Bond DISH Network 5% ( US25470XAL91 ) in USD

Issuer DISH Network
Market price 100 %  ▼ 
Country  United States
ISIN code  US25470XAL91 ( in USD )
Interest rate 5% per year ( payment 2 times a year)
Maturity 14/03/2023 - Bond has expired



Prospectus brochure of the bond DISH DBS US25470XAL91 in USD 5%, expired


Minimal amount 2 000 USD
Total amount 1 499 750 000 USD
Cusip 25470XAL9
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating B2 ( Highly speculative )
Detailed description DISH DBS is a direct-broadcast satellite television provider offering a wide range of channels and programming packages, including options for streaming and internet services.

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAL91, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2023

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAL91, was rated B2 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAL91, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187374

PROSPECTUS

DISH DBS CORPORATION

Offer to Exchange up to $1,500,000,000 aggregate principal amount of new
5% Senior Notes due 2023,
which have been registered under the Securities Act of 1933,
for any and all of its outstanding 5% Senior Notes due 2023,
Subject to the Terms and Conditions described in this Prospectus

The Exchange Offer will expire at 5:00 p.m., New York City time, on May 9, 2013,
unless extended


We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new 5% Senior
Notes due 2023 for all of our outstanding 5% Senior Notes due 2023. We refer to our outstanding 5% Senior Notes due 2023 as the "Old Notes" and the new 5%
Senior Notes due 2023 issued in this offer as the "Notes." The Notes are substantially identical to the Old Notes that we issued on December 27, 2012, except for
certain transfer restrictions and registration rights provisions relating to the Old Notes. The CUSIP numbers for the Old Notes are 25470X AK1 and U25486 AF5.

MATERIAL TERMS OF THE EXCHANGE OFFER

·
You will receive an equal principal amount of Notes for all Old Notes that you validly tender and do not validly withdraw.


·
The exchange should not be a taxable exchange for United States federal income tax purposes.


·
There has been no public market for the Old Notes and we cannot assure you that any public market for the Notes will develop. We do not intend to list the

Notes on any securities exchange or to arrange for them to be quoted on any automated quotation system.

·
The terms of the Notes are substantially identical to those of the Old Notes, except for certain transfer restrictions and registration rights relating to the Old

Notes.

·
If you fail to tender your Old Notes for the Notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.



Investing in the Notes involves risks. Consider carefully the "Risk Factors" beginning on page 11 of this prospectus.


We are not making this exchange offer in any state where it is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is April 11, 2013.

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WHERE YOU CAN FIND MORE INFORMATION
i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
1
SUMMARY
4
RISK FACTORS
11
BUSINESS
32
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
41
THE EXCHANGE OFFER
57
DESCRIPTION OF THE NOTES
64
CAPITALIZATION
101
DESCRIPTION OF MATERIAL INDEBTEDNESS
102
REGISTRATION RIGHTS
103
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER
105
BENEFIT PLAN INVESTOR CONSIDERATIONS
106
BOOK-ENTRY, DELIVERY AND FORM
107
PLAN OF DISTRIBUTION
110
VALIDITY OF THE NOTES
111
EXPERTS
111
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
111
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to exchange only the Notes offered by this prospectus and only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 under the Securities Act of 1933 (the "Securities
Act") that registers the Notes that will be offered in exchange for the Old Notes. The registration statement, including the attached exhibits and schedules, contains
additional relevant information about us and the Notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the
registration statement.

This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. This information is
available without charge upon written or oral request directed to: Investor Relations, DISH DBS Corporation, 9601 South Meridian Boulevard, Englewood, Colorado
80112; telephone number: (303) 723-1000. To obtain timely delivery, you must request the information no later than May 2, 2013.

Additionally, this prospectus contains summaries and other information that we believe are accurate as of the date hereof with respect to the terms of specific
documents, but we refer to the actual documents for complete information with respect to those documents, copies of which will be made available without charge to
you upon request, for complete information with respect to those documents. Statements contained in this prospectus as to the contents of any contract or other
documents referred to in this prospectus do not purport to be complete. Where reference is made to the particular provisions of a contract or other document, the
provisions are qualified in all respects by reference to all of the provisions of the contract or other document. Our data and industry data are approximate and reflect
rounding in certain cases.

We and our parent company, DISH Network Corporation ("DISH Network"), are each subject to the reporting and informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and accordingly file reports, proxy statements and other information with the SEC. These reports, proxy statements and
other information may be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain

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information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports and other
information that we file electronically with the SEC. The address of that website is http://www.sec.gov. Our filings with the SEC and those of DISH Network are also
accessible free of charge at our website, the address of which is http://www.dish.com.

The Class A common stock of our parent company, DISH Network, is traded under the symbol "DISH" on the Nasdaq Global Select Market. DISH Network has
not guaranteed and is not otherwise responsible for the Notes.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We make "forward-looking statements" throughout this prospectus, including the documents incorporated herein by reference. Whenever you read a statement that is
not simply a statement of historical fact (such as when we describe what we "believe," "intend," "plan," "estimate," "expect" or "anticipate" will occur, and other
similar statements), you must remember that our expectations may not be achieved, even though we believe they are reasonable. We do not guarantee that any future
transactions or events described in this prospectus will happen as described or that they will happen at all. You should read this prospectus in its entirety and with the
understanding that actual future results may be materially different from what we expect. Whether actual events or results will conform with our expectations and
predictions is subject to a number of risks and uncertainties. The risks and uncertainties include, but are not limited to, the following:

Competition and Economic Risks Affecting Our Business

·
We face intense and increasing competition from satellite television providers, cable companies and telecommunications companies, especially as the pay-TV

industry has matured, which may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher
subscriber churn.

·
Competition from digital media companies that provide or facilitate the delivery of video content via the Internet may reduce our gross new subscriber

activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us.

·
Sustained economic weakness, including continued high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain

our business.

·
Our competitors may be able to leverage their relationships with programmers to reduce their programming costs and offer exclusive content that will place

them at a competitive advantage to us.

·
We face increasing competition from other distributors of unique programming services such as foreign language and sports programming that may limit our

ability to maintain subscribers that desire these unique programming services.

Operational and Service Delivery Risks Affecting Our Business

·
If we do not continue improving our operational performance and customer satisfaction, our gross new subscriber activations may decrease and our

subscriber churn may increase.

·
If our gross new subscriber activations decrease, or if subscriber churn, subscriber acquisition costs or retention costs increase, our financial performance

will be adversely affected.

·
Programming expenses are increasing and could adversely affect our future financial condition and results of operations.


·
We depend on others to provide the programming that we offer to our subscribers and, if we lose access to this programming, our gross new subscriber

activations may decline and subscriber churn may increase.

·
Our local programming strategy faces uncertainty because we may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at

all, from local network stations.

·
We may be required to make substantial additional investments to maintain competitive programming offerings.


·
Any failure or inadequacy of our information technology infrastructure could harm our business.


·
We currently depend on EchoStar Corporation and its subsidiaries, or EchoStar, to design, develop and manufacture all of our new set-top boxes and certain

related components, and to provide transponder capacity, digital broadcast

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operations and other services to us. Our business would be adversely affected if EchoStar ceases to provide these products and services to us and we are
unable to obtain suitable replacement products and services from third parties.

·
We operate in an extremely competitive environment and our success may depend in part on our timely introduction and implementation of, and effective

investment in, new competitive products and services, the failure of which could negatively impact our business.

·
Technology in our industry changes rapidly and our inability to offer new subscribers and upgrade existing subscribers with more advanced equipment could

cause our products and services to become obsolete.

·
We rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing

systems, and security access devices, and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

·
Our sole supplier of new set-top boxes, EchoStar, relies on a few suppliers and in some cases a single supplier, for many components of our new set-top

boxes, and any reduction or interruption in supplies or significant increase in the price of supplies could have a negative impact on our business.

·
Our programming signals are subject to theft, and we are vulnerable to other forms of fraud that could require us to make significant expenditures to remedy.


·
We depend on third parties to solicit orders for our services that represent a significant percentage of our total gross new subscriber activations.


·
We have limited owned and leased satellite capacity and failures or reduced capacity could adversely affect our business.


·
Our owned and leased satellites are subject to construction, launch, operational and environmental risks that could limit our ability to utilize these satellites.


·
We generally do not carry commercial insurance for any of the in-orbit satellites that we use, other than certain satellites leased from third parties, and could

face significant impairment charges if one of our satellites fails.

