the United States. The lawsuit seeks, among other things, interim and permanent injunctions prohibiting the defendants from importing satellite receivers into Canada and from activating satellite receivers located in Canada to receive programming, together with damages in excess of $175.0 million.

The Court in the Alberta action denied our motion to dismiss, and our appeal of that decision. The Federal action has been dismissed. We intend to continue to vigorously defend the suit. During 2002, the Supreme Court of Canada ruled that the receipt in Canada of programming from United States pay television providers is prohibited. While we were not a party to that case, the ruling could adversely affect our defense. It is too early to make an assessment of the probable outcome of the litigation or to determine the extent of any potential liability or damages.

Distant Network Litigation

Until July 1998, we obtained feeds of distant broadcast network channels (ABC, NBC, CBS and FOX) for distribution to our customers through PrimeTime 24. In December 1998, the United States District Court for the Southern District of Florida entered a nationwide permanent injunction requiring that provider to shut off distant network channels to many of its customers, and henceforth to sell those channels to consumers in accordance with the injunction.

In October 1998, we filed a declaratory judgment action against ABC, NBC, CBS and FOX in the United States District Court for the District of Colorado. We asked the Court to find that our method of providing distant network programming did not violate the Satellite Home Viewer Act and hence did not infringe the networks’ copyrights. In November 1998, the networks and their affiliate association groups filed a complaint against us in Miami Federal Court alleging, among other things, copyright infringement. The Court combined the case that we filed in Colorado with the case in Miami and transferred it to the Miami Federal Court.

In February 1999, the networks filed a Motion for Temporary Restraining Order, Preliminary Injunction and Contempt Finding against DirecTV, Inc. in Miami related to the delivery of distant network channels to DirecTV customers by

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satellite. DirecTV settled that lawsuit with the networks. Under the terms of the settlement between DirecTV and the networks, some DirecTV customers were scheduled to lose access to their satellite-provided distant network channels by July 31, 1999, while other DirecTV customers were to be disconnected by December 31, 1999. Subsequently, substantially all providers of satellite-delivered network programming other than us agreed to this cut-off schedule, although we do not know if they adhered to this schedule.

In April 2002, we reached a private settlement with ABC, Inc., one of the plaintiffs in the litigation and jointly filed a stipulation of dismissal. In November 2002, we reached a private settlement with NBC, another of the plaintiffs in the litigation and jointly filed a stipulation of dismissal. We have also reached private settlements with a small number of independent stations and station groups. We were unable to reach a settlement with six of the original eight plaintiffs — CBS, Fox and the associations affiliated with each of the four networks.

The trial took place during April 2003 and the Court issued its final judgment in June 2003. The District Court found that with one exception our current distant network qualification procedures comply with the law. We have revised our procedures to comply with the District Court’s Order. Although the plaintiffs asked the District Court to enter an injunction precluding us from selling any local or distant network programming, the District Court refused. While the networks did not claim monetary damages and none were awarded, they are seeking attorney fees in excess of $6.0 million. In August 2003, CBS agreed to release and discharge us from any obligation to pay CBS’ proportionate share of any fee award. It is too early to make an assessment of the probable outcome of the plaintiffs’ fee petition.

However, the District Court’s injunction requires us to use a computer model to requalify, as of June 2003, all of our subscribers who receive ABC, NBC, CBS or Fox programming by satellite from a market other than the city in which the subscriber lives. The Court also invalidated all waivers historically provided by network stations. These waivers, which have been provided by stations for the past several years through a third party automated system, allow subscribers who believe the computer model improperly disqualified them for distant network channels to none-the-less receive those channels by satellite. Further, even though the Satellite Home Viewer Improvement Act provides that certain subscribers who received distant network channels prior to October 1999 can continue to receive those channels through December 2004, the District Court terminated the right of our grandfathered subscribers to continue to receive distant network channels.

We believe the District Court made a number of errors and have appealed the District Court’s decision. Plaintiffs have cross-appealed. The Court of Appeals granted our request to stay the injunction until our appeal is decided. The Court of Appeals also expedited consideration of our appeal and has set oral argument for the week of February 23, 2004. It is not possible to predict how or when the Court of Appeals will rule on the merits of our appeal.

In the event the Court of Appeals upholds the injunction, and if we do not reach private settlement agreements with additional stations, we will attempt to assist subscribers in arranging alternative means to receive network channels, including migration to local channels by satellite where available, and free off air antenna offers in other markets. However, we cannot predict with any degree of certainty how many subscribers will cancel their primary DISH Network programming as a result of termination of their distant network channels. We could be required to terminate distant network programming to all subscribers in the event the plaintiffs prevail on their cross-appeal and we are permanently enjoined from delivering all distant network channels. Termination of distant network programming to subscribers would result in a reduction in average monthly revenue per subscriber and a temporary increase in churn.

Gemstar

During October 2000, Starsight Telecast, Inc., a subsidiary of Gemstar-TV Guide International, Inc. (“Gemstar”), filed a suit for patent infringement against us and certain of our subsidiaries in the United States District Court for the Western District of North Carolina, Asheville Division. The suit alleges infringement of United States Patent No. 4,706,121 (“the `121 Patent”) which relates to certain electronic program guide functions. We examined this patent

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and believe that it is not infringed by any of our products or services. This conclusion is supported by findings of the International Trade Commission (“ITC”) which are discussed below. The North Carolina case is stayed pending the appeal of the ITC action to the United States Court of Appeals for the Federal Circuit.

In December 2000, we filed suit against Gemstar-TV Guide (and certain of its subsidiaries) in the United States District Court for the District of Colorado alleging violations by Gemstar of various federal and state anti-trust laws and laws governing unfair competition. The lawsuit seeks an injunction and monetary damages. Gemstar filed counterclaims alleging infringement of United States Patent Nos. 5,923,362 and 5,684,525 that relate to certain electronic program guide functions. We examined these patents and believe they are not infringed by any of our products or services. In August 2001, the Federal Multi-District Litigation panel combined this suit, for pre-trial purposes, with other lawsuits asserting antitrust claims against Gemstar, which had previously been filed by other parties. In January 2002, Gemstar dropped the counterclaims of patent infringement. During March 2002, the Court denied Gemstar’s motion to dismiss our antitrust claims. In January 2003, the Court denied a more recently filed Gemstar motion for summary judgment based generally on lack of standing. In its answer, Gemstar asserted new patent infringement counterclaims regarding United States Patent Nos. 4,908,713 (“the ‘713 patent”) and 5,915,068 (“the ‘068 patent”, which is expired). These patents relate to on-screen programming of VCRs. We have examined these patents and believe that they are not infringed by any of our products or services. Recently, the Court granted our motions to dismiss both the ‘713 patent and the ‘068 Patent for lack of standing.

In February 2001, Gemstar filed patent infringement actions against us in the District Court in Atlanta, Georgia and with the ITC. These suits allege infringement of United States Patent Nos. 5,252,066, 5,479,268 and 5,809,204, all of which relate to certain electronic program guide functions. In addition, the ITC action alleged infringement of the `121 Patent which was also asserted in the North Carolina case previously discussed. In the Georgia district court case, Gemstar seeks damages and an injunction. The Georgia case was stayed pending resolution of the ITC action and remains stayed at this time. In December 2001, the ITC held a 15-day hearing before an administrative law judge. Prior to the hearing, Gemstar dropped its infringement allegations regarding United States Patent No. 5,252,066 with respect to which we had asserted substantial allegations of inequitable conduct. The hearing addressed, among other things, Gemstar’s allegations of patent infringement and respondents’ (SCI, Scientific Atlanta, Pioneer and us) allegations of patent misuse. During June 2002, the judge issued a Final Initial Determination finding that none of the patents asserted by Gemstar had been infringed. In addition, the judge found that Gemstar was guilty of patent misuse with respect to the `121 Patent and that the `121 Patent was unenforceable because it failed to name an inventor. The parties then filed petitions for the full ITC to review the judge’s Final Initial Determination. During August 2002, the full ITC adopted the judge’s findings regarding non-infringement and the unenforceability of the `121 Patent. The ITC did not adopt, but did not overturn, the judge’s findings of patent misuse. The ITC decision has been appealed to the United States Court of Appeals for the Federal Circuit. If the Federal Circuit were to overturn the judge’s decision, such an adverse decision in this case could temporarily halt the import of our receivers and could require us to materially modify certain user-friendly electronic programming guides and related features we currently offer to consumers. Based upon our review of these patents, and based upon the ITC’s decision, we continue to believe that these patents are not infringed by any of our products or services. We intend to continue to vigorously contest the ITC, North Carolina and Georgia suits and will, among other things, continue to challenge both the validity and enforceability of the asserted patents.

During 2000, Superguide Corp. (“Superguide”) also filed suit against us, DirecTV and others in the United States District Court for the Western District of North Carolina, Asheville Division, alleging infringement of United States Patent Nos. 5,038,211, 5,293,357 and 4,751,578 which relate to certain electronic program guide functions, including the use of electronic program guides to control VCRs. Superguide sought injunctive and declaratory relief and damages in an unspecified amount. It is our understanding that these patents may be licensed by Superguide to Gemstar. Gemstar was added as a party to this case and asserted these patents against us. We examined these patents and believe that they are not infringed by any of our products or services. A Markman ruling interpreting the patent claims was issued by the Court and in response to that ruling, we filed motions for summary judgment of non-infringement for each of the asserted patents. Gemstar filed a motion for summary judgment of infringement with respect to one of the patents. During July 2002, the Court issued a Memorandum of Opinion on the summary judgment

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motions. In its Opinion, the Court ruled that none of our products infringe the 5,038,211 and 5,293,357 patents. With respect to the 4,751,578 patent, the Court ruled that none of our current products infringed that patent and asked for additional information before it could rule on certain low-volume products that are no longer in production. During July 2002, the Court summarily ruled that the aforementioned low-volume products did not infringe any of the asserted patents. Accordingly, the Court dismissed the case and awarded us our court costs. Superguide and Gemstar are appealing this case to the United States Court of Appeals for the Federal Circuit. We will continue to vigorously defend this case. In the event the Federal Circuit ultimately determines that we infringe on any of the aforementioned patents, we may be subject to substantial damages, which may include treble damages and/or an injunction that could require us to materially modify certain user-friendly electronic programming guide and related features that we currently offer to consumers. It is too early to make an assessment of the probable outcome of the appeals.

California Actions

A purported class action was filed against us in the California State Superior Court for Alameda County during May 2001 by Andrew A. Werby. The complaint related to late fees, among other things. The matter was settled with no material impact on our business.

A purported class action relating to the use of terms such as “crystal clear digital video,” “CD-quality audio,” and “on-screen program guide,” and with respect to the number of channels available in various programming packages was also filed against us in the California State Superior Court for Los Angeles County in 1999 by David Pritikin and by Consumer Advocates, a nonprofit unincorporated association. The complaint alleges breach of express warranty and violation of the California Consumer Legal Remedies Act, Civil Code Sections 1750, et seq., and the California Business & Professions Code Sections 17500 & 17200. A hearing on the plaintiffs’ motion for class certification and our motion for summary judgment was held during June 2002. At the hearing, the Court issued a preliminary ruling denying the plaintiffs’ motion for class certification. However, before issuing a final ruling on class certification, the Court granted our motion for summary judgment with respect to all of the plaintiffs’ claims. Subsequently, we filed a motion for attorney’s fees which was denied by the Court. The plaintiffs filed a notice of appeal of the court’s granting of our motion for summary judgment and we cross-appealed the Court’s ruling on our motion for attorney’s fees. It is not possible to make a firm assessment of the probable outcome of the appeal or to determine the extent of any potential liability or damages.

State Investigation

During April 2002, two state attorneys general commenced a civil investigation concerning certain of our business practices. Over the course of the next six months, 11 additional states ultimately joined the investigation. The states alleged failure to comply with consumer protection laws based on our call response times and policies, advertising and customer agreement disclosures, policies for handling consumer complaints, issuing rebates and refunds and charging cancellation fees to consumers, and other matters. We cooperated fully in the investigation. During May 2003, we entered into an Assurance of Voluntary Compliance with the states which ended their investigation. The states have released all claims related to the matters investigated.

Retailer Class Actions

We have been sued by retailers in three separate purported class actions. During October 2000, two separate lawsuits were filed in the Arapahoe County District Court in the State of Colorado and the United States District Court for the District of Colorado, respectively, by Air Communication & Satellite, Inc. and John DeJong, et al. on behalf of themselves and a class of persons similarly situated. The plaintiffs are attempting to certify nationwide classes on behalf of certain of our satellite hardware retailers. The plaintiffs are requesting the Courts to declare certain provisions of, and changes to, alleged agreements between us and the retailers invalid and unenforceable, and to award damages for lost incentives and payments, charge backs, and other compensation. We are vigorously defending against the suits and have asserted a variety of counterclaims. The United States District Court for the District of Colorado stayed the Federal Court action to allow the parties to pursue a comprehensive adjudication of their dispute in the Arapahoe

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County State Court. John DeJong, d/b/a Nexwave, and Joseph Kelley, d/b/a Keltronics, subsequently intervened in the Arapahoe County Court action as plaintiffs and proposed class representatives. We have filed a motion for summary judgment on all counts and against all plaintiffs. The plaintiffs have filed a motion for additional time to conduct discovery to enable them to respond to our motion. The Court has not ruled on either of the two motions. It is too early to make an assessment of the probable outcome of the litigation or to determine the extent of any potential liability or damages.

Satellite Dealers Supply, Inc. (“SDS”) filed a lawsuit against us in the United States District Court for the Eastern District of Texas during September 2000, on behalf of itself and a class of persons similarly situated. The plaintiff was attempting to certify a nationwide class on behalf of sellers, installers, and servicers of satellite equipment who contract with us and who allege that we: (1) charged back certain fees paid by members of the class to professional installers in violation of contractual terms; (2) manipulated the accounts of subscribers to deny payments to class members; and (3) misrepresented, to class members, the ownership of certain equipment related to the provision of our satellite television service. During September 2001, the Court granted our motion to dismiss. The plaintiff moved for reconsideration of the Court’s order dismissing the case. The Court denied the plaintiff’s motion for reconsideration. The trial court denied our motions for sanctions against SDS. Both parties have now perfected appeals before the Fifth Circuit Court of Appeals. The parties’ written briefs have been filed and oral argument was heard by the Court on August 4, 2003. It is not possible to make a firm assessment of the probable outcome of the appeals or to determine the extent of any potential liability or damages.

StarBand Shareholder Lawsuit

On August 20, 2002, a limited group of shareholders in StarBand filed an action in the Delaware Court of Chancery against EchoStar and EchoBand Corporation, together with four EchoStar executives who sat on the Board of Directors for StarBand, for alleged breach of the fiduciary duties of due care, good faith and loyalty, and also against EchoStar and EchoBand Corporation for aiding and abetting such alleged breaches. Two of the individual defendants, Charles W. Ergen and David K. Moskowitz, are members of our Board of Directors. The action stems from the defendants’ involvement as directors, and EchoBand’s position as a shareholder, in StarBand, a broadband Internet satellite venture in which we invested. On July 28, 2003, the Court granted the defendants’ motion to dismiss on all counts. The Plaintiffs have since filed a notice of appeal. It is not possible to make a firm assessment of the probable outcome of the appeal or to determine the extent of any potential liability or damages.

Shareholder Derivative Action

During October 2002, a purported shareholder filed a derivative action against members of our Board of Directors in the United States District Court of Clark County, Nevada and naming us as a nominal defendant. The complaint alleges breach of fiduciary duties, corporate waste and other unlawful acts relating to our agreement to (1) pay Hughes Electronics Corporation a $600.0 million termination fee in certain circumstances and (2) acquire Hughes’ shareholder interest in PanAmSat. The agreements to pay the termination fee and acquire PanAmSat were required in the event that the merger with DirecTV was not completed by January 21, 2003. During July 2003, the individual Board of Director defendants were dismissed from the suit, and EchoStar was dismissed during August 2003. The plaintiff filed a motion for attorney’s fees. The Court granted our motion for summary judgment. The plaintiff did not file an appeal.

In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity.

9. Depreciation and Amortization Expense

Depreciation and amortization expense consists of the following:

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Cost of sales and operating expense categories included in our accompanying condensed consolidated statements of operations do not include depreciation expense related to satellites or digital home plan equipment.

10. Segment Reporting

Financial Data by Business Unit

Statement of Financial Accounting Standard No. 131, “Disclosures About Segments of an Enterprise and Related Information” (“FAS No. 131”) establishes standards for reporting information about operating segments in annual financial statements of public business enterprises and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Under this definition, we currently operate as two business units, DISH Network and ETC. The “All other” category consists of revenue and expenses from other operating segments for which the disclosure requirements of FAS No. 131 do not apply.

11. Subsequent Events

$2.5 Billion Senior Notes Offering

On October 2, 2003, our subsidiary EDBS closed on the issuance and sale of: (i) $1,000,000,000 principal amount of its 5 3/4% Senior Notes due October 1, 2008; (ii) $1,000,000,000 principal amount of its 6 3/8% Senior Notes due October 1, 2011; and (iii) $500,000,000 principal amount of its Floating Rate Senior Notes due October 1, 2008 (collectively, the “New DBS Notes”). All of the New DBS Notes were sold in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933.

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Debt and Equity Buyback Programs

We intend to use the net proceeds from issuance of the New DBS Notes to repurchase or redeem all or a portion of EDBS’ outstanding 9 3/8% Senior Notes due 2009 and other outstanding debt securities and for general corporate purposes. In addition, our board of directors has authorized the repurchase of an aggregate of up to $1.0 billion of our Class A Common Stock, and we also previously announced that our board of directors has authorized the repurchase or redemption of an aggregate of up to $1.0 billion principal amount of our and/or EDBS’ outstanding debt securities.

We may make repurchases of our Class A Common Stock and debt securities, including debt securities of EDBS, through open market purchases or privately negotiated transactions subject to market conditions and other factors. Our repurchase programs do not require us to acquire any specific number or amount of securities and any of those programs may be terminated at any time. We may enter into Rule 10b5-1 plans from time to time to facilitate repurchases of our securities.

We will record premiums we pay and unamortized debt issuance costs associated with our debt repurchases and redemptions as charges to earnings during the quarterly periods in which such repurchases occur. These charges will have a negative impact on our reported net income for the fourth quarter of 2003 and for other periods during which we repurchase debt securities.

Redemption of 4 7/8% Convertible Subordinated Notes due 2007

On October 20, 2003, we retired the $1.0 billion principal amount of our outstanding 4 7/8% Convertible Subordinated Notes due 2007. In accordance with the terms of the indenture governing the notes, the $1.0 billion outstanding principal amount of the notes was repurchased at a redemption price of 102.786% of such amount, for a total redemption payment of approximately $1.03 billion. The premium paid of approximately $27.9 million and unamortized debt issuance costs of approximately $9.1 million were recorded as charges to earnings.

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Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Principal Business

The operations of EchoStar Communications Corporation (“ECC”, and together with its subsidiaries or referring to particular subsidiaries in certain circumstances, “EchoStar”, the “Company”, “we”, “us”, and/or “our”) include two interrelated business units:

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The DISH Network — which provides a direct broadcast satellite subscription television service we refer to as “DBS” in the United States; and

•

EchoStar Technologies Corporation (“ETC”) — which designs and develops DBS set-top boxes, antennae and other digital equipment for the DISH Network. We refer to this equipment collectively as “EchoStar receiver systems.” ETC also designs, develops and distributes similar equipment for international satellite service providers.

Since 1994, we have deployed substantial resources to develop the “EchoStar DBS System.” The EchoStar DBS System consists of our FCC-allocated DBS spectrum, nine in-orbit satellites (“EchoStar I” through “EchoStar IX”), EchoStar receiver systems, digital broadcast operations centers, customer service facilities, and other assets utilized in our operations. Our principal business strategy is to continue developing our subscription television service in the United States to provide consumers with a fully competitive alternative to cable television service.

Results of Operations

Three Months Ended September 30, 2003 Compared to the Three Months Ended September 30, 2002.

Total revenue. “Total revenue” for the three months ended September 30, 2003 was $1.45 billion, an increase of $229.4 million or 18.8% compared to the three months ended September 30, 2002. This increase was attributable to continued DISH Network subscriber growth and increased monthly average revenue per subscriber. The increase was partially offset by decreases in “DTH equipment sales” (discussed below) and “Other revenue”.

Subscription television services. "Subscription television services revenue” consists principally of revenue from basic, premium, local, international and pay-per-view subscription television services. “Subscription television services revenue” totaled $1.36 billion for the three months ended September 30, 2003, an increase of $242.9 million or 21.7% compared to the same period in 2002. This increase was attributable to continued DISH Network subscriber growth and an increase in monthly average revenue per subscriber, discussed below. DISH Network added approximately 285,000 net new subscribers for the three months ended September 30, 2003 compared to approximately 320,000 net new subscribers added during the same period in 2002. As of September 30, 2003, we had approximately 9.085 million DISH Network subscribers compared to approximately 7.78 million at September 30, 2002, an increase of approximately 16.8%. “Subscription television services revenue” will continue to increase to the extent we are successful in increasing the number of DISH Network subscribers and maintaining or increasing revenue per subscriber. Subscriber additions during the three months ended September 30, 2003 were negatively impacted by, among other things, delays in delivery of several newly developed products. Significant deployment of these products is expected late in the fourth quarter of 2003 and should be completed during the first quarter of 2004.

Monthly average revenue per subscriber. Monthly average revenue per subscriber was approximately $50.79 during the three months ended September 30, 2003 and approximately $49.04 during the same period in 2002. This increase was attributable to price increases in March 2003 and an increase in the number of subscribers with multiple set-top boxes, partially offset by an increase in the amount of free and discounted programming offered during the three months ended September 30, 2003 compared to the same period in 2002. During the three months ended September 30, 2003, monthly average revenue per subscriber was also negatively impacted by promotions which offer free or discounted programming. Monthly average revenue per subscriber will be adversely affected in any future periods to the extent we continue or expand our free or discounted programming promotions.

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Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Continued

Impacts from our litigation with the networks in Florida, FCC rules governing the delivery of superstations and other factors could cause us to terminate delivery of network channels and superstations to a substantial number of our subscribers, which could cause many of those customers to cancel their subscription to our other services. In the event the Court of Appeals upholds the Miami District Court’s network litigation injunction, and if we do not reach private settlement agreements with additional stations, we will attempt to assist subscribers in arranging alternative means to receive network channels, including migration to local channels by satellite where available, and free off air antenna offers in other markets. However, we cannot predict with any degree of certainty how many subscribers might ultimately cancel their primary DISH Network programming as a result of termination of their distant network channels. We could be required to terminate distant network programming to all subscribers in the event the plaintiffs prevail on their cross-appeal and we are permanently enjoined from delivering all distant network channels. Termination of distant network programming to subscribers would result in a reduction in average monthly revenue per subscriber and a temporary increase in churn.

In April 2002, the FCC concluded that our “must carry” implementation methods were not in compliance with the “must carry” rules. If the FCC finds our subsequent remedial actions unsatisfactory, while we would attempt to continue providing local network channels in all markets without interruption, we could be forced by capacity constraints to reduce the number of markets in which we provide local channels. This could cause a temporary increase in churn and a small reduction in average monthly revenue per subscriber.

DTH equipment sales. “DTH equipment sales” consist of sales of digital set-top boxes by our ETC subsidiary to Bell ExpressVu, a subsidiary of Bell Canada, Canada’s national telephone company. “DTH equipment sales” also include sales of DBS accessories in the United States. For the three months ended September 30, 2003, “DTH equipment sales” totaled $70.3 million, a decrease of $6.2 million compared to the same period during 2002. This decrease resulted from both lower sales of digital set-top boxes to Bell ExpressVu and a decrease in sales of DBS accessories.

Subscriber-related expenses. “Subscriber-related expenses” include costs incurred in the operation of our DISH Network customer service centers, programming expenses, copyright royalties, residual commissions, and billing, lockbox and other variable subscriber expenses. “Subscriber-related expenses” totaled $683.9 million during the three months ended September 30, 2003, an increase of $106.2 million compared to the same period in 2002. This increase is primarily attributable to the increase in DISH Network subscribers. These expenses represent 50.2% and 51.6% of “Subscription television services revenue” during the three months ended September 30, 2003 and 2002, respectively. The decrease in “Subscriber-related expenses” as a percentage of “Subscription television services revenue” primarily resulted from the increase in monthly average revenue per subscriber discussed above and increased operating efficiencies. Our “Subscriber-related expenses” as a percentage of “Subscription television service revenue” during the three months ended September 30, 2003 were negatively impacted by promotions which offer free or discounted programming.

During the three months ended March 31, 2003, we combined the line item on our Condensed Consolidated Statement of Operations captioned “Subscriber-related expenses” with the previously included line item captioned “Customer service center and other”. In addition, at that time we reclassified certain amounts between categories on the Condensed Consolidated Statement of Operations. All prior period amounts have been reclassified to conform to the current year presentation. None of these changes had any impact on “Operating income” or “Net income”.

Satellite and transmission expenses. “Satellite and transmission expenses” include expenses associated with the operation of our digital broadcast centers and contracted satellite telemetry, tracking and control services. “Satellite and transmission expenses” totaled $21.9 million during the three months ended September 30, 2003, a $5.7 million increase compared to the same period in 2002. This increase primarily resulted from launch and operational costs associated with the increasing number of markets in which we offer local network channels by satellite. “Satellite and transmission expense” totaled 1.6% and 1.5% of “Subscription television services revenue” during the three months ended September 30, 2003 and 2002, respectively. These expenses will increase further in the future as additional satellites are placed in service, additional local markets are launched, to the extent we successfully obtain commercial in-orbit insurance and to the extent we increase the operations at our digital broadcast centers in order, among other reasons, to meet the demands of current “must carry” requirements.

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Cost of sales — DTH equipment. “Cost of sales — DTH equipment” principally includes costs associated with digital set-top boxes and related components sold to an international DTH operator and sales of DBS accessories. “Cost of sales — DTH equipment” totaled $43.7 million during the three months ended September 30, 2003, an increase of $3.3 million compared to the same period in 2002. This increase resulted from a $5.0 million non-recurring reduction in the cost of set-top box equipment during the three months ended September 30, 2002, partially offset by a decrease in the sale of digital set-top boxes to Bell ExpressVu and a decrease in sales of DBS accessories. “Cost of sales — DTH equipment” represented 62.1% and 52.8% of “DTH equipment sales” during the three months ended September 30, 2003 and 2002, respectively.

Subscriber acquisition costs. Generally, under most promotions, we subsidize the installation and all or a portion of the cost of EchoStar receiver systems in order to attract new DISH Network subscribers. There is no clear industry standard used in the calculation of subscriber acquisition costs. Our subscriber acquisition costs include “Cost of sales — subscriber promotion subsidies”, “Other subscriber promotion subsidies” and “Subscriber acquisition advertising expense”. “Cost of sales — subscriber promotion subsidies” includes the cost of EchoStar receiver systems sold to retailers and other distributors of our equipment and receiver systems sold directly by us to subscribers. “Other subscriber promotion subsidies” include net costs related to our free installation promotions and other promotional incentives. During the three months ended March 31, 2003, certain amounts previously included in “Subscriber acquisition costs” were reclassified to “Subscriber-related expenses” on the Condensed Consolidated Statements of Operations. All prior period amounts have been reclassified to conform with the current year presentation. None of these changes had any impact on “Operating income” or “Net income”.

During the three months ended September 30, 2003, our subscriber acquisition costs totaled approximately $346.5 million, or approximately $466 per new subscriber activation. Comparatively, our subscriber acquisition costs during the three months ended September 30, 2002 totaled approximately $297.7 million, or approximately $413 per new subscriber activation. The relative increase resulted primarily from a non-recurring reduction in the cost of set-top box equipment of approximately $31.0 million during the three months ended September 30, 2002. To a lesser extent, the sale of equipment at little or no cost to the subscriber, including our new promotion in which subscribers are eligible to receive up to three free receivers or a free digital video recorder, together with a corresponding decrease in subscriber equipment leases, contributed to the increase. These increases were partially offset by a decrease in “Subscriber acquisition advertising expense”. Our subscriber acquisition costs, both in the aggregate and on a per-new-subscriber activation basis, may materially increase in the future to the extent that we introduce more aggressive promotions to respond to competition, or for other reasons.

We exclude equipment capitalized under our lease promotion from our calculation of subscriber acquisition costs. We also exclude payments and certain returned equipment received from disconnecting lease promotion subscribers from our calculation of subscriber acquisition costs. Equipment capitalized under our lease promotion totaled approximately $31.0 million and $74.3 million for the three months ended September 30, 2003 and 2002, respectively. Returned equipment received from disconnecting lease promotion subscribers, which became available for sale rather than being redeployed through the lease promotion, together with payments received in connection with equipment not returned, totaled approximately $5.1 million and $9.5 million during the three months ended September 30, 2003 and 2002, respectively. This decrease resulted from a greater percentage of returned leased equipment being redeployed to new lease customers and relatively less of that equipment being offered for sale as remanufactured equipment.

General and administrative expenses. “General and administrative expenses” totaled $86.6 million during the three months ended September 30, 2003, an increase of $5.4 million compared to the same period in 2002. This increase was principally attributable to increased personnel and infrastructure expenses to support the growth of the DISH Network. “General and administrative expenses” represented 6.0% of “Total revenue” during the three months ended September 30, 2003 as compared to 6.6% during the three months ended September 30, 2002. This decrease in “General and administrative expenses” as a percent of “Total revenue” was the result of increased operational efficiencies.

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During the first quarter 2003, certain amounts previously included in “General and administrative expenses” were reclassified to “Subscriber-related expenses” on the Condensed Consolidated Statements of Operations. All prior period amounts have been reclassified to conform to the current year presentation. None of these changes had any impact on “Operating income” or “Net income”.

Non-cash, Stock-based Compensation. During 1999, we adopted an incentive plan under our 1995 Stock Incentive Plan, which provided certain key employees with incentives including stock options. During the three months ended September 30, 2003 and 2002, we recognized approximately $1.1 million and $3.7 million, respectively, of compensation under this performance-based plan. This decrease was primarily attributable to stock option forfeitures resulting from employee terminations. The remaining deferred compensation of $2.9 million as of September 30, 2003, which will be reduced by future forfeitures, if any, will be recognized over the remaining vesting period, ending on March 31, 2004.

We report all non-cash compensation based on stock option appreciation as a single-expense category in our accompanying statements of operations. The following table indicates the other expense categories in our statements of operations that would be affected if non-cash, stock-based compensation was allocated to the same expense categories as the base compensation for key employees who participate in the 1999 incentive plan.

In addition, options to purchase 8.1 million shares were outstanding under our long term incentive plan as of September 30, 2003. These options were granted with exercise prices at least equal to the market value of the underlying shares on the dates they were issued during 1999, 2000 and 2001. The weighted-average exercise price of these options is $9.06. Vesting of these options is contingent upon meeting certain longer-term goals which have not yet been achieved. Consequently, no compensation was recorded during the three months ended September 30, 2003 related to these long-term options. We will record the related compensation at the achievement, if ever, of the performance goals. Such compensation, if recorded, would likely result in material non-cash, stock-based compensation expense in our statements of operations.

Depreciation and Amortization. “Depreciation and amortization expense” totaled $100.4 million during the three months ended September 30, 2003, a $2.6 million increase compared to the same period in 2002. This increase primarily resulted from an increase in depreciation related to the commencement of commercial operation of EchoStar VIII in October 2002 and leased equipment and other depreciable assets placed in service during 2002 and 2003.

Other Income (Expense). “Other expense”, net, totaled $122.0 million during the three months ended September 30, 2003 compared to $264.5 million in the same period in 2002. The change was primarily attributable to the absence during 2003 of any “Change in valuation of contingent value rights”, which totaled $134.5 million during the three months ended September 30, 2002. The absence during 2003 was a result of the repurchase of our Series D convertible preferred stock during the fourth quarter of 2002. This change also resulted from a decrease in “Other” of $40.7 million primarily related to losses on impairments of strategic investments recorded in the third quarter of 2002. This change was partially offset by an increase in “Interest expense” of approximately $25.3 million related to the partial redemption of our 9 1/8% Senior Notes due in 2009 in September 2003 offset by the decrease in interest expense of $8.7 million related to the redemption of the 9 1/4 % Senior Notes due in 2006 in February 2003. “Interest income” decreased primarily as a result of lower returns realized on cash balances in 2003 as compared to 2002.

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Earnings Before Interest, Taxes, Depreciation and Amortization. EBITDA is defined as “Net income (loss)” plus “Interest expense” net of “Interest income”, “Taxes” and “Depreciation and amortization”. Effective January 1, 2003, we include “Non-cash, stock-based compensation expense” in our definition of EBITDA. Effective April 1, 2003, we include “Other income and expense” items and “Change in valuation of contingent value rights” in our definition of EBITDA. All prior amounts conform to the current presentation. EBITDA was $261.0 million during the three months ended September 30, 2003, compared to $18.6 million during the same period in 2002. The improvement is primarily attributable to the decrease in “Change in valuation of contingent value rights” of $134.5 million and the decrease in “Other expense” of $40.7 million (discussed above) as well as the increase in the number of DISH Network subscribers, which continues to result in revenue sufficient to support the cost of new and existing subscribers. The improvement was partially offset by a decrease in subscribers leasing equipment and a corresponding increase in equipment subsidies compared to the same period in 2002, as well as a decrease in “DTH equipment sales”. EBITDA does not include the impact of capital expenditures under our lease promotion of approximately $31.0 million and $74.3 million during the three months ended September 30, 2003 and 2002, respectively. As previously discussed, to the extent we introduce more aggressive marketing promotions and our subscriber acquisition costs materially increase, our EBITDA results will be negatively impacted because subscriber acquisition costs are generally expensed as incurred.

The following table reconciles EBITDA to Net income (loss):

EBITDA is not a measure determined in accordance with accounting principles generally accepted in the United States, or GAAP, and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP. EBITDA is used as a measurement of operating efficiency and overall financial performance and we believe it to be a helpful measure for those evaluating companies in the multi-channel video programming distribution industry. Conceptually, EBITDA measures the amount of income generated each period that could be used to service debt, pay taxes and fund capital expenditures. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Net income (loss). “Net income” was $35.1 million during the three months ended September 30, 2003, an improvement of $203.1 million compared to the same period in 2002. The improvement was primarily attributable to a decrease in “Other income and expense” and an increase in “Operating income”, the components of which are discussed above.

Net income (loss) available (attributable) to common shareholders. “Net income available to common shareholders” was $35.1 million during the three months ended September 30, 2003, an increase of $203.1 million compared to the same period in 2002. The increase was attributable to the improvement in “Net income (loss)” discussed above.

Nine Months Ended September 30, 2003 Compared to the Nine Months Ended September 30, 2002.

Total revenue. “Total revenue” for the nine months ended September 30, 2003 was $4.23 billion, an increase of $729.9 million or 20.9% compared to the nine months ended September 30, 2002. This increase was attributable to

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continued DISH Network subscriber growth and increased monthly average revenue per subscriber. The increase was partially offset by decreases in “DTH equipment sales” (discussed below) and “Other revenue”.

Subscription television services. “Subscription television services revenue” totaled $3.99 billion for the nine months ended September 30, 2003, an increase of $785.7 million or 24.5% compared to the same period in 2002. This increase was attributable to continued DISH Network subscriber growth and an increase in monthly average revenue per subscriber.

DTH equipment sales. For the nine months ended September 30, 2003, “DTH equipment sales” totaled $161.9 million, a decrease of $39.9 million compared to the same period during 2002. This decrease resulted from both lower sales of digital set-top boxes to Bell ExpressVu and a decrease in sales of DBS accessories.

Subscriber-related expenses. “Subscriber-related expenses” totaled $1.97 billion during the nine months ended September 30, 2003, an increase of $341.4 million compared to the same period in 2002. This increase is primarily attributable to the increase in DISH Network subscribers. These expenses represented 49.4% and 50.8% of “Subscription television services revenue” during the nine months ended September 30, 2003 and 2002, respectively. The decrease in “Subscriber-related expenses” as a percentage of “Subscription television services revenue” primarily resulted from the increase in monthly average revenue per subscriber and increased operating efficiencies.

Satellite and transmission expenses. “Satellite and transmission expenses” totaled $54.3 million during the nine months ended September 30, 2003, a $9.4 million increase compared to the same period in 2002. This increase primarily resulted from launch and operational costs associated with the increasing number of markets in which we offer local network channels by satellite. “Satellite and transmission expenses” totaled 1.4% of “Subscription television services revenue” during each of the nine months ended September 30, 2003 and 2002.

Cost of sales — DTH equipment. “Cost of sales — DTH equipment” totaled $105.0 million during the nine months ended September 30, 2003, a decrease of $18.9 million compared to the same period in 2002. This decrease related primarily to a decrease in sales of digital set-top boxes to Bell ExpressVu and a decrease in sales of DBS accessories. This decrease was partially offset by the $6.5 million non-recurring reduction in the cost of set-top box equipment during the nine months ended September 30, 2002. “Cost of sales — DTH equipment” represented 64.9% and 61.4% of “DTH equipment sales” during the nine months ended September 30, 2003 and 2002, respectively.

Subscriber acquisition costs. During the nine months ended September 30, 2003, our subscriber acquisition costs totaled approximately $940.4 million, or approximately $441 per new subscriber activation. Comparatively, our subscriber acquisition costs during the nine months ended September 30, 2002 totaled approximately $812.4 million, or approximately $409 per new subscriber activation. The relative increase resulted from a non-recurring reduction in the cost of set-top box equipment of approximately $47.7 million during the nine months ended September 30, 2002, and also from sales of equipment at little or no cost to the subscriber, together with a corresponding decrease in subscriber equipment leases. Subscriber acquisition costs during the nine months ended September 30, 2003 include a benefit of approximately $34.4 million primarily related to the receipt of a reimbursement payment for previously sold set-top box equipment pursuant to a litigation settlement.

We exclude equipment capitalized under our lease promotion from our calculation of subscriber acquisition costs. We also exclude payments and certain returned equipment received from disconnecting lease promotion subscribers from our calculation of subscriber acquisition costs. Equipment capitalized under our lease promotion totaled approximately $86.6 million and $239.8 million for the nine months ended September 30, 2003 and 2002, respectively. Returned equipment received from disconnecting lease promotion subscribers, which became available for sale rather than being redeployed through the lease promotion, together with payments received in connection with equipment not returned, totaled approximately $16.3 million and $30.4 million during the nine months ended September 30, 2003 and 2002, respectively. This decrease resulted from a greater percentage of returned leased equipment being redeployed to new lease customers and relatively less of that equipment being offered for sale as remanufactured equipment.

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General and administrative expenses. “General and administrative expenses” totaled $258.1 million during the nine months ended September 30, 2003, an increase of $27.6 million compared to the same period in 2002. This increase was principally attributable to increased personnel and infrastructure expenses to support the growth of the DISH Network. “General and administrative expenses” represented 6.1% of “Total revenue” during the nine months ended September 30, 2003 as compared to 6.6% during the nine months ended September 30, 2002. This decrease in “General and administrative expenses” as a percent of “Total revenue” was the result of increased operational efficiencies.

Non-cash, Stock-based Compensation. During 1999, we adopted an incentive plan under our 1995 Stock Incentive Plan that provided certain key employees with incentives including stock options. During the nine months ended September 30, 2003 and 2002, we recognized approximately $2.9 million and $7.6 million, respectively, of compensation under this performance-based plan. This decrease was primarily attributable to stock option forfeitures resulting from employee terminations. The remaining deferred compensation of $2.9 million as of September 30, 2003, which will be reduced by future forfeitures, if any, will be recognized over the remaining vesting period, ending on March 31, 2004.

We report all non-cash compensation based on stock option appreciation as a single-expense category in our accompanying statements of operations. The following table indicates the other expense categories in our statements of operations that would be affected if non-cash, stock-based compensation was allocated to the same expense categories as the base compensation for key employees who participate in the 1999 incentive plan.

Depreciation and Amortization. “Depreciation and amortization expense” totaled $298.9 million during the nine months ended September 30, 2003, a $31.5 million increase compared to the same period in 2002. This increase primarily resulted from an increase in depreciation related to the commencement of commercial operation of EchoStar VII in April 2002, commencement of commercial operations of EchoStar VIII in October 2002 and leased equipment and other depreciable assets placed in service during 2002 and 2003.

Other Income (Expense). “Other expense”, net, totaled $328.6 million during the nine months ended September 30, 2003, compared to $493.8 in the same period in 2002. The change was primarily attributable to the absence during 2003 of any “Change in valuation of contingent value rights”, which totaled $139.9 million during the nine months ended September 30, 2002. The absence during 2003 was a result of the repurchase of our Series D convertible preferred stock during the fourth quarter of 2002. The change also resulted from a $79.4 million decrease in “Other expense” primarily related to losses on investments recorded during the nine months ended September 30, 2002. This change was partially offset by an increase in interest expense as a result of the $25.3 million impact of the partial redemption of our 9 1/8% Senior Notes due 2009, partially offset by a $13.9 million reduction in the amount of interest capitalized during the nine months ended September 30, 2003 as compared to the same period in 2002. Interest is capitalized during the construction phase of a satellite and ceases to be capitalized upon commercial operation of the satellite. Therefore, once EchoStar VII and EchoStar VIII commenced commercial operation during April 2002 and October 2002, respectively, we ceased capitalizing interest related to these satellites. The expensing of this previously capitalized interest resulted in an increase in “Interest expense” which was also partially offset by the cessation of interest costs related to our merger financing activities. “Interest income” decreased primarily as a result of lower returns realized on cash balances in 2003 as compared to 2002.

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Earnings Before Interest, Taxes, Depreciation and Amortization. EBITDA is defined as “Net income (loss)” plus “Interest expense” net of “Interest income”, “Taxes” and “Depreciation and amortization”. Effective January 1, 2003, we include “Non-cash, stock-based compensation expense” in our definition of EBITDA. Effective April 1, 2003, we include “Other income and expense” items and “Change in valuation of contingent value rights” in our definition of EBITDA. All prior amounts conform to the current presentation. EBITDA was $862.3 million during the nine months ended September 30, 2003, compared to $386.9 million during the same period in 2002. The improvement was primarily attributable to the decrease in the “Change in valuation of contingent value rights” of $139.9 million and from a reduction in “Other expense” totaling $79.4 million (discussed above) as well as the increase in the number of DISH Network subscribers, which continues to result in revenue sufficient to support the cost of new and existing subscribers. The improvement was partially offset by a decrease in subscribers leasing equipment and a corresponding increase in equipment subsidies compared to the same period in 2002, as well as a decrease in “DTH equipment sales”. EBITDA does not include the impact of capital expenditures under our lease promotion of approximately $86.6 million and $239.8 million during the nine months ended September 30, 2003 and 2002, respectively.

The following table reconciles EBITDA to Net income (loss):

EBITDA is not a measure determined in accordance with accounting principles generally accepted in the United States, or GAAP, and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP. EBITDA is used as a measurement of operating efficiency and overall financial performance and we believe it to be a helpful measure for those evaluating companies in the multi-channel video programming distribution industry. Conceptually, EBITDA measures the amount of income generated each period that could be used to service debt, pay taxes and fund capital expenditures. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Net income (loss). “Net income” was $221.8 million during the nine months ended September 30, 2003, an improvement of $387.9 million compared to the same period in 2002. The improvement was primarily attributable to an increase in “Operating income” and a decrease in “Other income and expense”, the components of which are discussed above.

Net income (loss) available (attributable) to common shareholders. “Net income available to common shareholders” was $221.8 million during the nine months ended September 30, 2003, an increase of $449.8 million compared to the same period in 2002. The improvement was primarily attributable to the increase in “Net income (loss)” discussed above. In addition, “Net income (loss) available (attributable) to common shareholders” during the nine months ended September 30, 2002 was negatively impacted by a one-time beneficial conversion feature charge associated with issuance of our Series D convertible preferred stock. Our Series D convertible preferred stock was subsequently repurchased during December 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash Sources

As of September 30, 2003, our restricted and unrestricted cash, cash equivalents and marketable investment securities totaled $3.19 billion, including $127.1 million of cash reserved for satellite insurance and approximately $9.9 million

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of other restricted cash, compared to $2.85 billion, including $151.4 million of cash reserved for satellite insurance and $10.0 million of other restricted cash, as of December 31, 2002. For the nine months ended September 30, 2003 and 2002, we reported “Net cash flows from operating activities” of $651.9 million and $463.3 million, respectively.

Free Cash Flow

We define free cash flow as “Net cash flows from operating activities” less “Purchases of property and equipment”, as shown on our Condensed Consolidated Statements of Cash Flows. We believe free cash flow is an important metric because it measures during a given period the amount of cash generated that is available for debt obligations and investments other than purchases of property and equipment. Free cash flow is not a measure determined in accordance with accounting principles generally accepted in the United States, or GAAP, and should not be considered a substitute for “Operating income”, “Net income”, “Net cash flows from operating activities” or any other measure determined in accordance with GAAP. We believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure of “Net cash flows from operating activities” because free cash flow includes investments in operational assets. Free cash flow does not represent residual cash available for discretionary expenditures, since it excludes cash required for debt service. Free cash flow also excludes cash which may be necessary for acquisitions, investments and other needs that may arise.

Free cash flow was $410.2 million and $107.2 million for the nine months ended September 30, 2003 and 2002, respectively. The increase of approximately $303.0 million from the same period in 2002 resulted from a decrease in “Purchases of property and equipment” of approximately $114.4 million and an increase in “Net cash flows from operating activities” of approximately $188.6 million. The decrease in “Purchases of property and equipment” was primarily attributable to reduced spending on the construction of satellites and the capitalization of less equipment under our lease promotion. The increase in “Net cash flows from operating activities” is primarily related to an improvement in net income (as discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations) and greater cash flow generated from changes in working capital for the nine months ended September 30, 2003 compared to the same period in 2002. Additionally, our free cash flow during the nine months ended September 30, 2003 benefited from a non-recurring $30.0 million prepayment received for services to be provided to third parties, which will be substantially offset by expenditures in future periods. This improvement was partially offset by a $50.0 million satellite deposit paid to SES Americom in 2003 that is included in “Other non-current assets” (see Note 8 to the Condensed Consolidated Financial Statements for further discussion). The following table reconciles free cash flow to “Net cash flows from operating activities”.

During the nine months ended September 30, 2003 and 2002, free cash flow was positively impacted by significant changes in operating assets and liabilities as shown in the “Net cash flows from operating activities” section of our Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and receipts and inventory levels. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber growth, subscriber revenue, subscriber churn, operating efficiencies, increases or decreases in purchases of property and equipment and other factors.

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Seasonal inventory increases, together with our transition during the fourth quarter of 2003 to an inventory including newly developed products, will result in increased total inventory during that period. This inventory increase, together with increased capital expenditures, premiums we pay in connection with our debt repurchase and redemption programs and other factors, could result in negative free cash flow for the fourth quarter of 2003.

Impacts from our litigation with the networks in Florida, FCC rules governing the delivery of superstations and other factors could cause us to terminate delivery of network channels and superstations to a substantial number of our subscribers, which could cause many of those customers to cancel their subscription to our other services. In the event the Court of Appeals upholds the Miami District Court’s network litigation injunction, and if we do not reach private settlement agreements with additional stations, we will attempt to assist subscribers in arranging alternative means to receive network channels, including migration to local channels by satellite where available, and free off air antenna offers in other markets. However, we cannot predict with any degree of certainty how many subscribers might ultimately cancel their primary DISH Network programming as a result of termination of their distant network channels. We could be required to terminate distant network programming to all subscribers in the event the plaintiffs prevail on their cross-appeal and we are permanently enjoined from delivering all distant network channels. Termination of distant network programming to subscribers would result in a reduction in average monthly revenue per subscriber and a temporary increase in churn. Our future capital expenditures could increase or decrease depending on the strength of the economy, strategic opportunities or other factors.

Investment Securities

We currently classify all marketable investment securities as available-for-sale. In accordance with generally accepted accounting principles, we adjust the carrying value of our available-for-sale marketable investment securities to fair market value and report the related temporary unrealized gains and losses as a separate component of stockholders’ deficit, net of related deferred income tax, if applicable. Declines in the fair market value of a marketable investment security which are estimated to be “other than temporary” must be recognized in the statement of operations, thus establishing a new cost basis for such investment. We evaluate our marketable investment securities portfolio on a quarterly basis to determine whether declines in the market value of these securities are other than temporary. This quarterly evaluation consists of reviewing, among other things, the fair value of our marketable investment securities compared to the carrying value of these securities, the historical volatility of the price of each security and any market and company specific factors related to each security. Generally, absent specific factors to the contrary, declines in the fair value of investments below cost basis for a period of less than six months are considered to be temporary. Declines in the fair value of investments for a period of six to nine months are evaluated on a case by case basis to determine whether any company or market-specific factors exist which would indicate that such declines are other than temporary. Declines in the fair value of investments below cost basis for greater than nine months are considered other than temporary and are recorded as charges to earnings, absent specific factors to the contrary.

As of September 30, 2003, we recorded unrealized gains of approximately $44.7 million as a separate component of stockholders’ deficit. During the nine months ended September 30, 2003, we also recorded an aggregate charge to earnings for other than temporary declines in the fair market value of certain of our marketable investment securities of approximately $2.0 million and established a new cost basis for these securities. In addition, we realized gains of approximately $3.1 million on the sales of marketable investment securities. Our approximately $3.19 billion of restricted and unrestricted cash, cash equivalents and marketable investment securities include debt and equity securities which we own for strategic and financial purposes. The fair market value of these strategic marketable investment securities aggregated approximately $160.9 million as of September 30, 2003. During the nine months ended September 30, 2003, our portfolio generally, and our strategic investments particularly, experienced volatility. If the fair market value of our marketable securities portfolio does not remain above cost basis or if we become aware of

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Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Continued

any market or company specific factors that indicate that the carrying value of certain of our securities is impaired, we may be required to record charges to earnings in future periods equal to the amount of the decline in fair value.

We also have made strategic equity investments in certain non-marketable investment securities. These securities are not publicly traded. Our ability to realize value from our strategic investments in companies that are not public is dependent on the success of their business and their ability to obtain sufficient capital to execute their business plans. Since private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them that we will not be able to obtain full value for them. We evaluate our non-marketable investment securities on a quarterly basis to determine whether the carrying value of each investment is impaired. This quarterly evaluation consists of reviewing, among other things, company business plans and current financial statements, if available, for factors which may indicate an impairment in our investment. Such factors may include, but are not limited to, cash flow concerns, material litigation, violations of debt covenants and changes in business strategy. During the nine months ended September 30, 2003, we did not record any impairment charges with respect to these instruments.

Subscriber Turnover

Our percentage monthly churn for the nine months ended September 30, 2003 was approximately 1.58%, compared to our percentage churn for the same period in 2002 of approximately 1.59%. We calculate percentage monthly churn by dividing the number of subscribers who terminate service during the month by total subscribers as of the beginning of the month. We are not aware of any uniform standards for calculating churn and believe presentations of churn may not be calculated consistently by different entities in the same or similar businesses. Impacts from our litigation with the networks in Florida, FCC rules governing the delivery of superstations and other factors could cause us to terminate delivery of network channels and superstations to a substantial number of our subscribers, which could cause many of those customers to cancel their subscription to our other services. In the event the Court of Appeals upholds the Miami District Court’s network litigation injunction, and if we do not reach private settlement agreements with additional stations, we will attempt to assist subscribers in arranging alternative means to receive network channels including migration to local channels by satellite where available, and free off air antenna offers in other markets. However, we cannot predict with any degree of certainty how many subscribers might ultimately cancel their primary DISH Network programming as a result of termination of their distant network channels. We could be required to terminate distant network programming to all subscribers in the event the plaintiffs prevail on their cross-appeal and we are permanently enjoined from delivering all distant network channels. Termination of distant network programming to subscribers would result in a reduction in average monthly revenue per subscriber and a temporary increase in churn.

Increases in piracy or theft of our signal, or our competitors’ signals, also could cause churn to increase in future periods. In addition, in April 2002, the FCC concluded that our “must carry” implementation methods were not in compliance with the “must carry” rules. If the FCC finds our subsequent remedial actions unsatisfactory, while we would attempt to continue providing local network channels in all markets without interruption, we could be forced by capacity constraints to reduce the number of markets in which we provide local channels. This could cause a temporary increase in churn and a small reduction in average monthly revenue per subscriber. Additionally, as the size of our subscriber base continues to increase, even if percentage churn remains constant, increasing numbers of gross new subscribers are required to sustain net subscriber growth.

Subscriber Acquisition Costs

As previously described, we generally subsidize installation and all or a portion of the cost of EchoStar receiver systems in order to attract new DISH Network subscribers. Our average subscriber acquisition costs were approximately $441 per new subscriber activation during the nine months ended September 30, 2003. While there can be no assurance, we believe continued tightening of credit requirements, together with promotions tailored towards subscribers with multiple receivers, will attract better long-term subscribers. Our subscriber acquisition costs, both in the aggregate and on a per new subscriber activation basis, may materially increase to the extent that

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we introduce more aggressive promotions if we determine that they are necessary to respond to competition, or for other reasons.

We exclude equipment capitalized under our lease promotion from our calculation of subscriber acquisition costs. We also exclude payments and certain returned equipment received from disconnecting lease promotion subscribers from our calculation of subscriber acquisition costs. Equipment capitalized under our lease promotion totaled approximately $86.6 million and $239.8 million for the nine months ended September 30, 2003 and 2002, respectively. Returned equipment received from disconnecting lease promotion subscribers, which became available for sale rather than being redeployed through the lease promotion, together with payments received in connection with equipment not returned, totaled approximately $16.3 million and $30.4 million during the nine months ended September 30, 2003 and 2002, respectively. This decrease resulted from a greater percentage of returned leased equipment being redeployed to new lease customers and relatively less of that equipment being offered for sale as remanufactured equipment.

Funds necessary to meet subscriber acquisition costs are expected to be satisfied from existing cash and investment balances to the extent available. We may, however, decide to raise additional capital in the future to meet these requirements. If we decided to raise capital today, a variety of debt and equity funding sources would likely be available to us. However, there can be no assurance that additional financing will be available on acceptable terms, or at all, if needed in the future.

Obligations and Future Capital Requirements

The indentures related to certain of EDBS’ senior notes contain restrictive covenants that require us to maintain satellite insurance with respect to at least half of the satellites EDBS owns or leases. As of September 30, 2003, eight of our nine in-orbit satellites were in service and owned by a direct subsidiary of EDBS. As of September 30, 2003, insurance coverage was therefore required for at least four of EDBS’ eight satellites. The launch and/or in-orbit insurance policies for EchoStar I through EchoStar VIII have expired. We have been unable to obtain insurance on any of these satellites on terms acceptable to us. As a result, we are currently self-insuring these satellites. To satisfy insurance covenants related to EDBS’ senior notes, we have reclassified an amount equal to the depreciated cost of four of our satellites from “Cash and cash equivalents” to “Cash reserved for satellite insurance” on our balance sheet. As of September 30, 2003, “Cash reserved for satellite insurance” totaled approximately $127.1 million. The reclassifications will continue until such time, if ever, as we can again insure our satellites on acceptable terms and for acceptable amounts or until the covenants requiring the insurance are no longer applicable. We believe we have in-orbit satellite capacity sufficient to expeditiously recover transmission of most programming in the event one of our in-orbit satellites fails. However, the cash reserved for satellite insurance is not adequate to fund the construction, launch and insurance for a replacement satellite in the event of a complete loss of a satellite. Programming continuity cannot be assured in the event of multiple satellite losses.

During March 2003, one of our wholly-owned subsidiaries, EchoStar Satellite Corporation (“ESC”), entered into a satellite service agreement with SES Americom for all of the capacity on an FSS satellite to be located at the 105 degree west orbital location. This satellite is scheduled to be launched during the second half of 2004. ESC also agreed to lease all of the capacity on an existing in-orbit FSS satellite at the 105 degree orbital location beginning August 1, 2003 and continuing in most circumstances until the new satellite is launched. ESC intends to use the capacity on the satellites to offer a combination of satellite TV programming including local network channels in additional markets and expanded high definition programming, together with satellite-delivered, high-speed internet services. In connection with the SES agreement, ESC paid a $50.0 million deposit to SES Americom to partially fund construction of the new satellite. The ten-year satellite service agreement is renewable by ESC on a year to year basis following the initial term, and provides ESC with certain rights to replacement satellites at the 105 degree west orbital location. We are required to make monthly payments to SES Americom for both the existing in-orbit FSS satellite and also for the new satellite for the ten-year period following its launch. During August 2003, we exercised our option under the SES agreement to also lease for an initial ten-year term all of the capacity on a new DBS satellite at an orbital location to be determined at a future date. We anticipate that this satellite will be launched during the fourth quarter of 2005.

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During July 2003, we entered into a contract for the construction of EchoStar X, a high-powered DBS satellite. Construction is expected to be completed during 2005. With spot-beam capacity, EchoStar X will provide back up protection for our existing local channel offerings, and could allow DISH Network to offer other value added services.

In addition to our DBS business plan, we have FCC authorized orbital slots for a two-satellite FSS Ku-band satellite system and a two-satellite FSS Ka-band satellite system. EchoStar IX was successfully launched to the 121 degree orbital location on August 7, 2003. Its 32 licensed Ku-band transponders are expected to provide additional video service choices for DISH Network subscribers utilizing a specially-designed dish beginning during the fourth quarter of 2003. EchoStar IX is also equipped with two Ka-band transponders which we intend to utilize to confirm the commercial viability of direct-to-home Ka-band video and data services.

We currently own a 90.0% interest in VisionStar, Inc., (“VisionStar”) which holds a Ka-band FCC license at the 113 degree orbital location. We did not complete construction or launch of a VisionStar satellite by the applicable FCC milestone deadlines and have requested an extension of these milestones from the FCC. Failure to receive an extension, of which there can be no assurance, would render the license invalid. In the future, we may fund construction, launch and insurance of this and additional satellites through cash from operations, public or private debt or equity financing, joint ventures with others, or from other sources, although there is no assurance that such funding will be available.

As a result of our recent agreements with SES Americom, and for the construction of EchoStar X, our obligations for payments related to satellites have increased substantially. While in certain circumstances the dates on which we are obligated to make these payments could be delayed, the aggregate amount due under all of our existing satellite-related contracts including satellite construction and launch, satellite leases, in-orbit payments to satellite manufacturers and tracking, telemetry and control payments is expected to be approximately $42.0 million for the remainder of 2003, $90.0 million during 2004, $101.0 million during 2005, $120.0 million during 2006, $105.0 million during 2007 and similar amounts in subsequent years. These amounts will increase when we commence payments for the launch of EchoStar X, and would further increase to the extent we procure insurance for our satellites or contract for the construction, launch or lease of additional satellites.

We expect that our future working capital, capital expenditure and debt service requirements will be satisfied primarily from existing cash and investment balances and cash generated from operations. Our ability to generate positive future operating and net cash flows is dependent upon, among other things, our ability to retain existing DISH Network subscribers. There can be no assurance that we will be successful in achieving any or all of our goals. The amount of capital required to fund our future working capital and capital expenditure needs will vary, depending, among other things, on the rate at which we acquire new subscribers and the cost of subscriber acquisition, including capitalized costs associated with our lease promotion. Our capital expenditures will also vary depending on the number of satellites leased or under construction at any point in time. Our working capital and capital expenditure requirements could increase materially in the event of increased competition for subscription television customers, significant satellite failures, or in the event of continued general economic downturn, among other factors. These factors could require that we raise additional capital in the future.

From time to time, we evaluate opportunities for strategic investments or acquisitions that would complement our current services and products, enhance our technical capabilities or otherwise offer growth opportunities. Future material investments or acquisitions may require that we obtain additional capital. There can be no assurance that we could raise all required capital or that required capital would be available on acceptable terms.

Item 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risks Associated With Financial Instruments

As of September 30, 2003, our restricted and unrestricted cash, cash equivalents and marketable investment securities had a fair value of approximately $3.19 billion. Of that amount, a total of approximately $3.03 billion was invested in: (a) cash; (b) debt instruments of the U.S. Government and its agencies; (c) commercial paper and notes with an overall

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average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; and (d) instruments with similar risk characteristics to the commercial paper described above. The primary purpose of these investing activities has been to preserve principal until the cash is required to fund operations. Consequently, the size of this portfolio fluctuates significantly as cash is received and used in our business.

Our restricted and unrestricted cash, cash equivalents and marketable investment securities had an average annual return for the nine months ended September 30, 2003 of approximately 2.0%. A hypothetical 10.0% decrease in interest rates would result in a decrease of approximately $5.6 million in annual interest income. The value of certain of the investments in this portfolio can be impacted by, among other things, the risk of adverse changes in securities and economic markets generally, as well as the risks related to the performance of the companies whose commercial paper and other instruments we hold. However, the high quality of these investments (as assessed by independent rating agencies), reduces these risks. The value of these investments can also be impacted by interest rate fluctuations.

At September 30, 2003, all of the $3.03 billion was invested in fixed or variable rate instruments or money market type accounts. While an increase in interest rates would ordinarily adversely impact the fair value of fixed and variable rate investments, we normally hold these investments to maturity. Consequently, neither interest rate fluctuations nor other market risks typically result in significant realized gains or losses to this portfolio. A decrease in interest rates has the effect of reducing our future annual interest income from this portfolio, since funds would be re-invested at lower rates as the instruments mature. Over time, any net percentage decrease in interest rates could be reflected in a corresponding net percentage decrease in our interest income.

Included in our marketable securities portfolio balance is debt and equity of public and private companies we hold for strategic and financial purposes. As of September 30, 2003, we held strategic and financial debt and equity investments of public companies with a fair value of approximately $160.9 million. We may make additional strategic and financial investments in other debt and equity securities in the future.

The fair value of our strategic debt investments can be impacted by interest rate fluctuations. Absent the effect of other factors, a hypothetical 10.0% increase in LIBOR would result in a decrease in the fair value of our investments in these debt instruments of approximately $6.8 million. The fair value of our strategic and financial debt and equity investments can also be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries, and other factors. These investments are subject to significant fluctuations in fair market value due to the volatility of the securities markets and of the underlying businesses. A hypothetical 10.0% adverse change in the price of our public strategic debt and equity investments would result in approximately a $16.1 million decrease in the fair value of that portfolio.

In accordance with generally accepted accounting principles, we adjust the carrying value of our available-for-sale marketable investment securities to fair market value and report the related temporary unrealized gains and losses as a separate component of stockholders’ deficit, net of related deferred income tax, if applicable. Declines in the fair market value of a marketable investment security which are estimated to be “other than temporary” must be recognized in the statement of operations, thus establishing a new cost basis for such investment. We evaluate our marketable investment securities portfolio on a quarterly basis to determine whether declines in the market value of these securities are other than temporary. This quarterly evaluation consists of reviewing, among other things, the fair value of our marketable investment securities compared to the carrying value of these securities, the historical volatility of the price of each security and any market and company specific factors related to each security. Generally, absent specific factors to the contrary, declines in the fair value of investments below cost basis for a period of less than six months are considered to be temporary. Declines in the fair value of investments for a period of six to nine months are evaluated on a case by case basis to determine whether any company or market-specific factors exist which would indicate that such declines are other than temporary. Declines in the fair value of investments below cost basis for greater than nine months are considered other than temporary and are recorded as charges to earnings, absent specific factors to the contrary.

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Item 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK — Continued

As of September 30, 2003, we recorded unrealized gains of approximately $44.7 million as a separate component of stockholders’ deficit. During the nine months ended September 30, 2003, we also recorded an aggregate charge to earnings for other than temporary declines in the fair market value of certain of our marketable investment securities of approximately $2.0 million, and established a new cost basis for these securities. In addition, we realized gains of approximately $3.1 million on the sales of marketable investment securities. Our approximately $3.19 billion of restricted and unrestricted cash, cash equivalents and marketable investment securities include debt and equity securities which we own for strategic and financial purposes. The fair market value of these strategic marketable investment securities aggregated approximately $160.9 million as of September 30, 2003. During the nine months ended September 30, 2003, our portfolio generally, and our strategic investments particularly, experienced and continue to experience volatility. If the fair market value of our marketable securities portfolio does not remain above cost basis or if we become aware of any market or company specific factors that indicate that the carrying value of certain of our securities is impaired, we may be required to record charges to earnings in future periods equal to the amount of the decline in fair value.

We also have made strategic equity investments in certain non-marketable investment securities. These securities are not publicly traded. Our ability to realize value from our strategic investments in companies that are not public is dependent on the success of their business and their ability to obtain sufficient capital to execute their business plans. Since private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them that we will not be able to obtain full value for them. We evaluate our non-marketable investment securities on a quarterly basis to determine whether the carrying value of each investment is impaired. This quarterly evaluation consists of reviewing, among other things, company business plans and current financial statements, if available, for factors which may indicate an impairment in our investment. Such factors may include, but are not limited to, cash flow concerns, material litigation, violations of debt covenants and changes in business strategy. During the nine months ended September 30, 2003, we did not record any impairment charges with respect to these instruments.

As of September 30, 2003, we estimated the fair value of our fixed-rate debt and mortgages and other notes payable to be approximately $6.02 billion using quoted market prices where available, or discounted cash flow analyses. The interest rates assumed in such discounted cash flow analyses reflect interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The fair value of our fixed-rate debt and mortgages is affected by fluctuations in interest rates. A hypothetical 10.0% decrease in assumed interest rates would increase the fair value of our debt by approximately $129.9 million. To the extent interest rates increase, our costs of financing would increase at such time as we are required to refinance our debt. As of September 30, 2003, a hypothetical 10.0% increase in assumed interest rates would increase our annual interest expense by approximately $42.3 million.

We have not used derivative financial instruments for speculative purposes. We have not hedged or otherwise protected against the risks associated with any of our investing or financing activities.

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Item 4.		CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of the date of the evaluation.

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Legal Proceedings

WIC Premium Television Ltd.

During July 1998, a lawsuit was filed by WIC Premium Television Ltd. (“WIC”), an Alberta corporation, in the Federal Court of Canada Trial Division, against General Instrument Corporation, HBO, Warner Communications, Inc., John Doe, Showtime, United States Satellite Broadcasting Company, Inc., EchoStar, and certain EchoStar subsidiaries.

During September 1998, WIC filed another lawsuit in the Court of Queen’s Bench of Alberta Judicial District of Edmonton against certain defendants, including us. WIC is a company authorized to broadcast certain copyrighted work, such as movies and concerts, to residents of Canada. WIC alleges that the defendants engaged in, promoted, and/or allowed satellite dish equipment from the United States to be sold in Canada and to Canadian residents and that some of the defendants allowed and profited from Canadian residents purchasing and viewing subscription television programming that is only authorized for viewing in the United States. The lawsuit seeks, among other things, interim and permanent injunctions prohibiting the defendants from importing satellite receivers into Canada and from activating satellite receivers located in Canada to receive programming, together with damages in excess of $175.0 million.

The Court in the Alberta action denied our motion to dismiss, and our appeal of that decision. The Federal action has been dismissed. We intend to continue to vigorously defend the suit. During 2002, the Supreme Court of Canada ruled that the receipt in Canada of programming from United States pay television providers is prohibited. While we were not a party to that case, the ruling could adversely affect our defense. It is too early to make an assessment of the probable outcome of the litigation or to determine the extent of any potential liability or damages.

Distant Network Litigation

Until July 1998, we obtained feeds of distant broadcast network channels (ABC, NBC, CBS and FOX) for distribution to our customers through PrimeTime 24. In December 1998, the United States District Court for the Southern District of Florida entered a nationwide permanent injunction requiring that provider to shut off distant network channels to many of its customers, and henceforth to sell those channels to consumers in accordance with the injunction.

In October 1998, we filed a declaratory judgment action against ABC, NBC, CBS and FOX in the United States District Court for the District of Colorado. We asked the Court to find that our method of providing distant network programming did not violate the Satellite Home Viewer Act and hence did not infringe the networks’ copyrights. In November 1998, the networks and their affiliate association groups filed a complaint against us in Miami Federal Court alleging, among other things, copyright infringement. The Court combined the case that we filed in Colorado with the case in Miami and transferred it to the Miami Federal Court.

In February 1999, the networks filed a Motion for Temporary Restraining Order, Preliminary Injunction and Contempt Finding against DirecTV, Inc. in Miami related to the delivery of distant network channels to DirecTV customers by satellite. DirecTV settled that lawsuit with the networks. Under the terms of the settlement between DirecTV and the networks, some DirecTV customers were scheduled to lose access to their satellite-provided distant network channels by July 31, 1999, while other DirecTV customers were to be disconnected by December 31, 1999. Subsequently, substantially all providers of satellite-delivered network programming other than us agreed to this cut-off schedule, although we do not know if they adhered to this schedule.

In April 2002, we reached a private settlement with ABC, Inc., one of the plaintiffs in the litigation and jointly filed a stipulation of dismissal. In November 2002, we reached a private settlement with NBC, another of the plaintiffs in the litigation and jointly filed a stipulation of dismissal. We have also reached private settlements with a small number of independent stations and station groups. We were unable to reach a settlement with six of the original eight plaintiffs — CBS, Fox and the associations affiliated with each of the four networks.

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The trial took place during April 2003 and the Court issued its final judgment in June 2003. The District Court found that with one exception our current distant network qualification procedures comply with the law. We have revised our procedures to comply with the District Court’s Order. Although the plaintiffs asked the District Court to enter an injunction precluding us from selling any local or distant network programming, the District Court refused. While the networks did not claim monetary damages and none were awarded, they are seeking attorney fees in excess of $6.0 million. In August 2003, CBS agreed to release and discharge us from any obligation to pay CBS’ proportionate share of any fee award. It is too early to make an assessment of the probable outcome of the plaintiffs’ fee petition.

However, the District Court’s injunction requires us to use a computer model to requalify, as of June 2003, all of our subscribers who receive ABC, NBC, CBS or Fox programming by satellite from a market other than the city in which the subscriber lives. The Court also invalidated all waivers historically provided by network stations. These waivers, which have been provided by stations for the past several years through a third party automated system, allow subscribers who believe the computer model improperly disqualified them for distant network channels to none-the-less receive those channels by satellite. Further, even though the Satellite Home Viewer Improvement Act provides that certain subscribers who received distant network channels prior to October 1999 can continue to receive those channels through December 2004, the District Court terminated the right of our grandfathered subscribers to continue to receive distant network channels.

We believe the District Court made a number of errors and have appealed the District Court’s decision. Plaintiffs have cross-appealed. The Court of Appeals granted our request to stay the injunction until our appeal is decided. The Court of Appeals also expedited consideration of our appeal and has set oral argument for the week of February 23, 2004. It is not possible to predict how or when the Court of Appeals will rule on the merits of our appeal.

In the event the Court of Appeals upholds the injunction, and if we do not reach private settlement agreements with additional stations, we will attempt to assist subscribers in arranging alternative means to receive network channels, including migration to local channels by satellite where available, and free off air antenna offers in other markets. However, we cannot predict with any degree of certainty how many subscribers will cancel their primary DISH Network programming as a result of termination of their distant network channels. We could be required to terminate distant network programming to all subscribers in the event the plaintiffs prevail on their cross-appeal and we are permanently enjoined from delivering all distant network channels. Termination of distant network programming to subscribers would result in a reduction in average monthly revenue per subscriber and a temporary increase in churn.

Gemstar

During October 2000, Starsight Telecast, Inc., a subsidiary of Gemstar-TV Guide International, Inc. (“Gemstar”), filed a suit for patent infringement against us and certain of our subsidiaries in the United States District Court for the Western District of North Carolina, Asheville Division. The suit alleges infringement of United States Patent No. 4,706,121 (“the `121 Patent”) which relates to certain electronic program guide functions. We examined this patent and believe that it is not infringed by any of our products or services. This conclusion is supported by findings of the International Trade Commission (“ITC”) which are discussed below. The North Carolina case is stayed pending the appeal of the ITC action to the United States Court of Appeals for the Federal Circuit.

In December 2000, we filed suit against Gemstar-TV Guide (and certain of its subsidiaries) in the United States District Court for the District of Colorado alleging violations by Gemstar of various federal and state anti-trust laws and laws governing unfair competition. The lawsuit seeks an injunction and monetary damages. Gemstar filed counterclaims alleging infringement of United States Patent Nos. 5,923,362 and 5,684,525 that relate to certain electronic program guide functions. We examined these patents and believe they are not infringed by any of our products or services. In August 2001, the Federal Multi-District Litigation panel combined this suit, for pre-trial purposes, with other lawsuits asserting antitrust claims against Gemstar, which had previously been filed by other parties. In January 2002, Gemstar dropped the counterclaims of patent infringement. During March 2002, the Court denied Gemstar’s motion to dismiss our antitrust claims. In January 2003, the Court denied a more recently filed Gemstar motion for summary judgment based generally on lack of standing. In its answer, Gemstar asserted new patent infringement counterclaims regarding

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United States Patent Nos. 4,908,713 (“the ‘713 patent”) and 5,915,068 (“the ‘068 patent”, which is expired). These patents relate to on-screen programming of VCRs. We have examined these patents and believe that they are not infringed by any of our products or services. Recently, the Court granted our motions to dismiss both the ‘713 patent and the ‘068 Patent for lack of standing.

In February 2001, Gemstar filed patent infringement actions against us in the District Court in Atlanta, Georgia and with the ITC. These suits allege infringement of United States Patent Nos. 5,252,066, 5,479,268 and 5,809,204, all of which relate to certain electronic program guide functions. In addition, the ITC action alleged infringement of the `121 Patent which was also asserted in the North Carolina case previously discussed. In the Georgia district court case, Gemstar seeks damages and an injunction. The Georgia case was stayed pending resolution of the ITC action and remains stayed at this time. In December 2001, the ITC held a 15-day hearing before an administrative law judge. Prior to the hearing, Gemstar dropped its infringement allegations regarding United States Patent No. 5,252,066 with respect to which we had asserted substantial allegations of inequitable conduct. The hearing addressed, among other things, Gemstar’s allegations of patent infringement and respondents’ (SCI, Scientific Atlanta, Pioneer and us) allegations of patent misuse. During June 2002, the judge issued a Final Initial Determination finding that none of the patents asserted by Gemstar had been infringed. In addition, the judge found that Gemstar was guilty of patent misuse with respect to the `121 Patent and that the `121 Patent was unenforceable because it failed to name an inventor. The parties then filed petitions for the full ITC to review the judge’s Final Initial Determination. During August 2002, the full ITC adopted the judge’s findings regarding non-infringement and the unenforceability of the `121 Patent. The ITC did not adopt, but did not overturn, the judge’s findings of patent misuse. The ITC decision has been appealed to the United States Court of Appeals for the Federal Circuit. If the Federal Circuit were to overturn the judge’s decision, such an adverse decision in this case could temporarily halt the import of our receivers and could require us to materially modify certain user-friendly electronic programming guides and related features we currently offer to consumers. Based upon our review of these patents, and based upon the ITC’s decision, we continue to believe that these patents are not infringed by any of our products or services. We intend to continue to vigorously contest the ITC, North Carolina and Georgia suits and will, among other things, continue to challenge both the validity and enforceability of the asserted patents.

During 2000, Superguide Corp. (“Superguide”) also filed suit against us, DirecTV and others in the United States District Court for the Western District of North Carolina, Asheville Division, alleging infringement of United States Patent Nos. 5,038,211, 5,293,357 and 4,751,578 which relate to certain electronic program guide functions, including the use of electronic program guides to control VCRs. Superguide sought injunctive and declaratory relief and damages in an unspecified amount. It is our understanding that these patents may be licensed by Superguide to Gemstar. Gemstar was added as a party to this case and asserted these patents against us. We examined these patents and believe that they are not infringed by any of our products or services. A Markman ruling interpreting the patent claims was issued by the Court and in response to that ruling, we filed motions for summary judgment of non-infringement for each of the asserted patents. Gemstar filed a motion for summary judgment of infringement with respect to one of the patents. During July 2002, the Court issued a Memorandum of Opinion on the summary judgment motions. In its Opinion, the Court ruled that none of our products infringe the 5,038,211 and 5,293,357 patents. With respect to the 4,751,578 patent, the Court ruled that none of our current products infringed that patent and asked for additional information before it could rule on certain low-volume products that are no longer in production. During July 2002, the Court summarily ruled that the aforementioned low-volume products did not infringe any of the asserted patents. Accordingly, the Court dismissed the case and awarded us our court costs. Superguide and Gemstar are appealing this case to the United States Court of Appeals for the Federal Circuit. We will continue to vigorously defend this case. In the event the Federal Circuit ultimately determines that we infringe on any of the aforementioned patents, we may be subject to substantial damages, which may include treble damages and/or an injunction that could require us to materially modify certain user-friendly electronic programming guide and related features that we currently offer to consumers. It is too early to make an assessment of the probable outcome of the appeals.

California Actions

A purported class action was filed against us in the California State Superior Court for Alameda County during May 2001 by Andrew A. Werby. The complaint related to late fees, among other things. The matter was settled with no material impact on our business.

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A purported class action relating to the use of terms such as “crystal clear digital video,” “CD-quality audio,” and “on-screen program guide,” and with respect to the number of channels available in various programming packages was also filed against us in the California State Superior Court for Los Angeles County in 1999 by David Pritikin and by Consumer Advocates, a nonprofit unincorporated association. The complaint alleges breach of express warranty and violation of the California Consumer Legal Remedies Act, Civil Code Sections 1750, et seq., and the California Business & Professions Code Sections 17500 & 17200. A hearing on the plaintiffs’ motion for class certification and our motion for summary judgment was held during June 2002. At the hearing, the Court issued a preliminary ruling denying the plaintiffs’ motion for class certification. However, before issuing a final ruling on class certification, the Court granted our motion for summary judgment with respect to all of the plaintiffs’ claims. Subsequently, we filed a motion for attorney’s fees which was denied by the Court. The plaintiffs filed a notice of appeal of the court’s granting of our motion for summary judgment and we cross-appealed the Court’s ruling on our motion for attorney’s fees. It is not possible to make a firm assessment of the probable outcome of the appeal or to determine the extent of any potential liability or damages.

State Investigation

During April 2002, two state attorneys general commenced a civil investigation concerning certain of our business practices. Over the course of the next six months, 11 additional states ultimately joined the investigation. The states alleged failure to comply with consumer protection laws based on our call response times and policies, advertising and customer agreement disclosures, policies for handling consumer complaints, issuing rebates and refunds and charging cancellation fees to consumers, and other matters. We cooperated fully in the investigation. During May 2003, we entered into an Assurance of Voluntary Compliance with the states which ended their investigation. The states have released all claims related to the matters investigated.

Retailer Class Actions

We have been sued by retailers in three separate purported class actions. During October 2000, two separate lawsuits were filed in the Arapahoe County District Court in the State of Colorado and the United States District Court for the District of Colorado, respectively, by Air Communication & Satellite, Inc. and John DeJong, et al. on behalf of themselves and a class of persons similarly situated. The plaintiffs are attempting to certify nationwide classes on behalf of certain of our satellite hardware retailers. The plaintiffs are requesting the Courts to declare certain provisions of, and changes to, alleged agreements between us and the retailers invalid and unenforceable, and to award damages for lost incentives and payments, charge backs, and other compensation. We are vigorously defending against the suits and have asserted a variety of counterclaims. The United States District Court for the District of Colorado stayed the Federal Court action to allow the parties to pursue a comprehensive adjudication of their dispute in the Arapahoe County State Court. John DeJong, d/b/a Nexwave, and Joseph Kelley, d/b/a Keltronics, subsequently intervened in the Arapahoe County Court action as plaintiffs and proposed class representatives. We have filed a motion for summary judgment on all counts and against all plaintiffs. The plaintiffs have filed a motion for additional time to conduct discovery to enable them to respond to our motion. The Court has not ruled on either of the two motions. It is too early to make an assessment of the probable outcome of the litigation or to determine the extent of any potential liability or damages.

Satellite Dealers Supply, Inc. (“SDS”) filed a lawsuit against us in the United States District Court for the Eastern District of Texas during September 2000, on behalf of itself and a class of persons similarly situated. The plaintiff was attempting to certify a nationwide class on behalf of sellers, installers, and servicers of satellite equipment who contract with us and who allege that we: (1) charged back certain fees paid by members of the class to professional installers in violation of contractual terms; (2) manipulated the accounts of subscribers to deny payments to class members; and (3) misrepresented, to class members, the ownership of certain equipment related to the provision of our satellite television service. During September 2001, the Court granted our motion to dismiss. The plaintiff moved for reconsideration of the Court’s order dismissing the case. The Court denied the plaintiff’s motion for reconsideration. The trial court denied our motions for sanctions against SDS. Both parties have now perfected appeals before the Fifth Circuit Court of Appeals. The parties’ written briefs have been filed and oral argument was heard by the Court on August 4, 2003. It is not possible to make a firm assessment of the probable outcome of the appeals or to determine the extent of any potential liability or damages.

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PART II — OTHER INFORMATION

StarBand Shareholder Lawsuit

On August 20, 2002, a limited group of shareholders in StarBand filed an action in the Delaware Court of Chancery against EchoStar and EchoBand Corporation, together with four EchoStar executives who sat on the Board of Directors for StarBand, for alleged breach of the fiduciary duties of due care, good faith and loyalty, and also against EchoStar and EchoBand Corporation for aiding and abetting such alleged breaches. Two of the individual defendants, Charles W. Ergen and David K. Moskowitz, are members of our Board of Directors. The action stems from the defendants’ involvement as directors, and EchoBand’s position as a shareholder, in StarBand, a broadband Internet satellite venture in which we invested. On July 28, 2003, the Court granted the defendants’ motion to dismiss on all counts. The Plaintiffs have since filed a notice of appeal. It is not possible to make a firm assessment of the probable outcome of the appeal or to determine the extent of any potential liability or damages.

Shareholder Derivative Action

During October 2002, a purported shareholder filed a derivative action against members of our Board of Directors in the United States District Court of Clark County, Nevada and naming us as a nominal defendant. The complaint alleges breach of fiduciary duties, corporate waste and other unlawful acts relating to our agreement to (1) pay Hughes Electronics Corporation a $600.0 million termination fee in certain circumstances and (2) acquire Hughes’ shareholder interest in PanAmSat. The agreements to pay the termination fee and acquire PanAmSat were required in the event that the merger with DirecTV was not completed by January 21, 2003. During July 2003, the individual Board of Director defendants were dismissed from the suit, and EchoStar was dismissed during August 2003. The plaintiff filed a motion for attorney’s fees. The Court granted our motion for summary judgment. The plaintiff did not file an appeal.

In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity.

Satellite Insurance

In September 1998, we filed a $219.3 million insurance claim for a total loss under the launch insurance policies covering EchoStar IV. The satellite insurance consists of separate substantially identical policies with different carriers for varying amounts that, in combination, create a total insured amount of $219.3 million. The insurance carriers include La Reunion Spatiale; AXA Reinsurance Company (n/k/a AXA Corporate Solutions Reinsurance Company), United States Aviation Underwriters, Inc., United States Aircraft Insurance Group; Assurances Generales De France I.A.R.T. (AGF); Certain Underwriters at Lloyd’s, London; Great Lakes Reinsurance (U.K.) PLC; British Aviation Insurance Group; If Skaadeforsikring (previously Storebrand); Hannover Re (a/k/a International Hannover); The Tokio Marine & Fire Insurance Company, Ltd.; Marham Space Consortium (a/k/a Marham Consortium Management); Ace Global Markets (a/k/a Ace London); M.C. Watkins Syndicate; Goshawk Syndicate Management Ltd.; D.E. Hope Syndicate 10009 (Formerly Busbridge); Amlin Aviation; K.J. Coles & Others; H.R. Dumas & Others; Hiscox Syndicates, Ltd.; Cox Syndicate; Hayward Syndicate; D.J. Marshall & Others; TF Hart; Kiln; Assitalia Le Assicurazioni D’Italia S.P.A. Roma; La Fondiaria Assicurazione S.P.A., Firenze; Vittoria Assicurazioni S.P.A., Milano; Ras — Riunione Adriatica Di Sicurta S.P.A., Milano; Societa Cattolica Di Assicurazioni, Verano; Siat Assicurazione E Riassicurazione S.P.A, Genova; E. Patrick; ZC Specialty Insurance; Lloyds of London Syndicates 588 NJM, 1209 Meb AND 861 Meb; Generali France Assurances; Assurance France Aviation; and Ace Bermuda Insurance Ltd.

The insurance carriers offered us a total of approximately $88.0 million, or 40.0% of the total policy amount, in settlement of the EchoStar IV insurance claim. The insurers assert, among other things, that EchoStar IV was not a total loss, as that term is defined in the policy, and that we did not abide by the exact terms of the insurance policies. We strongly disagree and filed arbitration claims against the insurers for breach of contract, failure to pay a valid insurance claim and bad faith denial of a valid claim, among other things. Due to individual forum selection clauses in certain of the policies, we are pursuing our arbitration claims against Ace Bermuda Insurance Ltd. in London, England, and our arbitration claims against all of the other insurance carriers in New York, New York. The New York arbitration commenced on April 28, 2003, and hearings are scheduled to resume in November 2003. The

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PART II — OTHER INFORMATION

parties to the London arbitration have agreed to stay that proceeding pending a ruling in the New York arbitration. There can be no assurance that we will receive the amount claimed in either the New York or the London arbitrations or, if we do, that we will retain title to EchoStar IV with its reduced capacity.

In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity.

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 21, 2003, we issued and sold a $500.0 million 3.0% Convertible Subordinated Note due 2010 to SBC Communications, Inc. (“SBC”) in a privately negotiated transaction exempt from registration under Section 4(2) of the Securities Act of 1933. The note is an unsecured obligation convertible into approximately 6.87 million shares of our Class A Common Stock at the option of SBC at $72.82 per share, subject to adjustment in certain circumstances. Commencing July 21, 2008, we may redeem, and SBC may require us to purchase, all or a portion of the note without premium.

41

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PART II — OTHER INFORMATION

 

Item 6.		EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits.

	4.1			Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.2			Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.3			Indenture, relating to EDBS Floating Senior Notes due 2008, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.4			Registration Rights Agreement dated as of October 2, 2003 among EDBS and the other parties named herein
	4.5			3% Convertible Subordinated Note due 2010.
	10.1*			Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES Americom Inc. and EchoStar
	10.2*			Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc. and EchoStar
	31.1			Section 302 Certification by Chairman and Chief Executive Officer
	31.2			Section 302 Certification by Senior Vice President and Chief Financial Officer
	32.1			Section 906 Certification by Chairman and Chief Executive Officer
	32.2			Section 906 Certification by Senior Vice President and Chief Financial Officer

---

*

Filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof.

(b)

Reports on Form 8-K.

On August 4, 2003, we filed a Current Report on Form 8-K to announce that our subsidiary, EDBS, elected to redeem a portion of its outstanding 9 1/8% Senior Notes due 2009.

On August 13, 2003, we filed a Current Report on Form 8-K in connection with the filing of our Quarterly Report on Form 10-Q for the period ended June 30, 2003 attaching our earnings press release for the quarter ended June 30, 2003.

On September 4, 2003, we filed a Current Report on Form 8-K to announce the completion of the partial redemption of the 9 1/8% Senior Notes by our subsidiary, EDBS.

On September 19, 2003, we filed a Current Report on Form 8-K to announce our election to retire all of our outstanding 4 7/8% Convertible Subordinated Notes due 2007.

On September 25, 2003, we filed a Current Report on Form 8-K relating to the issuance of $2.5 billion of senior notes by our subsidiary, EDBS.

42

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SIGNATURES

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

		ECHOSTAR COMMUNICATIONS CORPORATION
		By:		/s/ Charles W. Ergen Charles W. Ergen Chairman and Chief Executive Officer (Duly Authorized Officer)
		By:		/s/ Michael R. McDonnell Michael R. McDonnell Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 10, 2003

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EXHIBIT INDEX

EXHIBIT
NUMBER				DESCRIPTION
	4.1			Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.2			Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.3			Indenture, relating to EDBS Floating Senior Notes due 2008, dated as of October 2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
	4.4			Registration Rights Agreement dated as of October 2, 2003 among EDBS and the other parties named herein
	4.5			3% Convertible Subordinated Note due 2010.
	10.1*			Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES Americom Inc. and EchoStar
	10.2*			Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc. and EchoStar
	31.1			Section 302 Certification by Chairman and Chief Executive Officer
	31.2			Section 302 Certification by Senior Vice President and Chief Financial Officer
	32.1			Section 906 Certification by Chairman and Chief Executive Officer
	32.2			Section 906 Certification by Senior Vice President and Chief Financial Officer

---

*

Filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof.

44

                                                                  EXECUTION COPY

                            ECHOSTAR DBS CORPORATION

                          5-3/4% SENIOR NOTES DUE 2008

                                    INDENTURE

                           Dated as of October 2, 2003

                         U.S. Bank National Association

                                     Trustee


                                                                  EXECUTION COPY

                              CROSS-REFERENCE 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).......................................................            11.03
   (c).......................................................            11.03
313(a).......................................................             7.06
   (b)(1)....................................................             7.06
   (b)(2)....................................................             7.07
   (c).......................................................         7.06; 11.02
   (d).......................................................             7.06
314(a).......................................................        4.03(a); 11.05
   (4).......................................................             4.04
   (b).......................................................             N/A
   (c)(1)....................................................            11.04
   (c)(2)....................................................            11.04
   (c)(3)....................................................             N/A
   (d).......................................................             N/A
   (e).......................................................            11.05
   (f).......................................................             N/A
315(a).......................................................           7.01(b)
   (b).......................................................         7.05; 11.02
   (c).......................................................           7.01(a)
   (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).......................................................             2.12
317(a)(1)....................................................             6.08
   (a)(2)....................................................             6.09
   (b).......................................................             2.04
318(a).......................................................            11.01
   (c).......................................................            11.01


- ------------------------
N/A means Not Applicable.

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

                                        i


                                TABLE OF CONTENTS



                                                                                                            Page
                                                                                                            ----
                                                                                                         
                                                        ARTICLE 1
                                       DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions..........................................................................       1

SECTION 1.02.     Other Definitions....................................................................      18

SECTION 1.03.     Incorporation by Reference of Trust Indenture Act....................................      19

SECTION 1.04.     Rules of Construction................................................................      20

                                                        ARTICLE 2
                                                        THE NOTES

SECTION 2.01.     Form and Dating......................................................................      20

SECTION 2.02.     Form of Execution and Authentication.................................................      22

SECTION 2.03.     Registrar and Paying Agent...........................................................      23

SECTION 2.04.     Paying Agent To Hold Money in Trust..................................................      23

SECTION 2.05.     Lists of Holders of the Notes........................................................      24

SECTION 2.06.     Transfer and Exchange................................................................      24

SECTION 2.07.     Replacement Notes....................................................................      35

SECTION 2.08.     Outstanding Notes....................................................................      35

SECTION 2.09.     Treasury Notes.......................................................................      35

SECTION 2.10.     Temporary Notes......................................................................      36

SECTION 2.11.     Cancellation.........................................................................      36

SECTION 2.12.     Defaulted Interest...................................................................      36

SECTION 2.13.     Record Date..........................................................................      36

SECTION 2.14.     CUSIP Number.........................................................................      37

                                                        ARTICLE 3
                                                       REDEMPTION

SECTION 3.01.     Notices to Trustee...................................................................      37

SECTION 3.02.     Selection of Notes To Be Redeemed....................................................      37

SECTION 3.03.     Notice of Redemption.................................................................      38

SECTION 3.04.     Effect of Notice of Redemption.......................................................      38

SECTION 3.05.     Deposit of Redemption Price..........................................................      38

SECTION 3.06.     Notes Redeemed in Part...............................................................      39


                                       ii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
SECTION 3.07.     Optional Redemption..................................................................      39

SECTION 3.08.     Offer To Purchase by Application of Excess Proceeds..................................      41

                                                        ARTICLE 4
                                                        COVENANTS

SECTION 4.01.     Payment of Notes.....................................................................      43

SECTION 4.02.     Maintenance of Office or Agency......................................................      43

SECTION 4.03.     Reports..............................................................................      44

SECTION 4.04.     Compliance Certificate...............................................................      44

SECTION 4.05.     Taxes................................................................................      45

SECTION 4.06.     Stay, Extension and Usury Laws.......................................................      45

SECTION 4.07.     Limitation on Restricted Payments....................................................      45

SECTION 4.08.     Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries........      50

SECTION 4.09.     Limitation on Incurrence of Indebtedness.............................................      51

SECTION 4.10.     Asset Sales..........................................................................      54

SECTION 4.11.     Limitation on Transactions with Affiliates...........................................      56

SECTION 4.12.     Limitation on Liens..................................................................      59

SECTION 4.13.     Additional Subsidiary Guarantees.....................................................      59

SECTION 4.14.     Corporate Existence..................................................................      60

SECTION 4.15.     Offer To Purchase Upon Change of Control.............................................      60

SECTION 4.16.     Limitation on Activities of the Company..............................................      61

SECTION 4.17.     Intentionally Omitted................................................................      61

SECTION 4.18.     Accounts Receivable Subsidiary.......................................................      61

SECTION 4.19.     Dispositions of ETC and Non-Core Assets..............................................      64

SECTION 4.20.     Payments For Consent.................................................................      67

SECTION 4.21.     Termination or Suspension of Certain Covenants Under Certain Conditions..............      67

                                                        ARTICLE 5
                                                       SUCCESSORS

SECTION 5.01.     Merger, Consolidation, or Sale of Assets of the Company..............................      68

SECTION 5.02.     Successor Corporation Substituted....................................................      69


                                      iii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
                                                       ARTICLE 6
                                                 DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default....................................................................      69

SECTION 6.02.     Acceleration.........................................................................      70

SECTION 6.03.     Other Remedies.......................................................................      71

SECTION 6.04.     Waiver of Past Defaults..............................................................      71

SECTION 6.05.     Control by Majority..................................................................      71

SECTION 6.06.     Limitation on Suits..................................................................      72

SECTION 6.07.     Rights of Holders of Notes To Receive Payment........................................      72

SECTION 6.08.     Collection Suit by Trustee...........................................................      72

SECTION 6.09.     Trustee May File Proofs of Claim.....................................................      73

SECTION 6.10.     Priorities...........................................................................      73

SECTION 6.11.     Undertaking for Costs................................................................      74

                                                        ARTICLE 7
                                                         TRUSTEE

SECTION 7.01.     Duties of Trustee....................................................................      74

SECTION 7.02.     Rights of Trustee....................................................................      75

SECTION 7.03.     Individual Rights of Trustee.........................................................      76

SECTION 7.04.     Trustee's Disclaimer.................................................................      76

SECTION 7.05.     Notice of Defaults...................................................................      76

SECTION 7.06.     Reports by Trustee to Holders of the Notes...........................................      76

SECTION 7.07.     Compensation and Indemnity...........................................................      77

SECTION 7.08.     Replacement of Trustee...............................................................      77

SECTION 7.09.     Successor Trustee by Merger, Etc.....................................................      79

SECTION 7.10.     Eligibility; Disqualification........................................................      79

SECTION 7.11.     Preferential Collection of Claims Against Company....................................      79

                                                        ARTICLE 8
                                        LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.     Option To Effect Legal Defeasance or Covenant Defeasance.............................      79

SECTION 8.02.     Legal Defeasance and Discharge.......................................................      79

SECTION 8.03.     Covenant Defeasance..................................................................      80


                                       iv



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
SECTION 8.04.     Conditions to Legal or Covenant Defeasance...........................................      80

SECTION 8.05.     Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous
                  Provisions...........................................................................      82

SECTION 8.06.     Repayment to Company.................................................................      82

SECTION 8.07.     Reinstatement........................................................................      82

                                                        ARTICLE 9
                                            AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     Without Consent of Holders of Notes..................................................      83

SECTION 9.02.     With Consent of Holders of Notes.....................................................      83

SECTION 9.03.     Compliance with Trust Indenture Act..................................................      85

SECTION 9.04.     Revocation and Effect of Consents....................................................      85

SECTION 9.05.     Notation on or Exchange of Notes.....................................................      85

SECTION 9.06.     Trustee To Sign Amendments, Etc......................................................      85

                                                       ARTICLE 10
                                                       GUARANTEES

SECTION 10.01.    Guarantee............................................................................      86

SECTION 10.02.    Execution and Delivery of Guarantees.................................................      87

SECTION 10.03.    Merger, Consolidation or Sale of Assets of Guarantors................................      88

SECTION 10.04.    Successor Corporation Substituted....................................................      88

SECTION 10.05.    Releases from Guarantees.............................................................      89

                                                       ARTICLE 11
                                                      MISCELLANEOUS

SECTION 11.01.    Trust Indenture Act Controls.........................................................      89

SECTION 11.02.    Notices..............................................................................      89

SECTION 11.03.    Communication by Holders of Notes with Other Holders of Notes........................      90

SECTION 11.04.    Certificate and Opinion as to Conditions Precedent...................................      91

SECTION 11.05.    Statements Required in Certificate or Opinion........................................      91

SECTION 11.06.    Rules by Trustee and Agents..........................................................      91

SECTION 11.07.    No Personal Liability of Directors, Officers, Employees, Incorporators and
                  Stockholders.........................................................................      91

SECTION 11.08.    Governing Law........................................................................      92

SECTION 11.09.    No Adverse Interpretation of Other Agreements........................................      92


                                       v



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
SECTION 11.10.    Successors...........................................................................      92

SECTION 11.11.    Severability.........................................................................      92

SECTION 11.12.    Counterpart Originals................................................................      92

SECTION 11.13.    Table of Contents, Headings, Etc.....................................................      92


                                       vi



EXHIBITS

EXHIBIT A  FORM OF NOTE
EXHIBIT B  FORM OF GUARANTEE
EXHIBIT C  FORM OF CERTIFICATE OF TRANSFER
EXHIBIT D  FORM OF CERTIFICATE OF EXCHANGE

                                       vii



                  INDENTURE, dated as of October 2, 2003, among EchoStar DBS
Corporation (the "Company"), a Colorado corporation, the Guarantors (as
hereinafter defined) 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 5-3/4% Senior Notes due 2008.

                                    RECITALS

                  The Company and the Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes and the Guarantees.

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

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

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

                  "144A Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 144A.

                  "Accounts Receivable Subsidiary" means one Unrestricted
Subsidiary of the Company specifically designated as an Accounts Receivable
Subsidiary for the purpose of financing the Company's 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 specified 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 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.

                  "Board of Directors" means the Board of Directors of the
Company.

                                       2


                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

                  "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 one year from the date of acquisition; (c) certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers' acceptances with maturities not exceeding one year 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 30 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 or
better, A-1 or better or the equivalent thereof by Moody's or S&P, respectively,
and in each case maturing within 12 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 the result of which is that any Person (other than the Principal or
a Related Party) individually owns more than 50% of the total Equity Interest of
ECC; (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, societe anonyme.

                  "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.

                                       3


                  "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 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 Tangible Assets" means, with respect to any
Person, the aggregate amount of assets of such Person (less applicable reserves
and other properly deductible items) after deducting therefrom (to the extent
otherwise included therein) (a) all current liabilities and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth in the books and records of such Person
and its consolidated Subsidiaries as of the end of the most recently ended
fiscal quarter and computed in accordance with GAAP.

                  "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 the date of this Indenture 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.

                                       4


                  "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 the date of this Indenture; 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.

                  "DBS" means direct broadcast satellite.

                  "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 owed 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 the Company and/or them in the
businesses described in Section 4.16 in an aggregate principal amount not to
exceed $200 million at any one time outstanding.

                  "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 the 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.

                  "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.

                                       5


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

                  "EchoStar I" means the Company's high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar II" means the Company's high-powered direct
broadcast satellite as identified in EchoStar's Annual Report on Form 10-K for
the year ended December 31, 2002 and consolidated financial statements included
therein.

                  "EchoStar III" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar IV" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EDBS Exchange Indenture" means the indenture, dated as of
November 4, 2002, among the Company, the guarantors of the EDBS Exchange Notes
named therein and U.S. Bank National Association, as trustee, as the same may be
amended, modified or supplemented from time to time.

                  "EDBS Exchange Notes" means the $1,000,000,000 aggregate
principal original issue amount of 10-3/8% Senior Notes due 2007 issued by the
Company.

                  "EDBS Notes" means the 2001 EDBS Notes, the 1999 EDBS Notes
and the EDBS Exchange Notes.

                  "EDBS Notes Indentures" means the 2001 EDBS Notes Indenture,
the 1999 EDBS Notes Indenture and the EDBS Exchange Indenture.

                  "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.

                  "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 Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

                                       6


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

                  "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) or pursuant to a registered exchange offer for Notes
with a Private Placement Legend issued after the Issue Date.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement with respect to the Notes.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement with respect to the Notes.

                  "Existing Indebtedness" means the Notes, the 6-3/8% Notes, the
Floating Rate Notes and any other Indebtedness of the Company and its
Subsidiaries in existence on the date of this Indenture until such amounts are
repaid.

                  "FCC" means Federal Communications Commission.

                  "Floating Rate Notes" means the $500,000,000 aggregate
principal original issue amount of Floating Rate Senior Notes due 2008 issued by
the Company under the Floating Rate Notes Indenture.

                  "Floating Rate Notes Indenture" means the indenture, dated as
of October 2, 2003, among the Company, the guarantors of the Floating Rate Notes
named therein and U.S. Bank National Association, as trustee.

                  "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 United States of America, 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, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto issued in accordance with Section 2.01 or 2.06 of
this Indenture.

                  "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 of
America 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

                                       7


(including, without limitation, letters of credit and reimbursement agreements
in respect thereof), of all or any part of any Indebtedness.

                  "Guarantee" means a guarantee of the Notes by a Guarantor.

                  "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 if
such Person or any of its Subsidiaries (or, if such Person is the Company, any
of its Restricted Subsidiaries) consummates an acquisition, merger or other
business combination or an Asset Sale or other disposition of assets subsequent
to the commencement of the Measurement Period 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 transaction(s) as if
the same had occurred at the beginning of the applicable period.

                                       8


                  "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.

                  "Initial Notes" means the $1.0 billion aggregate principal
amount 5-3/4% Senior Notes due 2008 of the Company issued under this Indenture
on the Issue Date.

                  "Initial Purchasers" means, with respect to the Notes, Banc of
America LLC and Credit Suisse First Boston LLC.

                  "Investment Grade" means, with respect to a security, that
such security is rated at least BBB- or higher by S&P or Baa3 or higher by
Moody's (or, in the event of change in ratings systems, the equivalent of such
ratings by S&P or Moody's), or the equivalent rating of another nationally
recognized statistical rating organization.

                  "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.

                  "Issue Date" means October 2, 2003, the date of original
issuance of the Initial Notes.

                  "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 or required 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.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                  "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

                                       9


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 3.0 times the Trailing Cash
Flow Amount, or, if greater and following a Fall Away Event, 15% of the
Company's Consolidated Net Tangible Assets.

                  "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 EDBS Notes" means the $1,625,000,000 aggregate principal
original issue amount of 9-3/8% Senior Notes due 2009 issued by the Company.

                  "1999 EDBS Notes Indenture" means the indenture dated January
25, 1999 among the Company, the guarantors of the 1999 EDBS 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 present and
possible future 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 authorization
for 3 DBS frequencies at the 157 degree orbital location; (2) all intangible
present and possible future authorizations, rights, interests and other
intangible assets related to the fixed satellite service 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 Ka/Ku-band
system at 83 degree and 121 degree orbital location, the application of ESC to
add

                                       10


C-band capabilities to a Ku-band satellite authorized at 83 degree orbital
location, and ESC's pending applications for Ka-band and extended Ku-band
satellites related to the fixed satellite service; (3) all present and possible
future 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 license of E-SAT,
Inc. for a low-earth orbit mobile satellite service system; (4) all present and
possible future 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 4.19.

                  "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 Initial Notes, the Exchange Notes and any
other notes issued after the Issue Date in accordance with the fourth paragraph
of Section 2.02 of this Indenture treated as a single class of securities.

                  "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 Notes, the 6-3/8% Notes
and the Floating Rate Notes pursuant to the Offering Memorandum.

                  "Offering Memorandum" means the Offering Memorandum, dated
September 18, 2003, relating to and used in connection with the Offering.

                  "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 of the Company
or the Trustee.

                                       11


                  "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 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 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 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, the 6-3/8% Notes and the
Floating Rate Notes and Liens securing any Guarantee, any Guarantee (as defined
in the 6-3/8% Notes Indenture) and any Guarantee (as defined in the Floating
Rate Notes Indenture);

                  (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 of its
Restricted Subsidiaries, 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;

                                       12


                  (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 therefor;

                  (k)      Liens existing on the Issue Date;

                  (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 the business
of the Company or any of its Restricted Subsidiaries (including, without
limitation, Liens securing Purchase Money Indebtedness) with respect to
obligations that do not exceed $50 million in principal amount in the aggregate
at any one time outstanding;

                  (n)      Liens securing Indebtedness in an amount not to
exceed $50 million incurred pursuant to clause (11) of the second paragraph of
Section 4.09 of this Indenture;

                  (o)      Liens on any asset of the Company or any of its
Restricted Subsidiaries securing Indebtedness in an amount not to exceed $25
million;

                  (p)      Liens securing Indebtedness permitted under clause
(12) 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 EDBS 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

                                       13


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.

                  "Principal" means Charles W. Ergen.

                  "Private Placement Legend" means the legend set forth in
Section 2.01 to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

                  "Purchase Money Indebtedness" means (i) Indebtedness of the
Company, or any Guarantor 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 or the Guarantors): (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; and (ii) Indebtedness of the Company or any
Guarantor which refinances Indebtedness referred to in clause (i) of this
definition, provided that such refinancing satisfies subclauses (a) and (b) of
such clause (i).

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Rating Agencies" means: (a) S&P; (b) Moody's; or (c) if S&P
or Moody's or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

                  "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

                                       14


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.

                  "Registration Rights Agreement" means the Registration Rights
Agreement for the Notes, the 6-3/8% Notes and the Floating Rate Notes, dated as
of October 2, 2003, by and among the Company, the Guarantors, the Initial
Purchasers and any other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 903 of Regulation S.

                  "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 Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

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

                  "Restricted Period" means the 40-day distribution compliance
period as defined in Regulation S.

                                       15


                  "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.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw Hill Companies, Inc.

                  "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.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "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 Issue Date.

                  "6-3/8% Notes" means the $1,000,000,000 aggregate principal
original issue amount of 6-3/8% Senior Notes due 2011 issued by the Company
under the 6-3/8% Notes Indenture.

                  "6-3/8% Notes Indenture" means the indenture, dated as of
October 2, 2003, among the Company, the guarantors of the 6-3/8% Notes named
therein and U.S. Bank National Association, as trustee.

                  "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.

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

                                       16


                  "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; provided that if the Company or any of
its Restricted Subsidiaries consummates a merger, acquisition or other business
combination or an Asset Sale or other disposition of assets subsequent to the
commencement of such period but prior to or contemporaneously with the event for
which the calculation of Trailing Cash Flow Amount is made, then Trailing Cash
Flow Amount 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.

                  "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.

                  "2001 EDBS Notes" means the $700,000,000 aggregate principal
original issue amount of 9-1/8% Senior Notes due 2009 issued by the Company.

                  "2001 EDBS Notes Indenture" means the indenture dated December
28, 2001 among the Company and U.S. Bank National Association, as trustee, as
the same may be amended, modified or supplemented from time to time.

                  "2003 Indentures" means this Indenture, the 6-3/8% Notes
Indenture and the Floating Rate Notes Indenture.

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

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Note" 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, representing Notes that do not bear
the Private Placement Legend.

                  "Unrestricted Subsidiary" or "Unrestricted Subsidiaries"
means: (A) E-Sat, Inc., Wright Travel Corporation, EchoStar Real Estate
Corporation V, EchoStar International (Mauritius) Ltd., EchoStar Manufacturing &
Distribution Private Ltd. India, Satrec Mauritius Ltd., Celsat America, WS
Acquisition Corporation, Flextracker Sdn. Bhd., Echosphere De Mexico S. De R.L.
De C.V. and EIC Spain, S.L.; and (B) any Subsidiary of the Company designated as
an Unrestricted Subsidiary in a resolution of the Board of Directors:

                  (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

                                       17


         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) 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 neither ESC nor Echosphere Corporation
may be designated as an Unrestricted Subsidiary. If 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. 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.

                  "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.

                                       18


SECTION 1.02 Other Definitions.



                                                                    Defined
Term                                                               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
"Company".....................................................        Preamble
"Covenant Defeasance".........................................        8.03
"DTC".........................................................        2.01
"ETC Amount Due...............................................        4.19
"Event of Default"............................................        6.01
"Excess Proceeds".............................................        4.10
"Excess Proceeds Offer".......................................        3.08
"H.15(519) Selected Interest Rates"...........................        3.07
"incur".......................................................        4.09
"Legal Defeasance"............................................        8.02
"Make-Whole Premium"..........................................        3.07
"Non-Core Asset Amount Due"...................................        4.19
"Offer Amount"................................................        3.08
"Offer Period"................................................        3.08
"Paying Agent"................................................        2.03
"Payment Default".............................................        6.01(f)
"Payout"......................................................        4.19
"Permitted Refinancing".......................................        4.09
"Private Placement Legend"....................................        2.01
"Purchase Date"...............................................        3.08
"Refinancing Indebtedness"....................................        4.09
"Registrar"...................................................        2.03
"Remaining Term"..............................................        3.07
"Restricted Payments".........................................        4.07
"Terminated Covenants"........................................        4.21
"Treasury Yield"..............................................        3.07


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;

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

                                       19


                  "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.

                  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 Notes may have notations,
legends or endorsements approved as to form by the Company, and required by law,
stock exchange rule, agreements to which the Company is 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:

                                       20


                  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
                  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.

                  Except as permitted by Section 2.06(g), any Note not
registered under the Securities Act shall bear the following legend (the
"Private Placement Legend") on the face thereof:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
                  ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
                  SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
                  WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
                  OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE
                  "RESALE

                                       21


                  RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
                  SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
                  RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                  GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E)
                  PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
                  AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                  TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
                  LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
                  RESALE RESTRICTION TERMINATION DATE.

The Trustee must refuse to register any transfer of a Note bearing the Private
Placement Legend that would violate the restrictions described in such legend.

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 authenticate (i) Initial Notes for original
issue on the Issue Date in an aggregate principal amount of $1.0 billion, (ii)
pursuant to the Exchange Offer, Exchange Notes from time to time for issue only
in exchange for a like principal amount of Initial Notes and (iii) subject to
compliance with Section 4.09, one or more series of Notes for original issue
after the Issue Date (such Notes to be substantially in the form of Exhibit A)
in an unlimited

                                       22


amount (and if issued with a Private Placement Legend, the same principal amount
of Exchange Notes in exchange therefor upon consummation of a registered
exchange offer) in each case upon written orders of the Company in the form of
an Officers' Certificate, which Officers' Certificate shall, in the case of any
issuance pursuant to clause (iii) above, certify that such issuance is in
compliance with Section 4.09. In addition, each such Officers' Certificate shall
specify the amount of Notes to be authenticated, the date on which the Notes are
to be authenticated, whether the Securities are to be Initial Notes, Exchange
Notes or Notes issued under clause (iii) of the preceding sentence and the
aggregate principal amount of Notes outstanding on the date of authentication,
and shall further specify the amount of such Notes to be issued as a Global Note
or Definitive Notes. Such Notes shall initially be in the form of one or more
Global Notes, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Notes to be issued, (ii) shall
be registered in the name of the Depositary for such Global Note or Notes or its
nominee and (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction. All Notes issued under this Indenture
shall vote and consent together on all matters as one class and no series of
Notes will have the right to vote or consent as a separate class on any matter.

                  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 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 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.

                                       23


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 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) shall have no
further liability for the money delivered to the Trustee. If the Company 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 amount of the Notes
held by each thereof, and the Company 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

                                       24


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), (c) or (f) 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. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth in this Indenture to the extent required by the
Securities Act. 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 Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, no transfer of beneficial interests in the
         Regulation S Global Note may be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser)
         unless permitted by applicable law and made in compliance with
         subparagraphs (ii) and (iii) below. Beneficial interests in any
         Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         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, (B) (1) if Definitive Notes are at
         such time permitted to be issued pursuant to this Indenture, 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 consummation of an Exchange Offer by the Company in
         accordance with Section 2.06(f), the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. 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

                                       25


         Securities Act, the Trustee shall adjust the principal amount of the
         relevant Global Note(s) pursuant to Section 2.06(h).

                           (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                                    (A)      if the transferee will take
                  delivery in the form of a beneficial interest in the 144A
                  Global Note, then the transferor must deliver a certificate in
                  the form of Exhibit C hereto, including the certifications in
                  item (1) thereof; and

                                    (B)      if the transferee will take
                  delivery in the form of a beneficial interest in the
                  Regulation S Global Note, then the transferor must deliver a
                  certificate in the form of Exhibit C hereto, including the
                  certifications in item (2) thereof.

                           (iv)     Transfer and Exchange of Beneficial
         Interests in a Restricted Global Note for Beneficial Interests in an
         Unrestricted Global Note. A beneficial interest in any Restricted
         Global Note may be exchanged by any Holder thereof for a beneficial
         interest in an Unrestricted Global Note or transferred to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note if the exchange or transfer complies with the
         requirements of Section 2.06(b)(ii) above and:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a beneficial interest in an
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(a)
                                    thereof, or

                                       26


                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in an Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate, one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
Definitive Notes.

                           (i)      Beneficial Interests in Restricted Global
         Notes to Restricted Definitive Notes. If any Holder of a beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Restricted Definitive Note or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Note, then, upon receipt by the
         Registrar of the following documentation:

                                    (A)      if the Holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Restricted Definitive Note, a
                  certificate from such Holder in the form of Exhibit D hereto,
                  including the certifications in item (2)(a) thereof;

                                    (B)      if such beneficial interest is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (1)
                  thereof;

                                    (C)      if such beneficial interest is
                  being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof;

                                       27


                                    (D)      if such beneficial interest is
                  being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144 under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(a) thereof;

                                    (E)      if such beneficial interest is
                  being transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit C hereto,
                  including the certifications in item (3)(b) thereof; or

                                    (F)      if such beneficial interest is
                  being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(c) thereof,

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 Restricted Definitive Note in the appropriate
principal amount. Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
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 Restricted Definitive Notes
to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

                           (ii)     Beneficial Interests in Restricted Global
         Notes to Unrestricted Definitive Notes. A Holder of a beneficial
         interest in a Restricted Global Note may exchange such beneficial
         interest for an Unrestricted Definitive Note or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                       28


                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a Definitive Note that does not
                                    bear the Private Placement Legend, a
                                    certificate from such Holder in the form of
                                    Exhibit D hereto, including the
                                    certifications in item (1)(b) thereof; or

                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a Definitive Note
                                    that does not bear the Private Placement
                                    Legend, a certificate from such Holder in
                                    the form of Exhibit C hereto, including the
                                    certifications in item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                           (iii)    Beneficial Interests in Unrestricted Global
         Notes to Unrestricted Definitive Notes. If any Holder of a beneficial
         interest in an Unrestricted 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. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall not bear the Private Placement
         Legend.

                                       29


                  (d)      Transfer and Exchange of Definitive Notes for
Beneficial Interests.

                           (i)      Restricted Definitive Notes to Beneficial
         Interests in Restricted Global Notes. If any Holder of a Restricted
         Definitive Note proposes to exchange such Note for a beneficial
         interest in a Restricted Global Note or to transfer such Restricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in a Restricted Global Note, then, upon receipt
         by the Registrar of the following documentation:

                                    (A)      if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit D hereto, including
                  the certifications in item (2)(b) thereof;

                                    (B)      if such Restricted Definitive Note
                  is being transferred to a QIB in accordance with Rule 144A
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C hereto, including the certifications in
                  item (1) thereof; or

                                    (C)      if such Restricted Definitive Note
                  is being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

                           (ii)     Restricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of a Restricted
         Definitive Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Restricted Definitive Note to
         a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                       30


                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    Definitive Notes proposes to exchange such
                                    Notes for a beneficial interest in the
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(c)
                                    thereof; or

                                             (z)      if the Holder of such
                                    Definitive Notes proposes to transfer such
                                    Notes to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in the Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from an Unrestricted
Definitive Note or a Restricted Definitive Note, as the case may be, to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 of this Indenture, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Unrestricted Definitive Notes or Restricted Definitive
Notes, as the case may be, so transferred.

                  (e)      Transfer and Exchange of Definitive Notes for
Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. 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

                                       31


authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e).

                           (i)      Restricted Definitive Notes to Restricted
         Definitive Notes. Any Restricted Definitive Note may be transferred to
         and registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Note if the Registrar receives the
         following:

                                    (A)      if the transfer will be made
                  pursuant to Rule 144A under the Securities Act, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications in item (1) thereof;

                                    (B)      if the transfer will be made
                  pursuant to Rule 903 or Rule 904, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including the certifications in item (2) thereof; and

                                    (C)      if the transfer will be made
                  pursuant to any other exemption from the registration
                  requirements of the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including, if the Registrar so requests, a certification or
                  Opinion of Counsel in form reasonably acceptable to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act.

                           (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      any such transfer is effected
                  pursuant to a Shelf Registration Statement in accordance with
                  the Registration Rights Agreement;

                                    (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    exchange such Notes for an Unrestricted
                                    Definitive

                                       32


                                    Note, a certificate from such Holder in the
                                    form of Exhibit D hereto, including the
                                    certifications in item (1)(d) thereof; or

                                             (z)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    transfer such Notes to a Person who shall
                                    take delivery thereof in the form of an
                                    Unrestricted Definitive Note, a certificate
                                    from such Holder in the form of Exhibit C
                                    hereto, including the certifications in item
                                    (4) thereof; and, in each such case set
                                    forth in this subparagraph (D), if the
                                    Registrar so requests, an Opinion of Counsel
                                    in form reasonably acceptable to the Company
                                    to the effect that such exchange or transfer
                                    is in compliance with the Securities Act and
                                    that the restrictions on transfer contained
                                    in this Indenture and in the Private
                                    Placement Legend are no longer required in
                                    order to maintain compliance with the
                                    Securities Act.

                           (iii)    Unrestricted Definitive Notes to
         Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
         Notes may transfer such Notes to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Note. Upon receipt of a request
         to register such a transfer, the Registrar shall register the
         Unrestricted Definitive Notes pursuant to the instructions from the
         Holder thereof.

                  (f)      Exchange Offer. Upon the occurrence of an Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not "affiliates" (as defined in Rule 144) of the Company,
and accepted for exchange in an Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in an Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

                  (g)      Legends. The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                           (i)      Private Placement Legend.

                                    (A)      Except as permitted by subparagraph
                  (B) below, each Global Note (other than an Unrestricted Global
                  Note) and each Definitive Note (and all Notes issued in
                  exchange therefor or substitution thereof) shall bear the
                  Private Placement Legend.

                                       33


                                    (B)      Notwithstanding the foregoing, any
                  Global Note or Definitive Note issued pursuant to
                  subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
                  (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes
                  issued in exchange therefor or substitution thereof) shall not
                  bear the Private Placement Legend.

                           (ii)     Global Note Legend. Each Global Note shall
         bear the Global Note Legend.

                  (h)      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.

                  (i)      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 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, 3.08
         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

                                       34


         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.

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 obligation of the Company.

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 protected purchaser.

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

                                       35


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 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

                                       36


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.

                                   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
35 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. If the Company is required to make the redemption pursuant to
Section 3.08, it shall furnish the Trustee, at least one but not more than 10
Business Days before a redemption date, an Officers' Certificate setting forth
(i) the redemption date and (ii) 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 deems 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

                                       37


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 Sections 3.08, 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:

                           (i)      the redemption date;

                           (ii)     the redemption price;

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

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

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

                           (vi)     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;

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

                           (viii)   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 that the Company
shall have delivered to the Trustee, at least 35 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.

                                       38


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.

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.

                  The Notes will be subject to redemption at the option of the
Company, at any time in whole, or from time to time in part, upon not less than
30 nor more than 60 days' notice, at a redemption price equal to 100% of the
principal amount of such Notes plus accrued and unpaid interest, if any, to the
applicable redemption date plus the "Make-Whole Premium." The "Make-Whole
Premium," with respect to any Note or any portion of any Note to be redeemed
shall be equal to the greater of:

                  (a)      1% of the principal amount of such Note or such
portion of a Note being redeemed and

                  (b)      the excess, if any, of

                           (i)      the sum of the present values, calculated as
         of the redemption date, of:

                                    (A)      each interest payment that, but for
                  the redemption, would have been payable on the Note, or
                  portion of a Note, being redeemed on each interest payment
                  date occurring after the redemption date, excluding any
                  accrued interest for the period prior to the redemption date,
                  plus

                                       39


                                    (B)      the principal amount that, but for
                  the redemption, would have been payable on the maturity date
                  of the Note, or portion of a Note, being redeemed; over

                           (ii)     the principal amount of the Note, or portion
         of a Note, being redeemed.

                  The present values of interest and principal payments referred
to in clause (b)(i) above will be determined in accordance with generally
accepted principles of financial analysis. The present values will be calculated
by discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
redemption date at a discount rate equal to the Treasury Yield, as defined
below, plus 50 basis points.

                  The Company shall appoint an independent investment banking
institution of national standing to calculate the Make-Whole Premium; provided
that if the Company fails to appoint such an institution at least 45 days prior
to the date set for redemption or if the institution that the Company appoints
is unwilling or unable to make such calculation, such calculation shall be made
by Banc of America Securities LLC or, if such firm is unwilling or unable to
make such calculation, by an independent investment banking institution of
national standing appointed by the Trustee.

                  For purposes of determining the Make-Whole Premium, "Treasury
Yield" shall refer to an annual rate of interest equal to the weekly average
yield to maturity of United States Treasury Notes that have a constant maturity
that corresponds to the remaining term to maturity of the Notes being redeemed,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The Treasury
Yield shall be determined as of the third Business Day immediately preceding the
applicable redemption date.

                  The weekly average yields of United States Treasury Notes
shall be determined by reference to the most recent statistical release
published by the Federal Reserve Bank of New York and designated "H.15(519)
Selected Interest Rates" or any successor release (the "H.15 Statistical
Release"). If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same as the
Remaining Term, then the Treasury Yield shall be equal to such weekly average
yield. In all other cases, the Treasury Yield shall be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields as
calculated by interpolation shall be rounded to the nearest 0.01%, with any
figure of 0.005% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the independent investment banking institution.

                  Additionally, (i) Holders of record on the relevant record
date shall have the right to receive interest due on any interest payment date
that is on or prior to the redemption date and

                                       40


(ii) the redemption price shall never be less than 100% of the principal amount
of the Notes being redeemed plus accrued interest to the redemption date.

                  Notwithstanding the foregoing, at any time prior to October 1,
2006, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 105.750% of the principal
amount thereof on the redemption date, together with accrued and unpaid interest
to such redemption date, with the net cash proceeds of any capital contributions
or 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 of the originally issued principal amount of the Notes remains
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. 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 or this Section 3.08 exceeds $100.0
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 Restricted Subsidiary is required under the terms of Indebtedness
of the Company or such Restricted Subsidiary which is ranked equally with the
Notes to make an offer to purchase such other Indebtedness 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.

                                       41


                  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:

                           (i)      that the Excess Proceeds Offer is being made
         pursuant to this Section 3.08 and the length of time the Excess
         Proceeds Offer shall remain open;

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

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

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

                           (v)      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;

                           (vi)     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;

                           (vii)    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

                           (viii)   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 3.08. 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

                                       42


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 3.08, any
purchase pursuant to this Section 3.08 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 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

                                       43



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.

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 on 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 required to file reports on Form 10-Q and
10-K, 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 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 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 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.

                                       44



                  (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 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 (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 by 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:

                           (i) in accordance with the scheduled mandatory
         redemption, sinking fund or repayment provisions set forth in the
         original documentation governing such Indebtedness and

                           (ii) the purchase, repurchase or other acquisition of
         subordinated Indebtedness with a stated maturity earlier than the
         maturity of the Notes or the

                                       45



         Guarantees purchased in anticipation of satisfying a payment of
         principal at the stated maturity thereof, within one year of such
         stated maturity;

                  (d) declare or pay any dividend or make any distribution on
account of any Equity Interests of any Restricted Subsidiary, other than:

                           (i) to the Company or any Wholly Owned Restricted
         Subsidiary; or

                           (ii) 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 (ii), 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
         December 28, 2001, is less than the sum of:

                                    (A) the difference of

                                             (x) the 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 January 1, 2002
                                    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

                                       46



                  business permitted under Section 4.16 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
                  December 28, 2001; 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 exceed the amount of the Investments
                  made by the Company or any Restricted Subsidiary in any such
                  Unrestricted Subsidiary since December 28, 2001; 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
                  since December 28, 2001 to the extent not included in
                  cumulative Consolidated Cash Flow of the Company; 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 December 28, 2001 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 amount 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 or distribution 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);

                                       47



                  (3) Investments in an aggregate amount not to exceed $500
         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 amount 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);

                  (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) $100 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, redemption, repurchase or other acquisition
         or retirement for value of employee stock options to purchase Capital
         Stock of EchoStar, or Capital Stock of EchoStar issued pursuant to any
         management equity plan, stock option plan or other management or
         employee benefit plan or agreement, in an aggregate amount not to
         exceed $25 million in any calendar year;

                  (6) a Permitted Refinancing;

                  (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 December 28, 2001; 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
         that the foregoing amount 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 4.16
         of this Indenture;

                  (8) Investments in any Restricted Subsidiary which is not a
         Wholly Owned Restricted Subsidiary, but which is a Guarantor and
         Investments in the form of intercompany debt with any direct or
         indirect parent company or any Wholly Owned Subsidiary of such direct
         or indirect parent company provided that such debt is incurred in the
         ordinary course of business and is used in a business described in
         Section 4.16 of this Indenture;

                                       48



                  (9) Investments in businesses strategically related to
         businesses described in Section 4.16 of this Indenture in an aggregate
         amount not to exceed $250 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 aggregate amount not to exceed $15 million in any calendar year;

                  (11) the making of any Restricted Payment (including the
         receipt of any Investment) permitted under or resulting from any
         transaction permitted under Section 4.19 of this Indenture; provided
         that all conditions to any such Restricted Payment set forth in such
         Section 4.19 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 and Investments entered into in connection with an
         acquisition of assets used in or constituting a business permitted
         under Section 4.16 of this Indenture as a result of "earn-outs" or
         other deferred payments or similar obligations;

                  (13) any Restricted Payment permitted under another 2003
         Indenture or any of the EDBS Notes Indentures;

                  (14) Investments which are used to pay for the construction,
         launch, operation or insurance of satellites owned or leased by the
         Company or any Subsidiaries of the Company in an amount not to exceed
         $500 million;

                  (15) Investments in a foreign direct-to-home satellite
         provider in an amount not to exceed $200 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;

                  (16) the redemption, repurchase, defeasance or other
         acquisition or retirement for value of subordinated Indebtedness,
         including premium, if any, and accrued and unpaid interest, with the
         proceeds of, or in exchange for: (a) the proceeds of a capital
         contribution or a substantially concurrent offering of, shares of
         Capital Stock of the Company (or options, warrants or other rights to
         acquire such Capital Stock), or (b) Indebtedness that is at least as
         subordinated in right of payment to the Notes, including premium, if
         any, and accrued and unpaid interest, as the Indebtedness being
         redeemed, repurchased, defeased, acquired or retired and with a final
         maturity equal to or greater 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
         redeemed, repurchased, defeased, acquired or retired;

                  (17) repurchases of Equity Interests deemed to occur upon (a)
         the exercise of stock options, warrants or convertible securities
         issued as compensation if such Equity Interests represent a portion of
         the exercise price thereof and (b) the withholding of a portion of the
         Equity Interests granted or awarded to an employee to pay taxes
         associated

                                       49



         therewith (or a dividend or distribution to finance such a deemed
         repurchase by EchoStar);

                  (18) amounts paid by the Company to EchoStar or any other
         person with which the Company is included in a consolidated tax return
         equal to the amount of federal, state and local income taxes payable in
         respect of the income of the Company and its Subsidiaries, including
         without limitation, any payments made in accordance with tax allocation
         agreements between the Company and its Affiliates in effect from time
         to time; and

                  (19) the making of a Restricted Payment so long as 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 Company's Indebtedness to Cash Flow Ratio would
         not exceed 3.5 to 1.

                  Restricted Payments made pursuant to clauses (1), (2), (4),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (2), (7) or (16) were included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (10) or (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 other 2003 Indentures and in the EDBS Notes Indenture),
shall be included as Restricted Payments in any computation made pursuant to
clause (iii) of the first paragraph of this Section 4.07.

                  Restricted Payments made pursuant to clauses (3), (5), (6),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (7) or (16) were not included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (8), (9), (11),
(12), (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 another 2003 Indenture or in an EDBS Notes
Indenture), (14), (15), (17), (18) or (19) 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 months preceding the date
of the request was 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.

                                       50



SECTION 4.08. Limitations on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary 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 the Company's
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 the Issue Date;

                           (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;

                           (vi) any of the 2003 Indentures or any of the Notes,
         the 6-3/8% Notes or the Floating Rate Notes;

                           (vii) Permitted Liens; or

                           (viii) 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

                                       51



         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. Limitation on 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 (including, in the case of an acquisition, merger or other
business combination giving pro forma effect to such transaction), either (a)
the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 8.0
to 1 or (b) the aggregate amount of Indebtedness of the Company and the
Guarantors would not exceed $1,500 per Subscriber.

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

                  (1) Indebtedness in an aggregate principal amount of $2.5
         billion represented by any of the Notes and the Guarantees thereof, the
         6-3/8% Notes and the Guarantees (as defined in the 6-3/8% Notes
         Indenture), the Floating Rate Notes and the Guarantees (as defined in
         the Floating Rate Notes Indenture), and the 2003 Indentures;

                  (2) the incurrence by the Company or any Guarantor of Acquired
         Subscriber Debt not to exceed $1,750 per Acquired Subscriber (less any
         amount used to incur Indebtedness pursuant to clause (b) of the
         immediately preceding paragraph);

                  (3) the incurrence by the Company or any Guarantor of Deferred
         Payments and letters of credit with respect thereto;

                  (4) Indebtedness of the Company or any Guarantor in an
         aggregate principal amount not to exceed $1,050,000,000 at any one time
         outstanding;

                  (5) Indebtedness between and among the Company and any
         Guarantor;

                  (6) Acquired Debt of a Person incurred prior to the date upon
         which such Person was acquired by the Company 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) $250
         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;

                  (7) Existing Indebtedness;

                  (8) the incurrence of Purchase Money Indebtedness by the
         Company or any Guarantor in an amount not to exceed the cost of
         construction, acquisition or

                                       52



         improvement of assets used in any business permitted under Section
         4.16 of this Indenture, as well as any launch costs and insurance
         premiums related to such assets;

                  (9) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred in the ordinary
         course of business and not for speculative purposes, it being
         understood that Hedging Obligations covering the principal amount of
         Indebtedness entered into in order to protect the Company or any of its
         Restricted Subsidiaries from fluctuation in interest rates on
         Indebtedness are deemed to be incurred in the ordinary course of
         business;

                  (10) 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 4.16 of this Indenture;

                  (11) Indebtedness of the Company 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 or any refinancing thereof; provided that the aggregate of
         all Indebtedness incurred pursuant to this clause (11) shall in no
         event exceed $100 million at any one time outstanding;

                  (12) the incurrence by the Company or any Guarantor of
         Indebtedness issued in exchange for, or the proceeds of which are used
         to extend, refinance, renew, replace, substitute or refund in whole or
         in part Indebtedness referred to in the first paragraph of this Section
         4.09 or in clauses (1), (2), (3), (6), (7) or (8) 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, substituted 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, substituted or refunded (a
         "Permitted Refinancing");

                  (13) the guarantee by the Company 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;

                                       53



                  (14) Indebtedness under Capital Lease Obligations of the
         Company or any Guarantor with respect to no more than five direct
         broadcast satellites at any time; and

                  (15) Indebtedness of the Company or any Restricted Subsidiary
         owed to (including obligations in respect of letters of credit for the
         benefit of) any Person in connection with workers' compensation,
         health, disability or other employee benefits or property, casualty or
         liability insurance provided by such Person to the Company or such
         Restricted Subsidiary pursuant to reimbursement or indemnification
         obligations to such Person, in each case incurred in the ordinary
         course of business and consistent with industry practices.

                  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 (1) through (15) 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 (1) through (15) 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-leaseback transaction), other than:

                  (1) sales or other dispositions of inventory in the ordinary
         course of business;

                  (2) sales or other dispositions to the Company or a Wholly
         Owned Restricted Subsidiary of the Company by the Company or any
         Restricted Subsidiary;

                  (3) 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;

                  (4) sales or other dispositions of rights to construct or
         launch satellites; and

                  (5) sales or other dispositions permitted under Section 4.19
         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); or

                  (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 4.19 of
this Indenture);

                                       54



in either case, which assets or Equity Interests: (1) have a fair market value
in excess of $100 million (as determined in good faith by the Board of Directors
evidenced by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee); or (2) are sold or otherwise disposed of
for net proceeds in excess of $100 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 evidenced by a resolution of the Board of
         Directors 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, as the case may be) 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 180 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 (including
                           Capital Stock of an entity owning such property or
                           assets so long as the receipt of such Capital Stock
                           otherwise complies with Section 4.07 (other than
                           clause (12) of the second paragraph thereof) to be
                           used by the Company or any of its Restricted
                           Subsidiaries in a business permitted under Section
                           4.16 of this Indenture;

provided, however, that up to $100 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), so long as the provisions of the next
paragraph are complied with as 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 are 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: 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, a business permitted under Section 4.16 of this
Indenture, to repurchase Notes, 6-3/8% Notes, Floating Rate Notes or

                                       55



EDBS Notes, to prepay, repay or purchase other senior Indebtedness or, if the
Company sells any of its satellites after launch such that the Company or its
Restricted Subsidiaries own fewer than three in-orbit satellites, only to
purchase a replacement satellite. 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 3.08 of this Indenture.

                  Clause (B) of the second preceding paragraph shall not apply
to all or such portion of the consideration:

                  (1) as is properly designated by the Company in connection
         with an Asset Sale as being subject to this paragraph; and

                  (2) 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 another 2003 Indenture or any of the EDBS Notes
         Indentures plus, to the extent any such consideration did not satisfy
         clause (B)(x) or (B)(z) above, upon the exchange or repayment of such
         consideration for or with assets which satisfy either or both such
         clauses, an amount equal to the fair market value of such consideration
         (evidenced by a resolution of the Board of Directors 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 any of its Restricted Subsidiaries 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 the assets sold are satellites, uplink centers or
         call centers; provided that, in the case of this clause (z), the
         Company and its Restricted Subsidiaries continue to own at least three
         satellites, one uplink center and one call center.

                  (c) Transactions described under clause (xii) of Section 4.11
of this Indenture shall not be subject to the requirements of this Section 4.10.

                                       56



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 or their
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or guarantee with, 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 $200 million, such Affiliate Transaction has either (i)
         been approved by a majority of the disinterested members of the Board
         of Directors or (ii) if there are no disinterested members of the Board
         of Directors, the Company or such Restricted Subsidiary has obtained
         the favorable opinion of an independent expert as to the fairness of
         such Affiliate Transaction to the Company or the relevant Restricted
         Subsidiary, as the case may be, from a financial point of view, 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 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 reasonable fees, compensation or
         employee benefit arrangements to, and any indemnity provided for the
         benefit of, directors, officers, consultants or employees of EchoStar
         and its Subsidiaries in the ordinary course of business and consistent
         with industry practice;

                           (ii) transactions between or among the Company and
         its Wholly Owned Subsidiaries (other than Unrestricted Subsidiaries);

                           (iii) any issuance of securities, or other payments,
         awards or grants in cash, securities or otherwise pursuant to, or the
         funding of employment arrangements, stock options and stock ownership
         plans approved by the Board of Directors;

                           (iv) transactions in the ordinary course of business,
         including loans, expense allowances, reimbursements or extensions of
         credit (including indemnity arrangements) between the Company or any of
         its Restricted Subsidiaries on the one hand, and any employee of the
         Company or any of its Restricted Subsidiaries, on the other hand;

                           (v) the granting and performance of registration
         rights for shares of Capital Stock of the Company under a written
         registration rights agreement approved by a majority of the members of
         the Board of Directors that are disinterested with respect to these
         transactions;

                                       57



                           (vi) transactions with Affiliates solely in their
         capacity as holders of Indebtedness or Capital Stock of the Company or
         any of its Subsidiaries, so long as a significant amount of
         Indebtedness or Capital Stock of the same class is also held by persons
         that are not Affiliates of the Company and these Affiliates are treated
         no more favorably than holders of the Indebtedness or the Capital Stock
         generally;

                           (vii) 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;

                           (viii) Restricted Payments that are permitted by
         Section 4.07 of this Indenture;

                           (ix) any transactions pursuant to agreements in
         effect on the date of this Indenture and any modifications, extensions
         or renewals thereof that are no less favorable to the Company or the
         applicable Restricted Subsidiary than such agreement as in effect on
         the date of such Indenture;

                           (x) 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;

                           (xi) the provision of services to EchoStar and its
         Affiliates by the Company or any of its Restricted Subsidiaries so long
         as no cash or other assets are transferred by the Company or its
         Restricted Subsidiaries in connection with such transactions (other
         than up to $100 million in cash in any fiscal year and other than
         nonmaterial assets used in the operations of the business in the
         ordinary course pursuant to the agreement governing the provision of
         the services), and so long as such transaction or agreement is
         determined by a majority of the members of the Board of Directors to be
         fair to the Company and its Restricted Subsidiaries when taken together
         with all other such transactions and agreements entered into with
         EchoStar and its Affiliates;

                           (xii) the disposition of assets of the Company and
         its Restricted Subsidiaries in exchange for assets of EchoStar and its
         Affiliates so long as (i) the value to the Company in its business of
         the assets the Company receives is determined by a majority of the
         members of the Board of Directors to be substantially equivalent or
         greater than the value to the Company in its business of the assets
         disposed of, and (ii) the assets acquired by the Company and its
         Restricted Subsidiaries constitute properties and capital assets
         (including Capital Stock of an entity owning such property or assets so
         long as the receipt of such Capital Stock otherwise complies with
         Section 4.07 of this Indenture (other than clause (12) of the second
         paragraph thereof)) to be used by the Company or any of its Restricted
         Subsidiaries in a business permitted as described under Section 4.16 of
         this Indenture;

                                       58



                           (xiii) sales of Equity Interests (other than
         Disqualified Stock) to Affiliates of the Company; and

                           (xiv) 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 any Guarantor transfers or causes to be
transferred, in one transaction 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 evidenced by a resolution of the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee no later than
five Business Days following January 1 and July 1 of each year or ten days
following a request from the Trustee, which Officers' Certificate shall cover
the six months preceding January 1, July 1 or the date of request, as the case
may be) exceeding the sum of $100 million in the aggregate for all such
transfers after the Issue Date (fair market value being determined as of the
time of such acquisition) to Restricted Subsidiaries that are not Guarantors,
the Company shall, or shall cause each of such Subsidiaries to which any amount
exceeding such $100 million (less such fair market value) is transferred to:

                           (i) execute and deliver to the Trustee a supplemental
         indenture to this 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
evidenced by a resolution of the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee no later than five Business Days
following January

                                       59



1 and July 1 of each year or ten days following a request from the Trustee,
which Officers' Certificate shall cover the six months preceding January 1, July
1 or the date of request, as the case may be) 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 an
Unrestricted Subsidiary, such Subsidiary shall execute a supplemental indenture
to this Indenture and deliver an opinion of counsel, 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 and set forth in an Officers' Certificate delivered to the Trustee no
later than five Business Days following January 1 and July 1 of each year or ten
days following a request from the Trustee, which certificate shall cover the six
months preceding such January 1, July 1 or the date of request, as the case may
be) of all such Restricted Subsidiaries created, acquired or designated since
the Issue Date (fair market value being determined as of the time of creation,
acquisition or designation) does not exceed the sum of $100 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 such 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 proviso set
forth at the end 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 Sections 4.10 and 4.19, 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 4.19, the rights (charter and statutory), licenses
and 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 of 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 (the "Change of Control Payment"). Within 15
days following any Change of Control, the Company shall mail a notice to each
Holder stating:

                                       60



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

SECTION 4.16. Limitation on 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.

                                       61



SECTION 4.17. Intentionally Omitted.

SECTION 4.18. 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 the Issue Date (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

                                       62



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 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;

                           (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;

                                       63



                           (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 this clause (h)(ii), the
         order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 4.19. Dispositions of ETC and Non-Core Assets.

                  Notwithstanding the provisions of 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 Equity Interests in or assets of ETC owned by
the Company and its Subsidiaries, then:

                  (1) the payment of any dividend or distribution consisting of
         Equity Interests in 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 in 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;

                  (2) the sale, conveyance or other disposition of the Equity
         Interests in 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) upon delivery of an Officers' Certificate to the Trustee
         evidencing satisfaction of the conditions to such release and a written
         request to the Trustee requesting such release, ETC shall be discharged
         and released from its Guarantee and, so long as 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, sale, conveyance or other disposition
(collectively, a "Payout") described in clauses (1) or (2) above shall be
permitted if at the time of such Payout:

                                       64



                  (a) 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:

                           (i) the amount of all Investments (other than the
         contribution of:

                                    (x) 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

                                    (y) patents, trademarks and copyrights
                           applied for or granted as of the date of this
                           Indenture to the extent used by ETC or resulting from
                           the business of ETC, in each case, to ETC);

                           made in ETC by the Company or its Restricted
                           Subsidiaries since the date of this Indenture (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

                           (ii) 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

                           (iii) $100 million; and

                  (b) 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 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 Restricted
Subsidiaries with an unrelated Person, all as evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, within ten Business Days of a request by the Trustee certifying that
each such contract, agreement, understanding, loan, advance and guarantee has
been approved by a majority of the members of the Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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 and was not paid by
another

                                       65



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 the provisions of Section 4.07 and Section
4.10 of this Indenture:

                  (1) the payment of any dividend or distribution consisting 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 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;

                  (2) the sale, conveyance or other disposition of the 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 an Asset Sale; and

                  (3) upon delivery of an Officers' Certificate to the Trustee
         evidencing satisfaction of the conditions to such release and a written
         request to the Trustee requesting such release, any such Non-Core Asset
         that is a Guarantor shall be discharged and released from its Guarantee
         and, so long as 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:

                  (a) 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:

                           (i) the amount of all Investments made in such
         Non-Core Asset by the Company or its Restricted Subsidiaries since the
         Issue Date (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

                           (ii) 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

                           (iii) $100 million in the aggregate for all such
         Payouts and $25 million for any single such Payout; and

                  (b) 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

                                       66



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 as 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 Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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.

                  Promptly after any Payout pursuant to the terms of this
Section 4.19, 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 4.19 have been satisfied in connection with the making of such Payout.

                  Notwithstanding anything contained in this Section 4.19 to the
contrary, any disposition of ETC or Non-Core Assets permitted pursuant to the
EDBS 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 4.20. 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.

SECTION 4.21. Termination or Suspension of Certain Covenants Under Certain
              Conditions.

                  If, on any date following the Issue Date, the Notes receive an
Investment Grade rating from both Rating Agencies and no Default or Event of
Default has occurred and is

                                       67



continuing (a "Fall Away Event") then, beginning on that date and continuing at
all times thereafter regardless of any subsequent changes in the rating of the
Notes, the provisions of the Indenture contained in Sections 3.08, 4.07, 4.09,
4.10, 4.11, 4.15, 4.18 and 4.19 and clause (d) of Section 5.01 (collectively,
the "Fall Away Covenants") will no longer be applicable to the Notes.

                  In addition to the foregoing, during any period of time in
which the Notes have an Investment Grade rating from one of the Rating Agencies
and no Default or Event of Default has occurred and is continuing, then the Fall
Away Covenants will not apply to the Notes.

                  Upon the termination or suspension of the Fall Away Covenants
under either of the two foregoing paragraphs, the amount of Excess Proceeds for
purposes of Section 3.08 of this Indenture shall be set at zero.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation, or Sale of Assets of the Company.

                  The Company shall 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 under this Indenture and the
Notes pursuant to a supplemental indenture to this Indenture in form reasonably
satisfactory to the Trustee;

                  (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 will have been made

                           (i) will 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

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                           (ii) would, at the time of such transaction after
         giving pro forma effect thereto as if such transaction had 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 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 (determined
on a pro forma basis), the Company's Indebtedness to Cash Flow Ratio either (i)
does not exceed 8.0:1 or (ii) 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 or Section 4.15;

                                       69



                  (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 then outstanding of
the Notes to comply with any of its other agreements in this 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 and 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 $200 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 and 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 $200 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 $200 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 $100 million, which judgments are not stayed within 60 days after their
entry;

                  (i) EchoStar, the Company 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;

                  (j) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against EchoStar, the
Company or any Significant Subsidiary of the Company in an involuntary case;
(ii) appoints a custodian of EchoStar, the Company or any Significant Subsidiary
of the Company or for all or substantially all of the property of EchoStar, the
Company or any Significant Subsidiary of the Company; or (iii) orders the
liquidation of EchoStar or any Significant Subsidiary of the Company, and the
order or decree remains unstayed and in effect for 60 consecutive days; and

                                       70



                  (k) any Guarantee 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.

SECTION 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (i) or (j) 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.
Notwithstanding the foregoing, in the case of an Event of Default specified in
clause (i) or (j) of Section 6.01 with respect to the Company or any Guarantor,
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 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.

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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.

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

                                       72



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:

                  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;

                                       73



                  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 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.

                                       74



                  (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 7.01.

                  (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 Holder 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.

                  (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.

                                       75



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

                  (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 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 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

                                       76



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.

                  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.

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                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(i) or (j) 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.

                  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.

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                  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.

                                    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

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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 2.03, 2.04, 2.05, 2.06, 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.

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 3.08, 4.03, 4.04, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19 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). 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) and Section
6.01(k) 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

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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 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 Issue Date, 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 acceptable 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(i) or 6.01(j) 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

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of the Company or with the intent of defeating, hindering, delaying or
defrauding any of the other creditors of the Company or others; and

                  (g) The Company shall have delivered to the Trustee an
Officers' Certificate stating that all conditions precedent provided for or
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 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

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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.

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 Guarantees;

                  (c) to provide for the assumption of the Company's or the
Guarantors' obligations to the Holders of the Notes in the case of a merger or
consolidation pursuant to Article 5 or Article 10;

                  (d) 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 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 a resolution of the board of directors
of each Guarantor and upon receipt by the Trustee of the documents described in
Section 11.04, the Trustee shall join with the Company and the Guarantors 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

                                       83



obligated to enter into such amended or supplemental indenture which affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes or the Guarantees or any amended or
supplemental indenture with the written consent of the Holders 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 3.08, 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):

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

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

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

                  (d) 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);

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

                  (f) 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;

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

                  (h) 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 a resolution of the board of directors
of each Guarantor, 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,

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the Trustee shall join with the Company and the Guarantors 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.

                  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.

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                  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 immunities of the Trustee.
Neither the Company nor any Guarantor may 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

                                       86



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 to 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 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.

                  The Guarantors hereby agree as among themselves that each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a pro rata contribution from each other Guarantor hereunder based on
the net assets of each other Guarantor. The preceding sentence shall in no way
affect the rights of the Holders of Notes to the benefits of this Indenture, the
Notes or the Guarantees.

                  Nothing 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 contained 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

                                       87



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. Merger, Consolidation or Sale of Assets of Guarantors.

                  Subject to Section 10.05, a Guarantor may not, and the Company
will not cause or permit any Guarantor to, 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:

                  (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 under this Indenture and the
Notes pursuant to a supplemental indenture to this Indenture in form reasonably
satisfactory to the Trustee; and

                  (c) immediately after such transaction no Default or Event of
Default exists.

                  Nothing contained in this Indenture shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor that is a Wholly Owned Restricted Subsidiary of 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
Wholly Owned Restricted Subsidiary of the Company. 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 another
Guarantor that is a Restricted Subsidiary of 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. Successor Corporation Substituted.

                  Upon any consolidation, merger, sale or conveyance described
in clauses (a) through (d) of Section 10.04, 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

                                       88



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.

SECTION 10.05. Releases from Guarantees.

                  If pursuant to any direct or indirect 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 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 a Guarantor) shall be released and relieved of its
obligations under its Guarantee or Section 10.03 and Section 10.04, 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
obligations under its Guarantee or Section 10.03 and Section 10.04, 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 4.20 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, any Guarantor 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 or any Guarantor:

                                       89



                           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:

                           Sullivan & Cromwell LLP
                           1870 Embarcadero Road
                           Palo Alto, California 94303
                           Telecopier No.: (650) 461-5600
                           Attention: Scott D. Miller, Esq.

                  If to the Trustee:

                           U.S. Bank National Association
                           60 Livingston Avenue
                           Saint Paul, Minnesota 55107
                           Telecopier No: (651) 495-8097
                           Attention: Corporate Trust Administration

                  The Company, any Guarantor 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

                                       90



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

                  (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 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, the Guarantors or any of their Affiliates, as such, shall have any
liability for any obligations of the Company, the Guarantors or any of their
Affiliates under the Notes, the Guarantees or this

                                       91



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 a 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.

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 and the Guarantors in this
Indenture and the Notes and the Guarantees shall bind the successors of the
Company and the Guarantors, respectively. 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]

                                       92



                  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: -s- David K. Moskowitz
                              --------------------------------------------
                              Name:
                              Title:

                           U.S. BANK NATIONAL ASSOCIATION, as Trustee

                           By: -s- Richard H. Prokosch
                              --------------------------------------------
                              Name: Richard H. Prokosch
                              Title: Vice President

                           ECHOSTAR SATELLITE CORPORATION
                           ECHOSTAR TECHNOLOGIES CORPORATION
                           ECHO ACCEPTANCE CORPORATION
                           ECHOSPHERE CORPORATION
                           DISH NETWORK SERVICE CORPORATION
                           ECHOSTAR INTERNATIONAL CORPORATION
                           as Guarantors

                           By: -s- David K. Moskowitz
                              --------------------------------------------
                              Name:
                              Title:

                                       S-1



                                                                       EXHIBIT A

                                 [Face of Note]

                           5-3/4% Senior Note due 2008

Cert. No.
CUSIP No. [     ]

EchoStar DBS Corporation promises to pay to __________________ or its registered
assigns the principal sum of _____________________ Dollars on October 1, 2008

Interest Payment Dates: April 1 and October 1, commencing April 1, 2004

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:

                                       A-1



                                 (Back of Note)

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

                  (1) 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 5-3/4% per
annum and will be payable semi-annually in arrears in cash on each April 1 and
October 1 of each year, commencing April 1, 2004, 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 or, if no interest has been paid, from the date of issuance. 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. In addition, Holders may be
entitled to the benefits of certain provisions of the Registration Rights
Agreement.

                  (2) 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 of America 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.

                  (3) 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.

                  (4) Indenture. The Company issued the Notes under an
Indenture, dated as of October 2, 2003 (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.

                                       A-2



                  (5) Optional Redemption. The Notes will be subject to
redemption at the option of the Company, at any time in whole, or from time to
time in part, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount of such Notes plus
accrued and unpaid interest, if any, to the applicable redemption date plus the
"Make-Whole Premium" as set forth in the Indenture.

                  Notwithstanding the foregoing, at any time prior to October 1,
2006, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 105.750% of the principal
amount thereof on the redemption date, together with accrued and unpaid interest
to such redemption date, with the net cash proceeds of any capital contributions
or 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 of the originally issued principal amount of the Notes remains
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.

                  (6) 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.

                  When the cumulative amount of Excess Proceeds that have not
been applied in accordance with Section 4.10 (Asset Sales) or Section 3.08
(Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds
$100.0 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 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 ranked
equally with the Notes to make an offer to purchase such other Indebtedness 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. To the extent that the 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 an 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.

                                       A-3



                  (7) Notice of Redemption. Notice of redemption shall be mailed
at least 30 days but not more than 60 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.

                  (8) 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.

                  (9) 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.

                  (10) 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 3.08 (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

                                       A-4



redemption payment or mandatory redemption 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 or Guarantees in addition to
or in place of certificated Notes or Guarantees; to provide for the assumption
of the Company's or any Guarantor'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.

                  (11) 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 4.11
         (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 and any of its
         Restricted Subsidiaries (or the payment of which is guaranteed by the
         Company and 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 $200 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 and 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

                                       A-5



         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 $200 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 $200 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 $100 million, which judgments are not stayed
         within 60 days after their entry;

                  (i) EchoStar, the Company 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;

                  (j) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against
         EchoStar, the Company or any Significant Subsidiary of the Company in
         an involuntary case; (ii) appoints a custodian of EchoStar, the Company
         or any Significant Subsidiary of the Company or for all or
         substantially all of the property of EchoStar, the Company or any
         Significant Subsidiary of the Company; or (iii) orders the liquidation
         of EchoStar or any Significant Subsidiary of the Company, and the order
         or decree remains unstayed and in effect for 60 consecutive days; and

                  (k) any Guarantee 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.

                  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.

                                       A-6



                  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.

                  (12) 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.

                  (13) No Personal Liabilities 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 or 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.

                  (14) Guarantees. 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.

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

                  (16) 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).

                  (17) CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security 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.

                                       A-7



                  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.

                                       A-8



                                 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.

                                       A-9



                  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 3.08 or Section 4.15 of the
Indenture check the appropriate box:

                  [ ]  Section 3.08                  [ ] Section 4.15

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 3.08 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.

                                      A-10



                          [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:



                                                                  PRINCIPAL
                                              AMOUNT OF            AMOUNT
                        AMOUNT OF             INCREASE          OF THIS GLOBAL         SIGNATURE OF
                       DECREASE IN            PRINCIPAL             NOTE                AUTHORIZED
                        PRINCIPAL              AMOUNT           FOLLOWING SUCH           OFFICER
     DATE OF            AMOUNT OF          OF THE GLOBAL         DECREASE (OR         OF TRUSTEE OR
     EXCHANGE        THIS GLOBAL NOTE           NOTE               INCREASE)          NOTE CUSTODIAN
- ----------------     ----------------      -------------        ----------------      --------------
                                                                          



                                      A-11



                                                                       EXHIBIT B

                                FORM OF 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:
                                         Title:

                                      B-1



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota  55107

                  Re: 5-3/4 % Senior Notes due 2008

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  ________________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $____ in such Note[s] or interests (the "Transfer"), to
__________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

1.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
                  TO RULE 144A. The Transfer is being effected pursuant to and
                  in accordance with Rule 144A under the United States
                  Securities Act of 1933, as amended (the "Securities Act"),
                  and, accordingly, the Transferor hereby further certifies that
                  the beneficial interest or Definitive Note is being
                  transferred to a Person that the Transferor reasonably
                  believed and believes is purchasing the beneficial interest or
                  Definitive Note for its own account, or for one or more
                  accounts with respect to which such Person exercises sole
                  investment discretion, and such Person and each such account
                  is a "qualified institutional buyer" within the meaning of
                  Rule 144A in a transaction meeting the requirements of Rule
                  144A and such Transfer is in compliance with any
                  applicable blue sky securities laws of any state of the United
                  States. Upon consummation of the proposed Transfer in
                  accordance with the terms of the Indenture, the transferred
                  beneficial interest or Definitive Note will be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the 144A Global Note and/or the Definitive
                  Note and in the Indenture and the Securities Act.

2.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
                  PURSUANT TO REGULATION S. The Transfer is being effected
                  pursuant to and in accordance with Rule 903 or Rule 904 under
                  the Securities Act

                                       C-1



                  and, accordingly, the Transferor hereby further certifies that
                  (i) the Transfer is not being made to a Person in the United
                  States and (x) at the time the buy order was originated, the
                  Transferee was outside the United States or such Transferor
                  and any Person acting on its behalf reasonably believed and
                  believes that the Transferee was outside the United States or
                  (y) the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither such Transferor nor any Person acting on its behalf
                  knows that the transaction was prearranged with a buyer in the
                  United States, (ii) no directed selling efforts have been made
                  in contravention of the requirements of Rule 903(b) or Rule
                  904(b) of Regulation S under the Securities Act, (iii) the
                  transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act and (iv) if
                  the proposed transfer is being made prior to the expiration of
                  the Restricted Period, the transfer is not being made to a
                  U.S. Person or for the account or benefit of a U.S. Person
                  (other than an Initial Purchaser). Upon consummation of the
                  proposed transfer in accordance with the terms of the
                  Indenture, the transferred beneficial interest or Definitive
                  Note will be subject to the restrictions on Transfer
                  enumerated in the Private Placement Legend printed on the
                  Regulation S Global Note and/or the Definitive Note and in the
                  Indenture and the Securities Act.

3.       [ ]      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
                  BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY
                  PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
                  REGULATION S. The Transfer is being effected in compliance
                  with the transfer restrictions applicable to beneficial
                  interests in Restricted Global Notes and Restricted Definitive
                  Notes and pursuant to and in accordance with the Securities
                  Act and any applicable blue sky securities laws of any state
                  of the United States, and accordingly the Transferor hereby
                  further certifies that (check one):

                  (a)      [ ]      such Transfer is being effected pursuant to
                                    and in accordance with Rule 144 under the
                                    Securities Act; or

                  (b)      [ ]      or such Transfer is being effected to the
                                    Company or a subsidiary thereof;

                                    or

                  (c)      [ ]      such Transfer is being effected pursuant to
                                    an effective registration statement under
                                    the Securities Act and in compliance with
                                    the prospectus delivery requirements of the
                                    Securities Act.

4.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
                  DEFINITIVE NOTE.

                  (a)      [ ]      CHECK IF TRANSFER IS PURSUANT TO RULE 144.
                                    (i) The Transfer is being effected pursuant
                                    to and in accordance with Rule 144 under
                                    the Securities Act and in compliance with
                                    the transfe

                                       C-2



                                    restrictions contained in the Indenture and
                                    any applicable blue sky securities laws of
                                    any state of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will no longer be subject to
                                    the restrictions on transfer enumerated in
                                    the Private Placement Legend printed on the
                                    Restricted Global Notes, on Restricted
                                    Definitive Notes and in the Indenture.

                  (b)      [ ]      CHECK IF TRANSFER IS PURSUANT TO REGULATION
                                    S. (i) The Transfer is being effected
                                    pursuant to and in accordance with Rule 903
                                    or Rule 904 under the Securities Act and in
                                    compliance with the transfer restrictions
                                    contained in the Indenture and any
                                    applicable blue sky securities laws of any
                                    state of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will no longer be subject to
                                    the restrictions on transfer enumerated in
                                    the Private Placement Legend printed on the
                                    Restricted Global Notes, on Restricted
                                    Definitive Notes and in the Indenture.

                  (c)      [ ]      CHECK IF TRANSFER IS PURSUANT TO OTHER
                                    EXEMPTION. (i) The Transfer is being
                                    effected pursuant to and in compliance with
                                    an exemption from the registration
                                    requirements of the Securities Act other
                                    than Rule 144, Rule 903 or Rule 904 and in
                                    compliance with the transfer restrictions
                                    contained in the Indenture and any
                                    applicable blue sky securities laws of any
                                    State of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will not be subject to the
                                    restrictions on transfer enumerated in the
                                    Private Placement Legend printed on the
                                    Restricted Global Notes or Restricted
                                    Definitive Notes and in the Indenture.

                                       C-3



                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                    __________________________________________
                                    [Insert Name of Transferor]

                                    By: ______________________________________
                                        Name:
                                        Title:

Dated:_________________

                                       C-4



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP ___________), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP _______), or

         (b)      [ ]      a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP ___________), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP _______), or

                  (iii)    [ ]      Unrestricted Global Note (CUSIP ______),  or

         (b)      [ ]      a Restricted Definitive Note; or

         (c)      [ ]      an Unrestricted Definitive Note, in accordance with
                           the terms of the Indenture.

                                       C-5



                                                                       EXHIBIT D

                         FORM OF CERTIFICATE OF EXCHANGE

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota  55107

                        Re: 5-3/4% Senior Notes due 2008

                               (CUSIP ___________)

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  _______________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

                  1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in

                                       D-1



compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] _ 144A Global Note, _ Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's

                                       D-2



own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                           ______________________________________
                           [Insert Name of Transferor]

                           By: ___________________________________
                               Name:
                               Title:

Dated:_________________

                                      D-3

                                                                 EXECUTION COPY

                            ECHOSTAR DBS CORPORATION

                          6 3/8% SENIOR NOTES DUE 2011

                                    INDENTURE

                           Dated as of October 2, 2003

                         U.S. Bank National Association

                                     Trustee


                                                                  EXECUTION COPY

                              CROSS-REFERENCE 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)...........................................................................            11.03
     (c)...........................................................................            11.03
313  (a)...........................................................................             7.06
     (b)(1)........................................................................             7.06
     (b)(2)........................................................................             7.07
     (c)...........................................................................         7.06; 11.02
     (d)...........................................................................             7.06
314  (a)...........................................................................        4.03(a); 11.05
     (4)...........................................................................             4.04
     (b)...........................................................................             N/A
     (c)(1)........................................................................            11.04
     (c)(2)........................................................................            11.04
     (c)(3)........................................................................             N/A
     (d)...........................................................................             N/A
     (e)...........................................................................            11.05
     (f)...........................................................................             N/A
315  (a)...........................................................................           7.01(b)
     (b)...........................................................................         7.05; 11.02
     (c)...........................................................................           7.01(a)
     (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)...........................................................................             2.12
317  (a)(1)........................................................................             6.08
     (a)(2)........................................................................             6.09
     (b)...........................................................................             2.04
318  (a)...........................................................................            11.01
     (c)...........................................................................            11.01


- -------------------------
N/A means Not Applicable.

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

                                       i



                                TABLE OF CONTENTS



                                                                                                              Page
                                                                                                              ----
                                                                                                           
                                                     ARTICLE 1
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.        Definitions..........................................................................      1

SECTION 1.02.        Other Definitions....................................................................     18

SECTION 1.03.        Incorporation by Reference of Trust Indenture Act....................................     19

SECTION 1.04.        Rules of Construction................................................................     20

                                                     ARTICLE 2
                                                     THE NOTES

SECTION 2.01.        Form and Dating......................................................................     20

SECTION 2.02.        Form of Execution and Authentication.................................................     22

SECTION 2.03.        Registrar and Paying Agent...........................................................     23

SECTION 2.04.        Paying Agent To Hold Money in Trust..................................................     23

SECTION 2.05.        Lists of Holders of the Notes........................................................     24

SECTION 2.06.        Transfer and Exchange................................................................     24

SECTION 2.07.        Replacement Notes....................................................................     35

SECTION 2.08.        Outstanding Notes....................................................................     35

SECTION 2.09.        Treasury Notes.......................................................................     35

SECTION 2.10.        Temporary Notes......................................................................     36

SECTION 2.11.        Cancellation.........................................................................     36

SECTION 2.12.        Defaulted Interest...................................................................     36

SECTION 2.13.        Record Date..........................................................................     36

SECTION 2.14.        CUSIP Number.........................................................................     37

                                                     ARTICLE 3
                                                     REDEMPTION

SECTION 3.01.        Notices to Trustee...................................................................     37

SECTION 3.02.        Selection of Notes To Be Redeemed....................................................     37

SECTION 3.03.        Notice of Redemption.................................................................     38

SECTION 3.04.        Effect of Notice of Redemption.......................................................     38

SECTION 3.05.        Deposit of Redemption Price..........................................................     38

SECTION 3.06.        Notes Redeemed in Part...............................................................     39


                                       ii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
SECTION 3.07.        Optional Redemption..................................................................     39

SECTION 3.08.        Offer To Purchase by Application of Excess Proceeds..................................     41

                                                     ARTICLE 4
                                                     COVENANTS

SECTION 4.01.        Payment of Notes.....................................................................     43

SECTION 4.02.        Maintenance of Office or Agency......................................................     43

SECTION 4.03.        Reports..............................................................................     44

SECTION 4.04.        Compliance Certificate...............................................................     44

SECTION 4.05.        Taxes................................................................................     45

SECTION 4.06.        Stay, Extension and Usury Laws.......................................................     45

SECTION 4.07.        Limitation on Restricted Payments....................................................     45

SECTION 4.08.        Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries........     50

SECTION 4.09.        Limitation on Incurrence of Indebtedness.............................................     51

SECTION 4.10.        Asset Sales..........................................................................     54

SECTION 4.11.        Limitation on Transactions with Affiliates...........................................     56

SECTION 4.12.        Limitation on Liens..................................................................     59

SECTION 4.13.        Additional Subsidiary Guarantees.....................................................     59

SECTION 4.14.        Corporate Existence..................................................................     60

SECTION 4.15.        Offer To Purchase Upon Change of Control.............................................     60

SECTION 4.16.        Limitation on Activities of the Company..............................................     61

SECTION 4.17.        Intentionally Omitted................................................................     61

SECTION 4.18.        Accounts Receivable Subsidiary.......................................................     61

SECTION 4.19.        Dispositions of ETC and Non-Core Assets..............................................     64

SECTION 4.20.        Payments For Consent.................................................................     67

SECTION 4.21.        Termination or Suspension of Certain Covenants Under Certain Conditions..............     67

                                                     ARTICLE 5
                                                     SUCCESSORS

SECTION 5.01.        Merger, Consolidation, or Sale of Assets of the Company..............................     68

SECTION 5.02.        Successor Corporation Substituted....................................................     69


                                       iii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
                                                     ARTICLE 6
                                               DEFAULTS AND REMEDIES

SECTION 6.01.        Events of Default....................................................................     69

SECTION 6.02.        Acceleration.........................................................................     70

SECTION 6.03.        Other Remedies.......................................................................     71

SECTION 6.04.        Waiver of Past Defaults..............................................................     71

SECTION 6.05.        Control by Majority..................................................................     71

SECTION 6.06.        Limitation on Suits..................................................................     72

SECTION 6.07.        Rights of Holders of Notes To Receive Payment........................................     72

SECTION 6.08.        Collection Suit by Trustee...........................................................     72

SECTION 6.09.        Trustee May File Proofs of Claim.....................................................     73

SECTION 6.10.        Priorities...........................................................................     73

SECTION 6.11.        Undertaking for Costs................................................................     74

                                                     ARTICLE 7
                                                      TRUSTEE

SECTION 7.01.        Duties of Trustee....................................................................     74

SECTION 7.02.        Rights of Trustee....................................................................     75

SECTION 7.03.        Individual Rights of Trustee.........................................................     76

SECTION 7.04.        Trustee's Disclaimer.................................................................     76

SECTION 7.05.        Notice of Defaults...................................................................     76

SECTION 7.06.        Reports by Trustee to Holders of the Notes...........................................     76

SECTION 7.07.        Compensation and Indemnity...........................................................     77

SECTION 7.08.        Replacement of Trustee...............................................................     77

SECTION 7.09.        Successor Trustee by Merger, Etc.....................................................     79

SECTION 7.10.        Eligibility; Disqualification........................................................     79

SECTION 7.11.        Preferential Collection of Claims Against Company....................................     79

                                                     ARTICLE 8
                                      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.        Option To Effect Legal Defeasance or Covenant Defeasance.............................     79

SECTION 8.02.        Legal Defeasance and Discharge.......................................................     79

SECTION 8.03.        Covenant Defeasance..................................................................     80


                                       iv



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
SECTION 8.04.        Conditions to Legal or Covenant Defeasance...........................................     80

SECTION 8.05.        Deposited Money and Government Securities To Be Held in Trust; Other
                        Miscellaneous Provisions .........................................................     82

SECTION 8.06.        Repayment to Company.................................................................     82

SECTION 8.07.        Reinstatement........................................................................     82

                                                     ARTICLE 9
                                          AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.        Without Consent of Holders of Notes..................................................     83

SECTION 9.02.        With Consent of Holders of Notes.....................................................     83

SECTION 9.03.        Compliance with Trust Indenture Act..................................................     85

SECTION 9.04.        Revocation and Effect of Consents....................................................     85

SECTION 9.05.        Notation on or Exchange of Notes.....................................................     85

SECTION 9.06.        Trustee To Sign Amendments, Etc......................................................     85

                                                     ARTICLE 10
                                                     GUARANTEES

SECTION 10.01.       Guarantee............................................................................     86

SECTION 10.02.       Execution and Delivery of Guarantees.................................................     87

SECTION 10.03.       Merger, Consolidation or Sale of Assets of Guarantors................................     88

SECTION 10.04.       Successor Corporation Substituted....................................................     88

SECTION 10.05.       Releases from Guarantees.............................................................     89

                                                     ARTICLE 11
                                                   MISCELLANEOUS

SECTION 11.01.       Trust Indenture Act Controls.........................................................     89

SECTION 11.02.       Notices..............................................................................     89

SECTION 11.03.       Communication by Holders of Notes with Other Holders of Notes........................     90

SECTION 11.04.       Certificate and Opinion as to Conditions Precedent...................................     91

SECTION 11.05.       Statements Required in Certificate or Opinion........................................     91

SECTION 11.06.       Rules by Trustee and Agents..........................................................     91

SECTION 11.07.       No Personal Liability of Directors, Officers, Employees, Incorporators and
                        Stockholders .....................................................................     91

SECTION 11.08.       Governing Law........................................................................     92

SECTION 11.09.       No Adverse Interpretation of Other Agreements........................................     92


                                        v



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
SECTION 11.10.       Successors...........................................................................     92

SECTION 11.11.       Severability.........................................................................     92

SECTION 11.12.       Counterpart Originals................................................................     92

SECTION 11.13.       Table of Contents, Headings, Etc.....................................................     92


                                       vi


EXHIBITS

EXHIBIT A   FORM OF NOTE
EXHIBIT B   FORM OF GUARANTEE
EXHIBIT C   FORM OF CERTIFICATE OF TRANSFER
EXHIBIT D   FORM OF CERTIFICATE OF EXCHANGE

                                      vii



                  INDENTURE, dated as of October 2, 2003, among EchoStar DBS
Corporation (the "Company"), a Colorado corporation, the Guarantors (as
hereinafter defined) 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 6 3/8% Senior Notes due 2011.

