Looking for an agreement? Search from over 1 million agreements now.

DTV Holdings 2010 Bond Indenture

This is an actual contract by Directv Financing Co.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: March 11, 2010
Search This Document
Execution Version

DIRECTV HOLDINGS LLC



DIRECTV FINANCING CO., INC.



3.550% SENIOR NOTES DUE 2015

5.200% SENIOR NOTES DUE 2020

6.350% SENIOR NOTES DUE 2040



INDENTURE






Dated as of March 11, 2010



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as

Trustee

















CROSS-REFERENCE TABLE



TIA Indenture
Section Section
303 1.03
310(a)(1) 7.10
(a)(2) 7.10
(a)(3) N.A.
(a)(4) N.A.
(b) 7.10
(c) N.A.
311(a) 7.11
(b) 7.11
(c) N.A.
312(a) 2.05
(b) 11.03
(c) 11.03
313(a) 7.06
(b)(1) 7.06
(b)(2) 7.07
(c) 7.06; 11.02
(d) 7.06
314(a) 4.03(a); 11.05
(4) 4.04; 11.05
(b) N.A.
(c)(1) 11.04
(c)(2) 11.04
(c)(3) N.A.
(d) N.A.
(e) 11.04; 11.05
(f) N.A.
315(a) 7.01(b); 7.02
(b) 7.05; 11.02
(c) 7.01(a)
(d) 7.01(c)
(e) 6.11
316(a) (last sentence) 2.09
(a)(1)(A) 6.05
(a)(1)(B) 6.04
(a)(2) N.A.
(b) 6.07
(c) 2.13
317(a)(1) 6.08
(a)(2) 6.09
(b) 2.04
318(a) 11.01
(c) 11.01


______________________

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part hereof.














TABLE OF CONTENTS



Page



ARTICLE 1










DEFINITIONS AND INCORPORATION BY REFERENCE



SECTION 1.01. Definitions.
SECTION 1.02. Other Definitions.
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
SECTION 1.04. Rules of Construction.
SECTION 1.05. Acts of Holders; Record Dates.




ARTICLE 2










THE NOTES



SECTION 2.01. Form and Dating.
SECTION 2.02. Form of Execution and Authentication.
SECTION 2.03. Registrar and Paying Agent.
SECTION 2.04. Paying Agent To Hold Money in Trust.
SECTION 2.05. Lists of Holders of the Notes.
SECTION 2.06. Transfer and Exchange.
SECTION 2.07. Replacement Notes.
SECTION 2.08. Outstanding Notes.
SECTION 2.09. Treasury Notes.
SECTION 2.10. Temporary Notes.
SECTION 2.11. Cancellation.
SECTION 2.12. Defaulted Interest.
SECTION 2.13. Record Date.
SECTION 2.14. CUSIP Number.
SECTION 2.15. Joint and Several Liability.




ARTICLE 3










REDEMPTION



SECTION 3.01. Notices to Trustee.
SECTION 3.02. Selection of Notes To Be Redeemed.
SECTION 3.03. Notice of Redemption.
SECTION 3.04. Effect of Notice of Redemption.
SECTION 3.05. Deposit of Redemption Price.
SECTION 3.06. Notes Redeemed in Part.
SECTION 3.07. Optional Redemption.



ARTICLE 4










COVENANTS



SECTION 4.01. Payment of Notes.
SECTION 4.02. Maintenance of Office or Agency.
SECTION 4.03. Reports.
SECTION 4.04. Compliance Certificate.
SECTION 4.05. Taxes.
SECTION 4.06. Stay, Extension and Usury Laws.
SECTION 4.07. Limitation on Liens.
SECTION 4.08. Additional Subsidiary Guarantees.
SECTION 4.09. Organizational Existence.
SECTION 4.10. Change of Control and Ratings Decline.
SECTION 4.11. Limitation on Sale and Leasebacks.
SECTION 4.12. Limitation on Activities of DIRECTV Financing.




