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                                                                    EXHIBIT 4.8
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                            ECHOSTAR DBS CORPORATION

                                 $1,000,000,000

                          10 3/8% SENIOR NOTES DUE 2007

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

                                    ---------
                                    INDENTURE

                          Dated as of November 12, 2002
                                    ---------

                                    ---------
                         U.S. Bank National Association
                                    ---------

                                     Trustee

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                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                    <C>
ARTICLE 1.

DEFINITIONS AND INCORPORATION
BY REFERENCE.........................................................................................     2
         Section  1.01.  Definitions.................................................................     2
         Section  1.02.  Other Definitions...........................................................    18
         Section  1.03.  Incorporation by Reference of Trust Indenture Act...........................    18
         Section  1.04.  Rules of Construction.......................................................    19

ARTICLE 2.

THE NOTES............................................................................................    19
         Section  2.01.  Form and Dating.............................................................    19
         Section  2.02.  Form of Execution and Authentication........................................    20
         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...............................................    21
         Section  2.06.  Transfer and Exchange.......................................................    22
         Section  2.07.  Replacement Notes...........................................................    26
         Section  2.08.  Outstanding Notes...........................................................    26
         Section  2.09.  Treasury Notes..............................................................    26
         Section  2.10.  Temporary Notes.............................................................    27
         Section  2.11.  Cancellation................................................................    27
         Section  2.12.  Defaulted Interest..........................................................    27
         Section  2.13.  Record Date.................................................................    28
         Section  2.14.  CUSIP Number................................................................    28

ARTICLE 3.

REDEMPTION...........................................................................................    28
         Section  3.01.  Notices to Trustee..........................................................    28
         Section  3.02.  Selection of Notes to be Redeemed...........................................    28
         Section  3.03.  Notice of Redemption........................................................    29
         Section  3.04.  Effect of Notice of Redemption..............................................    29
         Section  3.05.  Deposit of Redemption Price.................................................    30
         Section  3.06.  Notes Redeemed in Part......................................................    30
         Section  3.07.  Optional Redemption.........................................................    30
         Section  3.08.  Mandatory Redemption........................................................    31
         Section  3.09.  Offer to Purchase by Application of Excess Proceeds.........................    31

ARTICLE 4.

COVENANTS............................................................................................    33
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<TABLE>
<S>                                                                                                    <C>
         Section  4.01.  Payment of Notes............................................................    33
         Section  4.02.  Maintenance of Office or Agency.............................................    33
         Section  4.03.  Reports.....................................................................    34
         Section  4.04.  Compliance Certificate......................................................    35
         Section  4.05.  Taxes.......................................................................    35
         Section  4.06.  Stay, Extension And Usury Laws..............................................    36
         Section  4.07.  Limitation on Restricted Payments...........................................    36
         Section  4.08.  Limitations Concerning Distributions by Subsidiaries, Etc...................    40
         Section  4.09.  Incurrence of Indebtedness..................................................    42
         Section  4.10.  Asset Sales.................................................................    45
         Section  4.11.  Limitation on Transactions with Affiliates..................................    47
         Section  4.12.  Limitation on Liens.........................................................    48
         Section  4.13.  Additional Subsidiary Guarantees............................................    48
         Section  4.14.  Corporate Existence.........................................................    49
         Section  4.15.  Offer to Purchase Upon Change in Control....................................    49
         Section  4.16.  Maintenance of Insurance....................................................    50
         Section  4.17.  Activities of the Company...................................................    51
         Section  4.18.  Intentionally Omitted.......................................................    51
         Section  4.19.  Intentionally Omitted.......................................................    51
         Section  4.20.  Accounts Receivable Subsidiary..............................................    51
         Section  4.21.  Dispositions of Etc And Non-core Assets.....................................    53
         Section  4.22.  Payments For Consent........................................................    56

ARTICLE 5.

SUCCESSORS...........................................................................................    56
         Section  5.01.  Merger, Consolidation, or Sale of Assets....................................    56
         Section  5.02.  Successor Corporation Substituted...........................................    57

ARTICLE 6.

DEFAULTS AND REMEDIES................................................................................    57
         Section  6.01.  Events of Default...........................................................    57
         Section  6.02.  Acceleration................................................................    59
         Section  6.03.  Other Remedies..............................................................    59
         Section  6.04.  Waiver of Past Defaults.....................................................    60
         Section  6.05.  Control by Majority.........................................................    60
         Section  6.06.  Limitation on Suits.........................................................    60
         Section  6.07.  Rights of Holders of Notes to Receive Payment...............................    61
         Section  6.08.  Collection Suit by Trustee..................................................    61
         Section  6.09.  Trustee May file Proofs of Claim............................................    61
         Section  6.10.  Priorities..................................................................    62
         Section  6.11.  Undertaking for Costs.......................................................    62

ARTICLE 7.

TRUSTEE..............................................................................................    62
         Section  7.01.  Duties of Trustee...........................................................    62
         Section  7.02.  Rights of Trustee...........................................................    64
</TABLE>

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<TABLE>
<S>                                                                                                    <C>
         Section  7.03.  Individual Rights of Trustee................................................    65
         Section  7.04.  Trustee's Disclaimer........................................................    65
         Section  7.05.  Notice of Defaults..........................................................    65
         Section  7.06.  Reports by Trustee to Holders of the Notes..................................    65
         Section  7.07.  Compensation and Indemnity..................................................    66
         Section  7.08.  Replacement of Trustee......................................................    66
         Section  7.09.  Successor Trustee by Merger, Etc............................................    68
         Section  7.10.  Eligibility; Disqualification...............................................    68
         Section  7.11.  Preferential Collection of Claims Against Company...........................    68

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................................    68
         Section  8.01.  Option to Effect Legal Defeasance or Covenant Defeasance....................    68
         Section  8.02.  Legal Defeasance and Discharge..............................................    68
         Section  8.03.  Covenant Defeasance.........................................................    69
         Section  8.04.  Conditions to Legal or Covenant Defeasance..................................    69
         Section  8.05.  Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions..............................................    71
         Section  8.06.  Repayment to Company........................................................    72
         Section  8.07.  Reinstatement...............................................................    72

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER.....................................................................    72
         Section  9.01.  Without Consent of Holders of Notes.........................................    72
         Section  9.02.  With Consent of Holders of Notes............................................    73
         Section  9.03.  Compliance with Trust Indenture Act.........................................    74
         Section  9.04.  Revocation and Effect of Consents...........................................    75
         Section  9.05.  Notation on or Exchange of Notes............................................    75
         Section  9.06.  Trustee to Sign Amendments, Etc.............................................    75

ARTICLE 10.

GUARANTEES...........................................................................................    75
         Section 10.01.  Guarantee...................................................................    75
         Section 10.02.  Execution and Delivery of Guarantees........................................    77
         Section 10.03.  Guarantors May Consolidate, Etc., on Certain Terms..........................    77
         Section 10.04.  Releases from Guarantees....................................................    78

ARTICLE11.

MISCELLANEOUS........................................................................................    79
         Section 11.01.  Trust Indenture Act Controls................................................    79
         Section 11.02.  Notices.....................................................................    79
         Section 11.03.  Communication by Holders of Notes with Other Holders of
                 Notes...............................................................................    80
         Section 11.04.  Certificate and Opinion as to Conditions Precedent..........................    80
</TABLE>

                                       iii
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<TABLE>
<S>                                                                                                    <C>
         Section 11.05.  Statements Required in Certificate or Opinion...............................    81
         Section 11.06.  Rules by Trustee and Agents.................................................    81
         Section 11.07.  No Personal Liability of Directors, Officers, Employees,
                 Incorporators and Stockholders.....................................................     81
         Section 11.08.  Governing Law...............................................................    81
         Section 11.09.  No Adverse Interpretation of Other Agreements...............................    82
         Section 11.10.  Successors..................................................................    82
         Section 11.11.  Severability................................................................    82
         Section 11.12.  Counterpart Originals.......................................................    82
         Section 11.13.  Table of Contents, Headings, Etc............................................    82

                  GUARANTEE..........................................................................   B-1
</TABLE>

                                       iv
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                              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.

