Common use of Incurrence of Indebtedness Clause in Contracts

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING").

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIESThe Lessee covenants that it will not incur or assume after the commencement date hereof any Indebtedness without compliance with the following requirements; however, the Lessor may waive any of the requirements contained in this Section upon consideration of a written request from Lessee setting forth the reasons for requesting such a waiver. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries Lessee may incur Indebtedness in compliance with one or issue Disqualified Stock ifmore of the following: (a) Long-Term Indebtedness if there is delivered to the Lessor: i. An Accountant's Certificate stating, as of the time immediately after giving effect the incurrence of such Indebtedness, that the Debt Service Coverage Ratio for the Fiscal Year immediately preceding the date of incurrence of such Indebtedness for which audited financial statements are available, computed as if such proposed Indebtedness had been incurred at the beginning of such period, was not less than 90%; or ii. A Lessee Consultant's Certificate stating, that the Debt Service Coverage Ratio is forecasted to be an amount not less than 100%. Provided that the Lessee Consultant's Certificate required by this paragraph shall not be required if the Lessee furnishes the County a certificate of an Authorized Representative of the Lessee demonstrating that the Debt Service Coverage Ratio for each of two Fiscal Years immediately preceding the date of incurrence of such Indebtedness for which audited financial statements are available, computed as if beginning of such period, has been not less than 125%. The foregoing requirements of subparagraph (a)(ii) of this subsection (1) are subject to the qualification that, if in the opinion of a Health Care Consultant (which, if requested by Lessor, is accompanied by a legal opinion supporting the conclusions of the Health Care Consultant) applicable laws or regulations have prevented or will prevent the Lessee from generating the amount of Net Income Available for Debt Service required to be generated by such requirements as a prerequisite to the incurrence of Indebtedness, the Lessee shall be deemed to have satisfied such requirement if the Lessee will generate the maximum amount of Net Income Available for Debt Service which in the opinion of such Health Care Consultant can reasonably be generated given such laws and regulations, provided that in no event shall the Lessee be deemed to have satisfied such requirement if the Debt Service Coverage Ratio which can be generated is less than 80%; (b) Short-Term Indebtedness provided that immediately after the incurrence of such Indebtedness or the aggregate principal amount of all Short-Term Indebtedness outstanding and not incurred pursuant to another paragraph of this Section shall not exceed 10% of Net Revenues for the most recent fiscal year for which audited financial statements are available; (c) Completion Indebtedness in a principal amount not exceeding 10% of the aggregate original face amount of the series of Indebtedness issued to finance the project financed thereby (other than any refunding portions of the Indebtedness) for which Completion Indebtedness is proposed to be issued, without regard to the limitations of paragraph (a) of this Section, provided there is filed with the Lessor (i) a Consulting Architect's Certificate setting forth the amount reasonably expected to be required to complete the project for which the Indebtedness was incurred and stating that the proceeds of the Completion Indebtedness and other moneys available therefore, including estimated investment earnings, will be sufficient to complete the project and (ii) a certificate of an Authorized Representative of the Lessee stating that such Completion Indebtedness is necessary to provide a completed and equipped project of the type and scope contemplated at the time that such series of Indebtedness was originally incurred; (d) Indebtedness incurred to refund any outstanding Indebtedness if prior to incurrence thereof, either (i) the Lessee receives a certificate of an Authorized Representative of the Lessor stating that, taking the proposed Indebtedness and the refunding of the existing Indebtedness into account, the Maximum Annual Debt Service immediately after the issuance of such Disqualified Stock and the application proposed Indebtedness does not exceed by 5% or more the Maximum Annual Debt Service immediately prior to the issuance of the net proceeds thereofproposed indebtedness, or (ii) the conditions described in paragraph (a)(i) above are met for the proposed indebtedness; (e) Capital leases, installment purchase obligations and obligations granting purchase money security interests without regard to a n y o f t h e above paragraphs, but only to the extent that the total aggregate payments due under all such leases, installment purchase obligations and purchase money security interest obligations entered into under this paragraph, taken together, do not exceed 20% of Net Revenues in the fiscal year immediately preceding the date of incurrence for which financial statements are available, calculated as if such lease, installment purchase obligation or purchase money security interest obligation had been outstanding during such fiscal year; (f) Indebtedness incurred to persons providing bond reserve credit enhancement and to persons providing credit enhancement for Indebtedness otherwise legally incurred, including without limitation, issuers of letters of credit, surety bonds, guarantees and bond insurance; and (g) Indebtedness incurred, assumed or guaranteed in connection with the receipt of a contribution of real property to be used in connection with the Lessee if (i) the Lessee provides a certificate to the Lessor that incurring, assuming or guaranteeing the payment of such Indebtedness is necessary as a condition precedent to obtaining a contribution of real property to be used in connection with the Lessee, and (ii) the Lessee provides a certificate to the Lessor signed by an independent appraiser selected by the Lessor, with the consent of the Lessee, certifying that the fair market value of such real property, at the time of conveyance to the Lessee is equal to at least 100% of the principal amount of the total Indebtedness incurred, assumed or guaranteed by the Lessee as a condition precedent to such conveyance. (h) Promptly after the incurrence of any additional Indebtedness, the Indebtedness to Cash Flow Ratio Lessee shall furnish the Lessor with copies of the Company would not have exceeded 6.0 documentation evidencing such Indebtedness and a certificate of an Authorized Representative of the Lessee to 1. The foregoing limitation will not apply to:the effect that no event of default then exists under this Lease. (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness Definitions to be used in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which this Section are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING").follows:

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company For so long as the principal amount outstanding under the Bonds is equal to or exceeds U.S.$5,000,000, the Issuer shall not, and the Company shall not procure that its Subsidiaries shall not, at any time permit any of its Restricted Subsidiaries to, directly or indirectly, to create, incur, issue, assume, guaranty assume or otherwise become directly liable in respect of any Financial Indebtedness, contingently or indirectly liable with respect to (collectivelyotherwise, "INCUR") any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply toother than: (ia) the incurrence any existing Financial Indebtedness of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired by the Company Issuer or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in on the ordinary course date of its business in connection withthe Bond Agreement and any modification, extension, exchange or in contemplation ofrefinancing thereof, such entity being so acquired) in an aggregate provided that the principal amount thereunder shall not to exceed $15 million, PROVIDED that such Indebtedness and be increased; (b) the holders thereof do not at any time have direct or indirect recourse to any property or assets of incurrence by the Company Issuer or any of its Subsidiaries other than of Financial Indebtedness represented by the property and assets of such acquired entity and its SubsidiariesBonds; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ixc) the incurrence by the Company Issuer or any of its Restricted Subsidiaries of Financial Indebtedness issued in exchange for, or the proceeds of which are used to extendrenew, refund, refinance, renew, replace, substitute exchange, discharge, redeem or refund refinance in whole or in part, any Financial Indebtedness referred of the by the Issuer and its Subsidiaries; (d) the incurrence by the Issuer or any of its Subsidiaries of any trade or receivables finance Financial Indebtedness in respect of receivables owing to the Issuer or any Subsidiary and payable or dischargeable in clauses accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Subsidiary deems reasonable under the circumstances; (e) the incurrence by the Issuer or any of its Subsidiaries of Financial Indebtedness under Finance Leases of vehicles, plant, equipment or computers; (f) the incurrence by the Issuer or any of its Subsidiaries of hedging obligations not intended for speculative purposes (as determined in good faith by the Issuer); (g) the incurrence by the Issuer or any of its Subsidiaries of Financial Indebtedness in respect of letters of credit, bank guarantees, bid, performance, appeal, surety and similar bonds, completion guarantees, judgment, advance payment, customs, VAT or similar instruments issued for the account of the Issuer or any of its Subsidiaries in the ordinary course of business (h) the incurrence by the Issuer or any of its Subsidiaries of Financial Indebtedness in respect of any customary cash management, cash pooling or netting or setting off arrangements, including customary credit card facilities, entered into in the ordinary course of business; (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the incurrence by the Issuer or any of its Subsidiaries of Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five New York business days; and (j) the incurrence by the Issuer or any of its Subsidiaries of Financial Indebtedness (other than and in addition to Financial Indebtedness permitted under the foregoing paragraphs) in an aggregate principal amount of such Refinancing Indebtedness shall at any time outstanding not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")exceeding U.S.$1 million.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company MXE shall not permit any without the prior consent of its Restricted Subsidiaries to, directly or indirectly, Sowood create, incur, issue, assume, guaranty or otherwise become directly or indirectly remain liable with respect to liabilities of any kind other than Permitted Indebtedness. “Permitted Indebtedness” shall mean (collectively, "INCUR"i) any Indebtedness Dominion Indebtedness; (ii) indebtedness to Sowood hereunder and under the Note; (iii) indebtedness secured under purchase money security interests (including Acquired Debtmortgages, conditional sales, capital leases and other title retention or deferred purchase devices) and so long as (x) the Company shall notlien is limited to the property whose acquisition was funded, and the Company shall not permit any of its Restricted Subsidiaries toor refinanced, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to through the incurrence of such Indebtedness indebtedness; (y) such indebtedness is limited in recourse to the applicable financed property or the issuance amount of such Disqualified Stock indebtedness does not exceed the lesser of (a) the purchase price or construction cost of said property and (b) the application fair market value of said property; and (z) the indebtedness was incurred within 60 days after the initial acquisition of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; applicable property; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person liabilities incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection withsecured by carriers, or in contemplation ofwarehouses, mechanics and similar liens, so long as MXE is paying on a timely and current basis all amounts due secured by such entity being liens (other than items which are the subject of a bona fide dispute and as to which appropriate reserves exist); (v) liabilities represented by judgments and awards, so acquired) in an aggregate principal long as the amount not to exceed $15 million, PROVIDED that such Indebtedness of same are fully insured and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; insurer has acknowledged coverage; (vi) Existing Indebtedness; trade payables for goods and services provided to MXE in the ordinary course of business, which are being paid currently; (vii) additional Indebtedness liabilities incurred under operating leases and contracts in an aggregate amount not the ordinary course of MXE’s business as to exceed $15 million at any one time outstanding; which no default giving rise to acceleration or a notice of acceleration has occurred; (viii) tax liabilities incurred and payable in the incurrence ordinary course of Purchase Money Indebtedness by business, as to which all material reports, filings and returns have been timely made or filed (taking into account any extensions) and as to which all material taxes have been paid when due (other than taxes which are the Company subject of a bona fide dispute and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstandingfor which appropriate reserves have been established); or and (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest indebtedness permitted under Section 6.02 of the Indebtedness so extendedFirst Amended and Restated Credit Agreement among MXE, refinancedMxEnergy Electric Inc., renewedMxEnergy Holdings Inc. and certain subsidiaries thereof, replacedthe lenders from time to time party thereto and Société Générale, substituted or refunded; as administrative agent (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING"“SG Credit Agreement).”