ARTICLE 5










SUCCESSORS



SECTION 5.01. Merger, Consolidation or Sale of Assets.
SECTION 5.02. Successor Corporation Substituted.




ARTICLE 6










DEFAULTS AND REMEDIES



SECTION 6.01. Events of Default.
SECTION 6.02. Acceleration
SECTION 6.03. Other Remedies.
SECTION 6.04. Waiver of Past Defaults.
SECTION 6.05. Control by Majority.
SECTION 6.06. Limitation on Suits.
SECTION 6.07. Rights of Holders of Notes To Receive Payment.
SECTION 6.08. Collection Suit by Trustee.
SECTION 6.09. Trustee May File Proofs of Claim.
SECTION 6.10. Priorities.
SECTION 6.11. Undertaking for Costs.




ARTICLE 7










TRUSTEE



SECTION 7.01. Duties of Trustee.
SECTION 7.02. Rights of Trustee.
SECTION 7.03. Individual Rights of Trustee.
SECTION 7.04. Trustee's Disclaimer.
SECTION 7.05. Notice of Defaults.
SECTION 7.06. Reports by Trustee to Holders of the Notes.
SECTION 7.07. Compensation and Indemnity.
SECTION 7.08. Replacement of Trustee.
SECTION 7.09. Successor Trustee by Merger, Etc.
SECTION 7.10. Eligibility; Disqualification.
SECTION 7.11. Preferential Collection of Claims Against Issuers.




ARTICLE 8










DISCHARGE OF INDENTURE; DEFEASANCE



SECTION 8.01. Termination of the Issuers' Obligations.
SECTION 8.02. Option To Effect Legal Defeasance or Covenant Defeasance.
SECTION 8.03. Legal Defeasance and Covenant Discharge.
SECTION 8.04. Covenant Defeasance.
SECTION 8.05. Conditions to Legal or Covenant Defeasance.
SECTION 8.06. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.
SECTION 8.07. Repayment to Issuers.
SECTION 8.08. Reinstatement.




ARTICLE 9










AMENDMENT, SUPPLEMENT AND WAIVER



SECTION 9.01. Without Consent of Holders of Notes.
SECTION 9.02. With Consent of Holders of Notes.
SECTION 9.03. Compliance with Trust Indenture Act.
SECTION 9.04. Revocation and Effect of Consents.
SECTION 9.05. Notation on or Exchange of Notes.
SECTION 9.06. Trustee To Sign Amendments, Etc.




ARTICLE 10










GUARANTEES



SECTION 10.01. Guarantee.
SECTION 10.02. Execution and Delivery of Guarantees.
SECTION 10.03. Merger, Consolidation or Sale of Assets of Guarantors.
SECTION 10.04. Successor Corporation Substituted.
SECTION 10.05. Releases from Guarantees.




ARTICLE 11










MISCELLANEOUS



SECTION 11.01. Trust Indenture Act Controls.
SECTION 11.02. Notices.
SECTION 11.03. Communication by Holders of Notes with Other Holders of Notes.
SECTION 11.04. Certificate and Opinion as to Conditions Precedent.
SECTION 11.05. Statements Required in Certificate or Opinion.
SECTION 11.06. Rules by Trustee and Agents.
SECTION 11.07. No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders.
SECTION 11.08. Governing Law.
SECTION 11.09. No Adverse Interpretation of Other Agreements.
SECTION 11.10. Successors.
SECTION 11.11. Severability.
SECTION 11.12. Counterpart Originals.
SECTION 11.13. Table of Contents, Headings, Etc.
SECTION 11.14. Force Majeure.
SECTION 11.15. Waiver of Jury Trial.


