Exhibit 4.1


 


DISH DBS CORPORATION


 


5.125%
Senior Notes due 2029


 


INDENTURE


 


Dated
as of May 24, 2021


 


U.S.
Bank National Association


 


TRUSTEE


 



     


     


    







 


CROSS-REFERENCE TABLE


 


	
    TIA

    Section
	 	
    Indenture

    Section

	 	 	 
	310 	(a)(1)	 	7.10
		(a)(2)	 	7.10
		(a)(3)	 	N/A
		(a)(4)	 	N/A
		(a)(5)	 	7.10
		(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)	 	7.06
		(c)	 	7.06; 11.02
		(d)	 	7.06
	314 	(a)	 	4.03
		(a)(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(c)
	 	 	 
		(e)	 	6.11
	316	(a) (last sentence)	2.09
		(a)(1)(A)	 	6.05
		(a)(1)(B)	 	6.04
		(a)(2)	 	N/A
		(b)		6.07
		(c)	 	2.13
	317	 (a)(1)	 	6.08
		(a)(2)	 	6.09
		(b)	 	2.04
	318 	(a)	 	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.


 






     


     


    







 


Table
of Contents


 


	 	 	Page
	 	 	 
		ARTICLE 1	 
	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	SECTION 1.01.	Definitions	1
	 	 	 
	SECTION 1.02.	Other Definitions	19
	 	 	 
	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	24
	 	 	 
	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	36
	 	 	 
	SECTION 2.09.	Treasury Notes	36
	 	 	 
	SECTION 2.10.	Temporary Notes	36
	 	 	 
	SECTION 2.11.	Cancellation	37
	 	 	 
	SECTION 2.12.	Defaulted Interest	37
	 	 	 
	SECTION 2.13.	Record Date	37
	 	 	 
	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	38
	 	 	 
	SECTION 3.03.	Notice of Redemption	38
	 	 	 
	SECTION 3.04.	Effect of Notice of Redemption	39



 






     


     


    




 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 3.05.	Deposit of Redemption Price	39
	 	 	 
	SECTION 3.06.	Notes Redeemed in Part	39
	 	 	 
	SECTION 3.07.	Optional Redemption	40
	 	 	 
	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	44
	 	 	 
	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	51
	 	 	 
	SECTION 4.09.	Limitation on Incurrence of Indebtedness	52
	 	 	 
	SECTION 4.10.	Asset Sales	54
	 	 	 
	SECTION 4.11.	Limitation on Transactions with Affiliates	57
	 	 	 
	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 Event	61
	 	 	 
	SECTION 4.16.	Limitation on Activities of the Company	62
	 	 	 
	SECTION 4.17.	Intentionally Omitted	62
	 	 	 
	SECTION 4.18.	Accounts Receivable Subsidiary	62
	 	 	 
	SECTION 4.19.	Dispositions of DTLLC and Non-Core Assets	64
	 	 	 
	SECTION 4.20.	Payments for Consent	68
	 	 	 
	SECTION 4.21.	Termination or Suspension of Certain Covenants Under Certain Conditions	68



 









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Table
of Contents


(continued)


 





	 	 	Page
	 	 	 
	 	ARTICLE 5	 
	 	 	 
	 	SUCCESSORS	 
	 	 	 
	SECTION 5.01.	Merger, Consolidation, or Sale of Assets of the Company	68
	 	 	 
	SECTION 5.02.	Successor Corporation Substituted	69
	 	 	 
	 	ARTICLE 6	 
	 	 	 
	 	DEFAULTS AND REMEDIES	 
	 	 	 
	SECTION 6.01.	Events of Default	70
	 	 	 
	SECTION 6.02.	Acceleration	71
	 	 	 
	SECTION 6.03.	Other Remedies	72
	 	 	 
	SECTION 6.04.	Waiver of Past Defaults	72
	 	 	 
	SECTION 6.05.	Control by Majority	72
	 	 	 
	SECTION 6.06.	Limitation on Suits	72
	 	 	 
	SECTION 6.07.	Rights of Holders of Notes to Receive Payment	73
	 	 	 
	SECTION 6.08.	Collection Suit by Trustee	73
	 	 	 
	SECTION 6.09.	Trustee May File Proofs of Claim	73
	 	 	 
	SECTION 6.10.	Priorities	74
	 	 	 
	SECTION 6.11.	Undertaking for Costs	74
	 	 	 
	 	ARTICLE 7	 
	 	 	 
	 	TRUSTEE	 
	 	 	 
	SECTION 7.01.	Duties of Trustee	75
	 	 	 
	SECTION 7.02.	Rights of Trustee	76
	 	 	 
	SECTION 7.03.	Individual Rights of Trustee	77
	 	 	 
	SECTION 7.04.	Trustee’s Disclaimer	77
	 	 	 
	SECTION 7.05.	Notice of Defaults	77
	 	 	 
	SECTION 7.06.	Reports by Trustee to Holders of the Notes	77
	 	 	 
	SECTION 7.07.	Compensation and Indemnity	78
	 	 	 
	SECTION 7.08.	Replacement of Trustee	78
	 	 	 
	SECTION 7.09.	Successor Trustee by Merger, Etc	80



 



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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 7.10.	Eligibility; Disqualification	80
	 	 	 
	SECTION 7.11.	Preferential Collection of Claims Against Company	80
	 	 	 
	 	ARTICLE 8	 
	 	 	 
	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	80
	 	 	 
	SECTION 8.02.	Legal Defeasance and Discharge	80
	 	 	 
	SECTION 8.03.	Covenant Defeasance	81
	 	 	 
	SECTION 8.04.	Conditions to Legal or Covenant Defeasance	81
	 	 	 
	SECTION 8.05.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	83
	 	 	 
	SECTION 8.06.	Repayment to Company	83
	 	 	 
	SECTION 8.07.	Reinstatement	84
	 	 	 
	 	ARTICLE 9	 
	 	 	 
	 	AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	SECTION 9.01.	Without Consent of Holders of Notes	84
	 	 	 
	SECTION 9.02.	With Consent of Holders of Notes	85
	 	 	 
	SECTION 9.03.	Compliance with Trust Indenture Act	86
	 	 	 
	SECTION 9.04.	Revocation and Effect of Consents	86
	 	 	 
	SECTION 9.05.	Notation on or Exchange of Note	86
	 	 	 
	SECTION 9.06.	Trustee to Sign Amendments, Etc	87
	 	 	 
	 	ARTICLE 10	 
	 	 	 
	 	GUARANTEES	 
	 	 	 
	SECTION 10.01.	Guarantee	87
	 	 	 
	SECTION 10.02.	Execution and Delivery of Guarantees	89
	 	 	 
	SECTION 10.03.	Merger, Consolidation or Sale of Assets of Guarantors	89
	 	 	 
	SECTION 10.04.	Successor Corporation Substituted	90
	 	 	 
	SECTION 10.05.	Releases from Guarantees	90



 



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Table
of Contents





(continued)


 





	 	 	Page
	 	 	 
	 	ARTICLE 11	 
	 	 	 
	 	MISCELLANEOUS	 
	 	 	 
	SECTION 11.01.	Trust Indenture Act Controls	91
	 	 	 
	SECTION 11.02.	Notices	91
	 	 	 
	SECTION 11.03.	Communication by Holders of Notes with Other Holders of Notes	92
	 	 	 
	SECTION 11.04.	Certificate and Opinion as to Conditions Precedent	92
	 	 	 
	SECTION 11.05.	Statements Required in Certificate or Opinion	92
	 	 	 
	SECTION 11.06.	Rules by Trustee and Agents	93
	 	 	 
	SECTION 11.07.	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders	93
	 	 	 
	SECTION 11.08.	Governing Law	93
	 	 	 
	SECTION 11.09.	No Adverse Interpretation of Other Agreements	93
	 	 	 
	SECTION 11.10.	Successors	93
	 	 	 
	SECTION 11.11.	Severability	93
	 	 	 
	SECTION 11.12.	Counterpart Originals and Electronic Execution	94
	 	 	 
	SECTION 11.13.	Table of Contents, Headings, Etc	94
	 	 	 
	SECTION 11.14.	U.S.A. Patriot Act	94
	 	 	 
	SECTION 11.15.	Force Majeure	94



 






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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


 






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INDENTURE,
dated as of May 24, 2021, among DISH DBS Corporation, a Colorado corporation
(the “Company”), the Guarantors (as hereinafter defined) and U.S. Bank National Association, a national banking 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 5.125% Senior Notes due 2029.


 


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 initially equal to the outstanding principal amount of the Notes initially sold by the Company in reliance on Rule 144A.


 


“2011 DDBS Notes”
means the $2,000,000,000 aggregate principal original issue amount of 6.75% Senior Notes due 2021 issued by the Company.


 


“2011
DDBS Notes Indenture” means the indenture dated as of May 5, 2011 between the Company and Wells Fargo Bank, National Association,
as trustee, as the same may be amended, modified or supplemented from time to time.


 


“2012
DDBS Ten-Year Notes” means the $2,000,000,000 aggregate principal original issue amount of 5.875% Senior Notes due 2022
issued by the Company.


 


“2012 DDBS Ten-Year
Notes Indenture” means the indenture dated as of May 16, 2012 relating to the 5.875% Senior Notes due 2022 between the
Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


“2012 December DDBS
Notes” means the $1,500,000,000 aggregate principal original issue amount of 5% Senior Notes due 2023 issued by the Company.


 








    1 


     


    

 


“2012 December DDBS
Notes Indenture” means the indenture dated as of December 27, 2012 relating to the 5% Senior Notes due 2023 between the
Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


“2014 DDBS Notes”
means the $2,000,000,000 aggregate principal original issue amount of 5.875% Senior Notes due 2024 issued by the Company.


 


“2014 DDBS Notes Indenture”
means the indenture dated as of November 4, 2014 relating to the 5.875% Senior Notes due 2024 between the Company and U.S. Bank National
Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


“2016 DDBS Notes”
means the $2,000,000,000 aggregate principal issue amount of 7.75% Senior Notes due 2026 issued by the Company.


 


“2016 DDBS Notes Indenture”
means the indenture dated as of June 13, 2016 relating to the 7.75% Senior Notes due 2026 between the Company and U.S. Bank National
Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


“2020 DDBS Notes”
means the $1,000,000,000 aggregate principal issue amount of 7.375% Senior Notes due 2028 issued by the Company.


 


“2020 DDBS Notes Indenture”
means the indenture dated as of July 1, 2020 relating to the 7.375% Senior Notes due 2028 between the Company and U.S. Bank National
Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


“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; 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.


 






    2


     


    

 


“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 no
individual, other than a director of DISH Network or the Company or an officer of DISH Network 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 DISH Network, 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 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.


 






    3


     


    

 


“Business Day”
means any day other than a Legal Holiday.


 


“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 two years 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-2, A-2 or better or the equivalent thereof by Moody’s or S&P, respectively,
and in each case maturing within twelve 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 DISH Network Corporation; (b) the first day on which a majority
of the members of the Board of Directors of DISH Network Corporation are not Continuing Directors; or (c) any time that DISH Network
Corporation shall cease to beneficially own 100% of the Equity Interests of the Company.


 


“Change of Control
Event” means the occurrence of a Change of Control and a Rating Decline.


 


“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 Finance 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.


 






    4


     


    

 


“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 on 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 DISH Network Corporation 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.


 






    5


     


    

 


“Corporate
Trust Office” shall be at the address of the Trustee specified in Section 11.02 of this Indenture, such
other address as to which the Trustee may give notice to the Company or the designated corporate trust office of any successor trustee.


 


“Custodian”
means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto.


 


“DBS” means
direct broadcast satellite.


 


“DDBS
Notes” means the 2011 DDBS Notes, the 2012 DDBS Ten-Year Notes, the 2012 December DDBS Notes, the 2014 DDBS Notes,
the 2016 DDBS Notes and the 2020 DDBS Notes.


 


“DDBS
Notes Indentures” means the 2011 DDBS Notes Indenture, the 2012 DDBS Ten-Year Notes Indenture, the 2012 December DDBS
Notes Indenture, the 2014 DDBS Notes Indenture, the 2016 DDBS Notes Indenture and the 2020 DDBS Notes Indenture.


 


“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 of this Indenture in an aggregate principal amount not to exceed $400 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.


 


“DISH”
means the DISH® branded pay-TV service of the Company and its Subsidiaries.


 


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


 


“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.