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. (a) The Company shall not, and the Company shall not cause or permit any of its Restricted the Subsidiaries to, directly or indirectly, create, incur, assume, issue, assumeguarantee or in any manner become liable for or with respect to, guaranty contingently or otherwise become directly or indirectly liable with respect (in each case, to "incur"), the payment of, any Indebtedness (including any Acquisition Indebtedness) except for Permitted Indebtedness. (b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Subsidiaries of the Company may incur each and all of the following (collectively, "INCURPermitted Indebtedness") any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to:): (i) Senior Indebtedness and Subordinated Indebtedness, except that any Acquisition Indebtedness incurred in connection with a Permitted Acquisition must satisfy, at the incurrence time of the Deferred Payments and letters making of credit with respect theretothe Permitted Acquisition, the Permitted Acquisition Test Ratios; (ii) Indebtedness of the incurrence Company pursuant to the Notes and Indebtedness of Bank Debtany Subsidiary pursuant to this Agreement or a Subsidiary Guarantee of the Notes, including the issuance of Additional Balloon Notes in accordance with the terms thereof; (iii) Indebtedness of the Company owing to a Wholly Owned Subsidiary of the Company for so long as such Indebtedness is owing to a Wholly Owned Subsidiary of the Company; provided that any Indebtedness of the Company to any Wholly Owned Subsidiary of the Company is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under this Agreement and the Notes; provided, further, that disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Wholly Owned Subsidiary of the Company) shall be deemed to be an incurrence of such Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company not permitted by this clause (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereofiii), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among of a Wholly Owned Subsidiary of the Company owing to and each held by the Company or another Wholly Owned Subsidiary of its Restricted Subsidiariesthe Company which is unsecured; provided that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than the Company or a Wholly Owned Subsidiary of the Company) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (iv), and (b) any transaction pursuant to which any Wholly Owned Subsidiary of the Company, which has Indebtedness owing to the Company or any other Wholly Owned Subsidiary of the Company, ceases to be a Wholly Owned Subsidiary of the Company shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Subsidiary that is not permitted by this clause (iv); (v) Acquired Debt of a person incurred prior obligations with respect to the date upon which such person was acquired surety bonds obtained by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection withbusiness, or in contemplation of, such entity being so acquiredincluding to secure their obligations with respect to applicable worker's compensation laws and any self insurance; (vi) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness;incurred to finance insurance premiums; and (vii) additional Indebtedness in an aggregate amount not Hedging Obligations with respect to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")Senior Indebtedness.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. (a) The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty assume or otherwise become directly or indirectly liable with respect suffer to exist (collectively, "INCURincur") any Indebtedness (including Acquired Debt) and the Company shall not), and the Company shall not permit any of its Restricted Subsidiaries toto incur, issue any Disqualified Stock Indebtedness. (b) Paragraph (a) of this 0 shall not prohibit the existence or incurrence of any Preferred Equity Interestof the following items of Indebtedness by the Company (collectively, "Company Permitted Debt"): Existing Indebtedness; PROVIDED, HOWEVER, that notwithstanding Indebtedness represented by the foregoing Notes issued on the date of this Indenture and any PIK Notes issued in satisfaction of the payment of interest thereon; reimbursement obligations for amounts paid on behalf of the Company by one or more Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to the Company and each of its Restricted one or more Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Company; Permitted Refinancing Indebtedness with respect to Cash Flow Ratio (A) any Existing Indebtedness of the Company would not have exceeded 6.0 and (B) any Indebtedness permitted to 1. The foregoing limitation will not apply to: be incurred from time to time under this paragraph (ib), other than this clause (iv), and, in each case, Permitted Refinancing Indebtedness in respect of subsequent Refinancings of such Indebtedness, provided that Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to clause (vi) the incurrence (and Permitted Refinancing Indebtedness in respect of the Deferred Payments and letters subsequent Refinancings of credit with respect thereto; such Indebtedness) of this Paragraph (iib) the incurrence of Bank Debt; (iii) the incurrence of must be Subordinated Indebtedness; Pari Passu Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in an amount not to exceed, together with all Indebtedness incurred pursuant to clause 19) of paragraph (c) below, $100,000,000; Subordinated Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding in an amount not to exceed $15 million upon a finding by the Company 150,000,000; Obligations under Permitted Hedging Agreements; and (evidenced by a resolution of the Board of Directors of EchoStar set forth viii) Subordinated Indebtedness in an Officers' Certificate delivered amount not to exceed $115,000,000, plus accrued interest thereon from September 16, 2002 at the Trustee) prime rate of any money center bank, provided that such Subordinated Indebtedness is necessary to finance costs incurred in connection with the developmentsettlement of litigation and in the form of an Obligation to the relevant litigant or an Affiliate. Notwithstanding the foregoing, construction, launch or insurance Indebtedness may not be incurred pursuant to any of EchoStar III or IV clauses (or any permitted replacements thereofiv), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt or (vi) of a person the immediately preceding sentence (other than Permitted Refinancing Indebtedness with respect to (A) Indebtedness incurred under the Credit Facilities and (B) Indebtedness incurred under clause (iii) of such sentence, and, in each case, Permitted Refinancing Indebtedness with respect to such Refinanced Indebtedness), unless such Indebtedness matures no earlier than the date that is 91 days after the date of the stated maturity of the Notes, and has no required amortization or mandatory prepayment prior to such date. (c) Paragraph (a) of this 0 shall not prohibit the date upon which such person was acquired incurrence of any of the following items of Indebtedness by the Restricted Subsidiaries (collectively, "Restricted Subsidiary Permitted Debt," and, together with Company Permitted Debt, "Permitted Debt"): Existing Indebtedness; reimbursement obligations for amounts paid on behalf of any Restricted Subsidiary by the Company or any one or more Subsidiaries of its the Company in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to (A) the Company and one or more Subsidiaries of the Company or (excluding B) one or more Subsidiaries of the Company; Indebtedness incurred by such entity any Restricted Subsidiary pursuant to the Money Pool; Attributable Debt with respect to Permitted Sale/Leasebacks; Permitted Capital Expenditure Indebtedness; Permitted Refinancing Indebtedness with respect to all (A) Existing Indebtedness of Restricted Subsidiaries and (B) any Indebtedness permitted to be incurred from time to time under this paragraph (c), other than this clause (vi), and, in each case, Permitted Refinancing Indebtedness in respect of subsequent Refinancings of such Indebtedness; Indebtedness represented by the ordinary course Preferred Securities and Common Securities issued by Capital Trust (A) on the date hereof in an aggregate liquidation amount equal to the aggregate principal amount of its business the Initial Notes, and (B) upon and after the issuance of PIK Notes hereunder, in connection withan additional aggregate liquidation amount equal to the aggregate principal amount of such PIK Notes, or and in contemplation of, such entity being so acquired) each case together with accrued and unpaid distributions from time to time thereon; additional Indebtedness in an aggregate principal amount not to exceed $15 million(or accreted value, PROVIDED that such Indebtedness and the holders thereof do not as applicable) at any time have direct or indirect recourse outstanding in an amount not to any property or assets exceed, together with all Indebtedness incurred pursuant to clause (v) of paragraph (b) above, $100,000,000; Indebtedness of a Restricted Subsidiary that is formed for the sole purpose of facilitating an issuance of Company Permitted Debt (and has no operations apart from holding securities of the Parent and distributing distributions thereon, and has no liabilities apart from such Indebtedness, other than payment obligations incidental to the administration of such Restricted Subsidiary), provided that the principal amount and other payment terms of such Indebtedness is equal to the corresponding terms of the Indebtedness of the Company deposited into or any with such Restricted Subsidiary and Obligations under Permitted Hedging Agreements of its Subsidiaries other than Restricted Subsidiaries. Notwithstanding the property and assets of such acquired entity and its Subsidiaries; foregoing, Indebtedness may not be incurred pursuant to clauses (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; or (viii) of the incurrence of Purchase Money immediately preceding sentence (other than Permitted Refinancing Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not with respect to exceed $30 million at any one time outstanding; or Indebtedness incurred under (ixA) the incurrence by the Company or any of its Restricted Subsidiaries of Credit Facilities and (B) Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in incurred under clauses (iii), (iii), (v), (vi), (viiiv) and (viiiv) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such sentence, and, in each case, Permitted Refinancing Indebtedness shall not exceed with respect to such Refinanced Indebtedness), unless such Indebtedness matures no earlier than the principal amount and accrued interest date that is 91 days after the date of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final stated maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at alland has no required amortization or mandatory prepayment prior to such date. (d) For purposes of this Section 4.04, on terms at least as favorable Indebtedness will not be deemed to have required amortization or prepayment prior to a specified date solely because the Holders maturity of Notes as those contained such debt would accelerate or such debt would become subject to a mandatory or optional prepayment, redemption or repurchase provision in the documentation governing event of the Indebtedness being extendedoccurrence of change of control of the Company prior to such date. (e) Notwithstanding the foregoing, refinancedissuance of Parent Guarantees or Subsidiary Guarantees shall not be subject to this 0, renewed, replaced or refunded (a "PERMITTED REFINANCING")but shall be subject to 0.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Borrower and Parent Company shall not, will not and the Company shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create, incur, issueassume or suffer to exist any indebtedness, or issue or suffer to exist any preferred equity interests (exclusive of unsecured trade debt and debt incurred to finance the purchase of equipment and/or inventory in the ordinary course of business) whether secured or unsecured; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guaranty guarantee, endorse or otherwise become directly or indirectly contingently liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with any obligations of any other person or entity, except the development, construction, launch or insurance endorsement of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired negotiable instruments by the Parent Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than for deposit or collection or similar transactions in the ordinary course of its business in connection withor guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause; provided, however, that the foregoing limitation shall not apply to (x) the Borrower's indebtedness to the Purchasers hereunder, (y) indebtedness and preferred equity interests set forth on Schedule 5.13 attached hereto and made a part hereof and any refinancings or in contemplation ofreplacements thereof on terms no less favorable to the Purchasers than the indebtedness or preferred equity interests being refinanced or replaced, (z) additional indebtedness incurred, and/or preferred equity issuances issued (with the amount of such entity being so acquired) in an aggregate principal amount preferred equity interests to equal the greater of the liquidation preference with respect thereto and the maximum fixed repurchase price with respect thereto), not to exceed one million dollars ($15 million, PROVIDED that such Indebtedness and 1,000,000.00) in the holders thereof do not aggregate at any time have direct or indirect recourse to any property or assets outstanding, so long as the obligation of the Borrower, the Parent Company or and/or any of its Subsidiaries other than to repay such indebtedness and/or redeem such preferred equity interests incurred or issued, as the property case may be, pursuant to this clause (z), shall be unsecured and assets of such acquired entity expressly subordinated (in writing in a form acceptable to the Purchasers in the Purchasers sole discretion) to the Borrower, Parent Company's and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness ' obligations to the Purchasers under this Agreement and the Loan Documents, including, without limitation, its obligation to payment in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest full of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Secured Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING").

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company MXE shall not permit any without the prior consent of its Restricted Subsidiaries to, directly or indirectly, Lathi create, incur, issue, assume, guaranty or otherwise become directly or indirectly remain liable with respect to liabilities of any kind other than Permitted Indebtedness. “Permitted Indebtedness” shall mean (collectively, "INCUR"i) any Indebtedness Dominion Indebtedness; (ii) indebtedness to Lathi hereunder and under the Note; (iii) indebtedness secured under purchase money security interests (including Acquired Debtmortgages, conditional sales, capital leases and other title retention or deferred purchase devices) and so long as (x) the Company shall notlien is limited to the property whose acquisition was funded, and the Company shall not permit any of its Restricted Subsidiaries toor refinanced, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to through the incurrence of such Indebtedness indebtedness; (y) such indebtedness is limited in recourse to the applicable financed property or the issuance amount of such Disqualified Stock indebtedness does not exceed the lesser of (a) the purchase price or construction cost of said property and (b) the application fair market value of said property; and (z) the indebtedness was incurred within 60 days after the initial acquisition of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; applicable property; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person liabilities incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection withsecured by carriers, or in contemplation ofwarehouses, mechanics and similar liens, so long as MXE is paying on a timely and current basis all amounts due secured by such entity being liens (other than items which are the subject of a bona fide dispute and as to which appropriate reserves exist); (v) liabilities represented by judgments and awards, so acquired) in an aggregate principal long as the amount not to exceed $15 million, PROVIDED that such Indebtedness of same are fully insured and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; insurer has acknowledged coverage; (vi) Existing Indebtedness; trade payables for goods and services provided to MXE in the ordinary course of business, which are being paid currently; (vii) additional Indebtedness liabilities incurred under operating leases and contracts in an aggregate amount not the ordinary course of MXE’s business as to exceed $15 million at any one time outstanding; (viii) the incurrence which no default giving rise to acceleration or a notice of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstandingacceleration has occurred; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above tax liabilities incurred and payable in the ordinary course of business, as to which all material reports, filings and returns have been timely made or filed ("REFINANCING INDEBTEDNESS"taking into account any extensions) and as to which all material taxes have been paid when due (other than taxes which are the subject of a bona fide dispute and for which appropriate reserves have been established); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness . MXE shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life consent to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment any amendment to the NotesDominion Agreement without the prior written consent of Lathi, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")which consent shall not be unreasonably withheld.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. (a) The Company shall Issuer will not, and the Company shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable liable, contingently or otherwise, with respect to (collectivelyin any such case, "INCUR"“incur”) any Indebtedness (including Acquired DebtIndebtedness). (b) and the Company shall not, and the Company shall Section 5.11(a) will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to prohibit the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application any of the net proceeds thereoffollowing items of Indebtedness (collectively, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to:“Permitted Debt”): (i) the incurrence by the Issuer of Indebtedness represented by the Deferred Payments Debentures and letters the incurrence by any Guarantor of credit with respect theretoa Debenture Guarantee; (ii) the incurrence by the Issuer or any Subsidiary of Bank DebtLease Liabilities in the ordinary course of business in respect of office or retail space; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution Issuer or any Subsidiary of Purchase Money Obligations incurred for the purpose of financing all or any part of the Board purchase price or cost of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the developmentdesign, construction, launch installation, development or insurance improvement of EchoStar III property, plant or IV (equipment used in the business of the Issuer or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by of its terms in right and priority of payment to the NotesSubsidiaries; (iv) Indebtedness between and among the Company and each incurrence by the Issuer or any of its Restricted SubsidiariesSubsidiaries of the Existing Indebtedness; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired incurrence by the Company Issuer or any of its Subsidiaries (excluding of Permitted Refinancing 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 aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the net proceeds of which are used to extendrenew, refund, refinance, renew, replace, substitute defease or refund discharge any Indebtedness referred to (other than intercompany Indebtedness between or among the Issuer and any of its Subsidiaries) that was incurred in reliance on Section 5.11(a) or clauses (i), (iiiii), (iv), (v), (vixiii), or this clause (v) of this Section 5.11(b); (vi) the incurrence by the Issuer or any of the Guarantors of intercompany Indebtedness between or among the Issuer and any of the Guarantors; (vii) the incurrence by the Issuer or any Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes; (viii) above the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Subsidiary that was permitted to be incurred by another provision of this Section 5.11; provided that if the Indebtedness being guaranteed is subordinated in right of payment to or pari passu in right of payment with the Debentures or any of the Debenture Guarantees, then the guarantee must be subordinated in right of payment or pari passu in right of payment to at least the same extent as the Indebtedness guaranteed; ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that ix) Indebtedness of the Issuer or any Subsidiary arising (A) from the honouring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary course of business or (B) in connection with endorsement of instruments for deposit in the ordinary course of business; (x) the incurrence by the Issuer or any of its Subsidiaries of Cash Management Obligations in the ordinary course of business; (xi) to the extent constituting Indebtedness, any obligation arising from agreements of the Issuer or any of its Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Capital Stock of a Subsidiary in a transaction permitted by the Indenture; and (xii) the incurrence by the Issuer of Senior Debt; provided that Indebtedness in respect of Senior Debt or any Permitted Refinancing Indebtedness in respect of the Senior Debt shall not exceed _______________________. (c) For purposes of determining compliance with this Section 5.11: (i) the outstanding principal amount of any particular Indebtedness shall be counted only once, and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Refinancing Indebtedness shall not be double counted; and (ii) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an incurrence of Indebtedness for purposes of this Section 5.11. (d) For purposes of determining compliance with any United States dollar or other currency-denominated restriction on the incurrence of Indebtedness, the United States dollar or other currency-equivalent amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or first committed, in the case of revolving credit Indebtedness); provided that if such Indebtedness is incurred or issued to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable United States dollar or other currency-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such United States dollar or other currency-denominated restriction shall be deemed not to have been exceeded so long as the amount of such refinancing Indebtedness does not exceed the amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 5.11, the maximum amount of Indebtedness that may be incurred or issued pursuant to this Section 5.11 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount and accrued interest of the Indebtedness so extendedany Permitted Refinancing Indebtedness, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have if incurred in a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of different currency from the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness shall be is denominated that is in effect on the date of such refinancing. (e) Neither the Issuer nor any Subsidiary will incur any additional Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Person unless such additional Indebtedness is also contractually subordinated in right of payment to the NotesDebentures or the applicable Debenture Guarantee, if at allas the case may be, on terms at least as favorable substantially identical terms; provided, however, that no Indebtedness will be deemed to the Holders be contractually subordinated in right of Notes as those contained in the documentation governing the payment to any other Indebtedness solely by virtue of being extended, refinanced, renewed, replaced unsecured or refunded (by virtue of being secured on a "PERMITTED REFINANCING")junior priority basis.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIESFor so long as any Certificate remains outstanding, the Trust shall not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness. EXHIBIT C TO SERIES TRUST AGREEMENT TRUST CERTIFICATES issued by FINANCIAL INCOME SECURITIES TRUST NFSC 2000-_ FOR [UNDERLYING SECURITIES] POOLED CERTIFICATE (principal amount $__ per certificate) For a Pro Rata Share of All Interest Payments on the [Underlying Securities] and All Principal Payments and Redemption Premium, If Any, Due on the Stated Maturity Date Indicated Below or on any Previous Call for Redemption on [UNDERLYING SECURITIES] Certificate No. 1 Face Amount: $__,000,000 Number of Certificates: __,000,000 CUSIP No.: __________ Stated Maturity Date: ________ __, 20__ CEDE & CO., or registered assigns, is the owner of the face amount set forth above of certificates evidencing 100% beneficial ownership of NFSC Trust 2000-_ for [Underlying Securities] (the "Issuer"), whose sole asset consists of $__,000,000 of [Underlying Securities] (the "Underlying Securities"). The Company shall notsole obligor with respect to such Underlying Securities is the issuer of the Underlying Securities named above (the "Underlying Issuer") or any other entities obligated to make payments to or on behalf of the Underlying Issuer (or their trustees or other applicable fiduciaries) with respect to the Underlying Securities. The Underlying Securities are being held in a trust account by [_________________], as Trustee, pursuant to the terms of a Trust Agreement dated as of ________ __, 2000 (the "Agreement"), including the Standard Terms and Provisions of Series Trust Agreement appended thereto and all other exhibits, schedules, appendices, supplements and amendments thereto, between National Financial Securities Corporation, as Depositor, and the Company shall not permit any of its Restricted Subsidiaries toTrustee, directly or indirectlypursuant to which this and other certificates (the "Certificates"), createevidencing the right to receive all interest and principal payments, incurincluding the redemption premiums, issueif any, assumebut excluding the Retained Amount (as defined in the Agreement), guaranty or otherwise become directly or indirectly liable with respect to (collectivelyif any, "INCUR") any Indebtedness (including Acquired Debt) on the Underlying Securities, are executed and delivered by the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect Trustee. This Certificate is subject to the incurrence provisions of such Indebtedness or and is entitled to the issuance of such Disqualified Stock and the application benefits of the net proceeds thereofAgreement, which may be inspected by the Indebtedness to Cash Flow Ratio holder hereof at the Designated Office in New York City of the Company would not have exceeded 6.0 to 1Trustee. The foregoing limitation owner of this Certificate, by its acceptance hereof, agrees to be bound by the terms and conditions of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. The Underlying Securities will not apply to: be held in an account of the Trustee at DTC in book-entry credit form. The Trustee will pay to the Holder of this Certificate its pro rata share of all amounts received as payments on the Underlying Securities, promptly after receipt, less any amounts required to be withheld from or by the Trustee pursuant to applicable law, in lawful money of the United States of America, (i) if the incurrence Holder is The Depository Trust Company ("DTC") or its nominee or any successor depository or nominee thereof, by wire transfer of the Deferred Payments immediately available funds, and letters of credit with respect thereto; (ii) if the incurrence of Bank Debt; (iii) Holder is any other person, by check in immediately available funds sent by first-class mail to the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution address of the Board of Directors of EchoStar Holder hereof set forth in an Officers' the Certificate delivered to Register. In the Trustee) that such Indebtedness is necessary to finance costs event the Trustee receives money or other property in connection with the development, construction, launch or insurance payment of EchoStar III or IV principal (or any permitted replacements thereofactual notice that such moneys or other property will be received), PROVIDED that such Indebtedness is subordinated by its terms other than in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of connection with a person incurred redemption, prior to the date upon which such person was acquired by Stated Maturity Date, the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than Trustee shall promptly give notice, as provided in the ordinary course of its business in connection withAgreement, or in contemplation ofto the Holder. Such notice shall state that, such entity being so acquirednot later than ninety (90) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and days after the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets receipt of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) moneys or other property, the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company Trustee shall distribute such moneys or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable other property pro rata to the Holders of Notes as those contained Certificates. As provided in the documentation governing Agreement and subject to certain limitations therein set forth, the Indebtedness being extendedtransfer of this Certificate is registrable in the Certificate Register, refinancedupon surrender of this Certificate for registration of transfer at the corporate trust office of the Trustee at [________________], renewedduly endorsed by, replaced or refunded (accompanied by a "PERMITTED REFINANCING")written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same series having the Stated Maturity Date set forth on the face hereof, of Authorized Denominations of $__ or greater multiples of $__, and having the same aggregate face amount, will be issued to the designated transferee or transferees. Under the Agreement, the Trustee is required, when making any payment to a Holder, to round down such payment to the nearest whole cent. The Certificates are issuable only in registered form in Authorized Denominations. As provided in the Agreement and subject to certain limitations therein set forth, such Certificates are exchangeable for Certificates of the same series, having the same Stated Maturity Date and of a like aggregate face amount, as requested by the Holder surrendering the same. For any such registration of transfer or exchange, the Trustee may require payment of the then applicable service charge and of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Certificate for registration of transfer, the Trustee and any agent of the Trustee may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, whether or not this Certificate be overdue, and neither the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall not be valid or become obligatory for any purpose unless and until duly executed by the Trustee by manual signature. Dated: _______ __, 2000 [__________________], as Trustee By: ____________________________________ Authorized Signatory Authentication This is one of the Certificates referred to in the within-mentioned Trust Agreement. [____________________], as Trustee By:_____________________________________ Authorized Signatory TRANSFER FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____________________________________________________________________________ the within Certificate, and all rights thereunder, and hereby does irrevocably constitute and appoint__________________________________________________________ ________________________________________________________________________________ attorney to transfer the within Certificate on the books kept for the registration thereof, with full power of substitution in the premises.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. (a) The Company shall Issuer will not, and the Company shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") Incur any Indebtedness (including Acquired Debt) and the Company shall not); provided, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVERhowever, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application all of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply tobelow are satisfied: (i) the incurrence Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), if the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0:1.0, determined on a pro forma basis (including a pro forma application of the Deferred Payments and letters net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of credit with respect theretosuch four-quarter period; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), if immediately following the incurrence of Indebtedness issued in exchange for, or such Intendedness the proceeds ratio of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i) Consolidated Indebtedness, to (ii) Consolidated EBITDA, does not exceed 4.0:1.0; and (iii) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.9(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence of Attributable Debt or Indebtedness and obligations represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 6.9(b)(i), in an aggregate principal amount at any time outstanding not to exceed 3.0% of Consolidated Net Tangible Assets at any time outstanding; (ii) the Incurrence of Non-Recourse Debt; (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount Incurrence of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING").Existing Indebtedness;

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and unless the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect Company's Debt to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Consolidated Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by for its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred four full fiscal quarters ending immediately prior to the date upon which such person was acquired by the Company additional Indebtedness is created, incurred, issued, assumed or any of its Subsidiaries (excluding Indebtedness incurred by such entity other guaranteed would have been no greater than in the ordinary course of its business in connection with6 to 1, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that and such Indebtedness and the holders thereof do is not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated senior in right of payment to the Notes, if at all, on terms at least as favorable Securities; PROVIDED that such calculation shall give effect to (A) the incurrence of any Indebtedness (after giving effect to the Holders application of Notes the proceeds thereof) in connection with the simultaneous acquisition of any person, business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as those contained if such acquisition had occurred at the beginning of such four quarter period. For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters PLUS (y) (i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) other savings in cost of goods sold or eliminations of selling, general and administrative expenses as determined by the Company in good faith in its consideration of such acquisitions and consistent with the Company's experiences in acquisitions of similar businesses MINUS (z) the incremental expenses that would be included in cost of goods sold and selling, general and administrative expenses that would have been incurred by the Company in the documentation governing operation of such acquired person, business, property or assets during such period. The foregoing limitations shall not apply to the incurrence of (i) Indebtedness being extendedpursuant to the Credit Facilities (provided that the principal amount of such Indebtedness shall not exceed $1.65 billion, refinancedless the amount of all repayments made in respect of term loans and of all permanent commitment reductions with respect to revolving loans (except to the extent, renewedand only to the extent, replaced or refunded that any required repayments of principal in connection with such commitment reduction are not made) made under the Credit Facilities (a "PERMITTED REFINANCING").excluding such repayments and commitment reductions which occur substantially

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable liable, contingently or otherwise, with respect to (collectively, "INCUR"“incur”) any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity InterestStock; PROVIDEDprovided, HOWEVERhowever, that notwithstanding the foregoing (a) the Company and each of its Restricted Subsidiaries may incur Subordinated Indebtedness or (including Acquired Debt) and issue shares of Disqualified Stock if, after giving effect to if the incurrence of Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Subordinated Indebtedness is incurred or the issuance of such Disqualified Stock is issued would have been at least 2.0 to 1, and (b) the Company may incur any Indebtedness (including Acquired Debt) other than Subordinated Indebtedness if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds thereoftherefrom), as if such additional Indebtedness had been incurred or the Indebtedness to Cash Flow Ratio Disqualified Stock had been issued, as the case may be, at the beginning of the Company would not have exceeded 6.0 to 1such four-quarter period. The foregoing limitation will provisions shall not apply to: : (i) Indebtedness represented by the incurrence of the Deferred Payments and letters of credit with respect thereto; Initial Series Bonds; (ii) Plan Indebtedness other than the incurrence of Bank Debt; Initial Series Bonds: (iii) Indebtedness arising under a nuclear fuel financing facility (including, without limitation, any Indebtedness represented by the incurrence nuclear fuel financing portion of Indebtedness in the New Credit Agreement): provided, however, that an aggregate amount not equal to exceed $15 million upon a finding the amount of such nuclear fuel financing facility (after deduction for any transaction costs) shall have been applied pursuant to the Plan or, thereafter the positive difference, if any, between the amount of the nuclear fuel financing facility and the amount previously applied either pursuant to the Plan or to retire Investor Series Bonds shall be used within 45 days of the receipt thereof by the Company (evidenced by a resolution to retire Investor Series Bonds then Outstanding through open market purchases of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; Bonds; (iv) Indebtedness between arising under an accounts receivable financing facility and among or contract payments financing facility provided, however, that the net proceeds (after deduction for any transaction costs) from such facility shall be used within 45 days of the receipt thereof by the Company and each to retire Investor Series Bonds then Outstanding through open market purchases of its Restricted Subsidiaries; such Bonds; (v) Acquired Debt any Indebtedness (not otherwise arising under clauses (iii) and (iv) above) issued to a bank or other commercial lender (including, without limitation, Indebtedness represented by the working capital portion of a person incurred prior to the date upon New Credit Agreement, if issued); provided, however, that any advances thereunder which such person was acquired shall result at any time in an amount outstanding in excess of $50,000,000 thereunder (after deduction for any transaction costs) shall be used within 45 days of receipt by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets retire Investor Series Bonds then Outstanding through open market purchases of such acquired entity and its Subsidiaries; Bonds); (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or extensions, refinancings, renewals or replacements thereof, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (vii) the incurrence by the Company or any of its Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, substitute defease or refund refund, Indebtedness referred permitted under clause (ii) above, and (B) any Indebtedness in exchange for, or the net proceeds of which are used to in extend, refinance, renew, replace, defease or refund. Indebtedness permitted under clauses (i), (iii), (iv) or (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) so long as the principal amount of such Refinancing Indebtedness shall does not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted defeased or refundedrefunded (plus the amount of accrued interest and premiums, if any, thereon and the reasonable expenses incurred in connection therewith); (viii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between and among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Wholly Owned Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (ix) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; (x)Bonds issued from time to time to secure the obligations of the Company under (A) each New Facility Agreement or New Reimbursement Agreement, (B) the Refinancing Indebtedness shall have a final maturity later thanpollution control bonds for which the New Maricopa Reimbursement Agreement and/or New Farmington Reimbursement Agreements provides credit support, and a Weighted Average Life to Maturity equal to or greater than; (C) any financing entered into in connection with the final maturity and Weighted Average Life to Maturity extension, refinancing, renewal or refunding of all or part of the Indebtedness being extendedunder such New Facility Agreement or New Reimbursement Agreement, refinancedthe Indebtedness in respect of such pollution control bonds for which such New Facility Agreement or New Reimbursement Agreement provides credit support, renewedor the Indebtedness under such extension, replaced refinancing, renewal or refundedrefunding; provided, however, that each such Bond shall by its terms provide that it shall be deemed paid in full at such time as the Company’s obligations referenced in the above subclauses (A), (B) or (C) of this clause (x) which such Bond is intended to secure, as the case may be, are paid in full and discharged, and that any payment made in respect of such Bond shall be deemed a payment made in respect of such underlying obligation which such Bond is intended to secure; and (xi) Subordinated Indebtedness incurred after the third anniversary of the Initial Issuance Date for the purpose of financing the redemption or repurchase of any Series A Preferred Stock of the Company, provided that (A) the principal amount of such Subordinated Indebtedness does not exceed the aggregate redemption or repurchase price of such Series A Preferred Stock (plus accrued dividends thereon and reasonable expenses incurred in connection therewith), (B) the interest rate on such Subordinated Indebtedness shall not exceed the dividend or coupon rate payable in respect of such Series A Preferred Stock, and (C) the Refinancing maturity date of such Subordinated Indebtedness shall be subordinated in right of payment to no sooner than the Notes, if at all, on terms at least as favorable to mandatory redemption date for the Holders of Notes as those contained Series A Preferred Stock occurring in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")year 2008.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and unless the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect Company's Debt to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Consolidated Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by for its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred four full fiscal quarters ending immediately prior to the date upon which such person was acquired by the Company additional Indebtedness is created, incurred, issued, assumed or any of its Subsidiaries (excluding Indebtedness incurred by such entity other guaranteed would have been no greater than in the ordinary course of its business in connection with6.0 to 1, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that and such Indebtedness and the holders thereof do is not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated senior in right of payment to the Notes, if at all, on terms at least as favorable Securities; PROVIDED that such calculation shall give effect to (A) the incurrence of any Indebtedness (after giving effect to the Holders application of Notes the proceeds thereof) in connection with the simultaneous acquisition of any person, business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to 49 such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as those contained if such acquisition had occurred at the beginning of such four quarter period. For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters PLUS (y)(i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) other savings in cost of goods sold or eliminations of selling, general and administrative expenses as determined by the Company in good faith in its consideration of such acquisitions and consistent with the Company's experiences in acquisitions of similar businesses MINUS (z) the incremental expenses that would be included in cost of goods sold and selling, general and administrative expenses that would have been incurred by the Company in the documentation governing the Indebtedness being extendedoperation of such acquired person, refinancedbusiness, renewed, replaced property or refunded (a "PERMITTED REFINANCING")assets during such period.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness unless the Company's Fixed Charge Coverage Ratio for its four full fiscal quarters ending immediately prior to the date such additional Indebtedness is created, incurred, issued, assumed or guaranteed would have been at least 2.25 to 1 determined on a pro forma basis (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the a pro forma application of the net proceeds thereofof such Indebtedness) as if the additional Indebtedness had been created, incurred, issued, assumed or guaranteed at the Indebtedness to Cash Flow Ratio beginning of the Company would not have exceeded 6.0 to 1such four-quarter period. The foregoing limitation limitations will not apply to: to the incurrence of (i) Indebtedness pursuant to the incurrence Credit Facility (provided that the principal amount of such Indebtedness shall not exceed the aggregate amount of the Deferred Payments commitments under the Credit Facility on the Issue Date PLUS the amount of Indebtedness under the Credit Facility incurred (A) as additional Indebtedness permitted under clause (viii) of this paragraph and which reduces the amount of Indebtedness otherwise permitted under said clause (viii), (B) as additional Indebtedness permitted under the first paragraph of this Section 4.9 or (C) as reimbursement obligations with respect to letters of credit with respect thereto; permitted under clause (vii) below); (ii) the incurrence of Bank Debt; Existing Indebtedness; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding represented by the Company Securities (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereofother than Additional Securities), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; ; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; Capital Lease Obligations; (v) Acquired Debt of a person incurred prior to the date upon which such person was Indebtedness constituting purchase money obligations for property acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business or other similar financing transactions; (vi) Indebtedness incurred in connection withwith capital expenditures; (vii) Indebtedness constituting reimbursement obligations with respect to letters of credit, or including, without limitation, letters of credit in contemplation ofrespect of workers' compensation claims, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and issued for the holders thereof do not at any time have direct or indirect recourse to any property or assets account of the Company or any a Restricted Subsidiary in the ordinary course of its Subsidiaries business, or other than the property and assets of such acquired entity and its Subsidiaries; Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; (vi) Existing Indebtedness; (viiviii) additional Indebtedness in an aggregate principal amount not equal to exceed the greater of (A) $15 75.0 million in the aggregate at any one time outstanding; outstanding for the Company and its Restricted Subsidiaries and (viiiB)(1) 10% of the Consolidated Net Worth of the Company at the time of incurrence of Purchase Money Indebtedness by the Company and (2) 10% of the Consolidated Net Worth of any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one the time outstandingof incurrence by such Restricted Subsidiary; or (ix) the incurrence by the Company Indebtedness created, incurred, issued, assumed or any of its Restricted Subsidiaries of Indebtedness issued given in exchange for, or the proceeds of which are used to to, extend, refinance, renew, replace, substitute or refund any Indebtedness referred permitted under the Indenture or any Indebtedness issued to so extend, refinance, renew, replace, substitute or refund such Indebtedness, including any additional Indebtedness incurred to pay premiums and fees in clauses connection therewith (i), (iii), (v), (vi), (vii) and (viii) above (the "REFINANCING INDEBTEDNESSRefinancing Indebtedness"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the outstanding principal amount of Indebtedness (including unused commitments) so extended, refinanced, renewed, replaced, substituted or refunded plus any amounts incurred to pay premiums and accrued interest fees in connection therewith, (B) in the case of Refinancing Indebtedness for Indebtedness permitted under clause (ii) of this paragraph, the Refinancing Indebtedness shall have an Average Life equal to or greater than the Average Life of the Indebtedness so being extended, refinanced, renewed, replaced, substituted or refunded and (C) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to the Securities, such Refinancing Indebtedness is subordinated to the Securities at least to the same extent as the Indebtedness being extended, refinanced, renewed, replaced, substituted or refunded; and PROVIDED, FURTHER that subclauses (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) of this clause (ix) will not apply to any refunding or refinancing of any Senior Indebtedness; (x) intercompany Indebtedness incurred in connection with Investments in Unrestricted Subsidiaries; PROVIDED that such Investments are permitted by each of Section 4.7 and Section 4.13 hereof; (xi) Indebtedness of any unconsolidated Subsidiary of the Refinancing Company created after the Issue Date; PROVIDED that such Indebtedness shall be subordinated in right of payment is nonrecourse to the NotesCompany and its consolidated Restricted Subsidiaries and the Company and its consolidated Restricted Subsidiaries have no obligations with respect to such Indebtedness, if at all, on terms at least as favorable to the Holders of Notes as those contained (xii) Indebtedness under Currency Agreements and Interest Rate Agreements; PROVIDED that in the documentation governing case of Currency Agreements which relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness being extendedof the Company outstanding other than as a result of fluctuations in foreign currency exchange rates; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, refinanceddraft or similar instrument inadvertently (except in the case of daylight overdrafts, renewedwhich will not be, replaced and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business; (xiv) Indebtedness of an entity at the time it is acquired as a Restricted Subsidiary; PROVIDED that such Indebtedness was not incurred or refunded assumed by such entity in connection with or in anticipation of such acquisition; (a "PERMITTED REFINANCING").xv) Indebtedness between the Company and any Restricted Subsidiary or between Restricted Subsidiaries, (xvi) guarantees by Restricted Subsidiaries of Indebtedness of the Company or any Restricted Subsidiary if the Indebtedness so guaranteed is permitted under this Indenture; and

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable liable, contingently or otherwise, with respect to (collectively, "INCUR"“incur”) any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity InterestStock; PROVIDEDprovided, HOWEVERhowever, that notwithstanding the foregoing (a) the Company and each of its Restricted Subsidiaries may incur Subordinated Indebtedness or (including Acquired Debt) and issue shares of Disqualified Stock if, after giving effect to if the incurrence of Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Subordinated Indebtedness is incurred or the issuance of such Disqualified Stock is issued would have been at least 2.0 to 1, and (b) the Company may incur any Indebtedness (including Acquired Debt) other than Subordinated Indebtedness if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds thereoftherefrom), as if such additional Indebtedness had been incurred, or the Indebtedness to Cash Flow Ratio Disqualified Stock had been issued, as the case may be, at the beginning of the Company would not have exceeded 6.0 to 1such four-quarter period. The foregoing limitation will provisions shall not apply to: : (i) Indebtedness represented by the incurrence of the Deferred Payments and letters of credit with respect thereto; Initial Series Bonds; (ii) Plan Indebtedness other than the incurrence of Bank Debt; Initial Series Bonds; (iii) Indebtedness arising under a nuclear fuel financing facility (including, without limitation, any Indebtedness represented by the incurrence nuclear fuel financing portion of the New Credit Agreement, if issued); provided, however, that an amount equal to the amount of such nuclear fuel financing facility (after deduction for any transaction costs) shall be applied first pursuant to the Plan or to redeem Retained Bonds pursuant to the Plan and thereafter to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds (or, if such Indebtedness in an aggregate is incurred more than 60 days from the Initial Issuance Date, such amount not to exceed $15 million upon a finding shall be used within 45 days of the receipt thereof by the Company (evidenced by a resolution to retire Investor Series Bonds then Outstanding through open market purchases of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereofBonds), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; ; (iv) Indebtedness between and among arising under an accounts receivable financing facility and/or contract payments financing facility; provided, however, that the net proceeds (after deduction for any transaction costs) from such facility shall be used within 45 days of the receipt thereof by the Company and each to retire Investor Series Bonds then Outstanding through open market purchases of its Restricted Subsidiaries; such Bonds; (v) Acquired Debt any Indebtedness (not otherwise arising under clauses (iii) and (iv) above) issued to a bank or other commercial lender (including, without limitation, Indebtedness represented by the working capital portion of a person incurred prior the New Credit Agreement, if issued); provided, however, that any advances thereunder which shall result at any time in an amount outstanding in excess of $50,000,000 thereunder (after deduction for any transaction costs) shall be applied first pursuant to the date upon which Plan or to redeem Retained Bonds pursuant to the Plan and thereafter to retire Investor Series Bonds then Outstanding through open market purchases of such person was acquired Bonds (or, if such amount is incurred more than 60 days after the Initial Issuance Date, such amount shall be used within 45 days of receipt by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets retire Investor Series Bonds then Outstanding through open market purchases of such acquired entity and its Subsidiaries; Bonds); (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or extensions, refunding, renewals or replacements thereof, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (vii) the incurrence by the Company or any of its Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, substitute defease or refund refund, Indebtedness referred permitted under clause (ii) above, and (B) any Indebtedness in exchange for, or the net proceeds of which are used to in extend, refinance, renew, replace, defease or refund. Indebtedness permitted under clauses (i), (iii), (iv) or (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) so long as the principal amount of such Refinancing Indebtedness shall does not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted defeased or refundedrefunded (plus the amount of accrued interest and premiums, if any, thereon and the reasonable expenses incurred in connection therewith); (viii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between and among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Wholly Owned Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (ix) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; (x) Bonds issued from time to time to secure the obligations of the Company under (A) each New Facility Agreement, (B) the Refinancing Indebtedness shall have a final maturity later thanpollution control bonds for which the Maricopa Reimbursement Agreement and/or Farmington Reimbursement Agreement provides credit support, and a Weighted Average Life to Maturity equal to or greater than; (C) any financing entered into in connection with the final maturity and Weighted Average Life to Maturity extension, refinancing, renewal or reminding of all or part of the Indebtedness being extendedunder such New Facility Agreement, refinancedthe Indebtedness in respect of such pollution control bonds for which such New Facility Agreement provides credit support, renewedor the Indebtedness under such extension, replaced refinancing, renewal or refundedrefunding; provided, however, that each such Bond shall by its terms provide that it shall be deemed paid in full at such time as the Company’s obligations referenced in the above subclauses (A), (B) or (C) of this clause (x) which such Bond is intended to secure, as the case may be, are paid in full and discharged, and that any payment made in respect of such Bond shall be deemed a payment made in respect of such underlying obligation which such Bond is intended to secure; and (xi) Subordinated Indebtedness incurred after the third anniversary of the Initial Issuance Date for the purpose of financing the redemption or repurchase of any Series A Preferred Stock of the Company, provided that (A) the principal amount of such Subordinated Indebtedness does not exceed the aggregate redemption or repurchase price of such Series A Preferred Stock (plus accrued dividends thereon and reasonable expenses incurred in connection therewith), (B) the interest rate on such Subordinated Indebtedness shall not exceed the dividend or coupon rate payable in respect of such Series A Preferred Stock, and (C) the Refinancing maturity date of such Subordinated Indebtedness shall be subordinated in right of payment to no sooner than the Notes, if at all, on terms at least as favorable to mandatory redemption date for the Holders of Notes as those contained Series A Preferred Stock occurring in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")year 2008.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any cause each of its Restricted Subsidiaries tosubsidiaries to not, directly or indirectly, create, incur, issueincur or guarantee, assume, guaranty incur or otherwise become directly or indirectly liable with respect permit to (collectively, "INCUR") exist any Indebtedness (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; indebtedness for borrowed money, (ii) obligations issued, undertaken or assumed as the incurrence deferred purchase price of Bank Debt; property or services (iiiincluding, without limitation, “capital leases” in accordance with GAAP) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred prior to the date upon which such person was acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than trade payables entered into in the ordinary course of its business consistent with past practice), (iii) reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection withwith the acquisition of property, assets or businesses, (v) indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and the holders thereof do not at any time have direct or indirect recourse either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company seller or any bank under such agreement in the event of its Subsidiaries other than the property and assets default are limited to repossession or sale of such acquired entity and its Subsidiaries; property), (vi) Existing Indebtedness; monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, or (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness (collectively, “Indebtedness”), other than the following (iii)collectively, (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that “Permitted Indebtedness”): (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extendedCompany and its subsidiaries existing or arising under this Note and any other Buyer Transaction Document, refinanced, renewed, replaced, substituted or refunded; (B) Indebtedness arising under the Refinancing Mizuho Transaction Documents; (C) Indebtedness shall have a final maturity later thanarising in connection with the endorsement of instruments or other payment items for deposit, (D) Indebtedness consisting of (x) unsecured guarantees incurred in the ordinary course of business with respect to surety and a Weighted Average Life to Maturity equal to or greater than; the final maturity appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refundedsimilar obligations; and (Cy) unsecured guarantees with respect to Indebtedness of the Refinancing Indebtedness shall be subordinated in right Company or one of payment its subsidiaries, to the Notesextent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, if at alland (E) unsecured Indebtedness incurred in respect of netting services, on terms at least as favorable to the Holders of Notes as those contained overdraft protection, credit card transactions, and other like services, in each case, incurred in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")ordinary course of business.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt) and unless the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect Company's Debt to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the application of the net proceeds thereof, the Indebtedness to Consolidated Cash Flow Ratio of the Company would not have exceeded 6.0 to 1. The foregoing limitation will not apply to: (i) the incurrence of the Deferred Payments and letters of credit with respect thereto; (ii) the incurrence of Bank Debt; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by for its terms in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of a person incurred four full fiscal quarters ending immediately prior to the date upon which such person was acquired by the Company additional Indebtedness is created, incurred, issued, assumed or any of its Subsidiaries (excluding Indebtedness incurred by such entity other guaranteed would have been no greater than in the ordinary course of its business in connection with6 to 1, or in contemplation of, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that and such Indebtedness and the holders thereof do is not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated senior in right of payment to the Notes, if at all, on terms at least as favorable Securities; provided that such calculation shall give effect to (A) the incurrence of any Indebtedness (after giving effect to the Holders application of Notes the proceeds thereof) in connection with the simultaneous acquisition of any person, business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as those contained if such acquisition had occurred at the beginning of such four quarter period. For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters plus (y) (i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) other savings in cost of goods sold or eliminations of selling, general and administrative expenses as determined by the Company in good faith in its consideration of such acquisitions and consistent with the Company's experiences in acquisitions of similar businesses minus (z) the incremental expenses that would be included in cost of goods sold and selling, general and administrative expenses that would have been incurred by the Company in the documentation governing operation of such acquired person, business, property or assets during such period. The foregoing limitations shall not apply to the incurrence of (i) Indebtedness being extendedpursuant to the Credit Facilities (provided that the principal amount of such Indebtedness shall not exceed $1.65 billion, refinancedless the amount of all repayments made in respect of term loans and of all permanent commitment reductions with respect to revolving loans (except to the extent, renewedand only to the extent, replaced that any required repayments of principal in connection with such commitment reduction are not made) made under the Credit Agreements (excluding such repayments and commitment reductions which occur substantially contemporaneously with a refinancing or refunded a refunding thereof)), plus any amounts then available under clause (a "PERMITTED REFINANCING").vi) of this paragraph; (ii) Existing Indebtedness; (iii) Indebtedness represented by the Outstanding

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIES. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty guarantee or otherwise become directly or indirectly liable with respect to (collectively, "INCUR") any Indebtedness unless the Company's Fixed Charge Coverage Ratio for its four full fiscal quarters ending immediately prior to the date such additional Indebtedness is created, incurred, issued, assumed or guaranteed would have been at least 2.25 to 1 determined on a pro forma basis (including Acquired Debt) and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock and the a pro forma application of the net proceeds thereofof such Indebtedness) as if the additional Indebtedness had been created, incurred, issued, assumed or guaranteed at the Indebtedness to Cash Flow Ratio beginning of the Company would not have exceeded 6.0 to 1such four-quarter period. The foregoing limitation limitations will not apply to: to the incurrence of (i) Indebtedness pursuant to the incurrence Credit Facility (provided that the principal amount of such Indebtedness shall not exceed the aggregate amount of the Deferred Payments commitments under the Credit Facility on the Issue Date PLUS the amount of Indebtedness under the Credit Facility incurred (A) as additional Indebtedness permitted under clause (viii) of this paragraph and which reduces the amount of Indebtedness otherwise permitted under said clause (viii), (B) as additional Indebtedness permitted under the first paragraph of this Section 4.9 or (C) as reimbursement obligations with respect to letters of credit with respect thereto; permitted under clause (vii) below); (ii) the incurrence of Bank Debt; Existing Indebtedness; (iii) the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding represented by the Company (evidenced by a resolution of the Board of Directors of EchoStar set forth in an Officers' Certificate delivered to the Trustee) that such Indebtedness is necessary to finance costs in connection with the development, construction, launch or insurance of EchoStar III or IV (or any permitted replacements thereof), PROVIDED that such Indebtedness is subordinated by its terms in right and priority of payment to the Notes; Securities; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; Capital Lease Obligations; (v) Acquired Debt of a person incurred prior to the date upon which such person was Indebtedness constituting purchase money obligations for property acquired by the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business or other similar financing transactions; (vi) Indebtedness incurred in connection withwith capital expenditures; (vii) Indebtedness constituting reimbursement obligations with respect to letters of credit, or including, without limitation, letters of credit in contemplation ofrespect of workers' compensation claims, such entity being so acquired) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and issued for the holders thereof do not at any time have direct or indirect recourse to any property or assets account of the Company or any a Restricted Subsidiary in the ordinary course of its Subsidiaries business, or other than the property and assets of such acquired entity and its Subsidiaries; Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; (vi) Existing Indebtedness; (viiviii) additional Indebtedness in an aggregate principal amount not equal to exceed the greater of (A) $15 75.0 million in the aggregate at any one time outstanding; outstanding for the Company and its Restricted Subsidiaries and (viiiB)(1) 10% of the Consolidated Net Worth of the Company at the time of incurrence of Purchase Money Indebtedness by the Company and (2) 10% of the Consolidated Net Worth of any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one the time outstandingof incurrence by such Restricted Subsidiary; or (ix) the incurrence by the Company Indebtedness created, incurred, issued, assumed or any of its Restricted Subsidiaries of Indebtedness issued given in exchange for, or the proceeds of which are used to to, extend, refinance, renew, replace, substitute or refund any Indebtedness referred permitted under the Indenture or any Indebtedness issued to so extend, refinance, renew, replace, substitute or refund such Indebtedness, including any additional Indebtedness incurred to pay premiums and fees in clauses connection therewith (i), (iii), (v), (vi), (vii) and (viii) above (the "REFINANCING INDEBTEDNESSRefinancing Indebtedness"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the outstanding principal amount of Indebtedness (including unused commitments) so extended, refinanced, renewed, replaced, substituted or refunded plus any amounts incurred to pay premiums and accrued interest fees in connection therewith, (B) in the case of Refinancing Indebtedness for Indebtedness permitted under clause (ii) of this paragraph, the Refinancing Indebtedness shall have an Average Life equal to or greater than the Average Life of the Indebtedness so being extended, refinanced, renewed, replaced, substituted or refunded and (C) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to the Securities, such Refinancing Indebtedness is subordinated to the Securities at least to the same extent as the Indebtedness being extended, refinanced, renewed, replaced, substituted or refunded; and PROVIDED FURTHER that subclauses (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) of this clause (ix) will not apply to any refunding or refinancing of any Senior Indebtedness; (x) intercompany Indebtedness incurred in connection with Investments in Unrestricted Subsidiaries; PROVIDED that such Investments are permitted by each of Section 4.7 and Section 4.13 hereof; (xi) Indebtedness of any unconsolidated Subsidiary of the Refinancing Company created after the Issue Date; PROVIDED that such Indebtedness shall be subordinated in right of payment is nonrecourse to the NotesCompany and its consolidated Restricted Subsidiaries and the Company and its consolidated Restricted Subsidiaries have no obligations with respect to such Indebtedness, (xii) Indebtedness under Currency Agreements and Interest Rate Agreements; PROVIDED that in the case of Currency Agreements which relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts, which will not be, and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business; (xiv) Indebtedness of an entity at the time it is acquired as a Restricted Subsidiary; PROVIDED that such Indebtedness was not incurred or assumed by such entity in connection with or in anticipation of such acquisition; (xv) Indebtedness between the Company and any Restricted Subsidiary or between Restricted Subsidiaries, (xvi) guarantees by Restricted Subsidiaries of Indebtedness of the Company or any Restricted Subsidiary if at allthe Indebtedness so guaranteed is permitted under this Indenture; and (xvii) the Company's Obligations arising from the repurchase, on terms at least as favorable redemption or other acquisitions of Equity Interests from management investors to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "PERMITTED REFINANCING")extent permitted by Section 4.7.

Incurrence of Indebtedness. ISSUANCE OF DISQUALIFIED STOCK AND ISSUANCE OF PREFERRED EQUITY INTERESTS OF SUBSIDIARIESFor so long as any Certificate remains outstanding, the Trust shall not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness. EXHIBIT C TO SERIES TRUST AGREEMENT TRUST CERTIFICATES issued by NFSC TRUST 2000-__ FOR [UNDERLYING SECURITIES] POOLED CERTIFICATE (principal amount $__ per certificate) For a Pro Rata Share of All Interest Payments on the [Underlying Securities] and All Principal Payments and Redemption Premium, If Any, Due on the Stated Maturity Date Indicated Below or on any Previous Call for Redemption on [UNDERLYING SECURIITES] Certificate No. 1 Face Amount: $__,000,000 Number of Certificates: __,000,000 CUSIP No.: __________ Stated Maturity Date: ________ __, 20__ CEDE & CO., or registered assigns, is the owner of the face amount set forth above of certificates evidencing 100% beneficial ownership of NFSC Trust 2000-__ for [Underlying Securities] (the "Issuer"), whose sole asset consists of $__,000,000 of [Underlying Securities] (the "Underlying Securities"). The Company shall notsole obligor with respect to such Underlying Securities is the issuer of the Underlying Securities named above (the "Underlying Issuer") or any other entities obligated to make payments to or on behalf of the Underlying Issuer (or their trustees or other applicable fiduciaries) with respect to the Underlying Securities. The Underlying Securities are being held in a trust account by [_________________], as Trustee, pursuant to the terms of a Trust Agreement dated as of ________ __, 2000 (the "Agreement"), including the Standard Terms and Provisions of Series Trust Agreement appended thereto and all other exhibits, schedules, appendices, supplements and amendments thereto, between National Financial Securities Corporation, as Depositor, and the Company shall not permit any of its Restricted Subsidiaries toTrustee, directly or indirectlypursuant to which this and other certificates (the "Certificates"), createevidencing the right to receive all interest and principal payments, incurincluding the redemption premiums, issueif any, assumebut excluding the Retained Amount (as defined in the Agreement), guaranty or otherwise become directly or indirectly liable with respect to (collectivelyif any, "INCUR") any Indebtedness (including Acquired Debt) on the Underlying Securities, are executed and delivered by the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock or any Preferred Equity Interest; PROVIDED, HOWEVER, that notwithstanding the foregoing the Company and each of its Restricted Subsidiaries may incur Indebtedness or issue Disqualified Stock if, after giving effect Trustee. This Certificate is subject to the incurrence provisions of such Indebtedness or and is entitled to the issuance of such Disqualified Stock and the application benefits of the net proceeds thereofAgreement, which may be inspected by the Indebtedness to Cash Flow Ratio holder hereof at the Designated Office in New York City of the Company would not have exceeded 6.0 to 1Trustee. The foregoing limitation owner of this Certificate, by its acceptance hereof, agrees to be bound by the terms and conditions of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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. The Underlying Securities will not apply to: be held in an account of the Trustee at DTC in book-entry credit form. The Trustee will pay to the Holder of this Certificate its pro rata share of all amounts received as payments on the Underlying Securities, promptly after receipt, less any amounts required to be withheld from or by the Trustee pursuant to applicable law, in lawful money of the United States of America, (i) if the incurrence Holder is The Depository Trust Company ("DTC") or its nominee or any successor depository or nominee thereof, by wire transfer of the Deferred Payments immediately available funds, and letters of credit with respect thereto; (ii) if the incurrence of Bank Debt; (iii) Holder is any other person, by check in immediately available funds sent by first-class mail to the incurrence of Indebtedness in an aggregate amount not to exceed $15 million upon a finding by the Company (evidenced by a resolution address of the Board of Directors of EchoStar Holder hereof set forth in an Officers' the Certificate delivered to Register. In the Trustee) that such Indebtedness is necessary to finance costs event the Trustee receives money or other property in connection with the development, construction, launch or insurance payment of EchoStar III or IV principal (or any permitted replacements thereofactual notice that such moneys or other property will be received), PROVIDED that such Indebtedness is subordinated by its terms other than in right and priority of payment to the Notes; (iv) Indebtedness between and among the Company and each of its Restricted Subsidiaries; (v) Acquired Debt of connection with a person incurred redemption, prior to the date upon which such person was acquired by Stated Maturity Date, the Company or any of its Subsidiaries (excluding Indebtedness incurred by such entity other than Trustee shall promptly give notice, as provided in the ordinary course of its business in connection withAgreement, or in contemplation ofto the Holder. Such notice shall state that, such entity being so acquirednot later than ninety (90) in an aggregate principal amount not to exceed $15 million, PROVIDED that such Indebtedness and days after the holders thereof do not at any time have direct or indirect recourse to any property or assets of the Company or any of its Subsidiaries other than the property and assets receipt of such acquired entity and its Subsidiaries; (vi) Existing Indebtedness; (vii) additional Indebtedness in an aggregate amount not to exceed $15 million at any one time outstanding; (viii) moneys or other property, the incurrence of Purchase Money Indebtedness by the Company and any Restricted Subsidiary in an aggregate amount not to exceed $30 million at any one time outstanding; or (ix) the incurrence by the Company Trustee shall distribute such moneys or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i), (iii), (v), (vi), (vii) and (viii) above ("REFINANCING INDEBTEDNESS"); PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded; (B) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than; the final maturity and Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable other property pro rata to the Holders of Notes as those contained Certificates. As provided in the documentation governing Agreement and subject to certain limitations therein set forth, the Indebtedness being extendedtransfer of this Certificate is registrable in the Certificate Register, refinancedupon surrender of this Certificate for registration of transfer at the corporate trust office of the Trustee at [________________], renewedduly endorsed by, replaced or refunded (accompanied by a "PERMITTED REFINANCING")written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same series having the Stated Maturity Date set forth on the face hereof, of Authorized Denominations of $__ or greater multiples of $__, and having the same aggregate face amount, will be issued to the designated transferee or transferees. Under the Agreement, the Trustee is required, when making any payment to a Holder, to round down such payment to the nearest whole cent. The Certificates are issuable only in registered form in Authorized Denominations. As provided in the Agreement and subject to certain limitations therein set forth, such Certificates are exchangeable for Certificates of the same series, having the same Stated Maturity Date and of a like aggregate face amount, as requested by the Holder surrendering the same. For any such registration of transfer or exchange, the Trustee may require payment of the then applicable service charge and of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Certificate for registration of transfer, the Trustee and any agent of the Trustee may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, whether or not this Certificate be overdue, and neither the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall not be valid or become obligatory for any purpose unless and until duly executed by the Trustee by manual signature. Dated: _______ __, 2000 [__________________], as Trustee By: _______________________________________ Authorized Signatory Authentication This is one of the Certificates referred to in the within-mentioned Trust Agreement. [____________________], as Trustee By: _______________________________________ Authorized Signatory TRANSFER FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto__________________________________________________________________________ the within Certificate, and all rights thereunder, and hereby does irrevocably constitute and appoint_________________________________________________________ ________________________________________________________________________________ attorney to transfer the within Certificate on the books kept for the registration thereof, with full power of substitution in the premises.