EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 19th, 2003 • Directv Operations LLC • Cable & other pay television services • New York
DIRECTV Holdings LLC, a Delaware limited liability company (the “Company”), DIRECTV Financing Co., Inc., a Delaware corporation (the “Co-Issuer”), and DIRECTV Enterprises, LLC, DIRECTV Customer Services, Inc., DIRECTV Merchandising, Inc., DIRECTV Operations, LLC, DIRECTV, Inc. and USSB II, Inc. (the “Guarantors” and together with the Company and the Co-Issuer, the “Issuers”) propose to make an offer (the “Exchange Offer”) to exchange all of outstanding 8 3/8% Senior Notes Due 2013 (the “Original Notes”) for its 8 3/8% Senior Notes Due 2013 (the “Registered Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated August , 2003 (the “Prospectus”), proposed to be distributed to all record holders of the Original Notes. The Original Notes and the Registered Notes are collectively referred to herein as the “Securities”.
First Amendment to Term SheetFirst Amendment to Term Sheet • August 19th, 2003 • Directv Operations LLC • Cable & other pay television services
Reference is made to the Term Sheet (the “Term Sheet”) dated as of August 5, 2003, by and among National Rural Telecommunications Cooperative (“NRTC”), North Central Communications and Iowa Lakes Electric Cooperative, on behalf of the Class certified in the United States District Court for the Central District of California, Case No. CV 00-2117 (the “Class”), and Hughes Communications Galaxy, Inc. and DIRECTV, Inc. (together, “DIRECTV”), a copy of which is attached hereto. NRTC, DIRECTV, and the Class may hereinafter be referred to collectively as the “Parties.” All defined terms used in the Term Sheet and not otherwise defined herein have the meanings set forth in the Term Sheet.
Term Sheet by and among National Rural Telecommunications Cooperative (“NRTC”), North Central Communications and Iowa Lakes Electric Cooperative, on behalf of the Class certified in the United States District Court for the Central District of...Term Sheet • August 19th, 2003 • Directv Operations LLC • Cable & other pay television services
This Term Sheet (“Term Sheet”), which will be effective as of August 5, 2003 (“Effective Date”), shall govern the resolution and settlement of all claims and issues currently pending in the litigation between NRTC, the Class, and DIRECTV in the United States District Court for the Central District of California, Case Nos. CV 99-5666, CV 99-8672, CV 00-2117, CV 01-0993, and CV 01-8121 (“the Consolidated Cases”). NRTC, DIRECTV, and the Class may hereinafter be referred to collectively as the “Parties.” In consideration of the mutual covenants set forth below, which the Parties acknowledge as good and sufficient consideration, the Parties agree as follows:
