<PAGE>

                                                                  Execution Copy

                                                                     EXHIBIT 4.1

                            ECHOSTAR DBS CORPORATION

                          6 5/8 % SENIOR NOTES DUE 2014

                                    INDENTURE

                           Dated as of October 1, 2004

                         U.S. Bank National Association

                                     Trustee

<PAGE>

                              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)...........................................................................            11.03
     (c)...........................................................................            11.03
313  (a)...........................................................................             7.06
     (b)(1)........................................................................             7.06
     (b)(2)........................................................................             7.07
     (c)...........................................................................         7.06; 11.02
     (d)...........................................................................             7.06
314  (a)...........................................................................            11.05
     (4)...........................................................................             4.04
     (b)...........................................................................              N/A
     (c)(1)........................................................................            11.04
     (c)(2)........................................................................            11.04
     (c)(3)........................................................................              N/A
     (d)...........................................................................              N/A
     (e)...........................................................................            11.05
     (f)...........................................................................              N/A
315  (a)...........................................................................           7.01(b)
     (b)...........................................................................         7.05; 11.02
     (c)...........................................................................           7.01(a)
     (d)...........................................................................             7.01
     (e)...........................................................................             6.11
316  (a) (last sentence)...........................................................             2.09
     (a)(1)(A).....................................................................             6.05
     (a)(1)(B).....................................................................             6.04
     (a)(2)........................................................................              N/A
     (b)...........................................................................             6.07
     (c)...........................................................................             2.12
317  (a)(1)........................................................................             6.08
     (a)(2)........................................................................             6.09
     (b)...........................................................................             2.04
318  (a)...........................................................................            11.01
     (c)...........................................................................            11.01
</TABLE>

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
                                                        ARTICLE 1
                                       DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

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

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

                                                        ARTICLE 2
                                                        THE NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                        ARTICLE 3
                                                       REDEMPTION

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

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

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

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

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

SECTION 3.06.              Notes Redeemed in Part...............................................................     39
</TABLE>

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
SECTION 3.07.              Optional Redemption..................................................................     39

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

                                                        ARTICLE 4
                                                        COVENANTS

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

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

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

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

SECTION 4.05.              Taxes................................................................................     44

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

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

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

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

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

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

SECTION 4.12.              Limitation on Liens..................................................................     58

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

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

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

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

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

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

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

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

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

                                                        ARTICLE 5
                                                       SUCCESSORS

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

SECTION 5.02.              Successor Corporation Substituted....................................................     69
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
                                                        ARTICLE 6
                                                  DEFAULTS AND REMEDIES

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

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

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

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

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

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

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

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

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

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

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

                                                        ARTICLE 7
                                                         TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

                                                        ARTICLE 8
                                        LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

SECTION 8.03.              Covenant Defeasance..................................................................     80
</TABLE>

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
SECTION 8.04.              Conditions to Legal or Covenant Defeasance...........................................     80

SECTION 8.05.              Deposited Money and Government Securities To Be Held in Trust; Other
                           Miscellaneous Provisions.............................................................     81

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

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

                                                        ARTICLE 9
                                            AMENDMENT, SUPPLEMENT AND WAIVER

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

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

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

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

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

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

                                                       ARTICLE 10
                                                       GUARANTEES

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

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

SECTION 10.03.             Merger, Consolidation or Sale of Assets of Guarantors................................     87

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

SECTION 10.05.             Releases from Guarantees.............................................................     88

                                                       ARTICLE 11
                                                      MISCELLANEOUS

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

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

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

SECTION 11.04.             Certificate and Opinion as to Conditions Precedent...................................     90

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

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

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

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

SECTION 11.09.             No Adverse Interpretation of Other Agreements........................................     92
</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
SECTION 11.10.             Successors...........................................................................     92

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

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

SECTION 11.13.             Table of Contents, Headings, Etc.....................................................     92
</TABLE>

                                       v

<PAGE>

EXHIBITS

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

                                       vi

<PAGE>

            INDENTURE, dated as of October 1, 2004, among EchoStar DBS
Corporation (the "Company"), a Colorado corporation, the Guarantors (as
hereinafter defined) and U.S. Bank National Association, as trustee (the
"Trustee").

            The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Company's 6 5/8% Senior Notes due 2014.

                                    RECITALS

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

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

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

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

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

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

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

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

<PAGE>

connection with the acquisition of assets, including Indebtedness incurred in
connection with, or in contemplation of, such other Person merging with or into
or becoming a Subsidiary of such specified Person or the acquisition of such
assets, as the case may be.

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

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

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

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

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

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

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

                                       2
<PAGE>

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

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

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

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

            "Cash Equivalents" means: (a) United States dollars; (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition; (c) certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $500 million; (d) repurchase obligations with a
term of not more than 30 days for underlying securities of the types described
in clauses (b) and (c) entered into with any financial institution meeting the
qualifications specified in clause (c) above; (e) commercial paper rated P-1 or
better, A-1 or better or the equivalent thereof by Moody's or S&P, respectively,
and in each case maturing within 12 months after the date of acquisition; and
(f) money market funds offered by any domestic commercial or investment bank
having capital and surplus in excess of $500 million at least 95% of the assets
of which constitute Cash Equivalents of the kinds described in clauses (a)
through (e) of this definition.

            "Change of Control" means: (a) any transaction or series of
transactions the result of which is that any Person (other than the Principal or
a Related Party) individually owns more than 50% of the total Equity Interest of
ECC; (b) the first day on which a majority of the members of the Board of
Directors of EchoStar are not Continuing Directors; or (c) any time that
EchoStar shall cease to beneficially own 100% of the Equity Interests of the
Company.

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

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

            "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus, to the
extent deducted in computing Consolidated Net Income: (a) provision for taxes
based on income or profits; (b) Consolidated Interest Expense; (c) depreciation
and amortization (including amortization of goodwill and other intangibles) of
such Person for such period; and (d) any extraordinary loss and any net loss
realized in connection with any Asset Sale, in each case, on a consolidated
basis

                                       3
<PAGE>

determined in accordance with GAAP; provided that Consolidated Cash Flow shall
not include interest income derived from the net proceeds of the Offering.

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

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

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

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

                                       4
<PAGE>

expense and unamortized deferred charges, all of the foregoing determined on a
consolidated basis in accordance with GAAP.

            "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of EchoStar who: (a) was a member of such Board
of Directors on the date of this Indenture; or (b) was nominated for election or
elected to such Board of Directors with the affirmative vote of a majority of
the Continuing Directors who were members of such Board at 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.

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

            "DBS" means direct broadcast satellite.

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

            "Deferred Payments" means Indebtedness owed to satellite
construction or launch contractors incurred after the date of this Indenture in
connection with the construction or launch of one or more satellites of the
Company or its Restricted Subsidiaries used by the Company and/or them in the
businesses described in Section 4.16 in an aggregate principal amount not to
exceed $200 million at any one time outstanding.

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

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

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

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

                                       5
<PAGE>

            "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 as identified in EchoStar's Annual Report on Form 10-K for the year
ended December 31, 2003 and consolidated financial statements included therein.

            "EchoStar II" means the Company's high-powered direct broadcast
satellite identified in EchoStar's Annual Report on Form 10-K for the year ended
December 31, 2003 and consolidated financial statements included therein.

            "EchoStar III" means the high-powered direct broadcast satellite
identified in EchoStar's Annual Report on Form 10-K for the year ended December
31, 2003 and consolidated financial statements included therein.

            "EchoStar IV" means the high-powered direct broadcast satellite
identified in EchoStar's Annual Report on Form 10-K for the year ended December
31, 2003 and consolidated financial statements included therein.

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

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

            "EDBS Notes" means the 2001 EDBS Notes, the 2003 EDBS Notes and the
EDBS Exchange Notes.

            "EDBS Notes Indentures" means the 2001 EDBS Notes Indenture, the
EDBS Exchange Notes Indenture and the 2003 EDBS Notes Indentures.

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

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

            "ESLLC" means EchoStar Satellite L.L.C., a Colorado limited
liability company.

                                       6
<PAGE>

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

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

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

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

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

            "Existing Indebtedness" means the Notes and any other Indebtedness
of the Company and its Subsidiaries in existence on the date of this Indenture
until such amounts are repaid.

            "FCC" means Federal Communications Commission.

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

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

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

                                       8
<PAGE>

            "Initial Notes" means the $1.0 billion aggregate principal amount
6-5/8% Senior Notes due 2014 of the Company issued under this Indenture on the
Issue Date.

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

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

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

            "Issue Date" means October 1, 2004, the date of original issuance of
the Initial Notes.

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

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

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

            "Marketable Securities" means: (a) Government Securities; (b) any
certificate of deposit maturing not more than 365 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution; (c)
commercial paper maturing not more than 365 days after the date of acquisition
issued by a corporation (other than an Affiliate of the Company) with an
Investment Grade rating, at the time as of which any investment therein is made,
issued or 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 3.0 times the Trailing Cash Flow
Amount, or, if greater and (i) following a Fall Away Event or (ii) during a
period in which covenants do not apply as a result of the occurrence of the
event described in the second paragraph of Section 4.21, 15% of the Company's
Consolidated Net Tangible Assets.

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

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

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

            "Non-Core Assets" means: (1) all intangible present and possible
future authorizations, rights, interests and other intangible assets related to
all "western" DBS orbital locations other than the 148 degree orbital slot (as
the term "western" is used by the FCC) held by the Company and/or any of its
Subsidiaries at any time, including without limitation the authorization for
three DBS frequencies at the 157 degree orbital location; (2) all intangible
present and possible future authorizations, rights, interests and other
intangible assets related to the fixed satellite service in the Ku-band, Ka-band
and C-band held by the Company and/or any of its Subsidiaries at any time,
including without limitation the license of ESLLC for a two satellite Ka/Ku-band
system at the 83 degree and the 121 degree orbital location, the application of
ESLLC to add C-band capabilities to a Ku-band satellite authorized at the 83
degree orbital location, and ESLLC's pending applications for Ka-band and
extended Ku-band satellites related to the fixed satellite service; (3) all
present and possible future intangible authorizations, rights, interests and
other intangible assets related to the mobile satellite service held by the
Company and/or any of its Subsidiaries at any time, including without limitation
the license of E-SAT, Inc. for a low-earth orbit mobile satellite service
system; (4) all present and possible future intangible authorizations, rights,
interests and other intangible assets related to local multi-point distribution
service; and (5) any Subsidiary of the Company the assets of which consist
solely of (i) any combination of the foregoing and (ii) other assets to the
extent permitted under the provision described under the second paragraph of
Section 4.19.

                                       10
<PAGE>

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

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

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

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

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

            "Offering Memorandum" means the Offering Memorandum, dated as of
September 20, 2004, relating to and used in connection with the Offering.

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

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

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

            "Participant" means, with respect to the Depositary, a Person who
has an account with the Depositary.

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

                                       11
<PAGE>

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 of its Restricted
Subsidiaries, provided that such Liens were not incurred in connection with, or
in contemplation of, such merger or consolidation, other than in the ordinary
course of business;

            (h)   Liens on property of an Unrestricted Subsidiary at the time
that it is designated as a Restricted Subsidiary pursuant to the definition of
"Unrestricted Subsidiary;" provided that such Liens were not incurred in
connection with, or in contemplation of, such designation;

            (i)   Liens on property existing at the time of acquisition thereof
by the Company or any Restricted Subsidiary of the Company; provided that such
Liens were not incurred in connection with, or in contemplation of, such
acquisition and do not extend to any assets of the Company or any of its
Restricted Subsidiaries other than the property so acquired;

            (j)   Liens to secure the performance of statutory obligations,
surety or appeal bonds or performance bonds, or landlords', carriers',
warehousemen's, mechanics', suppliers', materialmen's or other like Liens, in
any case incurred in the ordinary course of business and with respect to amounts
not yet delinquent or being contested in good faith by appropriate

                                       12
<PAGE>

process of law, if a reserve or other appropriate provision, if any, as is
required by GAAP shall have been made therefor;

            (k)   Liens existing on the Issue Date;

            (l)   Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;

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

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

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

            (p)   Liens securing Indebtedness permitted under clause (12) of the
second paragraph of Section 4.09 of this Indenture; provided that such Liens
shall not extend to assets other than the assets that secure such Indebtedness
being refinanced;

            (q)   any interest or title of a lessor under any Capital Lease
Obligations; provided that such Capital Lease Obligation is permitted under the
other provisions of this Indenture;

            (r)   Liens permitted to be incurred under the EDBS Notes
Indentures;

            (s)   Liens not provided for in clauses (a) through (r) above,
securing Indebtedness incurred in compliance with the terms of this Indenture;
provided that the Notes are secured by the assets subject to such Liens on an
equal and ratable basis or on a basis prior to 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

                                       13
<PAGE>

(including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

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

            "Principal" means Charles W. Ergen.

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

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

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

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

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

            "Receivables Trust" means a trust organized solely for the purpose
of securitizing the accounts receivable held by the Accounts Receivable
Subsidiary that: (a) shall not engage in any business other than (i) the
purchase of accounts receivable or participation interests therein from the
Accounts Receivable Subsidiary and the servicing thereof, (ii) the issuance of
and distribution of payments with respect to the securities permitted to be
issued under clause (b) below and (iii) other activities incidental to the
foregoing; (b) shall not at any time incur

                                       14
<PAGE>

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

            "Registration Rights Agreement" means the Registration Rights
Agreement for the Notes, dated as of October 1, 2004, by and among the Company,
the Guarantors, the Initial Purchasers and any other parties named on the
signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

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

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

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

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

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

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

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

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

            "Restricted Subsidiary" or "Restricted Subsidiaries" means any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the

                                       15
<PAGE>

election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company or one or more Subsidiaries
of the Company or a combination thereof, other than Unrestricted Subsidiaries.

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

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

            "Trailing Cash Flow Amount" means the Consolidated Cash Flow of the
Company during the most recent four fiscal quarters of the Company for which
financial statements are available; provided that if the Company or any of its
Restricted Subsidiaries consummates a merger, acquisition or other business
combination or an Asset Sale or other disposition of assets subsequent to the
commencement of such period but prior to or contemporaneously with the event for
which the calculation of Trailing Cash Flow Amount is made, then Trailing Cash
Flow Amount shall be calculated giving pro forma effect to such material
acquisition or Asset Sale or other disposition of assets, as if the same had
occurred at the beginning of the applicable period.

                                       16
<PAGE>

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

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

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

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

            "2003 EDBS Notes" means the $1,000,000,000 aggregate principal
amount of our 5 3/4% Senior Notes due 2008, the $1,000,000,000 aggregate
principal amount of 6 3/8% Senior Notes due 2011 and the $500,000,000 aggregate
principal amount of our Floating Rate Senior Notes due 2008 and each of them
issued by the Company.

            "2003 EDBS Notes Indentures" means the indentures, each dated as of
October 2, 2003 between the Company and U.S. Bank National Association, as
trustee, governing the 2003 EDBS Notes and each of them as the same may be
amended, modified or supplemented from time to time.

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

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

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

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

            (a)   no portion of the Indebtedness or any other obligation
      (contingent or otherwise) of which, immediately after such designation:
      (i) is guaranteed by the Company or any other Subsidiary of the Company
      (other than another Unrestricted Subsidiary); (ii) is recourse to or
      obligates the Company or any other Subsidiary of the Company (other than
      another Unrestricted Subsidiary) in any way; or (iii) subjects any
      property or asset of the Company or any other Subsidiary of the Company
      (other than
                                       17
<PAGE>

      another Unrestricted Subsidiary), directly or indirectly, contingently or
      otherwise, to satisfaction thereof;

            (b)   with which neither the Company nor any other Subsidiary of the
      Company (other than another Unrestricted Subsidiary) has any contract,
      agreement, arrangement, understanding or is subject to an obligation of
      any kind, written or oral, other than on terms no less favorable to the
      Company or such other Subsidiary than those that might be obtained at the
      time from Persons who are not Affiliates of the Company; and

            (c)   with which neither the Company nor any other Subsidiary of the
      Company (other than another Unrestricted Subsidiary) has any obligation:
      (i) to subscribe for additional shares of Capital Stock or other equity
      interests therein; or (ii) to maintain or preserve such Subsidiary's
      financial condition or to cause such Subsidiary to achieve certain levels
      of operating results;

provided, however, that neither ESLLC nor Echosphere L.L.C. may be designated as
an Unrestricted Subsidiary. If at any time after the date of this Indenture the
Company designates an additional Subsidiary (other than ETC or a Subsidiary that
constitutes a Non-Core Asset) as an Unrestricted Subsidiary, the Company will be
deemed to have made a Restricted Investment in an amount equal to the fair
market value (as determined in good faith by the Board of Directors of the
Company evidenced by a resolution of the Board of Directors of the Company and
set forth in an Officers' Certificate delivered to the Trustee no later than ten
business days following a request from the Trustee, which certificate shall
cover the six months preceding the date of the request) of such Subsidiary. An
Unrestricted Subsidiary may be designated as a Restricted Subsidiary of the
Company if, at the time of such designation after giving pro forma effect
thereto, no Default or Event of Default shall have occurred or be continuing.

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

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

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

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                  Defined
Term                                                                             in Section
----                                                                             ----------
<S>                                                                              <C>
"Affiliate Transaction"....................................................         4.11
"Asset Sale"...............................................................         4.10
</TABLE>

                                       18
<PAGE>

<TABLE>
<S>                                                                                 <C>
"Change of Control Offer"..................................................         4.15
"Change of Control Payment"................................................         4.15
"Change of Control Payment Date"...........................................         4.15
"Company"..................................................................         Preamble
"Covenant Defeasance"......................................................         8.03
"DTC"......................................................................         2.01
"ETC Amount Due............................................................         4.19
"Event of Default".........................................................         6.01
"Excess Proceeds"..........................................................         4.10
"Excess Proceeds Offer"....................................................         3.08
"Fall Away Event"..........................................................         4.21
"Fall Away Covenants"......................................................         4.21
"H.15 Statistical Release".................................................         3.07
"incur"....................................................................         4.09
"Legal Defeasance".........................................................         8.02
"Make-Whole Premium".......................................................         3.07
"Non-Core Asset Amount Due"................................................         4.19
"Offer Amount".............................................................         3.08
"Offer Period".............................................................         3.08
"Paying Agent".............................................................         2.03
"Payment Default"..........................................................         6.01
"Payout"...................................................................         4.19
"Permitted Refinancing"....................................................         4.09
"Private Placement Legend".................................................         2.01
"Purchase Date"............................................................         3.08
"Refinancing Indebtedness".................................................         4.09
"Registrar"................................................................         2.03
"Remaining Term"...........................................................         3.07
"Restricted Payments"......................................................         4.07
"Treasury Yield"...........................................................         3.07
</TABLE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

            "indenture securities" means the Notes;

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

            "indenture to be qualified" means this Indenture;

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

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

                                       19
<PAGE>

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

SECTION 1.04. Rules of Construction.

            Unless the context otherwise requires:

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

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

            (3)   "or" is not exclusive;

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

            (5)   provisions apply to successive events and transactions.

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01. Form and Dating.

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

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

            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

                                       20
<PAGE>

            AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
            USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
            INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
            HEREIN.

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

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

            THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
            AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
            NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
            OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
            OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
            SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
            ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
            ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
            ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
            PREDECESSOR OF THIS NOTE) (THE "RESALE RESTRICTION TERMINATION
            DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
            PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
            ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
            TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
            REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
            IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
            OF A QUALIFIED INSTITUTIONAL

                                       21
<PAGE>

            BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
            RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
            PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
            REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN COMPLIANCE
            WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
            ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
            THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
            PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D)
            PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
            THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO
            CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
            REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
            OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
            REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
            TERMINATION DATE.

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

SECTION 2.02. Form of Execution and Authentication.

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

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

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

            The Trustee shall authenticate (i) Initial Notes for original issue
on the Issue Date in an aggregate principal amount of $1.0 billion, (ii)
pursuant to the Exchange Offer, Exchange Notes from time to time for issue only
in exchange for a like principal amount of Initial Notes and (iii) subject to
compliance with Section 4.09, one or more series of Notes for original issue
after the Issue Date (such Notes to be substantially in the form of Exhibit A)
in an unlimited amount (and if issued with a Private Placement Legend, the same
principal amount of Exchange Notes in exchange therefor upon consummation of a
registered exchange offer) in each case upon written orders of the Company in
the form of an Officers' Certificate, which Officers' Certificate shall, in the
case of any issuance pursuant to clause (iii) above, certify that such issuance
is in compliance with Section 4.09. In addition, each such Officers' Certificate
shall specify the amount of Notes to be authenticated, the date on which the
Notes are to be authenticated, whether the Securities are to be Initial Notes,
Exchange Notes or Notes issued under clause (iii) of the preceding sentence and
the aggregate principal amount of Notes

                                       22
<PAGE>

outstanding on the date of authentication, and shall further specify the amount
of such Notes to be issued as a Global Note or Definitive Notes. Such Notes
shall initially be in the form of one or more Global Notes, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Notes to be issued, (ii) shall be registered in the
name of the Depositary for such Global Note or Notes or its nominee and (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction. All Notes issued under this Indenture shall vote and
consent together on all matters as one class and no series of Notes will have
the right to vote or consent as a separate class on any matter.

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

SECTION 2.03. Registrar and Paying Agent.

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

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

SECTION 2.04. Paying Agent To Hold Money in Trust.

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

                                       23
<PAGE>

the Company acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders of the Notes all money held by it as
Paying Agent.

SECTION 2.05. Lists of Holders of the Notes.

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

SECTION 2.06. Transfer and Exchange.

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

            (b)   Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth in this Indenture to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                                       24
<PAGE>

                  (i)   Transfer of Beneficial Interests in the Same Global
      Note. Beneficial interests in any Restricted Global Note may be
      transferred to Persons who take delivery thereof in the form of a
      beneficial interest in the same Restricted Global Note in accordance with
      the transfer restrictions set forth in the Private Placement Legend;
      provided, however, that prior to the expiration of the Restricted Period,
      no transfer of beneficial interests in the Regulation S Global Note may be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser) unless permitted by applicable law and
      made in compliance with subparagraphs (ii) and (iii) below. Beneficial
      interests in any Unrestricted Global Note may be transferred to Persons
      who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(i) unless specifically stated above.

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

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

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

                                       25
<PAGE>

            certificate in the form of Exhibit C hereto, including the
            certifications in item (1) thereof; and

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

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

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

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

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

                        (D)   the Registrar receives the following:

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

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

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or

                                       26
<PAGE>

            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained in this Indenture and in the
            Private Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

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

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

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

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

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

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

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

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

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

                                       27
<PAGE>

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

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

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

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

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

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

                        (D)   the Registrar receives the following:

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

                                       28
<PAGE>

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

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

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

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

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

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

                                       29
<PAGE>

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

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

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

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

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

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

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

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

                        (D)   the Registrar receives the following:

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

                                       30
<PAGE>

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

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

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

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

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

            (e)   Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i)   Restricted Definitive Notes to Restricted Definitive
      Notes. Any Restricted Definitive Note may be transferred to and registered
      in the name of Persons

                                       31
<PAGE>

      who take delivery thereof in the form of a Restricted Definitive Note if
      the Registrar receives the following:

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

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

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

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

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

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

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

                        (D)   the Registrar receives the following:

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

                              (z)   if the Holder of such Restricted Definitive
                        Notes proposes to transfer such Notes to a Person who
                        shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit C hereto, including the

                                       32
<PAGE>

                        certifications in item (4) thereof; and, in each such
                        case set forth in this subparagraph (D), if the
                        Registrar so requests, an Opinion of Counsel in form
                        reasonably acceptable to the Company to the effect that
                        such exchange or transfer is in compliance with the
                        Securities Act and that the restrictions on transfer
                        contained in this Indenture and in the Private Placement
                        Legend are no longer required in order to maintain
                        compliance with the Securities Act.

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

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

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

                  (i)   Private Placement Legend.

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

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

                                       33
<PAGE>

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

            (i)   General Provisions Relating to Transfers and Exchanges.

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

                  (ii)  No service charge shall be made to a Holder of a
      beneficial interest in a Global Note or to a Holder of a Definitive Note
      for any registration of transfer or exchange, but the Company may require
      payment of a sum sufficient to cover any transfer tax or similar
      governmental charge payable in connection therewith (other than any such
      transfer taxes or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 2.10, 3.06, 3.08 and 9.05).

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

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

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

                  (vi)  Prior to due presentment for the registration of a
      transfer of any Note, the Trustee, any Agent and the Company may deem and
      treat the Person in whose

                                       34
<PAGE>

      name any Note is registered as the absolute owner of such Note for the
      purpose of receiving payment of principal of and interest on such Notes
      and for all other purposes, and none of the Trustee, any Agent or the
      Company shall be affected by notice to the contrary.

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

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

SECTION 2.07. Replacement Notes.

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

            Every replacement Note is an obligation of the Company.

SECTION 2.08. Outstanding Notes.

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

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

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

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

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

                                       35
<PAGE>

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

SECTION 2.13. Record Date.

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

                                       36
<PAGE>

SECTION 2.14. CUSIP Number.

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

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01. Notices to Trustee.

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

SECTION 3.02. Selection of Notes To Be Redeemed.

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

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

                                       37
<PAGE>

SECTION 3.03. Notice of Redemption.

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

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

                  (i)    the redemption date;

                  (ii)   the redemption price;

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

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

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

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

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

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

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall have delivered to the Trustee, at least 35 days (unless a shorter period
is acceptable to the Trustee) prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04. Effect of Notice of Redemption.

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

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

                                       38
<PAGE>

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 below, the Notes are not redeemable at the option
of the Company prior to October 1, 2014.

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

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

            (b)   the excess, if any, of

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

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

                                       39
<PAGE>

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

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

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

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

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

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

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

                                       40
<PAGE>

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

            Notwithstanding the foregoing, at any time prior to October 1, 2007,
the Company may redeem up to 35% of the aggregate principal amount of the Notes
outstanding at a redemption price equal to 106.625% of the principal amount
thereof, on the redemption date, together with accrued and unpaid interest to
such redemption date, with the net cash proceeds of any capital contributions or
one or more public or private sales (including sales to EchoStar, regardless of
whether EchoStar obtained such funds from an offering of Equity Interests or
Indebtedness of EchoStar or otherwise) of Equity Interests (other than
Disqualified Stock) of the Company (other than proceeds from a sale to any
Subsidiary of the Company or any employee benefit plan in which the Company or
any of its Subsidiaries participates); provided that: (a) at least 65% in
aggregate of the originally issued principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption; and (b) the
sale of such Equity Interests is made in compliance with the terms of this
Indenture.

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

            When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 or this Section 3.08 exceeds $100.0
million, the Company shall be obligated to make an offer to all Holders of the
Notes (an "Excess Proceeds Offer") to purchase the maximum principal amount of
Notes that may be purchased out of such Excess Proceeds at an offer price in
cash in an amount equal to 101% of the principal amount thereof, together with
accrued and unpaid interest to the date fixed for the closing of such offer in
accordance with the procedures set forth in this Indenture. To the extent the
Company or a Restricted Subsidiary are required under the terms of Indebtedness
of the Company or such Restricted Subsidiary which is ranked equally with the
Notes to make an offer to purchase such other Indebtedness with any proceeds
which constitute Excess Proceeds under this Indenture, the Company shall make a
pro rata offer to the holders of all other pari passu Indebtedness (including
the Notes) with such proceeds. If the aggregate principal amount of Notes and
other pari passu Indebtedness surrendered by holders thereof exceeds the amount
of such Excess Proceeds, the Trustee shall select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis.

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

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

                                       41
<PAGE>

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

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

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

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

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

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

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

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

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

            On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Excess
Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes or
portion thereof tendered, and deliver to the Trustee an Officers' Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.08. The Company,
Depositary or Paying Agent, as the case may be, shall promptly (but in any case
not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of

                                       42
<PAGE>

the Note tendered by such Holder and accepted by the Company for purchase, and
the Company shall promptly issue a new Note, and the Trustee shall authenticate
and mail or deliver such new Note, to such Holder equal in principal amount to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Excess Proceeds Offer on the
Purchase Date. To the extent that the aggregate principal amount of Notes
tendered pursuant to an Excess Proceeds Offer is less than the amount of such
Excess Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes. Upon completion of an Excess Proceeds Offer, the amount of
Excess Proceeds shall be reset at zero.

            Other than as specifically provided in this Section 3.08, any
purchase pursuant to this Section 3.08 shall be made pursuant to the provisions
of Sections 3.01 through 3.06.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01. Payment of Notes.

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

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

SECTION 4.02. Maintenance of Office or Agency.

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

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

                                       43
<PAGE>

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

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

SECTION 4.04. Compliance Certificate.

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

                                       44
<PAGE>

good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.06. Stay, Extension and Usury Laws.

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

SECTION 4.07. Limitation on Restricted Payments.

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

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

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

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

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

                  (ii)  the purchase, repurchase or other acquisition of
      subordinated Indebtedness with a stated maturity earlier than the maturity
      of the Notes or the Guarantees purchased in anticipation of satisfying a
      payment of principal at the stated maturity thereof, within one year of
      such stated maturity;

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

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

                  (ii)  to all holders of any class or series of Equity
      Interests of such Restricted Subsidiary on a pro rata basis; provided that
      in the case of this clause (ii), such

                                       45
<PAGE>

      dividends or distributions may not be in the form of Indebtedness or
      Disqualified Stock; or

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

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

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

                  (iii) such Restricted Payment, together with the aggregate of
      all other Restricted Payments made by the Company after December 28, 2001,
      is less than the sum of:

                        (A)   the difference of

                              (x)   cumulative Consolidated Cash Flow of the
                        Company determined at the time of such Restricted
                        Payment (or, in case such Consolidated Cash Flow shall
                        be a deficit, minus 100% of such deficit); minus

                              (y)   120% of Consolidated Interest Expense of the
                        Company, each as determined for the period (taken as one
                        accounting period) from January 1, 2002 to the end of
                        the Company's most recently ended fiscal quarter for
                        which internal financial statements are available at the
                        time of such Restricted Payment; plus

                        (B)   an amount equal to 100% of the aggregate net cash
            proceeds and, in the case of proceeds consisting of assets used in
            or constituting a business permitted under Section 4.16 of this
            Indenture, 100% of the fair market value of the aggregate net
            proceeds other than cash received by the Company either from capital
            contributions from EchoStar, or from the issue or sale (including an
            issue or sale to EchoStar) of Equity Interests (other than
            Disqualified Stock) of the Company (other than Equity Interests sold
            to any Subsidiary of the Company), since December 28, 2001; plus

                        (C)   if any Unrestricted Subsidiary is designated by
            the Company as a Restricted Subsidiary, an amount equal to the fair
            market value of the net Investment by the Company or a Restricted
            Subsidiary in such Subsidiary at the time of such designation;
            provided, however, that the foregoing sum shall not exceed the
            amount of the Investments made by the Company or any

                                       46
<PAGE>

            Restricted Subsidiary in any such Unrestricted Subsidiary since
            December 28, 2001; plus

                        (D)   100% of any cash dividends and other cash
            distributions received by the Company and its Wholly Owned
            Restricted Subsidiaries from an Unrestricted Subsidiary since
            December 28, 2001 to the extent not included in cumulative
            Consolidated Cash Flow of the Company; plus

                        (E)   to the extent not included in clauses (A) through
            (D) above, an amount equal to the net reduction in Investments of
            the Company and its Restricted Subsidiaries since December 28, 2001
            resulting from payments in cash of interest on Indebtedness,
            dividends, or repayment of loans or advances, or other transfers of
            property, in each case, to the Company or to a Wholly Owned
            Restricted Subsidiary or from the net cash proceeds from the sale,
            conveyance or other disposition of any such Investment; provided,
            however, that the foregoing amount shall not exceed, with respect to
            any Person in whom such Investment was made, the amount of
            Investments previously made by the Company or any Restricted
            Subsidiary in such Person which were included in computations made
            pursuant to this clause (iii).

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

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

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

            (3)   Investments in an aggregate amount not to exceed $500 million
      plus, to the extent not included in Consolidated Cash Flow, an amount
      equal to the net reduction in such Investments resulting from payments in
      cash of interest on Indebtedness, dividends or repayment of loans or
      advances, or other transfers of property, in each case, to the Company or
      to a Wholly Owned Restricted Subsidiary or from the net cash proceeds from
      the sale, conveyance or other disposition of any such Investment;
      provided, however, that the foregoing amount shall not exceed, with
      respect to any Person in whom such Investment was made, the amount of
      Investments previously made by the Company or any Restricted Subsidiary in
      such Person pursuant to this clause (3);

            (4)   Investments to fund the financing activity of DNCC in the
      ordinary course of its business in an amount not to exceed, as of the date
      of determination, the sum of (A) $100 million plus (B) 50% of the
      aggregate cost to DNCC for each Satellite Receiver

                                       47
<PAGE>

      purchased by DNCC and leased by DNCC to a retail consumer in excess of
      100,000 units;

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

            (6)   a Permitted Refinancing;

            (7)   Investments in an amount equal to 100% of the aggregate net
      proceeds (whether or not in cash) received by the Company or any Wholly
      Owned Restricted Subsidiary from capital contributions from EchoStar or
      from the issue and sale (including a sale to EchoStar) of Equity Interests
      (other than Disqualified Stock) of the Company (other than Equity
      Interests issued or sold to a Subsidiary of EchoStar), on or after
      December 28, 2001; plus, to the extent not included in Consolidated Cash
      Flow, an amount equal to the net reduction in such Investments resulting
      from payments in cash of interest on Indebtedness, dividends, or repayment
      of loans or advances, or other transfers of property, in each case, to the
      Company or to a Wholly Owned Restricted Subsidiary or from the net cash
      proceeds from the sale, conveyance, or other disposition of any such
      Investment; provided, however, that the foregoing amount shall not exceed,
      with respect to any Person in whom such Investment was made, the amount of
      Investments previously made by the Company or any Restricted Subsidiary in
      such Person pursuant to this clause (7) in each case, provided that such
      Investments are in businesses of the type described under Section 4.16 of
      this Indenture;

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

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

            (10)  cash dividends or distributions to EchoStar to the extent
      required for the purchase of odd-lots of Equity Interests of EchoStar, in
      an aggregate amount not to exceed $15 million in any calendar year;

            (11)  the making of any Restricted Payment (including the receipt of
      any Investment) permitted under or resulting from any transaction
      permitted under Section 4.19 of this Indenture; provided that all
      conditions to any such Restricted Payment set forth in such Section 4.19
      are satisfied;

                                       48
<PAGE>

            (12)  Investments made as a result of the receipt of non-cash
      proceeds from Asset Sales made in compliance with Section 4.10 of this
      Indenture and Investments entered into in connection with an acquisition
      of assets used in or constituting a business permitted under Section 4.16
      of this Indenture as a result of "earn-outs" or other deferred payments or
      similar obligations;

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

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

            (15)  Investments in a foreign direct-to-home satellite provider in
      an amount not to exceed $200 million; provided that the Investments are
      made through the supply of satellite receivers and related equipment to
      the provider, or the proceeds from the Investments are used to purchase
      satellite receivers and related equipment from EchoStar or a Subsidiary of
      EchoStar;

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

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

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

            (19)  the making of a Restricted Payment so long as after giving
      effect to such Restricted Payment and the incurrence of any Indebtedness
      the net proceeds of which are

                                       49
<PAGE>

      used to finance such Restricted Payment, the Company's Indebtedness to
      Cash Flow Ratio would not exceed 3.5 to 1.

            Restricted Payments made pursuant to clauses (1), (2), (4), (7),
(16) (but only to the extent that net proceeds received by the Company as set
forth in such clause (2), (7) or (16) were included in the computations made in
clause (iii)(B) of the first paragraph of this Section 4.07), (10) or (13) (but
only to the extent such Restricted Payment is included as a Restricted Payment
in any computation made pursuant to clause (iii) of the first paragraph of
Section 4.07 contained in the EDBS Notes Indentures), shall be included as
Restricted Payments in any computation made pursuant to clause (iii) of the
first paragraph of this Section 4.07.

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

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

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

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

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

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

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

                                       50
<PAGE>

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

                  (i)    Existing Indebtedness and existing agreements as in
      effect on the Issue Date;

                  (ii)   applicable law or regulation;

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

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

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

                  (vi)   this Indenture or any of the Notes;

                  (vii)  Permitted Liens; or

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

SECTION 4.09. Limitation on Incurrence of Indebtedness.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to (collectively,
"incur") any Indebtedness (including Acquired Debt); provided, however, that,
notwithstanding the foregoing the Company and any Guarantor may incur
Indebtedness (including Acquired Debt), if, after giving effect to the
incurrence of such Indebtedness and the application of the net proceeds thereof
on a pro forma basis (including, in the case of an acquisition, merger or other
business combination giving pro forma effect to such transaction), either (a)
the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 8.0
to 1 or (b) the aggregate amount of Indebtedness of the Company and the
Guarantors would not exceed $1,500 per Subscriber.

                                       51
<PAGE>

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

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

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

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

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

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

            (6)   Acquired Debt of a Person incurred prior to the date upon
      which such Person was acquired by the Company or any Guarantor (excluding
      Indebtedness incurred by such entity other than in the ordinary course of
      its business in connection with, or in contemplation of, such entity being
      so acquired) in an amount not to exceed (A) $250 million in the aggregate
      for all such Persons other than those described in the immediately
      following clause (B); and (B) Acquired Debt owed to the Company or any of
      its Restricted Subsidiaries;

            (7)   Existing Indebtedness;

            (8)   the incurrence of Purchase Money Indebtedness by the Company
      or any Guarantor in an amount not to exceed the cost of construction,
      acquisition or improvement of assets used in any business permitted under
      Section 4.16 of this Indenture, as well as any launch costs and insurance
      premiums related to such assets;

            (9)   the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations that are incurred in the ordinary
      course of business and not for speculative purposes, including without
      limitation Hedging Obligations covering the principal amount of
      Indebtedness entered into in order to protect the Company or any of its
      Restricted Subsidiaries from fluctuation in interest rates on
      Indebtedness;

            (10)  Indebtedness of the Company or any Restricted Subsidiary in
      respect of performance bonds or letters of credit of the Company or any
      Restricted Subsidiary or surety bonds provided by the Company or any
      Restricted Subsidiary incurred in the ordinary course of business and on
      ordinary business terms in connection with the businesses permitted under
      Section 4.16 of this Indenture;

            (11)  Indebtedness of the Company or any Guarantor the proceeds of
      which are used solely to finance the construction and development of call
      centers owned by the Company or any of its Restricted Subsidiaries or any
      refinancing thereof; provided that

                                       52
<PAGE>

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

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

                  (A)   the principal amount of such Refinancing Indebtedness
      shall not exceed the principal amount and accrued interest of the
      Indebtedness so exchanged, extended, refinanced, renewed, replaced,
      substituted or refunded and any premiums payable and reasonable fees,
      expenses, commissions and costs in connection therewith;

                  (B)   the Refinancing Indebtedness shall have a final maturity
      equal to or later than, and a Weighted Average Life to Maturity equal to
      or greater than, the final maturity and Weighted Average Life to Maturity,
      respectively, of the Indebtedness being exchanged, extended, refinanced,
      renewed, replaced, substituted or refunded; and

                  (C)   the Refinancing Indebtedness shall be subordinated in
      right of payment to the Notes and the Guarantees, if at all, on terms at
      least as favorable to the holders of Notes as those contained in the
      documentation governing the Indebtedness being extended, refinanced,
      renewed, replaced, substituted or refunded (a "Permitted Refinancing");

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

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

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

            For purposes of determining compliance with this Section 4.09, if an
item of Indebtedness meets the criteria of more than one of the categories
described in clauses (1) through (15) above or is permitted to be incurred
pursuant to the first paragraph of this Section 4.09 and also meets the criteria
of one or more of the categories described in clauses (1) through (15) above,
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09 and may from time to time
reclassify such item of Indebtedness in any manner in which such item could be
incurred at the

                                       53
<PAGE>

time of such reclassification. Accrual of interest and the accretion of accreted
value will not be deemed to be an incurrence of Indebtedness for purposes of
this Section 4.09.

SECTION 4.10. Asset Sales.

