Common use of OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE Clause in Contracts

OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF ▇▇▇▇▇▇▇▇▇] By: ------------------------------ Name: B-114 Title: EXHIBIT C FORM OF CERTIFICATE OF TRANSFER EchoStar DBS Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust National Association ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55101 Re: 9 1/4% Senior Notes due 2006 ---------------------------- Reference is hereby made to the Indenture, dated as of January 25, 1999 (the "INDENTURE"), between EchoStar DBS Corporation, as issuer (the "COMPANY"), the Guarantors named therein and U.S. Bank Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the "TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____ in such Note[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF ▇▇▇▇▇▇▇▇▇] By: ------------------------------ _______________________ Name: B-114 Title: EXHIBIT C FORM OF CERTIFICATE OF TRANSFER EchoStar DBS Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust National Association ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55101 Re: 9 1/43/8% Senior Notes due 2006 ---------------------------- SENIOR NOTES DUE 2009 Reference is hereby made to the Indenture, dated as of January 25, 1999 (the "INDENTURE"), between EchoStar DBS Corporation, as issuer (the "COMPANY"), the Guarantors named therein and U.S. Bank Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the "TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____ in such Note[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]