Dish Network 2002 Annual Report Download - page 88

ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
F-28
In the event of a change of control, as defined in the 9 1/8% Seven Year Notes Indenture, EDBS will be
required to make an offer to repurchase all or any part of a holder’s 9 1/8% Seven Year 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 7/8% Convertible Notes
On December 2, 1999, EchoStar sold $1 billion principal amount of the 4 7/8% Convertible Notes, which
mature January 1, 2007. Interest accrues at an annual rate of 4 7/8% and is payable semi-annually in cash, in arrears on
January 1 and July 1 of each year, commencing July 1, 2000.
The 4 7/8% Convertible Notes are general unsecured obligations, which rank junior in right of payment to:
• all existing and future senior obligations;
• all of EchoStar’s secured debts to the extent of the value of the assets securing those debts; and
• all existing and future debts and other liabilities or EchoStar’s subsidiaries.
Except under certain circumstances requiring prepayment premiums, and in other limited circumstances, the
4 7/8% Convertible Notes are not redeemable at EchoStar’s option prior to January 1, 2003. Thereafter, the 4 7/8%
Convertible Notes will be subject to redemption, at the option of the Company, in whole or in part, at redemption prices
decreasing from 102.786% during the year commencing January 1, 2003 to 100% on January 1, 2007, together with
accrued and unpaid interest thereon to the redemption date.
The 4 7/8% Convertible Notes, unless previously redeemed, are convertible at the option of the holder any time
after 90 days following the date of their original issuance and prior to maturity into shares of our class A common stock
at a conversion price of $45.44 per share.
The indenture related to the 4 7/8% Convertible Notes (the “4 7/8% Convertible Notes Indenture”) contain
certain restrictive covenants that do not impose material limitations on EchoStar.
In the event of a change of control, as defined in the 4 7/8% Convertible Notes Indenture, EchoStar will be
required to make an offer to repurchase all or any part of the holder’s 4 7/8% Convertible 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 3/4% Convertible Notes
On May 24, 2001, EchoStar sold $1 billion principal amount of the 5 3/4% Convertible Notes, which mature
May 15, 2008. Interest accrues at an annual rate of 5 3/4% and is payable semi-annually in cash, in arrears on May 15
and November 15 of each year, commencing November 15, 2001.
The 5 3/4% Convertible Notes are general unsecured obligations, which rank equal to EchoStar’s 4 7/8%
Convertible Notes and junior in right of payment to:
• all existing and future senior obligations;
• all of EchoStar’s secured debts to the extent of the value of the assets securing those debts; and
• all existing and future debts and other liabilities or EchoStar’s subsidiaries.
Except under certain circumstances requiring prepayment premiums, and in other limited circumstances, the
5 3/4% Convertible Notes are not redeemable at EchoStar’s option prior to May 15, 2004. Thereafter, the 5 3/4%
Convertible Notes will be subject to redemption, at the option of the Company, in whole or in part, at redemption prices
decreasing from 103.286% during the year commencing May 15, 2004 to 100% on May 15, 2008, together with accrued
and unpaid interest thereon to the redemption date.