THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2009, UNLESS EXTENDED (THE
“EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO
THE EXPIRATION DATE.
DISH DBS CORPORATION
9601 South Meridian Blvd.
Englewood, Colorado 80112
To Exchange
7.875% Senior Notes due 2019
Exchange Agent:
U.S. BANK NATIONAL ASSOCIATION
To: U.S. Bank National
Association
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By mail/hand delivery/overnight
delivery :
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U.S. Bank National
Association
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Attention:
Specialized Finance Group
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Attn: Specialized Finance
Group
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60 Livingston Avenue
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Confirm by
telephone to :
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St. Paul, Minnesota 55107
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Delivery of
this instrument to an address other than as set forth above or
transmission of this instrument to a facsimile number other than as
set forth above does not constitute a valid
delivery.
The
undersigned acknowledges receipt of the Prospectus dated
, 2009 (the “Prospectus”) of DISH DBS Corporation, a
Colorado corporation (the “Issuer”), and this Letter of
Transmittal (this “Letter”) for the Issuer’s
7.875% Senior Notes due 2019 (the “Old Notes”) which
may be amended from time to time, which together constitute the
Issuer’s offer (the “Exchange Offer”) to exchange
$1,000 principal amount of its newly issued 7.875% Senior Notes due
2019 (the “Exchange Notes”) for each $1,000 in
principal amount of its outstanding Old Notes that were issued and
sold in a transaction exempt from registration under the Securities
Act of 1933, as amended (the “Securities
Act”).
The
undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the
Exchange Offer.
All
holders of Old Notes who wish to tender their Old Notes must, prior
to the Expiration Date: (1) complete, sign, date and deliver
this Letter, or a facsimile thereof, to the Exchange Agent, in
person or to the address set forth above; and (2) tender his
or her Old Notes or, if a tender of Old Notes is to be made by
book-entry transfer to the account maintained by the Exchange Agent
at The Depository Trust Company (the “Book-Entry Transfer
Facility”), confirm such book-entry transfer (a
“Book-Entry Confirmation”), in each case in accordance
with the procedures for tendering described in the Instructions to
this Letter. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their
certificates or Book-Entry Confirmation and all other documents
required by this Letter to be delivered to the Exchange Agent on or
prior to the Expiration Date, must tender their Old Notes according
to the guaranteed delivery procedures set forth under the caption
“The Exchange Offer—How to use the guaranteed delivery
procedures if you will not have enough time to send all documents
to us” in the Prospectus. (See Instruction 1).
Upon
the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Old Notes validly tendered and not
withdrawn and the issuance of the Exchange Notes will be made on
the Exchange Date. For the purposes of the Exchange Offer, the
Issuer shall be deemed to have accepted for exchange validly
tendered Old Notes when, as and if the Issuer has given written
notice thereof to the Exchange Agent. The Instructions included
with this Letter must be followed in their entirety. Questions and
requests for assistance or for additional copies of the Prospectus
or this Letter may be directed to the Exchange Agent, at the
address listed above, or to R. Stanton Dodge, Executive Vice
President, General Counsel and Secretary, DISH DBS Corporation,
9601 South Meridian Blvd., Englewood, Colorado 80112.
PLEASE READ
THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO
THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX
BELOW.
Capitalized
terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
2
List
in Box 1 below the Old Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers
and principal amount of Old Notes on a separate signed schedule and
affix that schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING
HOLDERS
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Name(s)
and
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Address(es)
of
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Principal Amount
of Old
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Registered
Holder(s)
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Aggregate
Principal
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Notes Tendered
if less
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(Please fill in
if blank)
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Certificate
Number(s)(1)
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Amount of Old
Notes
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than all
(2)
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1.
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Need not be completed if Old Notes
are being tendered by book-entry.
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2.
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Unless otherwise indicated, the
entire principal amount of Old Notes represented by a certificate
or Book- Entry Confirmation delivered to the Exchange Agent will be
deemed to have been tendered.
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3
The
Exchange Offer is subject to the more detailed terms set forth in
the Prospectus and, in case of any conflict between the terms of
the Prospectus and this Letter, the Prospectus shall
prevail.
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CHECK HERE IF TENDERED OLD NOTES ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
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Name
of Tendering Institution:
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CHECK HERE IF TENDERED OLD NOTES ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
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Name(s)
of Registered Owner(s):
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Date
of Execution of Notice of Guaranteed Delivery:
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Window
Ticket Number (if available):
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Name
of Eligible Institution which Guaranteed Delivery:
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CHECK HERE IF OLD NOTES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OR UNTENDERED
OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER(S)
SET FORTH ABOVE .
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4
Upon
the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Old Notes
indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered with this Letter, the
undersigned exchanges, assigns and transfers to, or upon the order
of, the Issuer all right, title and interest in and to the Old
Notes tendered. The undersigned constitutes and appoints the
Exchange Agent as his or her agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the
Issuer) with respect to the tendered Old Notes, with full power of
substitution, to: (a) deliver certificates for such Old Notes;
(b) deliver Old Notes and all accompanying evidence of
transfer and authenticity to or upon the order of the Issuer upon
receipt by the Exchange Agent, as the undersigned’s agent, of
the Exchange Notes to which the undersigned is entitled upon the
acceptance by the Issuer of the Old Notes tendered under the
Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Old Notes, all
in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The
undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the
Old Notes tendered hereby and to acquire the Exchange Notes and
that the Issuer will acquire good, marketable and unencumbered
title thereto, free and clear of all security interests, liens,
restrictions, charges and encumbrances and not subject to any
adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Issuer to be
necessary or desirable to complete the exchange, assignment and
transfer of the Old Notes tendered for exchange hereby. The
undersigned agrees that acceptance of any tendered Old Notes by the
Issuer and the issuance of Exchange Notes in exchange therefor
shall constitute performance in full by the Issuer of its
obligations under the Registration Rights Agreement (as defined in
the Prospectus) and that, upon the issuance of the Exchange Notes,
the Issuer will have no further obligations or liabilities
thereunder (except in certain limited circumstances).
The
undersigned hereby further represents to the Issuer that
(i) the Exchange Notes to be acquired pursuant to the Exchange
Offer will be acquired in the ordinary course of business of the
person acquiring the Exchange Notes, whether or not such person is
the undersigned, (ii) neither the undersigned nor any person
receiving any Exchange Notes directly or indirectly from the
undersigned pursuant to the Exchange Offer is engaging or intends
to engage in the distribution of the Exchange Notes and none of
them have any arrangement or understanding with any person to
participate in the distribution of the Exchange Notes,
(iii) the undersigned and each person receiving any Exchange
Notes directly or indirectly from the undersigned pursuant to the
Exchange Offer acknowledge and agree that any broker-dealer or any
person participating in the Exchange Offer for the purpose of
distributing the Exchange Notes (x) must comply with the
registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction of the
Exchange Notes acquired by such person and (y) cannot rely on
the position of the staff of the Securities and Exchange Commission
(the “Commission”) set forth in the Exxon Capital
Holdings Corporation no-action letter (available May 13,
1988) and the Morgan Stanley and Co., Inc. no-action letter
(available June 5, 1991), as interpreted in the
Commission’s no-action letter to Shearman &
Sterling dated July 2, 1993, and similar no-action
letters, (iv) the undersigned and each person receiving any
Exchange Notes directly or indirectly from the undersigned pursuant
to the Exchange Offer understand that a secondary resale
transaction described in clause (iii) above should be covered
by an effective registration statement and (v) neither the
undersigned nor any person receiving any Exchange Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer is
an “affiliate” of the Company, as defined under
Rule 405 under the Securities Act of 1933, as amended (the
“Securities Act”). If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account
in exchange for Old Notes that were acquired as a result of market
making or other trading activities, it acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however,
by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.
All
authority conferred or agreed to be conferred by this Letter shall
survive the death, incapacity, liquidation, dissolution, winding up
or any other event relating to the undersigned, and every
obligation of the undersigned under this Letter shall be binding
upon the undersigned’s heirs, personal representatives,
successors, assigns, executors and administrators. Tenders may be
withdrawn only in connection with the procedures set forth in the
Instructio
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