Dish Network 2007 Annual Report Download - page 114

Table of Contents
ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued
paid of $16.4 million, along with unamortized debt issuance costs of $3.6 million, were recorded as charges to earnings in February 2007.
3% Convertible Subordinated Note due 2010
The 3% Convertible Subordinated Note, which was sold to AT&T in a privately negotiated transaction, matures July 21, 2010 and is
convertible into approximately 6.87 million shares of our Class A common stock at the option of AT&T at $72.82 per share, subject to
adjustment in certain circumstances. Interest accrues at an annual rate of 3% and is payable semi-annually in cash, in arrears on June 30 and
December 31 of each year.
The 3% Convertible Subordinated Note due 2010 is:
The indenture related to the 3% Convertible Subordinated Note due 2010 contains certain restrictive covenants that do not impose material
limitations on us.
In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of
the holder’
s 3% Convertible Subordinated Note due 2010 at a purchase price equal to 100% of the aggregate principal amount thereof, together
with accrued and unpaid interest thereon, to the date of repurchase. Commencing July 21, 2008, we may redeem, and AT&T may require us to
purchase, all or a portion of the note without premium.
Floating Rate Senior Notes due 2008
On October 1, 2006, we redeemed the balance of our outstanding Floating Rate Senior Notes due 2008. In accordance with the terms of the
indenture governing the notes, the principal amount of the notes of $500.0 million was redeemed at 101.0%, for a total of $505.0 million. The
premium paid of $5.0 million, along with unamortized debt issuance costs of $1.0 million, were recorded as charges to earnings in
October 2006.
5 3/4% Senior Notes due 2008
The 5 3/4% Senior Notes mature October 1, 2008. 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.
The 5 3/4% Senior Notes are 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.
The 5 3/4% Senior Notes are:
F-27
•
general unsecured obligations;
•
ranked junior in right of payment with all of our existing and future senior debt;
•
ranked equal in right of payment to our existing convertible subordinated debt; and
• ranked equal in right of payment to all other existing and future indebtedness whenever the instrument expressly provides that such
indebtedness ranks equal with the 3% Convertible Subordinated Note due 2010.
•
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 guarantors’ current and future secured senior indebtedness up to the value of the collateral
securing such indebtedness.