                                    RECITALS

                  The Company and the Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes and the Guarantees.

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

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

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

                  "144A Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 144A.

                  "Accounts Receivable Subsidiary" means one Unrestricted
Subsidiary of the Company specifically designated as an Accounts Receivable
Subsidiary for the purpose of financing the Company's 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 specified 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 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.

                  "Board of Directors" means the Board of Directors of the
Company.



                                       2


                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

                  "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 one year from the date of acquisition; (c) certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers' acceptances with maturities not exceeding one year 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 30 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 or
better, A-1 or better or the equivalent thereof by Moody's or S&P, respectively,
and in each case maturing within 12 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 the result of which is that any Person (other than the Principal or
a Related Party) individually owns more than 50% of the total Equity Interest of
ECC; (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, societe anonyme.

                  "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.

                                       3


                  "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 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 Tangible Assets" means, with respect to any
Person, the aggregate amount of assets of such Person (less applicable reserves
and other properly deductible items) after deducting therefrom (to the extent
otherwise included therein) (a) all current liabilities and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth in the books and records of such Person
and its consolidated Subsidiaries as of the end of the most recently ended
fiscal quarter and computed in accordance with GAAP.

                  "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 the date of this Indenture 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.

                                       4


                  "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 the date of this Indenture; 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.

                  "DBS" means direct broadcast satellite.

                  "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 owed 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 the Company and/or them in the
businesses described in Section 4.16 in an aggregate principal amount not to
exceed $200 million at any one time outstanding.

                  "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 the 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.

                  "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.

                                       5


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

                  "EchoStar I" means the Company's high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar II" means the Company's high-powered direct
broadcast satellite as identified in EchoStar's Annual Report on Form 10-K for
the year ended December 31, 2002 and consolidated financial statements included
therein.

                  "EchoStar III" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar IV" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EDBS Exchange Indenture" means the indenture, dated as of
November 4, 2002, among the Company, the guarantors of the EDBS Exchange Notes
named therein and U.S. Bank National Association, as trustee, as the same may be
amended, modified or supplemented from time to time.

                  "EDBS Exchange Notes" means the $1,000,000,000 aggregate
principal original issue amount of 10 3/8% Senior Notes due 2007 issued by the
Company.

                  "EDBS Notes" means the 2001 EDBS Notes, the 1999 EDBS Notes
and the EDBS Exchange Notes.

                  "EDBS Notes Indentures" means the 2001 EDBS Notes Indenture,
the 1999 EDBS Notes Indenture and the EDBS Exchange Indenture.

                  "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.

                  "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 Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

                                       6


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

                  "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) or pursuant to a registered exchange offer for Notes
with a Private Placement Legend issued after the Issue Date.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement with respect to the Notes.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement with respect to the Notes.

                  "Existing Indebtedness" means the Notes, the 5 3/4% Notes, the
Floating Rate Notes and any other Indebtedness of the Company and its
Subsidiaries in existence on the date of this Indenture until such amounts are
repaid.

                  "FCC" means Federal Communications Commission.

                  "5 3/4% Notes" means the $1,000,000,000 aggregate principal
original issue amount of 5 3/4% Senior Notes due 2008 issued by the Company
under the 5 3/4% Notes Indenture.

                  "5 3/4% Notes Indenture" means the indenture, dated as of
October 2, 2003, among the Company, the guarantors of the 5 3/4% Notes named
therein and U.S. Bank National Association, as trustee.

                  "Floating Rate Notes" means the $500,000,000 aggregate
principal original issue amount of Floating Rate Senior Notes due 2008 issued by
the Company under the Floating Rate Notes Indenture.

                  "Floating Rate Notes Indenture" means the indenture, dated as
of October 2, 2003, among the Company, the guarantors of the Floating Rate Notes
named therein and U.S. Bank National Association, as trustee.

                  "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 United States of America, 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, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto issued in accordance with Section 2.01 or 2.06 of
this Indenture.

                                       7


                  "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 of
America 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.

                  "Guarantee" means a guarantee of the Notes by a Guarantor.

                  "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 if
such Person or any of its Subsidiaries (or, if such Person is

                                       8


the Company, any of its Restricted Subsidiaries) consummates an acquisition,
merger or other business combination or an Asset Sale or other disposition of
assets subsequent to the commencement of the Measurement Period 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 transaction(s) 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.

                  "Initial Notes" means the $1.0 billion aggregate principal
amount 6 3/8% Senior Notes due 2011 of the Company issued under this Indenture
on the Issue Date.

                  "Initial Purchasers" means, with respect to the Notes, Banc of
America LLC and Credit Suisse First Boston LLC.

                  "Investment Grade" means, with respect to a security, that
such security is rated at least BBB- or higher by S&P or Baa3 or higher by
Moody's (or, in the event of change in ratings systems, the equivalent of such
ratings by S&P or Moody's), or the equivalent rating of another nationally
recognized statistical rating organization.

                  "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.

                  "Issue Date" means October 2, 2003, the date of original
issuance of the Initial Notes.

                  "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 or required 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.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                  "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

                                       9



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 3.0 times the Trailing Cash
Flow Amount, or, if greater and following a Fall Away Event, 15% of the
Company's Consolidated Net Tangible Assets.

                  "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 EDBS Notes" means the $1,625,000,000 aggregate principal
original issue amount of 9 3/8% Senior Notes due 2009 issued by the Company.

                  "1999 EDBS Notes Indenture" means the indenture dated January
25, 1999 among the Company, the guarantors of the 1999 EDBS 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 present and
possible future authorizations, rights, interests and other intangible assets
related to all "western" DBS orbital

                                       10


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 authorization for 3 DBS frequencies at the 157
degree orbital location; (2) all intangible present and possible future
authorizations, rights, interests and other intangible assets related to the
fixed satellite service 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 Ka/Ku-band system at 83 degree and 121 degree
orbital location, the application of ESC to add C-band capabilities to a Ku-band
satellite authorized at 83 degree orbital location, and ESC's pending
applications for Ka-band and extended Ku-band satellites related to the fixed
satellite service; (3) all present and possible future 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 license of E-SAT, Inc. for a
low-earth orbit mobile satellite service system; (4) all present and possible
future 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 4.19.

                  "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 Initial Notes, the Exchange Notes and any
other notes issued after the Issue Date in accordance with the fourth paragraph
of Section 2.02 of this Indenture treated as a single class of securities.

                  "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 Notes, the 5 3/4% Notes
and the Floating Rate Notes pursuant to the Offering Memorandum.

                  "Offering Memorandum" means the Offering Memorandum, dated
September 18, 2003, relating to and used in connection with the Offering.

                  "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.

                                       11


                  "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 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 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 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 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, the 5 3/4% Notes and the
Floating Rate Notes and Liens securing any Guarantee, any Guarantee (as defined
in the 5 3/4% Notes Indenture) and any Guarantee (as defined in the Floating
Rate Notes Indenture);

                  (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;

                                       12


                  (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 of its
Restricted Subsidiaries, 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 therefor;

                  (k)      Liens existing on the Issue Date;

                  (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 the business
of the Company or any of its Restricted Subsidiaries (including, without
limitation, Liens securing Purchase Money Indebtedness) with respect to
obligations that do not exceed $50 million in principal amount in the aggregate
at any one time outstanding;

                  (n)      Liens securing Indebtedness in an amount not to
exceed $50 million incurred pursuant to clause (11) of the second paragraph of
Section 4.09 of this Indenture;

                  (o)      Liens on any asset of the Company or any of its
Restricted Subsidiaries securing Indebtedness in an amount not to exceed $25
million;

                  (p)      Liens securing Indebtedness permitted under clause
(12) 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;

                                       13


                  (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 EDBS 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.

                  "Principal" means Charles W. Ergen.

                  "Private Placement Legend" means the legend set forth in
Section 2.01 to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

                  "Purchase Money Indebtedness" means (i) Indebtedness of the
Company, or any Guarantor 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 or the Guarantors): (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; and (ii) Indebtedness of the Company or any
Guarantor which refinances Indebtedness referred to in clause (i) of this
definition, provided that such refinancing satisfies subclauses (a) and (b) of
such clause (i).

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                                       14


                  "Rating Agencies" means: (a) S&P; (b) Moody's; or (c) if S&P
or Moody's or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

                  "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.

                  "Registration Rights Agreement" means the Registration Rights
Agreement for the Notes, the 5 3/4% Notes and the Floating Rate Notes, dated as
of October 2, 2003, by and among the Company, the Guarantors, the Initial
Purchasers and any other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 903 of Regulation S.

                  "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.

                                       15


                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

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

                  "Restricted Period" means the 40-day distribution compliance
period as defined in Regulation S.

                  "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.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw Hill Companies, Inc.

                  "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.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "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 Issue Date.

                  "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

                                       16


controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person or a combination thereof.

                  "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; provided that if the Company or any of
its Restricted Subsidiaries consummates a merger, acquisition or other business
combination or an Asset Sale or other disposition of assets subsequent to the
commencement of such period but prior to or contemporaneously with the event for
which the calculation of Trailing Cash Flow Amount is made, then Trailing Cash
Flow Amount 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.

                  "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.

                  "2001 EDBS Notes" means the $700,000,000 aggregate principal
original issue amount of 9 1/8% Senior Notes due 2009 issued by the Company.

                  "2001 EDBS Notes Indenture" means the indenture dated December
28, 2001 among the Company and U.S. Bank National Association, as trustee, as
the same may be amended, modified or supplemented from time to time.

                  "2003 Indentures" means this Indenture, the 5 3/4% Notes
Indenture and the Floating Rate Notes Indenture.

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

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Note" 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, representing Notes that do not bear
the Private Placement Legend.

                  "Unrestricted Subsidiary" or "Unrestricted Subsidiaries"
means: (A) E-Sat, Inc., Wright Travel Corporation, EchoStar Real Estate
Corporation V, EchoStar International (Mauritius) Ltd., EchoStar Manufacturing &
Distribution Private Ltd. India, Satrec Mauritius Ltd., Celsat America, WS
Acquisition Corporation, Flextracker Sdn. Bhd., Echosphere De

                                       17


Mexico S. De R.L. De C.V. and EIC Spain, S.L.; and (B) any Subsidiary of the
Company designated as an Unrestricted Subsidiary in a resolution of the Board of
Directors:

                  (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) 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 neither ESC nor Echosphere Corporation
may be designated as an Unrestricted Subsidiary. If 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. 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.

                  "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.

                                       18


                  "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.

SECTION 1.02. Other Definitions.



                                                                                     Defined
Term                                                                                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
"Company"..................................................................         Preamble
"Covenant Defeasance"......................................................         8.03
"DTC"......................................................................         2.01
"ETC Amount Due............................................................         4.19
"Event of Default".........................................................         6.01
"Excess Proceeds"..........................................................         4.10
"Excess Proceeds Offer"....................................................         3.08
"H.15(519) Selected Interest Rates"........................................         3.07
"incur"....................................................................         4.09
"Legal Defeasance".........................................................         8.02
"Make-Whole Premium".......................................................         3.07
"Non-Core Asset Amount Due"................................................         4.19
"Offer Amount".............................................................         3.08
"Offer Period".............................................................         3.08
"Paying Agent".............................................................         2.03
"Payment Default"..........................................................         6.01(f)
"Payout"...................................................................         4.19
"Permitted Refinancing"....................................................         4.09
"Private Placement Legend".................................................         2.01
"Purchase Date"............................................................         3.08
"Refinancing Indebtedness".................................................         4.09
"Registrar"................................................................         2.03
"Remaining Term"...........................................................         3.07
"Restricted Payments"......................................................         4.07
"Terminated Covenants".....................................................         4.21
"Treasury Yield"...........................................................         3.07


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:

                                       19


                  "indenture securities" means 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.

                  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 Notes may have notations,
legends or endorsements approved as to form by the Company, and required by law,
stock exchange rule, agreements to which the Company is 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

                                       20


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
                  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.

                  Except as permitted by Section 2.06(g), any Note not
registered under the Securities Act shall bear the following legend (the
"Private Placement Legend") on the face thereof:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
                  ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
                  SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL

                                       21


                  ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
                  ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR
                  ANY PREDECESSOR OF THIS NOTE) (THE "RESALE RESTRICTION
                  TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
                  THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
                  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
                  QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
                  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
                  TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
                  UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH REGULATION S
                  UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
                  ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR
                  TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
                  THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
                  PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
                  TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF
                  COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
                  TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
                  OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

The Trustee must refuse to register any transfer of a Note bearing the Private
Placement Legend that would violate the restrictions described in such legend.

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 authenticate (i) Initial Notes for original
issue on the Issue Date in an aggregate principal amount of $1.0 billion, (ii)
pursuant to the Exchange Offer, Exchange

                                       22


Notes from time to time for issue only in exchange for a like principal amount
of Initial Notes and (iii) subject to compliance with Section 4.09, one or more
series of Notes for original issue after the Issue Date (such Notes to be
substantially in the form of Exhibit A) in an unlimited amount (and if issued
with a Private Placement Legend, the same principal amount of Exchange Notes in
exchange therefor upon consummation of a registered exchange offer) in each case
upon written orders of the Company in the form of an Officers' Certificate,
which Officers' Certificate shall, in the case of any issuance pursuant to
clause (iii) above, certify that such issuance is in compliance with Section
4.09. In addition, each such Officers' Certificate shall specify the amount of
Notes to be authenticated, the date on which the Notes are to be authenticated,
whether the Securities are to be Initial Notes, Exchange Notes or Notes issued
under clause (iii) of the preceding sentence and the aggregate principal amount
of Notes outstanding on the date of authentication, and shall further specify
the amount of such Notes to be issued as a Global Note or Definitive Notes. Such
Notes shall initially be in the form of one or more Global Notes, which (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Notes to be issued, (ii) shall be registered in the
name of the Depositary for such Global Note or Notes or its nominee and (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction. All Notes issued under this Indenture shall vote and
consent together on all matters as one class and no series of Notes will have
the right to vote or consent as a separate class on any matter.

                  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 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 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.

                                       23


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 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) shall have no
further liability for the money delivered to the Trustee. If the Company 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 amount of the Notes
held by each thereof, and the Company 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

                                       24



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), (c) or (f) 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. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth in this Indenture to the extent required by the
Securities Act. 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 Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, no transfer of beneficial interests in the
         Regulation S Global Note may be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser)
         unless permitted by applicable law and made in compliance with
         subparagraphs (ii) and (iii) below. Beneficial interests in any
         Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         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, (B) (1) if Definitive Notes are at
         such time permitted to be issued pursuant to this Indenture, 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 consummation of an Exchange Offer by the Company in
         accordance with Section 2.06(f), the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. 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

                                       25



         Securities Act, the Trustee shall adjust the principal amount of the
         relevant Global Note(s) pursuant to Section 2.06(h).

                           (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                                    (A)      if the transferee will take
                  delivery in the form of a beneficial interest in the 144A
                  Global Note, then the transferor must deliver a certificate in
                  the form of Exhibit C hereto, including the certifications in
                  item (1) thereof; and

                                    (B)      if the transferee will take
                  delivery in the form of a beneficial interest in the
                  Regulation S Global Note, then the transferor must deliver a
                  certificate in the form of Exhibit C hereto, including the
                  certifications in item (2) thereof.

                           (iv)     Transfer and Exchange of Beneficial
         Interests in a Restricted Global Note for Beneficial Interests in an
         Unrestricted Global Note. A beneficial interest in any Restricted
         Global Note may be exchanged by any Holder thereof for a beneficial
         interest in an Unrestricted Global Note or transferred to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note if the exchange or transfer complies with the
         requirements of Section 2.06(b)(ii) above and:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a beneficial interest in an
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(a)
                                    thereof, or

                                       26


                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in an Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate, one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
Definitive Notes.

                           (i)      Beneficial Interests in Restricted Global
         Notes to Restricted Definitive Notes. If any Holder of a beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Restricted Definitive Note or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Note, then, upon receipt by the
         Registrar of the following documentation:

                                    (A)      if the Holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Restricted Definitive Note, a
                  certificate from such Holder in the form of Exhibit D hereto,
                  including the certifications in item (2)(a) thereof;

                                    (B)      if such beneficial interest is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (1)
                  thereof;

                                    (C)      if such beneficial interest is
                  being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof;

                                       27


                                    (D)      if such beneficial interest is
                  being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144 under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(a) thereof;

                                    (E)      if such beneficial interest is
                  being transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit C hereto,
                  including the certifications in item (3)(b) thereof; or

                                    (F)      if such beneficial interest is
                  being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(c) thereof,

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 Restricted Definitive Note in the appropriate
principal amount. Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
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 Restricted Definitive Notes
to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

                           (ii)     Beneficial Interests in Restricted Global
         Notes to Unrestricted Definitive Notes. A Holder of a beneficial
         interest in a Restricted Global Note may exchange such beneficial
         interest for an Unrestricted Definitive Note or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                       28


                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a Definitive Note that does not
                                    bear the Private Placement Legend, a
                                    certificate from such Holder in the form of
                                    Exhibit D hereto, including the
                                    certifications in item (1)(b) thereof; or

                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a Definitive Note
                                    that does not bear the Private Placement
                                    Legend, a certificate from such Holder in
                                    the form of Exhibit C hereto, including the
                                    certifications in item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                           (iii)    Beneficial Interests in Unrestricted Global
         Notes to Unrestricted Definitive Notes. If any Holder of a beneficial
         interest in an Unrestricted 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. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall not bear the Private Placement
         Legend.

                                       29


                  (d)      Transfer and Exchange of Definitive Notes for
Beneficial Interests.

                           (i)      Restricted Definitive Notes to Beneficial
         Interests in Restricted Global Notes. If any Holder of a Restricted
         Definitive Note proposes to exchange such Note for a beneficial
         interest in a Restricted Global Note or to transfer such Restricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in a Restricted Global Note, then, upon receipt
         by the Registrar of the following documentation:

                                    (A)      if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit D hereto, including
                  the certifications in item (2)(b) thereof;

                                    (B)      if such Restricted Definitive Note
                  is being transferred to a QIB in accordance with Rule 144A
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C hereto, including the certifications in
                  item (1) thereof; or

                                    (C)      if such Restricted Definitive Note
                  is being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

                           (ii)     Restricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of a Restricted
         Definitive Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Restricted Definitive Note to
         a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                       30


                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    Definitive Notes proposes to exchange such
                                    Notes for a beneficial interest in the
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(c)
                                    thereof; or

                                             (z)      if the Holder of such
                                    Definitive Notes proposes to transfer such
                                    Notes to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in the Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from an Unrestricted
Definitive Note or a Restricted Definitive Note, as the case may be, to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 of this Indenture, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Unrestricted Definitive Notes or Restricted Definitive
Notes, as the case may be, so transferred.

                  (e)      Transfer and Exchange of Definitive Notes for
Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. 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

                                       31


authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e).

                           (i)      Restricted Definitive Notes to Restricted
         Definitive Notes. Any Restricted Definitive Note may be transferred to
         and registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Note if the Registrar receives the
         following:

                                    (A)      if the transfer will be made
                  pursuant to Rule 144A under the Securities Act, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications in item (1) thereof;

                                    (B)      if the transfer will be made
                  pursuant to Rule 903 or Rule 904, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including the certifications in item (2) thereof; and

                                    (C)      if the transfer will be made
                  pursuant to any other exemption from the registration
                  requirements of the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including, if the Registrar so requests, a certification or
                  Opinion of Counsel in form reasonably acceptable to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act.

                           (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      any such transfer is effected
                  pursuant to a Shelf Registration Statement in accordance with
                  the Registration Rights Agreement;

                                    (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    exchange such Notes for an Unrestricted
                                    Definitive

                                       32


                                    Note, a certificate from such Holder in the
                                    form of Exhibit D hereto, including the
                                    certifications in item (1)(d) thereof; or

                                             (z)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    transfer such Notes to a Person who shall
                                    take delivery thereof in the form of an
                                    Unrestricted Definitive Note, a certificate
                                    from such Holder in the form of Exhibit C
                                    hereto, including the certifications in item
                                    (4) thereof; and, in each such case set
                                    forth in this subparagraph (D), if the
                                    Registrar so requests, an Opinion of Counsel
                                    in form reasonably acceptable to the Company
                                    to the effect that such exchange or transfer
                                    is in compliance with the Securities Act and
                                    that the restrictions on transfer contained
                                    in this Indenture and in the Private
                                    Placement Legend are no longer required in
                                    order to maintain compliance with the
                                    Securities Act.

                           (iii)    Unrestricted Definitive Notes to
         Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
         Notes may transfer such Notes to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Note. Upon receipt of a request
         to register such a transfer, the Registrar shall register the
         Unrestricted Definitive Notes pursuant to the instructions from the
         Holder thereof.

                  (f)      Exchange Offer. Upon the occurrence of an Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not "affiliates" (as defined in Rule 144) of the Company,
and accepted for exchange in an Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in an Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

                  (g)      Legends. The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                           (i)      Private Placement Legend.

                                    (A)      Except as permitted by subparagraph
                  (B) below, each Global Note (other than an Unrestricted Global
                  Note) and each Definitive Note (and all Notes issued in
                  exchange therefor or substitution thereof) shall bear the
                  Private Placement Legend.

                                       33


                                    (B)      Notwithstanding the foregoing, any
                  Global Note or Definitive Note issued pursuant to
                  subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
                  (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes
                  issued in exchange therefor or substitution thereof) shall not
                  bear the Private Placement Legend.

                           (ii)     Global Note Legend. Each Global Note shall
                  bear the Global Note Legend.

                  (h)      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.

                  (i)      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 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, 3.08
         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

                                       34


         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.

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 obligation of the Company.

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 protected purchaser.

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

                                       35


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 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

                                       36


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.

                                   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
35 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. If the Company is required to make the redemption pursuant to
Section 3.08, it shall furnish the Trustee, at least one but not more than 10
Business Days before a redemption date, an Officers' Certificate setting forth
(i) the redemption date and (ii) 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 deems 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

                                       37


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 Sections 3.08, 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:

                           (i)      the redemption date;

                           (ii)     the redemption price;

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

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

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

                           (vi)     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;

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

                           (viii)   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 that the Company
shall have delivered to the Trustee, at least 35 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.

                                       38


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.

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.

                  The Notes will be subject to redemption at the option of the
Company, at any time in whole, or from time to time in part, upon not less than
30 nor more than 60 days' notice, at a redemption price equal to 100% of the
principal amount of such Notes plus accrued and unpaid interest, if any, to the
applicable redemption date plus the "Make-Whole Premium." The "Make-Whole
Premium," with respect to any Note or any portion of any Note to be redeemed
shall be equal to the greater of:

                  (a)      1% of the principal amount of such Note or such
portion of a Note being redeemed and

                  (b)      the excess, if any, of

                           (i)      the sum of the present values, calculated as
         of the redemption date, of:

                                    (A)      each interest payment that, but for
                  the redemption, would have been payable on the Note, or
                  portion of a Note, being redeemed on each interest payment
                  date occurring after the redemption date, excluding any
                  accrued interest for the period prior to the redemption date,
                  plus

                                       39


                                    (B)      the principal amount that, but for
                  the redemption, would have been payable on the maturity date
                  of the Note, or portion of a Note, being redeemed; over

                           (ii)     the principal amount of the Note, or portion
         of a Note, being redeemed.

The present values of interest and principal payments referred to in clause
(b)(i) above will be determined in accordance with generally accepted principles
of financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the redemption date
at a discount rate equal to the Treasury Yield, as defined below, plus 50 basis
points.

                  The Company shall appoint an independent investment banking
institution of national standing to calculate the Make-Whole Premium; provided
that if the Company fails to appoint such an institution at least 45 days prior
to the date set for redemption or if the institution that the Company appoints
is unwilling or unable to make such calculation, such calculation shall be made
by Banc of America Securities LLC or, if such firm is unwilling or unable to
make such calculation, by an independent investment banking institution of
national standing appointed by the Trustee.

                  For purposes of determining the Make-Whole Premium, "Treasury
Yield" shall refer to an annual rate of interest equal to the weekly average
yield to maturity of United States Treasury Notes that have a constant maturity
that corresponds to the remaining term to maturity of the Notes being redeemed,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The Treasury
Yield shall be determined as of the third Business Day immediately preceding the
applicable redemption date.

                  The weekly average yields of United States Treasury Notes
shall be determined by reference to the most recent statistical release
published by the Federal Reserve Bank of New York and designated "H.15(519)
Selected Interest Rates" or any successor release (the "H.15 Statistical
Release"). If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same as the
Remaining Term, then the Treasury Yield shall be equal to such weekly average
yield. In all other cases, the Treasury Yield shall be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields as
calculated by interpolation shall be rounded to the nearest 0.01%, with any
figure of 0.005% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the independent investment banking institution.

                  Additionally, (i) Holders of record on the relevant record
date shall have the right to receive interest due on any interest payment date
that is on or prior to the redemption date and

                                       40


(ii) the redemption price shall never be less than 100% of the principal amount
of the Notes being redeemed plus accrued interest to the redemption date.

                  Notwithstanding the foregoing, at any time prior to October 1,
2006, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 106.375% of the principal
amount thereof on the redemption date, together with accrued and unpaid interest
to such redemption date, with the net cash proceeds of any capital contributions
or 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 of the originally issued principal amount of the Notes remains
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. 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 or this Section 3.08 exceeds $100.0
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 Restricted Subsidiary is required under the terms of Indebtedness
of the Company or such Restricted Subsidiary which is ranked equally with the
Notes to make an offer to purchase such other Indebtedness 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.

                                       41


                  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:

                           (i)      that the Excess Proceeds Offer is being made
         pursuant to this Section 3.08 and the length of time the Excess
         Proceeds Offer shall remain open;

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

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

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

                           (v)      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;

                           (vi)     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;

                           (vii)    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

                           (viii)   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 3.08. 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

                                       42


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 3.08, any
purchase pursuant to this Section 3.08 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 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

                                       43


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.

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 on 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 required to file reports on
Form 10-Q and 10-K, 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 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 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 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.

                                       44


                  (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 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 (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 by 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:

                           (i)      in accordance with the scheduled mandatory
         redemption, sinking fund or repayment provisions set forth in the
         original documentation governing such Indebtedness and

                           (ii)     the purchase, repurchase or other
         acquisition of subordinated Indebtedness with a stated maturity earlier
         than the maturity of the Notes or the

                                       45


         Guarantees purchased in anticipation of satisfying a payment of
         principal at the stated maturity thereof, within one year of such
         stated maturity;

                  (d)      declare or pay any dividend or make any distribution
on account of any Equity Interests of any Restricted Subsidiary, other than:

                           (i)      to the Company or any Wholly Owned
         Restricted Subsidiary; or

                           (ii)     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 (ii), 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
         December 28, 2001, is less than the sum of:

                                    (A)      the difference of

                                             (x)      the 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 January 1, 2002
                                    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

                                       46


                  business permitted under Section 4.16 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
                  December 28, 2001; 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 exceed the amount of the Investments
                  made by the Company or any Restricted Subsidiary in any such
                  Unrestricted Subsidiary since December 28, 2001; 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 since December 28, 2001 to the
                  extent not included in cumulative Consolidated Cash Flow of
                  the Company; 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 December 28, 2001 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 amount 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 or distribution 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);

                                       47


                  (3)      Investments in an aggregate amount not to exceed $500
         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 amount 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);

                  (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) $100 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, redemption, repurchase or other
         acquisition or retirement for value of employee stock options to
         purchase Capital Stock of EchoStar, or Capital Stock of EchoStar issued
         pursuant to any management equity plan, stock option plan or other
         management or employee benefit plan or agreement, in an aggregate
         amount not to exceed $25 million in any calendar year;

                  (6)      a Permitted Refinancing;

                  (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 December 28, 2001; 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 that the foregoing amount 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 4.16
         of this Indenture;

                  (8)      Investments in any Restricted Subsidiary which is not
         a Wholly Owned Restricted Subsidiary, but which is a Guarantor and
         Investments in the form of intercompany debt with any direct or
         indirect parent company or any Wholly Owned Subsidiary of such direct
         or indirect parent company provided that such debt is incurred in the
         ordinary course of business and is used in a business described in
         Section 4.16 of this Indenture;

                                       48


                  (9)      Investments in businesses strategically related to
         businesses described in Section 4.16 of this Indenture in an aggregate
         amount not to exceed $250 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 aggregate amount not to exceed $15 million in any
         calendar year;

                  (11)     the making of any Restricted Payment (including the
         receipt of any Investment) permitted under or resulting from any
         transaction permitted under Section 4.19 of this Indenture; provided
         that all conditions to any such Restricted Payment set forth in such
         Section 4.19 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 and Investments entered into in connection with an
         acquisition of assets used in or constituting a business permitted
         under Section 4.16 of this Indenture as a result of "earn-outs" or
         other deferred payments or similar obligations;

                  (13)     any Restricted Payment permitted under another 2003
         Indenture or any of the EDBS Notes Indentures;

                  (14)     Investments which are used to pay for the
         construction, launch, operation or insurance of satellites owned or
         leased by the Company or any Subsidiaries of the Company in an amount
         not to exceed $500 million;

                  (15)     Investments in a foreign direct-to-home satellite
         provider in an amount not to exceed $200 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;

                  (16)     the redemption, repurchase, defeasance or other
         acquisition or retirement for value of subordinated Indebtedness,
         including premium, if any, and accrued and unpaid interest, with the
         proceeds of, or in exchange for: (a) the proceeds of a capital
         contribution or a substantially concurrent offering of, shares of
         Capital Stock of the Company (or options, warrants or other rights to
         acquire such Capital Stock), or (b) Indebtedness that is at least as
         subordinated in right of payment to the Notes, including premium, if
         any, and accrued and unpaid interest, as the Indebtedness being
         redeemed, repurchased, defeased, acquired or retired and with a final
         maturity equal to or greater 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
         redeemed, repurchased, defeased, acquired or retired;

                  (17)     repurchases of Equity Interests deemed to occur upon
         (a) the exercise of stock options, warrants or convertible securities
         issued as compensation if such Equity Interests represent a portion of
         the exercise price thereof and (b) the withholding of a portion of the
         Equity Interests granted or awarded to an employee to pay taxes
         associated

                                       49


         therewith (or a dividend or distribution to finance such a deemed
         repurchase by EchoStar);

                  (18)     amounts paid by the Company to EchoStar or any other
         person with which the Company is included in a consolidated tax return
         equal to the amount of federal, state and local income taxes payable in
         respect of the income of the Company and its Subsidiaries, including
         without limitation, any payments made in accordance with tax allocation
         agreements between the Company and its Affiliates in effect from time
         to time; and

                  (19)     the making of a Restricted Payment so long as 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 Company's Indebtedness to Cash Flow Ratio would
         not exceed 3.5 to 1.

                  Restricted Payments made pursuant to clauses (1), (2), (4),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (2), (7) or (16) were included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (10) or (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 other 2003 Indentures and in the EDBS Notes Indenture),
shall be included as Restricted Payments in any computation made pursuant to
clause (iii) of the first paragraph of this Section 4.07.

                  Restricted Payments made pursuant to clauses (3), (5), (6),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (7) or (16) were not included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (8), (9), (11),
(12), (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 another 2003 Indenture or in an EDBS Notes
Indenture), (14), (15), (17), (18) or (19) 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 months preceding the date
of the request was 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.

                                       50


SECTION 4.08. Limitations on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary 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 the Company's
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 the Issue Date;

                           (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;

                           (vi)     any of the 2003 Indentures or any of the
         Notes, the 5 3/4% Notes or the Floating Rate Notes;

                           (vii)    Permitted Liens; or

                           (viii)   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

                                       51


         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. Limitation on 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 (including, in the case of an acquisition, merger or other
business combination giving pro forma effect to such transaction), either (a)
the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 8.0
to 1 or (b) the aggregate amount of Indebtedness of the Company and the
Guarantors would not exceed $1,500 per Subscriber.

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

                  (1)      Indebtedness in an aggregate principal amount of $2.5
         billion represented by any of the Notes and the Guarantees thereof, the
         5 3/4% Notes and the Guarantees (as defined in the 5 3/4% Notes
         Indenture), the Floating Rate Notes and the Guarantees (as defined in
         the Floating Rate Notes Indenture), and the 2003 Indentures;

                  (2)      the incurrence by the Company or any Guarantor of
         Acquired Subscriber Debt not to exceed $1,750 per Acquired Subscriber
         (less any amount used to incur Indebtedness pursuant to clause (b) of
         the immediately preceding paragraph);

                  (3)      the incurrence by the Company or any Guarantor of
         Deferred Payments and letters of credit with respect thereto;

                  (4)      Indebtedness of the Company or any Guarantor in an
         aggregate principal amount not to exceed $1,050,000,000 at any one time
         outstanding;

                  (5)      Indebtedness between and among the Company and any
         Guarantor;

                  (6)      Acquired Debt of a Person incurred prior to the date
         upon which such Person was acquired by the Company 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) $250
         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;

                  (7)      Existing Indebtedness;

                  (8)      the incurrence of Purchase Money Indebtedness by the
         Company or any Guarantor in an amount not to exceed the cost of
         construction, acquisition or

                                       52


         improvement of assets used in any business permitted under Section 4.16
         of this Indenture, as well as any launch costs and insurance premiums
         related to such assets;

                  (9)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred in the
         ordinary course of business and not for speculative purposes, it being
         understood that Hedging Obligations covering the principal amount of
         Indebtedness entered into in order to protect the Company or any of its
         Restricted Subsidiaries from fluctuation in interest rates on
         Indebtedness are deemed to be incurred in the ordinary course of
         business;

                  (10)     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 4.16 of this Indenture;

                  (11)     Indebtedness of the Company 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 or any refinancing thereof; provided that the
         aggregate of all Indebtedness incurred pursuant to this clause (11)
         shall in no event exceed $100 million at any one time outstanding;

                  (12)     the incurrence by the Company or any Guarantor of
         Indebtedness issued in exchange for, or the proceeds of which are used
         to extend, refinance, renew, replace, substitute or refund in whole or
         in part Indebtedness referred to in the first paragraph of this Section
         4.09 or in clauses (1), (2), (3), (6), (7) or (8) 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, substituted 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, substituted or refunded (a
         "Permitted Refinancing");

                  (13)     the guarantee by the Company 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;

                                       53


                  (14)     Indebtedness under Capital Lease Obligations of the
         Company or any Guarantor with respect to no more than five direct
         broadcast satellites at any time; and

                  (15)     Indebtedness of the Company or any Restricted
         Subsidiary owed to (including obligations in respect of letters of
         credit for the benefit of) any Person in connection with workers'
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance provided by such Person to
         the Company or such Restricted Subsidiary pursuant to reimbursement or
         indemnification obligations to such Person, in each case incurred in
         the ordinary course of business and consistent with industry practices.

                  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 (1) through (15) 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 (1) through (15) 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-leaseback transaction), other than:

                  (1)      sales or other dispositions of inventory in the
         ordinary course of business;

                  (2)      sales or other dispositions to the Company or a
         Wholly Owned Restricted Subsidiary of the Company by the Company or any
         Restricted Subsidiary;

                  (3)      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;

                  (4)      sales or other dispositions of rights to construct or
         launch satellites; and

                  (5)      sales or other dispositions permitted under Section
         4.19 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); or

                  (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 4.19 of
this Indenture);

                                       54


in either case, which assets or Equity Interests: (1) have a fair market value
in excess of $100 million (as determined in good faith by the Board of Directors
evidenced by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee); or (2) are sold or otherwise disposed of
for net proceeds in excess of $100 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 evidenced by a resolution of the
         Board of Directors 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, as the case may be) 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 180 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
                           (including Capital Stock of an entity owning such
                           property or assets so long as the receipt of such
                           Capital Stock otherwise complies with Section 4.07
                           (other than clause (12) of the second paragraph
                           thereof) to be used by the Company or any of its
                           Restricted Subsidiaries in a business permitted under
                           Section 4.16 of this Indenture;

provided, however, that up to $100 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), so long as the provisions of the next
paragraph are complied with as 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 are 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: 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, a business permitted under Section 4.16 of this
Indenture, to repurchase Notes, 5 3/4% Notes, Floating Rate Notes or

                                       55


EDBS Notes, to prepay, repay or purchase other senior Indebtedness or, if the
Company sells any of its satellites after launch such that the Company or its
Restricted Subsidiaries own fewer than three in-orbit satellites, only to
purchase a replacement satellite. 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 3.08 of this Indenture.

                  Clause (B) of the second preceding paragraph shall not apply
to all or such portion of the consideration:

                  (1)      as is properly designated by the Company in
         connection with an Asset Sale as being subject to this paragraph; and

                  (2)      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 another 2003 Indenture or any of
         the EDBS Notes Indentures plus, to the extent any such consideration
         did not satisfy clause (B)(x) or (B)(z) above, upon the exchange or
         repayment of such consideration for or with assets which satisfy either
         or both such clauses, an amount equal to the fair market value of such
         consideration (evidenced by a resolution of the Board of Directors 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 any of its Restricted Subsidiaries 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 the assets sold are satellites, uplink centers
         or call centers; provided that, in the case of this clause (z), the
         Company and its Restricted Subsidiaries continue to own at least three
         satellites, one uplink center and one call center.

                  (c)      Transactions described under clause (xii) of Section
4.11 of this Indenture shall not be subject to the requirements of this Section
4.10.

                                       56


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 or their
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or guarantee with, 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 $200 million, such Affiliate Transaction has
         either (i) been approved by a majority of the disinterested members of
         the Board of Directors or (ii) if there are no disinterested members of
         the Board of Directors, the Company or such Restricted Subsidiary has
         obtained the favorable opinion of an independent expert as to the
         fairness of such Affiliate Transaction to the Company or the relevant
         Restricted Subsidiary, as the case may be, from a financial point of
         view, 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 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 reasonable fees, compensation
         or employee benefit arrangements to, and any indemnity provided for the
         benefit of, directors, officers, consultants or employees of EchoStar
         and its Subsidiaries in the ordinary course of business and consistent
         with industry practice;

                           (ii)     transactions between or among the Company
         and its Wholly Owned Subsidiaries (other than Unrestricted
         Subsidiaries);

                           (iii)    any issuance of securities, or other
         payments, awards or grants in cash, securities or otherwise pursuant
         to, or the funding of employment arrangements, stock options and stock
         ownership plans approved by the Board of Directors;

                           (iv)     transactions in the ordinary course of
         business, including loans, expense allowances, reimbursements or
         extensions of credit (including indemnity arrangements) between the
         Company or any of its Restricted Subsidiaries on the one hand, and any
         employee of the Company or any of its Restricted Subsidiaries, on the
         other hand;

                           (v)      the granting and performance of registration
         rights for shares of Capital Stock of the Company under a written
         registration rights agreement approved by a majority of the members of
         the Board of Directors that are disinterested with respect to these
         transactions;

                                       57


                           (vi)     transactions with Affiliates solely in their
         capacity as holders of Indebtedness or Capital Stock of the Company or
         any of its Subsidiaries, so long as a significant amount of
         Indebtedness or Capital Stock of the same class is also held by persons
         that are not Affiliates of the Company and these Affiliates are treated
         no more favorably than holders of the Indebtedness or the Capital Stock
         generally;

                           (vii)    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;

                           (viii)   Restricted Payments that are permitted by
         Section 4.07 of this Indenture;

                           (ix)     any transactions pursuant to agreements in
         effect on the date of this Indenture and any modifications, extensions
         or renewals thereof that are no less favorable to the Company or the
         applicable Restricted Subsidiary than such agreement as in effect on
         the date of such Indenture;

                           (x)      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;

                           (xi)     the provision of services to EchoStar and
         its Affiliates by the Company or any of its Restricted Subsidiaries so
         long as no cash or other assets are transferred by the Company or its
         Restricted Subsidiaries in connection with such transactions (other
         than up to $100 million in cash in any fiscal year and other than
         nonmaterial assets used in the operations of the business in the
         ordinary course pursuant to the agreement governing the provision of
         the services), and so long as such transaction or agreement is
         determined by a majority of the members of the Board of Directors to be
         fair to the Company and its Restricted Subsidiaries when taken together
         with all other such transactions and agreements entered into with
         EchoStar and its Affiliates;

                           (xii)    the disposition of assets of the Company and
         its Restricted Subsidiaries in exchange for assets of EchoStar and its
         Affiliates so long as (i) the value to the Company in its business of
         the assets the Company receives is determined by a majority of the
         members of the Board of Directors to be substantially equivalent or
         greater than the value to the Company in its business of the assets
         disposed of, and (ii) the assets acquired by the Company and its
         Restricted Subsidiaries constitute properties and capital assets
         (including Capital Stock of an entity owning such property or assets so
         long as the receipt of such Capital Stock otherwise complies with
         Section 4.07 of this Indenture (other than clause (12) of the second
         paragraph thereof)) to be used by the Company or any of its Restricted
         Subsidiaries in a business permitted as described under Section 4.16 of
         this Indenture;

                                       58


                           (xiii)   sales of Equity Interests (other than
         Disqualified Stock) to Affiliates of the Company; and

                           (xiv)    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 any Guarantor transfers or causes to be
transferred, in one transaction 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 evidenced by a resolution of the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee no later than
five Business Days following January 1 and July 1 of each year or ten days
following a request from the Trustee, which Officers' Certificate shall cover
the six months preceding January 1, July 1 or the date of request, as the case
may be) exceeding the sum of $100 million in the aggregate for all such
transfers after the Issue Date (fair market value being determined as of the
time of such acquisition) to Restricted Subsidiaries that are not Guarantors,
the Company shall, or shall cause each of such Subsidiaries to which any amount
exceeding such $100 million (less such fair market value) is transferred to:

                           (i)      execute and deliver to the Trustee a
         supplemental indenture to this 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
evidenced by a resolution of the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee no later than five Business Days
following January

                                       59


1 and July 1 of each year or ten days following a request from the Trustee,
which Officers' Certificate shall cover the six months preceding January 1, July
1 or the date of request, as the case may be) 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 an
Unrestricted Subsidiary, such Subsidiary shall execute a supplemental indenture
to this Indenture and deliver an opinion of counsel, 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 and set forth in an Officers' Certificate delivered to the Trustee no
later than five Business Days following January 1 and July 1 of each year or ten
days following a request from the Trustee, which certificate shall cover the six
months preceding such January 1, July 1 or the date of request, as the case may
be) of all such Restricted Subsidiaries created, acquired or designated since
the Issue Date (fair market value being determined as of the time of creation,
acquisition or designation) does not exceed the sum of $100 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 such 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 proviso set
forth at the end 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 Sections 4.10 and 4.19, 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 4.19, the rights (charter and statutory), licenses
and 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 of 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 (the "Change of Control Payment"). Within 15
days following any Change of Control, the Company shall mail a notice to each
Holder stating:

                                       60


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

SECTION 4.16. Limitation on 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.

                                       61


SECTION 4.17. Intentionally Omitted.

SECTION 4.18. 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 the Issue Date (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

                                       62


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 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;

                           (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;

                                       63


                  (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 this clause (h)(ii), the order or
         decree remains unstayed and in effect for 60 consecutive days.

SECTION 4.19. Dispositions of ETC and Non-Core Assets.

                  Notwithstanding the provisions of 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 Equity Interests in or assets of ETC owned by
the Company and its Subsidiaries, then:

                  (1)      the payment of any dividend or distribution
         consisting of Equity Interests in 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
         in 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;

                  (2)      the sale, conveyance or other disposition of the
         Equity Interests in 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)      upon delivery of an Officers' Certificate to the
         Trustee evidencing satisfaction of the conditions to such release and a
         written request to the Trustee requesting such release, ETC shall be
         discharged and released from its Guarantee and, so long as 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, sale, conveyance or other disposition
(collectively, a "Payout") described in clauses (1) or (2) above shall be
permitted if at the time of such Payout:

                                       64


                  (a)      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:

                           (i)      the amount of all Investments (other than
         the contribution of:

                                    (x)      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

                                    (y)      patents, trademarks and copyrights
                           applied for or granted as of the date of this
                           Indenture to the extent used by ETC or resulting from
                           the business of ETC, in each case, to ETC);

                           made in ETC by the Company or its Restricted
                           Subsidiaries since the date of this Indenture (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

                           (ii)     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

                           (iii)    $100 million; and

                  (b)      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 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 Restricted
Subsidiaries with an unrelated Person, all as evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, within ten Business Days of a request by the Trustee certifying that
each such contract, agreement, understanding, loan, advance and guarantee has
been approved by a majority of the members of the Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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 and was not paid by
another

                                       65


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 the provisions of Section 4.07 and Section
4.10 of this Indenture:

                  (1)      the payment of any dividend or distribution
         consisting 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 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;

                  (2)      the sale, conveyance or other disposition of the
         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 an Asset Sale; and

                  (3)      upon delivery of an Officers' Certificate to the
         Trustee evidencing satisfaction of the conditions to such release and a
         written request to the Trustee requesting such release, any such
         Non-Core Asset that is a Guarantor shall be discharged and released
         from its Guarantee and, so long as 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:

                  (a)      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:

                           (i)      the amount of all Investments made in such
         Non-Core Asset by the Company or its Restricted Subsidiaries since the
         Issue Date (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

                           (ii)     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

                           (iii)    $100 million in the aggregate for all such
         Payouts and $25 million for any single such Payout; and

                  (b)      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

                                       66


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 as 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 Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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.

                  Promptly after any Payout pursuant to the terms of this
Section 4.19, 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 4.19 have been satisfied in connection with the making of such Payout.

                  Notwithstanding anything contained in this Section 4.19 to the
contrary, any disposition of ETC or Non-Core Assets permitted pursuant to the
EDBS 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 4.20. 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.

SECTION 4.21. Termination or Suspension of Certain Covenants Under Certain
              Conditions.

                  If, on any date following the Issue Date, the Notes receive an
Investment Grade rating from both Rating Agencies and no Default or Event of
Default has occurred and is

                                       67


continuing (a "Fall Away Event") then, beginning on that date and continuing at
all times thereafter regardless of any subsequent changes in the rating of the
Notes, the provisions of the Indenture contained in Sections 3.08, 4.07, 4.09,
4.10, 4.11, 4.15, 4.18 and 4.19 and clause (d) of Section 5.01 (collectively,
the "Fall Away Covenants") will no longer be applicable to the Notes.

                  In addition to the foregoing, during any period of time in
which the Notes have an Investment Grade rating from one of the Rating Agencies
and no Default or Event of Default has occurred and is continuing, then the Fall
Away Covenants will not apply to the Notes.

                  Upon the termination or suspension of the Fall Away Covenants
under either of the two foregoing paragraphs, the amount of Excess Proceeds for
purposes of Section 3.08 of this Indenture shall be set at zero.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation, or Sale of Assets of the Company.

                  The Company shall 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 under this Indenture and
the Notes pursuant to a supplemental indenture to this Indenture in form
reasonably satisfactory to the Trustee;

                  (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 will have been made

                           (i)      will 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

                                       68


                           (ii)     would, at the time of such transaction after
         giving pro forma effect thereto as if such transaction had 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 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
(determined on a pro forma basis), the Company's Indebtedness to Cash Flow Ratio
either (i) does not exceed 8.0:1 or (ii) 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 or Section 4.15;

                                       69


                  (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 then outstanding
of the Notes to comply with any of its other agreements in this 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 and 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 $200 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 and 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 $200 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 $200 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 $100 million, which judgments are not stayed within 60 days after their
entry;

                  (i)      EchoStar, the Company 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;

                  (j)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against EchoStar, the
Company or any Significant Subsidiary of the Company in an involuntary case;
(ii) appoints a custodian of EchoStar, the Company or any Significant Subsidiary
of the Company or for all or substantially all of the property of EchoStar, the
Company or any Significant Subsidiary of the Company; or (iii) orders the
liquidation of EchoStar or any Significant Subsidiary of the Company, and the
order or decree remains unstayed and in effect for 60 consecutive days; and

                                       70


                  (k)      any Guarantee 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.

SECTION 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (i) or (j) 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.
Notwithstanding the foregoing, in the case of an Event of Default specified in
clause (i) or (j) of Section 6.01 with respect to the Company or any Guarantor,
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 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.

                                       71


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.

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

                                       72


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:

                  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;

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                  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 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.

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                  (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 7.01.

                  (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 Holder 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.

                  (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.

                                       75


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

                  (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 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 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

                                       76


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.

                  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.

                                       77


                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(i) or (j) 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.

                  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.

                                       78


                  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.

                                    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

                                       79


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 2.03, 2.04, 2.05, 2.06, 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.

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 3.08, 4.03, 4.04, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19 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). 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) and Section
6.01(k) 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

                                       80


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 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 Issue Date, 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 acceptable 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(i) or 6.01(j) 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

                                       81


of the Company or with the intent of defeating, hindering, delaying or
defrauding any of the other creditors of the Company or others; and

                  (g)      The Company shall have delivered to the Trustee an
Officers' Certificate stating that all conditions precedent provided for or
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 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

                                       82


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.

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 Guarantees;

                  (c)      to provide for the assumption of the Company's or the
Guarantors' obligations to the Holders of the Notes in the case of a merger or
consolidation pursuant to Article 5 or Article 10;

                  (d)      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 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 a resolution of the board of directors
of each Guarantor and upon receipt by the Trustee of the documents described in
Section 11.04, the Trustee shall join with the Company and the Guarantors 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

                                       83


obligated to enter into such amended or supplemental indenture which affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes or the Guarantees or any amended or
supplemental indenture with the written consent of the Holders 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 3.08, 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):

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

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

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

                  (d)      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);

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

                  (f)      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;

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

                  (h)      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 a resolution of the board of directors
of each Guarantor, 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,

                                       84


the Trustee shall join with the Company and the Guarantors 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.

                  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.

                                       85


                  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 immunities of the Trustee.
Neither the Company nor any Guarantor may 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

                                       86


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 to 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 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.

                  The Guarantors hereby agree as among themselves that each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a pro rata contribution from each other Guarantor hereunder based on
the net assets of each other Guarantor. The preceding sentence shall in no way
affect the rights of the Holders of Notes to the benefits of this Indenture, the
Notes or the Guarantees.

                  Nothing 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 contained 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

                                       87


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. Merger, Consolidation or Sale of Assets of Guarantors.

                  Subject to Section 10.05, a Guarantor may not, and the Company
will not cause or permit any Guarantor to, 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:

                  (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 under this
Indenture and the Notes pursuant to a supplemental indenture to this Indenture
in form reasonably satisfactory to the Trustee; and

                  (c)      immediately after such transaction no Default or
Event of Default exists.

                  Nothing contained in this Indenture shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor that is a Wholly Owned Restricted Subsidiary of 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
Wholly Owned Restricted Subsidiary of the Company. 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 another
Guarantor that is a Restricted Subsidiary of 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. Successor Corporation Substituted.

                  Upon any consolidation, merger, sale or conveyance described
in clauses (a) through (d) of Section 10.04, 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

                                       88


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.

SECTION 10.05. Releases from Guarantees.

                  If pursuant to any direct or indirect 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 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 a Guarantor) shall be released and relieved of its
obligations under its Guarantee or Section 10.03 and Section 10.04, 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
obligations under its Guarantee or Section 10.03 and Section 10.04, 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 4.20 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, any Guarantor 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 or any Guarantor:

                                       89


                           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:

                           Sullivan & Cromwell LLP
                           1870 Embarcadero Road
                           Palo Alto, California 94303
                           Telecopier No.: (650) 461-5600
                           Attention: Scott D. Miller, Esq.

                  If to the Trustee:

                           U.S. Bank National Association
                           60 Livingston Avenue
                           Saint Paul, Minnesota 55107
                           Telecopier No: (651) 495-8097
                           Attention: Corporate Trust Administration

                  The Company, any Guarantor 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

                                       90


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

                  (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
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, the Guarantors or any of their Affiliates, as such, shall have any
liability for any obligations of the Company, the Guarantors or any of their
Affiliates under the Notes, the Guarantees or this

                                       91


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 a 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.

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 and the Guarantors in this
Indenture and the Notes and the Guarantees shall bind the successors of the
Company and the Guarantors, respectively. 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]

                                       92


                  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: -s- David K. Moskowitz
                                      -----------------------------
                                      Name:
                                      Title:

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

                                  By: -s- Richard H. Prokosch
                                      -----------------------------
                                      Name: Richard H. Prokosch
                                      Title: Vice President

                                  ECHOSTAR SATELLITE CORPORATION
                                  ECHOSTAR TECHNOLOGIES CORPORATION
                                  ECHO ACCEPTANCE CORPORATION
                                  ECHOSPHERE CORPORATION
                                  DISH NETWORK SERVICE CORPORATION
                                  ECHOSTAR INTERNATIONAL CORPORATION
                                  as Guarantors

                                  By: -s- David K. Moskowitz
                                      -----------------------------
                                      Name:
                                      Title:

                                       S-1


                                                                       EXHIBIT A

                                 [Face of Note]

                          6 3/8% Senior Note due 2011

Cert. No.
CUSIP No. [ ]

EchoStar DBS Corporation promises to pay to __________________ or its registered
assigns the principal sum of _____________________ Dollars on October 1, 2011

Interest Payment Dates: April 1 and October 1, commencing April 1, 2004

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:

                                      A-1


                                 (Back of Note)

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

                  (1)      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
6 3/8% per annum and will be payable semi-annually in arrears in cash on each
April 1 and October 1 of each year, commencing April 1, 2004, 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 or, if no interest has been paid, from the date of issuance. 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. In addition, Holders may be
entitled to the benefits of certain provisions of the Registration Rights
Agreement.