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

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

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

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

            (3)   sales or other dispositions of accounts receivable to DNCC for
      cash in an amount at least equal to the fair market value of such accounts
      receivable;

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

            (5)   sales or other dispositions permitted under Section 4.19 of
      this Indenture (provided that the sale, lease, conveyance or other
      disposition of all or substantially all of the assets of the Company shall
      be governed by the provisions of Article 5 of this Indenture); or

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

in either case, which assets or Equity Interests: (1) have a fair market value
in excess of $100 million (as determined in good faith by the Board of Directors
evidenced by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee); or (2) are sold or otherwise disposed of
for net proceeds in excess of $100 million (each of the foregoing, an "Asset
Sale"), then:

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

                  (B)   at least 75% of the consideration therefor received by
      the Company or such Restricted Subsidiary, as the case may be, must be in
      the form of:

                                       54
<PAGE>

                        (x)   cash, Cash Equivalents or Marketable Securities;

                        (y)   any asset which is promptly (and in no event later
                  than 180 days after the date of transfer to the Company or a
                  Restricted Subsidiary) converted into cash; provided that to
                  the extent that such conversion is at a price that is less
                  than the fair market value (as determined above) of such asset
                  at the time of the Asset Sale in which such asset was
                  acquired, the Company shall be deemed to have made a
                  Restricted Payment in the amount by which such fair market
                  value exceeds the cash received upon conversion; and/or

                        (z)   properties and capital assets (including Capital
                  Stock of an entity owning such property or assets so long as
                  the receipt of such Capital Stock otherwise complies with
                  Section 4.07 (other than clause (12) of the second paragraph
                  thereof) to be used by the Company or any of its Restricted
                  Subsidiaries in a business permitted under Section 4.16 of
                  this Indenture;

provided, however, that up to $100 million of assets in addition to assets
specified in clauses (x), (y) or (z) above at any one time may be considered to
be cash for purposes of this clause (B), so long as the provisions of the next
paragraph are complied with as such non-cash assets are converted to cash. The
amount of any liabilities of the Company or any Restricted Subsidiary that are
assumed by or on behalf of the transferee in connection with an Asset Sale (and
from which the Company or such Restricted Subsidiary are unconditionally
released) shall be deemed to be cash for the purpose of this clause (B).

      The Net Proceeds from such Asset Sale shall be used only to acquire assets
used in, or stock or other ownership interests in a Person that upon the
consummation of such Asset Sale, becomes a Restricted Subsidiary and will be
engaged primarily in, a business permitted under Section 4.16 of this Indenture,
to repurchase Notes or EDBS Notes, to prepay, repay or purchase other senior
Indebtedness or, if the Company sells any of its satellites after launch such
that the Company or its Restricted Subsidiaries own fewer than three in-orbit
satellites, only to purchase a replacement satellite. Any Net Proceeds from any
Asset Sale that are not applied or invested as provided in the preceding
sentence within 365 days after such Asset Sale shall constitute "Excess
Proceeds" and shall be applied to an offer to purchase Notes and other senior
Indebtedness of the Company if and when required under Section 3.08 of this
Indenture.

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

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

            (2)   with respect to which the aggregate fair market value at the
      time of receipt of all consideration received by the Company or any
      Restricted Subsidiary in all such Asset Sales so designated does not
      exceed the amount that the Company and its Subsidiaries are permitted to
      designate as a result of the cash contributions made to the

                                       55
<PAGE>

      Company by EchoStar pursuant to any of the EDBS Notes Indentures plus, to
      the extent any such consideration did not satisfy clause (B)(x) or (B)(z)
      above, upon the exchange or repayment of such consideration for or with
      assets which satisfy either or both such clauses, an amount equal to the
      fair market value of such consideration (evidenced by a resolution of the
      Board of Directors and set forth in an Officers' Certificate delivered to
      the Trustee as set forth in clause (A) above).

            In addition, clause (B) above shall not apply to any Asset Sale:

            (x)   where assets not essential to the direct broadcast satellite
      business are contributed to a joint venture between the Company or one of
      its Restricted Subsidiaries and a third party that is not an Affiliate of
      EchoStar or any of its Subsidiaries; provided that following the sale,
      lease, conveyance or other disposition the Company or one of its Wholly
      Owned Restricted Subsidiaries owns at least 50% of the voting and equity
      interest in such joint venture;

            (y)   to the extent the consideration therefor received by the
      Company or any of its Restricted Subsidiaries would constitute
      Indebtedness or Equity Interests of a Person that is not an Affiliate of
      EchoStar, the Company or one of their respective Subsidiaries; provided
      that the acquisition of such Indebtedness or Equity Interests is permitted
      under the provisions of Section 4.07 of this Indenture; and

            (z)   where the assets sold are satellites, uplink centers or call
      centers; provided that, in the case of this clause (z), the Company and
      its Restricted Subsidiaries continue to own at least three satellites, one
      uplink center and one call center.

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

SECTION 4.11. Limitation on Transactions with Affiliates.

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

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

            (b)   if such Affiliate Transaction involves aggregate payments in
      excess of $200 million, such Affiliate Transaction has either (i) been
      approved by a majority of the disinterested members of the Board of
      Directors or (ii) if there are no disinterested members of the Board of
      Directors, the Company or such Restricted Subsidiary has obtained the
      favorable opinion of an independent expert as to the fairness of such
      Affiliate Transaction to the Company or the relevant Restricted
      Subsidiary, as the case

                                       56
<PAGE>

      may be, from a financial point of view, and the Company delivers to the
      Trustee no later than ten Business Days following a request from the
      Trustee a resolution of the Board of Directors set forth in an Officers'
      Certificate certifying that such Affiliate Transaction has been so
      approved and complies with clause (a) above;

provided, however, that

                  (i)    the payment of reasonable fees, compensation or
      employee benefit arrangements to, and any indemnity provided for the
      benefit of, directors, officers, consultants or employees of EchoStar and
      its Subsidiaries;

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

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

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

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

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

                  (vii)  any dividend, distribution, sale, conveyance or other
      disposition of any assets of, or Equity Interests in, any Non-Core Assets
      or ETC or the proceeds of a sale, conveyance or other disposition thereof,
      in accordance with the provisions of this Indenture;

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

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

                                       57
<PAGE>

                  (x)    so long as it complies with clause (a) above, the
      provision of backhaul, uplink, transmission, billing, customer service,
      programming acquisition and other ordinary course services by the Company
      or any of its Restricted Subsidiaries to Satellite Communications
      Operating Corporation and to Transponder Encryption Services Corporation
      on a basis consistent with past practice;

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

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

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

                  (xiv)  any transactions between the Company or any Restricted
      Subsidiary of the Company and any Affiliate of the Company the Equity
      Interests of which Affiliate are owned solely by the Company or one of its
      Restricted Subsidiaries, on the one hand, and by Persons who are not
      Affiliates of the Company or Restricted Subsidiaries of the Company, on
      the other hand,

shall, in each case, not be deemed Affiliate Transactions.

SECTION 4.12. Limitation on Liens.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien on any asset now owned or hereafter acquired, or on any income or
profits therefrom or assign or convey any right to receive income therefrom,
except Permitted Liens. Solely for purposes of this Section 4.12, at any time
following a Fall Away Event or during any period (a "Suspension Period") during
which specified covenants do not apply pursuant to the second paragraph of
Section 4.21, "Restricted

                                       58
<PAGE>

Subsidiaries" shall mean the Restricted Subsidiaries on the Business Day
immediately prior to the date of the Fall Away Event or the first day of the
applicable Suspension Period, as the case may be.

SECTION 4.13. Additional Subsidiary Guarantees.

            If the Company or any Guarantor transfers or causes to be
transferred, in one transaction or a series of related transactions, property or
assets (including, without limitation, businesses, divisions, real property,
assets or equipment) having a fair market value (as determined in good faith by
the Board of Directors evidenced by a resolution of the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee no later than
five Business Days following January 1 and July 1 of each year or ten days
following a request from the Trustee, which Officers' Certificate shall cover
the six months preceding January 1, July 1 or the date of request, as the case
may be) exceeding the sum of $100 million in the aggregate for all such
transfers after the Issue Date (fair market value being determined as of the
time of such acquisition) to Restricted Subsidiaries that are not Guarantors,
the Company shall, or shall cause each of such Subsidiaries to which any amount
exceeding such $100 million (less such fair market value) is transferred to:

                  (i) execute and deliver to the Trustee a supplemental
      indenture to this Indenture in form and substance reasonably satisfactory
      to the Trustee pursuant to which such Subsidiary shall unconditionally
      guarantee all of the Company's obligations under the Notes on the terms
      set forth in this Indenture; and

                  (ii) deliver to the Trustee an Opinion of Counsel reasonably
      satisfactory to the Trustee that such supplemental indenture and Guarantee
      have been duly authorized, executed and delivered by and are valid and
      binding obligations of such Subsidiary or such owner, as the case may be;

provided, however, that the foregoing provisions shall not apply to transfers of
property or assets (other than cash) by the Company or any Guarantor in exchange
for cash, Cash Equivalents or Marketable Securities in an amount equal to the
fair market value (as determined in good faith by the Board of Directors
evidenced by a resolution of the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee no later than five Business Days
following January 1 and July 1 of each year or ten days following a request from
the Trustee, which Officers' Certificate shall cover the six months preceding
January 1, July 1 or the date of request, as the case may be) of such property
or assets. In addition, if (i) the Company or any of its Restricted Subsidiaries
acquires or creates another Restricted Subsidiary or (ii) an Unrestricted
Subsidiary of the Company is redesignated as a Restricted Subsidiary or
otherwise ceases to be an Unrestricted Subsidiary, such Subsidiary shall execute
a supplemental indenture to this Indenture and deliver an opinion of counsel,
each as required in the preceding sentence; provided that no supplemental
indenture or opinion shall be required if the fair market value (as determined
in good faith by the Board of Directors and set forth in an Officers'
Certificate delivered to the Trustee no later than fifteen Business Days
following January 1 and July 1 of each year or ten days following a request from
the Trustee, which certificate shall cover the six months preceding such January
1, July 1 or the date of request, as the case may be) of all such Restricted
Subsidiaries created, acquired or designated since the Issue Date (fair market
value being

                                       59

<PAGE>

determined as of the time of creation, acquisition or designation) does not
exceed the sum of $100 million in the aggregate minus the fair market value of
the assets transferred to any Subsidiaries of the Company which do not execute
supplemental indentures pursuant to the preceding sentences; provided further
that to the extent a Restricted Subsidiary is subject to the terms of any
instrument governing Acquired Debt, as in effect at the time of acquisition
(except to the extent such Indebtedness was incurred in connection with or in
contemplation of such acquisition) which instrument or restriction prohibits
such Restricted Subsidiary from issuing a Guarantee, such Restricted Subsidiary
shall not be required to execute such a supplemental indenture until it is
permitted to issue such Guarantee pursuant to the terms of such Acquired Debt.

SECTION 4.14. Corporate Existence.

            Subject to Article 5 of this Indenture, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its existence as a corporation, and subject to Sections 4.10 and
4.19, the corporate, partnership or other existence of any Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any Restricted
Subsidiary and (ii) subject to Section 4.10 and 4.19, the rights (charter and
statutory), licenses and of the Company and its Restricted Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any Restricted Subsidiary if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

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

            Upon the occurrence of a Change of Control Event, the Company will
be required to make an offer (a "Change of Control Offer") to each Holder of
Notes to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest
thereon to the date of repurchase (the "Change of Control Payment"). Within 30
days following any Change of Control Event, the Company shall mail a notice to
each Holder stating:

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

            (b) the purchase price and the purchase date, which shall be no
earlier than 30 days nor later than 60 days after the date such notice is mailed
(the "Change of Control Payment Date");

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

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

                                       60

<PAGE>

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

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

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

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

SECTION 4.16. Limitation on Activities of the Company.

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

SECTION 4.17. Intentionally Omitted.

SECTION 4.18. Accounts Receivable Subsidiary.

            The Company:

            (a) may, and may permit any of its Subsidiaries to, notwithstanding
the provisions of Section 4.07 of this Indenture, make Investments in an
Accounts Receivable Subsidiary:

                  (i) the proceeds of which are applied within five Business
      Days of the making thereof solely to finance:

                        (A) the purchase of accounts receivable of the Company
            and its Subsidiaries; or

                        (B) payments required in connection with the termination
            of all then existing arrangements relating to the sale of accounts
            receivable or

                                       61

<PAGE>

            participation interests therein by an Accounts Receivable Subsidiary
            (provided that the Accounts Receivable Subsidiary shall receive
            cash, Cash Equivalents and accounts receivable having an aggregate
            fair market value not less than the amount of such payments in
            exchange therefor); and

                  (ii) in the form of Accounts Receivable Subsidiary Notes to
      the extent permitted by clause (b) below;

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

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

            (d) shall not, and shall not permit any of its Subsidiaries to,
enter into any guarantee, subject any of their respective properties or assets
(other than the accounts receivable sold by them to an Accounts Receivable
Subsidiary) to the satisfaction of any liability or obligation or otherwise
incur any liability or obligation (contingent or otherwise), in each case, on
behalf of an Accounts Receivable Subsidiary or in connection with any sale of
accounts receivable or participation interests therein by or to an Accounts
Receivable Subsidiary, other than obligations relating to breaches of
representations, warranties, covenants and other agreements of the Company or
any of its Subsidiaries with respect to the accounts receivable sold by the
Company or any of its Subsidiaries to an Accounts Receivable Subsidiary or with
respect to the servicing thereof; provided that neither the Company nor any of
its Subsidiaries shall at any time guarantee or be otherwise liable for the
collectibility of accounts receivable sold by them;

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

            (f) shall not permit an Accounts Receivable Subsidiary to incur any
Indebtedness other than the Accounts Receivable Subsidiary Notes, Indebtedness
owed to the

                                       62

<PAGE>

Company and Non-Recourse Indebtedness; provided that the aggregate principal
amount of all such Indebtedness of an Accounts Receivable Subsidiary shall not
exceed the book value of its total assets as determined in accordance with GAAP;

            (g) shall cause any Accounts Receivable Subsidiary to remit to the
Company or a Restricted Subsidiary of the Company on a monthly basis as a
distribution all available cash and Cash Equivalents not held in a collection
account pledged to acquirors of accounts receivable or participation interests
therein, to the extent not applied to:

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

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

                  (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

                                       63

<PAGE>

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

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

            Notwithstanding the provisions of Section 4.07 and Section 4.10 of
this Indenture, in the event that the Indebtedness to Cash Flow Ratio of the
Company would not have exceeded 6.0 to 1 on a pro forma basis after giving
effect to the sale of all of the Equity Interests in or assets of ETC owned by
the Company and its Subsidiaries, then:

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

            (2) the sale, conveyance or other disposition of the Equity
      Interests in or assets of ETC or the proceeds of a sale, conveyance or
      other disposition of such Equity Interests or assets shall not constitute
      an Asset Sale; and

            (3) upon delivery of an Officers' Certificate to the Trustee
      evidencing satisfaction of the conditions to such release and a written
      request to the Trustee requesting such release, ETC shall be discharged
      and released from its Guarantee and, so long as the Company designates ETC
      as an Unrestricted Subsidiary, ETC shall be discharged and released from
      all covenants and restrictions contained in this Indenture,

provided that no such payment, sale, conveyance or other disposition
(collectively, a "Payout") described in clauses (1) or (2) above shall be
permitted if at the time of such Payout:

            (a) after giving pro forma effect to such Payout, the Company would
not have been permitted under Section 4.07 of this Indenture to make a
Restricted Payment in an amount equal to the total (the "ETC Amount Due") of:

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

                    (x) title to the headquarters building of ETC in Inverness,
                Colorado and the tangible assets therein to the extent used by
                ETC as of the date of this Indenture; and

                    (y) patents, trademarks and copyrights applied for or
                granted as of the date of this Indenture to the extent used by
                ETC or resulting from the business of ETC, in each case, to ETC)
                made in ETC by the Company or its Restricted Subsidiaries since
                the date of this Indenture (which, in the case of Investments in
                exchange for assets, shall be valued at the fair market value of
                each such asset at the time each such Investment was made);
                minus

                                       64

<PAGE>

                  (ii) the amount of the after-tax value of all cash returns on
      such Investments paid to the Company or its Wholly Owned Restricted
      Subsidiaries (or, in the case of a non-Wholly Owned Restricted Subsidiary,
      the pro rata portion thereof attributable to the Company); minus

                  (iii) $100 million; and

            (b) any contract, agreement or understanding between ETC and the
Company or any Restricted Subsidiary of the Company and any loan or advance to
or guarantee with, or for the benefit of, ETC issued or made by the Company or
one of its Restricted Subsidiaries, is on terms that are no less favorable to
the Company or its Restricted Subsidiaries than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiaries with an unrelated Person, all as evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, within ten Business Days of a request by the Trustee certifying that
each such contract, agreement, understanding, loan, advance and guarantee has
been approved by a majority of the members of the Board of Directors.

            If at the time of such Payout, the condition set forth in clause (a)
of the proviso of the preceding sentence cannot be satisfied, ETC may seek to
have a Person other than the Company or one of its Restricted Subsidiaries pay
in cash an amount to the Company or its Restricted Subsidiaries such that after
taxes, such amount is greater than or equal to the ETC Amount Due or the portion
of the ETC Amount Due which would not have been permitted to be made as a
Restricted Payment by the Company; provided that such payment shall be treated
for purposes of this Section 4.19 as a cash return on the Investments made in
ETC; and provided further that for all purposes under this Indenture, such
payment shall not be included in any calculation under clauses (iii)(A) through
(iii)(E) of the first paragraph of Section 4.07 of this Indenture. To the extent
that the ETC Amount Due or any portion thereof would have been permitted to be
made as a Restricted Payment by the Company and was not paid by another Person
as permitted by the preceding sentence, the Company shall be deemed to have made
a Restricted Payment in the amount of such ETC Amount Due or portion thereof, as
the case may be.

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

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

            (2) the sale, conveyance or other disposition of the Equity
      Interests in or assets of any Non-Core Asset or the proceeds of a sale,
      conveyance or other disposition of such Equity Interests or assets shall
      not constitute an Asset Sale; and

                                       65

<PAGE>

            (3) upon delivery of an Officers' Certificate to the Trustee
      evidencing satisfaction of the conditions to such release and a written
      request to the Trustee requesting such a release, any such Non-Core Asset
      that is a Guarantor shall be discharged and released from its Guarantee
      and, so long as the Company designates such Non-Core Asset as an
      Unrestricted Subsidiary, such Non-Core Asset shall be released from all
      covenants and restrictions contained in this Indenture;

provided that no Payout of any Non-Core Asset shall be permitted such as
described in clauses (1) and (2) above if at the time of such Payout:

            (a) after giving pro forma effect to such Payout, the Company would
not have been permitted under Section 4.07 of this Indenture to make a
Restricted Payment in an amount equal to the total (the "Non-Core Asset Amount
Due") of:

                  (i) the amount of all Investments made in such Non-Core Asset
      by the Company or its Restricted Subsidiaries since the Issue Date (which,
      in the case of Investments in exchange for assets, shall be valued at the
      fair market value of each such asset at the time each such Investment was
      made); minus

                  (ii) the amount of the after-tax value of all cash returns on
      such Investments paid to the Company or its Wholly Owned Restricted
      Subsidiaries (or, in the case of a non-Wholly Owned Restricted Subsidiary,
      the pro rata portion thereof attributable to the Company); minus

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

            (b) any contract, agreement or understanding between or relating to
a Non-Core Asset and the Company or a Restricted Subsidiary of the Company and
any loan or advance to or guarantee with, or for the benefit of, a Restricted
Subsidiary which is a Non-Core Asset issued or made by the Company or one of its
Restricted Subsidiaries, is on terms that are less favorable to the Company or
its Restricted Subsidiaries than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiaries with an
unrelated Person, all as evidenced by a resolution of the Board of Directors as
set forth in an Officers' Certificate delivered to the Trustee, within ten
Business Days of a request by the same, certifying that each such contract,
agreement, understanding, loan, advance and guarantee has been approved by a
majority of the Board of Directors.

            If at the time of such Payout, the condition set forth in clause (a)
of the proviso of the preceding sentence cannot be satisfied, such Restricted
Subsidiary which is a Non-Core Asset may seek to have a Person other than the
Company or one of its Restricted Subsidiaries pay in cash an amount to the
Company such that, after taxes, such amount is greater than or equal to the
Non-Core Asset Amount Due or the portion of the Non-Core Asset Amount Due which
would not have been permitted to be made as a Restricted Payment by the Company;
provided that such payment shall be treated for purposes of this Section 4.19 as
a cash return on the Investments made in a Non-Core Asset and provided further
that for all purposes under this Indenture, such payment shall not be included
in any calculation under clauses (iii)(A) through (iii)(E) of the first

                                       66

<PAGE>

paragraph of Section 4.07 of this Indenture. To the extent that the Non-Core
Asset Amount Due or any portion thereof would have been permitted to be made as
a Restricted Payment by the Company and was not paid by another Person as
permitted by the preceding sentence, the Company shall be deemed to have made a
Restricted Payment in the amount of such Non-Core Asset Amount Due or portion
thereof, as the case may be.

            Promptly after any Payout pursuant to the terms of this Section
4.19, within ten Business Days of a request by the Trustee, the Company shall
deliver an Officers' Certificate to the Trustee setting forth the Investments
made by the Company or its Restricted Subsidiaries in ETC or a Non-Core Asset,
as the case may be, and certifying that the requirements of this Section 4.19
have been satisfied in connection with the making of such Payout.

            Notwithstanding anything contained in this Section 4.19 to the
contrary, any disposition of ETC or Non-Core Assets permitted pursuant to the
EDBS Notes Indentures shall also be permitted pursuant to this Indenture and
shall not be considered a "Restricted Payment" or "Asset Sale" for purposes of
this Indenture.

SECTION 4.20. Payments For Consent.

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

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

            If, on any date following the Issue Date, the Notes receive an
Investment Grade rating from both Rating Agencies and no Default or Event of
Default has occurred and is continuing (a "Fall Away Event") then, beginning on
that date and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes, the provisions of the Indenture contained in
Sections 3.08, 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.16, 4.18 and 4.19 and
clause (d) under Section 5.01 (collectively, the "Fall Away Covenants") will no
longer be applicable to the Notes.

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

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

                                       67

<PAGE>

                                    ARTICLE 5

                                   SUCCESSORS

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

            The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving entity), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, another Person unless:

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

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

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

            (d) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been made

                  (i) will have Consolidated Net Worth immediately after the
      transaction (but prior to any purchase accounting adjustments or accrual
      of deferred tax liabilities resulting from the transaction) not less than
      the Consolidated Net Worth of the Company immediately preceding the
      transaction; and

                  (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

                                       68

<PAGE>

            (c) immediately after giving effect to such merger (determined on a
pro forma basis), the Company's Indebtedness to Cash Flow Ratio either (i) does
not exceed 8.0:1 or (ii) does not exceed the Company's Indebtedness to Cash Flow
Ratio immediately prior to such merger.

SECTION 5.02. Successor Corporation Substituted.

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

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

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

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

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

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

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

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

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

                                       69

<PAGE>

Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default, aggregates $200 million or more;

            (g) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company 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 $200 million or more; provided that any acceleration
(other than an acceleration which is the result of a Payment Default under
clause (f) above) of Indebtedness under the outstanding Deferred Payments in
aggregate principal amount not to exceed $200 million shall be deemed not to
constitute an acceleration pursuant to this clause (g);

            (h) failure by the Company or any of its Restricted Subsidiaries to
pay final judgments (other than any judgment as to which a reputable insurance
company has accepted full liability) aggregating in excess of $200 million,
which judgments are not stayed within 60 days after their entry;

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

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

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

SECTION 6.02. Acceleration.

            If an Event of Default (other than an Event of Default specified in
clause (i) or (j) of Section 6.01 with respect to the Company or any Guarantor)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in aggregate principal amount of the then outstanding Notes by
written notice to the Company and the Trustee, may declare all the Notes to be
due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default specified in clause (i) or (j) of Section 6.01 with respect to
the Company or any

                                       70

<PAGE>

Guarantor, all outstanding Notes shall become and be immediately due and payable
without further action or notice. Holders of the Notes may not enforce this
Indenture or the Notes except as provided in this Indenture. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in such
Holders' interest. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

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

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

SECTION 6.03. Other Remedies.

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

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

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 interest or premium on, or principal of, the Notes.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

            Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy

                                       71

<PAGE>

available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with the
law or this Indenture that the Trustee determines may be unduly prejudicial to
the rights of other Holders of Notes or that may involve the Trustee in personal
liability.

SECTION 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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

                                       72

<PAGE>

SECTION 6.09. Trustee May File Proofs of Claim.

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

SECTION 6.10. Priorities.

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

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

            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.

                                       73

<PAGE>

SECTION 6.11. Undertaking for Costs.

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

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

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

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

            (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

                                       74

<PAGE>

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

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

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

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

SECTION 7.02. Rights of Trustee.

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

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

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

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

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

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

                                       75

<PAGE>

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

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

SECTION 7.03. Individual Rights of Trustee.

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

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

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

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

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

                                       76

<PAGE>

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

SECTION 7.08. Replacement of Trustee.

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

                                       77

<PAGE>

            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 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.

                                       78

<PAGE>

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 (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

                                       79

<PAGE>

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 3.08, 4.03, 4.04, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19 and 5.01 with respect
to the outstanding Notes on and after the date the conditions set forth below
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for GAAP). For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(c), but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.03, Sections 6.01(c) through 6.01(h) and Section
6.01(k) shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance.

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

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

                                       80

<PAGE>

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

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

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

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

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

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

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

            Subject to Section 8.06, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any

                                       81

<PAGE>

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

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

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

SECTION 8.06. Repayment to Company.

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

                                       82

<PAGE>

                                   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 and
the Guarantees without the consent of any Holder of a Note:

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

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

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

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

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

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

SECTION 9.02. With Consent of Holders of Notes.

            The Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes or the Guarantees or any amended or supplemental
indenture with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Notes), and
any existing Default and its consequences or compliance with any provision of
this Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).
Notwithstanding the foregoing, (a) Sections 3.08, 4.10 and 4.15 of this
Indenture (including, in each case, the related definitions) may not be amended
or waived without the written consent of at least 66 2/3% in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender

                                       83

<PAGE>

offer or exchange offer for the Notes) and (b) without the consent of each
Holder affected, an amendment or waiver may not (with respect to any Notes held
by a non-consenting Holder of Notes):

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

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

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

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

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

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

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

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

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

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

            After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority

                                       84

<PAGE>

in aggregate principal amount of the Notes then outstanding may waive compliance
in a particular instance by the Company with any provision of this Indenture or
the Notes.

SECTION 9.03. Compliance with Trust Indenture Act.

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

SECTION 9.04. Revocation and Effect of Consents.

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

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

SECTION 9.05. Notation on or Exchange of Notes.

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

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

SECTION 9.06. Trustee To Sign Amendments, Etc.

            The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
Neither the Company nor any Guarantor may sign any amended or supplemental
indenture until its board of directors approves it.

                                       85

<PAGE>

                                   ARTICLE 10

                                   GUARANTEES

SECTION 10.01. Guarantee.

            Each of the Guarantors, jointly and severally, hereby
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
Obligations of the Company hereunder or thereunder, that:

            (a) the principal of and interest on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and

            (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, each of the Guarantors, jointly and severally, will be obligated to pay
the same immediately.

            Each of the Guarantors, jointly and severally, hereby agrees that
its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

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

            Each of the Guarantors, jointly and severally, agrees that it shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby. Each of the Guarantors, jointly
and severally, further agrees that, as between such

                                       86

<PAGE>

Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of this Guarantee. Notwithstanding the foregoing, in
the event that any Guarantee would constitute or result in a violation of any
applicable fraudulent conveyance or similar law of any relevant jurisdiction,
the liability of the applicable Guarantor under its Guarantee shall be reduced
to the maximum amount permissible under such fraudulent conveyance or similar
law.

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

            Nothing in this Section 10.01 shall apply to claims of, or payments
to, the Trustee under or pursuant to the provisions of Section 7.07. Nothing
contained in this Section 10.01 or elsewhere in this Indenture, the Notes or the
Guarantees shall impair, as between any Guarantor and the Holder of any Note,
the obligation of such Guarantor, which is unconditional and absolute, to pay to
the Holder thereof the principal of, premium, if any, and interest on the Notes
in accordance with their terms and the terms of the Guarantee and this
Indenture, nor shall anything herein or therein prevent the Trustee or the
Holder of any Note from exercising all remedies otherwise permitted by
applicable law or hereunder or thereunder upon the occurrence of an Event of
Default.

SECTION 10.02. Execution and Delivery of Guarantees.

            To evidence its Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form of
Exhibit B shall be endorsed by an officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents and attested to by an Officer. Each of the Guarantors, jointly and
severally, hereby agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. If an officer or Officer whose signature is
on this Indenture or on the Guarantee of a Guarantor no longer holds that office
at the time the Trustee authenticates the Note on which the Guarantee of such
Guarantor is endorsed, the Guarantee of such Guarantor shall be valid
nevertheless. The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees set forth in
this Indenture on behalf of the Guarantors.

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

            Subject to Section 10.05, a Guarantor may not, and the Company will
not cause or permit any Guarantor to, consolidate or merge with or into (whether
or not such Guarantor is the surviving entity), or sell, assign, transfer,
lease, convey or otherwise dispose of all or

                                       87

<PAGE>

substantially all of its properties or assets in one or more related
transactions to, another Person other than the Company or another Guarantor
unless:

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

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

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

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

SECTION 10.04. Successor Corporation Substituted.

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

SECTION 10.05. Releases from Guarantees.

            If pursuant to any direct or indirect sale of assets (including, if
applicable, all of the capital stock of any Guarantor) or other disposition by
way of merger, consolidation or otherwise the assets sold include all or
substantially all of the assets of any Guarantor or all of

                                       88
<PAGE>

the capital stock of any such Guarantor, then such Guarantor or the Person
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such a Guarantor) shall be released and
relieved of its obligations under its Guarantee or Section 10.03 and Section
10.04, as the case may be; provided that in the event of an Asset Sale, the Net
Proceeds from such sale or other disposition are applied in accordance with the
provisions of Section 4.10. In addition, a Guarantor shall be released and
relieved of its obligations under its Guarantee or Section 10.03 and Section
10.04, as the case may be (1) if such Guarantor is dissolved or liquidated in
accordance with the provisions of this Indenture; (2) if the Company designates
any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of
this Indenture; or (3) without limiting the generality of the foregoing, in the
case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale
or other disposition of any Equity Interest of ETC or such Guarantor which
constitutes a Non-Core Asset, respectively. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.10 or 4.20
if applicable, the Trustee shall execute any documents reasonably required in
order to evidence the release of any such Guarantor from its obligations under
its Guarantee. Any such Guarantor not released from its obligations under its
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of such Guarantor under this
Indenture as provided in this Article 10.

                                   ARTICLE 11

                                  MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

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

SECTION 11.02. Notices.

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

            If to the Company or any Guarantor:

                  EchoStar DBS Corporation
                  9601 S. Meridian Drive
                  Englewood, Colorado 80112
                  Telecopier No.: (303) 723-1699
                  Attention: David K. Moskowitz, Esq.

                                       89
<PAGE>

            With a copy to:

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

            If to the Trustee:

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

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

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

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

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

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

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

            Holders of the Notes may communicate pursuant to TIA Section 312(b)
with other Holders of Notes with respect to their rights under this Indenture or
the Notes. The 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:

                                       90
<PAGE>

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

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

SECTION 11.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

SECTION 11.06. Rules by Trustee and Agents.

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

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

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

                                       91
<PAGE>

SECTION 11.08. Governing Law.

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

SECTION 11.09. No Adverse Interpretation of Other Agreements.

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

SECTION 11.10. Successors.

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

SECTION 11.11. Severability.

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

SECTION 11.12. Counterpart Originals.

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

SECTION 11.13. Table of Contents, Headings, Etc.

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

                         [Signatures on following page]

                                       92
<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: /s/ David K. Moskowitz
                                         ----------------------
                                         Name: David K. Moskowitz
                                         Title: Executive Vice President,
                                                General Counsel and Secretary

                                     U.S. BANK NATIONAL ASSOCIATION, as Trustee

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

                                     ECHOSTAR SATELLITE L.L.C.
                                     ECHOSTAR SATELLITE OPERATING CORPORATION
                                     ECHOSTAR TECHNOLOGIES CORPORATION
                                     ECHO ACCEPTANCE CORPORATION
                                     ECHOSPHERE L.L.C.
                                     DISH NETWORK SERVICE L.L.C.
                                     ECHOSTAR INTERNATIONAL CORPORATION
                                     as Guarantors

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

                                      S-1
<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                           6 5/8% Senior Note due 2014

Cert. No.
CUSIP No. [ ]

EchoStar DBS Corporation promises to pay to __________________ or its registered
assigns the principal sum of _____________________ Dollars on October 1, 2014

Interest Payment Dates: April 1 and October 1, commencing April 1, 2005

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

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

Dated:

                                     ECHOSTAR DBS CORPORATION

                                     By: ______________________________________
                                         Title:

                                     By: ______________________________________
                                         Title:

(SEAL)

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

U.S. Bank National Association, as Trustee

By: _________________________________
    Authorized Signatory

Dated:

                                      A-1
<PAGE>

                                 (Back of Note)

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

            (1) Interest. EchoStar DBS Corporation, a Colorado corporation (the
"Company") promises to pay interest on the principal amount of this Note at the
rate and in the manner specified below. Interest on this Note will accrue at the
rate of 6 5/8% per annum, payable semi-annually in arrears in cash on April 1
and October 1 of each year, commencing April 1, 2005, or if any such day is not
a Business Day on the next succeeding Business Day, (each an "Interest Payment
Date") to the Holder of record of this Note at the close of business on the
immediately preceding March 15 and September 15, whether or not a Business Day.
Interest on this Note will be computed on the basis of a 360-day year consisting
of twelve 30-day months. Interest on this Note shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance. To the extent lawful, the Company shall pay interest on
overdue principal at the rate of the then applicable interest rate on this Note;
it shall pay interest on overdue installments of interest (without regard to any
applicable grace periods) at the same rate to the extent lawful. In addition,
Holders of Notes may be entitled to the benefits of certain provisions of the
Registration Rights Agreement.

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

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

            (4) Indenture. The Company issued the Notes under an Indenture,
dated as of October 1, 2004 (the "Indenture"), among the Company, the Guarantors
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date
of the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and such act for a statement of such terms. The
terms of the Indenture shall govern any inconsistencies between the Indenture
and the Notes. The Notes are unsecured obligations of the Company.

                                      A-2
<PAGE>

            (5) Optional Redemption. Except as provided below, the Notes are not
redeemable at the option of the Company prior to October 1, 2014.

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

            Notwithstanding the foregoing, at any time prior to October 1, 2007,
the Company may redeem up to 35% of the aggregate principal amount of the Notes
outstanding at a redemption price equal to 106.625% of the principal amount
thereof on the redemption date, together with accrued and unpaid interest to
such redemption date, with the net cash proceeds of any capital contributions or
one or more public or private sales (including sales to EchoStar, regardless of
whether EchoStar obtained such funds from an offering of Equity Interests or
Indebtedness of EchoStar or otherwise) of Equity Interests (other than
Disqualified Stock) of the Company (other than proceeds from a sale to any
Subsidiary of the Company or any employee benefit plan in which the Company or
any of its Subsidiaries participates); provided that: (a) at least 65% in
aggregate of the originally issued principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption; and (b) the
sale of such Equity Interests is made in compliance with the terms of the
Indenture.

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

            When the cumulative amount of Excess Proceeds that have not been
applied in accordance with Section 4.10 (Asset Sales) or Section 3.08 (Offer to
Purchase By Application of Excess Proceeds) of the Indenture, exceeds $100.0
million, the Company will be required to offer to purchase the maximum principal
amount of Notes that may be purchased out of such Excess Proceeds at an offer
price in cash equal to 101% of the principal amount thereof, together with
accrued and unpaid interest thereon to the date of purchase. To the extent the
Company or a Restricted Subsidiary is required under the terms of Indebtedness
of the Company or such Restricted Subsidiary which is ranked equally with the
Notes to make an offer to purchase such other Indebtedness with any proceeds
which constitute Excess Proceeds under the Indenture, the Company shall make a
pro rata offer to the holders of all other pari passu Indebtedness (including
the Notes) with such proceeds. To the extent that the principal amount of Notes
and other pari passu Indebtedness surrendered by holders thereof exceeds the
amount of such Excess Proceeds, the Trustee shall select the Notes and other
pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes
that are subject to an offer to purchase will receive an Excess Proceeds Offer
from the Company prior to any related Purchase Payment Date and may elect to

                                      A-3
<PAGE>

have such Notes purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below.

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

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

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

            (10) Amendments, Supplement and Waivers. Subject to certain
exceptions, the Indenture or Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes), and any existing default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes). Notwithstanding the foregoing, (a) Sections 3.08 (Offer to
Purchase by Application of Excess Proceeds), 4.10 (Asset Sales) and 4.15 (Offer
to Repurchase Upon Change in Control) of the Indenture (including, in each case,
the related definitions) may not be amended or waived without the written
consent of at least 66 2/3% in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for the Notes) and (b) without the consent of each Holder affected, an amendment
or waiver may not (with respect to any Notes held by a non-consenting Holder of
Notes) reduce the principal amount of Notes whose Holders must consent 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

                                      A-4
<PAGE>

acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration); make any Note payable in money
other than that stated in the Notes; make any change in the provisions of the
Indenture relating to waivers of past Defaults or the rights of Holders of Notes
to receive payments of principal of or interest on the Notes; waive a redemption
payment or mandatory redemption with respect to any Note; or make any change in
the foregoing amendment and waiver provisions. Notwithstanding the foregoing,
without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency; to
provide for uncertificated Notes or Guarantees in addition to or in place of
certificated Notes or Guarantees; to provide for the assumption of the Company's
or any Guarantor's obligations to the Holders of the Notes in case of a merger
or consolidation; to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder; or to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act.

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

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

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

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

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

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

            (f) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company 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 $200 million or more;

                                      A-5
<PAGE>

            (g) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company and any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries), which default results in the acceleration
      of such Indebtedness prior to its express maturity and the principal
      amount of any such Indebtedness, together with the principal amount of any
      other such Indebtedness under which there has been a Payment Default or
      the maturity of which has been so accelerated, aggregates $200 million or
      more; provided that any acceleration (other than an acceleration which is
      the result of a Payment Default under clause (f) above) of Indebtedness
      under the outstanding Deferred Payments in aggregate principal amount not
      to exceed $200 million shall be deemed not to constitute an acceleration
      pursuant to this clause (g);

            (h) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments (other than any judgment as to which a reputable
      insurance company has accepted full liability) aggregating in excess of
      $200 million, which judgments are not stayed within 60 days after their
      entry;

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

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

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

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

                                      A-6
<PAGE>

Indenture. Subject to certain limitations, holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in such holders' interest.

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

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

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

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

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

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

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

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

                                      A-7
<PAGE>

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

                                      A-8
<PAGE>

            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
            9601 S. Meridian Drive
            Englewood, Colorado 80112
            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 3.08 or Section 4.15 of the Indenture check
the appropriate box:

            [  ]  Section 3.08                     [  ] Section 4.15

            If you want to have only part of the Note purchased by the Company
pursuant to Section 3.08 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

$

Date:_____________

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

Signature Guarantee.

                                      A-11
<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
                          AMOUNT OF                             OF THIS GLOBAL NOTE      SIGNATURE OF
                         DECREASE IN       AMOUNT OF INCREASE      FOLLOWING SUCH     AUTHORIZED OFFICER
                     PRINCIPAL AMOUNT OF    PRINCIPAL AMOUNT        DECREASE (OR         OF TRUSTEE OR
DATE OF EXCHANGE       THIS GLOBAL NOTE    OF THE GLOBAL NOTE        INCREASE)          NOTE CUSTODIAN
----------------     -------------------   ------------------   -------------------   ------------------
<S>                  <C>                   <C>                  <C>                   <C>
</TABLE>

                                      A-12
<PAGE>

                                                                       EXHIBIT B

                                FORM OF GUARANTEE

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

            No stockholder, officer, director or incorporator, as such, past,
present or future, of [name of Guarantor] shall have any personal liability
under this Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator. This Guarantee shall be binding upon [name of
Guarantor] and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

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

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

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

                                     [NAME OF GUARANTOR]

                                     By: _____________________________________
                                         Name:
                                         Title:

                                      B-1
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER

EchoStar DBS Corporation
9601 S. Meridian Drive
Englewood, Colorado 80112

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

            Re: 6 5/8% Senior Notes due 2014

            Reference is hereby made to the Indenture, dated as of October 1,
2004 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

2.    [ ]   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
            IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
            REGULATION S. The Transfer is being effected

                                      C-1
<PAGE>

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

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

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

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

                        or

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

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

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

                                      C-2
<PAGE>

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

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

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

                                      C-3
<PAGE>

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

                                     _______________________________________
                                     [Insert Name of Transferor]

                                     By:___________________________________
                                        Name:
                                        Title:

Dated:_________________

                                      C-4
<PAGE>

            ANNEX A TO CERTIFICATE OF TRANSFER

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

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

      (a)   [ ]   a beneficial interest in the:

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

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

      (b)   [ ]   a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

      (a)   [ ]   a beneficial interest in the:

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

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

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

      (b)   [ ]   a Restricted Definitive Note; or

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

                                      C-5
<PAGE>

                                                                       EXHIBIT D

                         FORM OF CERTIFICATE OF EXCHANGE

EchoStar DBS Corporation
9601 S. Meridian Drive
Englewood, Colorado 80112

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

                        Re: 6 5/8% Senior Notes due 2014

                               (CUSIP ___________)

            Reference is hereby made to the Indenture, dated as of October 1,
2004 (the "Indenture"), among EchoStar DBS Corporation, as issuer (the
"Company"), the Guarantors named therein and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

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

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

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

                                      D-1
<PAGE>

for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

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

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

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

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

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

                                      D-2
<PAGE>

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

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

                                     ____________________________________
                                     [Insert Name of Transferor]

                                     By: ________________________________
                                         Name:
                                         Title:

Dated:_________________

                                      D-3