ECHOSTAR COMMUNICATIONS CORPORATION

                           CERTIFICATE OF DESIGNATIONS



                                ESTABLISHING THE



             VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,

                      RESTRICTIONS, AND RELATIVE RIGHTS OF



            SERIES D MANDATORILY CONVERTIBLE PARTICIPATING PREFERRED

                                      STOCK



                       PURSUANT TO SECTION 78.1955 OF THE

                             Nevada Revised Statutes



     I, David K. Moskowitz, the Senior Vice President, General Counsel and

Secretary of EchoStar Communications Corporation (the "Issuer"), a corporation

organized and existing under the laws of the State of Nevada, do hereby certify

that pursuant to authority conferred upon the Board of Directors of the Issuer

by its Amended and Restated Articles of Incorporation and pursuant to the

provisions of Section 78.1955 of the Nevada Revised Statutes, the Issuer's Board

of Directors, on December 12, 2001, adopted the following resolution

establishing the Issuer's Series D Mandatorily Convertible Participating

Preferred Stock, which resolution remains in full force and effect. Certain

capitalized terms used herein are defined in Article 11.



     RESOLVED, that pursuant to the authority vested in the Board of Directors

     of the Corporation by the Amended and Restated Articles of Incorporation,

     the Board of Directors does hereby provide for the issue of a series of

     Preferred Stock, $0.01 par value, of the Corporation, to be designated

     "Series D Mandatorily Convertible Participating Preferred Stock" (referred

     to herein as the "Series D Preferred Stock"), having the number of shares

     and, to the extent that the designations, powers, preferences and relative

     and other special rights and the qualifications, limitations and

     restrictions of such Series D Preferred Stock are not stated and expressed

     in the Amended and Restated Articles of Incorporation, the powers,

     preferences and relative and other special rights and the qualifications,

     limitations and restrictions thereof, as follows:



ARTICLE 1         DESIGNATION AND NUMBER OF SHARES



     SECTION 1.1 The series will be known as the "Series D Mandatorily

Convertible Participating Preferred Stock".



     SECTION 1.2 The Series D Preferred Stock will be a series consisting of

5,760,479 shares of the authorized but unissued preferred stock of the Issuer.



{PAGE}



ARTICLE 2         DIVIDENDS AND DISTRIBUTIONS



     SECTION 2.1 The Holders of shares of Series D Preferred Stock shall be

entitled to receive, when and as declared by the Board of Directors, but only

out of funds legally available therefor, dividends or distributions on each date

that dividends or other distributions (including any distributions of Capital

Stock, evidences of indebtedness, other securities or any other assets) are

payable or distributable on or in respect of Class A Common Stock of the Issuer,

in an amount per whole share of Series D Preferred Stock equal to the aggregate

amount (in cash, securities or other property) of dividends or other

distributions that would be payable on such date to a Holder of that number of

shares of Common Stock into which one share of Series D Preferred Stock shall be

convertible at the Conversion Rate (defined below). Each such dividend or

distribution shall be paid to each Holder of record of shares of Series D

Preferred Stock on the record date, not exceeding sixty days preceding such

payment date, fixed for the purpose by the Board of Directors in advance of

payment of each particular dividend or distribution (which record date shall be

the same date as the record date for the corresponding payment of dividends or

distributions on the Class A Common Stock). Any share of Series D Preferred

Stock originally issued after a dividend or distribution record date and on or

prior to the dividend or distribution payment date to which such record date

relates shall not be entitled to receive the dividend or distribution payable on

such dividend or distribution payment date or any amount in respect of the

period from the date of such issuance to such dividend or distribution payment

date. Holders of shares of Series D Preferred Stock shall not be entitled to any

dividends or distributions, whether payable or distributable in cash, property

or stock, in excess of full dividends or distributions as herein provided.



     SECTION 2.2 So long as any shares of Series D Preferred Stock shall be

outstanding, no dividend shall be declared or paid or set aside for payment or

other distribution declared or made upon the Common Stock or upon any other

stock ranking junior to the Series D Preferred Stock as to dividends or

distribution of assets upon Liquidation, nor shall any Common Stock nor any

other stock of the Issuer ranking junior to or on a parity with the Series D

Preferred Stock as to dividends or distribution of assets upon Liquidation be

redeemed, purchased or otherwise acquired for any consideration (or any monies

be paid to, set aside or made available for a sinking fund for the redemption of

any shares of any such stock) by the Issuer (except by conversion into or

exchange for stock of the Issuer ranking junior to the Series D Preferred Stock

as to distribution of assets upon Liquidation), unless, in each case, the full

dividends (including the dividend to be due upon payment of such dividend,

distribution, redemption, purchase or other acquisition) on all outstanding

shares of Series D Preferred Stock shall have been, or shall then be, paid.



ARTICLE 3         RANKING



     The preferences of each share of Series D Preferred Stock as to

distribution of assets upon Liquidation shall be in every respect on a parity

with the preferences of every



                                       2



{PAGE}



other share of capital stock of the Issuer which is not specifically made senior

or junior to the Series D Preferred Stock as to distribution of assets upon

Liquidation. The rights of the Common Stock will be junior to the Series D

Preferred stock as to distributions upon Liquidation to the extent herein

provided.



ARTICLE 4         OPTIONAL CONVERSION AND CONVERSION PROCEDURES



     SECTION 4.1 (a) Each Holder of Series D Preferred Stock shall have the

right, at its option, at any time and from time to time to convert, subject to

the terms and provisions of this Article 4, any or all of such Holder's shares

of Series D Preferred Stock. In such case, each whole share of Series D

Preferred Stock shall be converted into ten (10) fully paid and nonassessable

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC