Dish Network 2003 Annual Report Download - page 93

ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued
F–26
The 10 3/8% Senior Notes are:
• general unsecured obligations of EDBS;
• ranked equally in right of payment with all of EDBS’ existing and future senior debt;
• ranked senior in right of payment to all of EDBS’ other existing and future subordinated debt; and
• ranked effectively junior to (i) all liabilities (including trade payables) of EDBS’ subsidiaries (ii) all
debt and other liabilities (including trade payables) of any Guarantor if such Guarantor’s guarantee is
subordinated or avoided by a court of competent jurisdiction, and (iii) all of EDBS’ secured
obligations, to the extent of the collateral securing such obligations, including any borrowings under
any of EDBS’ future secured credit facilities, if any.
In the event of a change of control, as defined in the 10 3/8% Senior Notes Indenture, EDBS will be required to
make an offer to repurchase all or any part of a holder’s 10 3/8% Senior Notes at a purchase price equal to 101% of
the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.
4 7/8% Convertible Subordinated Notes due 2007
Effective October 20, 2003, we retired the $1.0 billion outstanding principal amount of these 4 7/8% Convertible
Subordinated Notes due 2007. In accordance with the terms of the indenture governing the notes, the $1.0 billion
outstanding principal amount of the notes was redeemed at 102.786% of such amount, for a total redemption payment
of approximately $1.028 billion. As a result of the redemption, the indentures related to the 4 7/8% Convertible
Subordinated Notes have been satisfied and ceased to exist as of the redemption date. The premium paid of
approximately $27.9 million and unamortized debt issuance costs of approximately $9.1 million were recorded as
charges to earnings and are included in interest expense in the consolidated statements of operations and comprehensive
income (loss).
5 3/4% Convertible Subordinated Notes due 2008
The 5 3/4% Convertible Subordinated Notes mature May 15, 2008. Interest accrues at an annual rate of 5 3/4% and is
payable semi-annually in cash, in arrears on May 15 and November 15 of each year, commencing November 15, 2001.
The 5 3/4% Convertible Subordinated Notes are general unsecured obligations and junior in right of payment to:
• all existing and future senior obligations;
• all of our secured debts to the extent of the value of the assets securing those debts; and
• all existing and future debts and other liabilities or our subsidiaries.
Except under certain circumstances requiring prepayment premiums, and in other limited circumstances, the 5 3/4%
Convertible Subordinated Notes are not redeemable at our option prior to May 15, 2004. Thereafter, the 5 3/4%
Convertible Subordinated Notes will be subject to redemption, at our option, in whole or in part, at redemption prices
decreasing from 103.286% during the year commencing May 15, 2004 to 100% on May 15, 2008, together with
accrued and unpaid interest thereon to the redemption date.
The 5 3/4% Convertible Notes, unless previously redeemed, are convertible at the option of the holder any time after 90
days following the date of their original issuance and prior to maturity into shares of our class A common stock at a
conversion price of $43.29 per share.