EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 14th, 2005 • Directv Inc • 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., DIRECTV Home Services LLC, DIRECTV Programming Holdings I, Inc., DIRECTV Programming Holdings II, Inc. and LABC Productions, 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 6?% Senior Notes Due 2015 (the "Original Notes") for its 6?% Senior Notes Due 2015 (the "Registered Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated September , 2005 (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."