EXHIBITS



EXHIBIT A-1 FORM OF 3.550% SENIOR NOTES DUE 2015
EXHIBIT A-2 FORM OF 5.200% SENIOR NOTES DUE 2020
EXHIBIT A-3 FORM OF 6.350% SENIOR NOTES DUE 2040
EXHIBIT B FORM OF GUARANTEE
EXHIBIT C-1 FORM OF CERTIFICATE OF TRANSFER - 3.550% SENIOR NOTES DUE 2015
EXHIBIT C-2 FORM OF CERTIFICATE OF TRANSFER - 5.200% SENIOR NOTES DUE 2020
EXHIBIT C-3 FORM OF CERTIFICATE OF TRANSFER - 6.350% SENIOR NOTES DUE 2040
EXHIBIT D-1 FORM OF CERTIFICATE OF EXCHANGE - 3.550% SENIOR NOTES DUE 2015
EXHIBIT D-2 FORM OF CERTIFICATE OF EXCHANGE - 5.200% SENIOR NOTES DUE 2020
EXHIBIT D-3 FORM OF CERTIFICATE OF EXCHANGE - 6.350% SENIOR NOTES DUE 2040

















INDENTURE dated as of March 11, 2010 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 ").



The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers' 3.550% Senior Notes due 2015, the Issuers' 5.200% Senior Notes due 2020 and the Issuers'6.350% Senior Notes due 2040.



RECITALS



The Issuers and the Guarantors have duly authorized the execution and delivery hereof to provide for the issuance of the Notes and the Guarantees.



All things necessary (i) to make the Notes, when executed by the Issuers and authenticated and delivered hereunder and duly issued by the Issuers and delivered hereunder, the valid obligations of the Issuers, (ii) to make the Guarantees when executed by the Guarantors and delivered hereunder the valid obligations of the Guarantors, and (iii) to make this Indenture a valid and legally binding agreement of the Issuers and the Guarantors, all in accordance with their respective terms, have been done.



For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed as follows for the equal and ratable benefit of the Holders of the Notes.





ARTICLE 1










DEFINITIONS AND INCORPORATION BY REFERENCE



SECTION 1.01. Definitions.




" 144A Global Note " means a global note substantially in the form of Exhibit A-1 (in the case of the 3.550% 2015 Notes) hereto, Exhibit A-2 (in the case of the 5.200% 2020 Notes) hereto or Exhibit A-3 (in the case of the 6.350% 2040 Notes) hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.



" 3.550% 2015 Notes " means the Initial 2015 Notes, the Exchange Notes issued in exchange for the Initial 2015 Notes and any other Notes designated as the 3.550% 2015 Notes and issued after the Issue Date in accordance with the fourth paragraph of Section 2.02 hereof, treated as a single class of securities.



" 5.200% 2020 Notes " means the Initial 2020 Notes, the Exchange Notes issued in exchange for the Initial 2020 Notes and any other Notes designated as the same 5.200% 2020 Notes and issued after the Issue Date in accordance with the fourth paragraph of Section 2.02 hereof, treated as a single class of securities.



" 6.350% 2040 Notes " means the Initial 2040 Notes, the Exchange Notes issued in exchange for the Initial 2040 Notes and any other Notes designated as the same 6.350% 2040 Notes and issued after the Issue Date in accordance with the fourth paragraph of Section 2.02 hereof, treated as a single class of securities.



" 2014 Notes " means $1,000 million of 4be% Senior Notes due 2014 outstanding on the Issue Date issued by the Company and DIRECTV Financing under an indenture dated as of September 22, 2009.



" 2015 Notes " means $1,000 million of 6 ? % Senior Notes due 2015 outstanding on the Issue Date issued by the Company and DIRECTV Financing under an indenture dated as of June 15, 2005.



" 2016 Notes " means $1,500 million of 7 ?% Senior Notes due 2016 outstanding on the Issue Date issued by the Company and DIRECTV Financing under an indenture dated as of May 14, 2008.



" 2019 Notes " means $1,000 million of 5 ?% Senior Notes due 2019 outstanding on the Issue Date issued by the Company and DIRECTV Financing under an indenture dated as of September 22, 2009.