                                        v
<PAGE>
         INDENTURE dated as of November 12, 2002 among EchoStar DBS Corporation
(the "Company"), a Colorado corporation, the Guarantors, (as defined herein) and
U.S. Bank National Association, as trustee (the "Trustee").

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

                                    RECITALS

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

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

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

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

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

                                       1
<PAGE>
                                   ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

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

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

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

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

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

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

                                       2
<PAGE>
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.

         "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.

                                       3
<PAGE>
         "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 to the distribution of
assets upon any voluntary liquidation, dissolution or winding up of such Person,
to shares of Capital Stock or any other class of such Person.

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

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

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

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

                                       4
<PAGE>
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 September 25, 2000 in the book value of any asset owned by such
Person or a consolidated Subsidiary of such Person; and (ii) all unamortized
debt discount and expense and unamortized deferred charges, all of the foregoing
determined on a consolidated basis in accordance with GAAP.

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

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

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

         "DBS" means direct broadcast satellite.

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

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

         "Deferred Payments" means Indebtedness to satellite construction or
launch contractors incurred after the date of this Indenture in connection with
the construction or

                                       5
<PAGE>
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.

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

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

         "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.

                                       6
<PAGE>
         "EchoStar IV" means the high-powered direct broadcast satellite
designated as EchoStar IV in the Offering Memorandum.

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

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

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

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

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

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

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

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

         "FCC" means the Federal Communications Commission.

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

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

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

         "Global Notes" means a permanent global Note substantially in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on

                                       7
<PAGE>
behalf of and registered in the name of the Depositary, 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.

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

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

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

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

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

                                       8
<PAGE>
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.

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

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

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

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

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

                                       9
<PAGE>
         "Maximum Secured Amount" means at any time (i) if the Company at such
time has a rating or has received in writing an indicative rating on the Notes
of both "Ba3" from Moody's and "BB-" from S&P, an amount equal to the greater of
(x) the product of 1.25 times the Trailing Cash Flow Amount and (y) $500 million
and (ii) in the event that the Company does not have both of such ratings or
indicative ratings at such time, $500 million.

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

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

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

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

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

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

                                       10
<PAGE>
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 assets of any other
Person (except a Wholly Owned Subsidiary of the referent Person), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, and (iv) is
not required by GAAP to be reflected on the financial statements of any other
Person (other than a Subsidiary of the referent Person) prepared in accordance
with GAAP.

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

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

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

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

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

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

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

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

                                       11
<PAGE>
         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

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

         "Permitted Liens" means: (a) Liens securing the Notes and Liens
securing any Guarantee; (b) Liens securing the Deferred Payments;(c) Liens
securing any Indebtedness permitted under Section 4.09 of this Indenture;
provided that such Liens under this clause (c) shall not secure Indebtedness in
an amount exceeding the Maximum Secured Amount at the time that such Lien is
incurred; (d) Liens securing Purchase Money Indebtedness, provided that such
Indebtedness was permitted to be incurred by the terms of this Indenture and
such Liens do not extend to any assets of the Company or its Restricted
Subsidiaries other than the assets so acquired; (e) Liens securing Indebtedness
the proceeds of which are used to develop, construct, launch or insure any
satellites other than EchoStar I, EchoStar II, EchoStar III, EchoStar IV,
provided that such Indebtedness was permitted to be incurred by the terms of
this Indenture and such Liens do not extend to any assets of the Company or its
Restricted Subsidiaries other than such satellites being developed, constructed,
launched or insured, and to the related licenses, permits and construction,
launch and TT&C contracts; (f) Liens on orbital slots, licenses and other assets
and rights of the Company, provided that such orbital slots, licenses and other
assets and rights relate solely to the satellites referred to in clause (e) of
this definition; (g) Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Company or any Restricted
Subsidiary of the Company, provided that such Liens were not incurred in
connection with, or in contemplation of, such merger or consolidation, other
than in the ordinary course of business; (h) Liens on property of an
Unrestricted Subsidiary at the time that it is designated as a Restricted
Subsidiary pursuant to the definition of "Unrestricted Subsidiary," provided
that such Liens were not incurred in connection with, or contemplation of, such
designation; (i) Liens on property existing at the time of acquisition thereof
by the Company or any Restricted Subsidiary of the Company; provided that such
Liens were not incurred in connection with, or in contemplation of, such
acquisition and do not extend to any assets of the Company or any of its
Restricted Subsidiaries other than the property so acquired; (j) Liens to secure
the performance of statutory obligations, surety or appeal bonds or performance
bonds, or landlords', carriers', warehousemen's, mechanics', suppliers',
materialmen's or other like Liens, in any case incurred in the ordinary course
of business and with respect to amounts not yet delinquent or being contested in
good faith by appropriate process of law, if a reserve or other appropriate
provision, if any, as is required by GAAP shall have been made therefore; (k)
Liens existing on the date of this Indenture; (l) Liens for

                                       12
<PAGE>
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 Notes Indentures; (s) Liens not provided for in clauses (a) through (r)
above, securing Indebtedness incurred in compliance with the terms of this
Indenture provided that the Notes are secured by the assets subject to such
Liens on an equal and ratable basis or on a basis prior to such Liens; provided
that to the extent that such Lien secured Indebtedness that is subordinated to
the Notes, such Lien shall be subordinated to and be later in priority than the
Notes on the same basis; and (t) extensions, renewals or refundings of any Liens
referred to in clauses (a) through (q) above, provided that (i) any such
extension, renewal or refunding does not extend to any assets or secure any
Indebtedness not securing or secured by the Liens being extended, renewed or
refinanced and (ii) any extension, renewal or refunding of a Lien originally
incurred pursuant to clause (c) above shall not secure Indebtedness in an amount
greater than the Maximum Secured Amount at the time of such extension, renewal
or refunding.

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

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

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

         "Principal" means Charles W. Ergen.

         "Purchase Money Indebtedness" means (i) Indebtedness of the Company, or
any of its Restricted Subsidiaries incurred (within 365 days of such purchase)
to finance the

                                       13
<PAGE>
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).

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

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

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

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

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

         "Restricted Subsidiary" or "Restricted Subsidiaries" means any
corporation, association or other business entity of which more than 50% of the
total voting power of

                                       14
<PAGE>
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by the Company or
one or more Subsidiaries of the Company, or a combination thereof, other than
Unrestricted Subsidiaries.

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "SkyVista" means SkyVista Corporation, a Colorado corporation.

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

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

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

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

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

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

                                       15
<PAGE>
         "TT&C" means telemetry, tracking and control.

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

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

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

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

                                       16
<PAGE>
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
"Purchase Date".....................................................       3.09
"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 and any Guarantee of the Notes;

                                       17
<PAGE>
         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (3)      "or" is not exclusive;

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

         (5)      provisions apply to successive events and transactions.

                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01. FORM AND DATING.

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

                                       18
<PAGE>
         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.

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.

                                       19
<PAGE>
         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 or any Guarantor may act as Paying Agent, Registrar or co-registrar.
The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture, which shall incorporate the provisions of the TIA.
The agreement shall implement the provisions of this Indenture that relate to
such Agent. The Company shall notify the Trustee of the name and address of any
such Agent. If the Company fails to maintain a Registrar or Paying Agent, or
fails to give the foregoing notice, the Trustee shall act as such, and shall be
entitled to appropriate compensation in accordance with Section 7.07.

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

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
the Holders of the Notes or the Trustee all money held by the Paying Agent for
the payment of principal of, premium, if any, and interest on the Notes, and
shall notify the Trustee of any Default by the Company or any Guarantor in
making any such payment. While any such Default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or any Guarantor)

                                       20
<PAGE>
shall have no further liability for the money delivered to the Trustee. If the
Company or any Guarantor acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders of the Notes all money held
by it as Paying Agent.

SECTION 2.05. LISTS OF HOLDERS OF THE NOTES.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

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

                                       21
<PAGE>
         (b)      Transfer and Exchange of Beneficial Interests in the Global
                  Notes. The transfer and exchange of beneficial interests in
                  the Global Notes shall be effected through the Depositary, in
                  accordance with the provisions of this Indenture and the
                  Applicable Procedures. Transfers of beneficial interests in
                  the Global Notes also shall require compliance with either
                  subparagraph (i) or (ii) below, as applicable, as well as one
                  or more of the other following subparagraphs, as applicable:

                           (i)      Transfer of Beneficial Interests in the Same
                                    Global Note. Beneficial interests in any
                                    Global Note may be transferred to Persons
                                    who take delivery thereof in the form of a
                                    beneficial interest in an Global Note. No
                                    written orders or instructions shall be
                                    required to be delivered to the Registrar to
                                    effect the transfers described in this
                                    Section 2.06(b)(i) unless specifically
                                    stated above.

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

         (c)      Transfer or Exchange of Beneficial Interests in Global Notes
                  to Definitive Notes. If any Holder of a beneficial interest in
                  a Global Note proposes to exchange such beneficial interest
                  for a Definitive Note or to transfer such

                                       22
<PAGE>
                  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.

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

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

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

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

                                       23
<PAGE>
                  Depositary at the direction of the Trustee to reflect such
                  reduction; and if the beneficial interest is being exchanged
                  for or transferred to a Person who will take delivery thereof
                  in the form of a beneficial interest in another Global Note,
                  such other Global Note shall be increased accordingly and an
                  endorsement shall be made on such Global Note by the Trustee
                  or by the Depositary at the direction of the Trustee to
                  reflect such increase.

         (h)      General Provisions Relating to Transfers and Exchanges.

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

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

                                       24
<PAGE>
                           (vi)     Prior to due presentment for the
                                    registration of a transfer of any Note, the
                                    Trustee, any Agent and the Company may deem
                                    and treat the Person in whose name any Note
                                    is registered as the absolute owner of such
                                    Note for the purpose of receiving payment of
                                    principal of and interest on such Notes and
                                    for all other purposes, and none of the
                                    Trustee, any Agent or the Company shall be
                                    affected by notice to the contrary.

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

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

SECTION 2.07. REPLACEMENT NOTES.

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

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

SECTION 2.08. OUTSTANDING NOTES.

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

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

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

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

                                       25
<PAGE>
SECTION 2.09. TREASURY NOTES.

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

SECTION 2.10. TEMPORARY NOTES.

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

SECTION 2.11. CANCELLATION.

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

SECTION 2.12. DEFAULTED INTEREST.

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

                                       26
<PAGE>
the Notes a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

SECTION 2.13. RECORD DATE.

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

SECTION 2.14. CUSIP NUMBER.

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

                                   ARTICLE 3.

                                   REDEMPTION

SECTION 3.01. NOTICES TO TRUSTEE.

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

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

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

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

                                       27
<PAGE>
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION.

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

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

                  (a)  the redemption date;

                  (b)  the redemption price;

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

                                       28
<PAGE>
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

                                       29
<PAGE>
of one or more public or private sales (including sales to EchoStar, regardless
of whether EchoStar obtained such funds from an offering of Equity Interests or
Indebtedness of EchoStar or otherwise) of Equity Interests (other than
Disqualified Stock) of the Company (other than proceeds from a sale to any
Subsidiary of the Company or any employee benefit plan in which the Company or
any of its Subsidiaries participates); provided that: (a) at least 65% in
aggregate principal amount of the Notes originally issued remain outstanding
immediately after the occurrence of such redemption; and (b) the sale of such
Equity Interests is made in compliance with the terms of this Indenture.

SECTION 3.08. MANDATORY REDEMPTION.

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

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

         When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09,
exceeds $25.0 million, the Company shall be obligated to make an offer to all
Holders of the Notes (an "Excess Proceeds Offer") to purchase the maximum
principal amount of Notes that may be purchased out of such Excess Proceeds at
an offer price in cash in an amount equal to 101% of the principal amount
thereof, together with accrued and unpaid interest to the date fixed for the
closing of such offer in accordance with the procedures set forth in this
Indenture. To the extent the Company or a Restricted Subsidiary is required
under the terms of Indebtedness of the Company or such Restricted Subsidiary
which is pari passu with, or (in the case of any secured Indebtedness) senior
with respect to such collateral to, the Notes with any proceeds which constitute
Excess Proceeds under this Indenture, the Company shall make a pro rata offer to
the holders of all other pari passu Indebtedness (including the Notes) with such
proceeds. If the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the amount of such Excess
Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness
to be purchased on a pro rata basis.

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

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

         Upon the commencement of any Excess Proceeds Offer, the Company shall
send, by first class mail, a notice to each of the Holders of the Notes, with a
copy to the Trustee. The

                                       30
<PAGE>
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 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

                                       31
<PAGE>
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 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.

                                       32
<PAGE>
         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 appear in annual or
                  quarterly reports filed under Section 13 or 15(d) of the
                  Exchange Act (including all financial information that would
                  be required to be contained in Forms 10-Q and 10-K), to be so
                  filed with the SEC for public availability (to the extent
                  permitted by the SEC) and the Trustee and mailed to the
                  Holders within 120 days after the end of the Company's fiscal
                  years and within 60 days after the end of each of the first
                  three quarters of each such fiscal year. The Company and the
                  Guarantors shall also comply with the provisions of
                  TIA Section 314(a).

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

SECTION 4.04. COMPLIANCE CERTIFICATE.

         (a)      The Company shall deliver to the Trustee, within 120 days
                  after the end of each fiscal year, an Officers' Certificate
                  stating that a review of the

                                       33
<PAGE>
                  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.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07. LIMITATION ON RESTRICTED PAYMENTS.

                                       34
<PAGE>
         Neither the Company nor any of its Restricted Subsidiaries may,
directly or indirectly:

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

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

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

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

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

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

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

                  (iii)    such Restricted Payment, together with the aggregate
                           of all other Restricted Payments made by the Company
                           after September 25, 2000, is less than the sum of (A)
                           the difference of (x) cumulative Consolidated Cash
                           Flow of the Company determined at the time of such
                           Restricted Payment (or, in case such Consolidated
                           Cash Flow shall be a deficit, minus 100% of such
                           deficit) minus (y) 120% of Consolidated Interest
                           Expense of the Company, each as determined for the
                           period (taken as one accounting period) from April 1,
                           1999 to the end of the Company's most recently ended
                           fiscal quarter for which internal financial
                           statements are available at the time of such

