Dish Network 2010 Annual Report Download - page 114

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DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
F-29
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 % 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 % Senior Notes due 2019
On August 17, 2009, we issued $1.0 billion aggregate principal amount of our ten-year, 7 % Senior Notes
due September 1, 2019 at an issue price of 97.467%. Interest accrues at an annual rate of 7 % and is
payable semi-annually in cash, in arrears on March 1 and September 1 of each year.
On October 5, 2009, we issued $400 million aggregate principal amount of additional 7 % Senior Notes due
2019 at an issue price of 101.750% plus accrued interest from August 17, 2009. These notes were issued as
additional notes under the indenture, dated as of August 17, 2009, pursuant to which we issued the $1.0 billion
discussed above. These notes and the notes previously issued under the related indenture will be treated as a
single class of debt securities.
The 7 % 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 September 1, 2012, we may also redeem up to 35% of each of the 7 %
Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital
contributions.
The 7 % Senior Notes are:
general unsecured senior obligations of DDBS;
ranked equally in right of payment with all of DDBS’ and the guarantors’ existing and future
unsecured senior debt; and
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 % Senior Notes contains restrictive covenants that, among other things,
impose limitations on the ability of DDBS and its restricted subsidiaries to:
incur additional debt;
pay dividends or make distributions on DDBS’ capital stock or repurchase DDBS’ capital stock;
make certain investments;
create liens or enter into sale and leaseback transactions;
enter into transactions with affiliates;
merge or consolidate with another company; and
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 % 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.