" Acquired Debt " means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Subsidiary of such specified Person, or Indebtedness incurred by such Person in connection with the acquisition of assets, in each case so long as such Indebtedness was not incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person or the acquisition of such assets, as the case may be.



" Affiliate " of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided , however , that no individual, other than a director of Parent or the Company or their respective Subsidiaries or an officer of Parent or the Company or their respective Subsidiaries with a policy making function, shall be deemed an Affiliate of the Company or any of its Subsidiaries solely by reason of such individual's employment, position or responsibilities by or with respect to Parent, the Company or any of their respective Subsidiaries.



" Agent " means any Registrar, Paying Agent or co-registrar.



" Applicable Procedures " means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.



" Bankruptcy Law " means title 11, U.S. Code or any similar federal or state law for the relief of debtors.



" Board of Directors " means (a) with respect to any Person that is a corporation, the board of directors of such Person or any duly authorized committee thereof and (b) as to any other Person, the functionally comparable body of such Person or any duly authorized committee thereof.



" Broker-Dealer " means any broker or dealer registered under the Exchange Act.



" Business Day " means any day other than a Legal Holiday.



" Capital Lease Obligations " means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at the time any determination thereof is to be made shall be the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on a balance sheet in accordance with GAAP.



" Capital Stock " means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred.



" Change of Control " means the occurrence of any one of the following:



(1) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person (including any "person" (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Parent Company becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company's outstanding Voting Stock, measured by voting power rather than number of shares;



(2) the first day on which the majority of the members of the Company's Board of Directors cease to be Continuing Directors; or



(3) the adoption of a plan relating to the liquidation or dissolution of the Company.



" Change of Control Triggering Event " means the occurrence of both a Change of Control and a Ratings Decline.



" Commission " means the Securities and Exchange Commission.



" Communications Act " means the Communications Act of 1934, as amended.



" Comparable Treasury Issue " means, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (" Remaining Life ") of a Note being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Note.



" Comparable Treasury Price " means, with respect to any redemption date for any Note: (1) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations; or (2) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by the Trustee.



" Consolidated Net Tangible Assets " of any Person means, for any period, the total amount of assets (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles, all as set forth on the Company's most recent consolidated balance sheet and computed in accordance with GAAP.



" Continuing Director " means, as of any date of determination, any member of the Company's Board of Directors who:



(1) was a member of such Board of Directors on the date hereof; or



(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.



" Corporate Trust Office of the Trustee " means the principal office of the Trustee at which any time its corporate trust business shall be administered, which office at the date hereof is located at 700 South Flower Street, Suite 500, Los Angeles, CA 90017, Attention: Corporate Unit, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).



" Default " means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.



" Definitive Note " means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A-1 (in the case of a 3.550% 2015 Note) hereto, Exhibit A-2 (in the case of a 5.200% 2020 Note) or Exhibit A-3 (in the case of a 6.350% 2040 Note) hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.



" Depositary " means The Depository Trust Company and any and all successors thereto appointed as depositary hereunder and having become such pursuant to an applicable provision hereof.



" DIRECTV " means DIRECTV, a Delaware corporation, and its successors.



" Domestic Subsidiaries " shall mean all Subsidiaries incorporated, formed or organized under the laws of the United States of America, any State thereof or the District of Columbia.



" Equity Interests " means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).



" Exchange Act " means the Securities Exchange Act of 1934, as amended.



" Exchange Notes " means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof or pursuant to a registered exchange offer for Notes with a Private Placement Legend issued after the Issue Date.



" Exchange Offer " has the meaning set forth in the Registration Rights Agreement.



" Exchange Offer Registration Statement " has the meaning set forth in the Registration Rights Agreement.



" Existing Notes " means the 2015 Notes, 2016 Notes, 2014 Notes and 2019 Notes.



" Existing Satelli
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |