INDENTURE Dated as of September 14, 2012 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 TrusteeIndenture • September 14th, 2012 • Directv • Communications services, nec • New York
INDENTURE dated as of September 14, 2012 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”).
DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. First Supplemental IndentureFirst Supplemental Indenture • November 17th, 2011 • Directv • Communications services, nec • 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”).
DIRECTV Holdings LLC DIRECTV Financing Co., Inc. $3.95% Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2014 • Directv • Communications services, nec • New York
DIRECTV Holdings LLC, a Delaware limited liability company (the “Company”), DIRECTV Financing Co., Inc., a Delaware corporation (“Finance Co.”), DIRECTV, a Delaware corporation (“Parent”), and the subsidiaries of the Company listed on the signature pages hereto (together with Parent, each, a “Guarantor” and, together with the Company and Finance Co., the “Issuers”) hereby confirm their agreement with the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), as set forth below.
REGISTRATION RIGHTS AGREEMENT Dated as of March 8, 2012 Among DIRECTV HOLDINGS LLC, DIRECTV FINANCING CO., INC. as Issuers, and THE GUARANTORS NAMED HEREIN, and THE INITIAL PURCHASERS NAMED HEREIN, andRegistration Rights Agreement • March 14th, 2012 • Directv • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 8, 2012, 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 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RBS SECURITIES INC., DEUTSCHE BANK SECURITIES INC., GOLDMAN, SACHS & CO. AND MORGAN STANLEY & CO. LLC (collectively, the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER among DIRECTV, AT&T INC. and STEAM MERGER SUB LLC Dated as of May 18, 2014Agreement and Plan of Merger • May 19th, 2014 • Directv • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of May 18, 2014, among DIRECTV, a Delaware corporation (the “Company”), AT&T Inc., a Delaware corporation (“Parent”), and Steam Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”).
TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND LIBERTY ENTERTAINMENT, INC.Tax Sharing Agreement • February 26th, 2010 • Directv • Communications services, nec • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of November 19, 2009, between Liberty Media Corporation, a Delaware corporation (“LMC”), and Liberty Entertainment, Inc., a Delaware corporation (“LEI”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939Directv • September 10th, 2012 • Communications services, nec • New York
DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. Fourth Supplemental IndentureFourth Supplemental Indenture • November 17th, 2011 • Directv • Communications services, nec • 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”).
AMENDMENT, UNWIND, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • February 26th, 2010 • Directv • Communications services, nec • New York
Amendment, Unwind, Consent and Waiver Agreement, dated as of November 19, 2009 (the “Agreement”), among Greenlady II, LLC (“Greenlady II”), DIRECTV (“New DTV”) and Bank of America, N.A. (“BofA”).
SIXTH SUPPLEMENTAL INDENTURE Dated as of December 11, 2014 to INDENTURE Dated as of September 14, 2012 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST...Supplemental Indenture • December 11th, 2014 • Directv • Communications services, nec • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of December 11, 2014 (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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2011 • Directv • Communications services, nec • Delaware
This Indemnification Agreement is dated as of , 2011, and is made between DIRECTV, a Delaware corporation (the "Corporation") and [name], a member of DIRECTV's Board of Directors (the "Indemnitee").
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2010 • Directv • Communications services, nec • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of January 1, 2010 (“Effective Date”), by and between DIRECTV, a Delaware corporation (the “Company”), and Michael D. White (“Executive”).
5 YEAR CREDIT AGREEMENT dated as of September 28, 2012 among DIRECTV HOLDINGS LLC, as Borrower, DIRECTV AND CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent, BARCLAYS BANK PLC, as...Year Credit Agreement • October 4th, 2012 • Directv • Communications services, nec • New York
This 5 YEAR CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of September 28, 2012, 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.
DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. Third Supplemental IndentureThird Supplemental Indenture • November 17th, 2011 • Directv • Communications services, nec • 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”).
DIRECTV MICHAEL D. WHITENon-Qualified Stock Option Award Agreement • February 15th, 2013 • Directv • Communications services, nec • Delaware
THIS 2013 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (“Agreement”), dated as of February __, 2013 (“Effective Date”), is entered into between DIRECTV a Delaware corporation (“DIRECTV”), and Michael D. White (“Executive”).
CREDIT AGREEMENT Dated as of April 9, 2008 between GREENLADY II, LLC and BANK OF AMERICA, N.A.Credit Agreement • February 26th, 2010 • Directv • Communications services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 9, 2008 by and between GREENLADY II, LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”), and BANK OF AMERICA, N.A. (together with its successors and permitted assigns, the “Lender”).
FIRST SUPPLEMENTAL INDENTURE Dated as of September 14, 2012 to INDENTURE Dated as of September 14, 2012 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST...First Supplemental Indenture • September 14th, 2012 • Directv • Communications services, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 14, 2012 (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”).
DIRECTV Holdings LLC £350,000,000 5.200% Senior Notes due 2033 UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2013 • Directv • Communications services, nec • New York
DIRECTV Holdings LLC, a Delaware limited liability company (the “Company”), DIRECTV Financing Co., Inc., a Delaware corporation (“Finance Co.”), DIRECTV, a Delaware corporation (“Parent”), and the subsidiaries of the Company listed on the signature pages hereto (together with Parent, each, a “Guarantor” and, together with the Company and Finance Co., the “Issuers”) hereby confirm their agreement with the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), as set forth below.
SHARE EXCHANGE AGREEMENT by and among DIRECTV, DR. JOHN C. MALONE, MRS. LESLIE A. MALONE, THE TRACY L. NEAL TRUST A, and THE EVAN D. MALONE TRUST A and For the purposes stated herein only, DTV ENTERTAINMENT, INC. and THE DIRECTV GROUP, INC. As of...Share Exchange Agreement • April 7th, 2010 • Directv • Communications services, nec • Delaware
This Share Exchange Agreement, dated as of April 6, 2010 (this “Agreement”), is entered into by and among DIRECTV, a Delaware corporation (“DIRECTV”), Dr. John C. Malone (“Dr. Malone”), Mrs. Leslie A. Malone (“Mrs. Malone”), The Tracy L. Neal Trust A (the “Tracy Trust”), and The Evan D. Malone Trust A (the “Evan Trust,” and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the “Malones” and each a “Malone”; provided that such term will include any transferee required to become a party pursuant to Section 6.3.2 (to the extent such transferee is not already a Malone)), and, for the purposes of Sections 6.3.2 and 6.7 hereof only, DTV ENTERTAINMENT, INC., a Delaware corporation formerly known as Liberty Entertainment, Inc. (“LEI”), and THE DIRECTV GROUP, INC., a Delaware corporation (the “DIRECTV Group” and, together with DIRECTV and LEI, the “DIRECTV Parties”).
THIRD SUPPLEMENTAL INDENTURE Dated as of May 20, 2013 to INDENTURE Dated as of September 14, 2012 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY,...Third Supplemental Indenture • May 20th, 2013 • Directv • Communications services, nec • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 20, 2013 (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”).
The DIRECTV Group, Inc. 2230 East Imperial Highway El Segundo, California 90245Directv • November 5th, 2010 • Communications services, nec • New York
Reference is made to that certain Exchange Rights Agreement dated as of October 8, 2004 (the "Exchange Rights Agreement"), by and among Globo Comunicações e Participações S.A. ("Globo"), The News Corporation Limited and The DIRECTV Group, Inc. ("DIRECTV"), and the letter dated June 1, 2010 (the "Globo Letter"), from Globo to DIRECTV. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Exchange Rights Agreement. Globo and DIRECTV are collectively referred to herein as the "Parties" and each a "Party."
As of November 12, 2010 Mr. Michael Palkovic El Segundo, California 90245Letter Agreement • November 22nd, 2010 • Directv • Communications services, nec • California
This letter agreement ("Agreement") provides the terms of your employment with DIRECTV (the "Company") and replaces the letter agreement between us dated as of October 5, 2007 (the "Prior Agreement").
DIRECTV MICHAEL D. WHITEQualified Stock Option Award Agreement • November 2nd, 2012 • Directv • Communications services, nec • Delaware
THIS 2012 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (“Agreement”), dated as of [November __, 2012] (“Effective Date”), is entered into between DIRECTV a Delaware corporation (“DIRECTV”), and Michael D. White (“Executive”).
DIRECTV PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • January 7th, 2010 • Directv • Communications services, nec • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of January 4, 2010 (“Effective Date”), is entered into between DIRECTV, a Delaware corporation (“DIRECTV”), and Michael D. White (“Executive”).
