<PAGE>   1

                                                                     EXHIBIT 4.1


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                         ECHOSTAR BROADBAND CORPORATION

                                 $1,000,000,000

                          10 3/8% SENIOR NOTES DUE 2007

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



                                   ----------


                                    INDENTURE

                         Dated as of September 25, 2000

                                   ----------








                                   ----------


                      U.S. Bank Trust National Association


                                   ----------


                                     Trustee





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<PAGE>   2





                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                                                                                                  <C>
ARTICLE 1.        DEFINITIONS AND INCORPORATION BY REFERENCE.............................................1

         Section 1.01.     Definitions...................................................................1
         Section 1.02.     Other Definitions............................................................17
         Section 1.03.     Incorporation by Reference of Trust Indenture Act............................18
         Section 1.04.     Rules of Construction........................................................18

ARTICLE 2.        THE NOTES.............................................................................19

         Section 2.01.     Form and Dating..............................................................19
         Section 2.02.     Form of Execution and Authentication.........................................21
         Section 2.03.     Registrar and Paying Agent...................................................21
         Section 2.04.     Paying Agent to Hold Money in Trust..........................................21
         Section 2.05.     Lists of Holders of the Notes................................................22
         Section 2.06.     Transfer and Exchange........................................................22
         Section 2.07.     Replacement Notes............................................................35
         Section 2.08.     Outstanding Notes............................................................35
         Section 2.09.     Treasury Notes...............................................................35
         Section 2.10.     Temporary Notes..............................................................36
         Section 2.11.     Cancellation.................................................................36
         Section 2.12.     Defaulted Interest...........................................................36
         Section 2.13.     Record Date..................................................................36
         Section 2.14.     CUSIP Number.................................................................37

ARTICLE 3.        REDEMPTION............................................................................37

         Section 3.01.     Notices to Trustee...........................................................37
         Section 3.02.     Selection of Notes to be Redeemed............................................37
         Section 3.03.     Notice of Redemption.........................................................38
         Section 3.04.     Effect of Notice of Redemption...............................................38
         Section 3.05.     Deposit of Redemption Price..................................................39
         Section 3.06.     Notes Redeemed in Part.......................................................39
         Section 3.07.     Optional Redemption..........................................................39
         section 3.08.     Mandatory Redemption.........................................................40
         Section 3.09.     Offer to Purchase by Application of Excess Proceeds..........................40

 ARTICLE 4.       COVENANTS.............................................................................42

         Section 4.01.     Payment of Notes.............................................................42
         Section 4.02.     Maintenance of Office or Agency..............................................43
         Section 4.03.     Reports......................................................................43
</TABLE>


<PAGE>   3

<TABLE>
<S>                                                                                                  <C>
         Section 4.04.     Compliance Certificate.......................................................44
         Section 4.05.     Taxes........................................................................44
         Section 4.06.     Stay, Extension And Usury Laws...............................................45
         Section 4.07.     Limitation on Restricted Payments............................................45
         Section 4.08.     Limitations Concerning Distributions by Subsidiaries, Etc....................49
         Section 4.09.     Incurrence of Indebtedness...................................................50
         Section 4.10.     Asset Sales..................................................................53
         Section 4.11.     Limitation on Transactions with Affiliates...................................55
         Section 4.12.     Limitation on Liens..........................................................56
         Section 4.13.     Exchange of Notes for EDBS Exchange Notes....................................56
         Section 4.14.     Corporate Existence..........................................................58
         Section 4.15.     Offer to Purchase Upon Change in Control.....................................59
         Section 4.16.     Maintenance of Insurance.....................................................59
         Section 4.17.     Activities of The Company....................................................60
         Section 4.18.     Intentionally Omitted........................................................60
         Section 4.19.     EchoStar Equity Contribution.................................................60
         Section 4.20.     Accounts Receivable Subsidiary...............................................61
         Section 4.21.     Dispositions of Etc And Non-core Assets......................................62
         Section 4.22.     Payments For Consent.........................................................65

ARTICLE 5.        SUCCESSORS............................................................................65

         Section 5.01.     Merger, Consolidation, or Sale of Assets.....................................65
         Section 5.02.     Successor Corporation Substituted............................................66

ARTICLE 6.        DEFAULTS AND REMEDIES.................................................................66

         Section 6.01.     Events of Default............................................................66
         Section 6.02.     Acceleration.................................................................68
         Section 6.03.     Other Remedies...............................................................68
         Section 6.04.     Waiver of Past Defaults......................................................69
         Section 6.05.     Control by Majority..........................................................69
         Section 6.06.     Limitation on Suits..........................................................69
         Section 6.07.     Rights of Holders of Notes to Receive Payment................................70
         Section 6.08.     Collection Suit by Trustee...................................................70
         Section 6.09.     Trustee May file Proofs of Claim.............................................70
         Section 6.10.     Priorities...................................................................71
         Section 6.11.     Undertaking for Costs........................................................71

ARTICLE 7.        TRUSTEE...............................................................................71

         Section 7.01.     Duties of Trustee............................................................71
         Section 7.02.     Rights of Trustee............................................................72
         Section 7.03.     Individual Rights of Trustee.................................................73
         Section 7.04.     Trustee's Disclaimer.........................................................73
         Section 7.05.     Notice of Defaults...........................................................74
         Section 7.06.     Reports by Trustee to Holders of the Notes...................................74
</TABLE>




<PAGE>   4


<TABLE>
<S>                                                                                                  <C>
         Section  7.07.    Compensation and Indemnity...................................................74
         Section  7.08.    Replacement of Trustee.......................................................75
         Section  7.09.    Successor Trustee by Merger, Etc.............................................76
         Section  7.10.    Eligibility; Disqualification................................................76
         Section  7.11.    Preferential Collection of Claims Against Company............................76

ARTICLE 8.        LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................77

         Section  8.01.    Option to Effect Legal Defeasance or Covenant Defeasance.....................77
         Section  8.02.    Legal Defeasance and Discharge...............................................77
         Section  8.03.    Covenant Defeasance..........................................................77
         Section  8.04.    Conditions to Legal or Covenant Defeasance...................................78
         Section  8.05.    Deposited Money and Government Securities to be Held in
                             Trust; Other Miscellaneous Provisions......................................79
         Section  8.06.    Repayment to Company.........................................................80
         Section  8.07.    Reinstatement................................................................80

ARTICLE 9.        AMENDMENT, SUPPLEMENT AND WAIVER......................................................81

         Section  9.01.    Without Consent of Holders of Notes..........................................81
         Section  9.02.    With Consent of Holders of Notes.............................................81
         Section  9.03.    Compliance with Trust Indenture Act..........................................83
         Section  9.04.    Revocation and Effect of Consents............................................83
         Section  9.05.    Notation on or Exchange of Notes.............................................83
         Section  9.06.    Trustee to Sign Amendments, Etc..............................................83

ARTICLE 10.       MISCELLANEOUS.........................................................................84

         Section  10.01.   Trust Indenture Act Controls.................................................84
         Section  10.02.   Notices......................................................................84
         Section  10.03.   Communication by Holders of Notes with Other Holders of Notes................85
         Section  10.04.   Certificate and Opinion as to Conditions Precedent...........................85
         Section  10.05.   Statements Required in Certificate or Opinion................................85
         Section  10.06.   Rules by Trustee and Agents..................................................86
         Section  10.07.   No Personal Liability of Directors, Officers, Employees, Incorporators and
                             Stockholders...............................................................86
         Section  10.08.   Governing Law................................................................86
         Section  10.09.   No Adverse Interpretation of Other Agreements................................86
         Section  10.10.   Successors...................................................................86
         Section  10.11.   Severability.................................................................86
         Section  10.12.   Counterpart Originals........................................................87
         Section  10.13.   Table of Contents, Headings, Etc.............................................87
</TABLE>






<PAGE>   5


<TABLE>
<CAPTION>
EXHIBITS
<S>                      <C>
EXHIBIT A                  FORM OF NOTE
EXHIBIT B                  FORM OF CERTIFICATE OF TRANSFER
EXHIBIT C                  FORM OF CERTIFICATE OF EXCHANGE
</TABLE>



<PAGE>   6


                              CROSS-REFERENCE TABLE


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

                           N.A. Means Not Applicable.


----------

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


<PAGE>   7



         INDENTURE dated as of September 25, 2000 between EchoStar Broadband
Corporation (the "Company"), a Colorado corporation, and U.S. Bank Trust
National Association, as trustee (the "Trustee").

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

                                    RECITALS

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

         All things necessary (i) to make the Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and (ii) to make this Indenture a
valid agreement of the Company, 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 a global note 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 that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

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

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


<PAGE>   8


of, such other Person merging with or into or becoming a Subsidiary of such
specified Person or the acquisition of such assets, as the case may be.

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

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

    "Affiliate" of any specified person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control; provided further that no individual, other than a
director of EchoStar or the Company or an officer of EchoStar or the Company
with a policy making function, shall be deemed an Affiliate of the Company or
any of its Subsidiaries solely by reason of such individual's employment,
position or responsibilities by or with respect to EchoStar, the Company or any
of their respective Subsidiaries.

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

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

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

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


                                        2



<PAGE>   9


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

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

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

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

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

    "Clearstream" means Clearstream Banking Corporation.

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

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


                                       3

<PAGE>   10


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

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

    "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries or, if such
Person is the Company, of the Company and its Restricted Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided,
however, that: (a) the Net Income of any Person that is not a Subsidiary or that
is accounted for by the equity method of accounting shall be included only to
the extent of the amount of dividends or distributions paid in cash to the
referent Person, in the case of a gain, or to the extent of any contributions or
other payments by the referent Person, in the case of a loss; (b) the Net Income
of any Person that is a Subsidiary that is not a Wholly Owned Subsidiary shall
be included only to the extent of the amount of dividends or distributions paid
in cash to the referent Person; (c) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded; (d) the Net Income of any Subsidiary of such
Person shall be excluded to the extent that the declaration or payment of
dividends or similar distributions is not at the time permitted by operation of
the terms of its charter or bylaws or any other agreement, instrument, judgment,
decree, order, statute, rule or government regulation to which it is subject;
and (e) the cumulative effect of a change in accounting principles shall be
excluded.

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

    "Continuing Director" means, as of any date of determination, any member of
the Board of Directors of EchoStar who: (a) was a member of such Board of
Directors on the date of

                                        4


<PAGE>   11


this Indenture; or (b) was nominated for election or elected to such Board of
Directors with the affirmative vote of a majority of the Continuing Directors
who were members of such Board at the time of such nomination or election or was
nominated for election or elected by the Principal and his Related Parties.

    "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 or such other address as to which the Trustee
may give notice to the Company.

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

    "DBS" means direct broadcast satellite.

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

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

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

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

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

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

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


                                        5


<PAGE>   12


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

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

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

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

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

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

    "EDBS" means EchoStar DBS Corporation, a Colorado corporation.

    "EDBS Exchange Guarantors" shall have the meaning set forth in Section 4.13.

    "EDBS Exchange Indenture" means the Indenture, by and between EDBS and U.S.
Bank Trust National Association, which will be entered into upon the completion
of the EDBS Exchange Offer.

    "EDBS Exchange Notes" means the notes to be issued by EDBS upon the
completion of the EDBS Exchange Offer.

    "EDBS Exchange Notes Guarantees" shall have the meaning set forth in Section
4.13.

    "EDBS Exchange Offer" means the offer by EDBS to exchange the EDBS Exchange
Notes for the Notes as discussed in the subheading "Exchange of Notes for EDBS
Exchange Notes."

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

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

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

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

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


                                        6


<PAGE>   13



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

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

    "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f).

    "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

    "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

    "Exchange Trigger Date" shall have the meaning set forth in Section 4.13.

    "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.

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

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

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

    "Global Notes" means, 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 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.

    "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

                                        7


<PAGE>   14



Person is entitled to receive from time to time periodic payments calculated by
applying either floating or a fixed rate of interest on a stated notional amount
in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements designed to protect such Person against fluctuations in
interest rates.

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

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

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

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

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

    "Initial Purchasers" means, with respect to the Notes, Donaldson, Lufkin &
Jenrette Securities Corporation, Banc of America Securities LLC, Credit Suisse
First Boston Corporation and ING Barings LLC.


                                        8


<PAGE>   15


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

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

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

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

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

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

    "Maximum Secured Amount" means at any time (i) if EDBS at such time has a
rating or has received in writing an indicative rating on the 1999 EDBS Notes or
the EDBS Exchange Notes of both "Ba3" from Moody's and "BB-" from S&P, an amount
equal to the greater of (x) the product of 1.25 times the Trailing Cash Flow
Amount and (y) $500 million and (ii) in the event that EDBS does not have both
of such ratings or indicative ratings at such time, $500 million.

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

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

                                        9


<PAGE>   16


transactions), and excluding any extraordinary gain (but not loss), together
with any related provision for taxes on such extraordinary gain (but not loss)
and excluding any unusual gain (but not loss) relating to recovery of insurance
proceeds on satellites, together with any related provision for taxes on such
extraordinary gain (but not loss).

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

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

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

    "Non-Core Assets" means: (1) all intangible authorizations, rights,
interests and other intangible assets related to all "western" DBS orbital
locations other than the 148 degree orbital slot (as the term "western" is used
by the FCC) held by the Company and/or any of its Subsidiaries at any time,
including without limitation the authorizations for 22 DBS frequencies at 175
degree orbital location and ESC's permit for 11 unspecified western assignments;
(2) all intangible authorizations, rights, interests and other intangible assets
related to the FSS in the Ku-band, Ka-band and C-band held by the Company and/or
any of its Subsidiaries at any time, including without limitation the license of
ESC for a two satellite Ku-band system at 83 degree orbital location and 121
degree orbital location, the license of ESC for a two satellite Ka-band system
at 83 degree orbital location and 121 degree orbital location, and the
application of ESC to add C-band capabilities to a Ku-band satellite authorized
at 83 degree orbital location; (3) all intangible authorizations, rights,
interests and other intangible assets related to the Mobile-Satellite Service
held by the Company and/or any of its Subsidiaries at any time, including
without limitation the license of E-SAT, Inc. for a low-earth orbit MSS system,
(4) all intangible authorizations, rights, interests and other intangible assets
related to local multi-point distribution service and (5) any Subsidiary of the
Company the assets of which consist solely of (i) any combination of the
foregoing and (ii) other assets to the extent permitted under the provision
described under the second paragraph of Section 4.21.

    "Non-Recourse Indebtedness" of any Person means Indebtedness of such Person
that: (i) is not guaranteed by any other Person (except a Wholly Owned
Subsidiary of the referent Person); (ii) is not recourse to and does not
obligate any other Person (except a Wholly Owned Subsidiary of the referent
Person) in any way; (iii) does not subject any property or

                                       10


<PAGE>   17



assets of any other Person (except a Wholly Owned Subsidiary of the referent
Person), directly or indirectly, contingently or otherwise, to the satisfaction
thereof, and (iv) is not required by GAAP to be reflected on the financial
statements of any other Person (other than a Subsidiary of the referent Person)
prepared in accordance with GAAP.

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

    "Notes" means the 10 3/8% Senior Notes due 2007 issued under this Indenture
on the date of this Indenture. For purpose of this Indenture, the term "Notes"
shall include any Exchange Notes and all Notes and Exchange Notes shall vote
together as a single class.

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

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

    "Offering Memorandum" means the Offering Memorandum dated September 22, 2000
relating to and used in connection with the initial offering of the Notes.

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

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

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

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

    "Permitted Investments" means: (a) Investments in the Company or in a Wholly
Owned Restricted Subsidiary; (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 of the Company, or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Wholly Owned
Restricted Subsidiary of the Company; 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 under this Indenture; (b) Liens securing the Deferred Payments; (c)
Liens securing any Indebtedness permitted under Section 4.09 of this Indenture;
provided that such Liens under

                                       11


<PAGE>   18



this clause (c) shall not secure Indebtedness in an amount exceeding the Maximum
Secured Amount at the time that such Lien is incurred; (d) Liens securing
Purchase Money Indebtedness, provided that such Indebtedness was permitted to be
incurred by the terms of this Indenture and such Liens do not extend to any
assets of the Company or its Restricted Subsidiaries other than the assets so
acquired; (e) Liens securing Indebtedness the proceeds of which are used to
develop, construct, launch or insure any satellites other than EchoStar I,
EchoStar II, EchoStar III, EchoStar IV, provided that such Indebtedness was
permitted to be incurred by the terms of this Indenture and such Liens do not
extend to any assets of the Company or its Restricted Subsidiaries other than
such satellites being developed, constructed, launched or insured, and to the
related licenses, permits and construction, launch and TT&C contracts; (f) Liens
on orbital slots, licenses and other assets and rights of the Company, provided
that such orbital slots, licenses and other assets and rights relate solely to
the satellites referred to in clause (e) of this definition; (g) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the Company,
provided that such Liens were not incurred in connection with, or in
contemplation of, such merger or consolidation, other than in the ordinary
course of business; (h) Liens on property of an Unrestricted Subsidiary at the
time that it is designated as a Restricted Subsidiary pursuant to the definition
of "Unrestricted Subsidiary," provided that such Liens were not incurred in
connection with, or contemplation of, such designation; (i) Liens on property
existing at the time of acquisition thereof by the Company or any Restricted
Subsidiary of the Company; provided that such Liens were not incurred in
connection with, or in contemplation of, such acquisition and do not extend to
any assets of the Company or any of its Restricted Subsidiaries other than the
property so acquired; (j) Liens to secure the performance of statutory
obligations, surety or appeal bonds or performance bonds, or landlords',
carriers', warehousemen's, mechanics', suppliers', materialmen's or other like
Liens, in any case incurred in the ordinary course of business and with respect
to amounts not yet delinquent or being contested in good faith by appropriate
process of law, if a reserve or other appropriate provision, if any, as is
required by GAAP shall have been made therefore; (k) Liens existing on the date
of this Indenture; (l) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (m) Liens incurred in the
ordinary course of business of the Company or any Restricted Subsidiary of the
Company (including, without limitation, Liens securing Purchase Money
Indebtedness) with respect to obligations that do not exceed $25 million in
principal amount in the aggregate at any one time outstanding; (n) Liens
securing Indebtedness in an amount not to exceed $25 million incurred pursuant
to clause (xi) of the second paragraph of Section 4.09 of this Indenture; (o)
Liens on any asset of the Company or any of its Restricted Subsidiaries securing
Indebtedness in an amount not to exceed $10 million; (p) Liens securing
Indebtedness permitted under clause (xii) of the second paragraph of Section
4.09 of this Indenture; provided that such Liens shall not extend to assets
other than the assets that secure such Indebtedness being refinanced; (q) any
interest or title of a lessor under any Capital Lease Obligations; provided that
such Capital Lease Obligation is permitted under the other provisions of this
Indenture; (r) Liens permitted to be incurred under the 1999 EDBS Notes
Indentures or the EDBS Exchange Indenture; (s) Liens not provided for in clauses
(a) through (r) above, securing Indebtedness incurred in compliance with the
terms of this Indenture provided that the Notes are secured by the assets
subject to such Liens on an equal and ratable basis or on a basis prior to such
Liens; provided that to the extent that such Lien secured Indebtedness that is
subordinated to the Notes, such Lien shall be subordinated to and be later in
priority than the Notes on the

                                       12


<PAGE>   19


same basis; and (t) extensions, renewals or refundings of any Liens referred to
in clauses (a) through (q) above, provided that (i) any such extension, renewal
or refunding does not extend to any assets or secure any Indebtedness not
securing or secured by the Liens being extended, renewed or refinanced and (ii)
any extension, renewal or refunding of a Lien originally incurred pursuant to
clause (c) above shall not secure Indebtedness in an amount greater than the
Maximum Secured Amount at the time of such extension, renewal or refunding.

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

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

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

    "Principal" means Charles W. Ergen.

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

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

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

    "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

                                       13


<PAGE>   20



interests in the trust issued to the Accounts Receivable Subsidiary and (ii)
debt securities issued in an arm's length transaction for consideration solely
in the form of cash and Cash Equivalents, all of which (net of any issuance fees
and expenses) shall promptly be paid to the Accounts Receivable Subsidiary, and
(c) shall distribute to the Accounts Receivable Subsidiary as a distribution on
the Accounts Receivable Subsidiary's beneficial interest in the trust no less
frequently than once every six months all available cash and Cash Equivalents
held by it, to the extent not required for reasonable operating expenses or
reserves therefor or to service any securities issued pursuant to clause (b)
above that are not held by the Accounts Receivable Subsidiary.

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

    "Registration Rights Agreement" means the Registration Rights Agreement for
the Notes, dated as of September 25, 2000, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time.

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

    "Regulation S Global Note" means a global Note bearing the Private Placement
Legend and deposited with or on behalf of the Depositary and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

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

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

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

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

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

    "Restricted Period" means the 40-day restricted 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

                                       14


<PAGE>   21


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 Rating Services.

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

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

    "SEC" means the Securities and Exchange Commission.

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

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

    "SkyVista" means SkyVista Corporation, a Colorado corporation.

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

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

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

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


                                       15


<PAGE>   22



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

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

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

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

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

    "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing Notes that do not bear the Private Placement
Legend.

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


                                       16


<PAGE>   23


Subsidiary. An Unrestricted Subsidiary may be designated as a Restricted
Subsidiary of the Company if, at the time of such designation after giving pro
forma effect thereto, no Default or Event of Default shall have occurred or be
continuing.

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

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

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

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

SECTION 1.02. OTHER DEFINITIONS.


<TABLE>
<CAPTION>
         Term                                                           Defined in Section
<S>                                                                     <C>
"Affiliate Transaction"................................................ 4.11
"Asset Sale"........................................................... 4.10
"Change of Control Offer".............................................. 4.15
"Change of Control Payment"............................................ 4.15
"Change of Control Payment Date"....................................... 4.15
"Covenant Defeasance".................................................. 8.03
"DTC".................................................................. 2.01
"ETC Amount Due........................................................ 4.21
"Event of Default"..................................................... 6.01
"Excess Proceeds"...................................................... 4.10; 4.16
"Excess Proceeds Offer"................................................ 3.09
"incur"................................................................ 4.09
"Insured Satellites"................................................... 4.16
"Legal Defeasance"..................................................... 8.02
"Offer Amount"......................................................... 3.09
"Offer Period"......................................................... 3.09
"Paying Agent"......................................................... 2.03
"Payment Default"...................................................... 6.01
"Payout"............................................................... 4.21
"Permitted Refinancing"................................................ 4.09
"Private Placement Legend"............................................. 2.01
"Purchase Date"........................................................ 3.09
</TABLE>


                                       17


<PAGE>   24


<TABLE>
<CAPTION>
         Term                                                           Defined in Section
<S>                                                                     <C>
"Refinancing Indebtedness"............................................. 4.09
"Registrar"............................................................ 2.03
"Restricted Payments".................................................. 4.07
</TABLE>


SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (3)      "or" is not exclusive;

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

         (5)      provisions apply to successive events and transactions.



                                       18

<PAGE>   25


                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01. FORM AND DATING.

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

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

                     Unless this certificate is presented by an authorized
                     representative of The Depository Trust Company, a New York
                     corporation ("DTC") to the Company or its agent for
                     registration of transfer, exchange, or payment, and any
                     certificate issued is registered in the name of Cede & Co.
                     or in such other name as is requested by an authorized
                     representative of DTC (and any payment is made to Cede &
                     Co. or to such other entity as is requested by an
                     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
                     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
                     IS WRONGFUL inasmuch as the registered owner hereof, Cede &
                     Co., has an interest herein.

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

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


                                       19

<PAGE>   26

                           "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
                     REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
                     AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT
                     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
                     THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
                     UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
                     SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
                     INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS A
                     "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
                     UNDER THE SECURITIES ACT)(A "QIB") OR THAT IT HAS ACQUIRED
                     THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
                     REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
                     WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE
                     144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d)
                     UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
                     SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF
                     THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
                     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
                     PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB
                     PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
                     IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
                     UNDER THE SECURITIES ACT, (C) IN AN OFFSHORE TRANSACTION
                     MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF THE
                     SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
                     REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN
                     ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                     REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
                     OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (F)
                     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                     SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
                     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                     STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES
                     THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
                     INTEREST THEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                     THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
                     "OFFSHORE TRANSACTION" AND "UNITED STATES PERSON" HAVE THE
                     MEANINGS ASCRIBED TO THEM BY RULE 902 OF REGULATION S UNDER
                     THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
                     REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
                     THIS NOTE IN VIOLATION OF THE FOREGOING."


                                       20


<PAGE>   27



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

SECTION 2.02. FORM OF EXECUTION AND AUTHENTICATION.

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

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

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

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

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or any Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

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

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


                                       21

<PAGE>   28

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05. LISTS OF HOLDERS OF THE NOTES.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

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


                                       22


<PAGE>   29


         (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, if Definitive Notes are at
                     such time permitted to be issued pursuant to this
                     Indenture, (B) (1) a written order from a Participant or an
                     Indirect Participant given to the Depositary in accordance
                     with the Applicable Procedures directing the Depositary to
                     cause to be issued a Definitive Note in an amount equal to
                     the beneficial interest to be transferred or exchanged and
                     (2) instructions given by the Depositary to the Registrar
                     containing information regarding the Person in whose name
                     such Definitive Note shall be registered to effect the
                     transfer or exchange referred to in (1) above. Upon
                     consummation of an Exchange Offer by the Company in
                     accordance with Section 2.06(f), the requirements of

                                       23


<PAGE>   30



                     this Section 2.06(b)(ii) shall be deemed to have been
                     satisfied upon receipt by the Registrar of the instructions
                     contained in the Letter of Transmittal delivered by the
                     Holder of such beneficial interests in the Restricted
                     Global Notes. Upon satisfaction of all of the requirements
                     for transfer or exchange of beneficial interests in Global
                     Notes contained in this Indenture and the Notes or
                     otherwise applicable under the Securities Act, the Trustee
                     shall adjust the principal amount of the relevant Global
                     Note(s) pursuant to Section 2.06(h).

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

                                    (A) if the transferee will take delivery in
                           the form of a beneficial interest in the 144A Global
                           Note, then the transferor must deliver a certificate
                           in the form of Exhibit B 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 B 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;


                                       24


<PAGE>   31

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

                                    (D) the Registrar receives the following:

                                            (2) 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 C hereto,
                                    including the certifications in item (1)(a)
                                    thereof, or

                                            (3) 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 B hereto, including the
                                    certifications in item (4) thereof;

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

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

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

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

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

                                       25


<PAGE>   32



                                    (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 C 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 B 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;

                                    (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 B
                           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 B 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 B hereto, including
                           the certifications in item (3)(c) thereof,

                     the Trustee shall cause the aggregate principal amount of
                     the applicable Global Note to be reduced accordingly
                     pursuant to Section 2.06(h), and the Company shall execute
                     and the Trustee shall authenticate and deliver to the
                     Person designated in the instructions a Restricted
                     Definitive Note in the appropriate principal amount. Any
                     Restricted Definitive Note issued in exchange for a
                     beneficial interest in a Restricted Global Note pursuant to
                     this Section 2.06(c) shall be registered in such name or
                     names and in such authorized denomination or denominations
                     as the Holder of such beneficial interest shall instruct
                     the Registrar through instructions from the Depositary and
                     the Participant or Indirect Participant. The Trustee shall
                     deliver such Restricted Definitive Notes to the Persons in
                     whose names such Notes are so registered. Any Restricted
                     Definitive Note issued in exchange for a beneficial
                     interest in a Restricted Global Note pursuant to this
                     Section 2.06(c)(i) shall bear the Private Placement Legend
                     and shall be subject to all restrictions on transfer
                     contained therein.

                                       26


<PAGE>   33



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

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

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

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

                                    (D) the Registrar receives the following:

                                        (2) 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 C hereto, including the
                                    certifications in item (1)(b) thereof; or

                                        (3) 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 B 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.


                                       27


<PAGE>   34



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

                           (iii) Beneficial Interests in Unrestricted Global
                     Notes to Unrestricted Definitive Notes. If any Holder of a
                     beneficial interest in an Unrestricted Global Note proposes
                     to exchange such beneficial interest for a Definitive Note
                     or to transfer such beneficial interest to a Person who
                     takes delivery thereof in the form of a Definitive Note,
                     then, upon satisfaction of the conditions set forth in
                     Section 2.06(b)(ii), the Trustee shall cause the aggregate
                     principal amount of the applicable Global Note to be
                     reduced accordingly pursuant to Section 2.06(h), and the
                     Company shall execute and the Trustee shall authenticate
                     and deliver to the Person designated in the instructions a
                     Definitive Note in the appropriate principal amount. Any
                     Definitive Note issued in exchange for a beneficial
                     interest pursuant to this Section 2.06(c)(iii) shall be
                     registered in such name or names and in such authorized
                     denomination or denominations as the Holder of such
                     beneficial interest shall instruct the Registrar through
                     instructions from the Depositary and the Participant or
                     Indirect Participant. The Trustee shall deliver such
                     Definitive Notes to the Persons in whose names such Notes
                     are so registered. Any Definitive Note issued in exchange
                     for a beneficial interest pursuant to this Section
                     2.06(c)(iii) shall not bear the Private Placement Legend.

         (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 C
                           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 B hereto, including the
                           certifications in item (1) thereof;


                                       28


<PAGE>   35



                                    (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 B hereto, including the
                           certifications in item (2) thereof;

                                    (D) if such Restricted Definitive Note 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 B
                           hereto, including the certifications in item (3)(a)
                           thereof;

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

                                    (F) if such Restricted Definitive Note is
                           being transferred pursuant to an effective
                           registration statement under the Securities Act, a
                           certificate to the effect set forth in Exhibit B
                           hereto, including the certifications in item (3)(c)
                           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;


                                       29


<PAGE>   36

                                    (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:

                                            (2) 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 C hereto, including
                                    the certifications in item (1)(c) thereof;
                                    or

                                            (3) 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 B 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


                                       30


<PAGE>   37



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).

                           (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 B 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 B
                           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 B hereto, including the certifications,
                           certificates and Opinion of Counsel required by item
                           (3) thereof, if applicable.

                           (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;

                                                   31



<PAGE>   38



                                    (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:

                                            (2) 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 C hereto, including the
                                    certifications in item (1)(d) thereof; or

                                            (3) 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 B hereto,
                                    including the certifications in item (4)
                                    thereof;

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

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

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

                                       32


<PAGE>   39



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.

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

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

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

         (i) General Provisions Relating to Transfers and Exchanges.

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

                                       33


<PAGE>   40


                           (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, 3.09 and 9.05).

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

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

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

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

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

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


                                       34



<PAGE>   41

SECTION 2.07. REPLACEMENT NOTES.

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

         Every replacement Note is an additional obligation of the Company.

SECTION 2.08. OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09. TREASURY NOTES.

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


                                       35


<PAGE>   42

SECTION 2.10. TEMPORARY NOTES.

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

SECTION 2.11. CANCELLATION.

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

SECTION 2.12. DEFAULTED INTEREST.

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


                                       36

<PAGE>   43

SECTION 2.14. CUSIP NUMBER.

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


                                   ARTICLE 3.
                                   REDEMPTION

SECTION 3.01. NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
45 days (unless a shorter period is acceptable to the Trustee) but not more than
60 days before a redemption date, an Officers' Certificate setting forth (i) the
redemption date, (ii) the principal amount of Notes to be redeemed and (iii) the
redemption price. If the Company elects or is required to make the redemption
pursuant to Section 3.08, it shall furnish the Trustee, at least one but not
more than 10 Business Days before a redemption date, an Officers' Certificate
setting forth (i) the redemption date and (ii) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

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

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


                                       37

<PAGE>   44

SECTION 3.03. NOTICE OF REDEMPTION.

         Subject to the provisions of Sections 3.08 and 3.09, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

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

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is being redeemed in part only, the portion of
the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed portion shall be issued in the name of the Holder thereof upon
cancellation of the original Note;

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

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

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

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

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

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

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

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


                                       38

<PAGE>   45

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

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

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

SECTION 3.06. NOTES REDEEMED IN PART.

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

SECTION 3.07. OPTIONAL REDEMPTION.

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


<TABLE>
<CAPTION>
YEAR                                                                                    PERCENTAGE
----                                                                                    ----------
<S>                                                                                  <C>
2004............................................................................         105.188%
2005............................................................................         102.594%
2006............................................................................         100.000%
</TABLE>


         Notwithstanding the foregoing, at any time prior to October 1, 2003,
the Company may redeem up to 35% of the aggregate principal amount of the Notes
outstanding at a redemption price equal to 110.375% of the principal amount
thereof on the repurchase date, together with accrued and unpaid interest to
such repurchase date, with the net cash proceeds of one or more public or
private sales (including



                                       39

<PAGE>   46

sales to EchoStar, regardless of whether EchoStar obtained such funds from an
offering of Equity Interests or Indebtedness of EchoStar or otherwise) of Equity
Interests (other than Disqualified Stock) of the Company (other than proceeds
from a sale to any Subsidiary of the Company or any employee benefit plan in
which the Company or any of its Subsidiaries participates); provided that: (a)
at least 65% in aggregate principal amount of the Notes originally issued remain
outstanding immediately after the occurrence of such redemption; and (b) the
sale of such Equity Interests is made in compliance with the terms of this
Indenture.

SECTION 3.08. MANDATORY REDEMPTION.

         Except as set forth in the immediately following sentence, the Notes
will not be subject to any mandatory redemption or sinking fund provisions.

         (a) In the event the Company has not delivered an Officers' Certificate
to the Trustee on or prior to October 25, 2000 certifying that the Company has
either (i) amended this Indenture to provide for a structure for the transaction
contemplated by Section 4.13 that will comply with the 1999 EDBS Notes
Indentures and will not cause the "push down" of the Indebtedness evidenced by
the Notes to occur prior to the time that EDBS would be permitted to incur such
Indebtedness and/or (ii) amended the 1999 EDBS Notes Indentures to provide that
the exchange feature set forth in Section 4.13 and the EDBS Exchange Offer will
not be considered a default under the 1999 EDBS Notes Indentures or (b) if the
Company delivers an Officers' Certificate to the Trustee on or prior to October
25, 2000 certifying that the Company is unable to obtain the consents to the
amendments referred to in clause (a) above, the Company shall redeem the Notes,
in whole and not in part, upon not less than 3 nor more than 10 days' notice, at
a price equal to 100% of the principal amount of the Notes, together with
accrued and unpaid interest thereon to the redemption date.


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

         When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09,
exceeds $25.0 million, the Company shall be obligated to make an offer to all
Holders of the Notes (an "Excess Proceeds Offer") to purchase the maximum
principal amount of Notes that may be purchased out of such Excess Proceeds at
an offer price in cash in an amount equal to 101% of the principal amount
thereof, together with accrued and unpaid interest to the date fixed for the
closing of such offer in accordance with the procedures set forth in this
Indenture; provided, however, that the Excess Proceeds shall first be applied to
repurchase the 1999 EDBS Notes and the EDBS Exchange Notes, if any, that remain
outstanding as of the date the Excess Proceeds Offer is required to be made,
pursuant to the terms of the 1999 EDBS Notes Indentures and the EDBS Exchange
Indenture, respectively, and any Indebtedness that is on parity with the 1999
EDBS Notes or the EDBS Exchange Notes and is required to be repurchased with
such Excess Proceeds prior to the application of any Excess Proceeds to the
repurchase of the Notes and Indebtedness on parity with the Notes in an Excess
Proceeds Offer. To the extent the Company or a Restricted Subsidiary is required
under the terms of Indebtedness of the Company or such Restricted Subsidiary
which is pari passu with, or (in the case of any secured Indebtedness)


                                       40

<PAGE>   47

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

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

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

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

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

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

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

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

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

                  (f) that Holders shall be entitled to withdraw their election
if the Company, depositary or Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder


                                       41

<PAGE>   48

delivered for purchase and a statement that such Holder is withdrawing his
election to have the Note purchased;

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

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

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

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


                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

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


                                       42
<PAGE>   49

funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due.