 



    6


     


    




 


“DNCC” means
DISH Network Credit Corporation, a Colorado corporation.


 


“DNLLC” means
DISH Network L.L.C., a Colorado limited liability company.


 


“DTLLC”
means DISH Technologies L.L.C., a Colorado limited liability company.


 


“EchoStar”
means EchoStar Corporation, a Nevada corporation.


 


“EchoStar I”
means the Company’s high-powered direct broadcast satellite as identified in DISH Network’s Annual Report on Form 10-K
for the year ended December 31, 2011 and consolidated financial statements included therein.


 


“EchoStar II”
means the Company’s high-powered direct broadcast satellite identified in DISH Network’s Annual Report on Form 10-K for
the year ended December 31, 2008 and consolidated financial statements included therein.


 


“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).


 


“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) of this Indenture 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 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.


 






    7


     


    

 


“Finance
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.


 


“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, 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 of this Indenture, 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.


 


“Guarantee”
means a guarantee by a Guarantor of the Notes.


 


“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.


 






    8


     


    

 


“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 finance 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.


 


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


 


“Initial
Notes” means the $1,500,000,000 aggregate principal amount of 5.125% Senior
Notes due 2029 of the Company issued under this Indenture on the Issue Date.


 


“Initial
Purchasers” means, with respect to the Notes, Morgan Stanley & Co. LLC and Deutsche Bank Securities
Inc.


 


“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.


 






    9


     


    

 


“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 May 24, 2021, 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, at a place of payment
or in the state in which the Corporate Trust Office is located 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 or corporate securities maturing not more than 18 months
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 3.75 times the Trailing Cash Flow Amount, or, if greater and (i) following a Fall Away Event or (ii) during a period in
which covenants do not apply as a result of the occurrence of the event described in the second paragraph of Section 4.21 of this
Indenture, 15% of the Company’s Consolidated Net Tangible Assets.


 


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation.


 


“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).


 



    10


     


    




 


“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.


 


“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; (2) all intangible present and possible future authorizations, rights,
interests and other intangible assets related to the fixed satellite service in the Ku-band, extended Ku-band, Ka-band and C-band held
by the Company and/or any of its Subsidiaries at any time; (3) all present and possible future intangible authorizations, rights,
interests and other intangible assets related to any mobile satellite service held by the Company and/or any of its Subsidiaries at any
time; (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
of this Indenture.


 


“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.


 






    11


     


    

 


“Offering”
means the offering of the Notes pursuant to the Offering Memorandum.


 


“Offering
Memorandum” means the Offering Memorandum, dated as of May 10, 2021, 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 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, a Person who has an account with the Depositary.


 


“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 and Liens securing any Guarantee;


 


(b)            Liens
securing the Deferred Payments;


 


(c)            Liens
securing any Indebtedness permitted under Section 4.09 of this Indenture; provided that such Liens under this clause (c) shall
not secure Indebtedness in an amount exceeding the Maximum Secured Amount at the time that such Lien is incurred;


 


(d)            Liens
securing Purchase Money Indebtedness; provided that such Indebtedness was permitted to be incurred by the terms of this Indenture
and such Liens do not extend to any assets of the Company or its Restricted Subsidiaries other than the assets so acquired;


 






    12


     


    

 


(e)            Liens
securing Indebtedness the proceeds of which are used to develop, construct, launch or insure any satellites other than EchoStar I and
EchoStar II; 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;


 


(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 in 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 $100 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 $50 million;


 






    13


     


    

 


(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 Finance Lease Obligations; provided that such Finance Lease Obligation is permitted under
the other provisions of this Indenture;


 


(r)            Liens
permitted to be incurred under the DDBS 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 further 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 of this Indenture 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 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).


 



    14


     


    




 


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


 


“Rating Agency”
or “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.


 


“Rating Decline”
means the occurrence on any date from and after the date of the public notice by the Company or another Person seeking to effect a Change
of Control of an arrangement that, in the Company’s good faith judgment, is expected to result in a Change of Control until the
end of the 60 day period following public notice of the occurrence of a Change of Control or abandonment of the expected Change of Control
transaction (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible
downgrade by any Rating Agency) of a decline in the rating of the Notes by either Rating Agency by at least one notch in the gradation
of the rating scale (e.g., + or – for S&P or 1, 2 and 3 for Moody’s) from such Rating Agency’s rating of the Notes.


 


“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, dated as of May 24, 2021, by and among
the Company, the Guarantors and the Initial Purchasers, 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 by the Company in reliance on Rule 903
of Regulation S.


 






    15


     


    

 


“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 Office of the Trustee (or
any successor group of the Trustee), including any vice president, trust officer 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 such officer’s 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.


 


“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 Services, a division of The McGraw Hill Companies, Inc.


 


“Satellite
Receiver” means any satellite receiver capable of receiving programming from the DISH service.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 






    16


     


    

 


“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 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, except as provided in Section 9.03 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.


 


“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.


 






    17


     


    

 


“Unrestricted Subsidiary”
or “Unrestricted Subsidiaries” means: (A) Wright Travel Corporation, DISH Real Estate Corporation V, WS Acquisition
L.L.C. and Echosphere De Mexico S. De R.L. De C.V.; 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 DNLLC nor Echosphere L.L.C. 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 DTLLC 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 evidenced by a resolution of the Board of Directors and set forth in an Officers’
Certificate delivered to the Trustee no later than ten business days following a request from the Trustee, which certificate shall cover
the six months preceding the date of the request) of such Subsidiary and to have incurred all Indebtedness of such Unrestricted Subsidiary.
An Unrestricted Subsidiary may be designated as a Restricted Subsidiary of the Company if, at the time of such designation after giving
pro forma effect thereto, no Default or Event of Default shall have occurred or be continuing.


 


“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.





