Dish Network 2003 Annual Report Download - page 96

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued
F–29
The indenture related to our Floating Rate Senior Notes (the “Floating Rate Senior Notes Indenture”) contains
restrictive covenants that, among other things, impose limitations on the ability of EDBS and its restricted
subsidiaries to:
• incur additional indebtedness or enter into sale and leaseback transactions;
• pay dividends or make distribution on EDBS’ capital stock or repurchase EDBS’ capital stock;
• make certain investments;
• create liens;
• enter into transactions with affiliates;
• merge or consolidate with another company; and
• transfer and sell assets
In the event of a change of control, as defined in the related indenture, EDBS will be required to make an offer to
repurchase all or any part of a holder’s Floating Rate 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.
5 ¾% Senior Notes due 2008
On October 2, 2003, EDBS sold $1.0 billion principal amount of the 5 3/4% Senior Notes which mature October 1,
2008 in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933.
Interest accrues at an annual rate of 5 3/4% and is payable semi-annually in cash in arrears on April 1 and October 1 of
each year, commencing April 1, 2004. The proceeds, along with proceeds from the Floating Rate Senior Notes and the
6 3/8% Senior Notes, will be used primarily to repurchase or redeem all or a portion of EDBS’ outstanding 9 3/8%
Senior Notes due 2009 and other outstanding debt securities and for general corporate purposes.
EDBS has agreed to offer to exchange the 5 3/4% Senior Notes for new issues of identical debt securities registered
under the Securities Act of 1933.
The 5 3/4% Senior Notes will be redeemable, in whole or in part, at any time at a redemption price equal to 100% of
their principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and
unpaid interest. Prior to October 1, 2006, we may also redeem up to 35% of each of the 5 3/4% Senior Notes at
specified premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 5 3/4% Senior Notes are:
• general unsecured senior obligations of EDBS;
• ranked equally in right of payment with all of EDBS’ and the guarantors’ existing and future
unsecured senior debt;
• ranked effectively junior to our and the guarantor’s current and future secured senior indebtedness up
to the value of the collateral securing such indebtedness.
The indenture related to the 5 3/4% Senior Notes (the “5 3/4% Senior Notes Indenture”) contains restrictive
covenants that, among other things, impose limitations on the ability of EDBS and its restricted subsidiaries to:
• incur additional indebtedness or enter into sale and leaseback transactions;
• pay dividends or make distribution on EDBS’ capital stock or repurchase EDBS’ capital stock;
• make certain investments;
• create liens;
• enter into transactions with affiliates;
• merge or consolidate with another company; and
• transfer and sell assets