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

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

SECTION 4.03. REPORTS.

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


                                       43
<PAGE>   50

appear in annual or quarterly reports filed under Section 13 or 15(d) of the
Exchange Act (including all financial information that would be required to be
contained in Forms 10-Q and 10-K), to be so filed with the SEC for public
availability (to the extent permitted by the SEC) and the Trustee and mailed to
the Holders within 120 days after the end of the Company's fiscal years and
within 60 days after the end of each of the first three quarters of each such
fiscal year. The Company shall also comply with the provisions of TIA Section
314(a).

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

SECTION 4.04. COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether each has kept, observed, performed
and fulfilled its obligations under this Indenture and further stating, as to
each such Officer signing such certificate, that to the best of his or her
knowledge each entity has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture
including, without limitation, a default in the performance or breach of Section
4.07, Section 4.09, Section 4.10 or Section 4.15 (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action each is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action each is
taking or proposes to take with respect thereto.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of (i) any Default or Event of Default, 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.



                                       44
<PAGE>   51

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07. LIMITATION ON RESTRICTED PAYMENTS.

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

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

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

         (c) purchase, redeem, defease or otherwise acquire or retire for value
any Indebtedness that is expressly subordinated in right of payment to the
Notes, except in accordance with the scheduled mandatory redemption, sinking
fund or repayment provisions set forth in the original documentation governing
such Indebtedness;

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

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

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

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

                  (iii) such Restricted Payment, together with the aggregate of
         all other Restricted Payments made by the Company after the date of
         this


                                       45
<PAGE>   52

         Indenture, is less than the sum of (A) the difference of (x) cumulative
         Consolidated Cash Flow of the Company determined at the time of such
         Restricted Payment (or, in case such Consolidated Cash Flow shall be a
         deficit, minus 100% of such deficit) minus (y) 120% of Consolidated
         Interest Expense of the Company, each as determined for the period
         (taken as one accounting period) from April 1, 1999 to the end of the
         Company's most recently ended fiscal quarter for which internal
         financial statements are available at the time of such Restricted
         Payment; plus (B) an amount equal to 100% of the aggregate net cash
         proceeds and, in the case of proceeds consisting of assets used in or
         constituting a business permitted under Section 4.17 of this Indenture,
         100% of the fair market value of the aggregate net proceeds other than
         cash received by the Company or EDBS either from capital contributions
         from EchoStar, or from the issue or sale (including an issue or sale to
         EchoStar) of Equity Interests (other than Disqualified Stock) of the
         Company or EDBS (other than Equity Interests sold to any Subsidiary of
         the Company), since the date of the 1999 EDBS Notes Indentures, but, in
         the case of any net cash proceeds, only to the extent such net cash
         proceeds are not used to redeem Notes pursuant to the second paragraph
         of Section 3.07 of this Indenture; plus (C) if any Unrestricted
         Subsidiary is designated by the Company as a Restricted Subsidiary, an
         amount equal to the fair market value of the net Investment by the
         Company, EDBS 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, EDBS or
         any Restricted Subsidiary in any such Unrestricted Subsidiary since the
         date of this Indenture, plus (D) 100% of any cash dividends and other
         cash distributions received by the Company and its Wholly Owned
         Restricted Subsidiaries from an Unrestricted Subsidiary to the extent
         not included in cumulative Consolidated Cash Flow plus (E), to the
         extent not included in clauses (A) through (D) above, an amount equal
         to the net reduction in Investments of the Company and its Restricted
         Subsidiaries since the date of this Indenture resulting from payments
         in cash of interest on Indebtedness, dividends, or repayment of loans
         or advances, or other transfers of property, in each case, to the
         Company or to a Wholly Owned Restricted Subsidiary or from the net cash
         proceeds from the sale, conveyance or other disposition of any such
         Investment; provided, however, that the foregoing sum shall not exceed,
         with respect to any Person in whom such Investment was made, the amount
         of Investments previously made by the Company or any Restricted
         Subsidiary in such Person which were included in computations made
         pursuant to this clause (iii).

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

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


                                       46

<PAGE>   53

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

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

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

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

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

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


                                       47
<PAGE>   54


         Investments are in businesses of the type described under Section 4.17
         of this Indenture;

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

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

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

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

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

                  (13) any Restricted Payment permitted under the 1999 EDBS
         Notes Indentures or the EDBS Exchange Indenture;

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

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

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


                                       48
<PAGE>   55

Section 4.07 of the 1999 EDBS Notes Indentures or the EDBS Exchange Indenture),
(14) and (15) shall not be included as Restricted Payments in any computation
made pursuant clause (iii) of the first paragraph of this Section 4.07.

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

         Not later than ten business days following a request from the Trustee,
the Company shall deliver to the Trustee an Officers' Certificate stating that
each Restricted Payment made in the six months preceding the date of request is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, which calculations shall be based upon the
Company's latest available financial statements.

SECTION 4.08. LIMITATIONS CONCERNING DISTRIBUTIONS BY SUBSIDIARIES, ETC.

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

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

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

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

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

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

                  (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


                                       49
<PAGE>   56

         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 and the Notes;

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

                  (viii) Permitted Liens; or

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

SECTION 4.09. INCURRENCE OF INDEBTEDNESS.

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

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

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

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



                                       50
<PAGE>   57

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

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

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

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

                           (vii) Existing Indebtedness;

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

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

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

                           (xi) Indebtedness of the Company or any of its
                  Restricted Subsidiaries the proceeds of which are used solely
                  to finance the


                                       51
<PAGE>   58

                  construction and development of a call center owned by the
                  Company or any of its Restricted Subsidiaries in
                  Christiansburg, Virginia or any refinancing thereof; provided
                  that the aggregate of all Indebtedness incurred pursuant to
                  this clause (xi) shall in no event exceed $10 million at any
                  one time outstanding;

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

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

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

                           (xv) Indebtedness represented by the EDBS Exchange
                  Notes, the EDBS Exchange Guarantees and the EDBS Exchange
                  Indenture.

         For purposes of determining compliance with this Section 4.09, if an
item of Indebtedness meets the criteria of more than one of the categories
described in clauses (i) through (xv) above or is permitted to be incurred
pursuant to the first paragraph of this Section 4.09 and also meets the criteria
of one or more of the categories described in clauses (i) through (xv) above,
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09 and may from time to time
reclassify such item of Indebtedness in any manner in which such item could be
incurred at the time of such reclassification.


                                       52
<PAGE>   59

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

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

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

                           (A) the Company or such Restricted Subsidiary, as the
                  case may be, must receive consideration at the time of such
                  Asset Sale at least equal to the fair market value (as
                  determined in good faith by the Board of Directors of the
                  Company evidenced by a resolution of the Board of Directors of
                  the Company) and set forth in an Officers' Certificate
                  delivered to the Trustee not later than ten business days
                  following a request from the Trustee which certificate shall
                  cover each Asset Sale made in the six months preceding the
                  date of request, 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 90 days after the date of transfer to
                  the Company or a Restricted Subsidiary) converted into cash;
                  provided that to the extent that such conversion is at a price
                  that is less than the fair market value (as determined above)
                  of such asset at the time of the Asset Sale in which such
                  asset was acquired, the Company shall be deemed to have made a


                                       53
<PAGE>   60

                  Restricted Payment in the amount by which such fair market
                  value exceeds the cash received upon conversion; and/or (z)
                  properties and capital assets (excluding Equity Interests) to
                  be used by the Company or any of its Restricted Subsidiaries
                  in a business permitted under Section 4.17 of this Indenture;
                  provided, however, that up to $40 million of assets in
                  addition to assets specified in clauses (x), (y) or (z) above
                  at any one time may be considered to be cash for purposes of
                  this clause (B), provided that the provisions of the next
                  paragraph are complied with as such non-cash assets are
                  converted to cash. The amount of any liabilities of the
                  Company or any Restricted Subsidiary that are assumed by or on
                  behalf of the transferee in connection with an Asset Sale (and
                  from which the Company or such Restricted Subsidiary are
                  unconditionally released) shall be deemed to be cash for the
                  purpose of this clause (B).

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

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

         In addition, clause (B) above shall not apply to any Asset Sale: (x)
where assets not essential to the direct broadcast satellite business are
contributed to a joint venture between the Company or one of its Restricted
Subsidiaries and a third party that is not an Affiliate of EchoStar or any of
its Subsidiaries; provided that following the sale, lease, conveyance or other
disposition the Company or one of its Wholly Owned Restricted Subsidiaries owns
at least 50% of the voting and equity interest in such joint venture, (y) to the
extent the consideration therefor received by the Company or a Restricted
Subsidiary would constitute Indebtedness or Equity


                                       54
<PAGE>   61

Interests of a Person that is not an Affiliate of EchoStar, the Company or one
of their respective Subsidiaries; provided that the acquisition of such
Indebtedness or Equity Interests is permitted under the provisions of Section
4.07 of this Indenture and (z) where assets sold are satellites, uplink centers
or call centers, provided that, in the case of clause (z) the Company and its
Restricted Subsidiaries continue to own at least three satellites, one uplink
center and one call center.

SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

         The Company shall not and shall not permit any Restricted Subsidiary
to, sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or purchase any property or assets from, or enter into any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (including any Unrestricted Subsidiary) (each of the
foregoing, an "Affiliate Transaction"), unless:

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

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

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


                                       55
<PAGE>   62

SECTION 4.12. LIMITATION ON LIENS.

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

SECTION 4.13. EXCHANGE OF NOTES FOR EDBS EXCHANGE NOTES.

         (a) Subject to the provisions described in this Section 4.13, EDBS will
be required to make an offer (the "EDBS Exchange Offer") to exchange all of the
then outstanding Notes for the EDBS Exchange Notes as soon as practical
following the date on which EDBS is permitted to incur Indebtedness in an amount
equal to the then outstanding principal amount of Notes under the first
paragraph of Section 4.09 of the 1999 EDBS Notes Indentures and such incurrence
of Indebtedness would not otherwise cause any breach or violation of, or result
in a default under, the terms of the 1999 EDBS Notes Indentures.

         (b) The EDBS Exchange Notes will be substantially identical to the
Notes, however, among other things (i) EDBS shall be the issuer thereof instead
of the Company, (ii) to the extent described below, certain Subsidiaries of EDBS
(the "EDBS Exchange Notes Guarantors") will guarantee (the "EDBS Exchange
Guarantees") the EDBS Exchange Notes to the same extent that such Subsidiaries
have guaranteed the 1999 EDBS Notes and (iii) modifications may be made in the
EDBS Exchange Notes in order to assure that the execution and delivery of the
EDBS Exchange Notes by EDBS and the incurrence of such Indebtedness do not
breach or violate or cause a default under the 1999 EDBS Notes and 1999 EDBS
Notes Indentures. The EDBS Exchange Indenture will be substantially identical to
this Indenture; provided, however, modifications will be made to reflect the
addition of the EDBS Exchange Guarantees, that the EDBS Exchange Notes
Guarantors are parties to the EDBS Exchange Indenture, and to ensure that the
execution and delivery of the EDBS Exchange Indenture by EDBS does not breach or
violate or cause a default under the 1999 EDBS Notes and 1999 EDBS Notes
Indentures.

         (c) As soon as reasonably practicable following the first date (as
reflected in EDBS' most recent quarterly or annual financial statements) on
which EDBS is permitted under the 1999 EDBS Notes Indentures to commence the
EDBS Exchange Offer (the "Exchange Trigger Date"), the Company shall cause EDBS
and the EDBS Exchange Notes Guarantors to (a) file a registration statement with
the SEC relating to the EDBS Exchange Offer, (b) use their reasonable efforts to
cause such registration statement to be declared effective as soon as
practicable by the SEC and (c) qualify the EDBS Exchange Indenture and the
trustee under the EDBS Exchange Indenture under the TIA.

         (d) The Company agrees that from the date hereof and through the
consummation of the EDBS Exchange Offer it shall prevent EDBS and its
Subsidiaries from incurring Indebtedness pursuant to the first paragraph of
Section 4.09 of the 1999 EDBS Notes Indentures in amounts that would cause EDBS
to not be permitted to incur the Indebtedness represented by the EDBS Exchange
Notes pursuant to such section. Notwithstanding the foregoing sentence, EDBS and
its Subsidiaries will be permitted to incur Indebtedness pursuant to clauses (i)
through (xiv) of the second paragraph of Section 4.09 of the 1999 EDBS Notes
Indentures.


                                       56
<PAGE>   63

         (e) At the time of the EDBS Exchange Offer, each Subsidiary of EDBS
that is a guarantor of the 1999 EDBS Notes will become an EDBS Exchange Notes
Guarantor in connection with the EDBS Exchange Offer except to the extent such
Subsidiary would, as a result of such Subsidiary becoming an EDBS Exchange Notes
Guarantor, be in breach or violation of, or cause a default under the 1999 EDBS
Notes and the 1999 EDBS Notes Indentures, or in default under, any contract or
agreement that it is a party to or otherwise bound; provided that if after the
EDBS Exchange Offer such Subsidiary is still a guarantor of the 1999 EDBS Notes
and it could become an EDBS Exchange Notes Guarantor without breaching or
violating or being in default under any contract or agreement, EDBS shall
promptly cause such Subsidiary to become an EDBS Exchange Notes Guarantor. The
EDBS Exchange Indenture will provide that only EDBS and the EDBS Exchange Notes
Guarantors may incur Indebtedness pursuant to the indebtedness to cash flow
ratio test to be contained therein.

         (f) The Company agrees that, within ten business days after the
registration statement referred to in subsection (c) above has been declared
effective by the SEC, it shall cause EDBS and the EDBS Exchange Notes Guarantors
to send a written notice of exchange by mail to each holder of record of Notes,
which notice shall state (i) that EDBS and the EDBS Exchange Notes Guarantors
are making an offer to exchange the EDBS Exchange Notes and the EDBS Exchange
Guarantees for the Notes pursuant to Section 4.13 of this Indenture and (ii) the
date fixed for exchange (the "Exchange Date"), which date shall not be less than
30 days nor more than 45 days following the date on which such notice is mailed
(except as provided in the last sentence of this paragraph).

         (g) If on the Exchange Date, holders of at least 90% in aggregate
principal amount of the then outstanding Notes have accepted the Exchange Offer,
then, without any further action on the part of the Company or EDBS or any EDBS
Exchange Notes Guarantors, all of the then outstanding Notes shall be deemed to
have been exchanged for EDBS Exchange Notes and the related EDBS Exchange
Guarantees. On the Exchange Date, if the conditions set forth in clauses (A)
through (D) below are satisfied and if the exchange is then permitted under the
1999 EDBS Notes Indentures, the Company shall cause EDBS and the EDBS Exchange
Notes Guarantors to issue, and EDBS and the EDBS Exchange Notes Guarantors shall
issue, the EDBS Exchange Notes and the EDBS Exchange Guarantees in exchange for
the Notes as provided in subsection (h), provided that on the Exchange Date: (A)
a registration statement relating to the EDBS Exchange Notes and the EDBS
Exchange Guarantees shall have been declared effective under the Securities Act
prior to such exchange and shall continue to be in effect on the Exchange Date
or EDBS shall have obtained a written opinion of counsel that an exemption from
the registration requirements of the Securities Act is available for such
exchange and that upon receipt of such EDBS Exchange Notes and EDBS Exchange
Guarantees pursuant to such exchange made in accordance with such exemption,
each holder (assuming such holder is not an Affiliate of EDBS) thereof will not
be subject to any restrictions imposed by the Securities Act upon the resale
thereof, except to the extent such holder is an Affiliate of EDBS, and such
exemption is relied upon by EDBS for such exchange; (B) the EDBS Exchange
Indenture and the trustee under the EDBS Exchange Indenture shall have been
qualified under the TIA; (C) immediately after giving effect to such exchange,
no Default or Event of Default


                                       57
<PAGE>   64

(each as defined in the EDBS Exchange Indenture) would exist under the EDBS
Exchange Indenture; and (D) EDBS and the EDBS Exchange Notes Guarantors shall
have delivered to the trustee under the EDBS Exchange Indenture a written
opinion of counsel, dated the date of exchange, regarding the satisfaction of
the conditions set forth in clauses (A), (B) and (C). If (i) the issuance of the
EDBS Exchange Notes and EDBS Exchange Guarantees is not permitted on the
Exchange Date or (ii) any of the conditions set forth in clause (A) through (D)
of the preceding sentence are not satisfied on the Exchange Date, the Company
shall cause EDBS and the EDBS Exchange Notes Guarantors to use their reasonable
efforts to satisfy such conditions and effect such exchange as soon as
practicable.

         (h) Upon any exchange pursuant to subsection (g), the Holders of
outstanding Notes will be entitled to receive an amount of EDBS Exchange Notes
in principal amount equal to the principal amount of Notes exchanged. The EDBS
Exchange Notes will be issued in registered form, without coupons. EDBS Exchange
Notes issued in exchange for notes will be issued in principal amounts of $1,000
and integral multiples of $1,000 to the extent possible. On and after the
Exchange Date, interest will cease to accrue on the Notes tendered for exchange
as of the last interest payment date of the Notes prior to the Exchange Date,
and all rights of the holders of Notes (except the right to receive the EDBS
Exchange Notes) will terminate. Interest will accrue on the EDBS Exchange Notes
beginning on the date immediately following the last interest payment date of
the Notes. The Person entitled to receive the EDBS Exchange Notes issuable upon
such exchange will be treated for all purposes as the registered holder of such
EDBS Exchange Note.