 


	Term	Defined 

in Section
	“Affiliate Transaction”	4.11
	“Asset Sale”	4.10(b)
	“Authentication Order”	2.02
	“Change of Control Offer”	4.15
	“Change of Control Payment”	4.15
	“Change of Control Payment Date”	4.15(b)
	“Company”	Preamble
	“Covenant Defeasance”	8.03
	“DTC”	2.01
	“DTLLC Amount Due”	4.19(a)
	“Event of Default”	6.01
	“Excess Proceeds”	4.10
	“Excess Proceeds Offer”	3.08
	“Fall Away Event”	4.21
	“Fall Away Covenants”	4.21
	“incur”	4.09
	“Legal Defeasance”	8.02
	“Make-Whole Premium”	3.07
	“Non-Core Asset Amount Due”	4.19(a)
	“Offer Amount”	3.08
	“Offer Period”	3.08
	“Paying Agent”	2.03
	“Payment Default”	6.01(f)
	“Payout”	4.19
	“Permitted Refinancing”	4.09(12)(C)
	“Purchase Date”	3.08
	“Refinancing Indebtedness”	4.09(12)
	“Registrar”	2.03
	“Restricted Payments”	4.07(e)
	“Suspension Period”	4.12
	“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.


 






    19


     


    

 


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 subject or usage. Each Note shall be dated the date of its authentication.
The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 






    20


     


    

 


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.


 






    21


     


    

 


Except as permitted by Section 2.06(g) of
this Indenture, 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 ONE
YEAR 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, electronic or facsimile signature. The Company’s
seal may 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 or electronic signature of the Trustee. The signature of the Trustee
shall be conclusive evidence that the Note has been authenticated under this Indenture.


 






    22


     


    

 


The
Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $1,500,000,000,
(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 of this Indenture, 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 (a) 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
of this Indenture, and (b) an authentication order specifying 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 (“Authentication Order”). 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 in writing 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 in writing 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 of this Indenture.


 






    23


     


    

 


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 in writing 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 or (iii) there shall have occurred and be continuing
a Default or an Event of Default under this Indenture and the Depositary shall have so requested. In any such case, the Company will notify
the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interest in such Global Note, Certificated
Notes will be issued to each Person that such Participants and Indirect Participants and DTC identify as being the beneficial owner of
the related Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this
Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06. However, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) of this Indenture.


 






    24


     


    

 


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


 






    25


     


    

 


(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 of this Indenture, 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) of this Indenture, 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;


 






    28


     


    

 


(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 of this Indenture, 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) of
this Indenture, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) of this Indenture, 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.


 






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(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;


 






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(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
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).


 






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



 






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(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 of this Indenture, 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.


 






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(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 of this Indenture. 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, the principal amount of Notes on 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 written order or at the Registrar’s written 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 of this Indenture).


 


(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.


 






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(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 the mailing of a notice of redemption of Notes for redemption under Section 3.02
of this Indenture and ending at the close of business on the day of such mailing 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 or incur any liability
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.


 


(ix)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


(x)            Neither
the Trustee nor any Agent shall have any responsibility or incur any liability for any actions taken or not taken by the Depositary.


 


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 losses, claims or liabilities 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.


 






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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 2.08 as not outstanding.


 


If a Note is replaced pursuant
to Section 2.07 of this Indenture, 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 of this Indenture, it shall cease to be outstanding and interest on it shall cease to
accrue.


 


Subject to Section 2.09
of this Indenture, 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 conclusively relying on any such direction, waiver or consent, only
Notes which a Responsible Officer actually 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.


 






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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 dispose of canceled Notes in accordance with its then customary
procedures (subject to the record retention requirement of the Exchange Act), unless the Company directs in writing 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 disposed of and certification of their disposition shall, at
the Company’s written request, be delivered to the Company, unless by a written order, signed by two Officers of the Company, the
Company shall direct that canceled Notes be returned to it.


 


SECTION 2.12.Defaulted
Interest.


 


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





 


SECTION 2.13.Record Date.


 


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


 


SECTION 2.14.CUSIP Number.


 


The Company in issuing the Notes
may use a “CUSIP” number and, if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as
a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy
of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed
on the Notes. The Company will promptly notify the Trustee in writing 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 of this Indenture, it shall furnish
to the Trustee, at least 15 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 of this Indenture,
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.


 






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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 $2,000 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 10 and not 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 $2,000 or whole multiples of $1,000 in excess
thereof; 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 equal to $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.





 


SECTION 3.03.Notice of
Redemption.


 


Subject
to the provisions of Section 3.08 of this Indenture, at least 10 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 (including CUSIP numbers) 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;


 






    38


     


    

 


(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 written
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 of this Indenture, 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.


 






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SECTION 3.07.Optional
Redemption.


 


Except
as provided below, the Notes are not redeemable at the option of the Company prior to June 1, 2029.


 


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
10 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


 


(B)            the
principal amount that, but for the redemption, would have been payable on 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 Morgan Stanley &
Co. LLC or, if such firm fails to make such calculation, by an independent investment banking institution of national standing appointed
by the Trustee (it being understood that the Trustee’s agreement to appoint such an institution is a matter of courtesy and accommodation
only and the Trustee shall not be liable to any person as a result).


 






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For
purposes of determining the Make-Whole Premium, “Treasury Yield” shall mean, at the time of computation, the
weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is
available as of the date that is two business days prior to the redemption date) of the yield to maturity of United States Treasury Securities
with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during
such week or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal
to the period from the redemption date to the stated maturity of the Notes; provided, however, that if the period from the
redemption date to the stated maturity of the Notes is not equal to the constant maturity of a United States Treasury Security for which
such a yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the redemption
date to the stated maturity of the Notes is less than one year, the weekly average yield on actively traded United States Treasury Securities
adjusted to a constant maturity of one year shall be used.


 


Notwithstanding the foregoing,
(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 (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 June 1, 2024, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 105.125% of the principal amount thereof, 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 DISH Network, regardless of whether DISH Network obtained such funds from an offering of Equity Interests or Indebtedness of DISH Network
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 of this Indenture 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.


 






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


 


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





 


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


 


(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 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;


 






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(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 $2,000,
or integral multiples of $1,000 in excess 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 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 of this Indenture.


 


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.


 






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


 


SECTION 4.02.Maintenance
of Office or Agency.


 


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


 


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


 


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


 


SECTION 4.03.Reports.


 


(a)           In
the event (i) that the Company is no longer subject to the reporting requirements of Section 13(a) and 15(d) under
the Exchange Act and (ii) any Notes are outstanding, the Company will furnish to the Holders of the Notes all quarterly and annual
financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required
to file such forms and, with respect to the annual information only, a report thereon by our independent registered public accounting
firm.


 


(b)           The
Company shall provide the Trustee with a sufficient number of copies of all 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 of this Indenture (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.


 






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(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 DISH Network, 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;


 






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(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;


 


(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)            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


 






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(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 DISH Network, or from the issue or sale (including an issue or sale to DISH Network)
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;


 






    47


     


    

 


(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 DISH Network or from the substantially concurrent issue or sale (including to
DISH Network) 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 proceeds
from the sale, conveyance or other disposition of any such Investment; provided, however, that the foregoing sum shall not
exceed, with respect to any Person in whom such Investment was made, the amount of Investments previously made by the Company or any Restricted
Subsidiary in such Person pursuant to this clause (3);


 


(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 DISH Network 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 DISH Network, or Capital Stock of DISH Network 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 DISH Network or from the issue and sale (including a sale to DISH Network) of Equity Interests
(other than Disqualified Stock) of the Company (other than Equity Interests issued or sold to a Subsidiary of DISH Network), 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, 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 (7) in each case, provided that such Investments are in businesses of the type described under Section 4.16
of this Indenture;


 






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(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
$700 million;


 


(10)          cash
dividends or distributions to DISH Network to the extent required for the purchase of odd-lots of Equity Interests of DISH Network, 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 occurring any time after December 28, 2001; 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 any of the DDBS 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 $500 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 DISH Network or a Subsidiary of DISH Network;


 


(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;


 






    49


     


    

 


(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 DISH Network);


 


(18)            amounts
paid by the Company to DISH Network 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 contained in the DDBS Notes Indentures) 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) (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 contained in any DDBS Notes Indenture), (14), (15), (17), (18) or (19) shall not be included
as Restricted Payments in any computation made pursuant to clause (iii) of the first paragraph of this Section 4.07.


 


If the Company or any Restricted
Subsidiary makes an Investment that 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.


 






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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.


 


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 its Subsidiaries;


 


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


 


(c)            transfer
any of its properties or assets to the Company or any of its Subsidiaries; except for such encumbrances or restrictions existing under
or by reasons of:





 


(i)            Existing
Indebtedness and existing agreements as in effect on 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)          this
Indenture or any of the Notes;


 






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(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 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 Acquired Subscriber.


 


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





 


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


 


(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;


 






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(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 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, including without limitation 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;


 


(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 call centers 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;


 






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(14)          Indebtedness
under Finance Lease Obligations of the Company or any Guarantor with respect to no more than seven 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 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 Section 5.01 of this Indenture);
or


 





(b)            issues
or sells Equity Interests of any Restricted Subsidiary (other than any issue or sale of Equity Interests of DTLLC or a Subsidiary which
constitutes a Non-Core Asset permitted under Section 4.19 of this Indenture);


 






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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 Officers’ 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 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 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).


 






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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 the Notes or the DDBS 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 DISH Network pursuant to any of the DDBS 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 DISH Network 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 DISH Network, 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 and “Restricted Payments” permitted under Section 4.07 of this
Indenture shall not be subject to the requirements of this Section 4.10.


 






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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 DISH Network and its Subsidiaries;


 


(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;


 






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(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 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 this 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 DISH Network 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 DISH Network and its Affiliates;


 


(xii)          the
disposition of assets of the Company and its Restricted Subsidiaries in exchange for assets of DISH Network 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;


 






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


 


(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; and


 


(xv)          any
transactions with EchoStar or any of its controlled Affiliates that have been approved by a majority of the members of the audit committee
of DISH Network Corporation or a special committee of the board of directors of DISH Network Corporation consisting solely of members
of the board of directors of DISH Network Corporation who are not directors, officers or employees of EchoStar or any of its controlled
Affiliates


 


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. Solely for purposes of this Section 4.12, at any time following a Fall Away Event or during any period (a “Suspension
Period”) during which specified covenants do not apply pursuant to the second paragraph of Section 4.21 of this Indenture,
 “Restricted Subsidiaries” shall mean the Restricted Subsidiaries on the Business Day immediately prior to the date of the
Fall Away Event or the first day of the applicable Suspension Period, as the case may be.


 


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 April 1 of each year or ten Business Days following a request from the Trustee,
which Officers’ Certificate shall cover the six months preceding April 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


 






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(ii)           deliver
to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee stating that such supplemental indenture and Guarantee have
been duly authorized, executed and delivered by and are valid and legally 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 April 1 and October 1 of each year or ten Business Days
following a request from the Trustee, which Officers’ Certificate shall cover the six months preceding April 1, October 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 April 1 and October 1
of each year or ten Business Days following a request from the Trustee, which Officers’ Certificate shall cover the six months
preceding such April 1, October 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, 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 of this Indenture, 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 Sections 4.10 and 4.19 of this Indenture, 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.


 






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SECTION 4.15.Offer to
Purchase Upon Change of Control Event.


 


Upon the occurrence of a Change
of Control Event, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes
to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess 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 30 days following any Change of Control Event, the Company
shall mail a notice to each Holder stating:


 


(a)            that
the Change of Control Offer is being made pursuant to Section 4.15 of this Indenture;


 


(b)            the
purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 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 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 $2,000 in principal amount or an integral multiple of $1,000 in excess
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 Event.


 






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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.


 


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);


 






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(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 its or their respective properties or
assets (other than the accounts receivable sold by them to an Accounts Receivable Subsidiary) to the satisfaction of any liability or
obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of an Accounts Receivable
Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to an Accounts Receivable Subsidiary,
other 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 acquirors of accounts receivable or participation
interests therein, to the extent not applied to:


 


(i)            pay
interest or principal on the Accounts Receivable Subsidiary Notes or any Indebtedness of such Accounts Receivable Subsidiary owed to the
Company;


 


(ii)           pay
or maintain reserves for reasonable operating expenses of such Accounts Receivable Subsidiary or to satisfy reasonable minimum operating
capital requirements; or


 






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(iii)          to
finance the purchase of additional accounts receivable of the Company and its Subsidiaries; and


 


(h)           shall
not, and shall not permit any of its Subsidiaries to, sell accounts receivable to, or enter into any other transaction with or for the
benefit of, an Accounts Receivable Subsidiary:


 


(i)            if
such Accounts Receivable Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A)          commences
a voluntary case;


 


(B)           consents
to the entry of an order for relief against it in an involuntary case;


 


(C)          consents
to the appointment of a custodian of it or for all or substantially all of its property;


 


(D)          makes
a general assignment for the benefit of its creditors; or


 


(E)           generally
is not paying its debts as they become due; or


 


(ii)           if
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)          is
for relief against such Accounts Receivable Subsidiary in an involuntary case;


 


(B)           appoints
a Custodian of such Accounts Receivable Subsidiary or for all or substantially all of the property of such Accounts Receivable Subsidiary;
or


 


(C)           orders
the liquidation of such Accounts Receivable Subsidiary, and, with respect to this clause (h)(ii), the order or decree remains unstayed
and in effect for 60 consecutive days.


