Dish Network 2012 Annual Report Download - page 74

DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The 7 7/8% 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 7/8% 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 7 7/8% 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.
6 3/4% Senior Notes due 2021
On May 5, 2011, we issued $2.0 billion aggregate principal amount of our ten-year, 6 3/4% Senior Notes due June 1,
2021 at an issue price of 99.093%. Interest accrues at an annual rate of 6 3/4% and is payable semi-annually in cash,
in arrears on June 1 and December 1 of each year.
The 6 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. Prior to June 1, 2014, we may also redeem up to 35% of each of the 6 3/4% Senior Notes at specified
premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 6 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 6 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 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
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DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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 6 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.
5 7/8% Senior Notes due 2022
On May 16, 2012, we issued $1.0 billion aggregate principal amount of our ten-year, 5 7/8% Senior Notes due July
15, 2022 at an issue price of 100.0%. Interest accrues at an annual rate of 5 7/8% and is payable semi-annually in
cash, in arrears on January 15 and July 15 of each year, commencing on January 15, 2013.
On July 26, 2012, we issued an additional $1.0 billion aggregate principal amount of our ten-year, 5 7/8% Senior Notes
due July 15, 2022 at an issue price of 100.75% plus accrued interest from May 16, 2012. These notes were issued as
additional notes under the related indenture, pursuant to which we issued on May 16, 2012 $1.0 billion in aggregate
principal amount of our 5 7/8% Senior Notes due 2022 discussed above. These notes and the notes previously issued
under the related indenture will be treated as a single class of debt securities under the related indenture.
The 5 7/8% 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 5 7/8% Senior Notes at specified
premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 5 7/8% 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 5 7/8% 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 5 7/8% 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.
5 % Senior Notes due 2023
On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5 % Senior Notes due March 15,
2023 at an issue price of 100.0%. Interest accrues at an annual rate of 5 % and is payable semi-annually in cash, in
arrears on March 15 and September 15 of each year, commencing on September 15, 2013.
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