DIRECTV MICHAEL D. WHITE2013 Performance Stock Unit Award Agreement • February 15th, 2013 • Directv • Communications services, nec • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February __, 2013 (“Effective Date”), is entered into between DIRECTV, a Delaware corporation (“DIRECTV” or “Company”), and Michael D. White (“Executive”).
STANDSTILL AGREEMENTStandstill Agreement • February 26th, 2010 • Directv • Communications services, nec • Delaware
This AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2009, by and among DIRECTV, a Delaware corporation (the “Company”), on the one hand, and each of John C. Malone (“JCM”), Leslie Malone (“LM”), The Tracy L. Neal Trust A (the “Tracy Trust”) and The Evan D. Malone Trust A (such trust, collectively with JCM, LM and the Tracy Trust, the “Malones” and each individually, a “Malone”), on the other hand.
FORM OF 2014 NON-QUALFIED STOCK OPTION AWARD AGREEMENT BETWEEN DIRECTV AND MICHAEL D. WHITE2014 Non-Qualified Stock Option Award Agreement • February 20th, 2014 • Directv • Communications services, nec • Delaware
THIS 2014 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (“Agreement”), dated as of February 21, 2014 (“Effective Date”), is entered into between DIRECTV a Delaware corporation (“DIRECTV”), and Michael D. White (“Executive”).
DIRECTV GROUP HOLDINGS, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Date: July 24, 2015Limited Liability Company Agreement • July 24th, 2015 • Directv • Communications services, nec • Delaware
Whereas the Certificate of Formation of Steam Merger Sub LLC, a Delaware limited liability company, was amended by the Certificate of Merger of DIRECTV with and into Steam Merger Sub LLC, filed with the Secretary of State of the State of Delaware on July 24, 2015, which amendment caused the name of Steam Merger Sub LLC to be changed to DIRECTV Group Holdings, LLC, be it resolved that the Limited Liability Company Agreement (the “Limited Liability Company Agreement”) of DIRECTV Group Holdings, LLC, a Delaware limited liability company, is amended and restated as set forth below, effective as of the date set forth above, by the undersigned, being the sole Member and the Manager of the Company.
DIRECTV NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 7th, 2010 • Directv • Communications services, nec • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), dated as of January 4, 2010 (“Effective Date”), is entered into between DIRECTV a Delaware corporation (“DIRECTV”), and Michael D. White (“Executive”).
DIRECTV 2015 RESTRICTED STOCK UNIT AWARD AGREEMENT MICHAEL D. WHITERestricted Stock Unit Award Agreement • February 19th, 2015 • Directv • Communications services, nec • Delaware
FORM OF 2014 PERFORMANCE STOCK UNIT AWARD AGREEMENT BETWEEN DIRECTV AND MICHAEL D. WHITEPerformance Stock Unit Award Agreement • February 20th, 2014 • Directv • Communications services, nec • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 21, 2014 (“Effective Date”), is entered into between DIRECTV, a Delaware corporation (“DIRECTV” or “Company”), and Michael D. White (“Executive”).
PLEDGE AGREEMENTPledge Agreement • February 26th, 2010 • Directv • Communications services, nec
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is dated as of April 9, 2008, between Greenlady II, LLC (“Pledgor”), a limited liability company organized under Delaware law and Bank of America, N.A. (together with its permitted assigns, “Secured Party”).
FOURTH SUPPLEMENTAL INDENTURE Dated as of November 20, 2013 to INDENTURE Dated as of September 14, 2012 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST...Fourth Supplemental Indenture • November 20th, 2013 • Directv • Communications services, nec • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 20, 2013 (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”).
SECOND SUPPLEMENTAL INDENTURE Dated as of January 15, 2013 to INDENTURE Dated as of September 14, 2012 Between DIRECTV HOLDINGS LLC, and DIRECTV FINANCING CO., INC., as Issuers, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST...Second Supplemental Indenture • January 15th, 2013 • Directv • Communications services, nec • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 15, 2013 (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”).
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • June 7th, 2010 • Directv • Communications services, nec • New York
This Exchange Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2004 by and among Globo Comunicações e Participações S.A., a Brazilian sociedade anônima (“Globo”), The News Corporation Limited, an Australian corporation (“News”), and The DIRECTV Group, Inc., a Delaware corporation (“DIRECTV”).