·
We may have potential conflicts of interest with EchoStar due to DISH Network's common ownership and management.


·
We rely on key personnel and the loss of their services may negatively affect our businesses.


Acquisition and Capital Structure Risks Affecting Our Business

·
Our parent, DISH Network, made a substantial investment to acquire certain 2 GHz wireless spectrum licenses and other assets from DBSD North America

Inc. ("DBSD North America") and TerreStar Networks, Inc. ("TerreStar"). DISH Network will be required to make significant additional investments or
partner with others to commercialize these licenses and assets.

·
Our parent, DISH Network, made a substantial investment to acquire certain 700 MHz wireless spectrum licenses and will be required to make significant

additional investments or partner with others to commercialize these licenses.

·
To the extent our parent, DISH Network, commercializes its wireless spectrum licenses, it will face certain risks entering and competing in the wireless

services industry and operating a wireless services business.

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·
We may pursue acquisitions and other strategic transactions to complement or expand our business that may not be successful and we may lose up to the entire

value of our investment in these acquisitions and transactions.

·
We may need additional capital, which may not be available on acceptable terms or at all, to continue investing in our business and to finance acquisitions and

other strategic transactions.

·
Our parent, DISH Network, is controlled by one principal stockholder who is also our Chairman.


Legal and Regulatory Risks Affecting Our Business

·
Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.


·
We are party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding

intellectual property.

·
Our ability to distribute video content via the Internet involves regulatory risk.


·
Changes in the Cable Act, and/or the Federal Communications Commission ("FCC") rules that implement the Cable Act, may limit our ability to access

programming from cable-affiliated programmers at non-discriminatory rates.

·
The injunction against our retransmission of distant networks, which is currently waived, may be reinstated.


·
We are subject to significant regulatory oversight, and changes in applicable regulatory requirements, including any adoption or modification of laws or

regulations relating to the Internet, could adversely affect our business.

·
Our business depends on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted.


·
We are subject to digital high-definition ("HD") "carry-one, carry-all" requirements that cause capacity constraints.


·
There can be no assurance that there will not be deficiencies leading to material weaknesses in our internal control over financial reporting.


·
We may face other risks described from time to time in periodic and current reports we file with the SEC.


All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the
risks described herein and should not place undue reliance on any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity,
performance or achievements. We do not assume responsibility for the accuracy and completeness of the forward-looking statements. We assume no responsibility for
updating forward-looking information contained or incorporated by reference herein or in any reports we file with the SEC.

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans
could differ materially from those expressed in any forward-looking statements.

You should read carefully the section of this prospectus under the heading "Risk Factors" beginning on page 11.

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SUMMARY

In this prospectus, the words "we," "our," "us," "DISH DBS" and the "Company" refer to DISH DBS Corporation and its subsidiaries, unless otherwise
stated or required by the context. "DISH Network" refers to DISH Network Corporation, our ultimate parent company, and its subsidiaries, including us, unless
otherwise stated or required by the context. "EchoStar" refers to EchoStar Corporation and its subsidiaries, unless otherwise stated or required by the context.
This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that
you should consider before investing in the Notes. You should carefully read the entire prospectus, including the sections under the headings "Risk Factors" and
"Disclosure Regarding Forward-Looking Statements."

DISH DBS Corporation

DISH DBS is a holding company and an indirect, wholly-owned subsidiary of DISH Network, a publicly traded company listed on the Nasdaq Global Select
Market. DISH DBS was formed under Colorado law in January 1996.

We operate the DISH® branded direct broadcast satellite ("DBS") pay-TV service, which had 14.056 million subscribers in the United States as of December 31,
2012.

On January 1, 2008, DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets (the "Spin-off") into a
separate publicly-traded company, EchoStar. DISH Network and EchoStar operate as separate publicly-traded companies, and neither entity has any ownership interest
in the other. However, a substantial majority of the voting power of the shares of both DISH Network and EchoStar is owned beneficially by Charles W. Ergen, our
Chairman, or by certain trusts established by Mr. Ergen for the benefit of his family. EchoStar is our sole supplier of digital set-top boxes and digital broadcast
operations. In addition, EchoStar is a key supplier of transponder capacity and related services to us.

