DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC. Seventh Supplemental Indenture
Exhibit 4.5
DIRECTV HOLDINGS LLC
DIRECTV FINANCING CO., INC.
This Seventh Supplemental Indenture, dated as of July 24, 2015 (this “Seventh 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 (“DIRECTV” or the “Parent Guarantor”), Steam Merger Sub LLC, a Delaware limited liability company (the “New 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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WHEREAS, pursuant to Article XV of the Indenture, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee have entered into this Seventh Supplemental Indenture for the purposes stated herein;
WHEREAS, the Issuers have requested that the Trustee execute and deliver this Seventh Supplemental Indenture; and
WHEREAS, the execution and delivery of this Seventh Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Seventh Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.
Section 1. Definitions.
As used in this Seventh Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Seventh Supplemental Indenture refer to this Seventh Supplemental Indenture as a whole and not to any particular Section hereof.
Section 2. Assumption.
(a) The New Parent Guarantor hereby assumes all obligations of the Parent Guarantor under the Indenture, the Notes and the Guarantees and shall succeed to and be substituted for the Parent Guarantor with the same effect as if the New Parent Guarantor had been named in the Indenture and the Guarantee as a Parent Guarantor.
(b) Section 2(a) shall become effective on the date hereof at the Effective Time.
Section 3. Miscellaneous.
(a) Ratification of Indenture. All the provisions of this Seventh Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Seventh Supplemental Indenture, shall be read, taken and construed as one and the same instrument.
(b) Headings. The headings of the Sections of this Seventh Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.
(c) Counterparts. This Seventh Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
(d) Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Seventh Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
(e) Successors and Assigns. All covenants and agreements in this Seventh Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.
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(f) Separability. In case any one or more of the provisions contained the Indenture or this Seventh Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this Seventh Supplemental Indenture, but the Indenture or this Seventh Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
(g) Benefits of Second Supplemental Indenture. Nothing in this Seventh Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy, or claim under this Seventh Supplemental Indenture.
(h) Trustee Not Responsible for Recitals. The recitals and statements herein contained are made by the Issuers and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Seventh Supplemental Indenture.
(i) Governing Law. This Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
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DIRECTV HOLDINGS LLC, as Issuer | ||
By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV FINANCING CO., INC., as Issuer
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV CUSTOMER SERVICES, INC.,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV MERCHANDISING, INC.,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV ENTERPRISES, LLC,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV, LLC,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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LABC PRODUCTIONS, LLC,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV HOME SERVICES, LLC,
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as Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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DIRECTV,
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as Parent Guarantor
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By:
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/s/ Fraser X. Xxxxxxxx | |
Name: Fraser X. Xxxxxxxx
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Title: Assistant Treasurer
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STEAM MERGER SUB LLC,
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as New Parent Guarantor
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By:
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/s/ Xxxxxx X. Xxxxx | |
Name: Xxxxxx X. Xxxxx
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Title: Assistant Treasurer
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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/s/ Xxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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