Exhibit 4.1


 


DISH DBS
CORPORATION


 


7.375%
Senior Notes due 2028


 


INDENTURE


 


Dated
as of July 1, 2020


 


U.S.
Bank National Association


 


TRUSTEE


 






     


     


    

 


CROSS-REFERENCE TABLE


 


	
        TIA

        Section
	
        Indenture

        Section

	 	 
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N/A
	 	(a)(4)	N/A
	 	(a)(5)	7.10
	 	(b)	7.10
	 	(c)	N/A
	311	(a)	7.11
	 	(b)	7.11
	 	(c)	N/A
	312	(a)	2.05
	 	(b)	11.03
	 	(c)	11.03
	313	(a)	7.06
	 	(b)(1)	7.06
	 	(b)(2)	7.06
	 	(c)	7.06; 11.02
	 	(d)	7.06
	314	(a)	4.03
	 	(a)(4)	4.04
	 	(b)	N/A
	 	(c)(1)	11.04
	 	(c)(2)	11.04
	 	(c)(3)	N/A
	 	(d)	N/A
	 	(e)	11.05
	 	(f)	N/A
	315	(a)	7.01(b)
	 	(b)	7.05; 11.02
	 	(c)	7.01(a)
	 	(d)	7.01(c)
	 	(e)	6.11
	316	(a) (last sentence)	2.09
	 	(a)(1)(A)	6.05
	 	(a)(1)(B)	6.04
	 	(a)(2)	N/A
	 	(b)	6.07
	 	(c)	2.13
	317	(a)(1)	6.08
	 	(a)(2)	6.09
	 	(b)	2.04
	318	(a)	11.01
	 	(c)	11.01


 





		 	 



N/A means Not Applicable.


 


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


 






     


     


    

 


Table
of Contents


 








	 
	Page
	 
	ARTICLE 1
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	SECTION 1.01.  	Definitions.	1
	 
	SECTION 1.02.  	Other Definitions.	19
	 
	SECTION 1.03. 	Incorporation by Reference of Trust Indenture Act.	19
	 
	SECTION 1.04.  	Rules of Construction.	20
	 
	ARTICLE 2
	 
	THE NOTES
	 
	SECTION 2.01. 	Form and Dating.	20
	 
	SECTION 2.02.  	Form of Execution and
    Authentication.	22
	 
	SECTION 2.03. 	Registrar and Paying Agent.	23
	 
	SECTION 2.04.  	Paying Agent to Hold Money in Trust.	24
	 
	SECTION 2.05.  	Lists of Holders of the Notes.	24
	 
	SECTION 2.06.  	Transfer and Exchange.	24
	 
	SECTION 2.07. 	Replacement Notes.	36
	 
	SECTION 2.08.  	Outstanding Notes.	36
	 
	SECTION 2.09.  	Treasury Notes.	36
	 
	SECTION 2.10.  	Temporary Notes.	37
	 
	SECTION 2.11.  	Cancellation.	37
	 
	SECTION 2.12.  	Defaulted Interest.	37
	 
	SECTION 2.13.    	Record Date.	37
	 
	SECTION 2.14. 	CUSIP Number.	37
	 
	ARTICLE 3
	 
	REDEMPTION
	 
	SECTION 3.01.  	Notices to Trustee.	38
	 
	SECTION 3.02.   	Selection of Notes to Be Redeemed.	38
	 
	SECTION 3.03.   	Notice of Redemption.	38
	 
	SECTION 3.04.   	Effect of Notice of Redemption.	39




 






     


     


    

 


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	SECTION 3.05.   	Deposit of Redemption Price.	39
	 
	SECTION 3.06.    	Notes Redeemed in Part.	40
	 
	SECTION 3.07.  	Optional Redemption.	40
	 
	SECTION 3.08.     	Offer to Purchase by Application of Excess Proceeds.	42
	 
	ARTICLE 4
	 
	COVENANTS
	 
	SECTION 4.01. 	Payment of Notes.	44
	 
	SECTION 4.02.    	Maintenance of Office or Agency.	45
	 
	SECTION 4.03.   	Reports.	45
	 
	SECTION 4.04. 	Compliance Certificate.	45
	 
	SECTION 4.05.  	Taxes.	46
	 
	SECTION 4.06.  	Stay, Extension and Usury Laws.	46
	 
	SECTION 4.07.  	Limitation on Restricted Payments.	46
	 
	SECTION 4.08.  	Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries.	52
	 
	SECTION 4.09.  	Limitation on Incurrence of Indebtedness.	53
	 
	SECTION 4.10.  	Asset Sales.	55
	 
	SECTION 4.11. 	Limitation on Transactions with Affiliates.	58
	 
	SECTION 4.12.  	Limitation on Liens.	60
	 
	SECTION 4.13.  	Additional Subsidiary Guarantees.	61
	 
	SECTION 4.14.  	Corporate Existence.	62
	 
	SECTION 4.15.   	Offer to Purchase Upon Change of Control Event.	62
	 
	SECTION 4.16.   	Limitation on Activities of the Company.	63
	 
	SECTION 4.17.  	Intentionally Omitted.	63
	 
	SECTION 4.18.  	Accounts Receivable Subsidiary.	63
	 
	SECTION 4.19.  	Dispositions of DTLLC and Non-Core Assets.	65
	 
	SECTION 4.20.    	Payments for Consent.	69
	 
	SECTION 4.21.   	Termination or Suspension of Certain Covenants Under Certain Conditions.	69




 






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	ARTICLE 5
	 
	SUCCESSORS
	 
	SECTION 5.01.  	Merger, Consolidation, or Sale of Assets of the Company.	70
	 
	SECTION 5.02. 	Successor Corporation Substituted.	71
	 
	ARTICLE 6
	 
	DEFAULTS AND REMEDIES
	 
	SECTION 6.01.  	Events of Default.	71
	 
	SECTION 6.02.  	Acceleration.	73
	 
	SECTION 6.03. 	Other Remedies.	73
	 
	SECTION 6.04.    	Waiver of Past Defaults.	73
	 
	SECTION 6.05.   	Control by Majority.	74
	 
	SECTION 6.06.  	Limitation on Suits.	74
	 
	SECTION 6.07.  	Rights of Holders of Notes to Receive Payment.	74
	 
	SECTION 6.08.  	Collection Suit by Trustee.	74
	 
	SECTION 6.09.  	Trustee May File Proofs of
    Claim.	75
	 
	SECTION 6.10.    	Priorities.	75
	 
	SECTION 6.11.    	Undertaking for Costs.	76
	 
	ARTICLE 7
	 
	TRUSTEE
	 
	SECTION 7.01.  	Duties of Trustee.	76
	 
	SECTION 7.02.    	Rights of Trustee.	77
	 
	SECTION 7.03.     	Individual Rights of Trustee.	78
	 
	SECTION 7.04.   	Trustee’s Disclaimer.	78
	 
	SECTION 7.05.   	Notice of Defaults.	79
	 
	SECTION 7.06.   	Reports by Trustee to Holders of the Notes.	79
	 
	SECTION 7.07.  	Compensation and Indemnity.	79
	 
	SECTION 7.08.   	Replacement of Trustee.	80
	 
	SECTION 7.09.   	Successor Trustee by Merger, Etc.	81




 






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	SECTION 7.10.  	Eligibility; Disqualification.	81
	 
	SECTION 7.11.   	Preferential Collection of Claims Against Company.	81
	 
	ARTICLE 8
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	SECTION 8.01.  	Option to Effect Legal Defeasance or Covenant Defeasance.	82
	 
	SECTION 8.02.  	Legal Defeasance and Discharge.	82
	 
	SECTION 8.03.   	Covenant Defeasance.	82
	 
	SECTION 8.04.  	Conditions to Legal or Covenant Defeasance.	83
	 
	SECTION 8.05.   	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	84
	 
	SECTION 8.06.  	Repayment to Company.	85
	 
	SECTION 8.07.   	Reinstatement.	85
	 
	ARTICLE 9
	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 
	SECTION 9.01.   	Without Consent of Holders of Notes.	85
	 
	SECTION 9.02.  	With Consent of Holders of Notes.	86
	 
	SECTION 9.03.  	Compliance with Trust Indenture Act.	87
	 
	SECTION 9.04.  	Revocation and Effect of Consents.	87
	 
	SECTION 9.05.  	Notation on or Exchange of Notes.	88
	 
	SECTION 9.06.   	Trustee to Sign Amendments, Etc.	88




 


	ARTICLE 10
	 
	GUARANTEES
	 
	SECTION 10.01.  	Guarantee.	88
	 
	SECTION 10.02.  	Execution and Delivery of Guarantees.	90
	 
	SECTION 10.03. 	Merger, Consolidation or Sale of Assets of Guarantors.	90
	 
	SECTION 10.04.   	Successor Corporation Substituted.	91
	 
	SECTION 10.05.  	Releases from Guarantees.	91



 






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	ARTICLE 11
	 
	MISCELLANEOUS
	 
	SECTION 11.01.   	Trust Indenture Act Controls.	92
	 
	SECTION 11.02.   	Notices.	92
	 
	SECTION 11.03. 	Communication by Holders of Notes with Other Holders of Notes.	93
	 
	SECTION 11.04.  	Certificate and Opinion as to Conditions Precedent.	93
	 
	SECTION 11.05.  	Statements Required in Certificate or Opinion.	94
	 
	SECTION 11.06.  	Rules by Trustee and
    Agents.	94
	 
	SECTION 11.07. 	No Personal Liability of Directors, Officers, Employees,Incorporators and Stockholders.	94
	 
	SECTION 11.08.  	Governing Law.	94
	 
	SECTION 11.09.  	No Adverse Interpretation of Other Agreements.	95
	 
	SECTION 11.10.  	Successors.	95
	 
	SECTION 11.11.  	Severability.	95
	 
	SECTION 11.12.  	Counterpart Originals and Electronic Execution.	95
	 
	SECTION 11.13.   	Table of Contents, Headings, Etc.	96
	 
	SECTION 11.14. 	U.S.A. Patriot Act.	96
	 
	SECTION 11.15.   	Force Majeure.	96




 






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




 






    vi


     


    

 






 


INDENTURE,
dated as of July 1, 2020, among DISH DBS Corporation, a Colorado corporation (the “Company”), 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 7.375% Senior Notes due 2028.


 


RECITALS


 


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


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.01.            Definitions.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


“2016 DDBS Notes”
means the $2,000,000,000 aggregate principal issue amount of 7.875% Senior Notes due 2024 issued by the Company.


 


“2016 DDBS Notes
Indenture” means the indenture dated as of June 13, 2016 relating to the 7.875% Senior Notes due 2024 between the
Company and U.S. Bank National Association, as trustee, as the same may be amended, modified or supplemented from time to time.


 


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


 


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


 


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


 


“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.


 






    2 


     


    

 


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


 


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


 


“Agent”
means any Registrar, Paying Agent or co-registrar.


 


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


 


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


 


“Board of Directors”
means the Board of Directors of the Company.


 


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


 


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


 


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


 






    3 


     


    

 


“Cash Equivalents”
means: (a) United States dollars; (b) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not more than two years from the date of acquisition;
(c) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus in excess of $500 million; (d) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clauses (b) and (c) entered into with any financial institution meeting
the qualifications specified in clause (c) above; (e) commercial paper rated P-2, A-2 or better or the equivalent thereof
by Moody’s or S&P, respectively, and in each case maturing within twelve months after the date of acquisition; and (f) money
market funds offered by any domestic commercial or investment bank having capital and surplus in excess of $500 million at least
95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.


 


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


 


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


 


“Communications
Act” means the Communications Act of 1934, as amended.


 


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


 


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


 






    4 


     


    

 


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


 


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


 


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


 


“Continuing
Director” means, as of any date of determination, any member of the Board of Directors of DISH Network Corporation who:
(a) was a member of such Board of Directors on the date of this Indenture; or (b) was nominated for election or elected
to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board at
the time of such nomination or election or was nominated for election or elected by the Principal and his Related Parties.


 


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


 






    5 


     


    

 


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


 


“DBS”
means direct broadcast satellite.


 


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


 


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


 


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


 


“Deferred Payments”
means Indebtedness owed to satellite construction or launch contractors incurred after the date of this Indenture in connection
with the construction or launch of one or more satellites of the Company or its Restricted Subsidiaries used by the Company and/or
them in the businesses described in Section 4.16 of this Indenture in an aggregate principal amount not to exceed $400 million
at any one time outstanding.


 


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


 


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


 


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


 


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


 


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


 






    6 


     


    

 


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


 


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


 


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


 


“EchoStar”
means EchoStar Corporation, a Nevada corporation.


 


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


 


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


 


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


 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


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


 


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


 


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


 


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


 


“FCC”
means Federal Communications Commission.


 


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


 






    7 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Holder”
means a Person in whose name a Note is registered.


 






    8 


     


    

 


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


 


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


 


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


 


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


 


“Initial
Notes” means the $1,000,000,000 aggregate principal amount of 7.375% Senior
Notes due 2028 of the Company issued under this Indenture on the Issue Date.


 


“Initial
Purchaser” means, with respect to the Notes, J.P. Morgan Securities 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.


 






    9 


     


    

 


“Issue
Date” means July 1, 2020, 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 or
corporate securities maturing not more than 18 months after the date of acquisition issued by a corporation (other than an
Affiliate of the Company) with an Investment Grade rating, at the time as of which any investment therein is made, issued or
offered by an Eligible Institution; (d) any bankers’ acceptances or money market deposit accounts issued or
offered by an Eligible Institution; and (e) any fund investing exclusively in investments of the types described in
clauses (a) through (d) above.


 


“Maximum Secured
Amount” means 3.75 times the Trailing Cash Flow Amount, or, if greater and (i) following a Fall Away Event or (ii) during
a period in which covenants do not apply as a result of the occurrence of the event described in the second paragraph of Section 4.21
of this Indenture, 15% of the Company’s Consolidated Net Tangible Assets.


 


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


 


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


 






    10 


     


    

 


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


 


“Non-Core
Assets” means: (1) all intangible present and possible future authorizations, rights, interests and other
intangible assets related to all “western” DBS orbital locations other than the 148 degree orbital slot (as the
term “western” is used by the FCC) held by the Company and/or any of its Subsidiaries at any time; (2) all
intangible present and possible future authorizations, rights, interests and other intangible assets related to the fixed
satellite service in the Ku-band, extended Ku-band, Ka-band and C-band held by the Company and/or any of its Subsidiaries at
any time; (3) all present and possible future intangible authorizations, rights, interests and other intangible assets
related to any mobile satellite service held by the Company and/or any of its Subsidiaries at any time; (4) all present
and possible future intangible authorizations, rights, interests and other intangible assets related to local multi-point
distribution service; and (5) any Subsidiary of the Company the assets of which consist solely of (i) any
combination of the foregoing and (ii) other assets to the extent permitted under the provision described under the
second paragraph of Section 4.19 of this Indenture.


 


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


 


“Non-U.S. Person”
means a Person who is not a U.S. Person.


 


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


 


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


 


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


 


“Offering
Memorandum” means the Offering Memorandum, dated as of June 24, 2020, relating to and used in connection
with the Offering.


 






    11 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Permitted Liens”
means:


 


(a)            Liens
securing the Notes and Liens securing any Guarantee;


 


(b)            Liens
securing the Deferred Payments;


 


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


 


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


 


(e)            Liens
securing Indebtedness the proceeds of which are used to develop, construct, launch or insure any satellites other than EchoStar
I and EchoStar II; provided that such Indebtedness was permitted to be incurred by the terms of this Indenture and such
Liens do not extend to any assets of the Company or its Restricted Subsidiaries other than such satellites being developed, constructed,
launched or insured, and to the related licenses, permits and construction, launch and TT&C contracts;


 






    12 


     


    

 


(f)            Liens
on orbital slots, licenses and other assets and rights of the Company, provided that such orbital slots, licenses and other
assets and rights relate solely to the satellites referred to in clause (e) of this definition;


 


(g)            Liens
on property of a Person existing at the time such Person is merged into or consolidated with the Company or any of its Restricted
Subsidiaries; provided that such Liens were not incurred in connection with, or in contemplation of, such merger or consolidation,
other than in the ordinary course of business;


 


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


 


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


 


(j)             Liens
to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, or landlords’, carriers’,
warehousemen’s, mechanics’, suppliers’, materialmen’s or other like Liens, in any case incurred in the
ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process
of law, if a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor;


 


(k)            Liens
existing on the Issue Date;


 


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


 


(m)            Liens
incurred in the ordinary course of the business of the Company or any of its Restricted Subsidiaries (including, without limitation,
Liens securing Purchase Money Indebtedness) with respect to obligations that do not exceed $100 million in principal amount in
the aggregate at any one time outstanding;


 


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


 


(o)            Liens
on any asset of the Company or any of its Restricted Subsidiaries securing Indebtedness in an amount not to exceed $50 million;


 


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


 






    13 


     


    

 


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


 


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


 


(s)            Liens
not provided for in clauses (a) through (r) above, securing Indebtedness incurred in compliance with the terms of this
Indenture; provided that the Notes are secured by the assets subject to such Liens on an equal and ratable basis or on a
basis prior to such Liens; provided further that to the extent that such Lien secured Indebtedness that is subordinated
to the Notes, such Lien shall be subordinated to and be later in priority than the Notes on the same basis; and


 


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


 


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


 


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


 


“Principal”
means Charles W. Ergen.


 


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


 


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


 






    14 


     


    

 


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


 


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


 


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


 


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


 


“Registration
Rights Agreement” means the Registration Rights Agreement for the Notes, dated as of July 1, 2020, by and
among the Company, the Guarantors and the Initial Purchaser, as such agreement may be amended, modified or supplemented from time
to time.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


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


 






    15 


     


    

 


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


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) 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 election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by the Company or one or more Subsidiaries of the Company or a combination thereof, other than Unrestricted Subsidiaries.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 






    16 


     


    

 


“Shelf Registration
Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.


 


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


 


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


 


“TIA”
means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, except as provided in Section 9.03 of this
Indenture.


 


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


 


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


 


“TT&C”
means telemetry, tracking and control.


 


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


 


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


 


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


 






    17 


     


    

 


“Unrestricted
Subsidiary” or “Unrestricted Subsidiaries” means: (A) Wright Travel Corporation, DISH Real Estate
Corporation V, WS Acquisition L.L.C. and Echosphere De Mexico S. De R.L. De C.V.; and (B) any Subsidiary of the Company designated
as an Unrestricted Subsidiary in a resolution of the Board of Directors:


 


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


 


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


 


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


 


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


 


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


 


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


 






    18 


     


    

 


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


 


SECTION 1.02.            Other
Definitions.


 


	Term	Defined 

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


 


SECTION 1.03.            Incorporation
by Reference of Trust Indenture Act.


 


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


 






    19 


     


    

 


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


 


“indenture securities”
means the Notes;


 


“indenture security
Holder” means a Holder of a Note;


 


“indenture to be
qualified” means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee;


 


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


 


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


 


SECTION 1.04.            Rules of
Construction.


 


Unless the context otherwise
requires:


 


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


 


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


 


(3)            “or”
is not exclusive;


 


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


 


(5)            provisions
apply to successive events and transactions.


 


ARTICLE 2


 


THE NOTES


 


SECTION 2.01.            Form and
Dating.


 


The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated
in and made a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company,
and required by law, stock exchange rule, agreements to which the Company is subject or usage. Each Note shall be dated the date
of its authentication. The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


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


 






    20 


     


    

 



 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


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


 


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


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO
THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT
TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






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


 


SECTION 2.02.      Form of
Execution and Authentication.


 


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


 


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


 





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


 


The
Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $1,000,000,000,
(ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount
of Initial Notes and (iii) subject to compliance with Section 4.09 of this Indenture, one or more series of Notes for
original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A) in an unlimited amount
(and if issued with a Private Placement Legend, the same principal amount of Exchange Notes in exchange therefor upon consummation
of a registered exchange offer) in each case upon written orders of the Company in the form of an Officers’ Certificate,
which Officers’ Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance
is in compliance with Section 4.09 of this Indenture. In addition, each such Officers’ Certificate shall specify the
amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Securities are to be Initial
Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes
outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as a Global Note or
Definitive Notes. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in
the name of the Depositary for such Global Note or Notes or its nominee and (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction. All Notes issued under this Indenture shall vote and consent together
on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.


 






    22 


     


    

 


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 of this
Indenture.


 


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


 






    23 


     


    

 


SECTION 2.04.      Paying
Agent to Hold Money in Trust.


 


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


 


SECTION 2.05.      Lists
of Holders of the Notes.


 


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


 


SECTION 2.06.      Transfer
and Exchange.


 


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


 






    24 


     


    

 


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


 


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


 


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


 






    25 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    26 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    27 


     


    

 


(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


 


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


 


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


 


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


 


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


 






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(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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(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


 


(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.


 






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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 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;


 






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


 


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


 


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


 






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


 


(i)           Private
Placement Legend.


 


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


 


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


 


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


 


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


 


(i)             General
Provisions Relating to Transfers and Exchanges.


 


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


 


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


 






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(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 the mailing of a notice of redemption of Notes for redemption
under Section 3.02 of this Indenture and ending at the close of business on the day of such mailing or (B) to register
the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.


 


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


 


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


 


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


 


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


 


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


 






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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 2.08 as not outstanding.


 


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


 


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


 


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


 


SECTION 2.09.      Treasury
Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company,
any Subsidiary of the Company or any Affiliate of the Company shall be considered as though not outstanding, except that for purposes
of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Notes
which a Responsible Officer 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.


 






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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 dispose of canceled Notes in accordance with its customary procedures
(subject to the record retention requirement of the Exchange Act), unless the Company directs in writing canceled Notes to be returned
to it. The Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee
for cancellation. All canceled Notes held by the Trustee shall be disposed of and certification of their disposition delivered
to the Company, unless by a written order, signed by two Officers of the Company, the Company shall direct that canceled Notes
be returned to it.


 


SECTION 2.12.      Defaulted
Interest.


 


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


 


SECTION 2.13.      Record
Date.


 


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


 


SECTION 2.14.      CUSIP
Number.


 


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


 






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ARTICLE 3


 


REDEMPTION


 


SECTION 3.01.      Notices
to Trustee.


 


If
the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 of this Indenture, it shall
furnish to the Trustee, at least 15 days (unless a shorter period is acceptable to the Trustee) but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth (i) the redemption date, (ii) the principal amount
of Notes to be redeemed and (iii) the redemption price. If the Company is required to make the redemption pursuant to Section 3.08
of this Indenture, it shall furnish the Trustee, at least one but not more than 10 Business Days before a redemption date, an Officers’
Certificate setting forth (i) the redemption date and (ii) the redemption price.


 


SECTION 3.02.      Selection
of Notes to Be Redeemed.


 


If
less than all of the Notes are to be redeemed at any time, the selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or if the
Notes are not so listed on a pro rata basis, by lot or in accordance with any other method the Trustee deems fair and appropriate,
provided that no Notes with a principal amount of $2,000 or less shall be redeemed in part. In the event of partial redemption
by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 and not
more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.


 


The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes and portions of them selected shall be in amounts of $2,000 or whole multiples
of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not equal to $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes
called for redemption.


 


SECTION 3.03.      Notice
of Redemption.


 


Subject
to the provisions of Section 3.08 of this Indenture, at least 10 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are
to be redeemed at its registered address.


 






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The notice shall identify
the Notes to be redeemed (including CUSIP numbers) and shall state:


 


(i)           the
redemption date;


 


(ii)          the
redemption price;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.04.      Effect
of Notice of Redemption.


 


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


 


SECTION 3.05.      Deposit
of Redemption Price.


 


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


 






    39 


     


    

 


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 July 1, 2028.


 


At
any time prior to July 1, 2023, the Notes will be subject to redemption at the option of the Company, at any time in
whole, or from time to time in part, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to
100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the applicable redemption date plus the
 “Make-Whole Premium.” The “Make-Whole Premium,” with respect to any Note or any portion of any Note
to be redeemed shall be equal to the greater of:


 


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


 


(b)           the
excess, if any, of


 


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


 


(A)          each
interest payment that, but for the redemption, would have been payable on the Note, or portion of a Note, being redeemed on each
interest payment date occurring after the redemption date through July 1, 2023, excluding any accrued interest for the period
prior to the redemption date, plus


 


(B)          the
redemption price that, but for the redemption, would have been payable on the Note, or portion of a Note, being redeemed on July 1,
2023 (such redemption price being set forth in the table appearing in the sixth paragraph of this Section 3.07); over


 


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


 






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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 J.P. Morgan
Securities LLC or, if such firm fails to make such calculation, by an independent investment banking institution of national standing
appointed by the Trustee (it being understood that the Trustee’s agreement to appoint such an institution is a matter of
courtesy and accommodation only and the Trustee shall not be liable to any person as a result).


 


For
purposes of determining the Make-Whole Premium, “Treasury Yield” shall mean, at the time of computation,
the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information
is available as of the date that is two business days prior to the redemption date) of the yield to maturity of United States Treasury
Securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each
applicable day during such week or, if such Statistical Release is no longer published, any publicly available source of similar
market data) most nearly equal to the period from the redemption date to July 1, 2023; provided, however, that
if the period from the redemption date to July 1, 2023 is not equal to the constant maturity of a United States Treasury Security
for which such a yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if
the period from the redemption date to July 1, 2023 is less than one year, the weekly average yield on actively traded United
States Treasury Securities adjusted to a constant maturity of one year shall be used.


 


On
or after July 1, 2023, the Notes will be subject to redemption at the
option of the Company, at any time in whole, or from time to time in part, upon not
less than 10 and not more than 60 days’ notice, at the redemption prices (expressed
as percentages of the principal amount of Notes to be redeemed) set forth below plus accrued and unpaid interest, if any,
to the applicable redemption date, if redeemed during the twelve-month period beginning on
July 1 of each of the years indicated below:


 


	Year	 	Percentage	 
	2023	 	 	103.6875	%
	2024	 	 	101.8438	%
	2025 and thereafter	 	 	100.0000	%




 






    41 


     


    

 


Notwithstanding the foregoing,
(i) Holders of record on the relevant record date shall have the right to receive interest due on any interest payment date
that is on or prior to the redemption date and (ii) the redemption price shall never be less than 100% of the principal amount
of the Notes being redeemed plus accrued interest to the redemption date.


 


Notwithstanding
the foregoing, at any time prior to July 1, 2023, the Company may redeem up to 35% of the aggregate principal amount
of the Notes outstanding at a redemption price equal to 107.375% of the principal amount thereof, together with accrued and unpaid
interest to such redemption date, with the net cash proceeds of any capital contributions or one or more public or private sales
(including sales to DISH Network, regardless of whether DISH Network obtained such funds from an offering of Equity Interests or
Indebtedness of DISH Network or otherwise) of Equity Interests (other than Disqualified Stock) of the Company (other than proceeds
from a sale to any Subsidiary of the Company or any employee benefit plan in which the Company or any of its Subsidiaries participates);
provided that: (a) at least 65% in aggregate of the originally issued principal amount of the Notes remains outstanding
immediately after the occurrence of such redemption; and (b) the sale of such Equity Interests is made in compliance with
the terms of this Indenture.


 


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



 


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


 


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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)            that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations
of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and


 





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


 






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On or before the Purchase
Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount
of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered,
all Notes or portion thereof tendered, and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, Depositary
or Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the Note tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such
new Note, to such Holder equal in principal amount to any unpurchased portion of the Note surrendered. Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of
the Excess Proceeds Offer on the Purchase Date. To the extent that the aggregate principal amount of Notes tendered pursuant to
an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Company may use any remaining Excess Proceeds for
general corporate purposes. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.


 


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


 


ARTICLE 4


 


COVENANTS


 


	SECTION 4.01.	Payment of Notes.




 


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


 


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.


 






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	SECTION 4.02.	Maintenance of Office or Agency.




 


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


 


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


 


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


 


	SECTION 4.03.	Reports.




 


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


 


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


 


	SECTION 4.04.	Compliance Certificate.




 


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


 


(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.


 






    45 


     


    

 


	SECTION 4.05.	Taxes.




 


The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
except as contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in
any material respect to the Holders of the Notes.


 


	SECTION 4.06.	Stay, Extension and Usury Laws.




 


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


 


	SECTION 4.07.	Limitation on Restricted Payments.




 


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


 


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


 





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


 


(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;


 






    46 


     


    

 


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


 


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


 


(ii)            to
all holders of any class or series of Equity Interests of such Restricted Subsidiary on a pro rata basis; provided that
in the case of this clause (ii), such dividends or distributions may not be in the form of Indebtedness or Disqualified Stock;
or


 


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


 


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


 


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


 


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


 


(A)            the
difference of


 





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


 


(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


 






    47 


     


    

 


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


 


(C)            if
any Unrestricted Subsidiary is designated by the Company as a Restricted Subsidiary, an amount equal to the fair market value of
the net Investment by the Company or a Restricted Subsidiary in such Subsidiary at the time of such designation; provided,
however, that the foregoing sum shall not exceed the amount of the Investments made by the Company or any Restricted Subsidiary
in any such Unrestricted Subsidiary since December 28, 2001; plus


 


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


 


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


 


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


 


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


 


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


 






    48 


     


    

 


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


 


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


 


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


 


(6)            a
Permitted Refinancing;


 


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


 


(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;


 






    49 


     


    

 


(9)            Investments
in businesses strategically related to businesses described in Section 4.16 of this Indenture in an aggregate amount not to
exceed $700 million;


 


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


 


(11)            the
making of any Restricted Payment (including the receipt of any Investment) permitted under or resulting from any transaction permitted
under Section 4.19 of this Indenture occurring any time after December 28, 2001; provided that all conditions
to any such Restricted Payment set forth in such Section 4.19 are satisfied;


 


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


 


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


 


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





 


(15)            Investments
in a foreign direct-to-home satellite provider in an amount not to exceed $500 million; provided that the Investments are
made through the supply of satellite receivers and related equipment to the provider, or the proceeds from the Investments are
used to purchase satellite receivers and related equipment from DISH Network or a Subsidiary of DISH Network;


 


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


 






    50 


     


    

 


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


 


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


 


(19)            the
making of a Restricted Payment so long as, after giving effect to such Restricted Payment and the incurrence of any Indebtedness
the net proceeds of which are used to finance such Restricted Payment, the Company’s Indebtedness to Cash Flow Ratio would
not exceed 3.5 to 1.


 


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


 


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


 


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


 


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.


 






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




 


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


 


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


 


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


 


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


 


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


 


(ii)            applicable
law or regulation;


 


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


 


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


 


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


 


(vi)            this
Indenture or any of the Notes;


 


(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.


 






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	SECTION 4.09.	Limitation on Incurrence of Indebtedness.




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)            Existing
Indebtedness;


 


(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;


 






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


 


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


 


(11)            Indebtedness
of the Company or any Guarantor the proceeds of which are used solely to finance the construction and development of call centers
owned by the Company or any of its Restricted Subsidiaries or any refinancing thereof; provided that the aggregate of all
Indebtedness incurred pursuant to this clause (11) shall in no event exceed $100 million at any one time outstanding;


 





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


 


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


 


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


 


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


 


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


 






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


 


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


 


For purposes of
determining compliance with this Section 4.09, if an item of Indebtedness meets the criteria of more than one of the
categories described in clauses (1) through (15) above or is permitted to be incurred pursuant to the first
paragraph of this Section 4.09 and also meets the criteria of one or more of the categories described in clauses
(1) through (15) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner
that complies with this Section 4.09 and may from time to time reclassify such item of Indebtedness in any manner in
which such item could be incurred at the time of such reclassification. Accrual of interest and the accretion of accreted
value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09.


 


	SECTION 4.10.	Asset Sales.




 


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


 


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


 


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


 


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


 


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


 


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


 


(5)            sales
or other dispositions permitted under Section 4.19 of this Indenture (provided that the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company shall be governed by the provisions of Section 5.01
of this Indenture); or


 






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


 


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


 


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


 





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


 


(x)            cash,
Cash Equivalents or Marketable Securities;


 


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


 


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


 


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


 






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


 


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


 





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


 


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


 


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


 


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


 


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


 


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


 


(c)            Transactions
described under clause (xii) of Section 4.11 and “Restricted Payments” permitted under Section 4.07
of this Indenture shall not be subject to the requirements of this Section 4.10.


 






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	SECTION 4.11.	Limitation on Transactions with Affiliates.




 


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





 


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


 


(b)            if
such Affiliate Transaction involves aggregate payments in excess of $200 million, such Affiliate Transaction has either (i) been
approved by a majority of the disinterested members of the Board of Directors or (ii) if there are no disinterested members
of the Board of Directors, the Company or such Restricted Subsidiary has obtained the favorable opinion of an independent expert
as to the fairness of such Affiliate Transaction to the Company or the relevant Restricted Subsidiary, as the case may be, from
a financial point of view, and the Company delivers to the Trustee no later than ten Business Days following a request from the
Trustee a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction
has been so approved and complies with clause (a) above;


 


provided,
however, that


 


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


 


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


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


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


  


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


 


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


 






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


 


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


 


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


 


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


 


	SECTION 4.12.	Limitation on Liens.




  


The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired, or on any income or profits therefrom or assign or convey any right to receive income
therefrom, except Permitted Liens. Solely for purposes of this Section 4.12, at any time following a Fall Away Event or during
any period (a “Suspension Period”) during which specified covenants do not apply pursuant to the second paragraph
of Section 4.21 of this Indenture, “Restricted Subsidiaries” shall mean the Restricted Subsidiaries on the Business
Day immediately prior to the date of the Fall Away Event or the first day of the applicable Suspension Period, as the case may
be.


 


 






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	SECTION 4.13.	Additional Subsidiary Guarantees.




 


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



 


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


 


(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 April 1 and October 1 of each year or
ten Business Days following a request from the Trustee, which Officers’ Certificate shall cover the six months preceding
April 1, October 1 or the date of request, as the case may be) of such property or assets. In addition, if (i) the
Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary or (ii) an Unrestricted Subsidiary
of the Company is redesignated as a Restricted Subsidiary or otherwise ceases to be an Unrestricted Subsidiary, such Subsidiary
shall execute a supplemental indenture to this Indenture and deliver an Opinion of Counsel, each as required in the preceding sentence;
provided that no supplemental indenture or opinion shall be required if the fair market value (as determined in good faith
by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee no later than five Business
Days following April 1 and October 1 of each year or ten Business Days following a request from the Trustee, which certificate
shall cover the six months preceding such April 1, October 1 or the date of request, as the case may be) of all such
Restricted Subsidiaries created, acquired or designated since the Issue Date (fair market value being determined as of the time
of creation, acquisition or designation) does not exceed the sum of $100 million in the aggregate minus the fair market value of
the assets transferred to any Subsidiaries of the Company which do not execute supplemental indentures pursuant to the preceding
sentences; provided further that to the extent a Restricted Subsidiary is subject to the terms of any instrument governing
Acquired Debt, as in effect at the time of acquisition (except to the extent such Indebtedness was incurred in connection with
or in contemplation of such acquisition) which instrument or restriction prohibits such Restricted Subsidiary from issuing a Guarantee,
such Restricted Subsidiary shall not be required to execute such a supplemental indenture until it is permitted to issue such Guarantee
pursuant to the terms of such Acquired Debt.


 






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	SECTION 4.14.	Corporate Existence.




 


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


 


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




 


Upon the occurrence of
a Change of Control Event, the Company shall be required to make an offer (a “Change of Control Offer”) to each
Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon
to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control
Event, the Company shall mail a notice to each Holder stating:


 


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


 


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





 


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


 


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


 


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


 


(f)            that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000
in excess thereof; and


 


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


 






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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 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;


 






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(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 its or their respective properties
or assets (other than the accounts receivable sold by them to an Accounts Receivable Subsidiary) to the satisfaction of any liability
or obligation or otherwise incur any liability or obligation (contingent or otherwise), in each case, on behalf of an Accounts
Receivable Subsidiary or in connection with any sale of accounts receivable or participation interests therein by or to an Accounts
Receivable Subsidiary, other than obligations relating to breaches of representations, warranties, covenants and other agreements
of the Company or any of its Subsidiaries with respect to the accounts receivable sold by the Company or any of its Subsidiaries
to an Accounts Receivable Subsidiary or with respect to the servicing thereof; provided that neither the Company nor any
of its Subsidiaries shall at any time guarantee or be otherwise liable for the collectibility of accounts receivable sold by them;


  


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(A)            commences
a voluntary case;


 


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


 


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


 


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


 


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


 


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


  


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


 


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


 


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


 


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




 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


  


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


 


made in DTLLC by the Company
or its Restricted Subsidiaries since the date of this Indenture (which, in the case of Investments in exchange for assets, shall
be valued at the fair market value of each such asset at the time each such Investment was made); minus


 


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


 






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(iii)            $100
million; and


 


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


 


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


 


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


 


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


 


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


  


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


 






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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 within ten Business Days of a request by the Trustee, certifying that each such contract, agreement, understanding,
loan, advance and guarantee has been approved by a majority of the Board of Directors.


 


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





 






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


 


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


 


	SECTION 4.20.	Payments for Consent.




 


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


 


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




 


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


 


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


  


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


 






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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 of this Indenture.


 


Notwithstanding the foregoing,
the Company may merge with another Person if


  


(a)            the
Company is the surviving Person;


 


(b)            the
consideration issued or paid by the Company in such merger consists solely of Equity Interests (other than Disqualified Stock)
of the Company or Equity Interests of DISH Network; and


 






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


 


	SECTION 5.02.	Successor Corporation Substituted.




 


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


 


ARTICLE 6


 


DEFAULTS AND REMEDIES


 


	SECTION 6.01.	Events of Default.




 


Each of the following
constitutes an “Event of Default”:


 


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


 


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


 


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


 


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


 


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


  


(f)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), which default is caused by a failure to pay when due of principal or interest on such Indebtedness
within the grace period provided in such Indebtedness (a “Payment Default”), and the principal amount of any
such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default,
aggregates $250 million or more;


 






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(g)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity
and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated, aggregates $250 million or more; provided
that any acceleration (other than an acceleration which is the result of a Payment Default under clause (f) above) of Indebtedness
under the outstanding Deferred Payments in aggregate principal amount not to exceed $250 million shall be deemed not to constitute
an acceleration pursuant to this clause (g);


 


(h)            failure
by the Company or any of its Restricted Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance
company has accepted full liability) aggregating in excess of $250 million, which judgments are not stayed within 60 days after
their entry;


 


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


 


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


 


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


  






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	SECTION 6.02.	Acceleration.




 


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


  


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


 


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.


 






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	SECTION 6.05.	Control by Majority.




 


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


 


	SECTION 6.06.	Limitation on Suits.




 


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


 


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


 


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


 


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


 


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


 


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


 


A Holder of a Note may
not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder
of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders).


 


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




 


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


 


	SECTION 6.08.	Collection Suit by Trustee.




 


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


 






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	SECTION 6.09.	Trustee May File Proofs of Claim.




 


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


 


	SECTION 6.10.	Priorities.




 


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


 


First: to
the Trustee, its agents and attorneys for amounts due under Section 7.07 of this Indenture, including payment of all compensation,
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.


 






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


 


	SECTION 6.11.	Undertaking for Costs.




 


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


 


ARTICLE 7


 


TRUSTEE


 


	SECTION 7.01.	Duties of Trustee.




 


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


 


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


 


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


 


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


  


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


 


(i)            this
paragraph does not limit the effect of paragraph (a) of this Section 7.01;


 






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


  


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


 


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


 


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


 


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


 


	SECTION 7.02.	Rights of Trustee.




 


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


 


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


 


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


 


(d)            The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers conferred upon it by this Indenture, unless the Trustee’s conduct constitutes willful misconduct or
negligence.


  


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


 






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


 


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


 


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


 


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


 


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


 


	SECTION 7.03.     	Individual Rights of Trustee.




 


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


 


	SECTION 7.04.	Trustee’s Disclaimer.




  


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


 






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	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 it in good faith determines that withholding the notice is in the interests of the Holders of the Notes.


 


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




 


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


 


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


 


	SECTION 7.07.	Compensation and Indemnity.




 


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


 


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


  


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


 






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


 


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


 


	SECTION 7.08.	Replacement of Trustee.




 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section 7.08.


 


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


 


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


 


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


 


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


 


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


 


(e)            the
Trustee becomes incapable of acting.


  


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


 






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


 


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


 


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


 


		SECTION 7.09.	 Successor
Trustee by Merger, Etc.






 


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


 


		SECTION 7.10. 	Eligibility;
Disqualification.






 


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


 


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


 


		SECTION 7.11. 	Preferential
Collection of Claims Against Company.



 


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


 






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ARTICLE 8


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


		SECTION 8.01.	 Option
to Effect Legal Defeasance or Covenant Defeasance.



 


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


 


		SECTION 8.02.	 Legal
Defeasance and Discharge.



 


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


 


		SECTION 8.03.	 Covenant
Defeasance.



 


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


 






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		SECTION 8.04.	 Conditions
to Legal or Covenant Defeasance.



 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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



 


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


 


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


 


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


 






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


 


ARTICLE 9


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


		SECTION 9.01.	Without Consent of Holders of Notes.



 


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


 


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


 


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


 






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


 


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


 


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


 


Upon the request of
the Company accompanied by a resolution of the Board of Directors of the Company and a resolution of the board of directors
of each Guarantor and upon receipt by the Trustee of the documents described in Section 9.06 of this Indenture, the
Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture which affects
its own rights, duties or immunities under this Indenture or otherwise.


 


		SECTION 9.02.	With Consent of Holders of Notes.



 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Upon
the request of the Company accompanied by a resolution of the Board of Directors of the Company and a resolution of the board of
directors of each Guarantor, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 of this Indenture,
the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its reasonable judgment, but shall not be obligated to, enter into such amended
or supplemental indenture.


 


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


 


After an amendment, supplement
or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to
Sections 6.04 and 6.07 of this Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding
may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.


 


		SECTION 9.03.	Compliance with Trust Indenture Act.



 


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


 


		SECTION 9.04.	Revocation and Effect of Consents.



 


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


 






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


 


		SECTION 9.05.	Notation
on or Exchange of Notes.



 


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


 


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


 


		SECTION 9.06.	Trustee to Sign Amendments, Etc.



 


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


 


ARTICLE 10


 


GUARANTEES


 


		SECTION 10.01.	Guarantee.



 


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


 


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


 



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(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 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.


 



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


 


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


 


		SECTION 10.02.	Execution and Delivery of Guarantees.



 


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


 


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



 


Subject to Section 10.05
of this Indenture, a Guarantor may not, and the Company will not cause or permit any Guarantor to, consolidate or merge with or
into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related transactions to, any Person other than the Company
or a Guarantor unless:


 


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


 






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


 


		SECTION 10.05.	Releases from Guarantees.



 


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


 



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ARTICLE 11


 


MISCELLANEOUS


 


		SECTION 11.01.	Trust Indenture Act Controls.



 


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


 


		SECTION 11.02.	Notices.



 


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


 


If to the Company or any Guarantor:


 


DISH DBS Corporation


9601 South Meridian Boulevard


Englewood, Colorado 80112


Telecopier No.: (303) 723-1699


Attention: General Counsel


 


With a copy to:


 


Sullivan & Cromwell
LLP

125 Broad Street

New York, New York 10004

Telecopier No.: (212) 291-9101

Attention: Scott D. Miller


 


If to the Trustee:


 


U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107


Telecopier No.: (651) 466-7430

Attention: DISH DBS Corp Administrator


 






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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:


 


(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


 






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(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.


 


		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.


 






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		SECTION 11.09.	No
Adverse Interpretation of Other Agreements.



 





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


 


		SECTION 11.10.	Successors.



 


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


 


		SECTION 11.11.	Severability.



 


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


 


		SECTION 11.12.	Counterpart Originals and Electronic Execution.



 


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


 






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		SECTION 11.13.	Table
of Contents, Headings, Etc.



 


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


 


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



 


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


 


		SECTION 11.15.	Force Majeure.



 


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


 


[Signatures on following page]


 






    96


     


    

 



 


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


 


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




 


[Signature Page to Indenture]


 






    


     


    

 


EXHIBIT A


 


[Face of Note]


 


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


 


7.375%
Senior Note due 2028


 


Cert. No.


CUSIP No.


 


DISH
DBS Corporation promises to pay to __________________ or its registered assigns the principal sum of _____________________ Dollars
on July 1, 2028.


 


Interest
Payment Dates: January 1 and July 1, commencing January 1, 2021.


 


Record
Dates: December 15 and June 15 (whether or not a Business Day).


 


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


 


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


 


Dated:


 


	 	DISH
    DBS CORPORATION
	 	 
	 	By:	 
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Title:




 


(SEAL)


 


This is one of the Notes referred to in

the within-mentioned Indenture:


 


U.S.
Bank National Association, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 




 


Dated:


 






    A-1


     


    

 


(Back of Note)


 


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


 


(1)            Interest.
DISH DBS Corporation, a Colorado corporation (the “Company”) promises to pay interest on the principal amount
of this Note at the rate and in the manner specified below. Interest on this Note will accrue at the rate of 7.375%
per annum, payable semi-annually in arrears in cash on January 1 and July 1 of each year, commencing January 1,
2021, or if any such day is not a Business Day on the next succeeding Business Day (each an “Interest Payment Date”)
to the Holder of record of this Note at the close of business on the immediately preceding December 15 and June 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 July 1, 2020 (the “Indenture”), among the
Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the
date of the Indenture. The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such act
for a statement of such terms. The terms of the Indenture shall govern any inconsistencies between the Indenture and the Notes.
The Notes are unsecured obligations of the Company.


 






    A-2


     


    

 


(5)            Optional
Redemption. Except as provided below, the Notes are not redeemable at the option of the Company prior to July 1, 2028.


 


At
any time prior to July 1, 2023, the Notes will be subject to redemption at the option of the Company, at any time in
whole, or from time to time in part, upon not less than 10 and not more than 60 days’ notice, at a redemption price equal
to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the applicable redemption date plus
the “Make-Whole Premium” as set forth in the Indenture.


 


On
or after July 1, 2023, the Notes will be subject to redemption at the
option of the Company, at any time in whole, or from time to time in part, upon not
less than 10 and not more than 60 days’ notice, at the redemption prices (expressed
as percentages of the principal amount of Notes to be redeemed) set forth below plus accrued and unpaid interest, if any,
to the applicable redemption date, if redeemed during the twelve-month period beginning on
July 1 of each of the years indicated below:


 


	Year	 	Percentage	 
	2023	 	 	103.6875	%
	2024	 	 	101.8438	%
	2025 and thereafter	 	 	100.0000	%




 


Notwithstanding
the foregoing, at any time prior to July 1, 2023, the Company may redeem up to 35% of the aggregate principal amount
of the Notes outstanding at a redemption price equal to 107.375% of the principal amount thereof on the redemption date, together
with accrued and unpaid interest to such redemption date, with the net cash proceeds of any capital contributions or one or more
public or private sales (including sales to DISH Network, regardless of whether DISH Network obtained such funds from an offering
of Equity Interests or Indebtedness of DISH Network or otherwise) of Equity Interests (other than Disqualified Stock) of the Company
(other than proceeds from a sale to any Subsidiary of the Company or any employee benefit plan in which the Company or any of its
Subsidiaries participates); provided that: (a) at least 65% in aggregate of the originally issued principal amount
of the Notes remains outstanding immediately after the occurrence of such redemption; and (b) the sale of such Equity Interests
is made in compliance with the terms of the Indenture.


 


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


 


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


 






    A-3


     


    

 


(7)            Notice
of Redemption. Notice of redemption shall be mailed at least 10 days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed at its registered address. Notes may be redeemed in part but only if equal to $2,000
in principal amount or in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder of Notes are to
be redeemed. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless
the Company fails to redeem such Notes or such portions thereof.


 


(8)            Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder of a Note, among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer
of any Note or portion of a Note selected for redemption. Also, it need not exchange or register the transfer of any Notes for
a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.


 


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


 






    A-4


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    A-5


     


    

 


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


 


(f)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), which default is caused by a failure to pay when due of principal or interest on such Indebtedness
within the grace period provided in such Indebtedness (a “Payment Default”), and the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default, aggregates $250 million
or more;


 


(g)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company and any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity
and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated, aggregates $250 million or more; provided
that any acceleration (other than an acceleration which is the result of a Payment Default under clause (f) above) of Indebtedness
under the Outstanding Deferred Payments in aggregate principal amount not to exceed $250 million shall be deemed not to constitute
an acceleration pursuant to this clause (g);


 


(h)            failure
by the Company or any of its Restricted Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance
company has accepted full liability) aggregating in excess of $250 million, which judgments are not stayed within 60 days after
their entry;


 


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


 


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


 






    A-6


     


    

 


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


 


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


 


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


 


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


 


(12)          Trustee
Dealings with Company. The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates,
as if it were not Trustee; however, if the Trustee acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as Trustee, or resign.


 






    A-7


     


    

 


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


 


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


 


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


 


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


 


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


 






    A-8


     


    

 


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


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

Attention: General Counsel


 






    A-9


     


    

 



 





ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


(I) or (we) assign and transfer this
Note to


 


 


(Insert assignee’s Soc. Sec. or tax
I.D. no.)


 


 


(Print or type assignee’s
name, address and zip code) and irrevocably appoint ______________ agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him.


 


Date:_____________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name

 appears on the face of this Note)
	Signature Guarantee.	 




 









    A-10 


     


    

 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect
to have all or any part of this Note purchased by the Company pursuant to Section 3.08 or Section 4.15 of the Indenture
check the appropriate box:


 


	 ̈ Section 3.08	 ̈ Section 4.15




 


If you want to have only
part of the Note purchased by the Company pursuant to Section 3.08 or Section 4.15 of the Indenture, state the amount
you elect to have purchased:


 


$


 


Date:_____________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name

 appears on the face of this  Note)
	Signature Guarantee.	 




 









    A-11 


     


    

 


[ATTACHMENT FOR GLOBAL NOTES]


 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


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



 









    A-12 


     


    

 


EXHIBIT B


 


FORM OF GUARANTEE


 


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


 


No stockholder, officer,
director or incorporator, as such, past, present or future, of [name of Guarantor] shall have any personal liability under this
Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. This Guarantee shall be binding
upon [name of Guarantor] and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee
and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the
terms and conditions hereof.


 


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


 


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


 


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


 


	 	[NAME OF GUARANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 









    B-1 


     


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF TRANSFER


 


DISH DBS Corporation


9601 South Meridian Boulevard


Englewood, Colorado 80112


 


U.S. Bank National Association 


60 Livingston Avenue


St. Paul, Minnesota 55107 


Telephone
No.: (651) 466-6619 


Fax
No.: (651) 466-7430 


Email:
rick.prokosch@usbank.com


 


Re:
7.375% Senior Notes due 2028


 


Reference
is hereby made to the Indenture, dated as of July 1, 2020 (the “Indenture”), among DISH DBS Corporation,
as issuer (the “Company”), the Guarantors named therein and U.S. Bank National Association, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


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









 






    C-1 


     


    

 


		2.	 ̈	CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser).
Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.
	 	 	 	 
		3.	 ̈	CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF
THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one):



 


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



 


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



 





		 	or



 


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



 


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



 






    C-2 


     


    

 


		(a)	 ̈	CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes,
on Restricted Definitive Notes and in the Indenture.



 


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



 


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






 






    C-3 


     


    

 






 





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


 


	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:_________________


 









    C-4


     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


		(a)	 ̈	a beneficial interest in the:



 


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



 


		(ii)	 ̈	Regulation S Global Note (CUSIP ___________), or



 


		(b)	 ̈	a Restricted Definitive Note.



 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


		(a)	 ̈	a beneficial interest in the:



 


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



 


		(ii)	 ̈	Regulation S Global Note (CUSIP ___________), or



 


		(iii)	 ̈	Unrestricted Global Note (CUSIP ___________), or



 


		(b)	 ̈	a Restricted Definitive Note; or



 


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



 









    C-5


     


    

 


EXHIBIT D


 


FORM OF CERTIFICATE OF EXCHANGE


 


DISH DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112


 


U.S. Bank National Association


60 Livingston Avenue


St. Paul, Minnesota 55107


Telephone
No.: (651) 466-6619


Fax
No.: (651) 466-7430


Email:
rick.prokosch@usbank.com


 


Re:
7.375%  Senior Notes due 2028


 


(CUSIP ___________)


 


Reference
is hereby made to the Indenture, dated as of July 1, 2020 (the “Indenture”), among DISH DBS Corporation,
as issuer (the “Company”), the Guarantors named therein and U.S. Bank National Association, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


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


 


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


 


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


 






    D-1


     


    

 


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


 


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


 


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


 


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


 


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


 






    D-2


     


    

 


(b)           ̈
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with
the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] _ 144A Global Note,
_ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global
Note and in the Indenture and the Securities Act.


 


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


 


	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:_________________


 






    D-3