                  (2)      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 of America 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.

                  (3)      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.

                  (4)      Indenture. The Company issued the Notes under an
Indenture, dated as of October 2, 2003 (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.

                                      A-2


                  (5)      Optional Redemption. The Notes will be subject to
redemption at the option of the Company, at any time in whole, or from time to
time in part, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount of such Notes plus
accrued and unpaid interest, if any, to the applicable redemption date plus the
"Make-Whole Premium" as set forth in the Indenture.

                  Notwithstanding the foregoing, at any time prior to October 1,
2006, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 106.375% of the principal
amount thereof on the redemption date, together with accrued and unpaid interest
to such redemption date, with the net cash proceeds of any capital contributions
or 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 of the originally issued principal amount of the Notes remains
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.

                  (6)      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.

                  When the cumulative amount of Excess Proceeds that have not
been applied in accordance with Section 4.10 (Asset Sales) or Section 3.08
(Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds
$100.0 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 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 ranked
equally with the Notes to make an offer to purchase such other Indebtedness 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. To the extent that the 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 an 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.

                                      A-3


                  (7)      Notice of Redemption. Notice of redemption shall be
mailed at least 30 days but not more than 60 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.

                  (8)      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.

                  (9)      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.

                  (10)     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 3.08 (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

                                      A-4


redemption payment or mandatory redemption 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 or Guarantees in addition to
or in place of certificated Notes or Guarantees; to provide for the assumption
of the Company's or any Guarantor'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.

                  (11)     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 4.11
         (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 and any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company and 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 $200 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 and 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

                                      A-5


         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 $200 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 $200 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 $100 million, which judgments are not stayed
         within 60 days after their entry;

                  (i)      EchoStar, the Company 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;

                  (j)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against
         EchoStar, the Company or any Significant Subsidiary of the Company in
         an involuntary case; (ii) appoints a custodian of EchoStar, the Company
         or any Significant Subsidiary of the Company or for all or
         substantially all of the property of EchoStar, the Company or any
         Significant Subsidiary of the Company; or (iii) orders the liquidation
         of EchoStar or any Significant Subsidiary of the Company, and the order
         or decree remains unstayed and in effect for 60 consecutive days; and

                  (k)      any Guarantee 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.

                  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.

                                      A-6


                  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.

                  (12)     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.

                  (13)     No Personal Liabilities 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 or 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.

                  (14)     Guarantees. 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.

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

                  (16)     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).

                  (17)     CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security 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.

                                      A-7


                  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.

                                      A-8


                                 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.

                                      A-9


                  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 3.08 or Section 4.15 of the
Indenture check the appropriate box:

                  [ ] Section 3.08                   [ ] Section 4.15

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 3.08 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.

                                      A-10


                          [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:



                                                                      PRINCIPAL AMOUNT
                          AMOUNT OF                                 OF THIS GLOBAL NOTE        SIGNATURE OF
                         DECREASE IN         AMOUNT OF INCREASE        FOLLOWING SUCH       AUTHORIZED OFFICER
                     PRINCIPAL AMOUNT OF      PRINCIPAL AMOUNT          DECREASE (OR           OF TRUSTEE OR
DATE OF EXCHANGE      THIS GLOBAL NOTE       OF THE GLOBAL NOTE          INCREASE)            NOTE CUSTODIAN
- ----------------     -------------------     ------------------     -------------------     ------------------
                                                                                


                                      A-11


                                                                       EXHIBIT B

                                FORM OF 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:
                                          Title:

                                      B-1


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107

                  Re: 6 3/8% Senior Notes due 2011

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  ________________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $____ in such Note[s] or interests (the "Transfer"), to
__________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

1.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
                  TO RULE 144A. The Transfer is being effected pursuant to and
                  in accordance with Rule 144A under the United States
                  Securities Act of 1933, as amended (the "Securities Act"),
                  and, accordingly, the Transferor hereby further certifies that
                  the beneficial interest or Definitive Note is being
                  transferred to a Person that the Transferor reasonably
                  believed and believes is purchasing the beneficial interest or
                  Definitive Note for its own account, or for one or more
                  accounts with respect to which such Person exercises sole
                  investment discretion, and such Person and each such account
                  is a "qualified institutional buyer" within the meaning of
                  Rule 144A in a transaction meeting the requirements of Rule
                  144A and such Transfer is in compliance with any
                  applicable blue sky securities laws of any state of the United
                  States. Upon consummation of the proposed Transfer in
                  accordance with the terms of the Indenture, the transferred
                  beneficial interest or Definitive Note will be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the 144A Global Note and/or the Definitive
                  Note and in the Indenture and the Securities Act.

2.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
                  PURSUANT TO REGULATION S. The Transfer is being effected
                  pursuant to and in accordance with Rule 903 or Rule 904 under
                  the Securities Act

                                      C-1


                  and, accordingly, the Transferor hereby further certifies that
                  (i) the Transfer is not being made to a Person in the United
                  States and (x) at the time the buy order was originated, the
                  Transferee was outside the United States or such Transferor
                  and any Person acting on its behalf reasonably believed and
                  believes that the Transferee was outside the United States or
                  (y) the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither such Transferor nor any Person acting on its behalf
                  knows that the transaction was prearranged with a buyer in the
                  United States, (ii) no directed selling efforts have been made
                  in contravention of the requirements of Rule 903(b) or Rule
                  904(b) of Regulation S under the Securities Act, (iii) the
                  transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act and (iv) if
                  the proposed transfer is being made prior to the expiration of
                  the Restricted Period, the transfer is not being made to a
                  U.S. Person or for the account or benefit of a U.S. Person
                  (other than an Initial Purchaser). Upon consummation of the
                  proposed transfer in accordance with the terms of the
                  Indenture, the transferred beneficial interest or Definitive
                  Note will be subject to the restrictions on Transfer
                  enumerated in the Private Placement Legend printed on the
                  Regulation S Global Note and/or the Definitive Note and in the
                  Indenture and the Securities Act.

3.       [ ]      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
                  BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY
                  PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
                  REGULATION S. The Transfer is being effected in compliance
                  with the transfer restrictions applicable to beneficial
                  interests in Restricted Global Notes and Restricted Definitive
                  Notes and pursuant to and in accordance with the Securities
                  Act and any applicable blue sky securities laws of any state
                  of the United States, and accordingly the Transferor hereby
                  further certifies that (check one):

                  (a)      [ ]      such Transfer is being effected pursuant to
                                    and in accordance with Rule 144 under the
                                    Securities Act; or

                  (b)      [ ]      or such Transfer is being effected to the
                                    Company or a subsidiary thereof;

                                    or

                  (c)      [ ]      such Transfer is being effected pursuant
                                    to an effective registration statement under
                                    the Securities Act and in compliance with
                                    the prospectus delivery requirements of the
                                    Securities Act.

4.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
                  DEFINITIVE NOTE.

                  (a)      [ ]      CHECK IF TRANSFER IS PURSUANT TO RULE 144.
                                    (i) The Transfer is being effected pursuant
                                    to and in accordance with Rule 144 under
                                    the Securities Act and in compliance with
                                    the transfe

                                      C-2


                                    restrictions contained in the Indenture and
                                    any applicable blue sky securities laws of
                                    any state of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will no longer be subject to
                                    the restrictions on transfer enumerated in
                                    the Private Placement Legend printed on the
                                    Restricted Global Notes, on Restricted
                                    Definitive Notes and in the Indenture.

                  (b)      [ ]      CHECK IF TRANSFER IS PURSUANT TO
                                    REGULATION S. (i) The Transfer is being
                                    effected pursuant to and in accordance with
                                    Rule 903 or Rule 904 under the Securities
                                    Act and in compliance with the transfer
                                    restrictions contained in the Indenture and
                                    any applicable blue sky securities laws of
                                    any state of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will no longer be subject to
                                    the restrictions on transfer enumerated in
                                    the Private Placement Legend printed on the
                                    Restricted Global Notes, on Restricted
                                    Definitive Notes and in the Indenture.

                  (c)      [ ]      CHECK IF TRANSFER IS PURSUANT TO OTHER
                                    EXEMPTION. (i) The Transfer is being
                                    effected pursuant to and in compliance with
                                    an exemption from the registration
                                    requirements of the Securities Act other
                                    than Rule 144, Rule 903 or Rule 904 and in
                                    compliance with the transfer restrictions
                                    contained in the Indenture and any
                                    applicable blue sky securities laws of any
                                    State of the United States and (ii) the
                                    restrictions on transfer contained in the
                                    Indenture and the Private Placement Legend
                                    are not required in order to maintain
                                    compliance with the Securities Act. Upon
                                    consummation of the proposed Transfer in
                                    accordance with the terms of the Indenture,
                                    the transferred beneficial interest or
                                    Definitive Note will not be subject to the
                                    restrictions on transfer enumerated in the
                                    Private Placement Legend printed on the
                                    Restricted Global Notes or Restricted
                                    Definitive Notes and in the Indenture.

                                      C-3


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                    ________________________________________
                                    [Insert Name of Transferor]

                                    By: ____________________________________
                                        Name:
                                        Title:

Dated:_________________

                                      C-4


                  ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP ___________), or

                  (ii)     [ ]      Regulation S Global Note
                                    (CUSIP ___________), or

         (b)      [ ]      a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [   ]    144A Global Note (CUSIP ___________), or

                  (ii)     [   ]    Regulation S Global Note
                                    (CUSIP ___________), or

                  (iii)    [   ]    Unrestricted Global Note
                                    (CUSIP ___________), or

         (b)      [ ]      a Restricted Definitive Note; or

         (c)      [ ]      an Unrestricted Definitive Note, in accordance with
                           the terms of the Indenture.

                                      C-5


                                                                       EXHIBIT D

                         FORM OF CERTIFICATE OF EXCHANGE

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107

                          Re: 6 3/8% Senior Notes due 2011

                               (CUSIP ___________)

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  _______________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

                  1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in

                                      D-1


compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (c)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner's Exchange of a Restricted Definitive Note for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.

                  2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] _ 144A Global Note, _ Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's

                                      D-2


own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                    ______________________________________
                                    [Insert Name of Transferor]

                                    By: __________________________________
                                        Name:
                                        Title:

Dated:_________________

                                      D-3

                                                                  EXECUTION COPY

                            ECHOSTAR DBS CORPORATION

                       FLOATING RATE SENIOR NOTES DUE 2008

                                    INDENTURE

                           Dated as of October 2, 2003

                         U.S. Bank National Association

                                     Trustee



                                                                  EXECUTION COPY

                             CROSS-REFERENCE 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)..........................................................            11.03
   (c)..........................................................            11.03
313(a)..........................................................             7.06
   (b)(1).......................................................             7.06
   (b)(2).......................................................             7.07
   (c)..........................................................         7.06; 11.02
   (d)..........................................................             7.06
314(a)..........................................................        4.03(a); 11.05
   (4)..........................................................             4.04
   (b)..........................................................             N/A
   (c)(1).......................................................            11.04
   (c)(2).......................................................            11.04
   (c)(3).......................................................             N/A
   (d)..........................................................             N/A
   (e)..........................................................            11.05
   (f)..........................................................             N/A
315(a)..........................................................           7.01(b)
   (b)..........................................................         7.05; 11.02
   (c)..........................................................           7.01(a)
   (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)..........................................................             2.12
317(a)(1).......................................................             6.08
   (a)(2).......................................................             6.09
   (b)..........................................................             2.04
318(a)..........................................................            11.01
   (c)..........................................................            11.01


- ------------------------
N/A means Not Applicable.

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

                                       i



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                             
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions..........................................................................       1

SECTION 1.02.         Other Definitions....................................................................      18

SECTION 1.03.         Incorporation by Reference of Trust Indenture Act....................................      19

SECTION 1.04.         Rules of Construction................................................................      20

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01.         Form and Dating......................................................................      20

SECTION 2.02.         Form of Execution and Authentication.................................................      22

SECTION 2.03.         Registrar and Paying Agent...........................................................      23

SECTION 2.04.         Paying Agent To Hold Money in Trust..................................................      23

SECTION 2.05.         Lists of Holders of the Notes........................................................      24

SECTION 2.06.         Transfer and Exchange................................................................      24

SECTION 2.07.         Replacement Notes....................................................................      35

SECTION 2.08.         Outstanding Notes....................................................................      35

SECTION 2.09.         Treasury Notes.......................................................................      35

SECTION 2.10.         Temporary Notes......................................................................      36

SECTION 2.11.         Cancellation.........................................................................      36

SECTION 2.12.         Defaulted Interest...................................................................      36

SECTION 2.13.         Record Date..........................................................................      36

SECTION 2.14.         CUSIP Number.........................................................................      37

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01.         Notices to Trustee...................................................................      37

SECTION 3.02.         Selection of Notes To Be Redeemed....................................................      37

SECTION 3.03.         Notice of Redemption.................................................................      38

SECTION 3.04.         Effect of Notice of Redemption.......................................................      38

SECTION 3.05.         Deposit of Redemption Price..........................................................      38

SECTION 3.06.         Notes Redeemed in Part...............................................................      39


                                       i



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                Page
                                                                                                                ----
                                                                                                             
SECTION 3.07.         Optional Redemption..................................................................      39

SECTION 3.08.         Offer To Purchase by Application of Excess Proceeds..................................      41

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01.         Payment of Notes.....................................................................      43

SECTION 4.02.         Maintenance of Office or Agency......................................................      43

SECTION 4.03.         Reports..............................................................................      44

SECTION 4.04.         Compliance Certificate...............................................................      44

SECTION 4.05.         Taxes................................................................................      45

SECTION 4.06.         Stay, Extension and Usury Laws.......................................................      45

SECTION 4.07.         Limitation on Restricted Payments....................................................      45

SECTION 4.08.         Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries........      50

SECTION 4.09.         Limitation on Incurrence of Indebtedness.............................................      51

SECTION 4.10.         Asset Sales..........................................................................      54

SECTION 4.11.         Limitation on Transactions with Affiliates...........................................      56

SECTION 4.12.         Limitation on Liens..................................................................      59

SECTION 4.13.         Additional Subsidiary Guarantees.....................................................      59

SECTION 4.14.         Corporate Existence..................................................................      60

SECTION 4.15.         Offer To Purchase Upon Change of Control.............................................      60

SECTION 4.16.         Limitation on Activities of the Company..............................................      61

SECTION 4.17.         Intentionally Omitted................................................................      61

SECTION 4.18.         Accounts Receivable Subsidiary.......................................................      61

SECTION 4.19.         Dispositions of ETC and Non-Core Assets..............................................      64

SECTION 4.20.         Payments For Consent.................................................................      67

SECTION 4.21.         Termination or Suspension of Certain Covenants Under Certain Conditions..............      67

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01.         Merger, Consolidation, or Sale of Assets of the Company..............................      68

SECTION 5.02.         Successor Corporation Substituted....................................................      69


                                       ii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                Page
                                                                                                                ----
                                                                                                             
                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01.         Events of Default....................................................................      69

SECTION 6.02.         Acceleration.........................................................................      70

SECTION 6.03.         Other Remedies.......................................................................      71

SECTION 6.04.         Waiver of Past Defaults..............................................................      71

SECTION 6.05.         Control by Majority..................................................................      71

SECTION 6.06.         Limitation on Suits..................................................................      72

SECTION 6.07.         Rights of Holders of Notes To Receive Payment........................................      72

SECTION 6.08.         Collection Suit by Trustee...........................................................      72

SECTION 6.09.         Trustee May File Proofs of Claim.....................................................      73

SECTION 6.10.         Priorities...........................................................................      73

SECTION 6.11.         Undertaking for Costs................................................................      74

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01.         Duties of Trustee....................................................................      74

SECTION 7.02.         Rights of Trustee....................................................................      75

SECTION 7.03.         Individual Rights of Trustee.........................................................      76

SECTION 7.04.         Trustee's Disclaimer.................................................................      76

SECTION 7.05.         Notice of Defaults...................................................................      76

SECTION 7.06.         Reports by Trustee to Holders of the Notes...........................................      76

SECTION 7.07.         Compensation and Indemnity...........................................................      77

SECTION 7.08.         Replacement of Trustee...............................................................      77

SECTION 7.09.         Successor Trustee by Merger, Etc.....................................................      79

SECTION 7.10.         Eligibility; Disqualification........................................................      79

SECTION 7.11.         Preferential Collection of Claims Against Company....................................      79

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.         Option To Effect Legal Defeasance or Covenant Defeasance.............................      79

SECTION 8.02.         Legal Defeasance and Discharge.......................................................      79

SECTION 8.03.         Covenant Defeasance..................................................................      80


                                      iii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                Page
                                                                                                                ----
                                                                                                             
SECTION 8.04.         Conditions to Legal or Covenant Defeasance...........................................      80

SECTION 8.05.         Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous
                      Provisions...........................................................................      82

SECTION 8.06.         Repayment to Company.................................................................      82

SECTION 8.07.         Reinstatement........................................................................      82

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.         Without Consent of Holders of Notes..................................................      83

SECTION 9.02.         With Consent of Holders of Notes.....................................................      83

SECTION 9.03.         Compliance with Trust Indenture Act..................................................      85

SECTION 9.04.         Revocation and Effect of Consents....................................................      85

SECTION 9.05.         Notation on or Exchange of Notes.....................................................      85

SECTION 9.06.         Trustee To Sign Amendments, Etc......................................................      85

                                   ARTICLE 10
                                   GUARANTEES

SECTION 10.01.        Guarantee............................................................................      86

SECTION 10.02.        Execution and Delivery of Guarantees.................................................      87

SECTION 10.03.        Merger, Consolidation or Sale of Assets of Guarantors................................      88

SECTION 10.04.        Successor Corporation Substituted....................................................      88

SECTION 10.05.        Releases from Guarantees.............................................................      89

                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01.        Trust Indenture Act Controls.........................................................      89

SECTION 11.02.        Notices..............................................................................      89

SECTION 11.03.        Communication by Holders of Notes with Other Holders of Notes........................      90

SECTION 11.04.        Certificate and Opinion as to Conditions Precedent...................................      91

SECTION 11.05.        Statements Required in Certificate or Opinion........................................      91

SECTION 11.06.        Rules by Trustee and Agents..........................................................      91

SECTION 11.07.        No Personal Liability of Directors, Officers, Employees, Incorporators and
                      Stockholders.........................................................................      91

SECTION 11.08.        Governing Law........................................................................      92

SECTION 11.09.        No Adverse Interpretation of Other Agreements........................................      92


                                       iv



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                Page
                                                                                                                ----
                                                                                                             
SECTION 11.10.        Successors...........................................................................      92

SECTION 11.11.        Severability.........................................................................      92

SECTION 11.12.        Counterpart Originals................................................................      92

SECTION 11.13.        Table of Contents, Headings, Etc.....................................................      92


                                       v



EXHIBITS

EXHIBIT A  FORM OF NOTE
EXHIBIT B  FORM OF GUARANTEE
EXHIBIT C  FORM OF CERTIFICATE OF TRANSFER
EXHIBIT D  FORM OF CERTIFICATE OF EXCHANGE

                                       vi



                  INDENTURE, dated as of October 2, 2003, among EchoStar DBS
Corporation (the "Company"), a Colorado corporation, the Guarantors (as
hereinafter defined) 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 Floating Rate Senior Notes due 2008.

                                    RECITALS

                  The Company and the Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes and the Guarantees.

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

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

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

                  "144A Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 144A.

                  "Accounts Receivable Subsidiary" means one Unrestricted
Subsidiary of the Company specifically designated as an Accounts Receivable
Subsidiary for the purpose of financing the Company's 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 specified 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 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 Eurodollar Rate" means, for each Interest Period,
the applicable LIBOR rate for deposits in U.S. dollars for a period of three
months for the applicable Interest Period plus 3.25% per annum as determined by
the Calculation Agent in accordance with the following provisions:

                  (i) LIBOR for any Interest Period will equal the rate, as
                  determined by the Calculation Agent, for three month U.S.
                  dollar deposits which appears on the Telerate Page 3750 as of
                  11:00 a.m., London time, on the applicable LIBOR

                                       2


                  Determination Date, as reported by Bloomberg Financial Markets
                  Commodities News;

                  (ii) if, on any LIBOR Determination Date, such rate does not
                  appear on the Telerate Page 3750, the Calculation Agent will
                  determine the arithmetic mean of the offered quotations of the
                  Reference Banks to prime banks in the London interbank market
                  for Eurodollar deposits for the relevant term by reference to
                  requests for quotations as of approximately 11:00 a.m., London
                  time, on such LIBOR Determination Date made by the Calculation
                  Agent to the Reference Banks; provided, however, if, on the
                  LIBOR Determination Date, at least two of the Reference Banks
                  provide such quotations, LIBOR will equal such arithmetic
                  mean; provided, further, if, on any LIBOR Determination Date,
                  only one or none of the Reference Banks provide such
                  quotations, LIBOR will be deemed to be the arithmetic mean of
                  the offered quotations that the leading banks in New York City
                  selected by the Calculation Agent, after consultation with the
                  Company, are quoting on the relevant LIBOR Determination Date
                  for U.S. dollar deposits for the relevant term, to the
                  principal London offices of leading banks in the London
                  interbank market; and

                  (iii) if the Calculation Agent is required but is unable to
                  determine a rate in accordance with at least one of the
                  procedures provided above, LIBOR with respect to such Interest
                  Period will be LIBOR as calculated on the immediately
                  preceding LIBOR Determination Date.

For the purpose of clause (ii) above, all percentages resulting from such
calculations will be rounded, if necessary, to the nearest one thirty-second of
a percentage point and, for purposes of clause (iii) above, all percentages
resulting from such calculations will be rounded, if necessary, to the nearest
one hundred thousandth of a percentage point.

                  "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.

                  "Board of Directors" means the Board of Directors of the
Company.

                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

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

                  "Calculation Agent" means a financial institution appointed by
the Company to calculate the interest rate payable on the Notes in respect of
each Interest Period, which shall initially be the Trustee.

                  "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

                                       3


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 one year from the date of acquisition; (c) certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers' acceptances with maturities not exceeding one year 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 30 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 or
better, A-1 or better or the equivalent thereof by Moody's or S&P, respectively,
and in each case maturing within 12 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 the result of which is that any Person (other than the Principal or
a Related Party) individually owns more than 50% of the total Equity Interest of
ECC; (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, societe anonyme.

                  "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

                                       4


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 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 Tangible Assets" means, with respect to any
Person, the aggregate amount of assets of such Person (less applicable reserves
and other properly deductible items) after deducting therefrom (to the extent
otherwise included therein) (a) all current liabilities and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth in the books and records of such Person
and its consolidated Subsidiaries as of the end of the most recently ended
fiscal quarter and computed in accordance with GAAP.

                  "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 the date of this Indenture 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 the date of this Indenture; 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

                                       5


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.

                  "DBS" means direct broadcast satellite.

                  "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 owed 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 the Company and/or them in the
businesses described in Section 4.16 in an aggregate principal amount not to
exceed $200 million at any one time outstanding.

                  "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 the 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.

                  "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.

                                       6


                  "EchoStar I" means the Company's high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar II" means the Company's high-powered direct
broadcast satellite as identified in EchoStar's Annual Report on Form 10-K for
the year ended December 31, 2002 and consolidated financial statements included
therein.

                  "EchoStar III" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EchoStar IV" means the high-powered direct broadcast
satellite as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2002 and consolidated financial statements included therein.

                  "EDBS Exchange Indenture" means the indenture, dated as of
November 4, 2002, among the Company, the guarantors of the EDBS Exchange Notes
named therein and U.S. Bank National Association, as trustee, as the same may be
amended, modified or supplemented from time to time.

                  "EDBS Exchange Notes" means the $1,000,000,000 aggregate
principal original issue amount of 10-3/8% Senior Notes due 2007 issued by the
Company.

                  "EDBS Notes" means the 2001 EDBS Notes, the 1999 EDBS Notes
and the EDBS Exchange Notes.

                  "EDBS Notes Indentures" means the 2001 EDBS Notes Indenture,
the 1999 EDBS Notes Indenture and the EDBS Exchange Indenture.

                  "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.

                  "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 Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

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

                                       7


                  "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) or pursuant to a registered exchange offer for Notes
with a Private Placement Legend issued after the Issue Date.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement with respect to the Notes.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement with respect to the Notes.

                  "Existing Indebtedness" means the Notes, the 5 3/4% Notes, the
6 3/8% Notes and any other Indebtedness of the Company and its Subsidiaries in
existence on the date of this Indenture until such amounts are repaid.

                  "FCC" means Federal Communications Commission.

                  "5 3/4% Notes" means the $1,000,000,000 aggregate principal
original issue amount of 5 3/4% Senior Notes due 2008 issued by the Company
under the 5 3/4% Notes Indenture.

                  "5 3/4% Notes Indenture" means the indenture, dated as of
October 2, 2003, among the Company, the guarantors of the 5 3/4% Notes named
therein and U.S. Bank National Association, as trustee.

                  "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 United States of America, 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, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto issued in accordance with Section 2.01 or 2.06 of
this Indenture.

                  "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 of
America 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.

                                       8


                  "Guarantee" means a guarantee of the Notes by a Guarantor.

                  "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 if
such Person or any of its Subsidiaries (or, if such Person is the Company, any
of its Restricted Subsidiaries) consummates an acquisition, merger or other
business combination or an Asset Sale or other disposition of assets subsequent
to the commencement of the Measurement Period 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 transaction(s) 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.

                                       9


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

                  "Initial Notes" means the $500.0 million aggregate principal
amount Floating Rate Senior Notes due 2008 of the Company issued under this
Indenture on the Issue Date.

                  "Initial Purchasers" means, with respect to the Notes, Banc of
America LLC and Credit Suisse First Boston LLC.

                  "Interest Period" means the period from and including the date
of issuance of the Notes to but excluding the first Interest Payment Date after
the issuance of the Notes, and each successive three month period from and
including each Interest Payment Date to but excluding the following Interest
Payment Date.

                  "Investment Grade" means, with respect to a security, that
such security is rated at least BBB- or higher by S&P or Baa3 or higher by
Moody's (or, in the event of change in ratings systems, the equivalent of such
ratings by S&P or Moody's), or the equivalent rating of another nationally
recognized statistical rating organization.

                  "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.

                  "Issue Date" means October 2, 2003, the date of original
issuance of the Initial Notes.

                  "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 or required 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.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                  "LIBOR Determination Date" means, with respect to any Interest
Period, the second London Banking Day prior to the first day of such Interest
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).

                                       10


                  "London Banking Day" means any day on which commercial banks
are open for business, including dealings in foreign exchange and foreign
currency deposits, in London.

                  "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 3.0 times the Trailing Cash
Flow Amount, or, if greater and following a Fall Away Event, 15% of the
Company's Consolidated Net Tangible Assets.

                  "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 EDBS Notes" means the $1,625,000,000 aggregate principal
original issue amount of 9-3/8% Senior Notes due 2009 issued by the Company.

                  "1999 EDBS Notes Indenture" means the indenture dated January
25, 1999 among the Company, the guarantors of the 1999 EDBS 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 present and
possible future authorizations, rights, interests and other intangible assets
related to all "western" DBS orbital

                                       11


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 authorization for 3 DBS frequencies at the 157
degree orbital location; (2) all intangible present and possible future
authorizations, rights, interests and other intangible assets related to the
fixed satellite service 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 Ka/Ku-band system at 83 degree and 121 degree
orbital location, the application of ESC to add C-band capabilities to a Ku-band
satellite authorized at 83 degree orbital location, and ESC's pending
applications for Ka-band and extended Ku-band satellites related to the fixed
satellite service; (3) all present and possible future 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 license of E-SAT, Inc. for a
low-earth orbit mobile satellite service system; (4) all present and possible
future 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 4.19.

                  "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 Initial Notes, the Exchange Notes and any
other notes issued after the Issue Date in accordance with the fourth paragraph
of Section 2.02 of this Indenture treated as a single class of securities.

                  "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 Notes, the 6 3/8% Notes
and the 5 3/4% Notes pursuant to the Offering Memorandum.

                  "Offering Memorandum" means the Offering Memorandum, dated
September 18, 2003, relating to and used in connection with the Offering.

                  "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.

                                       12


                  "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 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 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 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 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, the 6 3/8% Notes and the
5 3/4% Notes and Liens securing any Guarantee, any Guarantee (as defined in the
5 3/4% Notes Indenture) and any Guarantee (as defined in the 6 3/8% Notes
Indenture);

                  (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;

                                       13


                  (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 of its
Restricted Subsidiaries, 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 therefor;

                  (k)      Liens existing on the Issue Date;

                  (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 the business
of the Company or any of its Restricted Subsidiaries (including, without
limitation, Liens securing Purchase Money Indebtedness) with respect to
obligations that do not exceed $50 million in principal amount in the aggregate
at any one time outstanding;

                  (n)      Liens securing Indebtedness in an amount not to
exceed $50 million incurred pursuant to clause (11) of the second paragraph of
Section 4.09 of this Indenture;

                  (o)      Liens on any asset of the Company or any of its
Restricted Subsidiaries securing Indebtedness in an amount not to exceed $25
million;

                  (p)      Liens securing Indebtedness permitted under clause
(12) 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;

                                       14


                  (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 EDBS 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.

                  "Principal" means Charles W. Ergen.

                  "Private Placement Legend" means the legend set forth in
Section 2.01 to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

                  "Purchase Money Indebtedness" means (i) Indebtedness of the
Company, or any Guarantor 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 or the Guarantors): (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; and (ii) Indebtedness of the Company or any
Guarantor which refinances Indebtedness referred to in clause (i) of this
definition, provided that such refinancing satisfies subclauses (a) and (b) of
such clause (i).

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                                       15


                  "Rating Agencies" means: (a) S&P; (b) Moody's; or (c) if S&P
or Moody's or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

                  "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.

                  "Reference Banks" means four major banks in the London
Interbank market selected by the Calculation Agent.

                  "Registration Rights Agreement" means the Registration Rights
Agreement for the Notes, the 6 3/8% Notes and the 5 3/4% Notes, dated as of
October 2, 2003, by and among the Company, the Guarantors, the Initial
Purchasers and any other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means one or more global Notes
substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, which, in the aggregate, are
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 903 of Regulation S.

                  "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.

                                       16


                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

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

                  "Restricted Period" means the 40-day distribution compliance
period as defined in Regulation S.

                  "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.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw Hill Companies, Inc.

                  "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.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "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 Issue Date.

                  "6 3/8% Notes" means the $1,000,000,000 aggregate principal
original issue amount of 6 3/8% Senior Notes due 2011 issued by the Company
under the 6 3/8% Notes Indenture.

                  "6 3/8% Notes Indenture" means the indenture, dated as of
October 2, 2003, among the Company, the guarantors of the 6 3/8% Notes named
therein and U.S. Bank National Association, as trustee.

                                       17


                  "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.

                  "Telerate Page 3750" means the display page currently so
designated on the Moneyline Telerate Service or such other page as may replace
such page on such service for the purpose of displaying comparable rates.

                  "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; provided that if the Company or any of
its Restricted Subsidiaries consummates a merger, acquisition or other business
combination or an Asset Sale or other disposition of assets subsequent to the
commencement of such period but prior to or contemporaneously with the event for
which the calculation of Trailing Cash Flow Amount is made, then Trailing Cash
Flow Amount 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.

                  "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.

                  "2001 EDBS Notes" means the $700,000,000 aggregate principal
original issue amount of 9-1/8% Senior Notes due 2009 issued by the Company.

                  "2001 EDBS Notes Indenture" means the indenture dated December
28, 2001 among the Company and U.S. Bank National Association, as trustee, as
the same may be amended, modified or supplemented from time to time.

                  "2003 Indentures" means this Indenture, the 6 3/8% Notes
Indenture and the 5-3/4% Notes Indenture.

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

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Note" 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

                                       18


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,
representing Notes that do not bear the Private Placement Legend.

                  "Unrestricted Subsidiary" or "Unrestricted Subsidiaries"
means: (A) E-Sat, Inc., Wright Travel Corporation, EchoStar Real Estate
Corporation V, EchoStar International (Mauritius) Ltd., EchoStar Manufacturing &
Distribution Private Ltd. India, Satrec Mauritius Ltd., Celsat America, WS
Acquisition Corporation, Flextracker Sdn. Bhd., Echosphere De Mexico S. De R.L.
De C.V. and EIC Spain, S.L.; and (B) any Subsidiary of the Company designated as
an Unrestricted Subsidiary in a resolution of the Board of Directors:

                  (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) 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 neither ESC nor Echosphere Corporation
may be designated as an Unrestricted Subsidiary. If 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. 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.

                  "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

                                       19


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.

SECTION 1.02. Other Definitions.



                                                                                 Defined
         Term                                                                   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
"Company"..................................................................         Preamble
"Covenant Defeasance"......................................................         8.03
"DTC"......................................................................         2.01
"ETC Amount Due............................................................         4.19
"Event of Default".........................................................         6.01
"Excess Proceeds"..........................................................         4.10
"Excess Proceeds Offer"....................................................         3.08
"incur"....................................................................         4.09
"Legal Defeasance".........................................................         8.02
"Non-Core Asset Amount Due"................................................         4.19
"Offer Amount".............................................................         3.08
"Offer Period".............................................................         3.08
"Paying Agent".............................................................         2.03
"Payment Default"..........................................................         6.01(f)
"Payout"...................................................................         4.19
"Permitted Refinancing"....................................................         4.09
"Private Placement Legend".................................................         2.01
"Purchase Date"............................................................         3.08
"Refinancing Indebtedness".................................................         4.09
"Registrar"................................................................         2.03
"Restricted Payments"......................................................         4.07
"Terminated Covenants".....................................................         4.21


                                       20


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;

                  "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.

                  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 Notes may have notations,
legends or endorsements approved as to form by the Company, and required by law,
stock exchange rule, agreements to which the Company is

                                       21


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
                  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.

                  Except as permitted by Section 2.06(g), any Note not
registered under the Securities Act shall bear the following legend (the
"Private Placement Legend") on the face thereof:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,

                                       22


                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
                  ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
                  SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
                  WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
                  OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE
                  "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY
                  OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO
                  LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E)
                  PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
                  AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                  TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
                  LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
                  RESALE RESTRICTION TERMINATION DATE.

The Trustee must refuse to register any transfer of a Note bearing the Private
Placement Legend that would violate the restrictions described in such legend.

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.

                                       23


                  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 authenticate (i) Initial Notes for original
issue on the Issue Date in an aggregate principal amount of $500.0 million, (ii)
pursuant to the Exchange Offer, Exchange Notes from time to time for issue only
in exchange for a like principal amount of Initial Notes and (iii) subject to
compliance with Section 4.09, one or more series of Notes for original issue
after the Issue Date (such Notes to be substantially in the form of Exhibit A)
in an unlimited amount (and if issued with a Private Placement Legend, the same
principal amount of Exchange Notes in exchange therefor upon consummation of a
registered exchange offer) in each case upon written orders of the Company in
the form of an Officers' Certificate, which Officers' Certificate shall, in the
case of any issuance pursuant to clause (iii) above, certify that such issuance
is in compliance with Section 4.09. In addition, each such Officers' Certificate
shall specify the amount of Notes to be authenticated, the date on which the
Notes are to be authenticated, whether the Securities are to be Initial Notes,
Exchange Notes or Notes issued under clause (iii) of the preceding sentence and
the aggregate principal amount of Notes outstanding on the date of
authentication, and shall further specify the amount of such Notes to be issued
as a Global Note or Definitive Notes. Such Notes shall initially be in the form
of one or more Global Notes, which (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, the Notes to be issued,
(ii) shall be registered in the name of the Depositary for such Global Note or
Notes or its nominee and (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction. All Notes issued under
this Indenture shall vote and consent together on all matters as one class and
no series of Notes will have the right to vote or consent as a separate class on
any matter.

                  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 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 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

                                       24


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 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) shall have no
further liability for the money delivered to the Trustee. If the Company 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 amount of the Notes
held by each thereof, and the Company 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

                                       25


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), (c) or (f)
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. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth in this Indenture to the extent required by the
Securities Act. 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 Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, no transfer of beneficial interests in the
         Regulation S Global Note may be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser)
         unless permitted by applicable law and made in compliance with
         subparagraphs (ii) and (iii) below. Beneficial interests in any
         Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         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, (B) (1) if Definitive Notes are at
         such time permitted to be issued pursuant to this Indenture, 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 consummation of an Exchange Offer by the Company in
         accordance with Section 2.06(f), the

                                       26


         requirements of this Section 2.06(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. 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(h).

                           (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                                    (A)      if the transferee will take
                  delivery in the form of a beneficial interest in the 144A
                  Global Note, then the transferor must deliver a certificate in
                  the form of Exhibit C hereto, including the certifications in
                  item (1) thereof; and

                                    (B)      if the transferee will take
                  delivery in the form of a beneficial interest in the
                  Regulation S Global Note, then the transferor must deliver a
                  certificate in the form of Exhibit C hereto, including the
                  certifications in item (2) thereof.

                           (iv)     Transfer and Exchange of Beneficial
         Interests in a Restricted Global Note for Beneficial Interests in an
         Unrestricted Global Note. A beneficial interest in any Restricted
         Global Note may be exchanged by any Holder thereof for a beneficial
         interest in an Unrestricted Global Note or transferred to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note if the exchange or transfer complies with the
         requirements of Section 2.06(b)(ii) above and:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                       27


                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a beneficial interest in an
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(a)
                                    thereof, or

                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in an Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate, one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
Definitive Notes.

                           (i)      Beneficial Interests in Restricted Global
         Notes to Restricted Definitive Notes. If any Holder of a beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Restricted Definitive Note or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Note, then, upon receipt by the
         Registrar of the following documentation:

                                    (A)      if the Holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Restricted Definitive Note, a
                  certificate from such Holder in the form of Exhibit D hereto,
                  including the certifications in item (2)(a) thereof;

                                    (B)      if such beneficial interest is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (1)
                  thereof;

                                       28


                                    (C)      if such beneficial interest is
                  being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof;

                                    (D)      if such beneficial interest is
                  being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144 under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(a) thereof;

                                    (E)      if such beneficial interest is
                  being transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit C hereto,
                  including the certifications in item (3)(b) thereof; or

                                    (F)      if such beneficial interest is
                  being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit C hereto, including the
                  certifications in item (3)(c) thereof,

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 Restricted Definitive Note in the appropriate
principal amount. Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
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 Restricted Definitive Notes
to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

                           (ii)     Beneficial Interests in Restricted Global
         Notes to Unrestricted Definitive Notes. A Holder of a beneficial
         interest in a Restricted Global Note may exchange such beneficial
         interest for an Unrestricted Definitive Note or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an "affiliate"
                  (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                       29


                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                             (y)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a Definitive Note that does not
                                    bear the Private Placement Legend, a
                                    certificate from such Holder in the form of
                                    Exhibit D hereto, including the
                                    certifications in item (1)(b) thereof; or

                                             (z)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a Definitive Note
                                    that does not bear the Private Placement
                                    Legend, a certificate from such Holder in
                                    the form of Exhibit C hereto, including the
                                    certifications in item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                           (iii)    Beneficial Interests in Unrestricted Global
         Notes to Unrestricted Definitive Notes. If any Holder of a beneficial
         interest in an Unrestricted 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

                                       30


         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall not bear the Private Placement
         Legend.

                  (d)      Transfer and Exchange of Definitive Notes for
Beneficial Interests.

                           (i)      Restricted Definitive Notes to Beneficial
         Interests in Restricted Global Notes. If any Holder of a Restricted
         Definitive Note proposes to exchange such Note for a beneficial
         interest in a Restricted Global Note or to transfer such Restricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in a Restricted Global Note, then, upon receipt
         by the Registrar of the following documentation:

                                    (A)      if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit D hereto, including
                  the certifications in item (2)(b) thereof;

                                    (B)      if such Restricted Definitive Note
                  is being transferred to a QIB in accordance with Rule 144A
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C hereto, including the certifications in
                  item (1) thereof; or

                                    (C)      if such Restricted Definitive Note
                  is being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C hereto, including the certifications in item (2)
                  thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

                           (ii)     Restricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of a Restricted
         Definitive Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Restricted Definitive Note to
         a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                       31


                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the

                  following:

                                             (y)      if the Holder of such
                                    Definitive Notes proposes to exchange such
                                    Notes for a beneficial interest in the
                                    Unrestricted Global Note, a certificate from
                                    such Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(c)
                                    thereof; or

                                             (z)      if the Holder of such
                                    Definitive Notes proposes to transfer such
                                    Notes to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in the Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Indenture and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from an Unrestricted
Definitive Note or a Restricted Definitive Note, as the case may be, to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 of this Indenture, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Unrestricted Definitive Notes or Restricted Definitive
Notes, as the case may be, so transferred.

                  (e)      Transfer and Exchange of Definitive Notes for
Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to

                                       32


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. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

                           (i)      Restricted Definitive Notes to Restricted
         Definitive Notes. Any Restricted Definitive Note may be transferred to
         and registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Note if the Registrar receives the
         following:

                                    (A)      if the transfer will be made
                  pursuant to Rule 144A under the Securities Act, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications in item (1) thereof;

                                    (B)      if the transfer will be made
                  pursuant to Rule 903 or Rule 904, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including the certifications in item (2) thereof; and

                                    (C)      if the transfer will be made
                  pursuant to any other exemption from the registration
                  requirements of the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including, if the Registrar so requests, a certification or
                  Opinion of Counsel in form reasonably acceptable to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act.

                           (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                                    (A)      such exchange or transfer is
                  effected pursuant to an Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  "affiliate" (as defined in Rule 144) of the Company;

                                    (B)      any such transfer is effected
                  pursuant to a Shelf Registration Statement in accordance with
                  the Registration Rights Agreement;

                                    (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Registrar receives the
                  following:

                                       33


                                             (y)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    exchange such Notes for an Unrestricted
                                    Definitive Note, a certificate from such
                                    Holder in the form of Exhibit D hereto,
                                    including the certifications in item (1)(d)
                                    thereof; or

                                             (z)      if the Holder of such
                                    Restricted Definitive Notes proposes to
                                    transfer such Notes to a Person who shall
                                    take delivery thereof in the form of an
                                    Unrestricted Definitive Note, a certificate
                                    from such Holder in the form of Exhibit C
                                    hereto, including the certifications in item
                                    (4) thereof; and, in each such case set
                                    forth in this subparagraph (D), if the
                                    Registrar so requests, an Opinion of Counsel
                                    in form reasonably acceptable to the Company
                                    to the effect that such exchange or transfer
                                    is in compliance with the Securities Act and
                                    that the restrictions on transfer contained
                                    in this Indenture and in the Private
                                    Placement Legend are no longer required in
                                    order to maintain compliance with the
                                    Securities Act.

                           (iii)    Unrestricted Definitive Notes to
         Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
         Notes may transfer such Notes to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Note. Upon receipt of a request
         to register such a transfer, the Registrar shall register the
         Unrestricted Definitive Notes pursuant to the instructions from the
         Holder thereof.

                  (f)      Exchange Offer. Upon the occurrence of an Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not "affiliates" (as defined in Rule 144) of the Company,
and accepted for exchange in an Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in an Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

                  (g)      Legends. The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                           (i)      Private Placement Legend.

                                    (A)      Except as permitted by subparagraph
                  (B) below, each Global Note (other than an Unrestricted Global
                  Note) and each Definitive Note

                                       34


                  (and all Notes issued in exchange therefor or substitution
                  thereof) shall bear the Private Placement Legend.

                                    (B)      Notwithstanding the foregoing, any
                  Global Note or Definitive Note issued pursuant to
                  subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
                  (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes
                  issued in exchange therefor or substitution thereof) shall not
                  bear the Private Placement Legend.

                           (ii)     Global Note Legend. Each Global Note shall
         bear the Global Note Legend.

                  (h)      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.

                  (i)      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 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, 3.08
         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.

                                       35


                           (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.

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 obligation of the Company.

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 protected purchaser.

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

                                       36


                  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 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

                                       37


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.

                                   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
35 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. If the Company is required to make the redemption pursuant to
Section 3.08, it shall furnish the Trustee, at least one but not more than 10
Business Days before a redemption date, an Officers' Certificate setting forth
(i) the redemption date and (ii) 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 deems 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

                                       38


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 Sections 3.08, 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:

                           (i)      the redemption date;

                           (ii)     the redemption price;

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

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

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

                           (vi)     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;

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

                           (viii)   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 that the Company
shall have delivered to the Trustee, at least 35 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.

                                       39


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.

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, 2005. Thereafter, the
Notes will be subject to redemption at the option of the Company, in whole, or
from time to time 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:



  Year                                                                   Percentage
  ----                                                                   ----------
                                                                      
2005................................................................        102.000%
2006................................................................        101.000%
2007................................................................        100.000%


                                       40



                  Notwithstanding the foregoing, at any time prior to October 1,
2005, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 100.000% of the principal
amount thereof plus a premium equal to the interest rate per annum on the Notes
applicable on the date on which the notice of redemption is given pursuant to
Section 3.03 hereof, payable in each case on the redemption date, together with
accrued and unpaid interest to such redemption date, with the net cash proceeds
of any capital contributions or 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 of the originally issued principal amount of the Notes
remains 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. 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 or this Section 3.08 exceeds $100.0
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 Restricted Subsidiary is required under the terms of Indebtedness
of the Company or such Restricted Subsidiary which is ranked equally with the
Notes to make an offer to purchase such other Indebtedness 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

                                       41



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:

                           (i)      that the Excess Proceeds Offer is being made
         pursuant to this Section 3.08 and the length of time the Excess
         Proceeds Offer shall remain open;

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

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

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

                           (v)      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;

                           (vi)     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;

                           (vii)    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

                           (viii)   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 3.08. 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

                                       42



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 3.08, any
purchase pursuant to this Section 3.08 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 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.

                                       43



                  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.

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 on 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 required to file reports on
Form 10-Q and 10-K, 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 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 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 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,

                                       44



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 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 (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 by 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:

                           (i)      in accordance with the scheduled mandatory
         redemption, sinking fund or repayment provisions set forth in the
         original documentation governing such Indebtedness and

                           (ii)     the purchase, repurchase or other
         acquisition of subordinated Indebtedness with a stated maturity earlier
         than the maturity of the Notes or the Guarantees purchased in
         anticipation of satisfying a payment of principal at the stated
         maturity thereof, within one year of such stated maturity;

                                       45



                  (d)      declare or pay any dividend or make any distribution
on account of any Equity Interests of any Restricted Subsidiary, other than:

                           (i)      to the Company or any Wholly Owned
         Restricted Subsidiary; or

                           (ii)     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 (ii), 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
         December 28, 2001, is less than the sum of:

                                    (A)      the difference of

                                              (x)      the 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 January 1, 2002 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 4.16 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

                                       46



                  Disqualified Stock) of the Company (other than Equity
                  Interests sold to any Subsidiary of the Company), since
                  December 28, 2001; 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 exceed the amount of the Investments
                  made by the Company or any Restricted Subsidiary in any such
                  Unrestricted Subsidiary since December 28, 2001; 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 since December 28, 2001 to the extent not included
                  in cumulative Consolidated Cash Flow of the Company; 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 December 28, 2001 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 amount 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 or distribution 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 $500
         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

                                       47



         proceeds from the sale, conveyance or other disposition of any such
         Investment; provided, however, that the foregoing amount 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);

                  (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) $100 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, redemption, repurchase or other
         acquisition or retirement for value of employee stock options to
         purchase Capital Stock of EchoStar, or Capital Stock of EchoStar issued
         pursuant to any management equity plan, stock option plan or other
         management or employee benefit plan or agreement, in an aggregate
         amount not to exceed $25 million in any calendar year;

                  (6)      a Permitted Refinancing;

                  (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 December 28, 2001; 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 that the foregoing amount 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 4.16
         of this Indenture;

                  (8)      Investments in any Restricted Subsidiary which is not
         a Wholly Owned Restricted Subsidiary, but which is a Guarantor and
         Investments in the form of intercompany debt with any direct or
         indirect parent company or any Wholly Owned Subsidiary of such direct
         or indirect parent company provided that such debt is incurred in the
         ordinary course of business and is used in a business described in
         Section 4.16 of this Indenture;

                  (9)      Investments in businesses strategically related to
         businesses described in Section 4.16 of this Indenture in an aggregate
         amount not to exceed $250 million;

                                       48



                  (10)     cash dividends or distributions to EchoStar to the
         extent required for the purchase of odd-lots of Equity Interests of
         EchoStar, in an aggregate amount not to exceed $15 million in any
         calendar year;

                  (11)     the making of any Restricted Payment (including the
         receipt of any Investment) permitted under or resulting from any
         transaction permitted under Section 4.19 of this Indenture; provided
         that all conditions to any such Restricted Payment set forth in such
         Section 4.19 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 and Investments entered into in connection with an
         acquisition of assets used in or constituting a business permitted
         under Section 4.16 of this Indenture as a result of "earn-outs" or
         other deferred payments or similar obligations;

                  (13)     any Restricted Payment permitted under another 2003
         Indenture or any of the EDBS Notes Indentures;

                  (14)     Investments which are used to pay for the
         construction, launch, operation or insurance of satellites owned or
         leased by the Company or any Subsidiaries of the Company in an amount
         not to exceed $500 million;

                  (15)     Investments in a foreign direct-to-home satellite
         provider in an amount not to exceed $200 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;

                  (16)     the redemption, repurchase, defeasance or other
         acquisition or retirement for value of subordinated Indebtedness,
         including premium, if any, and accrued and unpaid interest, with the
         proceeds of, or in exchange for: (a) the proceeds of a capital
         contribution or a substantially concurrent offering of, shares of
         Capital Stock of the Company (or options, warrants or other rights to
         acquire such Capital Stock), or (b) Indebtedness that is at least as
         subordinated in right of payment to the Notes, including premium, if
         any, and accrued and unpaid interest, as the Indebtedness being
         redeemed, repurchased, defeased, acquired or retired and with a final
         maturity equal to or greater 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
         redeemed, repurchased, defeased, acquired or retired;

                  (17)     repurchases of Equity Interests deemed to occur upon
         (a) the exercise of stock options, warrants or convertible securities
         issued as compensation if such Equity Interests represent a portion of
         the exercise price thereof and (b) the withholding of a portion of the
         Equity Interests granted or awarded to an employee to pay taxes
         associated therewith (or a dividend or distribution to finance such a
         deemed repurchase by EchoStar);

                                       49



                  (18)     amounts paid by the Company to EchoStar or any other
         person with which the Company is included in a consolidated tax return
         equal to the amount of federal, state and local income taxes payable in
         respect of the income of the Company and its Subsidiaries, including
         without limitation, any payments made in accordance with tax allocation
         agreements between the Company and its Affiliates in effect from time
         to time; and

                  (19)     the making of a Restricted Payment so long as 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 Company's Indebtedness to Cash Flow Ratio would
         not exceed 3.5 to 1.

                  Restricted Payments made pursuant to clauses (1), (2), (4),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (2), (7) or (16) were included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (10) or (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 other 2003 Indentures and in the EDBS Notes Indenture),
shall be included as Restricted Payments in any computation made pursuant to
clause (iii) of the first paragraph of this Section 4.07.

                  Restricted Payments made pursuant to clauses (3), (5), (6),
(7), (16) (but only to the extent that net proceeds received by the Company as
set forth in such clause (7) or (16) were not included in the computations made
in clause (iii)(B) of the first paragraph of this Section 4.07), (8), (9), (11),
(12), (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 another 2003 Indenture or in an EDBS Notes
Indenture), (14), (15), (17), (18) or (19) 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 months preceding the date
of the request was 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.

                                       50



SECTION 4.08. Limitations on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary 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 the Company's
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 the Issue Date;

                           (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;

                           (vi)     any of the 2003 Indentures or any of the
         Notes, the 6 3/8% Notes or the 5 3/4% Notes;

                           (vii)    Permitted Liens; or

                           (viii)   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

                                       51



         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. Limitation on 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 (including, in the case of an acquisition, merger or other
business combination giving pro forma effect to such transaction), either (a)
the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 8.0
to 1 or (b) the aggregate amount of Indebtedness of the Company and the
Guarantors would not exceed $1,500 per Subscriber.

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

                  (1)      Indebtedness in an aggregate principal amount of $2.5
         billion represented by any of the Notes, the Guarantees thereof, the
         6 3/8% Notes and the Guarantees (as defined in the 6 3/8% Notes
         Indenture), the 5 3/4% Notes and the Guarantees (as defined in the 5
         3/4% Notes Indenture), and the 2003 Indentures;

                  (2)      the incurrence by the Company or any Guarantor of
         Acquired Subscriber Debt not to exceed $1,750 per Acquired Subscriber
         (less any amount used to incur Indebtedness pursuant to clause (b) of
         the immediately preceding paragraph);

                  (3)      the incurrence by the Company or any Guarantor of
         Deferred Payments and letters of credit with respect thereto;

                  (4)      Indebtedness of the Company or any Guarantor in an
         aggregate principal amount not to exceed $1,050,000,000 at any one time
         outstanding;

                  (5)      Indebtedness between and among the Company and any
         Guarantor;

                  (6)      Acquired Debt of a Person incurred prior to the date
         upon which such Person was acquired by the Company 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) $250
         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;

                  (7)      Existing Indebtedness;

                  (8)      the incurrence of Purchase Money Indebtedness by the
         Company or any Guarantor in an amount not to exceed the cost of
         construction, acquisition or

                                       52



         improvement of assets used in any business permitted under Section 4.16
         of this Indenture, as well as any launch costs and insurance premiums
         related to such assets;

                  (9)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred in the
         ordinary course of business and not for speculative purposes, it being
         understood that Hedging Obligations covering the principal amount of
         Indebtedness entered into in order to protect the Company or any of its
         Restricted Subsidiaries from fluctuation in interest rates on
         Indebtedness are deemed to be incurred in the ordinary course of
         business;

                  (10)     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 4.16 of this Indenture;

                  (11)     Indebtedness of the Company 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 or any refinancing thereof; provided that the
         aggregate of all Indebtedness incurred pursuant to this clause (11)
         shall in no event exceed $100 million at any one time outstanding;

                  (12)     the incurrence by the Company or any Guarantor of
         Indebtedness issued in exchange for, or the proceeds of which are used
         to extend, refinance, renew, replace, substitute or refund in whole or
         in part Indebtedness referred to in the first paragraph of this Section
         4.09 or in clauses (1), (2), (3), (6), (7) or (8) 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, substituted 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, substituted or refunded (a
         "Permitted Refinancing");

                  (13)     the guarantee by the Company 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;

                                       53



                  (14)     Indebtedness under Capital Lease Obligations of the
         Company or any Guarantor with respect to no more than five direct
         broadcast satellites at any time; and

                  (15)     Indebtedness of the Company or any Restricted
         Subsidiary owed to (including obligations in respect of letters of
         credit for the benefit of) any Person in connection with workers'
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance provided by such Person to
         the Company or such Restricted Subsidiary pursuant to reimbursement or
         indemnification obligations to such Person, in each case incurred in
         the ordinary course of business and consistent with industry practices.

                  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 (1) through (15) 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 (1) through (15) 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-leaseback transaction), other than:

                  (1)      sales or other dispositions of inventory in the
         ordinary course of business;

                  (2)      sales or other dispositions to the Company or a
         Wholly Owned Restricted Subsidiary of the Company by the Company or any
         Restricted Subsidiary;

                  (3)      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;

                  (4)      sales or other dispositions of rights to construct or
         launch satellites; and

                  (5)      sales or other dispositions permitted under Section
         4.19 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); or

                  (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 4.19 of
this Indenture);

                                       54



in either case, which assets or Equity Interests: (1) have a fair market value
in excess of $100 million (as determined in good faith by the Board of Directors
evidenced by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee); or (2) are sold or otherwise disposed of
for net proceeds in excess of $100 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 evidenced by a resolution of the Board of
         Directors 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, as the case may be) 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 180 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 (including
                  Capital Stock of an entity owning such property or assets so
                  long as the receipt of such Capital Stock otherwise complies
                  with Section 4.07 (other than clause (12) of the second
                  paragraph thereof) to be used by the Company or any of its
                  Restricted Subsidiaries in a business permitted under Section
                  4.16 of this Indenture;

provided, however, that up to $100 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), so long as the provisions of the next
paragraph are complied with as 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 are 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: 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, a business permitted under Section 4.16 of this
Indenture, to repurchase Notes, 6 3/8% Notes, 5 3/4% Notes or EDBS

                                       55



Notes, to prepay, repay or purchase other senior Indebtedness or, if the Company
sells any of its satellites after launch such that the Company or its Restricted
Subsidiaries own fewer than three in-orbit satellites, only to purchase a
replacement satellite. 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 3.08 of this Indenture.

                  Clause (B) of the second preceding paragraph shall not apply
to all or such portion of the consideration:

                  (1)      as is properly designated by the Company in
         connection with an Asset Sale as being subject to this paragraph; and

                  (2)      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 another 2003 Indenture or any of
         the EDBS Notes Indentures plus, to the extent any such consideration
         did not satisfy clause (B)(x) or (B)(z) above, upon the exchange or
         repayment of such consideration for or with assets which satisfy either
         or both such clauses, an amount equal to the fair market value of such
         consideration (evidenced by a resolution of the Board of Directors 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 any of its Restricted Subsidiaries 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 the assets sold are satellites, uplink centers
         or call centers; provided that, in the case of this clause (z), the
         Company and its Restricted Subsidiaries continue to own at least three
         satellites, one uplink center and one call center.

                  (c)      Transactions described under clause (xii) of Section
4.11 of this Indenture shall not be subject to the requirements of this Section
4.10.

                                       56



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 or their
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or guarantee with, 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 $200 million, such Affiliate Transaction has
         either (i) been approved by a majority of the disinterested members of
         the Board of Directors or (ii) if there are no disinterested members of
         the Board of Directors, the Company or such Restricted Subsidiary has
         obtained the favorable opinion of an independent expert as to the
         fairness of such Affiliate Transaction to the Company or the relevant
         Restricted Subsidiary, as the case may be, from a financial point of
         view, 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 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 reasonable fees, compensation
         or employee benefit arrangements to, and any indemnity provided for the
         benefit of, directors, officers, consultants or employees of EchoStar
         and its Subsidiaries in the ordinary course of business and consistent
         with industry practice;

                           (ii)     transactions between or among the Company
         and its Wholly Owned Subsidiaries (other than Unrestricted
         Subsidiaries);

                           (iii)    any issuance of securities, or other
         payments, awards or grants in cash, securities or otherwise pursuant
         to, or the funding of employment arrangements, stock options and stock
         ownership plans approved by the Board of Directors;

                           (iv)     transactions in the ordinary course of
         business, including loans, expense allowances, reimbursements or
         extensions of credit (including indemnity arrangements) between the
         Company or any of its Restricted Subsidiaries on the one hand, and any
         employee of the Company or any of its Restricted Subsidiaries, on the
         other hand;

                           (v)      the granting and performance of registration
         rights for shares of Capital Stock of the Company under a written
         registration rights agreement approved by a majority of the members of
         the Board of Directors that are disinterested with respect to these
         transactions;

                                       57



                           (vi)     transactions with Affiliates solely in their
         capacity as holders of Indebtedness or Capital Stock of the Company or
         any of its Subsidiaries, so long as a significant amount of
         Indebtedness or Capital Stock of the same class is also held by persons
         that are not Affiliates of the Company and these Affiliates are treated
         no more favorably than holders of the Indebtedness or the Capital Stock
         generally;

                           (vii)    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;

                           (viii)   Restricted Payments that are permitted by
         Section 4.07 of this Indenture;

                           (ix)     any transactions pursuant to agreements in
         effect on the date of this Indenture and any modifications, extensions
         or renewals thereof that are no less favorable to the Company or the
         applicable Restricted Subsidiary than such agreement as in effect on
         the date of such Indenture;

                           (x)      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;

                           (xi)     the provision of services to EchoStar and
         its Affiliates by the Company or any of its Restricted Subsidiaries so
         long as no cash or other assets are transferred by the Company or its
         Restricted Subsidiaries in connection with such transactions (other
         than up to $100 million in cash in any fiscal year and other than
         nonmaterial assets used in the operations of the business in the
         ordinary course pursuant to the agreement governing the provision of
         the services), and so long as such transaction or agreement is
         determined by a majority of the members of the Board of Directors to be
         fair to the Company and its Restricted Subsidiaries when taken together
         with all other such transactions and agreements entered into with
         EchoStar and its Affiliates;

                           (xii)    the disposition of assets of the Company and
         its Restricted Subsidiaries in exchange for assets of EchoStar and its
         Affiliates so long as (i) the value to the Company in its business of
         the assets the Company receives is determined by a majority of the
         members of the Board of Directors to be substantially equivalent or
         greater than the value to the Company in its business of the assets
         disposed of, and (ii) the assets acquired by the Company and its
         Restricted Subsidiaries constitute properties and capital assets
         (including Capital Stock of an entity owning such property or assets so
         long as the receipt of such Capital Stock otherwise complies with
         Section 4.07 of this Indenture (other than clause (12) of the second
         paragraph thereof)) to be used by the Company or any of its Restricted
         Subsidiaries in a business permitted as described under Section 4.16 of
         this Indenture;

                                       58



                           (xiii)   sales of Equity Interests (other than
         Disqualified Stock) to Affiliates of the Company; and

                           (xiv)    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 any Guarantor transfers or causes to be
transferred, in one transaction 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 evidenced by a resolution of the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee no later than
five Business Days following January 1 and July 1 of each year or ten days
following a request from the Trustee, which Officers' Certificate shall cover
the six months preceding January 1, July 1 or the date of request, as the case
may be) exceeding the sum of $100 million in the aggregate for all such
transfers after the Issue Date (fair market value being determined as of the
time of such acquisition) to Restricted Subsidiaries that are not Guarantors,
the Company shall, or shall cause each of such Subsidiaries to which any amount
exceeding such $100 million (less such fair market value) is transferred to:

                           (i)      execute and deliver to the Trustee a
         supplemental indenture to this 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
evidenced by a resolution of the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee no later than five Business Days
following January

                                       59



1 and July 1 of each year or ten days following a request from the Trustee,
which Officers' Certificate shall cover the six months preceding January 1, July
1 or the date of request, as the case may be) 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 an
Unrestricted Subsidiary, such Subsidiary shall execute a supplemental indenture
to this Indenture and deliver an opinion of counsel, 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 and set forth in an Officers' Certificate delivered to the Trustee no
later than five Business Days following January 1 and July 1 of each year or ten
days following a request from the Trustee, which certificate shall cover the six
months preceding such January 1, July 1 or the date of request, as the case may
be) of all such Restricted Subsidiaries created, acquired or designated since
the Issue Date (fair market value being determined as of the time of creation,
acquisition or designation) does not exceed the sum of $100 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 such 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 proviso set
forth at the end 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 Sections 4.10 and 4.19, 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 4.19, the rights (charter and statutory), licenses
and 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 of 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 (the "Change of Control Payment"). Within 15
days following any Change of Control, the Company shall mail a notice to each
Holder stating:

                                       60



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

SECTION 4.16. Limitation on 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.

                                       61



SECTION 4.17. Intentionally Omitted.

SECTION 4.18. 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 the Issue Date (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

                                       62



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 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;

                           (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;

                                       63



                           (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 this clause (h)(ii), the
         order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 4.19. Dispositions of ETC and Non-Core Assets.

                  Notwithstanding the provisions of 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 Equity Interests in or assets of ETC owned by
the Company and its Subsidiaries, then:

                  (1)      the payment of any dividend or distribution
         consisting of Equity Interests in 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
         in 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;

                  (2)      the sale, conveyance or other disposition of the
         Equity Interests in 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)      upon delivery of an Officers' Certificate to the
         Trustee evidencing satisfaction of the conditions to such release and a
         written request to the Trustee requesting such release, ETC shall be
         discharged and released from its Guarantee and, so long as 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, sale, conveyance or other disposition
(collectively, a "Payout") described in clauses (1) or (2) above shall be
permitted if at the time of such Payout:

                                       64



                  (a)      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:

                           (i)      the amount of all Investments (other than
         the contribution of:

                                    (x)      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

                                    (y)      patents, trademarks and copyrights
                           applied for or granted as of the date of this
                           Indenture to the extent used by ETC or resulting from
                           the business of ETC, in each case, to ETC);

                           made in ETC by the Company or its Restricted
                           Subsidiaries since the date of this Indenture (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

                           (ii)     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

                           (iii)    $100 million; and

                  (b)      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 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 Restricted
Subsidiaries with an unrelated Person, all as evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, within ten Business Days of a request by the Trustee certifying that
each such contract, agreement, understanding, loan, advance and guarantee has
been approved by a majority of the members of the Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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 and was not paid by
another

                                       65



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 the provisions of Section 4.07 and Section
4.10 of this Indenture:

                  (1)      the payment of any dividend or distribution
         consisting 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 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;

                  (2)      the sale, conveyance or other disposition of the
         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 an Asset Sale; and

                  (3)      upon delivery of an Officers' Certificate to the
         Trustee evidencing satisfaction of the conditions to such release and a
         written request to the Trustee requesting such release, any such
         Non-Core Asset that is a Guarantor shall be discharged and released
         from its Guarantee and, so long as 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:

                  (a)      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:

                           (i)      the amount of all Investments made in such
         Non-Core Asset by the Company or its Restricted Subsidiaries since the
         Issue Date (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

                           (ii)     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

                           (iii)    $100 million in the aggregate for all such
         Payouts and $25 million for any single such Payout; and

                  (b)      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

                                       66



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 as 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 Board of Directors.

                  If at the time of such Payout, the condition set forth in
clause (a) 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 4.19 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.

                  Promptly after any Payout pursuant to the terms of this
Section 4.19, 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 4.19 have been satisfied in connection with the making of such Payout.

                  Notwithstanding anything contained in this Section 4.19 to the
contrary, any disposition of ETC or Non-Core Assets permitted pursuant to the
EDBS 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 4.20. 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.

SECTION 4.21. Termination or Suspension of Certain Covenants Under Certain
              Conditions.

                  If, on any date following the Issue Date, the Notes receive an
Investment Grade rating from both Rating Agencies and no Default or Event of
Default has occurred and is

                                       67



continuing (a "Fall Away Event") then, beginning on that date and continuing at
all times thereafter regardless of any subsequent changes in the rating of the
Notes, the provisions of the Indenture contained in Sections 3.08, 4.07, 4.09,
4.10, 4.11, 4.15, 4.18 and 4.19 and clause (d) of Section 5.01 (collectively,
the "Fall Away Covenants") will no longer be applicable to the Notes.

                  In addition to the foregoing, during any period of time in
which the Notes have an Investment Grade rating from one of the Rating Agencies
and no Default or Event of Default has occurred and is continuing, then the Fall
Away Covenants will not apply to the Notes.

                  Upon the termination or suspension of the Fall Away Covenants
under either of the two foregoing paragraphs, the amount of Excess Proceeds for
purposes of Section 3.08 of this Indenture shall be set at zero.

                                   ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation, or Sale of Assets of the Company.

                  The Company shall 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 under this Indenture and
the Notes pursuant to a supplemental indenture to this Indenture in form
reasonably satisfactory to the Trustee;

                  (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 will have been made

                           (i)      will 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

                                       68



                           (ii)     would, at the time of such transaction after
         giving pro forma effect thereto as if such transaction had 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 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
(determined on a pro forma basis), the Company's Indebtedness to Cash Flow Ratio
either (i) does not exceed 8.0:1 or (ii) 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 or Section 4.15;

                                       69



                  (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 then outstanding
of the Notes to comply with any of its other agreements in this 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 and 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 $200 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 and 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 $200 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 $200 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 $100 million, which judgments are not stayed within 60 days after their
entry;

                  (i)      EchoStar, the Company 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;

                  (j)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against EchoStar, the
Company or any Significant Subsidiary of the Company in an involuntary case;
(ii) appoints a custodian of EchoStar, the Company or any Significant Subsidiary
of the Company or for all or substantially all of the property of EchoStar, the
Company or any Significant Subsidiary of the Company; or (iii) orders the
liquidation of EchoStar or any Significant Subsidiary of the Company, and the
order or decree remains unstayed and in effect for 60 consecutive days; and

                                       70



                  (k)      any Guarantee 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.

SECTION 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (i) or (j) 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.
Notwithstanding the foregoing, in the case of an Event of Default specified in
clause (i) or (j) of Section 6.01 with respect to the Company or any Guarantor,
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 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.

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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.

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

                                       72



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:

                  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;

                                       73



                  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 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.

                                       74



                  (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 7.01.

                  (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 Holder 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.

                  (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.

                                       75



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

                  (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 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 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

                                       76



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.

                  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.

                                       77



                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(i) or (j) 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.

                  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.

                                       78

                  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.

                                   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

                                       79



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 2.03, 2.04, 2.05, 2.06, 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.

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 3.08, 4.03, 4.04, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19 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). 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) and Section
6.01(k) 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

                                       80



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 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 Issue Date, 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 acceptable 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(i) or 6.01(j) 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

                                       81



of the Company or with the intent of defeating, hindering, delaying or
defrauding any of the other creditors of the Company or others; and

                  (g)      The Company shall have delivered to the Trustee an
Officers' Certificate stating that all conditions precedent provided for or
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 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

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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.

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 Guarantees;

                  (c)      to provide for the assumption of the Company's or the
Guarantors' obligations to the Holders of the Notes in the case of a merger or
consolidation pursuant to Article 5 or Article 10;

                  (d)      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 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 a resolution of the board of directors
of each Guarantor and upon receipt by the Trustee of the documents described in
Section 11.04, the Trustee shall join with the Company and the Guarantors 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

                                       83



obligated to enter into such amended or supplemental indenture which affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes or the Guarantees or any amended or
supplemental indenture with the written consent of the Holders 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 3.08, 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):

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

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

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

                  (d)      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);

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

                  (f)      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;

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

                  (h)      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 a resolution of the board of directors
of each Guarantor, 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,

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the Trustee shall join with the Company and the Guarantors 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.

                  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.

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                  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 immunities of the Trustee.
Neither the Company nor any Guarantor may 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

                                       86



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 to 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 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.

                  The Guarantors hereby agree as among themselves that each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a pro rata contribution from each other Guarantor hereunder based on
the net assets of each other Guarantor. The preceding sentence shall in no way
affect the rights of the Holders of Notes to the benefits of this Indenture, the
Notes or the Guarantees.

                  Nothing 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 contained 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

                                       87



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. Merger, Consolidation or Sale of Assets of Guarantors.

                  Subject to Section 10.05, a Guarantor may not, and the Company
will not cause or permit any Guarantor to, 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:

                  (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 under this
Indenture and the Notes pursuant to a supplemental indenture to this Indenture
in form reasonably satisfactory to the Trustee; and

                  (c)      immediately after such transaction no Default or
Event of Default exists.

                  Nothing contained in this Indenture shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor that is a Wholly Owned Restricted Subsidiary of 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
Wholly Owned Restricted Subsidiary of the Company. 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 another
Guarantor that is a Restricted Subsidiary of 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. Successor Corporation Substituted.

                  Upon any consolidation, merger, sale or conveyance described
in clauses (a) through (d) of Section 10.04, 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

                                       88



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.

SECTION 10.05. Releases from Guarantees.

                  If pursuant to any direct or indirect 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 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 a Guarantor) shall be released and relieved of its
obligations under its Guarantee or Section 10.03 and Section 10.04, 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
obligations under its Guarantee or Section 10.03 and Section 10.04, 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 4.20 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, any Guarantor 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 or any Guarantor:

                                       89



                           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:

                           Sullivan & Cromwell LLP
                           1870 Embarcadero Road
                           Palo Alto, California 94303
                           Telecopier No.: (650) 461-5600
                           Attention: Scott D. Miller, Esq.

                  If to the Trustee:

                           U.S. Bank National Association
                           60 Livingston Avenue
                           Saint Paul, Minnesota 55107
                           Telecopier No: (651) 495-8097
                           Attention: Corporate Trust Administration

                  The Company, any Guarantor 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

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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

                  (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
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, the Guarantors or any of their Affiliates, as such, shall have any
liability for any obligations of the Company, the Guarantors or any of their
Affiliates under the Notes, the Guarantees or this

                                       91



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 a 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.

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 and the Guarantors in this
Indenture and the Notes and the Guarantees shall bind the successors of the
Company and the Guarantors, respectively. 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]

                                       92



                  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: -s- David K. Moskowitz
                                   ---------------------------------------------
                                     Name:
                                     Title:

                               U.S. BANK NATIONAL ASSOCIATION, as Trustee

                               By: -s- Richard Prokosch
                                   ---------------------------------------------
                                      Name:  Richard Prokosch
                                      Title: Vice President

                               ECHOSTAR SATELLITE CORPORATION
                               ECHOSTAR TECHNOLOGIES CORPORATION
                               ECHO ACCEPTANCE CORPORATION
                               ECHOSPHERE CORPORATION
                               DISH NETWORK SERVICE CORPORATION
                               ECHOSTAR INTERNATIONAL CORPORATION
                               as Guarantors

                               By: -s- David K. Moskowitz
                                   ---------------------------------------------
                                      Name:
                                      Title:

                                      S-1



                                                                       EXHIBIT A

                                 [Face of Note]

                       Floating Rate Senior Note due 2008

Cert. No.
CUSIP No. [     ]

EchoStar DBS Corporation promises to pay to __________________ or its registered
assigns the principal sum of _____________________ Dollars on October 1, 2008

Interest Payment Dates: January 1, April 1, July 1 and October 1, commencing
January 1, 2004

Record Dates: December 15, March 15, June 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:

                                      A-1



                                 (Back of Note)

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

                  (1)      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
the Applicable Eurodollar Rate (as defined in the Indenture) and will be payable
quarterly in arrears in cash on each January 1, April 1, July 1 and October 1,
commencing January 1, 2004, 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 December 15,
March 15, June 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
or, if no interest has been paid, from the date of issuance. 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. In addition, Holders may be entitled to the
benefits of certain provisions of the Registration Rights Agreement.

                  (2)      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 of America 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.

                  (3)      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.

                  (4)      Indenture. The Company issued the Notes under an
Indenture, dated as of October 2, 2003 (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.

                                      A-2



                  (5)      Optional Redemption. Except as provided in the next
paragraph, the Notes will not be redeemable at the Company's option prior to
October 1, 2005. Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole, or from time to time 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:



  Year                                                                    Percentage
- --------                                                                  ----------
                                                                       
2005................................................................       102.000%
2006................................................................       101.000%
2007................................................................       100.000%


Notwithstanding the foregoing, at any time prior to October 1, 2005, the Company
may redeem up to 35% of the aggregate principal amount of the Notes outstanding
at a redemption price equal to 100.000% of the principal amount thereof plus a
premium equal to the interest rate per annum on the Notes applicable on the date
on which the notice of redemption is given pursuant to Section 3.03 of the
Indenture, payable in each case on the redemption date, together with accrued
and unpaid interest to such redemption date, with the net cash proceeds of any
capital contributions or 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 of the originally issued principal amount of the Notes remains
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.

                  (6)      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.

                  When the cumulative amount of Excess Proceeds that have not
been applied in accordance with Section 4.10 (Asset Sales) or Section 3.08
(Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds
$100.0 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 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 ranked
equally with the Notes to make an offer to purchase such other Indebtedness with
any proceeds which constitute Excess Proceeds under the Indenture, the

                                      A-3



Company shall make a pro rata offer to the holders of all other pari passu
Indebtedness (including the Notes) with such proceeds. To the extent that the
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 an
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.

                  (7)      Notice of Redemption. Notice of redemption shall be
mailed at least 30 days but not more than 60 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.

                  (8)      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.

                  (9)      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.

                  (10)     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 3.08 (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

                                      A-4



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 or mandatory redemption 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 or Guarantees in addition to or in place of
certificated Notes or Guarantees; to provide for the assumption of the Company's
or any Guarantor'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.

                  (11)     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 4.11
         (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 and any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company and any of its Restricted Subsidiaries), which default is
         caused by a failure to pay when due principal or interest on such
         Indebtedness

                                      A-5



         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 $200 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 and 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 $200 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 $200 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 $100 million, which judgments are not stayed
         within 60 days after their entry;

                  (i)      EchoStar, the Company 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;

                  (j)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against
         EchoStar, the Company or any Significant Subsidiary of the Company in
         an involuntary case; (ii) appoints a custodian of EchoStar, the Company
         or any Significant Subsidiary of the Company or for all or
         substantially all of the property of EchoStar, the Company or any
         Significant Subsidiary of the Company; or (iii) orders the liquidation
         of EchoStar or any Significant Subsidiary of the Company, and the order
         or decree remains unstayed and in effect for 60 consecutive days; and

                  (k)      any Guarantee 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.

                  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

                                      A-6



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.

                  (12)     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.

                  (13)     No Personal Liabilities 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 or 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.

                  (14)     Guarantees. 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.

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

                                      A-7



                  (16)     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).

                  (17)     CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security 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.

                                      A-8



                  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.

                                      A-9



                                 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.

                                      A-10



                  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 3.08 or Section 4.15 of the
Indenture check the appropriate box:

                  [  ]  Section 3.08              [  ] Section 4.15

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 3.08 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.

                                      A-11



                          [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:



                                                 PRINCIPAL
                                 AMOUNT OF        AMOUNT
               AMOUNT OF         INCREASE      OF THIS GLOBAL      SIGNATURE OF
              DECREASE IN        PRINCIPAL         NOTE             AUTHORIZED
               PRINCIPAL          AMOUNT       FOLLOWING SUCH        OFFICER
 DATE OF       AMOUNT OF       OF THE GLOBAL    DECREASE (OR       OF TRUSTEE OR
EXCHANGE    THIS GLOBAL NOTE       NOTE          INCREASE)        NOTE CUSTODIAN
- --------    ----------------   -------------   --------------     --------------
                                                      


                                      A-12



                                                                       EXHIBIT B

                                FORM OF 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:
                                       Title:

                                      B-1



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107

                  Re: Floating Rate Senior Notes due 2008

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  ________________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $____ in such Note[s] or interests (the "Transfer"), to
__________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

                                              [CHECK ALL THAT APPLY]

1.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
                  TO RULE 144A. The Transfer is being effected pursuant to and
                  in accordance with Rule 144A under the United States
                  Securities Act of 1933, as amended (the "Securities Act"),
                  and, accordingly, the Transferor hereby further certifies that
                  the beneficial interest or Definitive Note is being
                  transferred to a Person that the Transferor reasonably
                  believed and believes is purchasing the beneficial interest or
                  Definitive Note for its own account, or for one or more
                  accounts with respect to which such Person exercises sole
                  investment discretion, and such Person and each such account
                  is a "qualified institutional buyer" within the meaning of
                  Rule 144A in a transaction meeting the requirements of Rule
                  144A and such Transfer is in compliance with any applicable
                  blue sky securities laws of any state of the United States.
                  Upon consummation of the proposed Transfer in accordance with
                  the terms of the Indenture, the transferred beneficial
                  interest or Definitive Note will be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the 144A Global Note and/or the Definitive
                  Note and in the Indenture and the Securities Act.

2.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
                  PURSUANT TO REGULATION S. The Transfer is being effected
                  pursuant to and in accordance with Rule 903 or Rule 904 under
                  the Securities Act

                                      C-1



                  and, accordingly, the Transferor hereby further certifies that
                  (i) the Transfer is not being made to a Person in the United
                  States and (x) at the time the buy order was originated, the
                  Transferee was outside the United States or such Transferor
                  and any Person acting on its behalf reasonably believed and
                  believes that the Transferee was outside the United States or
                  (y) the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither such Transferor nor any Person acting on its behalf
                  knows that the transaction was prearranged with a buyer in the
                  United States, (ii) no directed selling efforts have been made
                  in contravention of the requirements of Rule 903(b) or Rule
                  904(b) of Regulation S under the Securities Act, (iii) the
                  transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act and (iv) if
                  the proposed transfer is being made prior to the expiration of
                  the Restricted Period, the transfer is not being made to a
                  U.S. Person or for the account or benefit of a U.S. Person
                  (other than an Initial Purchaser). Upon consummation of the
                  proposed transfer in accordance with the terms of the
                  Indenture, the transferred beneficial interest or Definitive
                  Note will be subject to the restrictions on Transfer
                  enumerated in the Private Placement Legend printed on the
                  Regulation S Global Note and/or the Definitive Note and in the
                  Indenture and the Securities Act.

3.       [ ]      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
                  BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY
                  PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
                  REGULATION S. The Transfer is being effected in compliance
                  with the transfer restrictions applicable to beneficial
                  interests in Restricted Global Notes and Restricted Definitive
                  Notes and pursuant to and in accordance with the Securities
                  Act and any applicable blue sky securities laws of any state
                  of the United States, and accordingly the Transferor hereby
                  further certifies that (check one):

                  (a)  [ ] such Transfer is being effected pursuant to and
                           in accordance with Rule 144 under the Securities Act;
                           or

                  (b)  [ ] or such Transfer is being effected to the Company or
                           a subsidiary thereof;

                           or

                  (c)  [ ] such Transfer is being effected pursuant
                           to an effective registration statement under the
                           Securities Act and in compliance with the prospectus
                           delivery requirements of the Securities Act.

4.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                  INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
                  DEFINITIVE NOTE.

                  (a)  [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
                           The Transfer is being effected pursuant to and in
                           accordance with Rule 144 under the Securities Act and
                           in compliance with the transfe

                                      C-2



                           restrictions contained in the Indenture and any
                           applicable blue sky securities laws of any state of
                           the United States and (ii) the restrictions on
                           transfer contained in the Indenture and the Private
                           Placement Legend are not required in order to
                           maintain compliance with the Securities Act. Upon
                           consummation of the proposed Transfer in accordance
                           with the terms of the Indenture, the transferred
                           beneficial interest or Definitive Note will no longer
                           be subject to the restrictions on transfer enumerated
                           in the Private Placement Legend printed on the
                           Restricted Global Notes, on Restricted Definitive
                           Notes and in the Indenture.

                  (b)  [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
                           (i) The Transfer is being effected pursuant to and in
                           accordance with Rule 903 or Rule 904 under the
                           Securities Act and in compliance with the transfer
                           restrictions contained in the Indenture and any
                           applicable blue sky securities laws of any state of
                           the United States and (ii) the restrictions on
                           transfer contained in the Indenture and the Private
                           Placement Legend are not required in order to
                           maintain compliance with the Securities Act. Upon
                           consummation of the proposed Transfer in accordance
                           with the terms of the Indenture, the transferred
                           beneficial interest or Definitive Note will no longer
                           be subject to the restrictions on transfer enumerated
                           in the Private Placement Legend printed on the
                           Restricted Global Notes, on Restricted Definitive
                           Notes and in the Indenture.

                  (c)  [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
                           (i) The Transfer is being effected pursuant to and in
                           compliance with an exemption from the registration
                           requirements of the Securities Act other than Rule
                           144, Rule 903 or Rule 904 and in compliance with the
                           transfer restrictions contained in the Indenture and
                           any applicable blue sky securities laws of any State
                           of the United States and (ii) the restrictions on
                           transfer contained in the Indenture and the Private
                           Placement Legend are not required in order to
                           maintain compliance with the Securities Act. Upon
                           consummation of the proposed Transfer in accordance
                           with the terms of the Indenture, the transferred
                           beneficial interest or Definitive Note will not be
                           subject to the restrictions on transfer enumerated in
                           the Private Placement Legend printed on the
                           Restricted Global Notes or Restricted Definitive
                           Notes and in the Indenture.

                                      C-3



                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                   ___________________________________________
                                   [Insert Name of Transferor]

                                   By: _________________________________________
                                       Name:
                                       Title:

Dated:_________________

                                      C-4



                  ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      [ ]    a beneficial interest in the:

                  (i)    [ ]    144A Global Note (CUSIP ___________), or

                  (ii)   [ ]    Regulation S Global Note (CUSIP ___________), or

         (b)      [ ]    a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      [ ]    a beneficial interest in the:

                  (i)    [ ]    144A Global Note (CUSIP ___________), or

                  (ii)   [ ]    Regulation S Global Note (CUSIP ___________), or

                  (iii)  [ ]    Unrestricted Global Note (CUSIP ___________), or

         (b)      [ ]    a Restricted Definitive Note; or

         (c)      [ ]    an Unrestricted Definitive Note, in accordance with the
                         terms of the Indenture.

                                      C-5



                                                                       EXHIBIT D

                         FORM OF CERTIFICATE OF EXCHANGE

EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107

                     Re: Floating Rate Senior Notes due 2008

                               (CUSIP ___________)

                  Reference is hereby made to the Indenture, dated as of October
2, 2003 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  _______________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

                  1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in

                                      D-1



compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (c)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner's Exchange of a Restricted Definitive Note for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.

                  2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] _ 144A Global Note, _ Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's

                                      D-2



own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                      __________________________________________
                                      [Insert Name of Transferor]

                                      By: ______________________________________
                                          Name:
                                          Title:

Dated:_________________

                                      D-3

         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of October 2, 2003, by and among EchoStar DBS Corporation, a
Colorado corporation (the "COMPANY"), the Guarantors named in the Purchase
Agreement (as defined below) (the "GUARANTORS"), and Banc of America Securities
LLC and Credit Suisse First Boston LLC (each, a "PURCHASER" and, collectively,
the "PURCHASERS"), whom have agreed to purchase $1,000,000,000 aggregate
principal amount of 5-3/4% Senior Notes due 2008 of the Company (the "2008
NOTES"), $1,000,000,000 aggregate principal amount of 6-3/8% Senior Notes due
2011 of the Company (the "2011 NOTES") and $500,000,000 aggregate principal
amount of Floating Rate Senior Notes due 2008 of the Company (the "LIBOR
NOTES"), pursuant to the Purchase Agreement. The series of the 2008 Notes, the
series of the 2011 Notes and the series of the LIBOR Notes are collectively
referred to herein as, the "NOTES").

         This Agreement is made pursuant to the Purchase Agreement, dated as of
September 18, 2003 (the "PURCHASE AGREEMENT"), among the Company, the Guarantors
and the Purchasers. In order to induce the Purchasers to purchase the Notes, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Purchasers under the Purchase Agreement. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
them in the three Indentures, dated as of October 2, 2003, among the Company,
the Guarantors and U.S. Bank National Association, as Trustee, relating to the
three separate series of Notes (each, an "INDENTURE" and, collectively, the
"INDENTURES").

         The parties hereby agree as follows:

SECTION 1. DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACT: The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CLOSING DATE: The date hereof.

         COMMISSION: The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer related to any series of Notes shall be
deemed "Consummated" for purposes of this Agreement upon the occurrence of (i)
the filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to that series of Exchange Notes to be issued in the Exchange
Offer, (ii) the maintenance of such Exchange Offer continuously effective and
the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company
to the Registrar under the Indenture of that series, Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Notes of that
series that were tendered by Holders thereof pursuant to the Exchange Offer.



         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

         EXCHANGE NOTES: The Company's 5-3/4% Senior Notes due 2008, 6-3/8%
Senior Notes due 2011 and Floating Rate Senior Notes due 2008, in each case
guaranteed by the Guarantors to the same extent as the Notes, to be issued
pursuant to the Indentures: (i) in the Exchange Offers or (ii) as contemplated
by Section 6 hereof.

         EXCHANGE OFFERS: The exchange and issuance by the Company of a
principal amount of Exchange Notes of each series (which shall be registered,
pursuant to the Exchange Offer Registration Statement) equal to the outstanding
principal amount of Notes of each series that are tendered by such Holders in
connection with such exchange and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: A Registration Statement
relating to any of the Exchange Offers, including the related Prospectus, which
may be in the form of a single Registration Statement.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS: As defined in Section 2 hereof.

         NASD: National Association of Securities Dealers, Inc.

         PROSPECTUS: The prospectus included in a Registration Statement at the
same time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT: As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, that is filed pursuant to the
provisions of this Agreement, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

         REGULATION S: Regulation S promulgated under the Act.

         RULE 144: Rule 144 promulgated under the Act.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(d) hereof.

                                       2


         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each Note, until the earliest to occur
of (a) the date on which such Note is exchanged in an Exchange Offer for an
Exchange Note which is entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Act, (b) the
date on which such Note has been disposed of in accordance with a Shelf
Registration Statement, (c) the date on which such Note may be distributed to
the public pursuant to Rule 144(k) under the Act or (d) each Exchange Note until
the date on which such Exchange Note is disposed of by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).

         UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

SECTION 2. HOLDERS

         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

         (a)      Unless an Exchange Offer with respect to any series of Notes
shall not be permitted by applicable law or Commission policy (after the
procedures set forth in Section 6(a) below have been complied with), the Company
shall with respect to each other series of Notes: (i) cause an Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 180 days after the Closing
Date (such 180th day being the "FILING DEADLINE"), (ii) use its reasonable best
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 270 days after the
Closing Date (such 270th day being the "EFFECTIVENESS Deadline"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act, and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offers,
and (iv) upon the effectiveness of such Exchange Offer Registration Statement,
use its reasonable best efforts to commence and Consummate the Exchange Offers
such that the Exchange Offers are Consummated not later than the 315th day after
the Closing Date. The Exchange Offers shall be on the appropriate form
permitting (i) registration of the Exchange Notes to be offered in exchange for
the Notes that are Transfer Restricted Securities and (ii) resales of Exchange
Notes by Broker-Dealers that tendered the Exchange Notes that such Broker-Dealer
acquired for its own account as a result of market making activities or other
trading activities (other than Notes acquired directly from the Company or any
of its Affiliates) as contemplated by Section 3(c) below.

                                       3


         (b)      The Company shall use its reasonable best efforts to cause an
Exchange Offer Registration Statement with respect to each series of Exchange
Notes (which may be in the form of a single Registration Statement) to be
effective continuously and shall keep the Exchange Offers open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offers; provided, however, that in no
event shall such period be less than 20 business days. The Company shall cause
the Exchange Offers to comply with all applicable federal and state securities
laws. No securities other than Exchange Notes shall be included in any Exchange
Offer Registration Statement. The Company shall use its reasonable best efforts
to cause the Exchange Offers to be Consummated not later than the 315th day
after the Closing Date (such 315th day being the "CONSUMMATION DEADLINE").

         (c)      The Company shall include a "Plan of Distribution" section in
the Prospectus contained in each Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted Securities
that were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offers. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with any initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offers, the Company shall
permit the use of the prospectus contained in each Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such Prospectus delivery requirement.
To the extent necessary to ensure that the prospectus contained in each Exchange
Offer Registration Statement is available for sales of Exchange Notes by
Brokers-Dealers, the Company shall use its reasonable best efforts to keep each
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections
6(a) and 6(c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of one year from the date on which each Exchange
Offer is Consummated or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold
pursuant thereto. The Company shall provide sufficient copies of the latest
version of such Prospectus to such Broker-Dealers, promptly upon request, and in
no event later than one day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

         (a)      Shelf Registration. If (i) any Exchange Offer is not permitted
by applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section

                                       4


6(a) below) or (ii) if any Holder of Transfer Restricted Securities shall notify
the Company within 20 business days following the date on which any Exchange
Offer is Consummated that (A) such Holder was prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B) such Holder
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and that the Prospectus contained in such
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) that such Holder is a Broker-Dealer and holds
Notes acquired directly from the Company or any of its Affiliates, then the
Company shall:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT"),
         relating to all Transfer Restricted Securities of such series of Notes,
         on or prior to the later of (1) 30 days after the date on which the
         Company determines that an Exchange Offer Registration Statement with
         respect to that series of Notes cannot be filed as a result of clause
         (a)(i) above, (2) 30 days after the date on which the Company receives
         notice specified in clause (a)(ii) above, and (3) the 120th day after
         the Closing Date (such later date, the "FILING DEADLINE"); and

                  (y) shall use its reasonable best efforts to cause such Shelf
         Registration Statement to become effective on or prior to the 180th
         day, after the Filing Deadline (such 180th day, the "EFFECTIVENESS
         DEADLINE"). To the extent necessary to ensure that the Shelf
         Registration Statement is available for sales of Transfer Restricted
         Securities of such series of Notes by the Holders thereof entitled to
         the benefit of this Section 4(a) and other securities required to be
         registered therein pursuant to Section 6(b)(ii) hereof, the Company
         shall use its reasonable best efforts to keep such Shelf Registration
         Statement required by this Section 4(a) continuously effective,
         supplemented, amended and current as required by and subject to the
         provisions of Sections 6(b) and (c) hereof and in conformity with the
         requirements of this Agreement, the Act and the policies, rules and
         regulations of the Commission as announced from time to time, for a
         period of at least two years (as extended pursuant to Section 6(d)
         hereof) following the Closing Date or such shorter period as will
         terminate where all Transfer Restricted Securities covered by such
         Shelf Registration Statement have been sold pursuant thereto.

         (b)      Provision by Holders of Certain Information in connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, (i)
the information specified in Item 507 or 508 of Regulation S-K, as applicable,
of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein and (ii) the undertaking
specified in Section 8(b) hereof. No Holder of Transfer Restricted Securities
shall be entitled to liquidated damages pursuant to Section 5 hereof unless and
until such Holder shall have used its reasonable best efforts to provide all
such information. Each Selling Holder agrees to furnish promptly to the Company
all information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.

                                       5


SECTION 5. LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) any
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter (and before the second anniversary of
the initial sale) cease to be effective or fail to be usable in connection with
resales of the Transfer Restricted Securities without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself immediately declared effective, and only
for such time of non-effectiveness or non-usability (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company hereby
agrees to pay (and the Guarantors agree to guarantee such payments) liquidated
damages to each Holder of Transfer Restricted Securities affected thereby for
the first 90-day period immediately following the occurrence of such
Registration Default, in an amount equal to $0.05 per week per $1,000 in
principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues. The amount of
the liquidated damages shall increase by an additional $0.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, the
Transfer Restricted Securities become freely tradable without registration under
the Act or no Transfer Restricted Securities are outstanding, up to a maximum
amount of liquidated damages of $0.30 per week per $1,000 in principal amount of
Transfer Restricted Securities; provided that the Company shall in no event be
required to pay liquidated damages with respect to any one series of Notes for
more than one Registration Default at any given time. All accrued liquidated
damages shall be paid to the Holders entitled thereto, in the manner provided
for the payment of interest, on each Interest Payment Date, as more fully set
forth in the Indentures and the Notes. Notwithstanding anything to the contrary
set forth herein, (1) upon filing of an Exchange Offer Registration Statement
with respect to the affected series of Transfer Restricted Securities (and/or,
if applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of an Exchange Offer Registration Statement with respect
to the affected series of Transfer Restricted Securities (and/or, if applicable,
the Shelf Registration Statement), in the case of (ii) above, (3) upon
Consummation of an Exchange Offer with respect to the affected series of
Transfer Restricted Securities, in the case of (iii) above, or (4) upon the
filing of a post-effective amendment to a Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement with respect to the affected series of Transfer Restricted Securities
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the affected series of Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Company to pay liquidated damages with respect to securities shall survive
until such time as such obligations with respect to such securities shall have
been satisfied in full.

                                       6


SECTION 6. REGISTRATION PROCEDURES

         (a)      Exchange Offer Registration Statement. In connection with the
Exchange Offers, the Company shall (x) comply with all of the provisions of
Section 6(c) below, (y) use its reasonable best efforts to effect such exchange
and to permit the resale of Exchange Notes by Broker-Dealers that tendered in
the Exchange Offers, Notes that such Broker-Dealer acquired for its own account
as a result of its market making activities as other trading activities (other
than Notes acquired directly from the Company or any of its Affiliates) being
sold in accordance with the intended method or methods of distribution thereof,
and (z) comply with all of the following provisions:

                  (i)      If, following the date hereof there has been
         announced a change in Commission policy with respect to exchange offers
         such as the Exchange Offers, that in the reasonable opinion of counsel
         to the Company raises a substantial question as to whether any Exchange
         Offer is permitted by applicable federal law, the Company hereby agrees
         to seek a no-action letter or other favorable decision from the
         Commission allowing the Company to Consummate such Exchange Offer for
         such Transfer Restricted Securities. The Company agrees to pursue the
         issuance of such a decision to the Commission staff level. In
         connection with the foregoing, the Company agrees, to take all such
         other actions as may be requested by the Commission or otherwise
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Company setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

                  (ii)     As a condition to its participation in the Exchange
         Offers, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker-Dealer) shall furnish,
         upon the request of the Company, prior to the Consummation of the
         applicable Exchange Offer, a written representation to the Company
         (which may be contained in the letter of transmittal contemplated by
         the related Exchange Offer Registration Statement) to the effect that
         (A) it is not an Affiliate of the Company, (B) it is not engaged in,
         and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         applicable series of Exchange Notes to be issued in the Exchange Offer
         and (C) it is acquiring the Exchange Notes of the applicable series in
         its ordinary course of business. Each Holder using an Exchange Offer to
         participate in a distribution of the Exchange Notes shall acknowledge
         and agree that, if the resales are of Exchange Notes obtained by such
         Holder in exchange for Notes acquired by such Holder directly from the
         Company or an Affiliate thereof, it (1) could not, under Commission
         policy as in effect on the date of this Agreement rely on the position
         of the Commission enunciated in Morgan Stanley and Co., Inc. (available
         June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
         1988), as interpreted in the Commission's letter to Shearman & Sterling
         dated July 2, 1993, and similar no-action letters (including, if
         applicable, any no-action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Act in connection with a secondary resale
         transaction and that such a

                                       7


         secondary resale transaction should be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

                  (iii)    Prior to effectiveness of each Exchange Offer
         Registration Statement, the Company shall provide a supplemental letter
         to the Commission (A) stating that the Company is registering the
         related Exchange Offer in reliance on the position of the Commission
         enunciated in Exxon Capital Holdings Corporation (available May 13,
         1988), Morgan Stanley and Co., Inc. (available June 5, 1991), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and, if applicable, any no-action letter obtained
         pursuant to clause (i) above, (B) including a representation that
         neither the Company nor any Guarantor has entered into any arrangement
         or understanding with any Person to distribute the Exchange Notes to be
         received in the Exchange Offers and that, to the best of the Company's
         information and belief, each Holder participating in the Exchange
         Offers is acquiring the Exchange Notes in its ordinary course of
         business and has no arrangement or understanding with any Person to
         participate in the distribution of the Exchange Notes received in the
         Exchange Offers and (C) any other undertaking or representation
         required by the Commission as set forth in any no-action letter
         obtained pursuant to clause (i) above, if applicable.

         (b)      Shelf Registration Statement. In connection with each Shelf
Registration Statement, the Company shall: (i) comply with all the provisions of
Section 6(c) below and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company will prepare and file with the
Commission, a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof and (ii) issue, upon the request of any
Holder or purchaser of Notes covered by any Shelf Registration Statement
contemplated by this Agreement, Exchange Notes having an aggregate principal
amount equal to the aggregate principal amount of Notes sold pursuant to the
Shelf Registration Statement and surrendered to the Company for cancellation;
the Company shall register Exchange Notes on the Shelf Registration Statement
for this purpose and issue the Exchange Notes to the purchasers of securities
subject to the Shelf Registration Statement in the names as such purchasers
shall designate.

         (c)      General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Company
shall:

                  (i)      use its reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective

                                       8


         and usable for resale of Transfer Restricted Securities during the
         period required by this Agreement, the Company shall file promptly an
         appropriate amendment to such Registration Statement, curing such
         defect, and if Commission review is required, use its reasonable best
         efforts to cause such amendment to be declared effective as soon as
         practicable;

                  (ii)     prepare and file with the Commission such amendments
         and post-effective amendments to the Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with the applicable provisions of
         Rules 424 and 430A under the Act in a timely manner; and comply with
         the provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii)    advise the underwriters, if any, and each selling
         Holder promptly and, if requested by such Holder, confirm such advice
         in writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of any Registration Statement under the Act or of the
         suspension by any state securities commission of the qualification of
         the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, and (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in any Registration Statement, any Prospectus, any amendment or
         supplement thereto, or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         any Registration Statement or any Prospectus in order to make the
         statements therein not misleading, or that requires the making of any
         additions to or changes in any Prospectus in order to make the
         statements therein in the light of the circumstances under which they
         were made, not misleading. If at any time the Commission shall issue
         any stop order suspending the effectiveness of any Registration
         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest possible time;

                  (iv)     furnish to each selling Holder and each of the
         underwriters, if any, in connection with such exchange or sale, if any,
         before filing with the Commission, copies of any Registration Statement
         or any Prospectus included therein or any amendments or supplements to
         any such Registration Statement or Prospectus (including all documents
         incorporated by reference after the initial filing of such Registration
         Statement), which

                                       9


         documents will be subject to the review and comment of such Holders and
         underwriter(s), if any, in connection with such sale, if any, for a
         period of at least five business days, and the Company will not file
         any such Registration Statement or Prospectus or any amendment or
         supplement to any such Registration Statement or Prospectus (including
         all such documents incorporated by reference) to which such Holders or
         the underwriters, if any, shall reasonably object within five business
         days after the receipt thereof. A Holder or underwriter, if any, shall
         be deemed to have reasonably objected to such filing if such
         Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omits to state any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

                  (v)      promptly prior to the filing of any document that is
         to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each selling Holder and
         to the underwriters, if any, in connection with such exchange or sale,
         if any, make the Company's representatives available for discussion of
         such document and other customary due diligence matters, and include
         such information in such document prior to the filing thereof as such
         Holders or underwriters, if any, reasonably may request;

                  (vi)     make available, at reasonable times, for inspection
         by each selling Holder, any underwriter, if any, participating in any
         disposition pursuant to such Registration Statement, and any attorney
         or accountant retained by such Holders or any of the underwriters, all
         financial and other records, pertinent corporate documents and
         properties of the Company and cause the Company's officers, directors
         and employees to supply all information reasonably requested by any
         such Holder, underwriter, attorney or accountant in connection with
         such Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (vii)    if requested by any Holders or the underwriters, if
         any, in connection with such exchange or sale, promptly include in any
         Registration Statement or Prospectus, pursuant to a supplement or
         post-effective amendment if necessary, such information as such Holders
         and underwriters, if any, may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities; and make
         all required filings of such Prospectus supplement or post-effective
         amendment as soon as practicable after the Company is notified of the
         matters to be included in such Prospectus supplement or post-effective
         amendment;

                  (viii)   cause the Transfer Restricted Securities covered by
         each Registration Statement to be rated with the appropriate rating
         agencies, if so requested by the Holders of a majority in aggregate
         principal amount of Notes covered thereby or the underwriters, if any;

                  (ix)     furnish to each selling Holder (and upon request, any
         Holder) and each of the underwriter(s), if any, in connection with such
         exchange or sale, without charge, at least one copy of each
         Registration Statement, as first filed with the Commission, and of

                                       10


         each amendment thereto, including all documents incorporated by
         reference therein and all exhibits (including exhibits incorporated
         therein by reference);

                  (x)      deliver to each Holder and each of the underwriters,
         if any, without charge, as many copies of each Prospectus (including
         each preliminary prospectus) and any amendment or supplement thereto as
         such Persons reasonably may request; the Company hereby consents to the
         use (in accordance with applicable law) of the Prospectus and any
         amendment or supplement thereto by each selling Holder and each
         underwriter, if any, in connection with the offering and the sale of
         the Transfer Restricted Securities covered by each Prospectus or any
         amendment or supplement thereto;

                  (xi)     upon the request of any selling Holder, enter into
         such agreements (including underwriting agreements), and make, such
         representations and warranties, and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any Registration
         Statement contemplated by this Agreement, as may be requested by any
         Purchaser or by any selling Holder in connection with any sale or
         resale pursuant to any Registration Statement. In such connection, the
         Company shall:

                           (A)      upon request of any Holder, furnish to each
                  Purchaser, each selling Holder and each underwriter, if any,
                  in such substance and scope as they may request and as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings, upon the Consummation of the Exchange
                  Offers or upon, the effectiveness of each Shelf Registration
                  Statement, as the case may be:

                                    (1)      a certificate, dated such date
                  signed on behalf of the Company by (x) the President or any
                  Vice President and (y) a principal financial or accounting
                  officer of the Company, confirming, as of the date thereof,
                  the matters set forth in Sections 2(bb) of the Purchase
                  Agreement and confirming that the representations and
                  warranties of the Company contained in any such underwriting
                  agreement (which shall be of the same tenor as the
                  representations and warranties contained in the Purchase
                  Agreement, excluding Sections 2(a) (which shall reference the
                  related Registration Statement and Prospectus instead of the
                  Offering Memorandum), (cc), (dd), (ee), (ff), (gg) and (hh))
                  qualified as to materiality are true and correct, and those
                  not so qualified are true and correct in all material
                  respects, in each case, as of the date hereof, and confirming
                  such other matters as such parties may reasonably request;

                                    (2)      an opinion, dated the date of
                  Consummation of the Exchange Offers and the date of
                  effectiveness of each Shelf Registration Statement, as the
                  case may be, of counsel for the Company, covering the matters
                  similar to those set forth in Annex I and Annex II of the
                  Purchase Agreement and such other matters as such parties may
                  reasonably request, and in any event including a statement to
                  the effect that such counsel has participated in conferences
                  with officers and other representatives of the Company,
                  representatives of the independent public accountants for the
                  Company, the Purchasers' representatives and the Purchasers'
                  counsel in connection with the

                                       11


                  preparation of such Registration Statement and the related
                  Prospectus and have considered the matters required to be
                  stated therein and the statements contained therein, although
                  such counsel has not independently verified the accuracy,
                  completeness or fairness of such statements; and that such
                  counsel advises that, on the basis of the foregoing (relying
                  as to materiality to the extent such counsel deems appropriate
                  upon the statements of officers and other representatives of
                  the Company and without independent check or verification), no
                  facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time such Registration Statement or any post-effective
                  amendment thereto became effective, and, in the case of an
                  Exchange Offer Registration Statement, as of the date of
                  Consummation of the related Exchange Offer, contained an
                  untrue statement of a material fact or omitted to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, or that the
                  related Prospectus contained in such Registration Statement as
                  of its date and, in the case of the opinion dated the date of
                  Consummation of the related Exchange Offer, as of the date of
                  Consummation, contained an untrue statement of a material fact
                  or omitted to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading. Without limiting
                  the foregoing, such counsel may state further that such
                  counsel assumes no responsibility for, and has not
                  independently verified, the accuracy, completeness or fairness
                  of the financial statements, notes and schedules and other
                  financial data included in any Registration Statement
                  contemplated by this Agreement or the related Prospectus; and

                                    (3)      a customary comfort letter, dated
                  as of the date of Consummation of each Exchange Offer, or as
                  of the date of effectiveness of each Shelf Registration
                  Statement, as the case may be, from the Company's independent
                  accountants, in the customary form and covering matters of the
                  type customarily covered in comfort letters to underwriters in
                  connection with primary underwritten offerings, and affirming
                  the matters set forth in the comfort letters of KPMG delivered
                  pursuant to the Purchase Agreement, without exception; and

                           (B)      deliver such other documents and
                  certificates as may be reasonably requested by such parties to
                  evidence compliance with the matters covered in clause (A)
                  above and with any customary conditions contained in any
                  agreement or other agreement entered into by the Company
                  pursuant to this clause (xi), if any.

If at any time the representations and warranties of the Company contemplated in
clause (A)(1) above cease to be true and correct, the Company shall so advise
the Purchasers and the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;

                  (xii)    prior to any public offering of Transfer Restricted
         Securities, cooperate with, the selling Holders, the underwriters, if
         any, and their respective counsel in connection with the registration
         and qualification of the Transfer Restricted Securities

                                       12


         under the securities or Blue Sky laws of such jurisdictions as the
         selling Holders or underwriters may request and do any and all other
         acts or things necessary or advisable to enable the disposition in such
         jurisdictions of the Transfer Restricted Securities covered by the
         applicable Registration Statement; provided, however, that the Company
         shall not be required to register or qualify as a foreign corporation
         where it is not now so qualified or to take any action that would
         subject it to the service of process in suits or to taxation, other
         than as to matters and transactions relating to any Registration
         Statement, in any jurisdiction where it is not now so subject;

                  (xiii)   shall issue, upon the request of any Holder of Notes
         covered by each Shelf Registration Statement, Exchange Notes, having an
         aggregate principal amount equal to the aggregate principal amount of
         Notes surrendered to the Company by such Holder in exchange therefor or
         being sold by such Holder; such Exchange Notes to be registered in the
         name of such Holder or in the name of the purchaser(s) of such Notes or
         Exchange Notes, as the case may be; in return, the Notes held by such
         Holder shall be surrendered to the Company for cancellation;

                  (xiv)    in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders and the underwriters,
         if any, to facilitate the timely preparation and delivery of
         certificates representing Transfer Restricted Securities to be sold and
         not bearing any restrictive legends; and to register such Transfer
         Restricted Securities in such denominations and in such names as the
         selling Holders or the underwriters, if any, may request at least two
         business days prior to any such sale of Transfer Restricted Securities;

                  (xv)     use its reasonable best efforts to cause the
         disposition of the Transfer Restricted Securities covered by each
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof or the underwriters, if any, to consummate
         the disposition of such Transfer Restricted Securities, subject to the
         proviso contained in clause (xii) above;

                  (xvi)    subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to each
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, not misleading;

                  (xvii)   provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indentures with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depositary Trust Company;

                                       13


                  (xviii)  cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD, and use its reasonable best efforts
         to cause such Registration Statement to become effective and approved
         by such governmental agencies or authorities as may be necessary to
         enable the Holders selling Transfer Restricted Securities to consummate
         the disposition of such Transfer Restricted Securities;

                  (xix)    otherwise use its reasonable best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         Registration Statement, as soon as practicable, a consolidated earnings
         statement meeting the requirements of Rule 158 (which need not be
         audited) covering a twelve-month period, beginning after the effective
         date of the Registration Statement (as such term is defined in
         paragraph (c) of rule 158 under the Act);

                  (xx)     cause the Indentures to be qualified under the TIA
         not later than the effective date of the first Registration Statement
         required by this Agreement, and, in connection therewith, cooperate
         with the Trustee and the Holders to effect such changes to the
         Indentures as may be required for such Indenture to be so qualified in
         accordance with the terms of the TIA; and execute, and use its
         reasonable best efforts to cause the Trustee to execute, all documents
         that may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indentures to be so qualified in a timely manner;

                  (xxi)    cause all Transfer Restricted Securities covered by
         the Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Company are then listed if
         requested by the Holders of a majority in aggregate principal amount of
         Notes or the managing underwriters, if any; and

                  (xxii)   provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         (d)      Restrictions on Holders. Each Holder agrees by acquisition of
a Transfer Restricted Security that, upon receipt of the notice referenced to in
Section 6(c)(iii)(D) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses, or (ii) will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such

                                       14


Transfer Restricted Securities that was current at the time of receipt of such
Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of the
Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

         Subject to the compliance in all material respects by the Company and
the Guarantors with all of their respective obligations under this Agreement,
the Purchasers agree to pay (and, to the extent not paid by the Purchasers, to
reimburse the Company for) all out-of-pocket expenses reasonably incurred by the
Company and the Guarantors which are incident to the performance of their
obligations under this Agreement, regardless of whether a Registration Statement
becomes effective (unless due to the noncompliance of the Company and the
Guarantors of their obligations under this Agreement), up to a maximum of
$540,000, after which such expenses shall be borne by the Company and the
Guarantors, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Purchaser or Holder with the NASD
(and, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Exchange Notes to be issued in the Exchange Offers
and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company and the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing Exchange Notes on a national securities exchange
automated quotation system pursuant to the requirements hereof; (vi) all fees
and disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incidental to such performance); (vii) fees and expenses of the Trustee,
including fees and expenses of counsel and (viii) all travel related expenses
incurred by officers or employees of the Company incident to the performance of
the Company's or the Guarantors' obligations under this Agreement. The
Purchasers' obligations under this Section 7(a) shall be subject in each case to
the submission by the Company and the Guarantors to the Purchasers of invoices
and other documentation with respect to such costs and expenses. In no event
shall the Purchasers' obligations under Section this 7(a) limit their rights
under Section 8 hereof, whether by set-off or otherwise by the Company and the
Guarantors, and no liability of the Company and the Guarantors under Section 8
hereof shall be an obligation required to be paid or reimbursed by the
Purchasers pursuant to this Section 7(a).

