Dish Network 2012 Annual Report Download - page 73

DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The 7 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest.
The 7 3/4% Senior Notes are:
x general unsecured senior obligations of DISH DBS;
x ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future
unsecured senior debt; and
x ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to
the value of the collateral securing such indebtedness.
The indenture related to the 7 3/4% Senior Notes contains restrictive covenants that, among other things, impose
limitations on the ability of DISH DBS and its restricted subsidiaries to:
x incur additional debt;
x pay dividends or make distribution on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;
x make certain investments;
x create liens or enter into sale and leaseback transactions;
x enter into transactions with affiliates;
x merge or consolidate with another company; and
x transfer or sell assets.
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 a holder’s 7 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.
7 1/8% Senior Notes due 2016
The 7 1/8% Senior Notes mature February 1, 2016. Interest accrues at an annual rate of 7 1/8% and is payable
semi-annually in cash, in arrears on February 1 and August 1 of each year.
The 7 1/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest.
The 7 1/8% Senior Notes are:
x general unsecured senior obligations of DISH DBS;
x ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future
unsecured senior debt; and
x ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to
the value of the collateral securing such indebtedness.
The indenture related to the 7 1/8% Senior Notes contains restrictive covenants that, among other things, impose
limitations on the ability of DISH DBS and its restricted subsidiaries to:
x incur additional debt;
x pay dividends or make distribution on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;
x make certain investments;
x create liens or enter into sale and leaseback transactions;
F-36
DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
x enter into transactions with affiliates;
x merge or consolidate with another company; and
x transfer or sell assets.
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 a holder’s 7 1/8% 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 5/8% Senior Notes due 2017
On May 16, 2012, we issued $900 million aggregate principal amount of our five-year, 4 5/8% Senior Notes due July
15, 2017 at an issue price of 100.0%. Interest accrues at an annual rate of 4 5/8% and is payable semi-annually in
cash, in arrears on January 15 and July 15 of each year, commencing on January 15, 2013.
The 4 5/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100.0% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest. Prior to July 15, 2015, we may also redeem up to 35.0% of each of the 4 5/8% Senior Notes at specified
premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 4 5/8% Senior Notes are:
x general unsecured senior obligations of DISH DBS;
x ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future
unsecured senior debt; and
x ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to
the value of the collateral securing such indebtedness.
The indenture related to the 4 5/8% Senior Notes contains restrictive covenants that, among other things, impose
limitations on the ability of DISH DBS and its restricted subsidiaries to:
x incur additional debt;
x pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;
x make certain investments;
x create liens or enter into sale and leaseback transactions;
x enter into transactions with affiliates;
x merge or consolidate with another company; and
x transfer or sell assets.
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 a holder’s 4 5/8% 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.
7 7/8% Senior Notes due 2019
The 7 7/8% Senior Notes mature September 1, 2019. Interest accrues at an annual rate of 7 7/8% and is payable
semi-annually in cash, in arrears on March 1 and September 1 of each year.
The 7 7/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest.
F-37