Directv Holdings LLC Sample Contracts

BY AND AMONG
Cooperation Agreement • August 3rd, 2004 • Directv Holdings LLC • Cable & other pay television services • New York
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INDENTURE Dated as of August 17, 2010 Among DIRECTV HOLDINGS LLC and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Indenture • August 23rd, 2010 • Directv Holdings LLC • Cable & other pay television services • New York

INDENTURE dated as of August 17, 2010 by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, the Guarantors (as hereinafter defined) and The Bank of New York Mellon Trust Corporation, N.A., a national banking association, as trustee (the “Trustee”).

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BY AND AMONG
Asset Purchase Agreement • August 3rd, 2004 • Directv Holdings LLC • Cable & other pay television services • New York
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DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. First Supplemental Indenture
First Supplemental Indenture • November 17th, 2011 • Directv Holdings LLC • Cable & other pay television services • New York

This First Supplemental Indenture, dated as of November 14, 2011 (this “First Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (the “Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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RECITALS --------
Global Settlement Agreement • August 3rd, 2004 • Directv Holdings LLC • Cable & other pay television services • New York
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REGISTRATION RIGHTS AGREEMENT Dated as of March 11, 2010 Among DIRECTV HOLDINGS LLC, DIRECTV FINANCING CO., INC. and THE GUARANTORS NAMED HEREIN, as Issuers, and THE INITIAL PURCHASERS NAMED HEREIN, and REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2010 • Directv Holdings LLC • Cable & other pay television services • New York

This Registration Rights Agreement (this “Agreement”) is dated as of March 11, 2010, among DIRECTV HOLDINGS LLC, a Delaware limited liability company (the “Company”), as issuer, DIRECTV FINANCING CO., INC., a Delaware corporation (“Finance Co.”), as co-issuer, the other entities listed on the signature pages hereto, as guarantors (the “Guarantors” and, together with the Company and Finance Co., the “Issuers”), and BARCLAYS CAPITAL INC., CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC. and UBS SECURITIES LLC as representatives of the several initial purchasers set forth in Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”).

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DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. Fourth Supplemental Indenture
Fourth Supplemental Indenture • November 17th, 2011 • Directv Holdings LLC • Cable & other pay television services • New York

This Fourth Supplemental Indenture, dated as of November 14, 2011 (this “Fourth Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (the “Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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HYPOTHECATION AGREEMENT
Hypothecation Agreement • March 1st, 2005 • Directv Holdings LLC • Cable & other pay television services • New York
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REGISTRATION RIGHTS AGREEMENT Dated as of September 22, 2009 Among DIRECTV HOLDINGS LLC, DIRECTV FINANCING CO., INC. and THE GUARANTORS NAMED HEREIN, as Issuers, and THE INITIAL PURCHASERS NAMED HEREIN, and
Registration Rights Agreement • September 25th, 2009 • Directv Holdings LLC • Cable & other pay television services • New York

This Registration Rights Agreement (this “Agreement”) is dated as of September 22, 2009, among DIRECTV HOLDINGS LLC, a Delaware limited liability company (the “Company”), as issuer, DIRECTV FINANCING CO., INC., a Delaware corporation (“Finance Co.”), as co-issuer, the other entities listed on the signature pages hereto, as guarantors (the “Guarantors” and, together with the Company and Finance Co., the “Issuers”), and J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC. and CREDIT SUISSE SECURITIES (USA) LLC (collectively, the “Initial Purchasers”).

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PEGASUS OFFER AGREEMENT
Pegasus Offer Agreement • June 2nd, 2004 • Directv Holdings LLC • Cable & other pay television services • California
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DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. Third Supplemental Indenture
Third Supplemental Indenture • November 17th, 2011 • Directv Holdings LLC • Cable & other pay television services • New York

This Third Supplemental Indenture, dated as of November 14, 2011 (this “Third Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (the “Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE Dated as of March 10, 2011 to INDENTURE Dated as of August 17, 2010 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY,...
Supplemental Indenture • March 10th, 2011 • Directv Holdings LLC • Cable & other pay television services • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of March 10, 2011 (this “Supplemental Indenture”), by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor of the Notes (as defined below) following the date hereof, the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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CREDIT AGREEMENT dated as of February 7, 2011 among DIRECTV HOLDINGS LLC, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent, BARCLAYS CAPITAL, as Syndication Agent,...
Credit Agreement • February 10th, 2011 • Directv Holdings LLC • Cable & other pay television services • New York

This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of February 7, 2011, among DIRECTV HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Guarantors identified herein, the Revolving Lenders party hereto and CITIBANK, N.A., as Administrative Agent.

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FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2010 to INDENTURE Dated as of August 17, 2010 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY,...
First Supplemental Indenture • August 23rd, 2010 • Directv Holdings LLC • Cable & other pay television services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of August 17, 2010 (this “Supplemental Indenture”), by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor of the Notes (as defined below) following the date hereof, the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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SUPPLEMENTAL INDENTURE (Addition of Guarantor)
Supplemental Indenture • March 1st, 2005 • Directv Holdings LLC • Cable & other pay television services • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2004, among DIRECTV Home Services, LLC, a Delaware limited liability company (the “Additional Guarantor”), DIRECTV Holdings LLC, a Delaware limited liability company (“DIRECTV Holdings” or an “Issuer”), DIRECTV Financing Co., Inc., a Delaware corporation (“DIRECTV Finance” or an “Issuer” and together with DIRECTV Holdings, the “Issuers”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York, a New York banking corporation, as trustee under the Indenture (the “Trustee”).

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Second Amendment to Credit Agreement
Credit Agreement • March 17th, 2004 • Directv Holdings LLC • Cable & other pay television services • New York

SECOND AMENDMENT (this “Amendment”), dated as of March 9, 2004, among DIRECTV HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) and BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”, and together with the Administrative Agent, the “Agents”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

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MEMBER OFFER AGREEMENT
Member Offer Agreement • June 3rd, 2004 • Directv Holdings LLC • Cable & other pay television services • California

The Terms and Conditions set forth in this Schedule C (Part I) are applicable in the event that the Member has selected Option C-1, Option C-2 or Option C-3 in the Member Offer Agreement (“Agreement”) to which this Schedule C (Part I) is attached and are incorporated into such Agreement in accordance with the terms thereof. If the Member selects any of Option C-1, Option C-2 or Option C-3, these provisions will become effective upon the close of business on the Closing Date specified in Section 2 of the Agreement into which these Terms and Conditions are incorporated, which Closing Date may vary depending upon when an executed copy of the Agreement is delivered by the Member to NRTC, as master servicer for DIRECTV, in accordance with the delivery instructions set forth in Section 7 of the Agreement. Capitalized terms not otherwise defined herein have the meaning given such terms in the Agreement.

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SUPPLEMENTAL INDENTURE (Addition of Guarantor)
Supplemental Indenture • May 6th, 2004 • Directv Holdings LLC • Cable & other pay television services • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 27, 2004, among Triumph Communications, Inc., a New York corporation (the “Additional Guarantor”), DIRECTV Holdings LLC, a Delaware limited liability company (“DIRECTV Holdings” or an “Issuer”), DIRECTV Financing Co., Inc., a Delaware corporation (“DIRECTV Finance” or an “Issuer” and together with DIRECTV Holdings, the “Issuers”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York, a New York banking corporation, as trustee under the Indenture (the “Trustee”).

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