Dish Network 2004 Annual Report Download - page 107

ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued
Floating Rate Senior Notes due 2008
On October 2, 2003, we sold $500.0 million principal amount of our Floating Rate Senior Notes which mature
October 1, 2008. Interest accrues at a floating rate based on the three month LIBOR plus 3.25%, and is payable
quarterly in cash in arrears on January 1, April 1, July 1 and October 1 of each year, commencing January 1, 2004.
The interest rate at December 31, 2004 was 5.81%. The proceeds, along with proceeds from the 5 3/4% and 6 3/8%
Senior Notes, were used primarily to repurchase or redeem all or a portion of our outstanding 9 3/8% Senior Notes
due 2009 and other outstanding debt securities, and for general corporate purposes.
The Floating Rate Senior Notes will be redeemable, in whole or in part, at any time beginning October 1, 2005 at
redemption prices decreasing from 102% during the year commencing October 1, 2005 to 100% on or after October 1,
2007. Prior to October 1, 2005, we may also redeem up to 35% of each of the Floating Rate Senior Notes at premiums
specified in the indenture with the net cash proceeds from certain equity offerings or capital contributions.
The Floating Rate 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 our Floating Rate Senior Notes (the “Floating Rate 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, we will be required to make an offer to
repurchase all or any part of a holder’s Floating Rate 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 3/4% Senior Notes due 2008
On October 2, 2003, we sold $1.0 billion principal amount of our 5 3/4% Senior Notes which 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, commencing April 1, 2004. The proceeds, along with proceeds from the Floating Rate Senior Notes and the
6 3/8% Senior Notes, were used primarily to repurchase or redeem all or a portion of our outstanding 9 3/8% Senior
Notes due 2009 and other outstanding debt securities, and for general corporate purposes.
The 5 3/4% 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, as defined in the related indenture, together with accrued and
unpaid interest. Prior to October 1, 2006, we may also redeem up to 35% of each of the 5 3/4% Senior Notes at
specified premiums with the net cash proceeds from certain equity offerings or capital contributions.
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