         (i) If less than 90% in aggregate principal amount of the then
outstanding Notes accept the Exchange Offer, the Notes not accepting the
Exchange Offer will remain outstanding pursuant to this Indenture and the Notes
tendered for exchange will be exchanged for EDBS Exchange Notes and EDBS
Exchange Guarantees.

         (j) The Company and its Subsidiaries shall comply with the provisions
of the Exchange Act in connection with the EDBS Exchange Offer, to the extent
applicable.

SECTION 4.14. CORPORATE EXISTENCE.

         Subject to Article 5 of this Indenture and the next succeeding
paragraph of this Section 4.14, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its existence
as a corporation, and subject to 4.10 and 4.21, the corporate, partnership or
other existence of any Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any Restricted Subsidiary and (ii) subject to Section 4.10 and 4.21,
the rights (charter and statutory), licenses and franchises of the Company and
its Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Restricted Subsidiary if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.



                                       58
<PAGE>   65

SECTION 4.15. OFFER TO PURCHASE UPON CHANGE IN CONTROL.

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

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

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

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

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

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

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

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

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

SECTION 4.16. MAINTENANCE OF INSURANCE.

         At all times, the Company, EDBS or a Wholly Owned Restricted Subsidiary
of the Company will maintain and be the named beneficiary under Satellite
Insurance with respect to the lesser of (x) at least one-half or (y) three of
the satellites owned


                                       59
<PAGE>   66

or leased by the Company or its Subsidiaries (insured in an amount at least
equal to the depreciated cost of such satellites)("Insured Satellites").

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

SECTION 4.17. ACTIVITIES OF THE COMPANY.

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

SECTION 4.18. INTENTIONALLY OMITTED.

SECTION 4.19. ECHOSTAR EQUITY CONTRIBUTION.

         Concurrently with the consummation of the Offering, EchoStar shall
contribute to the Company all outstanding capital stock of EDBS and EchoStar
Orbital Corporation.



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<PAGE>   67

SECTION 4.20. ACCOUNTS RECEIVABLE SUBSIDIARY.

         The Company:

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

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

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

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

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<PAGE>   68

participation interests therein of the Company and its Subsidiaries and
activities incidental thereto;

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

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

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

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

         Notwithstanding Section 4.07 and Section 4.10 of this Indenture, in the
event that the Indebtedness to Cash Flow Ratio of the Company would not have
exceeded 6.0 to 1 on a pro forma basis after giving effect to the sale of all of
the Company's or its Subsidiaries', Equity Interests in or assets of ETC, then
(1) the payment of any dividend or distribution consisting of Equity Interests
or assets of ETC or the proceeds of a sale, conveyance or other disposition of
such Equity Interests or assets or the sale, conveyance or other disposition of
Equity Interests or assets of ETC or the proceeds of a sale, conveyance or other
disposition of such Equity Interests or assets shall not constitute a Restricted
Payment and (2) the sale, conveyance or other disposition of the Equity
Interests or assets of ETC or the proceeds of a sale, conveyance or other
disposition of such Equity Interests or assets shall not constitute an Asset
Sale and (3) provided that the Company designates ETC as an Unrestricted


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<PAGE>   69

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

         Notwithstanding Section 4.07 and Section 4.10 of this Indenture, (1)
the payment of any dividend or distribution consisting of Equity Interests or
assets of any Non-Core Asset or the proceeds of a sale, conveyance or other
disposition of such Equity Interests or assets or the sale, conveyance or other
disposition of Equity Interests in or assets of any Non-Core Asset or the
proceeds of a sale, conveyance or


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<PAGE>   70

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

         Promptly after any Payout pursuant to the terms of this Section 4.21,
within ten Business Days of a request by the Trustee, the Company shall deliver
an Officers' Certificate to the Trustee setting forth the Investments made by
the Company or its


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<PAGE>   71

Restricted Subsidiaries in ETC or a Non-Core Asset, as the case may be, and
certifying that the requirements of this Section 4.21 have been satisfied in
connection with the making of such Payout.

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

SECTION 4.22. PAYMENTS FOR CONSENT.

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

                                   ARTICLE 5.
                                   SUCCESSORS

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

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


                                       65
<PAGE>   72

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

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

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


                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

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

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

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

                  (c) failure to comply with the provisions of Section 4.10,
         Section 4.11, Section 4.13, Section 4.15, or Section 4.16;

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

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

                  (f) default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any


                                       66
<PAGE>   73

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

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

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

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

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



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SECTION 6.02. ACCELERATION.

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

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

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

SECTION 6.03. OTHER REMEDIES.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



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<PAGE>   75

SECTION 6.04. WAIVER OF PAST DEFAULTS.

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

SECTION 6.05. CONTROL BY MAJORITY.

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

SECTION 6.06. LIMITATION ON SUITS.

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

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

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

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

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

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

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


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

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

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

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



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<PAGE>   77

SECTION 6.10. PRIORITIES.

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

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

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

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

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

SECTION 6.11. UNDERTAKING FOR COSTS.

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


                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

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

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

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


                                       71
<PAGE>   78

                  (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 (b)
         of this Section;

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

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

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

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

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

SECTION 7.02. RIGHTS OF TRUSTEE.

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

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


                                       72
<PAGE>   79

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

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

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

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

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

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


SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04. TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital


                                       73
<PAGE>   80

herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

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

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

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

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

SECTION 7.07. COMPENSATION AND INDEMNITY.

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

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except any such
loss, liability or expense as may be attributable to the gross negligence,
willful misconduct or bad faith of the Trustee. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and


                                       74
<PAGE>   81

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) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

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

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

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

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

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

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

                  (e) the Trustee becomes incapable of acting.

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


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<PAGE>   82

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

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

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

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

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

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

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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



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                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

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

SECTION 8.03. COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company shall be released from its obligations under
the covenants contained in Sections 3.09, 4.03, 4.04, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21 and 5.01 with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for GAAP). 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


                                       77
<PAGE>   84


document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01(c), but, except as specified above, the remainder
of this Indenture and such Notes shall be unaffected thereby. In addition, upon
the Company's exercise under Section 8.01 of the option applicable to this
Section 8.03, Sections 6.01(c) through 6.01(h) shall not constitute Events of
Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

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

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

                  (c) In the case of an election under Section 8.03, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably satisfactory to the Trustee to the effect that the
         Holders of the


                                       78
<PAGE>   85
         outstanding Notes will not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Covenant
         Defeasance had not occurred;

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

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

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

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

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

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

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


                                       79
<PAGE>   86

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

SECTION 8.06. REPAYMENT TO COMPANY.

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

SECTION 8.07. REINSTATEMENT.

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


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<PAGE>   87


                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

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

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

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

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

         Upon the request of the Company accompanied by a resolution of the
Board of Directors of the Company and upon receipt by the Trustee of the
documents described in Section 10.04, the Trustee shall join with the Company in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture which affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

         The Company and the Trustee may amend or supplement this Indenture and
the Notes or any amended or supplemental Indenture with the written consent of
the Holders of Notes of at least a majority in aggregate principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes), and any existing Default and its
consequences or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in connection with a
tender offer or exchange offer for the Notes). Notwithstanding the foregoing,
(a) Sections 3.09, 4.10, 4.13 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


                                       81
<PAGE>   88

each Holder affected, an amendment or waiver may not (with respect to any Notes
held by a non-consenting Holder of Notes):

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

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

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

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

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

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

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

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

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

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or

                                       82
<PAGE>   89

waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in
aggregate principal amount of the Notes then outstanding may waive compliance in
a particular instance by the Company with any provision of this Indenture or the
Notes.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

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

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

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign any amended or supplemental Indenture until its Board of Directors
approves it.


                                       83
<PAGE>   90


                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.01. 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 10.02. NOTICES.

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

If to the Company:

         EchoStar Broadband Corporation
         5701 South Santa Fe Drive
         Littleton, Colorado 80120
         Telecopier No.: (303) 799-1699
         Attention:  David K. Moskowitz, Esq.

With a copy to:

         Friedlob, Sanderson, Paulson & Tourtillot, LLC
         1400 Glenarm Place
         3rd Floor
         Denver, Colorado  80202
         Telecopier No.: (303) 595-3159
         Attention: Raymond L. Friedlob, Esq.

If to the Trustee:

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

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

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


                                       84
<PAGE>   91

         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 10.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

         Holders of the Notes may communicate pursuant to TIA ss. 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 10.04. 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 10.05. 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;



                                       85
<PAGE>   92

                  (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 10.06. 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 10.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,
               INCORPORATORS AND STOCKHOLDERS.

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

SECTION 10.08. GOVERNING LAW.

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

SECTION 10.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 10.10. SUCCESSORS.

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

SECTION 10.11. 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.


                                       86
<PAGE>   93

SECTION 10.12. COUNTERPART ORIGINALS.

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

SECTION 10.13. TABLE OF CONTENTS, HEADINGS, ETC.

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


                         [Signatures on following page]



                                       87
<PAGE>   94


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

                           ECHOSTAR BROADBAND CORPORATION,
                           a Colorado corporation


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



                           U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


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

<PAGE>   95



                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------
                          10 3/8% Senior Note due 2007

Cert. No.
CUSIP No. 27876MAA3

EchoStar Broadband Corporation

promises to pay to


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

or its registered assigns

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

Dollars on October 1, 2007

Interest Payment Dates:  April 1 and October 1, commencing October 1, 2001

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


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

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

                           ECHOSTAR BROADBAND CORPORATION


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

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

[SEAL]

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

U.S. Bank Trust National Association, as Trustee

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




                                       A-1

<PAGE>   96

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

                                 [Back of Note]


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

         (a) Interest. EchoStar Broadband Corporation, a Colorado corporation
(the "Company") promises to pay interest on the principal amount of this Note at
the rate and in the manner specified below. Interest will accrue at 10 3/8% per
annum and will be payable semi-annually in cash on each April 1 and October 1,
commencing April 1, 2001, or if any such day is not a Business Day on the next
succeeding Business Day (each an "Interest Payment Date") to Holders of record
of the Notes at the close of business on the immediately preceding March 15 and
September 15, whether or not a Business Day. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Interest shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from September 25, 2000. To the extent lawful, the
Company shall pay interest on overdue principal at the rate of the then
applicable interest rate on the Notes; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) at the
same rate to the extent lawful. In addition, Holders may be entitled to the
benefits of certain provisions of the Registration Rights Agreement.

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

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

         (d) Indenture. The Company issued the Notes under an Indenture, dated
as of September 25, 2000 (the "Indenture"), among the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb), as in effect on the date of the Indenture. The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and such act for a statement of such terms. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the Notes. The Notes
are unsecured obligations of the Company.

         (e) Optional Redemption. Except as provided in the next paragraph, the
Notes will not be redeemable at the Company's option prior to October 1, 2004.
Thereafter, the

                                       A-2

<PAGE>   97



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


<TABLE>
<CAPTION>
YEAR                                                                PERCENTAGE
----                                                                ----------
<S>                                                                <C>
2004.................................................................105.188%
2005.................................................................102.594%
2006.................................................................100.000%
</TABLE>

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

         (f) Mandatory Redemption. Under the circumstances described in Section
3.08 of the Indenture, the Company will be required to redeem all, but not less
than all, of the Notes at a redemption price equal to 100% of the principal
amount thereof, together with accrued and unpaid interest to such a redemption
date.

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




                                       A-3

<PAGE>   98



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

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

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

         (j) 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.

         (k) 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


                                       A-4

<PAGE>   99


obtained in connection with a tender offer or exchange offer for the Notes), and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes). Notwithstanding the
foregoing, (a) Sections 3.09 (Offer to Purchase by Application of Excess
Proceeds), 4.10 (Asset Sales), 4.13 (Exchange of Notes for EDBS Exchange Notes)
and 4.15 (Offer to Repurchase Upon Change in Control) of the Indenture
(including, in each case, the related definitions) may not be amended or waived
without the written consent of at least 66 2/3% in principal amount of the Notes
then outstanding (including consents obtained in connection with a tender offer
or exchange offer for the Notes) and (b) without the consent of each Holder
affected, an amendment or waiver may not (with respect to any Notes held by a
non-consenting Holder of Notes) reduce the principal amount of Notes whose
Holders must consent to an amendment, supplement or waiver; reduce the principal
of or change the fixed maturity of any Note or alter the provisions with respect
to the redemption of the Notes; reduce the rate of or change the time for
payment of interest on any Note; waive a Default or Event of Default in the
payment of principal of or premium, if any, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes and a waiver of the
payment default that resulted from such acceleration); make any Note payable in
money other than that stated in the Notes; make any change in the provisions of
the Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of or interest on the Notes; waive a
redemption payment or mandatory redemption with respect to any Note; or make any
change in the foregoing amendment and waiver provisions. Notwithstanding the
foregoing, without the consent of any Holder of a Note, the Indenture or the
Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency; to provide for uncertificated Notes in addition to or in place of
certificated Notes; to provide for the assumption of the Company's obligations
to the Holders of the Notes in case of a merger or consolidation; to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the Indenture
of any such Holder; or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act.

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

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

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

                  (c) failure to comply with the provisions described under
         Section 4.15 (Offer to Purchase Upon Change in Control), Section 4.16
         (Maintenance of Insurance), Section 4.11 (Limitation on Transactions
         with Affiliates), Section 4.10 (Asset Sales) of the Indenture, or
         Section 4.13 (Exchange of Notes for EDBS Exchange Notes);

                  (d) default under the provisions described under Section 4.07
         (Limitation on Restricted Payments) or Section 4.09 (Incurrence of
         Indebtedness) of the Indenture which default remains uncured for 30
         days, or the breach of any representation or


                                       A-5

<PAGE>   100


         warranty, or the making of any untrue statement, in any certificate
         delivered by the Company pursuant to the Indenture;

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

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

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

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

                  (i) certain events of bankruptcy or insolvency with respect to
         EchoStar, the Company or certain of the Company's Subsidiaries
         (including the filing of a voluntary case, the consent to an order of
         relief in an involuntary case, the consent to the appointment of a
         custodian, a general assignment for the benefit of creditors or an
         order of a court for relief in an involuntary case, appointing a
         custodian or ordering liquidation, which order remains unstayed for 60
         days).

         If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately (plus, in the case of an
Event of Default that is the result of an action by the Company or any of its
Subsidiaries intended to avoid restrictions on or premiums related to
redemptions of the Notes contained in the Indenture or the Notes, an amount of
premium that would have been applicable pursuant to the Notes or as set forth in
the Indenture). Notwithstanding the foregoing, in the case of an Event of
Default arising from the events of bankruptcy or insolvency with respect to the
Company or any of its


                                       A-6

<PAGE>   101


Subsidiaries described in (i) above, all outstanding Notes will become due and
payable without further action or notice. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in such holders' interest.

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

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

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

         (m) 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.

         (n) No Personal Liabilities of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator or
stockholder of the Company or any of its Affiliates, as such, shall have any
liability for any obligations of the Company or any of its Affiliates under this
Note or the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of the Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

         (o) Exchange for EDBS Exchange Notes. Under the circumstances described
in Section 4.13 of the Indenture, EDBS will be required to make an offer to
exchange the EDBS Exchange Notes for the Notes.

         (p) Obligation Solely of the Company. The Holder of this Note
acknowledges this Note is an obligation solely of the Company and prior to the
consummation of the EDBS Exchange Offer such Holder shall have no claim to
receive the EDBS Exchange Notes.

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


                                       A-7

<PAGE>   102


         (r) 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).

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

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

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



                                       A-8

<PAGE>   103



                                 ASSIGNMENT FORM


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


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

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

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

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


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


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

Signature Guarantee.




                                       A-9

<PAGE>   104



                       OPTION OF HOLDER TO ELECT PURCHASE


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

         __ Section 3.09 __ Section 4.15

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

$
 ---------

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

Signature Guarantee.



                                      A-10

<PAGE>   105




                          [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:


<TABLE>
<CAPTION>
                       Amount of              Amount of              Principal Amount          Signature of
                       decrease in            Increase Principal     of this Global Note       authorized officer
                       Principal Amount       Amount of              following such            of Trustee or Note
Date of Exchange       of this Global Note    the Global Note.       decrease (or Increase)    Custodian
----------------       -------------------    ----------------       ----------------------    ------------------
<S>                    <C>                   <C>                     <C>                     <C>
</TABLE>



                                      A-11

<PAGE>   106



                                                                       Exhibit B

                         FORM OF CERTIFICATE OF TRANSFER



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

U.S. Bank Trust National Association
180 East 5th Street
St. Paul, MN 55101

         Re:      10 3/8% Senior Notes due 2007

         Reference is hereby made to the Indenture, dated as of September 25,
2000 (the "Indenture"), between EchoStar Broadband Corporation, as issuer (the
"Company") and U.S. Bank Trust National Association, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

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

                             [CHECK ALL THAT APPLY]

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

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


                                      B-1

<PAGE>   107

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

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

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

                                       or

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

                                       or

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

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

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


                                       B-2

<PAGE>   108


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.

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


                                       B-3

<PAGE>   109



                       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 27876MAA3), or

                  (ii)     [ ] Regulation S Global Note (CUSIP U27782AA6), 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 27876MAA3), or

                  (ii)     [ ] Regulation S Global Note (CUSIP U27782AA6),or

                  (iii)    [ ] Unrestricted Global Note (CUSIP USU27782AA65), or

         (b)      [ ] a Restricted Definitive Note; or

         (c)      [ ] an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.




                                       B-4

<PAGE>   110



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

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

U.S. Bank Trust National Association
180 East 5th Street
St. Paul, MN  55101

         Re:      10 3/8% Senior Notes due 2007

                                (CUSIP 27876MAA3)

         Reference is hereby made to the Indenture, dated as of September 25,
2000 (collectively, the "Indenture"), between EchoStar Broadband Corporation, as
issuer (the "Company"), and U.S. Bank Trust National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

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

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

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

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



                                       C-1

<PAGE>   111


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.

                  (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



                                       C-2

<PAGE>   112


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.


                                       C-3

<PAGE>   113



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






                                       C-4