                                       35
<PAGE>
                           Restricted Payment; plus (B) an amount equal to 100%
                           of the aggregate net cash proceeds and, in the case
                           of proceeds consisting of assets used in or
                           constituting a business permitted under Section 4.17
                           of this Indenture, 100% of the fair market value of
                           the aggregate net proceeds other than cash received
                           by the Company either from capital contributions from
                           EchoStar, or from the issue or sale (including an
                           issue or sale to EchoStar) of Equity Interests (other
                           than Disqualified Stock) of the Company (other than
                           Equity Interests sold to any Subsidiary of the
                           Company), since the date of the 1999 Notes
                           Indentures, but, in the case of any net cash
                           proceeds, only to the extent such net cash proceeds
                           are not used to redeem Notes pursuant to the second
                           paragraph of Section 3.07 of this Indenture; plus (C)
                           if any Unrestricted Subsidiary is designated by the
                           Company as a Restricted Subsidiary, an amount equal
                           to the fair market value of the net Investment by the
                           Company or a Restricted Subsidiary in such Subsidiary
                           at the time of such designation; provided, however,
                           that the foregoing sum shall not exceed the amount of
                           the Investments made by the Company or any Restricted
                           Subsidiary in any such Unrestricted Subsidiary since
                           September 25, 2000, plus (D) 100% of any cash
                           dividends and other cash distributions received by
                           the Company and its Wholly Owned Restricted
                           Subsidiaries from an Unrestricted Subsidiary to the
                           extent not included in cumulative Consolidated Cash
                           Flow plus (E), to the extent not included in clauses
                           (A) through (D) above, an amount equal to the net
                           reduction in Investments of the Company and its
                           Restricted Subsidiaries since September 25, 2000
                           resulting from payments in cash of interest on
                           Indebtedness, dividends, or repayment of loans or
                           advances, or other transfers of property, in each
                           case, to the Company or to a Wholly Owned Restricted
                           Subsidiary or from the net cash proceeds from the
                           sale, conveyance or other disposition of any such
                           Investment; provided, however, that the foregoing sum
                           shall not exceed, with respect to any Person in whom
                           such Investment was made, the amount of Investments
                           previously made by the Company or any Restricted
                           Subsidiary in such Person which were included in
                           computations made pursuant to this clause (iii).

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

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

                  (2)      the redemption, repurchase, retirement or other
                           acquisition of any Equity Interests of the Company in
                           exchange for, or out of the net proceeds of the
                           substantially concurrent capital contribution from
                           EchoStar or from the substantially concurrent issue
                           or sale (including

                                       36
<PAGE>
                           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
                           September 25, 2000;

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

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

                                       37
<PAGE>
                           exceed, with respect to any Person in whom such
                           Investment was made, the amount of Investments
                           previously made by the Company or any Restricted
                           Subsidiary in such Person pursuant to this clause (7)
                           in each case, provided that such Investments are in
                           businesses of the type described under Section 4.17
                           of this Indenture;

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

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

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

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

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

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

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

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

         Restricted Payments made pursuant to clauses (1), (2), (4), (7) (but
only to the extent that net proceeds received by the Company as set forth in
such clause (7) were included in the computations made in clause (iii)(B) of the
first paragraph of this Section 4.07), (10) and (13) (but only to the extent
such Restricted Payment is included as a Restricted Payment in

                                       38
<PAGE>
any computation made pursuant to clause (iii) of the first paragraph of Section
4.07 of the 1999 Notes Indentures), shall be included as Restricted Payments in
any computation made pursuant to clause (iii) of this Section 4.07. Restricted
Payments made pursuant to clauses (3), (5), (6), (7) (to the extent that net
proceeds received by the Company as set forth in such clause (7) were not
included in the computations made in clause (iii)(B) of the first paragraph of
this Section 4.07), (8), (9), (11), (13) (but only to the extent such Restricted
Payment is not included as a Restricted Payment in any computation made pursuant
to clause (iii) of the first paragraph of Section 4.07 of the 1999 Notes
Indentures), (14) and (15) shall not be included as Restricted Payments in any
computation made pursuant clause (iii) of the first paragraph of this Section
4.07.

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

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

SECTION 4.08. LIMITATIONS CONCERNING DISTRIBUTIONS BY SUBSIDIARIES, ETC.

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

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

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

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

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

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

                  (ii)     applicable law or regulation;

                                       39
<PAGE>
                  (iii)    any instrument governing Acquired Debt as in effect
                           at the time of acquisition (except to the extent such
                           Indebtedness was incurred in connection with, or in
                           contemplation of, such acquisition), which
                           encumbrance or restriction is not applicable to any
                           Person, or the properties or assets of any Person,
                           other than the Person, or the property or assets of
                           the Person, so acquired, provided that the
                           Consolidated Cash Flow of such Person shall not be
                           taken into account in determining whether such
                           acquisition was permitted by the terms of this
                           Indenture; except to the extent that dividends or
                           other distributions are permitted notwithstanding
                           such encumbrance or restriction and could have been
                           distributed;

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

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

                  (vi)     this Indenture and the Notes;

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

                  (viii)   Permitted Liens; or

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

SECTION 4.09. INCURRENCE OF INDEBTEDNESS.

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

                                       40
<PAGE>
         The foregoing limitation will not apply to any of the following
incurrences of Indebtedness:

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

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

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

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

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

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

                  (vii)    Existing Indebtedness;

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

                  (ix)     Hedging Obligations of the Company or any of its
                           Restricted Subsidiaries covering Indebtedness of the
                           Company or such Restricted Subsidiary to the extent
                           the notional principal amount of such Hedging
                           Obligation does not exceed the principal amount of
                           the Indebtedness to which such Hedging

                                       41
<PAGE>
                           Obligation relates; provided, however, that such
                           Hedging Obligations are entered into to protect the
                           Company and its Restricted Subsidiaries from
                           fluctuation in interest rates on Indebtedness
                           incurred in accordance with this Indenture;

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

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

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

                                       42
<PAGE>
                  (xiii)   the guarantee by the Company, any of its Restricted
                           Subsidiaries or any Guarantor of Indebtedness of the
                           Company or a Restricted Subsidiary that was permitted
                           to be incurred by another provision of this Section
                           4.09;

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

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

SECTION 4.10. ASSET SALES.

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

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

                                       43
<PAGE>
                  (A)  The Company or such Restricted Subsidiary, as the case
                       may be, must receive consideration at the time of such
                       Asset Sale at least equal to the fair market value (as
                       determined in good faith by the Board of Directors of the
                       Company evidenced by a resolution of the Board of
                       Directors of the Company) and set forth in an Officers'
                       Certificate delivered to the Trustee not later than ten
                       business days following a request from the Trustee which
                       certificate shall cover each Asset Sale made in the six
                       months preceding the date of request of the assets sold
                       or otherwise disposed of; and

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

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

         Clause (B) of the second preceding paragraph shall not apply to all or
such portion of the consideration: (i) as is properly designated by the Company
in an Asset Sale as being

                                       44
<PAGE>
subject to this paragraph; and (ii) with respect to which the aggregate fair
market value at the time of receipt of all consideration received by the Company
or any Restricted Subsidiary in all such Asset Sales so designated does not
exceed the amount that the Company and its Subsidiaries are permitted to
designate as a result of the cash contributions made to the Company by EchoStar
pursuant to the 1999 Notes Indentures, plus, to the extent any such
consideration did not satisfy clauses (B)(x) or (B)(z) above, upon the exchange
or repayment of such consideration for or with assets which satisfy such
clauses, an amount equal to the fair market value of such consideration
(evidenced by a resolution of the Board of Directors of the Company and set
forth in an Officers' Certificate delivered to the Trustee as set forth in
clause (A) above).

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

SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

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

                                       45
<PAGE>
provided, however, that (i) the payment of compensation to directors and
management of EchoStar and its Subsidiaries; (ii) transactions between or among
the Company and its Wholly Owned Subsidiaries (other than Unrestricted
Subsidiaries of the Company); (iii) any dividend, distribution, sale, conveyance
or other disposition of any assets of, or Equity Interests in, any Non-Core
Assets or ETC or the proceeds of a sale, conveyance or other disposition
thereof, in accordance with the provisions of this Indenture; (iv) transactions
permitted by the provisions of this Indenture described above under clauses (1),
(2), (4), (5), (6), (8), (9), (10), (11), (14) and (15) of the second paragraph
of Section 4.07 of this Indenture; (v) so long as it complies with clause (a)
above, the provision of backhaul, uplink, transmission, billing, customer
service, programming acquisition and other ordinary course services by the
Company or any of its Restricted Subsidiaries to Satellite Communications
Operating Corporation and to Transponder Encryption Services Corporation on a
basis consistent with past practice; and (vi) any transactions between the
Company or any Restricted Subsidiary of the Company and any Affiliate of the
Company the Equity Interests of which Affiliate are owned solely by the Company
or one of its Restricted Subsidiaries, on the one hand, and by Persons who are
not Affiliates of the Company or Restricted Subsidiaries of the Company, on the
other hand, shall, in each case, not be deemed Affiliate Transactions.