 


SECTION 4.19.Dispositions
of DTLLC 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 DTLLC owned
by the Company and its Subsidiaries, then:


 


(1)           the
payment of any dividend or distribution consisting of Equity Interests in or assets of DTLLC, 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
DTLLC or the proceeds of a sale, conveyance or other disposition of such Equity Interests or assets shall not constitute a Restricted
Payment;


 






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(2)           the
sale, conveyance or other disposition of the Equity Interests in or assets of DTLLC 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, DTLLC shall be discharged and released from its Guarantee and, so long as the Company designates
DTLLC as an Unrestricted Subsidiary, DTLLC 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:


 


(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 “DTLLC Amount Due”) of:


 


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


 


(x)              title
to the headquarters building of DTLLC in Inverness, Colorado and the tangible assets therein to the extent used by DTLLC 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 DTLLC or resulting from the business
of DTLLC, in each case, to DTLLC)


 


made in DTLLC 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 DTLLC and the Company or any Restricted Subsidiary of the Company and any loan or advance
to or guarantee with, or for the benefit of, DTLLC 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.


 






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If at the time of such Payout,
the condition set forth in clause (a) of the proviso of the preceding sentence cannot be satisfied, DTLLC 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 DTLLC Amount Due or the portion of the DTLLC 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 DTLLC; 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 DTLLC 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 DTLLC 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 a 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


 






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(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 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 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 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 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 DTLLC or Non-Core Assets permitted pursuant to the DDBS 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.


 






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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 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, 4.08, 4.09, 4.10,
4.11, 4.15, 4.16, 4.18 and 4.19 and clause (d) under Section 5.01 of this Indenture (collectively, the “Fall Away Covenants”)
will no longer be applicable to the Notes.


 


In addition to the foregoing,
during any period 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, 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 preceding 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 (i) 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 and (ii) delivers
any Opinion of Counsel and/or Officers’ Certificate in connection therewith as may be required by this Indenture, including pursuant
to Sections 9.06 and 11.04, in form reasonably satisfactory to the Trustee;


 






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(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


 


(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 the first paragraph of Section 4.09 of this Indenture.


 


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 DISH Network; 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 to 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 of this Indenture, 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.


 






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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 of this Indenture;


 


(d)           default
under Section 4.07 or Section 4.09 of this 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 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 or any of
its Restricted Subsidiaries), which default is caused by a failure to pay when due of 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 $250 million
or more;





 


(g)           default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity and the principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $250 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 $250 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 $250 million, which judgments are not stayed within 60 days after their
entry;


 






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(i)            DISH
Network, 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 DISH Network,
the Company or any Significant Subsidiary of the Company in an involuntary case; (ii) appoints a custodian of DISH Network, the Company
or any Significant Subsidiary of the Company or for all or substantially all of the property of DISH Network, the Company or any Significant
Subsidiary of the Company; or (iii) orders the liquidation of DISH Network 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.


 


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 of this Indenture with respect to the Company or
any Guarantor) 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 of this
Indenture 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 of this Indenture, an equivalent premium shall also become and be immediately due and payable
to the extent permitted by law.


 






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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.


 


SECTION 6.04.Waiver of
Past Defaults.


 


Holders
of not less than a majority in aggregate principal amount of Notes then outstanding, by written 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 interest or premium on, or principal of, 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 may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability, it being expressly understood that the Trustee shall not have an affirmative
duty to ascertain whether such action is prejudicial.


 


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;


 






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(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
(it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders).


 


SECTION 6.07.Rights of
Holders of Notes to Receive Payment.


 


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


 


SECTION 6.08.Collection
Suit by Trustee.


 


If an Event of Default specified
in Section 6.01(a) or (b) of this Indenture 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 of this Indenture. 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 of this Indenture 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.


 






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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 of this Indenture, including payment of all compensation, expenses (including
attorneys’ fees and expenses) and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


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


 


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


 


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





 


SECTION 6.11.Undertaking
for Costs.


 


In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court
in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, 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 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 of this Indenture, or a suit by Holders
of more than 10% in principal amount of the then outstanding Notes.


 






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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.


 


(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 (a) of this Section 7.01;


 


(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 of this Indenture.


 


(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.


 






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(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 of its selection 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, unless the Trustee’s conduct constitutes willful misconduct or negligence.


 


(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, claims,
expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


(g)           Except
with respect to Section 4.01 of this Indenture, 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) of this Indenture or (ii) any Default
or Event of Default of which a Responsible Officer of the Trustee shall have received written notification or obtained actual knowledge.





 


(h)            Delivery
of documents and information to the Trustee under Section 4.03 of this Indenture 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, as to which the Trustee is entitled to
conclusively rely on Officers’ Certificates.


 






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(i)            In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


(j)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities 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 of this Indenture.


 


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 actually known to a Responsible Officer of the Trustee, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice
if and so long as it 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 15th
beginning with the May 15th 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).


 






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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 in writing when any Notes are listed on any stock exchange or of any delisting
thereof.


 


SECTION 7.07.Compensation
and Indemnity.


 


The Company shall pay to the
Trustee from time to time such compensation as agreed in writing 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, claims, 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 (whether asserted by the Company, a Holder, or any other Person) for which it may seek indemnity. Failure by the Trustee
to so notify the Company shall not relieve the Company of its obligations hereunder, except only to the extent the Company is materially
prejudiced thereby. 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.


 


When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 6.01(i) or (j) of this Indenture 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 7.08.


 






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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 of this Indenture;


 


(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, at the expense
of the Company, 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 of this
Indenture, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.


 


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


 






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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
or banking association, the successor corporation or banking association, as the case may be, 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 delivered
to the Trustee, at any time, with respect to the Notes, elect to have either Section 8.02 or 8.03 of this Indenture 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 this Indenture of the option applicable to this Section 8.02, the Company shall be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter,
 “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 of this Indenture and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal
of, premium, if any, and interest on such Notes when such payments are due, or on the redemption date, as the case may be, (b) the
Company’s obligations with respect to such Notes under Sections 2.05, 2.07, 2.08, 2.10, 2.11 and 4.02 of this Indenture, (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 of this Indenture with respect to the Notes.


 






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SECTION 8.03.Covenant
Defeasance.


 


Upon the Company’s exercise
under Section 8.01 of this Indenture 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
of this Indenture 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) of this Indenture, 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 this Indenture of the
option applicable to this Section 8.03, Sections 6.01(c) through 6.01(h) and Section 6.01(k) of this Indenture
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 of this Indenture 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 of this Indenture who shall agree to comply with the provisions of this Article 8 applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Notes, (i) cash in U.S. Dollars, (ii) non-callable Government Securities which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, cash in U.S. Dollars, or (iii) a combination thereof, in such amounts, as will be sufficient in each case, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge 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; 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;


 






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(b)           In
the case of an election under Section 8.02 of this Indenture, 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 of Counsel 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 of this Indenture, 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, insofar as
Section 6.01(i) or 6.01(j) of this Indenture 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 of this Indenture was not made by the Company with the intent of preferring the Holders over
any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any of the other creditors of the
Company or others; and





 


(g)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions
precedent provided for or relating to either the Legal Defeasance under Section 8.02 of this Indenture or the Covenant Defeasance
under Section 8.03 of this Indenture (as the case may be) have been complied with as contemplated by this Section 8.04.


 






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SECTION 8.05.Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06
of this Indenture, 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 of this Indenture
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 of this Indenture 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 written
request of the Company any money or Government Securities held by it as provided in Section 8.04 of this Indenture 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) of this Indenture), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 8.06.Repayment
to Company.


 


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





 






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SECTION 8.07.Reinstatement.


 


If the Trustee or Paying Agent
is unable to apply any United States Dollars or Government Notes in accordance with Section 8.02 or 8.03 of this Indenture, 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 of this Indenture 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 of this Indenture, 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 any Guarantor’s 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 the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


 


Upon
the written 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 9.06 of this Indenture,
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 obligated to enter into such amended or supplemental indenture which affects its own rights, duties or immunities
under this Indenture or otherwise.


 






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SECTION 9.02.With Consent
of Holders of Notes.


 


The Company, 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 9.06 of this Indenture, 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
adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its reasonable judgment, but shall not be obligated to, enter into such amended or supplemental indenture.


 



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


 


After an amendment, supplement
or waiver under this Section 9.02 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 of
this Indenture, 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 of this Indenture or
(ii) such other date as the Company shall designate.


 


SECTION 9.05.Notation
on or Exchange of Notes.


 


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


 


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


 






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SECTION 9.06.Trustee to
Sign Amendments, Etc.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification
thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in conclusively relying upon,
(i) an Officers’ Certificate stating that the execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms and (ii) an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the valid and legally binding
obligation of the Company, enforceable against it in accordance with its terms. The Trustee shall enter into any such amended or supplemental
indenture authorized pursuant to this Article 9 if such amended or supplemental indenture does not adversely affect the rights, duties
or immunities of the Trustee. If it does, the Trustee may but is not obligated to sign 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.


 






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Each of the Guarantors, jointly
and severally, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest, notice (except that the Trustee shall provide at
least ten days’ prior written notice to the Company on behalf of the Guarantors before taking any action for which the Communications
Act and/or the FCC rules require such notice and which right to notice is not waivable by any Guarantor) and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete performance of the Obligations guaranteed hereby. If any Holder
or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either 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 such Guarantor and 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 of this Indenture. 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.


 






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SECTION 10.02.Execution
and Delivery of Guarantees.





 


To evidence its Guarantee set
forth in Section 10.01 of this Indenture, 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 of this Indenture
shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an officer
or Officer whose signature is on this Indenture or on the Guarantee of a Guarantor no longer holds that office at the time the Trustee
authenticates the Note on which the Guarantee of such Guarantor is endorsed, the Guarantee of such Guarantor shall be valid nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set
forth in this Indenture on behalf of the Guarantors.


 


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


 


Subject to Section 10.05
of this Indenture, 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, any Person other than the Company or a 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.


 






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SECTION 10.04.Successor
Corporation Substituted.


 


Upon any consolidation, merger,
sale or conveyance described in clauses (a) through (c) of Section 10.03 of this Indenture, and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of
any Guarantee previously signed by the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture
to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect
as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Guarantees
to be issuable hereunder by such Guarantor and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution of such Guarantee by such Guarantor.


 


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 of this Indenture, 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 of this Indenture.
In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03 and Section 10.04
of this Indenture, 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 any Guarantor which constitutes a Non-Core Asset, upon the
sale or other disposition of any Equity Interest of such Guarantor which constitutes a Non-Core Asset. 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 and Section 11.04
of this Indenture 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.


 






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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), telecopier or overnight air courier guaranteeing next day delivery, to the other’s
address:


 


If to the Company or any Guarantor:


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

Telecopier No.: (303) 723-1699

Attention: General Counsel


 


With a copy to:


 


Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Telecopier No.: (212) 291-9101

Attention: Scott D. Miller


 


If to the Trustee:


 


U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107


Telecopier No.: (651) 466-7430

Attention: DISH DBS Corp Administrator


 


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.


 






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





 


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


 


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


 


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


 


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


 


SECTION 11.04.Certificate
and Opinion as to Conditions Precedent.


 


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


 


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


 


(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;


 






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(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 Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of 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 DISH Network, 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.


 






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SECTION 11.12.Counterpart
Originals and Electronic Execution.


 


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. The exchange of copies of this Indenture and of signature pages by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. The words “execution,”
 “signed,” “signature,” and words of like import in this Indenture or in any other certificate, agreement or document
related to this Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign) and such signatures shall be deemed to be original signatures for all purposes. The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.





 


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.


 


SECTION 11.14.U.S.A. Patriot
Act.


 


The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


SECTION 11.15.Force Majeure.


 


In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, pandemics, epidemics,
recognized public emergencies, quarantine restrictions, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software
and hardware) services, and hacking, cyber-attacks or other use or infiltration of the Trustee’s technological infrastructure exceeding
authorized access; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.


 


[Signatures on following page]


 






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


 


	 	DISH DBS CORPORATION,
	 	a Colorado corporation
	 	 
	 	By: 	/s/ Paul W. Orban
	 	 	Name:   Paul W. Orban
	 	 	Title:     Executive Vice President and Chief Financial Officer
	 	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 /s/ Benjamin J. Krueger
	 	 	Name:   Benjamin J. Krueger
	 	 	Title:     Vice President
	 	 
	 	DISH NETWORK L.L.C.
	 	DISH OPERATING L.L.C.
	 	ECHOSPHERE L.L.C.
	 	DISH NETWORK SERVICE L.L.C.
	 	DISH BROADCASTING CORPORATION
	 	DISH TECHNOLOGIES L.L.C.
	 	SLING TV HOLDING L.L.C.
	 	as Guarantors
	 	 
	 	 
	 	By:	/s/ Paul W. Orban
	 	 	Name:   Paul W. Orban
	 	 	Title:     Executive Vice President and Chief Financial Officer






 


[Signature Page to Indenture]


 






     


     


    




 


EXHIBIT A


 


[Face of Note]


 


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


 


5.125%
Senior Note due 2029


 


Cert. No.

CUSIP No.


 


DISH DBS Corporation
promises to pay to __________________ or its registered assigns the principal sum of _____________________ Dollars on June 1,
2029.


 


Interest Payment
Dates: June 1 and December 1, commencing December 1, 2021.


 


Record Dates:
May 15 and November 15 (whether or not a Business Day).


 


Reference is made to the further provisions of this Note contained
in the reverse side of this Note, which will for all purposes have the same effect as if set forth at this place.


 


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


 


Dated:





 





	 	DISH 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.
DISH 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 on this Note will accrue at the rate of 5.125%
per annum, payable semi-annually in arrears in cash on June 1 and December 1 of each year, commencing December 1,
2021, or if any such day is not a Business Day on the next succeeding Business Day (each an “Interest Payment Date”)
to the Holder of record of this Note at the close of business on the immediately preceding May 15 and November 15, whether or
not a Business Day. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest
on this Note 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
this Note; 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 of Notes 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 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 May 24, 2021 (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 below, the Notes are not redeemable at the option of the Company prior to June 1, 2029.


 


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
10 and not 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 June 1, 2024, the Company may redeem up to 35% of the aggregate principal amount of the
Notes outstanding at a redemption price equal to 105.125% 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 DISH Network, regardless of whether DISH Network obtained such funds from an offering of Equity Interests or
Indebtedness of DISH Network 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 Event, the Company will be required to offer to repurchase from each
Holder of Notes on the Change of Control Payment Date all or any part of 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 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 10 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 if equal to $2,000 in principal
amount or in whole multiples of $1,000 in excess thereof, 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 $2,000 and integral multiples of $1,000 in
excess thereof. 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
the mailing of a notice of redemption 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 Purchase 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)
(i) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce
the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes; (iii) reduce
the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal
of, or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of 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; (vii) waive
a redemption payment or mandatory redemption with respect to any Note; or (viii) 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
(i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes or Guarantees in addition to or
in place of certificated Notes or Guarantees; (iii) 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; (iv) 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 (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.


 



    A-4


     


    




 


(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 4.10 (Asset Sales), Section 4.11 (Limitation on Transactions with Affiliates),
or Section 4.15 (Offer to Purchase Upon Change in Control) of the Indenture;


 


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


 


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


 


(f)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries), which default is caused by a failure to pay when due of 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 $250 million or
more;


 






    A-5


     


    

 


(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 $250 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 $250 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 $250 million, which judgments are not stayed within 60 days after their
entry;


 


(i)            DISH
Network, 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 DISH Network,
the Company or any Significant Subsidiary of the Company in an involuntary case; (ii) appoints a custodian of DISH Network, the Company
or any Significant Subsidiary of the Company or for all or substantially all of the property of DISH Network, the Company or any Significant
Subsidiary of the Company; or (iii) orders the liquidation of DISH Network 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.


 






    A-6


     


    

 


If
any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate 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 Guarantor described in (i) or (j) above, all outstanding Notes shall become and be immediately 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 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 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 or electronic 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 Note Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to
Holders of Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice
of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


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


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

Attention: General Counsel


 






    A-7


     


    

 


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:	 	 




 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 



    A-8


     


    







 


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:	 	 




 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 



    A-9


     


    







 


[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:


 


 


	DATE OF

EXCHANGE	 	AMOUNT OF

DECREASE IN

PRINCIPAL

AMOUNT OF

THIS GLOBAL NOTE	 	AMOUNT OF

INCREASE IN

PRINCIPAL

AMOUNT

OF THIS GLOBAL

NOTE	 	PRINCIPAL

AMOUNT

OF THIS GLOBAL

NOTE

FOLLOWING SUCH

DECREASE (OR

INCREASE)	 	SIGNATURE OF

AUTHORIZED

SIGNATORY

OF TRUSTEE OR

NOTE CUSTODIAN







 






    A-10


     


    




 


EXHIBIT B


 


FORM OF GUARANTEE


 


[Name
of Guarantor] and its successors and assigns 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 DISH 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, facsimile or electronic 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


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112


 


U.S. Bank National Association


60 Livingston Avenue


St. Paul, Minnesota 55107 


Telephone
No.: (651) 466-6299


Email: benjamin.krueger@usbank.com


 


Re:
5.125% Senior Notes due 2029


 


Reference
is hereby made to the Indenture, dated as of May 24, 2021 (the “Indenture”), among DISH 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.



 






    C-1


     


    

 


	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 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.






 






    C-2


     


    

 


		(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 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.






 


		(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


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112


 


U.S. Bank National Association





60 Livingston Avenue





St. Paul, Minnesota 55107





Telephone
No.: (651) 466-6299





Email: benjamin.krueger@usbank.com


 


Re:
5.125%  Senior Notes due 2029


 


(CUSIP ___________)


 


Reference
is hereby made to the Indenture, dated as of May 24, 2021 (the “Indenture”), among DISH 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.


 






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(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 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.


 






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(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
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:_________________


 






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