Dish Network 2003 Annual Report Download - page 97

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued
F–30
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 5 3/4% 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.
6 3/8% Senior Notes due 2011
On October 2, 2003, EDBS sold $1.0 billion principal amount of the 6 3/8% Senior Notes which mature October 1,
2011 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 6 3/8% 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
5 3/4% 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 6 3/8% Senior Notes for new issues of identical debt securities registered
under the Securities Act of 1933.
The 6 3/8% 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, together with accrued and unpaid interest. Prior to October 1,
2006, we may also redeem up to 35% of each of the 6 3/8% Senior Notes at specified premiums with the net cash
proceeds from certain equity offerings or capital contributions.
The 6 3/8% 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 6 3/8% Senior Notes (the “6 3/8% 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 6 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.