Dish Network 2004 Annual Report Download - page 109

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ECHOSTAR COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued
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 6 3/8% 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.
3% Convertible Subordinated Note due 2011
On August 25, 2004, we sold $25.0 million principal amount of the 3% Convertible Subordinated Note due 2011 which
mature August 25, 2011 to CenturyTel Service Group, LLC (“CTL”) in a privately negotiated transaction. 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, commencing December 31, 2004.
The 3% Convertible Subordinated Note due 2011 is convertible into approximately 398,724 shares of our Class A
common stock at the option of CTL at $62.70 per share, subject to adjustment in certain circumstances.
The 3% Convertible Subordinated Note due 2011 is:
• 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
2011.
The indenture related to the 3% Convertible Subordinated Note due 2011 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 will be required to make an offer to
repurchase all or any part of the holder’s 3% Convertible Subordinated Note due 2011 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 August 25, 2009, we may redeem, and CTL may require us to purchase, all or a portion
of the note without premium.
6 5/8% Senior Notes due 2014
On October 1, 2004, we sold $1.0 billion principal amount of our 6 5/8% Senior Notes which mature October 1, 2014
in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933.
Interest accrues at an annual rate of 6 5/8% and is payable semi-annually in cash in arrears on April 1 and October 1 of
each year, commencing April 1, 2005. The proceeds, together with available cash, were used to redeem all of our
outstanding 10 3/8% Senior Notes due 2007.
We have agreed to offer to exchange the 6 5/8% Senior Notes for new issues of identical debt securities registered
under the Securities Act of 1933.
The 6 5/8% 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, 2007, we may also redeem up to 35% of each of the 6 5/8% Senior Notes at
specified premiums with the net cash proceeds from certain equity offerings or capital contributions.
F–29