         The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

SECTION 8. INDEMNIFICATION

         (a)      The Company and the Guarantors agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls such Holder
(within the meaning of Section 15

                                       15


of the Act or Section 20 of the Exchange Act) (any of the persons referred to in
this clause (ii) being hereinafter referred to as a "controlling person") and
(iii) the respective officers, directors, partners, employees, representatives
and agents of any Holder or any controlling person, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, any legal or other expenses incurred in
connection with, investigating, preparing, pursuing or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) directly or indirectly caused
by, related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto), provided by the Company to any Holder or any prospective
purchaser of Exchange Notes or registered Notes or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities, judgments, actions or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to such Holder furnished in
writing to the Company by such Holder.

         (b)      The Company may require, as a condition to including any
Transfer Restricted Securities held by any Holder in a Registration Statement,
that the Company shall have received an undertaking reasonably satisfactory to
it from such Holder that such Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
or the Guarantors, as the case may be, to the same extent as the foregoing
indemnity from the Company set forth in Section 8(a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement. In no
event shall any Holder, its directors, officers, or any person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the entire amount received by such Holder with respect to its sale of the
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

         (c)      In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such

                                       16


counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities, judgments and
expenses by reason of any settlement of any action (i) effected with its written
consent or (ii) effected without its written consent if the settlement is
entered into more than twenty business days after the indemnifying party shall
have received a request from the indemnified party for reimbursement for the
fees and expenses of counsel (in any case where such fees and expenses are at
the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

         (d)      To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party under Section 8(a) or Section
8(b) hereof in respect of any losses, claims, damages, liabilities, judgements
or expenses referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities, judgments or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, on the one hand, and the
Holders, on the other hand, from their sale of Transfer Restricted Securities or
(ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 8(d)(i) above but also the relative fault of the
Company, on the one hand, and of the Holder, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities, judgments or expenses, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state

                                       17


a material fact relates to information supplied by the Company, on the one hand,
or by such Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, judgments or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any such action
or claim including any action that could have given rise to such losses, claims,
damages, liabilities, judgments or expenses. Notwithstanding the provisions of
this Section 8, no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

                                       18


SECTION 11. SELECTION OF UNDERWRITERS

         The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided that such investment bankers and managers must be
reasonably satisfactory to the Company.

SECTION 12. MISCELLANEOUS

         (a)      Remedies. The Company and the Guarantors acknowledge and agree
that any failure by the Company to comply with its obligations under Sections 3
and 4 hereof may result in material irreparable injury to the Purchasers or
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company's obligations under Sections 3
and 4 hereof. The Company and the Guarantors further agree to waive the defense
in any action for specific performance that a remedy at law would be adequate.

         (b)      No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

         (c)      Adjustments Affecting the Notes or Exchange Notes. The Company
will not take any action, or permit any change to occur, with respect to the
Notes or the Exchange Notes that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.

         (d)      Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
Section 5 hereof and this Section 12(d)(i), the Company has obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

                                       19


         (e)      Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent they may deem such enforcement necessary
or advisable to protect its rights or the rights of Holders hereunder.

         (f)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i)      if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                  (ii)     if to the Company or the Guarantors:

                                            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:

                                            Sullivan & Cromwell LLP
                                            1870 Embarcadero Road
                                            Palo Alto, California 94303

                                            Telecopier No.: (650) 461-5600
                                            Attention: Scott D. Miller, Esq.

         All such notices and communications 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 receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         (g)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this

                                       20


Agreement and, if applicable, the Purchase Agreement, and such Person shall be
entitled to receive the benefits hereof.

         (h)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (i)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (j)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

         (k)      Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

         (l)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                                       21


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                            ECHOSTAR DBS CORPORATION

                            By: ________________________________________
                                Name:
                                Title:

                                       S-1


                            ECHOSTAR SATELLITE CORPORATION

                            ECHOSTAR TECHNOLOGIES CORPORATION

                            ECHO ACCEPTANCE CORPORATION

                            ECHOSPHERE CORPORATION

                            DISH NETWORK SERVICE CORPORATION

                            ECHOSTAR INTERNATIONAL CORPORATION

                            as Guarantors

                            By: ________________________________________
                                Name:
                                Title:

                            BANC OF AMERICA SECURITIES LLC
                            CREDIT SUISSE FIRST BOSTON LLC

                            By: BANC OF AMERICA SECURITIES LLC

                            By: ________________________________________
                                Name:
                                Title:

                                       S-2

                                                                     EXHIBIT 4.5

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED OR
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE OR SUCH SECURITIES
UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, EXCEPT IN A TRANSACTION
THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF SUCH ACT
OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER SUCH ACT.

                       ECHOSTAR COMMUNICATIONS CORPORATION

                                  $500,000,000

                 CONVERTIBLE SUBORDINATED NOTE DUE JULY 21, 2010



         ECHOSTAR COMMUNICATIONS CORPORATION, a Nevada corporation (the
"Company"), for value received, hereby promises to pay to SBC COMMUNICATIONS
INC., a Delaware corporation, or its successors and permitted assigns (the
"Holder"), the principal amount of FIVE HUNDRED MILLION DOLLARS ($500,000,000),
on July 21, 2010 (the "Maturity Date") and to pay interest thereon, from July
21, 2003 or the most recent interest payment date on which interest has been
paid to the Maturity Date, semiannually on June 30 and December 31 in each year
and on the Maturity Date, commencing December 31, 2003, at the rate of 3% per
annum. The Company will pay interest on any overdue principal and on any overdue
installments of interest (without regard to any applicable grace period) at a
rate of 10%, compounded semiannually.

         Payment of the principal amount of this Note, and interest thereon,
shall be made in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, by transfer to an account maintained by the Holder with a bank in the
United States of America. Terms not defined elsewhere herein are defined in
Section 9.

         This Note has been executed, issued and delivered pursuant to the
Investment Agreement, dated as of July 20, 2003 (the "Investment Agreement"),
between the Company and the Holder.

         1. Conversion. (a) The Holder shall be entitled at any time prior to
the Maturity Date (or, in the event this Note has been called for redemption or
the Holder has





exercised any of its rights pursuant to Section 3 below, then (only in respect
of the principal amount to be redeemed or repurchased) until and including, but
(unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the second
Business Day next preceding the Redemption Date or the date of the Repurchase
Notice, as the case may be) to convert this Note as a whole, or from time to
time in part (in any principal amount that is an integral multiple of
$50,000,000 or, if less, the aggregate principal amount outstanding), into newly
issued, fully paid and nonassessable shares of Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), of the Company at the conversion
price per share of Class A Common Stock issuable upon such conversion (each such
share, a "Conversion Share" and such price per share, the "Conversion Price") in
effect on the applicable Satisfaction Date (as herein defined), by delivering to
the Company a written notice of its election to convert this Note (a "Conversion
Notice"), specifying the principal amount to be converted. The Conversion Price
on the date of the Investment Agreement was $72.82 (the "Initial Conversion
Price"), and the Conversion Price in effect on the applicable Satisfaction Date
shall be the Initial Conversion Price as it shall have been adjusted from time
to time pursuant to Section 1(g).

         (b) In connection with any conversion:

             (i) The Company shall (A) if requested by the Holder, file or cause
         to be filed, on or prior to the twentieth day following the date of the
         Conversion Notice, or as soon thereafter as may be reasonably
         practicable, with the United States Federal Trade Commission and the
         Antitrust Division of the United States Department of Justice, all
         reports and other documents required to be filed by it under the
         Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
         the rules and regulations thereunder (the "HSR Act") concerning the
         acquisition of securities pursuant to such conversion, (B) promptly
         comply with or cause to be complied with any requests by the United
         States Federal Trade Commission or the Antitrust Division of the United
         States Department of Justice for additional information, so that the
         waiting period applicable to the acquisition of securities pursuant to
         such conversion under the HSR Act shall expire as soon as reasonably
         practicable, and (C) if requested by the Holder, request early
         termination of such waiting period. Nothing in this Section 1(b)(i)
         shall be deemed to require the Company to (A) waive any rights or agree
         to any limitation on its operations or to dispose of any securities or
         assets or collection of securities or assets, or (B) incur any material
         out-of-pocket costs other than attorneys' fees and disbursements, it
         being understood that all HSR Act filing fees shall be paid by the
         Holder.

             (ii) Promptly following its receipt of the Conversion Notice and
         from time to time thereafter, the Company shall take or cause to be
         taken all reasonable actions, and shall do or cause to be done, and
         shall assist and cooperate with the Holder in doing, all things
         reasonably necessary to effect the conversion in the most expeditious
         manner practicable, including attempting to obtain all necessary



                                       2



         actions or non-actions, waivers, consents and approvals from
         Governmental Authorities and the making of any necessary registrations
         and filings (including filings with Governmental Authorities, if any)
         and the taking of all reasonable steps as may be necessary to obtain an
         approval or waiver from, or to avoid any action or proceeding by, any
         Governmental Authority. Nothing in this Section 1(b)(ii) shall be
         deemed to require the Company to (A) waive any rights or agree to any
         limitation on its operations or to dispose of any securities or assets
         or collection of securities or assets, or (B) incur any material
         out-of-pocket costs other than attorneys' fees and disbursements and
         any filing fees required to be paid by the Company by applicable law.

             (iii) Prior to the issuance and delivery of the Conversion Shares,
         the Company shall (A) effect and/or maintain such registrations with
         Governmental Authorities, and obtain such approvals by Governmental
         Authorities, as may be necessary under any United States federal or
         state law (including the Securities Act of 1933, as amended (the
         "Securities Act"), the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") and state securities and "blue sky" laws), in each case
         to the extent necessary, and only to the extent necessary, for the
         Conversion Shares to be lawfully issued and delivered as provided
         herein and listed or qualified for quotation as contemplated by clause
         (B) of this subsection 1(b)(iii), and (B) cause the Conversion Shares
         to be qualified for quotation, subject to notice of issuance, on the
         Nasdaq Stock Market or such other inter-dealer quotation system, if
         any, on which the Class A Common Stock is then quoted or cause the
         Conversion Shares to be listed, subject to notice of issuance, on each
         national securities exchange on which the Class A Common Stock is
         listed or traded at the time of such delivery, in each case to the
         extent permitted by the rules of the Nasdaq Stock Market or such
         securities exchange, as the case may be.

             (iv) It shall be a condition precedent to the effectiveness of such
         conversion that (A) any waiting period applicable thereto under the HSR
         Act shall have elapsed or been terminated, and (B) any authorization,
         consent, order and approval of, or declaration or filing with, and any
         other waiting period imposed by, any Governmental Authority in
         connection therewith shall have been received or filed or shall have
         elapsed or been terminated, as the case may be. Not later than the
         second Business Day following the satisfaction of the foregoing
         conditions precedent (or, if no waiting period is applicable to the
         conversion under the HSR Act and no authorization, consent, order,
         approval, declaration, filing or other waiting period is required or
         imposed, then the third Business Day following the date of the
         Conversion Notice) (such second or third Business Day, as the case may
         be, the "Satisfaction Date"), the Company shall deliver to the Holder,
         upon the surrender of this Note, a certificate or certificates
         representing the Conversion Shares, registered in the name of the
         Holder or its designee and containing such legends as the Company and
         the Holder shall agree, and a replacement note identical to this Note
         but having a principal amount equal to the


                                       3



         principal amount not theretofore converted, redeemed or repurchased (if
         any). Any conversion shall be deemed to have been made as of the
         applicable Satisfaction Date, and the Holder shall be treated for all
         purposes as the record holder of the Conversion Shares as of such
         Satisfaction Date.

         (c) The Company will not issue fractional Conversion Shares upon
conversion of this Note. In lieu thereof, the Company will pay an amount in cash
based upon the Daily Market Price per share of the Class A Common Stock on the
trading day prior to the Satisfaction Date or, at its option, shall round up to
the next higher whole share.

         (d) The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Class A Common Stock,
for the purpose of effecting the conversion of this Note, the maximum number of
shares of Class A Common Stock then issuable upon the conversion of this Note.

         (e) Except as provided in the next sentence, the Company shall pay any
and all transfer taxes, stamp taxes and similar taxes and duties that may be
payable in respect of the issue or delivery of Conversion Shares on conversion
of this Note. The Company shall not, however, be required to pay any tax or duty
which may be payable in respect of any transfer involved in the issue and
delivery of Conversion Shares in a name other than that of the Holder, and no
such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Company the amount of any such tax or duty, or has
established to the satisfaction of the Company that such tax or duty has been
paid.

         (f) The Company agrees that all shares of Class A Common Stock which
may be delivered upon conversion of this Note, upon such delivery, shall have
been duly authorized and validly issued and shall be fully paid and
nonassessable (and shall be issued out of the Company's authorized but unissued
Class A Common Stock) .

         (g) The Conversion Price in effect on the date of any Conversion Notice
shall reflect any and all adjustments to the Initial Conversion Price effected
on or following the date of the Investment Agreement and on or prior to the
applicable Satisfaction Date, in accordance with the following provisions:

             (i) In case the Company shall (1) pay a dividend in shares of Class
         A Common Stock to all holders of Class A Common Stock, (2) make a
         distribution in shares of Class A Common Stock to all holders of Class
         A Common Stock, (3) subdivide its outstanding shares of Class A Common
         Stock into a greater number of shares of Class A Common Stock or (4)
         combine its outstanding shares of Class A Common Stock into a smaller
         number of shares of Class A Common Stock, the Conversion Price in
         effect immediately prior to such action shall be adjusted so that the
         Holder shall upon the conversion of this Note be entitled to receive
         the number of shares of Class A Common Stock which the Holder would
         have owned immediately following such action had the Note been
         converted immediately prior thereto. Any adjustment made pursuant to
         this


                                       4



         subsection 1(g)(i) shall become effective immediately after the record
         date in the case of a dividend or distribution and shall become
         effective immediately after the effective date in the case of a
         subdivision or combination.

             (ii) In case the Company shall issue rights or warrants to all or
         substantially all holders of Class A Common Stock entitling them (for a
         period commencing no earlier than the record date for the determination
         of holders of Class A Common Stock entitled to receive such rights or
         warrants and expiring not more than 45 days after such record date) to
         subscribe for or purchase shares of Class A Common Stock (or securities
         convertible into Class A Common Stock) at a price per share less than
         the current market price (as determined pursuant to subsection
         1(g)(vi)) of the Class A Common Stock on such record date, the
         Conversion Price shall be adjusted so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to such record date by a fraction of which the
         numerator shall be the number of shares of Class A Common Stock
         outstanding on such record date, plus the number of shares of Class A
         Common Stock which the aggregate offering price of the offered shares
         of Class A Common Stock (or the aggregate conversion price of the
         convertible securities so offered) would purchase at such current
         market price, and of which the denominator shall be the number of
         shares of Class A Common Stock outstanding on such record date plus the
         number of additional shares of Class A Common Stock offered (or into
         which the convertible securities so offered are convertible). Such
         adjustment shall become effective immediately after such record date.

             (iii) In case the Company shall distribute to all or substantially
         all holders of Class A Common Stock shares of Capital Stock of the
         Company other than Class A Common Stock, evidences of Indebtedness or
         other assets (other than cash dividends out of current or retained
         earnings), or shall distribute to all or substantially all holders of
         Class A Common Stock, rights or warrants to subscribe for securities
         (other than those referred to in subsection 1(g)(ii)), then in each
         such case the Conversion Price shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to the date of such distribution by a fraction
         of which the numerator shall be the current market price (determined as
         provided in subsection 1(g)(vi)) of the Class A Common Stock on the
         record date mentioned below less the then fair market value (as
         determined by the Board of Directors or a duly authorized committee
         thereof, whose determination shall be conclusive evidence of such fair
         market value and described in a Board Resolution) of the portion of
         shares of Capital Stock, evidences of Indebtedness or other assets so
         distributed in respect of, or of such rights or warrants applicable to,
         one share of Class A Common Stock, and of which the denominator shall
         be such current market price of the Class A Common Stock. Such
         adjustment shall become effective immediately after the record date for
         the determination of the holders of Class A Common Stock entitled to
         receive such distribution. Notwithstanding the foregoing, in the



                                       5



         event that the Company shall distribute rights or warrants (other than
         those referred to in subsection 1(g)(ii)) ("Rights") pro rata to
         holders of Class A Common Stock, the Company may, in lieu of making any
         adjustment pursuant to this subsection 1(g)(iii), make proper provision
         so that if the applicable Satisfaction Date occurs after the record
         date for such distribution and prior to the expiration or redemption of
         the Rights the Holder shall be entitled to receive upon such
         conversion, in addition to the Conversion Shares, a number of Rights to
         be determined as follows: (i) if the Satisfaction Date occurs on or
         prior to the date for the distribution to the holders of Rights of
         separate certificates evidencing such Rights (the "Distribution Date"),
         the same number of Rights to which a holder of a number of shares of
         Class A Common Stock equal to the number of Conversion Shares is
         entitled at the Satisfaction Date in accordance with the terms and
         provisions of and applicable to the Rights; and (ii) if the
         Satisfaction Date occurs after the Distribution Date, the same number
         of Rights to which a holder of the number of shares of Class A Common
         Stock into which the principal amount of the Note so converted was
         convertible immediately prior to the Distribution Date would have been
         entitled on the Distribution Date in accordance with the terms and
         provisions of and applicable to the Rights.

             (iv) In case the Company shall, by dividend or otherwise, at any
         time distribute to all or substantially all holders of its Class A
         Common Stock cash (including any distributions of cash out of current
         or retained earnings of the Company but excluding any cash that is
         distributed as part of a distribution requiring a Conversion Price
         adjustment pursuant to subsection 1(g)(iii)) in an aggregate amount
         that, together with the sum of (x) the aggregate amount of any other
         distributions to all or substantially all holders of its Class A Common
         Stock made in cash plus (y) all Excess Payments, in each case made
         within the 12 months preceding the date fixed for determining the
         stockholders entitled to such distribution (the "Distribution Record
         Date") and in respect of which no Conversion Price adjustment pursuant
         to subsection 1(g)(iii) or 1(g)(v) or this subsection 1(g)(iv) has been
         made, exceeds 10% of the product of the current market price per share
         (determined as provided in subsection 1(g)(vi)) of the Class A Common
         Stock on the Distribution Record Date times the number of shares of
         Class A Common Stock outstanding on the Distribution Record Date
         (excluding shares held in the treasury of the Company), the Conversion
         Price shall be reduced so that the same shall equal the price
         determined by multiplying such Conversion Price in effect immediately
         prior to the effectiveness of the Conversion Price reduction
         contemplated by this subsection 1(g)(iv) by a fraction of which the
         numerator shall be the current market price per share (determined as
         provided in subsection 1(g)(vi)) of the Class A Common Stock on the
         Distribution Record Date less the amount of such cash distributions and
         Excess Payments applicable to one share (based on the pro rata portion
         of the aggregate amount of such cash distributions and Excess Payments,
         divided by the number of shares of Class A Common Stock outstanding on
         the Distribution Record Date) of Class A Common Stock and the
         denominator shall be such current market price per share



                                       6



         (determined as provided in subsection 1(g)(vi)) of the Class A Common
         Stock on the Distribution Record Date, such reduction to become
         effective immediately prior to the opening of business on the day
         following the Distribution Record Date.

             (v) In case a tender offer or other negotiated transaction made by
         the Company or any Subsidiary for all or any portion of the Class A
         Common Stock shall be consummated, if an Excess Payment is made in
         respect of such tender offer or negotiated transaction and the amount
         of such Excess Payment, together with the sum of (x) the aggregate
         amount of all Excess Payments plus (y) the aggregate amount of all
         distributions to all or substantially all holders of the Class A Common
         Stock made in cash (specifically including distributions of cash out of
         current or retained earnings), in each case made within the 12 months
         preceding the date of payment of such current negotiated transaction
         consideration or expiration of such current tender offer, as the case
         may be (any such date, the "Tender Payment Date"), and as to which no
         adjustment pursuant to subsection 1(g)(iii) or 1(g)(iv) or this
         subsection 1(g)(v) has been made, exceeds 10% of the product of the
         current market price per share (determined as provided in subsection
         1(g)(vi)) of the Class A Common Stock on the Tender Payment Date times
         the number of shares of Class A Common Stock outstanding (including any
         acquired shares but excluding any shares held in the treasury of the
         Company) on the Tender Payment Date, the Conversion Price shall be
         reduced so that the same shall equal the price determined by
         multiplying such Conversion Price in effect immediately prior to the
         effectiveness of the Conversion Price reduction contemplated by this
         subsection 1(g)(v) by a fraction of which the numerator shall be the
         current market price per share (determined as provided in subsection
         1(g)(vi)) of the Class A Common Stock on the Tender Payment Date less
         the amount of such Excess Payments and such cash distributions, if any,
         applicable to one share (based on the pro rata portion of the aggregate
         amount of such Excess Payments and such cash distributions, divided by
         the number of shares of Class A Common Stock outstanding on the Tender
         Payment Date) of Class A Common Stock and the denominator shall be such
         current market price per share (determined as provided in subsection
         1(g)(vi)) of the Class A Common Stock on the Tender Payment Date, such
         reduction to become effective immediately prior to the opening of
         business on the day following the Tender Payment Date.

             (vi) The current market price per share of the Class A Common Stock
         on any date shall be deemed to be the average of the Daily Market
         Prices for the shorter of (i) ten consecutive business days ending on
         the last full trading day on the exchange or market referred to in
         determining such Daily Market Prices prior to the time of
         determination, or (ii) the period commencing on the date next
         succeeding the first public announcement of the issuance of such rights
         or such warrants or such other distribution or such negotiated
         transaction through such


                                       7



         last full trading day on the exchange or market referred to in
         determining such Daily Market Prices prior to the time of
         determination.

             (vii) In any case in which this Section 1(g) shall require that an
         adjustment be made immediately following a record date and the
         applicable Satisfaction Date occurs after such record date, the Company
         may elect to defer issuing to the Holder after such record date the
         shares of Class A Common Stock and other Capital Stock of the Company
         issuable upon such conversion over and above the shares of Class A
         Common Stock and other Capital Stock of the Company issuable upon such
         conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, the Company shall issue or cause its transfer agents to issue
         due bills or other appropriate evidence of the right to receive such
         shares.

             (viii) No adjustment in the Conversion Price shall be required
         until cumulative adjustments amount to 1% or more of the Conversion
         Price as last adjusted; provided, however, that any adjustments which
         by reason of this subsection 1(g)(viii) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment. All calculations under this Section 1(g) shall be made to
         the nearest cent or to the nearest one-hundredth of a share, as the
         case may be. No adjustment need be made for rights to purchase Class A
         Common Stock pursuant to a Company plan for reinvestment of dividends
         or interest. No adjustment need be made for a change in the par value
         or no par value of the Class A Common Stock.

             (ix) In the event that, as a result of an adjustment made pursuant
         to this Section 1(g), the Holder shall become entitled to receive any
         shares of Capital Stock of the Company other than shares of Class A
         Common Stock, thereafter the Conversion Price of such other shares so
         receivable upon conversion of the Note shall be subject to adjustment
         from time to time in a manner and on terms as nearly equivalent as
         practicable to the provisions with respect to Class A Common Stock
         contained in this Section 1(g). In the event that shares of Class A
         Common Stock are not delivered after the expiration of any of the
         rights or warrants referred to in subsection 1(g)(ii) and subsection
         1(g)(iii), the Conversion Price shall be readjusted to the Conversion
         Price which would otherwise be in effect had the adjustment made upon
         the issuance of such rights or warrants been made on the basis of
         delivery of only the number of shares of Class A Common Stock actually
         delivered.

             (x) The Company may make such reductions in the Conversion Price,
         in addition to those required by this Section 1(g), as it determines to
         be advisable in order that any stock dividend, subdivision of shares,
         distribution or rights to purchase stock or securities or distribution
         of securities convertible into or exchangeable for stock made by the
         Company to its stockholders will not be taxable to the recipients
         thereof.


                                       8



             (xi) Whenever the Conversion Price is adjusted, the Company shall
         promptly mail to the Holder at the address set forth herein a notice of
         the adjustment briefly stating the facts requiring the adjustment and
         the manner of computing it.

         (h) In the event that:

             (i) the Company takes any action which would require an adjustment
         to the Conversion Price;

             (ii) the Company takes any action that would require a supplemental
         agreement pursuant to Section 1(i); or

             (iii) there is a dissolution or liquidation of the Company;

the Holder may wish to convert this Note into shares of Class A Common Stock
prior to the record date for or the effective date of the transaction so that
the Holder may receive the rights, warrants, securities or assets which a holder
of shares of Class A Common Stock on that date may receive. Therefore, the
Company shall mail to the Holder a notice stating the proposed record or
effective date, as the case may be. The Company shall mail the notice at least
15 days before such date; however, failure to mail such notice or any defect
therein shall not affect the validity of any transaction referred to in clauses
(i), (ii) or (iii) of this Section 1(h).

         (i) If any of the following shall occur, namely: (A) any
reclassification or change in the Class A Common Stock issuable upon conversion
of this Note (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), (B) any consolidation or merger to which the Company is a party,
other than a merger in which the Company is the continuing corporation and which
does not result in any reclassification of, or change (other than a change in
name, or par value, or from par value to no par value, or from no par value to
par value or as a result of a subdivision or combination) in, the Class A Common
Stock or (C) any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties or assets of the
Company and its Subsidiaries (taken as a whole), then the Company, or such
successor or transferee, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition, execute and deliver an
agreement to the Holder in form reasonably satisfactory to the Holder providing
that the Holder shall have the right to convert this Note into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition by a holder of the
number of shares of Class A Common Stock deliverable upon conversion of this
Note immediately prior to such reclassification, change, consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition. Such
agreement shall provide for adjustments of the Conversion Price which


                                       9



shall be as nearly equivalent as may be practicable to the adjustments of the
Conversion Price provided for in Section 1(g).

         The foregoing, however, shall not in any way affect the right the
Holder may otherwise have, pursuant to Section 1(g)(iii), to receive Rights upon
conversion of this Note. If, in the case of any such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition, the stock or
other securities and property (including cash) receivable thereupon by a holder
of Class A Common Stock includes shares of stock or other securities and
property of a business entity other than the successor or transferee, as the
case may be, in such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition, then such supplemental agreement shall also be
executed by such other business entity and shall contain such additional
provisions to protect the interests of the Holder as the Board of Directors
shall reasonably consider necessary by reason of the foregoing. The provision of
this Section 1(i) shall similarly apply to successive consolidations, mergers,
sales, assignments, transfers, leases, conveyances or other dispositions. In the
event the Company shall execute a supplemental agreement pursuant to this
Section 1(i), the Company shall promptly deliver to the Holder of the Note an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by the
Holder upon the conversion of this Note after any such reclassification, change,
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and any adjustment to be made with respect thereto.

         2. Redemption. Prior to July 21, 2008, this Note shall not be
redeemable at the Company's option. Beginning on July 21, 2008, the Company, at
its option, shall be entitled to redeem this Note for cash at any time, as a
whole, or from time to time in part (in any principal amount that is an integral
multiple of not less than $50,000,000 or, if less, the aggregate principal
amount outstanding), on the Redemption Date (as herein defined), at a price
equal to 100% of the principal amount to be redeemed, together with accrued but
unpaid interest thereon through the Redemption Date (if any) (the "Redemption
Price"); provided that the Company shall not be entitled to redeem this Note to
the extent that the Holder shall have duly delivered to the Company, on or prior
to the close of business on the second Business Day next preceding the
Redemption Date, a Conversion Notice relating to all or a portion of the
principal amount hereof. Not fewer than 30 nor more than 60 days prior to the
date on which redemption is to be effected (such date, the "Redemption Date"),
the Company shall provide the Holder with written notice (a "Redemption Notice")
of the Redemption Date and the principal amount to be redeemed, and this Note
shall thereupon be due and payable at the Redemption Price at 3:00 p.m., Central
time, on the Redemption Date, to the extent of the principal amount to be
redeemed, except to the extent that the Holder shall have so delivered such a
Conversion Notice. On the Redemption Date, the Company shall pay to the Holder,
by transfer to an account maintained by the Holder with a bank in the United
States of America specified to the Company in writing not fewer than five
Business Days prior to the Redemption Date, the Redemption Price in respect of
the principal amount to be redeemed and, in the case of a redemption in part,
shall execute, issue and deliver to the


                                       10



Holder a replacement note identical to this Note but having a principal amount
equal to the principal amount hereof not theretofore converted, redeemed or
repurchased. Upon the Holder's receipt of the Redemption Price (and, in the case
of a redemption in part, such replacement note), this Note shall be deemed to be
cancelled, and the Holder shall thereafter send this Note to the Company.

         3. Repurchase Rights. (a) At any time following any Repurchase Trigger
Date, the Holder, at its option, shall be entitled to require the Company to
repurchase this Note, as a whole, or from time to time in part (in any principal
amount that is an integral multiple of $50,000,000 or, if less, the aggregate
principal amount outstanding), at a price equal to 100% of the principal amount
to be repurchased, together with accrued but unpaid interest thereon through the
Repurchase Date (if any) (the "Repurchase Price"), by delivering to the Company
a written notice (a "Repurchase Notice") of the exercise of its rights pursuant
to this Section 3 specifying the principal amount to be repurchased. Prior to
July 21, 2008, the Repurchase Notice shall be delivered not more than 60 days
following the Holder's receipt of the Company Change in Control Notice (as
herein defined). Upon delivery of the Repurchase Notice, this Note shall be due
and payable at 3:00 p.m., Central time, on the 40th day following the date of
the Repurchase Notice (the "Repurchase Date"), to the extent of the principal
amount to be repurchased. On the Repurchase Date, the Company shall pay to the
Holder, by transfer to an account maintained by the Holder with a bank in the
United State of America specified to the Company in writing not fewer than five
Business Days prior to the Repurchase Date, the Repurchase Price in respect of
the principal amount to be repurchased and, in the case of a repurchase in part,
shall execute, issue and deliver to the Holder a replacement note identical to
this Note but having a principal amount equal to the principal amount hereof not
theretofore converted, redeemed or repurchased. Upon the Holder's receipt of the
Repurchase Price (and, in the case of a repurchase in part, such replacement
note), this Note shall be deemed to be cancelled, and the Holder shall send this
Note to the Company.

         (b) Not later than 40 days following the occurrence of a Company Change
in Control, the Company shall deliver to the Holder a written notice (a "Company
Change in Control Notice") stating that a Company Change in Control has
occurred.

         4. Covenants. The Company covenants and agrees with the Holder that:

         (a) The Company shall duly and punctually pay the principal of and
interest on this Note in accordance herewith, and perform and discharge its
other obligations pursuant hereto.

         (b) Subject to Section 5, to the extent permitted by law, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each Subsidiary of the Company in accordance with the respective
organizational documents of each Subsidiary and the rights (charter and
statutory), licenses and franchises of the Company;


                                       11



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 Subsidiary, if the Company 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.

         5. Consolidation, Merger, Etc. The Company shall not sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company and its Subsidiaries (taken as a whole) in
one or more related transactions to another corporation, Person or entity
unless:

         (a) the entity or Person 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 entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition will have been made assumes all the
obligations of the Company under this Note, including the conversion and
repurchase rights provided herein, pursuant to an agreement in form and
substance reasonably satisfactory to the Holder; and

         (c) immediately after such transaction no Default or Event of Default
shall exist.

Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties or
assets of the Company and its Subsidiaries (taken as a whole) in accordance with
Section 5, the successor corporation formed by such consolidation or into which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for
and may exercise every right and power of, the Company under this Note with the
same effect as if such successor has been named as the Company herein; provided
that the Company, as predecessor in the case of any sale, assignment, transfer,
lease, conveyance or other disposition shall not be released from the obligation
to pay the principal of and interest on this Note.

         6.  Events of Default. (a) An "Event of Default" shall occur if:

             (i) the Company defaults in the payment of any amount due and
         payable on this Note when the same becomes due and payable at the
         Maturity Date, any interest payment date, any Redemption Date or
         Repurchase Date or otherwise; provided that no Event of Default shall
         occur with respect to a default in the payment of interest on this Note
         unless such default shall continue for a period of 30 days after the
         date such interest payment is due and payable;

             (ii) the Company fails to observe or perform for a period of 30
         days after written notice from the Holder to the Company stating that
         such notice is a


                                       12



         "Notice of Default" any covenant or agreement contained in Section 3(b)
         or Section 5;

             (iii) the Company fails to observe or perform any other covenant or
         agreement contained in this Note, required by it to be performed (other
         than the covenant to duly and punctually pay the principal of and
         interest on this Note) and such Default continues for a period of 60
         days after written notice from the Holder to the Company stating that
         such notice is a "Notice of Default";

             (iv) the Company or any of its Significant Subsidiaries defaults
         under any mortgage, indenture, agreement 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
         Significant Subsidiaries, which Indebtedness has been either (A)
         offered or sold through a public offering or resold to qualified
         institutional buyers pursuant to Rule 144A under the Securities Act, or
         (B) incurred in connection with the Company's main unsecured revolving
         credit facility (if any), whether, in any such case described by clause
         (A) or (B), such Indebtedness now exists or is created after the
         issuance of this Note, and which default:

                  (A) is caused by a failure to pay when due principal of or
                      interest on such Indebtedness within the grace period
                      provided for in such Indebtedness (which failure continues
                      beyond any applicable grace period) (a "Payment Default");
                      or

                  (B) results in the acceleration of such Indebtedness prior to
                      its express maturity and, in each case, the principal
                      amount of any such Indebtedness, together with the
                      principal amount of any other such Indebtedness described
                      in this subsection 6(iv) under which there is a Payment
                      Default or the maturity of which has been so accelerated,
                      aggregates $100 million or more;

             (v) the Company or any of its Subsidiaries that is a Significant
         Subsidiary or any group of two or more Subsidiaries that, taken as a
         whole, would constitute a Significant 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 in which it is the debtor;

                  (C) consents to the appointment of a Custodian of it or for
                      all or substantially all of its property;


                                       13



                  (D) makes a general assignment for the benefit of its
                      creditors; or

                  (E) generally is unable to pay its debts as the same become
                      due; or

             (vi) a court of competent jurisdiction enters an order or decree
         under any Bankruptcy Law that:

                  (A) is for relief against the Company or any of its
                      Subsidiaries that is a Significant Subsidiary or any group
                      of two or more Subsidiaries that, taken as a whole, would
                      constitute a Significant Subsidiary in an involuntary
                      case;

                  (B) appoints a Custodian of the Company or any of its
                      Subsidiaries that is a Significant Subsidiary or any group
                      of two or more Subsidiaries that, taken as a whole, would
                      constitute a Significant Subsidiary or for all or
                      substantially all of its property; or

                  (C) orders the liquidation of the Company or any of its
                      Subsidiaries that is a Significant Subsidiary or any group
                      of two or more Subsidiaries that, taken as a whole, would
                      constitute a Significant Subsidiary, and the order or
                      decree remains unstayed and in effect for 60 days.

         (b) If an Event of Default (other than an Event of Default specified in
clauses (v) or (vi) of Section 6(a)) occurs and is continuing, the Holder may
declare the principal amount of this Note together with accrued but unpaid
interest thereon (if any) to be due and payable immediately. If an Event of
Default specified in clauses (v) or (vi) of Section 6(a) occurs, such an amount
shall ipso facto become and be immediately due and payable without any other act
on the part of the Holder. If this Note shall have been declared due and payable
as a result of the acceleration of Indebtedness prior to its Maturity Date
pursuant to subsection 6(a)(iv)(B), such declaration shall be automatically
rescinded if the acceleration of such Indebtedness has been rescinded or
annulled within 30 days after such acceleration in accordance with the mortgage,
indenture or instrument under which it was issued and (A) such rescission would
not conflict with any judgment or decree of a court of competent jurisdiction
and (B) if all existing Events of Default have been cured or waived except
nonpayment of the principal amount of or interest on this Note that has become
due solely because of the acceleration of this Note.

         (c) If an Event of Default occurs and is continuing, the Holder may
pursue any available remedy to collect the payment of the principal amount on
this Note or to enforce the performance of any provision of this Note. A delay
or omission by the Holder in exercising any right or remedy accruing upon an
Event of Default shall not 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.


                                       14



         (d) The Holder may waive an existing Default or Event of Default and
its consequences. When a Default or Event of Default is waived, it is cured and
ceases, except as set forth in such waiver; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

         7. Subordination.

         (a) Agreement To Subordinate and Ranking. The Company, for itself and
its successors, and the Holder, by its acceptance of this Note, agree that the
payment of the principal of or interest on or any other amounts due on this Note
is subordinated in right and priority of payment, to the extent and in the
manner stated in this Section 7, to the prior payment in full of all existing
and future Senior Debt. This Note shall rank pari passu with, and shall not be
senior in right of payment to such other Indebtedness of the Company whether
outstanding on the date of issuance of this Note or hereafter created, incurred,
issued or guaranteed by the Company, whenever the instrument creating or
evidencing such Indebtedness expressly provides that such Indebtedness ranks
pari passu with this Note. The Notes shall rank pari passu with the 1999
Convertible Notes and the 2001 Convertible Notes.

         (b) No Payment On Note If Senior Debt In Default. Anything in this Note
to the contrary notwithstanding, no payment on account of principal of or
redemption of, interest on or other amounts due on this Note, and no redemption,
repurchase, or other acquisition of this Note, shall be made by or on behalf of
the Company (i) unless full payment of amounts then due for principal and
interest and of all other amounts then due on all Senior Debt has been made or
duly provided for pursuant to the terms of the instrument governing such Senior
Debt, (ii) if, at the time of such payment, redemption, repurchase or other
acquisition, or immediately after giving effect thereto, there shall exist under
any Senior Debt, or any agreement pursuant to which any Senior Debt is issued,
any default, which default shall not have been cured or waived and which default
shall have resulted in the full amount of such Senior Debt being declared due
and payable or (iii) if, at the time of such payment, redemption, repurchase or
other acquisition, the Holder shall have received written notice from any of the
holders of Senior Debt or such holder's representative (a "Payment Blockage
Notice") that there exists under such Senior Debt, or any agreement pursuant to
which such Senior Debt is issued, any default, which default shall not have been
cured or waived, permitting the holders thereof to declare any amounts of such
Senior Debt due and payable, but only for the period (the "Payment Blockage
Period") commencing on the date of receipt of the Payment Blockage Notice and
ending (unless earlier terminated by notice given to the Holder by the holders
of such Senior Debt) on the earlier of (a) the date on which such event of
default shall have been cured or waived or (b) 180 days from the receipt of the
Payment Blockage Notice. Upon termination of the Payment Blockage Period,
payments on account of principal of or interest on this Note (other than,
subject to subsection 7(c) hereof, amounts due and payable by reason of the
acceleration of the maturity of this Note) and redemptions, repurchases or other
acquisitions may be made by or on behalf of the Company. Notwithstanding
anything herein to the contrary, (x) only one Payment


                                       15




Blockage Notice may be given during any period of 360 consecutive days with
respect to the same event of default or any other events of default on the same
issue of Senior Debt existing and known to the Person giving such notice at the
time of such notice unless such event of default or such other events of default
have been cured or waived for a period of not less than 90 consecutive days and
(y) no new Payment Blockage Period may be commenced by the holder or holders of
the same issue of Senior Debt or their representative or representatives during
any period of 360 consecutive days unless all events of default which were the
object of the immediately preceding Payment Blockage Notice, and any other event
of default on the same issue of Senior Debt existing and known to the Person
giving such notice at the time of such notice, have been cured or waived.

         In the event that, notwithstanding the provisions of this subsection
7(b), payments are made by or on behalf of the Company in contravention of the
provisions of this subsection 7(b), such payments shall be held by the Holder in
trust for the benefit of, and shall be paid over to and delivered to, the
holders of Senior Debt or their representative or the trustee under the
indenture or other agreement (if any), pursuant to which any instruments
evidencing any Senior Debt may have been issued for application to the payment
of all Senior Debt ratably according to the aggregate amounts remaining unpaid
to the extent necessary to pay all Senior Debt in full in accordance with the
terms of such Senior Debt, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

         The Company shall give prompt written notice to the Holder of any
default or event of default under any Senior Debt or under any agreement
pursuant to which any Senior Debt may have been issued.

         (c) Distribution On Acceleration Of Note; Dissolution and
Reorganization; Subrogation Of Note.

             (i) If this Note is declared due and payable because of the
         occurrence of an Event of Default, the Company shall give prompt
         written notice to the holders of all Senior Debt or to the trustee(s)
         for such Senior Debt of such acceleration. The Company may not pay the
         principal of or interest on or any other amounts due on this Note until
         five days after such holders or trustee(s) of Senior Debt receive such
         notice and, thereafter, the Company may pay the principal of or
         interest on or any other amounts due on this Note only if the
         provisions of this Section 7 permit such payment.

             (ii) Upon (A) any acceleration of the principal amount due on this
         Note because of an Event of Default or (B) any distribution of assets
         of the Company upon any dissolution, winding up, liquidation or
         reorganization of the Company (whether in bankruptcy, insolvency or
         receivership proceedings or upon an assignment for the benefit of
         creditors or any other dissolution, winding up, liquidation or
         reorganization of the Company):


                                       16



                  (A) the holders of all Senior Debt shall first be entitled to
                      receive payment in full of the principal thereof, the
                      interest thereon and any other amounts due thereon before
                      the Holder is entitled to receive payment on account of
                      the principal of or interest on or any other amounts due
                      on this Note;

                  (B) any payment or distribution of assets of the Company of
                      any kind or character, whether in cash, property or
                      securities (other than securities of the Company as
                      reorganized or readjusted or securities of the Company or
                      any other corporation provided for by a plan of
                      reorganization or readjustment the payment of which is
                      subordinate, at least to the extent provided in this
                      Section 7 with respect to the Note, to the payment in full
                      without diminution or modification by such plan of all
                      Senior Debt), to which the Holder would be entitled except
                      for the provisions of this Section 7, shall be paid by the
                      liquidating trustee or agent or other Person making such a
                      payment or distribution, directly to the holders of Senior
                      Debt (or their representatives(s) or trustee(s) acting on
                      their behalf), ratably according to the aggregate amounts
                      remaining unpaid on account of the principal of or
                      interest on and other amounts due on the Senior Debt held
                      or represented by each, to the extent necessary to make
                      payment in full of all Senior Debt remaining unpaid, after
                      giving effect to any concurrent payment or distribution to
                      the holders of such Senior Debt; and

                  (C) in the event that, notwithstanding the foregoing, any
                      payment or distribution of assets of the Company of any
                      kind or character, whether in cash, property or securities
                      (other than securities of the Company as reorganized or
                      readjusted, or securities of the Company or any other
                      corporation provided for by a plan of reorganization or
                      readjustment the payment of which is subordinate, at least
                      to the extent provided in this Section 7 with respect to
                      the Note, to the payment in full without diminution or
                      modification by such plan of Senior Debt), shall be
                      received by the Holder before all Senior Debt is paid in
                      full, such payment or distribution shall be held in trust
                      for the benefit of, and be paid over to upon request by a
                      holder of the Senior Debt, the holders of the Senior Debt
                      remaining unpaid (or their representatives) or trustee(s)
                      acting on their behalf, ratably as aforesaid, for
                      application to the payment of such Senior Debt until all
                      such Senior Debt shall have been paid in full, after
                      giving effect to any



                                       17



                      concurrent payment or distribution to the holders of such
                      Senior Debt.

             Subject to the payment in full of all Senior Debt, the Holder shall
         be subrogated to the rights of the holders of Senior Debt to receive
         payments or distributions of cash, property or securities of the
         Company applicable to the Senior Debt until the principal of and
         interest on this Note shall be paid in full and, for purposes of such
         subrogation, no such payments or distributions to the holders of Senior
         Debt of cash, property or securities which otherwise would have been
         payable or distributable to the Holder shall, as between the Company,
         its creditors other than the holders of Senior Debt, and the Holder, be
         deemed to be a payment by the Company to or on account of the Senior
         Debt, it being understood that the provisions of this Section 7 are and
         are intended solely for the purpose of defining the relative rights of
         the Holder, on the one hand, and the holders of Senior Debt, on the
         other hand.

             Nothing contained in this Section 7 or elsewhere in this Note is
         intended to or shall (i) impair, as between the Company and its
         creditors other than the holders of Senior Debt, the obligation of the
         Company, which is absolute and unconditional, to pay to the Holder the
         principal of and interest on this Note as and when the same shall
         become due and payable in accordance with the terms of this Note, (ii)
         affect the relative rights of the Holder and creditors of the Company
         other than holders of Senior Debt or, as between the Company and the
         Holder, the obligations of the Company to the Holder, or (iii) prevent
         the Holder from exercising all remedies otherwise permitted by
         applicable law upon default under this Note, subject to the rights, if
         any, under this Section 7 of the holders of Senior Debt in respect of
         cash, property and securities of the Company received upon the exercise
         of any such remedy.

             Upon distribution of assets of the Company referred to in this
         Section 7, the Holder shall be entitled to rely upon a certificate of
         the liquidating trustee or agent or other Person making any
         distribution to the Holder for the purpose of ascertaining the Persons
         entitled to participate in such distribution, the holders of the Senior
         Debt and other indebtedness of the Company, the amount thereof or
         payable thereon, the amount or amounts paid or distributed thereon and
         all other facts pertinent thereto or to this Section 7. The Holder,
         however, shall not be deemed to owe any fiduciary duty to the holders
         of Senior Debt.

             (iii) The provisions of this Section 7 shall not be applicable to
         any cash, properties or securities received by the Holder when received
         as a holder of Senior Debt and nothing in this Section 7 or elsewhere
         in this Note shall deprive the Holder of any of its rights as such a
         holder.

             (iv) The Company shall give prompt written notice to the Holder of
         any fact known to the Company which would prohibit the making by the


                                       18



         Company of any payment of money to the Holder in respect of the Note
         pursuant to the provisions of this Section 7.

             The Holder shall be entitled to rely on the delivery to it of a
         written notice by a Person representing himself or itself to be a
         holder of Senior Debt (or a trustee on behalf of such holder) to
         establish that such notice has been given by a holder of Senior Debt
         (or a trustee on behalf of any such holder or holders). In the event
         that the Holder determines in good faith that further evidence is
         required with respect to the right of any Person as a holder of Senior
         Debt to participate in any payment or distribution pursuant to this
         Section 7, the Holder may request such Person to furnish evidence to
         the reasonable satisfaction of the Holder as to the amount of Senior
         Debt held by such Person, the extent to which such Person is entitled
         to participate in such payment or distribution and any other facts
         pertinent to the rights of such Person under this Section 7, and, if
         such evidence is not furnished, the Holder may defer any payment to
         such Person pending judicial determination as to the right of such
         Person to receive such payment.

         (d) Reliance By Senior Debt On Subordination Provisions. The Holder, by
his acceptance of this Note, acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration for each holder of any Senior Debt, whether such Senior Debt was
created or acquired before or after the issuance of this Note, to acquire and
continue to hold, or to continue to hold, such Senior Debt, and such holder of
Senior Debt shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Debt. Notice of any default in the payment of any Senior Debt, except as
expressly stated in this Section 7, and notice of acceptance of the provisions
hereof are hereby expressly waived. Except as otherwise expressly provided
herein, no waiver, forbearance or release by any holder of Senior Debt under
such Senior Debt or under this Section 7 shall constitute a release of any of
the obligations or liabilities of the Holder provided in this Section 7.

         (e) No Waiver Of Subordination Provisions. Except as otherwise
expressly provided herein, no right of any present or future holder of any
Senior Debt to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Note, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of, or notice to, the Holder, without incurring responsibility to the
Holder and without impairing or releasing the subordination provided in this
Section 7 or the obligations hereunder of the Holder to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or terms
of payment of, or renew or alter, Senior Debt, or otherwise amend


                                       19



or supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise dispose of any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the
collection of Senior Debt; and (iv) exercise or refrain from exercising any
rights against the Company or any other Person.

         (f) Other Provisions Subject Hereto. Expect as expressly stated in this
Section 7, notwithstanding anything contained in this Note to the contrary, all
the provisions of this Note are subject to the provisions of this Section 7.
Notwithstanding the foregoing, the failure to make a payment on account of
principal of or interest on the Notes by reason of any provision of this Section
7 shall not be construed as preventing the occurrence of an Event of Default
under Section 6 hereof.

         8. Miscellaneous.

         (a) Absolute Obligation to Pay. No provision of this Note shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, and interest on, this Note at the times, places and rate,
and in the coin or currency, herein prescribed or to convert this Note as herein
provided. The Company shall not have any right to set off any payment of any
amounts payable pursuant to this Note against any payment of amounts payable to
the Holder or its Affiliates under any other agreement or instrument
(collectively, "Other Amounts"), or set off any payment of any Other Amount
against any payment of any amounts payable pursuant to this Note.

         (b) Assignment. Neither the Company nor the Holder may assign this Note
without the prior written consent of the other and any attempted assignment by
either the Company or the Holder without such written consent shall be null and
void; provided that the Holder may, at any time and without the prior consent of
the Company, assign this Note to any of the Holder's wholly-owned Subsidiaries;
and, provided, further, that upon the termination of the Commercial Agreement in
accordance with its terms, the Holder may, at any time thereafter and without
the prior written consent of the Company, assign this Note to any Person in
whole but not in part; and provided, further, that any subsequent assignee of
this Note may only transfer this Note in whole but not in part. Upon notice to
the Company of an assignment of this Note in accordance with the provisions
hereof, the Company shall recognize such assignee as the Holder of this Note for
all purposes hereof and such assignee shall be entitled to all rights,
privileges and benefits received by the Holder under the terms of this Note.

         (c) Notices. In any case where any notice, approval, agreement or other
communication is required or permitted to be given hereunder, such notice,
approval, agreement or communication shall be in writing and deemed to have been
duly given and delivered: (i) if delivered in person, on the date of such
delivery; (ii) if sent by overnight express or registered or certified mail
(with return receipt requested), on the date of receipt of such mail; or (iii)
if sent by confirmed facsimile transmission (with answer



                                       20



back received), on the date of such facsimile transmission; provided that notice
is also sent on the same day by one of the methods set forth in (i) or (ii)
above. Such notice or other communication shall be sent to the following
address(es) (or such other address(es) as designated from time to time in
writing):

                 If to the Holder, to:

                 SBC Communications Inc.
                 175 Houston Street
                 San Antonio, TX  78205

                 Attn:    James S. Kahan, Senior Executive Vice President -
                          Corporate Development
                 Facsimile:  210-351-5034

                 with a copy to:

                 Senior Vice President and Assistant General Counsel - Corporate
                 Facsimile:  210-351-3257

                 and a copy (which shall not constitute notice) to:

                 Sullivan & Cromwell LLP
                 125 Broad Street
                 New York, New York 10004

                 Attn:  Joseph B. Frumkin
                 Facsimile:  212-558-3588

                 if to the Company, to:

                 Echostar Communications Corporation
                 5701 South Santa Fe Drive
                 Littleton, CO  80120

                 Attn:    David K. Moskowitz, Senior Vice President and
                          General Counsel
                 Facsimile:  303-723-1699

         (d) Governing Law; WAIVER OF JURY TRIAL.

             (i) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA APPLICABLE
         TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW



                                       21



         YORK. Any suit, action or proceeding shall be brought against any of
         the Company or the Holder only in a federal court sitting in the
         Southern District of New York or New York state court situated in The
         Borough of Manhattan, The City of New York. Each of the Company and the
         Holder (by the Holder's acceptance hereof) irrevocably and
         unconditionally agrees: (A) to be subject to the jurisdiction of the
         courts of the State of New York situated in The Borough of Manhattan,
         The City of New York and of the federal courts sitting in the Southern
         District of New York and (B) (I) to the extent the Company or the
         Holder, as the case may be, is not otherwise subject to service of
         process in the State of New York, to appoint and maintain an agent in
         the State of New York as its agent for service of legal process, and
         (II) that service of process may also be made on the Company or Holder
         by prepaid certified mail with a proof of mailing receipt validated by
         the United States Postal Service constituting evidence of valid
         service, and that service made pursuant to clause (A) (I) or (II) above
         shall have the same legal force and effect as if served upon the Holder
         or the Company, as the case may be, personally within the State of New
         York. Without limiting the generality of the foregoing, each of the
         Company and the Holder (by the Holder's acceptance hereof) agrees that
         service of process at the address referred to in subsection 8(c),
         together with written notice of such service to the Company or Holder,
         as the case may be, shall be deemed effective service of process.

             (ii) EACH OF THE COMPANY AND THE HOLDER (BY ITS ACCEPTANCE HEREOF)
         ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
         NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
         THEREFORE EACH OF THE COMPANY AND THE HOLDER (BY SUCH ACCEPTANCE)
         IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
         BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
         OF OR RELATING TO THIS NOTE. THE COMPANY CERTIFIES AND ACKNOWLEDGES
         THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE HOLDER HAS
         REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE
         EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THE
         COMPANY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
         AND (C) THE COMPANY MAKES THIS WAIVER VOLUNTARILY. THE HOLDER (BY SUCH
         ACCEPTANCE) CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,
         AGENT OR ATTORNEY OF THE COMPANY HAS REPRESENTED, EXPRESSLY OR
         OTHERWISE, THAT THE COMPANY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
         TO ENFORCE THE FOREGOING WAIVER, (B) THE HOLDER UNDERSTANDS AND HAS
         CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) THE HOLDER MAKES
         THIS WAIVER VOLUNTARILY.


                                       22



         (e) Amendments and Waivers. Any provision of this Note may be amended
or waived if, but only if, such amendment or waiver is in writing and is signed,
in the case of an amendment, by the Company and the Holder, or, in the case of a
waiver, by each party against whom the waiver is to be effective. No failure or
delay by the Company or the Holder in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

         (f) Remedies Cumulative. Unless expressly provided otherwise herein,
all rights and remedies granted to each of the Company and the Holder under this
Note are cumulative and in addition to, and not in lieu of, any other rights or
remedies otherwise available to the Company and the Holder at law.

         (g) Severability. The provisions of this Note shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of any other provision hereof. To the fullest extent
permitted by law, if any provision of this Note, or the application thereof to
any Person or circumstance, is invalid or unenforceable: (i) a suitable and
equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision and (ii) the remainder of this Note and the application
of such provision to other persons, entities or circumstances shall not be
affected by such invalidity or unenforceability.

         (h) Specific Performance. The parties agree that irreparable damage may
occur if any provision of this Note were not performed in accordance with the
terms hereof and that the Holder shall be entitled to seek an injunction or
injunctions to prevent breaches of this Note or to enforce specifically the
performance of the terms and provisions in addition to any other remedy to which
the Holder is entitled at law in accordance with the terms set forth in this
Note. The Holder shall be required to post any bond, guaranty or other surety in
order to obtain any such injunction or specific performance.

         (i) Expenses; Waivers. If any action is instituted to collect or
otherwise enforce this Note, the Company promises to pay all costs and expenses,
including, without limitation, reasonable attorneys' fees and costs, incurred in
connection with such action. The Company hereby waives notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor
and all other notices or demands relative to this instrument.

         (j) Successors and Assigns. Subject to the restrictions on assignment
described in subsection 8(b), the rights and obligations of the Company and the
Holder shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.


                                       23



         (k) Principles of Construction. In this Note, unless otherwise
expressly indicated or required by the context:

             (i) The captions herein are included for convenience of reference
         only and shall be ignored in the construction or interpretation hereof.
         This Note has been drafted jointly by the Company and the Holder and
         shall not be construed against either the Company or the Holder as a
         result of any role the Company or the Holder, respectively, may have
         had in the drafting process.

             (ii) Any reference to and the definition of any document shall be
         deemed a reference to such document as it may be amended, supplemented,
         revised, or modified, in writing, from time to time but disregarding
         any amendment, supplement, replacement or novation made in breach of
         this Note.

             (iii) Any reference in this Note to any statute, decree or
         regulation shall be construed as a reference to such statute, law,
         decree or regulation as re-enacted, redesignated, amended or extended
         from time to time and references herein or in this Note to any document
         or agreement shall be deemed to include references to such document or
         agreement as amended, varied, supplemented or replaced from time to
         time in accordance with such document's or agreement's terms.

             (iv) Defined terms in the singular shall include the plural and
         vice versa, and the masculine, feminine or neuter gender shall include
         all genders.

             (v) The words "including" or "includes" shall be deemed to mean
         "including without limitation" and "including but not limited to" (or
         "includes without limitation" and "includes but is not limited to")
         regardless of whether the words "without limitation" or "but not
         limited to" actually follow the term.

             (vi) The words "hereof," "herein" and "hereunder" and words of
         similar import when used in this Note shall refer to this Note as a
         whole and not to any particular provision hereof or thereof, as the
         case may be.

         9. Definitions. For purposes hereof:

         "1999 Convertible Notes" means the Company's 4 7/8% Convertible
Subordinated Notes due 2007.

         "2001 Convertible Notes" means the Company's 5 3/4% Convertible
Subordinated Notes due 2008.

         "Affiliate" of any Person means any other Person that directly or
indirectly controls, is controlled by or is under common control with such
specified Person.

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


                                       24



         "Board of Directors" means the Board of Directors of the Company.

         "Board Resolution" means a duly authorized resolution of the Board of
Directors or any duly authorized committee thereof.

         "Business Day" means any day that is not a Legal Holiday.

         "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents, however designated, of corporate stock, including,
without limitation, partnership interests.

         "Commercial Agreement" means that certain agreement, dated as of July
20, 2003, entered into by SBC Communications Inc., EchoStar Satellite
Corporation and the Company, relating to the provision, marketing, sale and
distribution of a co-branded digital broadcast satellite service.

         "Company Change in 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 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
the Company 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 issuance of this Note (as adjusted for stock splits and dividends
and other distributions payable in Equity Interests); or (b) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

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

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "Daily Market Price" means the price of a share of Class A Common Stock
on the relevant date, determined: (a) on the basis of the last reported sale
price regular way of the Class A Common Stock as reported on the Nasdaq Stock
Market, or if the Class A Common Stock is not then listed on the Nasdaq Stock
Market, as reported on such national securities exchange upon which the Class A
Common Stock is listed, or (b) if there is no such reported sale on the day in
question, on the basis of the average of the closing bid and asked quotations
regular way as so reported, or (c) if the Class A Common Stock is not listed on
the Nasdaq Stock Market or on any national securities


                                       25



exchange, on the basis of the average of the high bid and low asked quotations
regular way on the day in question in the over-the-counter market as reported by
the National Association of Security Dealers Automated Quotation System, or if
not so quoted, as reported by National Quotation Bureau, Incorporated, or a
similar organization.

         "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.

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

         "Excess Payment" means the excess of (A) the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares of Class A Common Stock acquired in a tender offer or other
negotiated transaction, over (B) the aggregate market value of such acquired
shares after giving effect to the completion of such tender offer or other
negotiated transaction.

         "Exchange Rate Contract" means, with respect to any Person, any
currency swap agreements, forward exchange rate agreements, foreign currency
futures or options, exchange rate collar agreements, exchange rate insurance and
other agreements or arrangements, or combination thereof, the principal purpose
of which is to provide protection against fluctuations in currency exchange
rates. An Exchange Rate Contract may also include an Interest Rate Agreement.

         "GAAP" means 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 approved by a significant segment of the accounting profession,
which are in effect on the date hereof and are applied on a consistent basis.

         "Governmental Authority" means any foreign, federal, state or local
court or governmental or regulatory agency or authority or applicable stock
exchange or trading market.

         "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.

         "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 (which
purchase price is due more than six months after the placing into



                                       26



service or delivery of such property) including pursuant to capital leases and
sale-and-leaseback transactions, or representing any hedging obligations under
an Exchange Rate Contract or an Interest Rate Agreement, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness, other than obligations under an Exchange Rate
Contract or an Interest Rate Agreement, 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 Guarantee of items which
would be included within this definition. The amount of any Indebtedness
outstanding as of any date shall be the accreted value thereof, in the case of
any Indebtedness issued with original issue discount. Indebtedness shall not
include liabilities for taxes of any kind.

         "Interest Rate Agreement" means, with respect to any Person, any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement the principal purpose of which is to
protect the party indicated therein against fluctuations in interest rates.

         "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York are not required to be open.

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

         "Officer's Certificate" means a certificate of the Company signed by
any two of the Chairman of the Board, the chief executive officer, president,
chief financial officer, treasurer or general counsel of the Company.

         "Person" means a natural person, corporation, a limited liability
company, a general or limited partnership, a trust, an estate, a joint venture,
any governmental entity, or any other entity or organization.

         "Principal" means Charles W. Ergen.

         "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.

         "Repurchase Trigger Date" means the earliest of (x) July 21, 2008; and
(y) the date on which a Company Change in Control shall first occur.

         "Senior Debt" means the principal of, interest on and other amounts due
on (i) Indebtedness of the Company, whether outstanding on the date of issuance
of this Note or hereafter created, incurred, assumed or guaranteed by the
Company, for money borrowed from banks or other financial institutions; (ii)
Indebtedness of the Company, whether outstanding on the date of issuance of this
Note or hereafter created, incurred,


                                       27



assumed or guaranteed by the Company; and (iii) Indebtedness of the Company
under interest rate swaps, caps or similar hedging agreements and foreign
exchange contracts, currency swaps or similar agreements: unless, in the
instrument creating or evidencing or pursuant to which Indebtedness under clause
(i) or (ii) is outstanding, it is expressly provided that such Indebtedness is
not senior in right of payment to this Note. Senior Debt includes, with respect
to the obligations described in clauses (i) and (ii) above, interest accruing,
pursuant to the terms of such Senior Debt, on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not post-filing interest is allowed in such proceeding, at the rate specified in
the instrument governing the relevant obligation. Notwithstanding anything to
the contrary in the foregoing, Senior Debt shall not include: (a) Indebtedness
of or amounts owed by the Company for compensation to employees, or for goods or
materials purchased in the ordinary course of business, or for services; and (b)
Indebtedness of the Company to a Subsidiary of the Company.

         "Significant Subsidiary" means any Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act, as such Regulation is in effect on the date
hereof.

         "Subsidiary" 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 any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.




                                       28



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

Dated:  July 21, 2003

                                          ECHOSTAR COMMUNICATIONS CORPORATION

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


Attest:




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





                                       29

                   AMENDMENT #1 TO SATELLITE SERVICE AGREEMENT


       THIS AMENDMENT #1 ("Amendment #1") to the Satellite Service Agreement
effective as of March 21, 2003 (the "Original Agreement"), between SES Americom,
Inc., as agent for SES Americom California, Inc. (for the period prior to the
In-Service Date) and SES Americom Colorado, Inc. (for the period on and after
the In-Service Date), on the one hand, and EchoStar Satellite Corporation
("Customer") and EchoStar Communications Corporation (solely as to the
obligation set forth in Section 3.C of the Agreement), on the other hand, is
made effective as of July 10, 2003 (the "Amendment #1 Effective Date"). All
references to "SES Americom" herein shall include SES Americom California, Inc.,
SES Americom Colorado, Inc., and SES Americom, Inc. as agent for each. Defined
terms used in this Agreement have the meanings specified herein or in the
Original Agreement. The Original Agreement as amended by this Amendment #1 is
referred to as the "Agreement".

       SES Americom and Customer agree to amend the Original Agreement in
accordance with the terms and conditions set forth below.

         (1) *** Within thirty (30) days after the Amendment #1 Effective Date,
         the parties shall enter into a service agreement (the "AMC-14
         Agreement") for the *** Satellite on the terms and conditions described
         ***

(3) Miscellaneous Modifications. *** Section 10.A of the Original Agreement is
amended by renumbering Subsection (2) as Subsection (3) and inserting the
following after Subsection (1): "(2) as to Customer, relates to or affects its
ability to achieve the In-Service Date of the EchoStar *** Satellite."

(4) New Section 2.N. The Original Agreement is amended to add the following as a
new Section 2.N:

           ***

(5) Definitions. The following definitions are added to Article 11:

       ***

(6) Conditions. All of the rights and obligations of the parties set forth in
this Amendment #1 are conditioned on the execution and implementation of the
AMC-14 Agreement, failing which this Amendment #1 shall be void ab initio and
the Original Agreement shall remain in full force and effect in accordance with
its terms and conditions.

(7) General. Except as expressly modified herein, the Original Agreement shall
remain in full force and effect in accordance with its terms and conditions.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       -1-




       This AMENDMENT #1 contains the complete and exclusive understanding of
the parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements between the parties with respect thereto.

ECHOSTAR SATELLITE CORPORATION              SES AMERICOM, INC., as agent for
                                            SES AMERICOM CALIFORNIA, INC. and
                                            SES AMERICOM COLORADO, INC.


By:                                         By:
    -----------------------------------         --------------------------------
(Signature)                                          (Signature)

Name:                                       Name:
      ---------------------------------           ------------------------------
(Typed or Printed Name)                              (Typed or Printed Name)

Title:                                      Title:
       --------------------------------            -----------------------------


ECHOSTAR COMMUNICATIONS CORPORATION,
solely as to the obligation set forth
in Section 3.C of the Agreement


By:
    -----------------------------------
(Signature)

Name:
      ---------------------------------
(Typed or Printed Name)

Title:
       --------------------------------


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       -2-

                                                                  Execution Copy

                     SATELLITE SERVICE AGREEMENT FOR AMC-14

       THIS AGREEMENT between SES Americom, Inc., as agent for SES Americom
California, Inc. (for the period prior to the In-Service Date) and SES Americom
Colorado, Inc. (for the period on and after the In-Service Date), on the one
hand, and EchoStar Satellite Corporation ("Customer") and EchoStar
Communications Corporation (solely as to the obligation set forth in Section 3.C
of this Agreement), on the other hand, is made effective as of August 13, 2003
(the "Effective Date"). All references to "SES Americom" herein shall include
SES Americom California, Inc., SES Americom Colorado, Inc., and SES Americom,
Inc. as agent for each. Defined terms used in this Agreement have the meanings
specified herein.

                           ARTICLE 1. SERVICE PROVIDED

1.A. SCOPE.***

       SES Americom will enter into a contract (the "Construction Contract")
with Vendor for the construction of one *** satellite designated as the "AMC-14
Satellite", and will enter into a Launch Service Agreement for the launch of the
AMC-14 Satellite. SES Americom will provide to Customer, and Customer will pay
the applicable MRC for, and be entitled to utilize solely for the Intended Use,
the entire communications capacity (including all spare capacity) on the
Satellite in accordance with this Agreement (the "Service"). ***

       The Service will be provided in accordance with the terms and conditions
set forth in this Agreement, including Attachments A - D (as listed below),
which are hereby incorporated by reference in their entirety (collectively, the
"Agreement"). In the event of any conflict or inconsistency between the terms
and conditions set forth in the body of this Agreement and the terms and
conditions set forth in any Attachment hereto, then terms and conditions set
forth in the body of this Agreement shall control.

              Attachment A - Technical Performance Specifications
              Attachment B - ***
              Attachment C - ***
              Attachment D - ***

       Customer may use the Transponders for the transmission of digital
services, and for the transmission of analog services, but only to the extent
that all services are consistent with the then-current licenses and coordination
agreements for the applicable orbital location. SES Americom shall have no
obligation to modify existing licenses or coordination agreements or enter into
new coordination agreements to allow analog services.

1.B. TERMS RELATED TO CONSTRUCTION CONTRACT, LAUNCH SERVICE AGREEMENT, AND
INSURANCE.

1.B(1) SES Americom and Customer shall collaborate in good faith toward reaching
agreements on the technical performance criteria for the Service on the AMC-14
Satellite (the "Technical Performance Specifications") and other requirements
for, and toward the successful construction, insurance and launch of, the AMC-14
Satellite, *** Upon reaching agreement on the Technical Performance
Specifications for the AMC-14 Satellite in accordance with this Subsection
1.B(1), the parties shall mutually agree upon the necessary modifications to (x)
Attachment B ***, and (y) ***

       Subject to the parties' respective rights and obligations set forth in
the immediately preceding paragraph, the parties will use reasonable commercial
efforts to execute the Construction Contract and complete the Technical
Performance Specifications in accordance with the steps outlined in this
paragraph, with a goal toward executing the Construction Contract and completing
the Technical Performance Specifications no later than *** Upon completion, the
Technical Performance Specifications shall be attached hereto as Attachment A,
and shall be deemed to be incorporated by reference in their entirety. ***

***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                        1


                                                                  Execution Copy


1.B(2) SES Americom agrees to collaborate with and include Customer in all
significant decisions related to the Construction Contract, and to obtain
Customer's prior approval (which approval may be withheld in Customer's sole and
absolute discretion) prior to making any changes to the Technical Performance
Specifications, *** Subject to any applicable ITAR restrictions and Vendor's
standard security procedure requirements, Customer shall be permitted to
participate in and be present at: (a) reviews of each of Vendor's milestone
events leading up to launch of the Satellite; (b) Vendor's "Final Integration
and Test," "Pre-ship Review" and "Launch and In-Orbit Testing Sessions" (or
similar events if described differently in the Construction Contract); and (c)
informal Project Manager meetings and informal project level technical review
meetings. Participation by Customer as contemplated herein shall include
attendance by Customer employees and U.S. citizen representatives at such events
and meetings, consultation with Customer on engineering decisions that affect
the Satellite's performance (including the ability to meet the applicable
Technical Performance Specifications) and the review of relevant reports and
test results. When available to SES Americom and upon completion of any
necessary ITAR reviews and redactions, if applicable, SES Americom shall
distribute all design review documents to Customer. SES Americom shall also
instruct Vendor to make available to Customer employees and Customer's U.S.
citizen representatives access to all technical documents under the Construction
Contract, including without limitation the spacecraft performance specification,
subject to any applicable ITAR reviews and redactions. With reasonable prior
notice, SES Americom shall allow Customer, in the presence of SES Americom and
Vendor, to view program hardware in progress in accordance with Vendor's access
policies and procedures. Subject to any confidentiality restrictions set forth
in the Construction Contract, SES Americom shall afford Customer and Customer's
U.S. citizen representatives access, while accompanied by SES Americom, to all
work, including without limitation technical data and information, test data,
drawings, documentation, tooling, and manufacturing processes, testing and
hardware in progress, being performed at Vendor's facilities pursuant to the
Construction Contract at all times during the period of Construction Contract
performance, provided that such access does not unreasonably interfere with such
work or any other work. SES Americom shall afford Customer and Customer's U.S.
citizen representatives access, while accompanied by SES Americom, to work being
performed pursuant to the Construction Contract in Vendor's subcontractors'
facilities to the extent Vendor obtains such access, subject to the right of
Vendor and SES Americom to accompany Customer and Customer's U.S. citizen
representatives on any such visit and subject further to the execution by
Customer and Customer's U.S. citizen representatives of non-disclosure or
similar agreements as may be required by said subcontractors. SES Americom shall
use its reasonable commercial efforts to obtain Customer and Customer's U.S.
citizen representatives access, while accompanied by SES Americom, to the work
being performed pursuant to the Construction Contract in Vendor's
subcontractors' facilities. With respect to any access, documents or other
information that Vendor or SES Americom is obligated to provide to Customer's
U.S. citizen representatives under this Agreement, Customer shall be fully
responsible for, and shall indemnify and hold harmless SES Americom for any
losses, fines, penalties or liabilities arising from, any violation by Customer
or any of Customer's U.S. citizen representatives of any ITAR restrictions in
connection with access, documents or information so provided.

1.B(3) In the event that Customer requests a modification of any *** then SES
Americom will negotiate in good faith and in accordance with SES Americom's
duties and obligations under Subsection 3.A(11) with Vendor to implement such
modification. Customer acknowledges that any requested modification of the
Satellite would be subject to the change procedures set forth in the
Construction Contract and, to the extent such modification results in an
increase or decrease in price (including an increase or decrease in Incremental
Costs) or a change to the milestone schedule under the Construction Contract,
such increase or decrease in price (including an increase or decrease in
Incremental Costs) and/or the impact of such change to the milestone schedule
shall be passed through to Customer in the manner provided below. Customer
further acknowledges that any such modification may also require additional
approvals or authorizations from the FCC, which SES Americom shall use its
reasonable commercial efforts to obtain. The parties agree that the increase or
decrease in the Satellite Investment as a result of such a modification
requested by Customer will be reflected in the calculation of the MRC and that
the planned In-Service Date will be adjusted to reflect the change to the
milestone schedule in the Construction Contract.

***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       2

                                                                  Execution Copy


The parties agree to negotiate, in advance and in good faith, regarding any
other changes to this Agreement, if any, reasonably related to such
modifications, prior to implementing any such modifications. *** In the event
that, notwithstanding good faith negotiations, the parties are unable to agree
to the other changes, if any, to this Agreement reasonably related to such
modifications, no modifications to the Satellite will be made.

1.B(4) SES Americom agrees to collaborate with and include Customer in all
significant decisions related to the matters surrounding the Launch Service
Agreement, although the parties agree that SES Americom will make the final
decisions under the Launch Service Agreement (provided such decisions are
consistent with SES Americom's obligations under this Agreement and do not
adversely impact the rights of Customer under this Agreement). Subject to any
applicable ITAR restrictions, Customer employees and Customer's U.S. citizen
representatives shall be permitted to participate in reviews of each of the
launch service provider's milestone events with respect to launch of the
Satellite. Customer and Customer's guests may at Customer's expense attend the
launch of the Satellite.

1.B(5) To the extent that a failure by SES Americom to make payments in
accordance with the terms of the Construction Contract or the Launch Service
Agreement is the direct cause of a delay in the In-Service Date of the
Satellite, then in addition to any rights and remedies that Customer may have in
this Agreement, SES Americom will pay Customer ***

***

1.C. SERVICE TERM. The term for Service (the "Service Term") on any Satellite
*** shall commence on the In-Service Date for that Satellite, and, except as
otherwise provided herein, shall expire on the earlier of (1) ten years after
such In-Service Date (the "Initial Term"), or (2) the date that Satellite
becomes a Failed Satellite. The Service Term on any Satellite *** that is not a
Failed Satellite may be extended at Customer's sole option for successive
one-year periods (or a portion thereof in the case of the final extension) until
the Satellite reaches its End-of-Life (each an "Extended Term"), upon written
notice to SES Americom provided at least 180 days prior to the end of the
Initial Term and/or the then current Extended Term, and provided that, at the
time of each such extension, Customer is in full compliance with all of its
obligations under this Agreement.

1.D. SERVICE PRIORITIES. In the event of a Partial Loss, SES Americom shall
immediately initiate all commercially and technically reasonable measures,
consistent with protecting the Satellite and all services provided thereon, to
restore the Service as quickly as possible. Restoration shall be effected by
utilizing any available spare equipment on the Satellite to restore the Service
and/or the Transponder. If access to spare equipment on the Satellite is
required for more than one Transponder as a result of a single event or
simultaneous events, Customer will determine the preferred use of the spare
equipment, provided that Customer's decision does not adversely impact the
Satellite.

1.E. NOTICES. All notices regarding technical or operational matters requiring
immediate attention will be given by telephone to the telephone number set forth
below for Customer and the telephone number set forth in the User's Guide for
SES Americom and shall be followed by written notification. Any notice required
or permitted to be given hereunder shall be in writing and shall be sent by
facsimile transmission, or by first class certified mail, postage prepaid, or by
overnight courier service, charges prepaid, to the party notified, addressed to
such party at the address set forth below, or sent by facsimile to the fax
number set forth below, or such other address or fax number as such party may
have substituted by written notice to the other party. The sending of such
notice with confirmation of receipt thereof (in the case of facsimile
transmission) or receipt of such notice (in the case of delivery by mail or by
overnight courier service) shall constitute the giving thereof.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       3

                                                                  Execution Copy


         IF TO BE GIVEN TO CUSTOMER:        IF TO BE GIVEN TO SES AMERICOM:
         Attn: ***                          Attn: ***
         Vice President, Space Programs     General Counsel
         and Operations
         EchoStar Satellite Corporation     SES Americom, Inc.
         5701 South Santa Fe Drive          Four Research Way
         Littleton, CO  80120               Princeton, NJ  08540
         Fax #: ***                         Fax #: ***

         cc:  David K. Moskowitz, Esq.
         Senior Vice President &
         General Counsel
         (same address and fax number)

         ***

         ARTICLE 2. PAYMENTS AND OTHER CONSIDERATIONS/ FUTURE SATELLITES

2.A. ***

2.A(1) ***

2.B. MONTHLY RECURRING SERVICE CHARGE. Commencing on the In-Service Date, and
for the duration of the Service Term (including any Extended Terms) Customer
will pay to SES Americom for the Service a monthly recurring service charge (the
"MRC") with respect to the AMC-14 Satellite determined as of the In-Service Date
***

2.C. MRC ADJUSTMENTS/REFUNDS.

2.C(1) In the event of a Partial Loss (but not a Satellite Failure), Customer
shall be entitled to a refund of any MRC already paid, and a reduction of the
MRC to be paid, in either case applicable to the period of such Partial Loss
until either (a) such Partial Loss is restored through the use of spare
equipment on the Satellite, or (b) the Service Term ends, in an amount
calculated in accordance with the provisions in Attachment B hereto *** In the
event of a Satellite Failure for any reason whatsoever, Customer's obligation to
pay the MRC due for the period after the Satellite Failure shall automatically
terminate as of the date of the Satellite Failure, *** SES Americom will refund
to Customer any MRC paid for periods subsequent to the date of a Satellite
Failure, including the period between and including the date of the Satellite
Failure and the date upon which it is determined that a Satellite Failure has
occurred.

***

2.E. BILLING AND PAYMENT. On the In-Service Date, initial invoices for the MRC
will be issued for the first two months (or first partial month and subsequent
month, as applicable) of Service, and are payable within 15 Business Days after
the In-Service Date. Invoices for the MRC will thereafter be issued monthly
thirty (30) days in advance of the month in which Service is to be provided and
are payable on the first day of such month by wire transfer or Customer check as
per the remittance instructions on the respective monthly invoice (or, in the
event Customer has not received such invoice, in accordance with SES Americom's
most recent remittance instructions). Invoices for partial months will be
prorated on the basis of a 30-day month. On payments not received by the due
date, SES Americom will assess a late payment charge of the lesser of *** A
failure or delay by SES Americom to send an invoice will not relieve Customer
either of its obligation to pay on a timely basis for Service or of its
obligation to pay late payment charges in the event of late payment.

2.F. TAXES AND OTHER CHARGES. The MRC shall be exclusive of taxes, duties and
other fees or charges levied by governmental authorities on the Service or the
facilities used to provide the Service to Customer. Customer will pay directly
or reimburse SES Americom for all such taxes, duties and other fees or charges.
SES Americom represents that, as of the date hereof, it has no actual knowledge
of any taxes, duties or


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       4

                                                                  Execution Copy


other fees or charges (1) which would be levied on SES Americom by any
governmental authorities, (2) which would apply to the Service at the Orbital
Location or the Alternate Orbital Location or the facilities used to provide the
Service at the Orbital Location or the Alternate Orbital Location to Customer,
provided that the Service is used solely for its Intended Use, and (3) for which
SES Americom would seek reimbursement from Customer. Notwithstanding the
foregoing, in no event will Customer be liable for any taxes based upon or
measured by SES Americom's net income or property or employment taxes of SES
Americom or any license or permit fees imposed generally on SES Americom's use
of the Orbital Location or the Alternate Orbital Location, SES Americom's
operation of the Satellite or the facilities used to provide the Service.

2.G. TERMS APPLICABLE TO THE AMC-14 SATELLITE.

***

              ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.A. SES AMERICOM'S REPRESENTATIONS, WARRANTIES AND COVENANTS. SES Americom
hereby represents, warrants and covenants to Customer as follows:

3.A(1) It is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. It is duly licensed or qualified to do
business as a foreign corporation in all jurisdictions where the failure to be
so qualified would materially adversely affect its ability to perform its
obligations hereunder. It has all requisite corporate power and authority to own
its properties and carry on its business as now conducted.

3.A(2) The execution, delivery and performance (as provided herein) by SES
Americom of this Agreement has been duly authorized by all requisite corporate
action and will not violate any applicable provisions of law or any order of any
court or any agency of government and will not conflict with or result in a
breach under (a) its Articles of Incorporation or By-Laws, or (b) any material
agreement to which SES Americom is a party or by which it is bound.

3.A(3) SES Americom has not retained or authorized anyone to represent it as a
broker or finder in connection with this Agreement.

3.A(4) In connection with SES Americom's performance under this Agreement, SES
Americom shall comply in all material respects with all applicable laws,
regulations, or orders of any governmental entity, including without limitation
the FCC.

3.A(5) SES Americom (a) has filed, and will diligently prosecute, application(s)
with the FCC to launch and operate the AMC-14 Satellite *** in geostationary
orbit at the Orbital Location and (b) agrees to use reasonable commercial
efforts to acquire and maintain all necessary governmental authorizations or
permissions to operate the Satellite (including without limitation providing DBS
Service) at the Orbital Location in a manner consistent with the Technical
Performance Specifications and its Intended Use. SES Americom will comply in all
material respects with all applicable FCC and other governmental and
intergovernmental orders and regulations regarding the licensing and operation
of the Satellite ***. SES Americom shall use all reasonable efforts to resist
any move of the Satellite from the Orbital Location. In the event that SES
Americom is required by order of the FCC to change the Orbital Location or
because of an FCC order or for any other reason (provided that such order or
such other reason is not caused solely by the acts or failures to act of
Customer in compliance with its representations, warranties or covenants under
this Agreement) does not have the right to operate the Satellite at the Orbital
Location for the benefit of Customer in accordance with this Agreement and for
its Intended Use, then, effective at the time the Service is terminated for the
foregoing reason, Customer shall be entitled to terminate this Agreement without
any further liability to SES Americom.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       5

                                                                  Execution Copy


3.A(6) *** .

3.A(7) SES Americom will use reasonable commercial efforts to enter into
coordination agreements necessary for operation of the Satellite at the Orbital
Location and the Alternate Orbital Location consistent with (a) SES Americom's
obligations in Subsections 2.K(1)(c) and 2.K(6)(c) of the AMC-15 Agreement, (b)
the Technical Performance Specifications, and (c) the Intended Use (the
"Coordination Agreements") and, once executed, will not amend such coordination
agreements in a way that would adversely impact Customer without Customer's
prior written consent.

3.A(8) In accordance with requests made and instructions given by Customer, SES
Americom shall use commercially reasonable efforts, at Customer's reasonable
expense, to support Customer's efforts in obtaining any site licenses, earth
station authorizations and other necessary FCC and other governmental
authorizations to communicate with the Satellite for the Intended Use, provided
that SES Americom shall have no duty or obligation whatsoever under this
Subsection (8) to act or refrain from acting in any way that would materially
adversely impact SES Americom.

3.A(9) ***

3.A(10) SES Americom's Program Management for the Satellite will apply the same
degree of care as is normally applied by SES Americom to satellite construction
efforts for the other satellites owned by SES Americom.

3.A(11) ***

3.A(12) SES Americom will not amend the Construction Contract in a way that
would adversely impact Customer or terminate the Construction Contract without
the express written concurrence of Customer, provided that Customer's
concurrence shall not be required if notice has been given of the termination of
this Agreement.

3.A(13) ***

3.B. CUSTOMER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Customer hereby
represents, warrants and covenants to SES Americom as follows:

3.B(1) It is a corporation duly organized, validly existing and in good standing
under the laws of Colorado. It is duly licensed or qualified to do business as a
foreign corporation in all jurisdictions where the failure to be so qualified
would materially adversely affect its ability to perform its obligations
hereunder. It has all requisite corporate power and authority to own its
properties and carry on its business as now conducted.

3.B(2) The execution, delivery and performance (as provided herein) by Customer
of this Agreement has been duly authorized by all requisite corporate action and
will not violate any applicable provisions of law or any order of any court or
agency of government and will not conflict with or result in a breach under (a)
its Articles of Incorporation or By-Laws, or (b) any material agreement to which
Customer is a party or by which it is bound.

3.B(3) Customer has not employed or authorized anyone to represent it as a
broker or finder in connection with this Agreement.

3.B(4) In connection with Customer's performance under this Agreement, Customer
shall comply in all material respects with all applicable laws, regulations, or
orders of any governmental entity, including without limitation those governing
content of transmissions and all FCC license requirements.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       6

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3.B(5) Customer will properly illuminate and will use commercially reasonable
efforts to cause third parties that Customer authorizes to use the Service to
properly illuminate the Transponders.

3.B(6) Upon a written request therefor by SES Americom, but in no event more
often than once per calendar year, Customer shall provide to SES Americom a
certification duly executed by an officer of Customer, to the effect that
Customer's net long term assets (as defined under GAAP) reflected on Customer's
balance sheet for the immediately preceding calendar quarter exceed or are equal
to $1.2 Billion.

3.B(7) ***

3.C. ECHOSTAR COMMUNICATIONS CORPORATION REPRESENTATIONS, WARRANTIES AND
COVENANTS.

3.C(1) EchoStar Communications Corporation hereby represents, warrants, and
covenants, solely with respect to the obligation set forth in Subsection (2)
below, as follows:

              (a) It is a corporation duly organized, validly existing and in
good standing under the laws of Nevada. It is duly licensed or qualified to do
business as a foreign corporation in all jurisdictions where the failure to be
so qualified would materially adversely affect its ability to perform its
obligations hereunder. It has all requisite corporate power and authority to own
its properties and carry on its business as now conducted.

              (b) The execution, delivery and performance (as provided herein)
by EchoStar Communications Corporation of the obligation set forth in Subsection
(2) below has been duly authorized by all requisite corporate action and will
not violate any applicable provisions of law or any order of any court or agency
of government and will not conflict with or result in a breach under (a) its
Articles of Incorporation or By-Laws, or (b) any material agreement to which
EchoStar Communications Corporation is a party or by which it is bound.

3.C(2) In the event that Customer's net long term assets (as defined under GAAP)
reflected on Customer's balance sheet for any calendar quarter after the
Effective Date are less than $1.2 Billion, then EchoStar Communications
Corporation, or any successor entity thereto that is the ultimate parent of
Customer, shall become, effective at the end of such calendar quarter,
absolutely, irrevocably, unconditionally and continually obligated to SES
Americom to perform fully and timely all of the payment and other obligations
and covenants of Customer hereunder.

                       ARTICLE 4. SERVICE RESPONSIBILITIES

4.A. LAWS AND REGULATIONS GOVERNING SERVICE. Construction, launch, location and
operation of the Satellite, SES Americom's satellite system and SES Americom's
performance of all obligations pursuant to this Agreement are subject to all
applicable laws and regulations, including without limitation ITAR, as amended,
the Communications Act of 1934, as amended, the rules and regulations of the
FCC, and coordination agreements with other operators and administrations.

4.B. USE CONDITIONS.

4.B(1) Customer will use the Service in accordance with (a) all applicable laws
and regulations and (b) the conditions of use to be contained in a Commercial
Operations Systems User's Guide to be agreed to by the parties (the "User's
Guide"). Customer will not use the Service for any unlawful purpose, including
violation of laws governing the content of material transmitted using the
Service. If Customer's non-compliance with the preceding two sentences causes or
threatens, or other circumstances arise from Customer's use of the Service which
cause or threaten, damage to the Satellite, or if Customer's use of Service may
reasonably result in the institution of criminal proceedings, or administrative
proceedings that


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       7

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may result in sanctions or other non-monetary remedies, against SES Americom,
SES Global SA, or any Affiliates of either entity, SES Americom may take actions
(including suspension and/or restriction of Service) it reasonably believes
necessary to ensure Customer's compliance with the User's Guide or SES
Americom's compliance with law. SES Americom will provide Customer with advance
notice as reasonably practicable prior to taking any such action; provided that
the foregoing shall not preclude SES Americom from taking prompt action to
preserve its interests. SES Americom will also provide continuous monitoring of
the Satellite in accordance with generally accepted industry standards.

4.B(2) Customer shall be responsible for the failure of third parties (e.g.,
subcontractors) who Customer utilizes in conjunction with the Service
("Customer's Designees") to meet the requirements of Subsection (1) above as if
such failures were actions of Customer.

***

                         ARTICLE 5. OPERATIONAL MATTERS

5.A. SERVICE ACCESS. Customer is responsible for providing, operating and
maintaining the equipment necessary to access the Satellite and Service. At no
additional cost to Customer, SES Americom shall be responsible for providing
telemetry, tracking and control ("TT&C") service for the Satellite, and shall
perform TT&C service on the same standards as applied by SES Americom to the
rest of its satellite fleet. Customer at its expense shall provide SES Americom
with any descrambling or decoding devices that may be required for signal
monitoring. At a mutually agreed time, and prior to Customer transmitting from
its earth station(s), Customer will demonstrate to SES Americom's designated
Technical Operations Center that its earth station(s) comply with the satellite
access specifications contained in the User's Guide.

5.B. ACTION TO PROTECT SATELLITE. SES Americom shall have sole and exclusive
control of operation of the Satellite. If circumstances occur which in SES
Americom's reasonable judgment pose a threat to the stable operation of the
Satellite, SES Americom shall have the right to take action it reasonably
believes necessary to protect the Satellite, including discontinuance or
suspension of operation of the Satellite or any Transponder, without any
liability to Customer, except as otherwise set forth in this Agreement, *** If
the discontinuance or suspension of operation is permanent, then, if the
discontinuance applies to the entire Satellite, it shall be treated as a
Satellite Failure for purposes of Section 2.C, and if the discontinuance applies
to particular Transponders, it shall be treated as a Partial Loss for purposes
of Section 2.C. SES Americom shall give Customer as much notice as practical
under the circumstances of any such discontinuance or suspension. If it becomes
necessary to discontinue or suspend service on one or more Transponders on the
Satellite, and operational circumstances allow SES Americom to select the
Transponder or Transponders to be discontinued or suspended, SES Americom will
consult with Customer and implement Customer's preferred course of action, such
consultation to take place prior to action by SES Americom unless more immediate
action is necessary.

5.C. CERTAIN OTHER OPERATIONAL MATTERS.

***

                           ARTICLE 6. INDEMNIFICATION

6.A. BY CUSTOMER. ***

6.B. BY SES AMERICOM ***

6.C. SURVIVAL. The provisions of this Article 6 shall survive expiration or
termination of this Agreement indefinitely.

             ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


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7.A. WARRANTY DISCLAIMER. ***

7.B. LIMITATION OF LIABILITY.

.................................................................................

7.C. SURVIVAL. The provisions of this Article 7 shall survive expiration or
termination of this Agreement indefinitely.

                  ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE

8.A. CERTAIN INFORMATION REGARDING SERVICE. Except for disclosures required by a
court or governmental agency or to assignees permitted under Section 10.I, each
party hereby agrees not to disclose to third parties (without the prior written
consent of the other party) the material terms and conditions of this Agreement
(including but not limited to the prices, payment terms, schedules, protection
arrangements, and restoration provisions thereof), and all information provided
to Customer and SES Americom related to the design and performance
characteristics of the Satellite, and any subsystems or components thereof,
including the Transponders). Notwithstanding the foregoing, Customer (and not
SES Americom) may disclose to its third-party customers making use of the
Service, and SES Americom (and not Customer) may disclose to its third party
vendors and contractors providing services relating to the Satellite (including
but not limited to insurance and launch service providers), the Technical
Performance Specifications, the User's Guide, and the protection arrangements
and restoration provisions of the Service.

8.B. PROPRIETARY INFORMATION. To the extent that either party discloses to the
other any other information which it considers proprietary or is proprietary
information of a third party, in written or tangible form, said party shall
identify such information as proprietary when disclosing it to the other party
by marking it clearly and conspicuously as proprietary information. Any
proprietary disclosure to either party, if made orally, shall be identified as
proprietary information at the time of disclosure, if the disclosing party
wishes to keep such information proprietary under this Agreement. Any such
information disclosed under this Agreement shall be used by the recipient
thereof only in its performance under this Agreement.

       Neither party shall be liable for the inadvertent or accidental
disclosure of such information marked as proprietary, if such disclosure occurs
despite the exercising of the same degree of care as the receiving party
normally takes to preserve and safeguard its own proprietary information (but
not less than reasonable care) or if such information (1) is or becomes lawfully
available to the public from a source other than the receiving party before or
during the period of this Agreement, (2) is released in writing by the
disclosing party without restrictions, (3) is lawfully obtained by the receiving
party from a third party or parties without obligation of confidentiality, (4)
is lawfully known by the receiving party prior to such disclosure and is not
subject to any confidentiality obligations, or (5) is at any time lawfully
developed by the receiving party completely independently of any such disclosure
or disclosures from the disclosing party.

       In addition, neither party shall be liable for the disclosure of any
proprietary information which it receives under this Agreement pursuant to
judicial action or decree, or pursuant to any requirement of any Government or
any agency or department thereof, having jurisdiction over such party, provided
that in the reasonable opinion of counsel for such party such disclosure is
required, and provided further that such party, to the extent reasonably
practical, shall have given the other party notice prior to such disclosure.

       Customer and SES Americom agree to negotiate in good faith a three-party
non-disclosure agreement with Vendor for information to be disclosed related to
this Agreement.

8.C. SURVIVAL. The provisions of this Article 8 shall survive expiration or
termination of this Agreement indefinitely.

                             ARTICLE 9. TERMINATION


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

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9.A. TERMINATION FOR DEFAULT. In addition to any rights of termination provided
in other Articles of this Agreement, either party may terminate this Agreement
(a "Termination for Default") by giving the other party written notice thereof
in the event: (1) the other party materially breaches this Agreement (except for
a breach of Article 8) and fails to cure such breach within thirty (30) days
after receipt of written notice thereof (except that, if the breaching party
fails to pay amounts due hereunder, such cure period shall be reduced to twenty
(20) days for the second and subsequent failures in any one calendar year, and,
in lieu of termination, SES Americom may, in its sole discretion, suspend the
provision to Customer of the Service, with no liability to Customer); or (2) the
other party becomes insolvent or the subject of insolvency proceedings,
including without limitation if the other party is judicially declared insolvent
or bankrupt, or if any assignment is made of the other party's property for the
benefit of its creditors or if a receiver, conservator, trustee in bankruptcy or
other similar officer is appointed by a court of competent jurisdiction to take
charge of all or any substantial part of the other party's property, or if a
petition is filed by or against the other party under any provision of the
Bankruptcy Code now or hereafter enacted, and such proceeding is not dismissed
within sixty (60) days after filing, or if a petition is filed by the other
party under any provision of the Bankruptcy Code now or hereinafter enacted.

9.B. TERMINATION FOR CONVENIENCE. At any time after the In-Service Date,
Customer may terminate this Agreement for convenience (a "Termination for
Convenience"), by written notice to SES Americom, provided at least *** days
prior to the effective date of such termination, provided that, on the effective
date of such termination, Customer shall pay to SES Americom an amount equal to
*** The Termination Payment shall constitute Customer's sole obligation in the
event of a Termination for Convenience, and, for the avoidance of doubt,
Customer shall have no further duties or obligations to SES Americom hereunder,
except as expressly set forth in Subsection 9.F(2), provided that, except as
provided in Subsection 2.A(2), Customer understands and agrees that any attempt
to recover some or all of the Option Payment at any time or pay less than the
Termination Payment in connection with a Termination for Convenience would be a
breach of this Agreement and entitle SES Americom to terminate the Agreement for
breach under Section 9.A and recover the Termination Value.

9.C. TERMINATION FOR DELAY OR FORCE MAJEURE.

***

9.D. REFUNDS. In the event of the expiration of this Agreement pursuant to
Section 9.F(1), or in the event of termination by Customer or wrongful
termination by SES Americom pursuant to this Agreement, SES Americom shall
refund any portion of the MRC paid by Customer to SES Americom which relates to
Service not provided by SES Americom, and no further MRC or other amounts shall
be due for the period following expiration or termination. By way of
clarification, this Section 9.D shall not limit Customer's rights under this
Agreement, at law, in equity or otherwise, in the event of Termination for
Default or otherwise by Customer.

9.E. TERMINATION LIABILITY. ***

9.F. EXPIRATION OF AGREEMENT/ SURVIVAL.

***

9.F(2) Neither party shall have any further obligations or liability to the
other under this Agreement in the event of the termination or expiration of this
Agreement in accordance with this Article 9, except for any obligations or
liability (a) arising prior to such termination or expiration, (b) expressly
arising upon or as a result of such termination or expiration, (c) expressly
described in this Agreement as surviving such expiration or termination, or (d)
arising as a result of or in connection with the representations and warranties
in Article 3.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       10

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***

                         ARTICLE 10. GENERAL PROVISIONS

10.A. FORCE MAJEURE. If a Force Majeure Event under this Agreement has occurred
and is continuing, then the performance obligations of the party directly
affected by such Force Majeure Event under this Agreement shall be tolled for
the duration of such Force Majeure Event and such party shall not be liable to
the other by reason of any delay or failure in performance of this Agreement
which arises out of such Force Majeure Event; provided that the party directly
affected by such Force Majeure Event shall promptly take and continue to take
all reasonable actions to abate such Force Majeure Event as soon as possible. If
a payment is made late as a result of a Force Majeure Event (e.g., unscheduled
closure of the banking settlement system), then interest at 30-day LIBOR shall
be compounded monthly and paid from the due date until the date actually paid.
If Service is unavailable as a result of a Force Majeure Event affecting the
Satellite, then Customer's obligation to pay the MRC shall be suspended during
such period Service is unavailable and shall resume upon the Service becoming
available. A "Force Majeure Event" means acts of God, acts of the other party,
acts of government authority, strikes or other labor disturbances, or any other
cause beyond the reasonable control of that party, that (1) as to SES Americom,
relates to or affects its ability to provide the Service, or (2) as to either
party, relates to or affects that party's ability to make a payment.

10.B. NO IMPLIED LICENSE. The provision of services or the conveying of any
information under this Agreement shall not convey any license by implication,
estoppel or otherwise, under any patents or other intellectual property rights
of Customer or SES Americom, SES Global SA, and their Affiliates, contractors
and vendors (including Vendor).

10.C. NO THIRD-PARTY RIGHTS; NO FIDUCIARY RELATIONSHIP. Nothing contained in
this Agreement shall be deemed or construed by the parties or by any third party
to create any rights, obligations or interests in third parties; or to create
the relationship of principal and agent, partnership or joint venture or any
other fiduciary relationship or association among the parties.

10.D. NO WAIVER; REMEDIES CUMULATIVE. No waiver, alteration, or modification of
any of the terms of this Agreement will be binding unless in writing and signed
by all parties. All remedies and rights hereunder and those available in law or
in equity shall be cumulative and the exercise by a party of any such right or
remedy shall not preclude the exercise of any other right or remedy available
under this Agreement in law or in equity.

10.E. COSTS AND ATTORNEYS' FEES. In any action brought with respect to this
Agreement by one party hereto against the other party hereto, in addition to any
other money damages awarded by a court of competent jurisdiction, the prevailing
party shall be entitled to recover from the other party its reasonable costs,
including reasonable attorneys' fees, in successfully bringing or defending
against such action.

10.F. EXCLUSIVE JURISDICTION.

10.F(1) Each party hereby irrevocably and unconditionally (a) agrees that any
suit, action or proceeding against SES Americom by Customer with respect to this
Agreement shall be instituted only in the trial court of Princeton, New Jersey,
or the U.S. District Court for the District of New Jersey (and appellate courts
from any of the foregoing), as Customer may elect in its sole discretion, (b)
agrees that any suit, action or proceeding against Customer by SES Americom with
respect to this Agreement shall be instituted only in the trial court of Denver,
Colorado, or the U.S. District Court for the District of Colorado (and appellate
courts from any of the foregoing), as SES Americom may elect in its sole
discretion, (c) consents and submits, for itself and its property, to the
jurisdiction of such courts for the purpose of any such suit, action or
proceeding instituted against it by the other, and (d) agrees that a final
judgment in any such suit, action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

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10.F(2) Each party hereby irrevocably and unconditionally agrees that service of
all writs, process and summonses in any suit, action or proceeding pursuant to
Subsection 10.F(1) may be effected by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address for
notices pursuant to Section 1.E, such service to become effective 30 days after
such mailing, provided that nothing contained in this Subsection 10.F(2) shall
affect the right of either party to serve process in any other manner permitted
by law.

10.F(3) Each party hereby irrevocably and unconditionally (a) waives any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement brought in any
court specified in clause (a) or clause (b) of Subsection 10.F(1) (as
applicable), (b) waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum and (c)
agrees not to plead or claim either of the foregoing.

10.F(4) The provisions of this Section 10.F shall survive expiration or
termination of this Agreement indefinitely.

10.G. SPECIFIC PERFORMANCE. Each party recognizes that any material breach of
the terms of this Agreement would give rise to irreparable harm to the other
party for which money damages would not be an adequate remedy, and accordingly
agrees that, any term of this Agreement to the contrary notwithstanding, in
addition to all other remedies available to it, each party shall be entitled to
enforce the terms of this Agreement by a decree of specific performance against
the other party, in each case without the necessity of proving the inadequacy of
money damages, provided that Customer shall not be entitled to receive the
benefit of such specific performance with respect to any action by SES Americom
that would: (1) pose or allow to remain a threat to the health and stable
operation of the Satellite; or (2) result in a violation by SES Americom of any
applicable law or regulation, or any coordination agreement or requirement. Such
remedy shall not be deemed the exclusive remedy for breach of this Agreement,
but shall be in addition to all other remedies that a party may have at law, in
equity, under contract or otherwise. The provisions of this Section 10.G shall
survive expiration or termination of this Agreement indefinitely.

10.H. HEADINGS; SEVERABILITY; CUSTOMER PURCHASE ORDERS. All titles and headings
in this Agreement are for reference purposes only; they will not affect the
meaning or construction of the terms of this Agreement. If any part or parts of
this Agreement are held to be invalid, the remaining parts of the Agreement will
continue to be valid and enforceable. Customer agrees that any purchase order or
other similar document that Customer may issue in connection with this Agreement
will be for Customer's internal purposes only and, therefore, even if
acknowledged by SES Americom, will not in any way add to, subtract from, or in
any way modify the terms and conditions of this Agreement.

10.I. ASSIGNMENT. ***

10.J. INTER-PARTY WAIVER. Customer, on behalf of itself and its officers,
employees, Affiliates, agents, insurers, owners and customers, agrees to accept
the inter-party waiver and related indemnity provisions required by the
applicable Launch Services Agreement for a launch, modified so as to apply to
Customer and the launch services provider. SES Americom likewise, on behalf of
itself and its officers, employees, Affiliates, agents, insurers, owners and
customers, agrees to accept the inter-party waiver and related indemnity
provisions required by the applicable Launch Services Agreement for a launch,
modified so as to apply to SES Americom and the launch services provider. In no
event shall such inter-party waiver and related indemnity provisions have any
effect on the rights, obligations and liabilities of and between Customer and
SES Americom under this Agreement.

10.K. PUBLICITY. Neither party shall in any way or in any form publicize or
advertise in any manner this Agreement or the Services to be provided pursuant
to this Agreement without the express written approval (which shall not be
unreasonably withheld) of the other party, obtained in advance, for each item of
advertising or publicity. The foregoing prohibition shall include but not be
limited to news releases, letters,


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       12

                                                                  Execution Copy


correspondence, literature, promotional materials or displays of any nature or
form. Each request for approval hereunder shall be submitted in writing to the
representative designated in writing; and approval, in each instance, shall be
effective only if in writing and signed by said representative. Nothing herein
shall prevent either party from providing the FCC, or any other governmental
agency, information concerning this Agreement as required by law or in response
to a request for information by such governmental agency. Notwithstanding the
foregoing, either party may refer to the fact that SES Americom is providing the
Service to Customer without the other party's prior approval so long as such
statements are limited to a statement of such fact and are not an endorsement
(positive or negative) of any product or service.

10.L. ITAR. Information exchanged under this Agreement may be subject to U.S.
export control laws and regulations, such as the U.S. International Traffic in
Arms Regulations ("ITAR") or the Export Administration Act. The parties agree
that information subject to the export control laws and regulations shall not be
disclosed or transferred to a third party without first obtaining written
approval from the disclosing party and complying with all applicable U.S. export
control laws and regulations.

10.M. ENTIRE AGREEMENT. This Agreement contains the entire and exclusive
understanding between the parties concerning the subject matter hereof and
supersedes all prior communications and understandings between them relative to
the subject matter hereof.

                             ARTICLE 11. DEFINITIONS

         As used in this Agreement:

***

A.       "Affiliate" means, with respect to a party, any person or entity (1)
         10% or more of the capital securities which on an as-converted basis
         are owned by, or (2) directly or indirectly controlling, controlled by,
         or under common control with, such party at the time when the
         determination of affiliation is being made. For purposes of this
         definition, the term "control" (including the correlative meanings of
         the terms "controlled by" and "under common control with"), as used
         with respect to a person or entity, shall mean the possession, directly
         or indirectly, of the power to (a) direct or cause the direction of
         management policies of such person or entity, whether through the
         ownership of voting securities or by contract or otherwise, or (b)
         select a majority of the Board of Directors of such person or entity.

B.       "Agreement" shall have the meaning specified in Section 1.A.

C.       ***

D.       "AMC-14 Satellite" shall have the meaning specified in Section 1.A.

***

E.       "AMC-15 Agreement" shall mean the Satellite Service Agreement among the
         parties effective as of March 21, 2003, as previously amended by
         Amendment #1 effective as of July 10, 2003, and as such agreement may
         be amended in the future from time to time in accordance with its
         terms.

F.       "AMC-15 Satellite" shall have the meaning specified in Section 1.A of
         the AMC-15 Agreement.

***

G.       "Business Day" means Monday through Friday, 8:30 a.m. to 5:00 p.m.
         (local time in New York City, New York) exclusive of banking holidays
         observed in New York City.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       13

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H.       "Construction Contract" shall have the meaning specified in Section
         1.A.

I.       "Continuation Payments" shall have the meaning specified in Section
         9.G.

J.       "Coordination Agreements" shall have the meaning specified in
         Subsection 3.A(7).

K.       "Customer" shall have the meaning specified in the preamble paragraph.

***

L.       "Customer's Designees" shall have the meaning specified in Subsection
         4.B(2).

M.       "DBS Service" shall mean direct-to-home video services provided to
         residential and/or commercial subscribers ***

N.       "EIRP" shall mean the effective isotropic radiated power.

O.       "End-of-Life" means the date on which, in SES Americom's reasonable
         judgment, a satellite should be taken out of service because of
         insufficient fuel.

P.       "Effective Date" shall have the meaning specified in the preamble
         paragraph.

Q.       "Extended Term" shall have the meaning specified in Section 1.C.

***

R.       "Force Majeure Event" shall have the meaning specified in Section 10.A.

***

S.       "In-Service" means that the Satellite *** is deployed in an SES Orbital
         Location or a Customer Orbital Location, and, following SES Americom
         testing and verification of the entire Satellite, SES Americom
         determines in its reasonable business judgment that the Satellite or
         all usable capacity thereof, is ready for commercial operation in
         accordance with the applicable Technical Performance Specifications,
         provided that the Satellite is not a Satellite Failure. SES Americom
         agrees that it shall provide written notice of such determination to
         Customer on the date that SES Americom makes its determination.

T.       "In-Service Date" means the date on which the Satellite *** is
         In-Service.

U.       "Incremental Costs" shall have the meaning specified in Subsection
         2.G(7).

V.       "Initial Period" shall have the meaning specified in Subsection 2.I(1).

***

W.       "ITAR" shall have the meaning ascribed to that term in Section 10.L.

X.       "ITU" means the International Telecommunications Union.

Y.       "Launch Service Agreement" means the agreement to be executed between
         SES Americom and a launch provider for the launch of the Satellite.

***


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.

                                       14

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Z.       "MRC" shall have the meaning specified in Section 2.B.

***

AA.      "Orbital Location" shall have the meaning specified in Section 1.A.

BB.      "Partial Loss" shall mean any failure of a Transponder to operate in
         accordance with the Technical Performance Specifications that does not
         result in a Satellite Failure.

***

CC.      "Prime Rate" shall mean the "prime rate" of interest as shown in the
         Money and Investing Section of the Wall Street Journal as of the
         applicable date.

***

DD.      "Satellite" shall mean the AMC-14 Satellite ***

***

EE.      "Service" shall have the meaning specified in Section 1.A.

FF.      "Service Term" shall have the meaning specified in Section 1.C.

GG.      "SES Americom" shall have the meaning specified in the preamble
         paragraph.

***

HH.      "Technical Performance Specifications" shall have the meaning specified
         in Subsection 1.B(1).

II.      "Termination for Convenience" shall have the meaning specified in
         Section 9.B.

JJ.      "Termination for Default" shall have the meaning specified in Section
         9.A.

KK.      "Termination Payment" shall have the meaning specified in Section 9.B.

LL.      "Termination Value" shall have the meaning specified in Section 9.E.

MM.      "Transponder" means a communication path by which a signal is
         transmitted using the Satellite.

NN.      "TT&C" shall have the meaning specified in Section 5.A.

OO.      "User's Guide" shall have the meaning specified in Subsection 4.B(1).

***

This Agreement contains the complete and exclusive understanding of the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and agreements between the parties with respect thereto. To the extent that any
Attachment may be inconsistent with the text of the Agreement, the text of the
Agreement shall control.


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       15

                                                                  Execution Copy


ECHOSTAR SATELLITE CORPORATION            SES AMERICOM, INC., as agent for
                                          SES AMERICOM CALIFORNIA, INC.
                                          and SES AMERICOM COLORADO, INC.

By:                                       By:
    ---------------------------------         ----------------------------------
(Signature)                               (Signature)

Name:                                     Name:
      -------------------------------           --------------------------------
(Typed or Printed Name)                   (Typed or Printed Name)

Title:                                    Title:
       ------------------------------            -------------------------------

ECHOSTAR COMMUNICATIONS CORPORATION,
solely as to the obligation set forth
in Section 3.C of this Agreement

By:
    ---------------------------------
(Signature)

Name:
      -------------------------------
(Typed or Printed Name)

Title:
       ------------------------------


***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.


                                       16

                                                                    EXHIBIT 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                            Section 302 Certification

I, Charles W. Ergen, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of EchoStar
     Communications Corporation;


2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;


3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;


4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;


     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and


     c)   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected , or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and


5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):


     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and


     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date: November 10, 2003

       /s/  Charles W. Ergen
- ------------------------------------
Chairman and Chief Executive Officer

                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            Section 302 Certification

I, Michael R. McDonnell, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of EchoStar
     Communications Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected , or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


Date: November 10, 2003

               /s/  Michael R. McDonnell
- -------------------------------------------------
Senior Vice President and Chief Financial Officer

                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                            Section 906 Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of EchoStar
Communications Corporation (the "Company"), hereby certifies that the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the
"Report") fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.



                              Dated:   November 10, 2003
                                     ------------------------------------------

                              Name:   /s/ Charles W. Ergen
                                    -------------------------------------------

                              Title:    Chairman of the Board of Directors and
                                     ------------------------------------------
                                         Chief Executive Officer


A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.

                                                                    EXHIBIT 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            Section 906 Certification

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of EchoStar
Communications Corporation (the "Company"), hereby certifies that the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the
"Report") fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.



                              Dated:   November 10, 2003
                                     ------------------------------------------

                              Name:   /s/ Michael R. McDonnell
                                    -------------------------------------------

                              Title:  Senior Vice President and
                                     ------------------------------------------
                                         Chief Financial Officer


A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.