SECTION 4.12. LIMITATION ON LIENS.

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

SECTION 4.13. ADDITIONAL SUBSIDIARY GUARANTEES.

         If the Company or a Guarantor transfers or causes to be transferred, in
one or a series of related transactions, property or assets (including, without
limitation, businesses, divisions, real property, assets or equipment) having a
fair market value (as determined in good faith by the Board of Directors of the
Company evidenced by a resolution of the Board of Directors of the Company and
set forth in an Officer's Certificate delivered to the Trustee no later than 10
business days following a request from the Trustee, which certificates will
cover the 6 months preceding the date of request) exceeding the sum of $20
million in the aggregate for all such transfers after the date of this Indenture
minus the fair market value of Restricted Subsidiaries acquired or created after
the date of this Indenture that are not Guarantors (fair market value being
determined as of the time of such acquisition) to Restricted Subsidiaries that
are not Guarantors of the Notes, the Company, shall, or shall cause each of such
Subsidiaries to which any amount exceeding such $20 million (less such fair
market value) is transferred to: (i) execute and deliver to the Trustee a
Supplemental Indenture in form and substance reasonably satisfactory to the
Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of
the Company's obligations under the Notes on the terms set forth in this
Indenture, and (ii) deliver to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee that such Supplemental Indenture and Guarantee have
been duly authorized, executed and delivered by and are valid and binding
obligations of such Subsidiary or such Owner, as the case may be; provided,
however, that the foregoing provisions shall not apply to transfers of property
or assets (other than cash)

                                       46
<PAGE>
by the Company or any Guarantor in exchange for cash, Cash Equivalents or
Marketable Securities in an amount equal to the fair market value (as determined
in good faith by the Board of Directors of the Company evidenced by resolution
of the Board of Directors of the Company and set forth in an Officer's
Certificate delivered to the Trustee no later than 10 business days following a
request from the Trustee, which Certificate shall cover the 6 months preceding
the date of request) of such property or assets. In addition, if (i) the Company
or any of its Restricted Subsidiaries acquires or creates another Restricted
Subsidiary or (ii) an Unrestricted Subsidiary of the Company is redesignated as
a Restricted Subsidiary or otherwise ceases to be Unrestricted Subsidiary, such
Subsidiary shall execute a Supplemental Indenture and deliver an Opinion, each
as required in the preceding sentence; provided that no Supplemental Indenture
or Opinion shall be required if the fair market value (as determined in good
faith by the Board of Directors of the Company and set forth in an Officer's
Certificate delivered to the Trustee no later than 10 business days following a
request from the Trustee, which Certificate shall cover the 6 months preceding
the date of request) of all such Restricted Subsidiaries created, acquired or
designated since the date of this Indenture (fair market value being determined
as of the time of creation, acquisition or designation) does not exceed the sum
of $20 million in the aggregate minus the fair market value of the assets
transferred to any Subsidiaries of the Company which do not execute Supplemental
Indentures pursuant to the preceding sentences; provided further that to the
extent a Restricted Subsidiary is subject to the terms of any instrument
governing Acquired Debt, as in effect at the time of acquisition (except to the
extent such indebtedness was incurred in connection with or in contemplation of
such acquisition) which instrument or restriction prohibits such Restricted
Subsidiary from issuing a Guarantee, such Restricted Subsidiary shall not be
required to execute a Supplemental Indenture until it is permitted to issue such
Guarantee pursuant to the terms of such Acquired Debt.

SECTION 4.14. CORPORATE EXISTENCE.

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

SECTION 4.15. OFFER TO PURCHASE UPON CHANGE IN CONTROL.

         Upon the occurrence of a Change of Control, the Company will be
required to make an offer (a "Change of Control Offer") to each Holder of Notes
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes at a purchase price equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid

                                       47
<PAGE>
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 or a Wholly Owned Restricted Subsidiary of
the Company will maintain and be the named beneficiary under Satellite Insurance
with respect to the lesser of (x) at least one-half or (y) three of the
satellites owned or leased by the Company or its Subsidiaries (insured in an
amount at least equal to the depreciated cost of such satellites)("Insured
Satellites").

         If the Company or its Restricted Subsidiaries receive proceeds from any
Satellite Insurance covering any satellite owned by the Company or any of its
Restricted Subsidiaries,

                                       48
<PAGE>
or in the event that the Company or any of its Subsidiaries receives proceeds
from any insurance maintained by any satellite manufacturer or any launch
provider covering any of such satellites, all such proceeds (including any cash,
Cash Equivalents or Marketable Securities deemed to be proceeds of Satellite
Insurance pursuant to the respective definition thereof) shall be used only: (i)
to purchase a replacement satellite if at such time the Company and a Restricted
Subsidiary then own less than the required number of Insured Satellites as
provided in the first paragraph of this Section 4.16, provided that if such
replacement satellite is of lesser value compared to the insured satellite, any
insurance proceeds remaining after purchase of such replacement satellite must
be applied to the construction, launch and insurance of a satellite of equal or
greater value as compared to the insured satellite (or in accordance with clause
(iii) below); (ii) for purposes permitted under Section 4.17 hereof if at such
time the Company and its Restricted Subsidiaries own the required number of
Insured Satellites as provided in the first paragraph of this Section 4.16 (or
in accordance with clause (iii) below); or (iii) to the extent that such
proceeds are not applied or contractually committed to be applied as described
in (i) or (ii) above within 365 days of the receipt of such proceeds as "Excess
Proceeds" to be applied to an offer to purchase Notes as set forth under Section
3.09 hereof.

SECTION 4.17. ACTIVITIES OF THE COMPANY.

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

SECTION 4.18. INTENTIONALLY OMITTED.

SECTION 4.19. INTENTIONALLY OMITTED.

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SECTION 4.20. ACCOUNTS RECEIVABLE SUBSIDIARY.

         The Company:

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

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

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

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

                                       50
<PAGE>
                  sale of accounts receivable or participation interests therein
                  by or to an Accounts Receivable Subsidiary, other than
                  obligations relating to breaches of representations,
                  warranties, covenants and other agreements of the Company or
                  any of its Subsidiaries with respect to the accounts
                  receivable sold by the Company or any of its Subsidiaries to
                  an Accounts Receivable Subsidiary or with respect to the
                  servicing thereof; provided that neither the Company nor any
                  of its Subsidiaries shall at any time guarantee or be
                  otherwise liable for the collectibility of accounts receivable
                  sold by them;