Our business strategy is to be the best provider of video services in the United States by providing high-quality products, outstanding customer service, and great
value. We promote DISH branded programming packages as providing our subscribers with a better "price-to-value" relationship than those available from other
subscription television providers. We believe that there continues to be unsatisfied demand for high-quality, reasonably priced television programming services.

·
High-Quality Products. We offer a wide selection of local and national programming, featuring more national and local HD channels than most pay-TV

providers. We have been a technology leader in our industry, introducing award-winning DVRs, dual tuner receivers, 1080p video on demand, and external hard
drives. To maintain and enhance our competitiveness over the long term, we introduced a new whole-home HD DVR receiver, the Hopper® set-top box, that
allows, among other things, recorded programming to be viewed in HD in multiple rooms. We recently introduced the Hopper set-top box with Sling, which
promotes a suite of integrated products designed to maximize the convenience and ease of watching TV anytime and anywhere, which we refer to as DISH
AnywhereTM that utilizes, among other things, online access and Slingbox "placeshifting" technology. In addition, the Hopper with Sling has several innovative
features which allows customers to watch and record television programming through certain tablet computers and combines program-discovery tools, social
media engagement and remote-control capabilities through the use of certain tablet computers.

·
Outstanding Customer Service. We strive to provide outstanding customer service by improving the quality of the initial installation of subscriber equipment,

improving the reliability of our equipment, better educating our customers about our products and services, and resolving customer problems promptly and
effectively when they arise.

·
Great Value. We have historically been viewed as the low-cost provider in the pay-TV industry in the U.S. because we seek to offer the lowest everyday prices

available to consumers after introductory promotions expire.


Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112, and our telephone number is (303) 723-1000. Our
filings with the SEC and those of DISH Network are accessible free of charge at www.dish.com. None of the information or materials posted, contained or referred to at
www.dish.com is incorporated by reference in, or otherwise made a part of, this prospectus, except as specifically described under the caption "Incorporation of
Certain Documents by Reference."

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The Exchange Offer

The exchange offer relates to the exchange of up to $1,500,000,000 aggregate principal amount of outstanding 5% Senior Notes due 2023, for an equal aggregate
principal amount of the Notes. The form and terms of the Notes are identical in all material respects to the form and terms of the outstanding Old Notes, except that the
Notes will be registered under the Securities Act, and therefore they will not bear legends restricting their transfer.

The Exchange Offer
We are offering to exchange $1,000 principal amount of our Notes that we have registered under the Securities
Act for each $1,000 principal amount of outstanding Old Notes. Old Notes tendered in the exchange offer must
be in minimum denominations of $2,000 principal amount and any integral multiples of $1,000 in excess
thereof. In order for us to exchange your Old Notes, you must validly tender them to us and we must accept
them. We will exchange all outstanding Old Notes that are validly tendered and not validly withdrawn.




Resale of the Notes
Based on interpretations by the staff of the SEC set forth in no-action letters issued to other parties, we believe
that you may offer for resale, resell and otherwise transfer your Notes without compliance with the registration
and prospectus delivery provisions of the Securities Act if you are not our affiliate and you acquire the Notes
issued in the exchange offer in the ordinary course.

You must also represent to us that you are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate in the distribution of the Notes we issue to you in
the exchange offer.

Each broker-dealer that receives Notes in the exchange offer for its own account in exchange for Old Notes
that it acquired as a result of market-making or other trading activities must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of the Notes issued in
the exchange offer. You may not participate in the exchange offer if you are a broker-dealer who purchased
such outstanding Old Notes directly from us for resale pursuant to Rule 144A or any other available exemption
under the Securities Act.




Expiration date
The exchange offer will expire at 5:00 p.m., New York City time, on May 9, 2013, unless we decide to extend
the expiration date. We may extend the expiration date for any reason. If we fail to consummate the exchange
offer, you will have certain rights against us under the registration rights agreement we entered into as part of
the offering of the Old Notes.




Special procedures for beneficial owners
If you are the beneficial owner of Old Notes and you registered your Old Notes in the name of a broker or
other institution, and you wish to participate in the exchange, you should promptly contact the person in whose
name you registered your Old Notes and instruct that person to tender the Old Notes on your behalf. If you wish
to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and
delivering your outstanding Old Notes, either make appropriate arrangements to register ownership of the
outstanding Old Notes in your name or obtain a properly completed bond power from the registered holder.
The transfer of record ownership may take considerable time.


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Guaranteed delivery procedures
If you wish to tender your Old Notes and time will not permit your required documents to reach the exchange
agent by the expiration date, or you cannot complete the procedure for book-entry transfer on time or you
cannot deliver your certificates for registered Old Notes on time, you may tender your Old Notes pursuant to
the procedures described in this prospectus under the heading "The Exchange Offer--How to use the
guaranteed delivery procedures if you will not have enough time to send all documents to us."




Withdrawal rights
You may withdraw the tender of your Old Notes at any time prior to the expiration date.




Tax consequences
An exchange of Old Notes for Notes should not be subject to United States federal income tax. See "United
States Federal Income Tax Considerations of the Exchange Offer" below.




Use of proceeds
We will not receive any proceeds from the issuance of Notes pursuant to the exchange offer. Old Notes that are
validly tendered and exchanged will be retired and canceled.




Exchange Agent
You can reach the Exchange Agent, Wells Fargo Bank, National Association at MAC - N9303-121, Corporate
Trust Operations, P.O. Box 1517, Minneapolis, Minnesota 55480-1517. For more information with respect to
the exchange offer, you may call the Exchange Agent at (800) 344-5128; the fax number for the Exchange Agent
is (612) 667-6282 (Attention: Bondholder Communications).


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The Notes

The exchange offer applies to $1,500,000,000 aggregate principal amount of 5% Senior Notes due 2023. The form and terms of the Notes are identical in all
material respects to the form and terms of the outstanding Old Notes except that the Notes will be registered under the Securities Act, and therefore they will not bear
legends restricting their transfer. The Notes will be entitled to the benefits of the indenture governing the Notes. See "Description of the Notes." As used in this
summary of the Notes, "subsidiaries" refers to our direct and indirect subsidiaries.

Issuer
DISH DBS Corporation, a Colorado corporation.




Notes Offered
$1,500,000,000 aggregate principal amount of 5% Senior Notes due 2023.




Maturity
March 15, 2023.




Interest Payment Dates
Semi-annually, on March 15 and September 15 of each year, commencing September 15, 2013. Interest will
accrue from the most recent date through which interest has been paid, or if no interest has been paid, from the
date of original issuance of the Old Notes.




Ranking
The Notes will be our unsecured senior obligations and will rank equally with all of our current and future
unsecured senior debt and senior to all of our future subordinated debt. The Notes will effectively rank junior
to any of our existing and future secured debt to the extent of the value of the assets securing such debt. As of
December 31, 2012, after giving effect to the issuance in April 2013 of $1.1 billion aggregate principal amount
of our 5.125% Senior Notes due 2020 and $1.2 billion aggregate principal amount of our 4.250% Senior
Notes due 2018, the Notes would have ranked equally with approximately $12.35 billion of our other
unsecured debt.




Guarantees
The Notes will be guaranteed by our principal operating subsidiaries on a senior basis. The guarantees will be
unsecured senior obligations of the guarantors and will rank equally with all of the current and future
unsecured senior debt of the guarantors and senior to all existing and future subordinated debt of the
guarantors. The guarantees will effectively rank junior to any existing and future secured debt of the guarantors
to the extent of the value of the assets securing such debt. Neither DISH Network nor any of its subsidiaries,
other than us and our principal operating subsidiaries, will be obligated under the Notes or any guarantee of
the Notes. See "Description of the Notes--Brief Description of the Notes--The Guarantees."




Redemption
The Notes will be redeemable, in each case, in whole or in part, at any time at a redemption price equal to
100% of their principal amount plus a "make-whole" premium, together with accrued and unpaid interest to the
redemption date.

Prior to March 15, 2016, we may also redeem up to 35% of the Notes at a purchase price equal to 105% of the
principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, as of the date of redemption
with the net cash proceeds from certain equity offerings or capital contributions. See "Description of the
Notes--Optional Redemption."




Change of Control
If a Change of Control Event occurs, as that term is defined in "Description of the Notes -- Certain
Definitions," holders of the Notes will have the right, subject to certain conditions, to require us to repurchase
their Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus
accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes -- Change of
Control Offer" for further information regarding the conditions that would apply if we must offer holders this
repurchase right.


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