Exhibit 2 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 20, 2004 (this "Agreement"), between Constellation, LLC, a Delaware limited liability company ("Newco"), The DIRECTV Group, Inc., a Delaware corporation ("Parent"), Hughes Communications,...Voting Agreement • April 22nd, 2004 • Directv Group Inc • Communications services, nec • Delaware
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 5th, 2003 • Hughes Electronics Corp • Communications services, nec • Delaware
ARTICLE I DEFINITIONSLoan Agreement • June 18th, 1998 • Hughes Electronics Corp • Radio & tv broadcasting & communications equipment • New York
FIRST AMENDMENTRevolving Credit Agreement • March 11th, 2002 • Hughes Electronics Corp • Communications services, nec • New York
AMENDMENT NO. 1 TO LOAN AGREEMENT DATED AS OF DECEMBER 21,1995 BETWEEN GEOTEK FINANCING CORPORATION, AS BORROWER GEOTEK COMMUNICATIONS, INC., AS GUARANTOR AND HUGHES NETWORK SYSTEMS, INC., AS LENDERLoan Agreement • June 18th, 1998 • Hughes Electronics Corp • Radio & tv broadcasting & communications equipment
AMENDMENT NO. 6Credit Agreement • March 11th, 2002 • Hughes Electronics Corp • Communications services, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2001 • Hughes Electronics Corp • Communications services, nec
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
AMENDMENT NO. 7Credit Agreement • May 6th, 2002 • Hughes Electronics Corp • Communications services, nec • New York
SECTION 1 --------- DEFINITIONS -----------Credit Agreement • March 6th, 2001 • Hughes Electronics Corp • Communications services, nec • New York
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (MULTI-YEAR FACILITY)Revolving Credit Agreement • March 11th, 2002 • Hughes Electronics Corp • Communications services, nec
1 EXHIBIT VIIRegistration Rights Agreement • June 18th, 1998 • Hughes Electronics Corp • Radio & tv broadcasting & communications equipment • New York
by and amongAgreement and Plan of Merger • April 14th, 2003 • Hughes Electronics Corp • Communications services, nec • Delaware
BY AND AMONGStock Purchase Agreement • April 14th, 2003 • Hughes Electronics Corp • Communications services, nec • Delaware
EXHIBIT 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 2nd, 2004 • Hughes Electronics Corp • Communications services, nec • Delaware
WARRANT to PURCHASE COMMON STOCK of GEOTEK COMMUNICATIONS, INC.Warrant Agreement • June 18th, 1998 • Hughes Electronics Corp • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.6 CREDIT AGREEMENTCredit Agreement • March 10th, 2000 • Hughes Electronics Corp • Communications services, nec • New York
Exhibit (d)(1) AGREEMENT AND PLAN OF MERGERMerger Agreement • February 1st, 2001 • Hughes Electronics Corp • Communications services, nec • Delaware
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (MULTI-YEAR FACILITY)Revolving Credit Agreement • March 6th, 2001 • Hughes Electronics Corp • Communications services, nec • California
R E C I T A L S ---------------Indemnification Agreement • March 11th, 2002 • Hughes Electronics Corp • Communications services, nec • New York
INDENTUREIndenture • March 10th, 2000 • Hughes Electronics Corp • Communications services, nec • New York
ANDRegistration Rights Agreement • June 5th, 2003 • Hughes Electronics Corp • Communications services, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2000 • Hughes Electronics Corp • Communications services, nec
This will confirm the agreement by and among all of the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of ordinary shares, nominal value euro 7.50 per share (in the form of American Depositary Shares), of THOMSON multimedia is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
HUGHES ELECTRONICS CORPORATION as Company TO _______________________________, TrusteeIndenture • July 30th, 1999 • Hughes Electronics Corp • Communications services, nec • New York
BETWEENPurchase Agreement • March 10th, 2000 • Hughes Electronics Corp • Communications services, nec • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2000 • Hughes Electronics Corp • Communications services, nec
This will confirm the agreement by and among all of the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the common stock, $.001 par value per share, of TiVo Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of December 21, 2000 (the "Agreement"), by and among Hughes Electronics Corporation, a Delaware --------- corporation ("Purchaser"), DIRECTV Broadband Inc., a Delaware corporation and a ---------...Tender and Stockholder Support Agreement • February 1st, 2001 • Hughes Electronics Corp • Communications services, nec • Delaware
EXHIBIT 10.36 HUGHES ELECTRONICS CORPORATION AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT Amended and Restated Executive Change in Control Severance Agreement (this "Agreement") entered into this 9th day of July, 2001 by and...Executive Change in Control Severance Agreement • June 5th, 2003 • Hughes Electronics Corp • Communications services, nec • California
Exhibit (d)(3) CONVERTIBLE SUBORDINATED NOTEConvertible Subordinated Note • February 1st, 2001 • Hughes Electronics Corp • Communications services, nec • California
EXHIBIT 99.7 JANUARY 13, 2004 XM Satellite Radio Holdings Inc. 1500 Eckington Place, N.E. Washington, DC 20002 Bear, Stearns & Co. Inc. Additional Underwriters named in the Underwriting Agreement c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New...Underwriting Agreement • January 20th, 2004 • Hughes Electronics Corp • Communications services, nec
AGREEMENTBorrower Pledge Agreement • June 18th, 1998 • Hughes Electronics Corp • Radio & tv broadcasting & communications equipment • New York
Exhibit 1.1 HUGHES ELECTRONICS CORPORATION FORM OF DEBT SECURITIES PURCHASE AGREEMENT ------------------------------------------Debt Securities Purchase Agreement • July 30th, 1999 • Hughes Electronics Corp • Communications services, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 22nd, 2004 • Directv Group Inc • Communications services, nec
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the common stock, par value $0.01 per share, of PanAmSat Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECURITY AGREEMENTSecurity Agreement • May 8th, 2003 • Hughes Electronics Corp • Communications services, nec • New York
SECURITY AGREEMENT, dated as of March 6, 2003, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
Exhibit 1 TRANSACTION AGREEMENTTransaction Agreement • April 22nd, 2004 • Directv Group Inc • Communications services, nec • Delaware
PLEDGE AGREEMENTPledge Agreement • May 8th, 2003 • Hughes Electronics Corp • Communications services, nec • New York
PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of March 6, 2003, among each of the undersigned pledgors (each a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