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

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

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

                                       51
<PAGE>
                  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
Subsidiary, ETC shall be discharged and released from all covenants and
restrictions contained in this Indenture; provided that no such payment,
dividend, distribution, sale, conveyance or other disposition of any kind
(collectively, a "Payout") described in clauses (1) and (2) above shall be
permitted if at the time of such Payout (1) after giving pro forma effect to
such Payout, the Company would not have been permitted under Section 4.07 of
this Indenture to make a Restricted Payment in an amount equal to the total (the
"ETC Amount Due") of (x) the amount of all Investments (other than the
contribution of (i) title to the headquarters building of ETC in Inverness,
Colorado and the tangible assets therein to the extent used by ETC as of the
date of this Indenture and (ii) patents, trademarks and copyrights applied for
or granted as of September 25, 2000 to the extent used by ETC or result from the
business of ETC, in each case, to ETC) made in ETC by the Company or its
Restricted Subsidiaries since September 25, 2000 (which, in the case of
Investments in exchange for assets, shall be valued at the fair market value of
each such asset at the time each such Investment was made) minus (y) the amount
of the after-tax value of all cash returns on such Investments paid to the
Company or its Wholly Owned Restricted Subsidiaries (or, in the case of a
non-Wholly Owned Restricted Subsidiary, the pro rata portion thereof
attributable to the Company) minus (z) $50 million and (2) any contract,
agreement or understanding between ETC and the Company or any Restricted
Subsidiary of the Company and any loan or advance to or guarantee with, or for
the benefit of, ETC issued or made by the Company or one of its Restricted
Subsidiaries, is on terms that are less favorable to the Company or its
Restricted Subsidiaries than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiaries with an unrelated
Person, all as evidenced by a resolution of the Board of Directors of the
Company set forth in an Officers' Certificate delivered to the Trustee, within
ten business days of a request by the same, certifying that each such contract,
agreement, understanding, loan, advance and guarantee has been approved by a
majority of the members of such Board. In the event that at the time of such
Payout, the condition set forth in clause (1) of the proviso of the preceding
sentence cannot be satisfied, ETC may seek to have a Person other than the
Company or one of its Restricted Subsidiaries pay in cash an amount to the
Company or its Restricted Subsidiaries such that after taxes, such amount is
greater than or equal to the ETC Amount Due or the portion of the ETC Amount Due
which would not have been permitted to be made as a Restricted Payment by the
Company; provided that such payment shall be

                                       52
<PAGE>
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 other disposition of such Equity Interests or
assets shall not constitute a Restricted Payment and (2) the sale, conveyance or
other disposition of the Equity Interests or assets of any Non-Core Asset or the
proceeds of a sale, conveyance or other disposition of such Equity Interests or
assets shall not constitute an Asset Sale; and (3) provided the Company
designates such Non-Core Asset as an Unrestricted Subsidiary, such Non-Core
Asset shall be released from all covenants and restrictions contained in this
Indenture; provided that no Payout of any Non-Core Asset shall be permitted such
as described in clauses (1) and (2) above if at the time of such Payout (1)
after giving pro forma effect to such Payout, the Company would not have been
permitted under Section 4.07 of this Indenture to make a Restricted Payment in
an amount equal to the total (the "Non-Core Asset Amount Due") of (x) the amount
of all Investments made in such Non-Core Asset by the Company or its Restricted
Subsidiaries since September 25, 2000 (which, in the case of Investments in
exchange for assets, shall be valued at the fair market value of each such asset
at the time each such Investment was made) minus (y) the amount of the after-tax
value of all cash returns on such Investments paid to the Company or its Wholly
Owned Restricted Subsidiaries (or, in the case of a non-Wholly Owned Restricted
Subsidiary, the pro rata portion thereof attributable to the Company) minus (z)
$50 million in the aggregate for all such Payouts and $10 million for any single
such Payout and (2) any contract, agreement or understanding between or relating
to a Non-Core Asset and the Company or a Restricted Subsidiary of the Company
and any loan or advance to or guarantee with, or for the benefit of, a
Restricted Subsidiary which is a Non-Core Asset issued or made by the Company or
one of its Restricted Subsidiaries, is on terms that are less favorable to the
Company or its Restricted Subsidiaries than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiaries with
an unrelated Person, all as evidenced by a resolution of the Board of Directors
of the Company set forth in an Officers' Certificate delivered to the Trustee,
within ten business days of a request by the same, certifying that each such
contract, agreement, understanding, loan, advance and guarantee has been
approved by a majority of such Board. In the event that at the time of such
Payout, the condition set forth in clause (1) of the proviso of the preceding
sentence cannot be satisfied, such Restricted Subsidiary which is a Non-Core
Asset may seek to have a Person other than the Company or one of its Restricted
Subsidiaries pay in cash an amount to the Company such that, after taxes, such
amount, is greater than or equal to the Non-Core Asset Amount Due or the portion
of the Non-Core Asset Amount Due which would not have been permitted to be made
as a Restricted Payment by the Company; provided that such payment shall be
treated for purposes of this Section 4.21 as a cash return on the Investments

                                       53
<PAGE>
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 Restricted Subsidiaries in ETC or a Non-Core Asset, as the
case may be, and certifying that the requirements of this Section 4.21 have been
satisfied in connection with the making of such Payout.

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

SECTION 4.22. PAYMENTS FOR CONSENT.

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

                                   ARTICLE 5.

                                   SUCCESSORS

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

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving entity), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to, another Person unless (a) the Company is
the surviving Person or the Person formed by or surviving any such consolidation
or merger (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia; (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition shall
have been made assumes all the obligations of the Company, pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee, under
the Notes and this Indenture; (c) immediately after such transaction no Default

                                       54
<PAGE>
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.

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

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

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

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

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

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

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

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

                  (d)      default under Section 4.07 or Section 4.09, which
                           default remains uncured for 30 days, or the breach of
                           any representation or warranty,

                                       55
<PAGE>
                           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 Indebtedness for money
                           borrowed by the Company or any of its Restricted
                           Subsidiaries (or the payment of which is guaranteed
                           by the Company or any of its Restricted
                           Subsidiaries), which default is caused by a failure
                           to pay when due principal or interest on such
                           Indebtedness within the grace period provided in such
                           Indebtedness (a "Payment Default"), and the principal
                           amount of any such Indebtedness, together with the
                           principal amount of any other such Indebtedness under
                           which there has been a Payment Default, aggregates
                           $50 million or more;

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

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

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

                                       56
<PAGE>
                  (j)      EchoStar, the Company, any Guarantor or any
                           Significant Subsidiary of the Company pursuant to or
                           within the meaning of Bankruptcy Law: (i) commences a
                           voluntary case; (ii) consents to the entry of an
                           order for relief against it in an involuntary case;
                           (iii) consents to the appointment of a Custodian of
                           it or for all or substantially all of its property;
                           or (iv) makes a general assignment for the benefit of
                           its creditors; and

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

SECTION 6.02. ACCELERATION.

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

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

                                       57
<PAGE>
         All powers of the Trustee under this Indenture will be subject to
applicable provisions of the Communications Act, including without limitation,
the requirements of prior approval for de facto or de jure transfer of control
or assignment of Title III licenses.

SECTION 6.03. OTHER REMEDIES.

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

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

SECTION 6.04. WAIVER OF PAST DEFAULTS.

         Holders of not less than a majority in aggregate principal amount of
Notes then outstanding, by 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;

                                       58
<PAGE>
                  (c)      such Holder of a Note or Holders of Notes offer and,
                           if requested, provide to the Trustee indemnity
                           satisfactory to the Trustee against any loss,
                           liability or expense;

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

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

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

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

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
on the Note, on or after the respective due dates expressed in the Note, or to
bring suit for the enforcement of any such 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

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advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Notes may be entitled to receive
in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Note any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder of a Note thereof,
or to authorize the Trustee to vote in respect of the claim of any Holder of a
Note in any such proceeding.

SECTION 6.10. PRIORITIES.

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

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

                  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.

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                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

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

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

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

                  (ii)     in the absence of bad faith on its part, the Trustee
                           may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon certificates or opinions
                           furnished to the Trustee and conforming to the
                           requirements of this Indenture. However, the Trustee
                           shall examine the certificates and opinions to
                           determine whether or not they conform to the
                           requirements of this Indenture.

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

                  (i)      this paragraph does not limit the effect of paragraph
                           (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.

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         (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.

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

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

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

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

         (g)      Except with respect to Section 4.01, the Trustee shall have no
                  duty to inquire as to the performance of the Company's
                  covenants in Article 4. In addition, the Trustee shall not be
                  deemed to have knowledge of any

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<PAGE>
                  Default or Event of Default except (i) any Event of Default
                  occurring pursuant to Sections 4.01, 6.01(a) and 6.01(b) or
                  (ii) any Default or Event of Default of which the Trustee
                  shall have received written notification or obtained actual
                  knowledge.

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

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04. TRUSTEE'S DISCLAIMER.

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

SECTION 7.05. NOTICE OF DEFAULTS.

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

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

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to the Holders of the Notes a
brief report dated as of such reporting date that complies with TIA Section
313(a) (but if no event described in TIA

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Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports as required
by TIA Section 313(c).

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

SECTION 7.07. COMPENSATION AND INDEMNITY.

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

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

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

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

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

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SECTION 7.08. REPLACEMENT OF TRUSTEE.

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

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

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

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

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

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

                  (e)      the Trustee becomes incapable of acting.

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

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

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

         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

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

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

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

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

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.02, the Company shall be deemed to have been discharged from
its obligations with respect to all outstanding Notes on the date the conditions
set forth below are satisfied

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

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

                  (a)      The Company shall irrevocably have deposited or
                           caused to be deposited with the Trustee (or another
                           trustee satisfying the requirements of Section 7.10
                           who shall agree to comply with the provisions of this
                           Article 8 applicable to it) as trust funds in trust
                           for the purpose of making the following payments,
                           specifically pledged

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

                  (d)      No Default or Event of Default with respect to the
                           Notes shall have occurred and be continuing on the
                           date of such deposit or, in so far as Section 6.01(j)
                           or 6.01(k) is concerned, at any time in the period
                           ending on the 91st day after the date of such deposit
                           (it being

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<PAGE>
                           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 or a Guarantor acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

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

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

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<PAGE>
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.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

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

                  (c)      to provide for the assumption of the Company's or a
                           Guarantor's obligations to the Holders of the Notes
                           in the case of a merger or

                                       70
<PAGE>
                           consolidation pursuant to Article 5 with respect to
                           the Company and pursuant to Section 10.03, with
                           respect to the Guarantors;

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

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

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

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

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

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

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

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

                  (iv)     waive a Default or Event of Default in the payment of
                           principal of or premium, if any, or interest on the
                           Notes (except a rescission of acceleration of the
                           Notes by the Holders of at least a majority in

                                       71
<PAGE>
                           aggregate principal amount of the then outstanding
                           Notes and a waiver of the payment default that
                           resulted from such acceleration);

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

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

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

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

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

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

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

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

                                       72
<PAGE>
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.

                                   ARTICLE 10.

                                   GUARANTEES

SECTION 10.01. GUARANTEE.

         Each of the Guarantors, jointly and severally, hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the Obligations of the
Company hereunder or thereunder, that: (a) the principal of and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the

                                       73
<PAGE>
Trustee hereunder or thereunder will be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, each of the
Guarantors, jointly and severally, will be obligated to pay the same
immediately. Each of the Guarantors, jointly and severally, hereby agrees that
its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each of the Guarantors, jointly and severally, hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice (except that the Trustee
shall provide at least ten days' prior written notice to the Company on behalf
of the Guarantors before taking any action for which the Communications Act
and/or the FCC rules require such notice and which right to notice is not
waivable by any Guarantor) and all demands whatsoever and covenant that this
Guarantee will not be discharged except by complete performance of the
obligations guaranteed hereby. If any Holder or the Trustee is required by any
court or otherwise to return to the Company or any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or any Guarantor any amount paid by either the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect. each of the Guarantors, jointly and severally, agrees
that it shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby. Each of the Guarantors,
jointly and severally, further agrees that, as between such Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in Article 6
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6, such obligations (whether or not due
and payable) shall forthwith become due and payable by each Guarantor for the
purpose of this Guarantee.

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

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

                                       74
<PAGE>
         Nothing in this Section 10.01 or elsewhere in this Indenture, the Notes
or the Guarantees, shall impair, as between any Guarantor and the Holder of any
Note, the obligation of such Guarantor, which is unconditional and absolute, to
pay to the Holder thereof the principal of, premium, if any, and interest on the
Notes in accordance with their terms and the terms of the Guarantee and this
Indenture, nor shall anything herein or therein prevent the Trustee or the
Holder of any Note from exercising all remedies otherwise permitted by
applicable law or hereunder or thereunder upon the occurrence of an Event of
Default.

10.02. EXECUTION AND DELIVERY OF GUARANTEES.

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

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

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

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

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

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

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

         (b)      the Person formed by or surviving any such consolidation or
                  merger (if other than such Guarantor) or the Person to which
                  such sale, assignment, transfer, lease, conveyance or other
                  disposition shall have been made assumes all the obligations
                  of such Guarantor, pursuant to a supplemental

                                       75
<PAGE>
                  indenture in form reasonably satisfactory to the Trustee,
                  under the Notes and this Indenture;

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

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

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

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

SECTION 10.04. RELEASES FROM GUARANTEES.

         If pursuant to any sale of assets (including, if applicable, all of the
capital stock of any Guarantor) or other disposition by way of merger,
consolidation or otherwise the assets sold include all or substantially all of
the assets of any Guarantor or all of the capital stock of any such Guarantor,
then such Guarantor (in the event of a sale or other disposition of all of the
capital stock of such Guarantor) or the Person acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets
of such Guarantor) shall be released and relieved of its obligations under its
Guarantee or Section 10.03, as the case may be; provided that in the event of an
Asset Sale, the Net Proceeds from such sale or other disposition are applied in
accordance with the provisions of Section 4.10. In addition, a Guarantor shall
be released and relieved of its obligations under its Guarantee or Section
10.03, as the case may be (1) if such Guarantor is dissolved or liquidated in
accordance with the provisions of this Indenture; (2) if the Company designates
any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of
this Indenture; or (3) without limiting the generality of the foregoing, in the
case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale
or other disposition of any Equity Interest of

                                       76
<PAGE>
ETC or such Guarantor which constitutes a Non-Core Asset, respectively. Upon
delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 or 4.21 if applicable, the Trustee shall execute
any documents reasonably required in order to evidence the release of any such
Guarantor from its obligations under its Guarantee. Any such Guarantor not
released from its obligations under its Guarantee shall remain liable for the
full amount of principal of and interest on the Notes and for the other
obligations of such Guarantor under this Indenture as provided in this Article
10.

                                   ARTICLE 11.

                                  MISCELLANEOUS

SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

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

SECTION 11.02. NOTICES.

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

If to the Company:

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

With a copy to:

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

                                       77
<PAGE>
If to the Trustee:

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

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

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

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

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

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

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

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

SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

                                       78
<PAGE>
         (b)      an Opinion of Counsel in form and substance reasonably
                  satisfactory to the Trustee stating that, in the opinion of
                  such counsel, all such conditions precedent and covenants have
                  been satisfied.

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

SECTION 11.06. RULES BY TRUSTEE AND AGENTS.

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

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

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

SECTION 11.08. GOVERNING LAW.

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

                                       79
<PAGE>
SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.10. SUCCESSORS.

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

SECTION 11.11. SEVERABILITY.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.12. COUNTERPART ORIGINALS.

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

SECTION 11.13. TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]

                                       80
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                             ECHOSTAR DBS CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name: Michael R. McDonnell
                                                 Title: Chief Financial Officer

                                             ECHOSTAR TECHNOLOGIES CORPORATION,
                                             a Texas corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             DISH NETWORK SERVICE CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             ECHOSTAR SPACE CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             ECHOSTAR SATELLITE CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                       81
<PAGE>
                                             ECHOSPHERE CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             ECHOSTAR INTERNATIONAL
                                             CORPORATION, a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             ECHOSTAR INDONESIA, INC.,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             ECHO ACCEPTANCE CORPORATION,
                                             a Colorado corporation

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             U.S. BANK NATIONAL ASSOCIATION,
                                             as Trustee

                                             By: _______________________________
                                                 Name: Richard Prokosch
                                                 Title:  Vice President

                                                                       EXHIBIT A

                                       A-1
<PAGE>
                                 [FACE OF NOTE]

10 3/8% Senior Note due 2007

Cert. No.
CUSIP No.

EchoStar DBS Corporation

promises to pay to

______________________

or its registered assigns

the principal sum of ______________________

Dollars on October 1, 2007

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

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

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

Dated: ____________

                                             ECHOSTAR DBS CORPORATION

                                             By: _______________________________
                                                 Title:

                                             By: _______________________________
                                                 Title:

(SEAL)

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

U.S. Bank National Association, as Trustee

By: _______________________________
    Authorized Signatory

Dated: _____________

                                 (Back of Note)

                                       A-2
<PAGE>
         Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated

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

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

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

         (d)      Indenture. The Company issued the Notes under an Indenture,
                  dated as of November 12, 2002 (the "Indenture"), among the
                  Company, the Guarantors and the Trustee. The terms of the
                  Notes include those stated in the Indenture and those made
                  part of the Indenture by reference to the Trust Indenture Act
                  of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as
                  in effect on the date of the Indenture. The Notes are subject
                  to all such terms, and Holders of Notes are referred to the
                  Indenture and such act for a statement of such terms. The
                  terms of the Indenture shall govern any inconsistencies
                  between the Indenture and the Notes. The Notes are unsecured
                  obligations of the Company.

                                       A-3
<PAGE>
         (e)      Optional Redemption. Except as provided in the next paragraph,
                  the Notes will not be redeemable at the Company's option prior
                  to October 1, 2004. Thereafter, the Notes will be subject to
                  redemption at the option of the Company, in whole or in part,
                  upon not less than 30 nor more than 60 days' notice, at the
                  redemption prices (expressed as percentages of principal
                  amount) set forth below, together with accrued and unpaid
                  interest thereon to the applicable redemption date, if
                  redeemed during the 12-month period beginning on October 1 of
                  the years indicated below:

<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)      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-4
<PAGE>
         When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of
Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds)
of the Indenture, exceeds $25 million, the Company will be required to offer to
purchase the maximum principal amount of Notes that may be purchased out of such
Excess Proceeds at an offer price in cash in an amount equal to 101% of the
principal amount thereof, together with accrued and unpaid interest thereon to
the date of purchase. To the extent the Company or a Restricted Subsidiary is
required under the terms of Indebtedness of the Company or such Restricted
Subsidiary which is pari passu with, or (in the case of any secured
Indebtedness) senior with respect to such collateral to, the Notes with any
proceeds which constitute Excess Proceeds under the Indenture, the Company shall
make a pro rata offer to the holders of all other pari passu Indebtedness
(including the Notes) with such proceeds. If the aggregate principal amount of
Notes and other pari passu Indebtedness surrendered by holders thereof exceeds
the amount of such Excess Proceeds, the Trustee shall select the Notes and other
pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes
that are subject to an offer to purchase will receive a Excess Proceeds Offer
from the Company prior to any related Purchase Payment Date and may elect to
have such Notes purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below.

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

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

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

                                       A-5
<PAGE>
         (j)      Amendments, Supplement and Waivers. Subject to certain
                  exceptions, the Indenture or Notes may be amended or
                  supplemented with the consent of the Holders of at least a
                  majority in principal amount of the then outstanding Notes
                  (including consents obtained in connection with a tender offer
                  or exchange offer for the Notes), and any existing default or
                  compliance with any provision of the Indenture or the Notes
                  may be waived with the consent of the Holders of a majority in
                  principal amount of the then outstanding Notes (including
                  consents obtained in connection with a tender offer or
                  exchange offer for the Notes). Notwithstanding the foregoing,
                  (a) Sections 3.09 (Offer to Purchase by Application of Excess
                  Proceeds), 4.10 (Asset Sales), and 4.15 (Offer to Repurchase
                  Upon Change in Control) of the Indenture (including, in each
                  case, the related definitions) may not be amended or waived
                  without the written consent of at least 66 2/3% in principal
                  amount of the Notes then outstanding (including consents
                  obtained in connection with a tender offer or exchange offer
                  for the Notes) and (b) without the consent of each Holder
                  affected, an amendment or waiver may not (with respect to any
                  Notes held by a non-consenting Holder of Notes) reduce the
                  principal amount of Notes whose Holders must consent to an
                  amendment, supplement or waiver; reduce the principal of or
                  change the fixed maturity of any Note or alter the provisions
                  with respect to the redemption of the Notes; reduce the rate
                  of or change the time for payment of interest on any Note;
                  waive a Default or Event of Default in the payment of
                  principal of or premium, if any, or interest on the Notes
                  (except a rescission of acceleration of the Notes by the
                  Holders of at least a majority in aggregate principal amount
                  of the then outstanding Notes and a waiver of the payment
                  default that resulted from such acceleration); make any Note
                  payable in money other than that stated in the Notes; make any
                  change in the provisions of the Indenture relating to waivers
                  of past Defaults or the rights of Holders of Notes to receive
                  payments of principal of or interest on the Notes; waive a
                  redemption payment with respect to any Note; or make any
                  change in the foregoing amendment and waiver provisions.
                  Notwithstanding the foregoing, without the consent of any
                  Holder of a Note, the Indenture or the Notes may be amended or
                  supplemented to cure any ambiguity, defect or inconsistency;
                  to provide for uncertificated Notes in addition to or in place
                  of certificated Notes; to provide for the assumption of the
                  Company's obligations to the Holders of the Notes in case of a
                  merger or consolidation; to make any change that would provide
                  any additional rights or benefits to the Holders of the Notes
                  or that does not adversely affect the legal rights under the
                  Indenture of any such Holder; or to comply with the
                  requirements of the SEC in order to effect or maintain the
                  qualification of the Indenture under the Trust Indenture Act.

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

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

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

                                       A-6
<PAGE>
                  (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), or Section 4.10 (Asset Sales) of the
                           Indenture;

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

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

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

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

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

                  (i)      certain events of bankruptcy or insolvency with
                           respect to EchoStar, the Company or certain of the
                           Company's Subsidiaries (including the filing

                                       A-7
<PAGE>
                           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);

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

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

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

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

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

                  (k)      Trustee Dealings with Company. The Trustee under the
                           Indenture, in its individual or any other capacity,
                           may make loans to, accept deposits from, and perform
                           services for the Company or its Affiliates, and may
                           otherwise deal with the Company or its Affiliates, as
                           if it were not Trustee; however, if the Trustee

                                       A-8
<PAGE>
                           acquires any conflicting interest it must eliminate
                           such conflict within 90 days, apply to the SEC for
                           permission to continue as Trustee or resign.

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

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

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

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

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

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

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

                                       A-9
<PAGE>
                                 ASSIGNMENT FORM

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

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

_______________________________________

_______________________________________

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

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

______________________________________

Date:______________

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

Signature Guarantee.

                                       A-10
<PAGE>
                       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-11
<PAGE>
                          [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>
                                                               Principal
                                            Amount of           Amount
                    Amount of               Increase         of this Global          Signature of
                   decrease in              Principal        Note following           authorized
                    Principal               Amount of            such                 officer of
 Date of          Amount of this            the Global        decrease (or            Trustee or
Exchange            Global Note                Note.            Increase)           Note Custodian
--------          ---------------           ----------       --------------         ---------------
<S>               <C>                       <C>              <C>                    <C>
</TABLE>

                                       A-12
<PAGE>
                                                                       EXHIBIT B
                                    GUARANTEE

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

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

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

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

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

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

                                            [NAME OF GUARANTOR]

                                             By:________________________________
                                                Name:

                                      B-1