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Tranche C Term Loan Joinder Agreement

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: May 14, 2008
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TRANCHE C TERM LOAN JOINDER AGREEMENT



THIS TRANCHE C TERM LOAN JOINDER AGREEMENT (this " Agreement "), dated as of May 14, 2008, to the Credit Agreement referenced below is by and among the Tranche C Term Lenders identified on the signature pages hereto (the " Tranche C Term Lenders "), DIRECTV HOLDINGS LLC, a Delaware limited liability company (the " Borrower "), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.



W I T N E S S E T H



WHEREAS, pursuant to the terms and conditions of that certain Credit Agreement, dated as of April 13, 2005 (as amended, restated, increased, supplemented and otherwise modified from time to time, the " Credit Agreement ") by and among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent and Collateral Agent, the Lenders have provided to the Borrower a $500 million revolving credit facility, a Tranche A Term Loan in an initial aggregate principal amount of $500 million and a Tranche B Term Loan in an initial aggregate principal amount of $1.5 billion;



WHEREAS, pursuant to Section 2.01(g) and (k) of the Credit Agreement, the Borrower has requested that the Administrative Agent establish a Tranche C Term Loan in an initial aggregate principal amount of $1 billion under the Credit Agreement;



WHEREAS, in connection with the arrangement and syndication of the Tranche C Term Loan, Banc of America Securities LLC and J.P. Morgan Securities Inc. will act as Joint Lead Arrangers and Joint Book Managers, and JPMorgan Chase Bank, N.A. will act as sole and exclusive Syndication Agent; and



WHEREAS, each of the Tranche C Term Lenders has agreed to make a portion of the Tranche C Term Loan on the terms and conditions set forth herein and to become a "Tranche C Term Lender" under the Credit Agreement in connection therewith;



NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Defined Terms . Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.



2. Tranche C Term Loan Commitments . The initial Tranche C Term Loan Commitments and Tranche C Term Loan Commitment Percentages are set forth on Schedule 2.01 attached hereto. Further, Schedule 2.01 to the Credit Agreement shall be deemed amended to include the information on the Tranche C Term Loan Commitments and the Tranche C Term Loan Commitment Percentages provided on Schedule 2.01 attached hereto.



3. Funding of Tranche C Term Loan . Subject to the terms and conditions set forth herein, each of the Tranche C Term Lenders severally agrees to make its portion of a term loan (the " Tranche C Term Loan ") in an original principal amount of ONE BILLION DOLLARS ($1,000,000,000) to the Borrower in a single advance. The Tranche C Term Loan may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request. Amounts repaid on the Tranche C Term Loan may not be reborrowed.








4. Principal Payments of Tranche C Term Loan . The full original principal amount of the Tranche C Term Loan shall be payable in nineteen (19) consecutive quarterly installments which, except for the final installment, shall be due on the last day of each March, June, September and December, beginning with September 30, 2008 and ending on December 31, 2012, with the final installment due on April 13, 2013 (being the eighth anniversary of the Closing Date). Subject to adjustment in connection with prepayments made pursuant to Section 2.06 of the Credit Agreement, each of the first eighteen (18) quarterly installments shall be in the principal amount equal to the sum of $2,500,000, and the final installment shall be in the amount of the remaining principal balance of the Tranche C Term Loan.



5. Interest on Tranche C Term Loan . Subject to the provisions of Section 2.08(b) of the Credit Agreement, the principal amount of the Tranche C Term Loan shall bear interest at a rate per annum as follows:



(i) the portion of the Tranche C Term Loan comprised of Eurodollar Rate Loans shall bear interest equal to the sum of (A) (i) prior to the third anniversary of the establishment of the Tranche C Term Loan, the greater of the Eurodollar Rate for such Interest Period or three percent (3.0%) or (ii) after the third anniversary of the establishment of the Tranche C Term Loan, the Eurodollar Rate for such Interest Period plus (B) the Applicable Percentage; or



(ii) the portion of the Tranche C Term Loan comprised of Base Rate Loans shall bear interest equal to the sum of (A) (i) prior to the third anniversary of the establishment of the Tranche C Term Loan, the greater of the Base Rate for such Interest Period or four percent (4.0%) or (ii) after the third anniversary of the establishment of the Tranche C Term Loan, the Eurodollar Rate for such Interest Period plus (B) the Applicable Percentage.





The " Applicable Percentage " for the Tranche C Term Loan shall be (i) two and one-quarter of one percent (2.25%) for Eurodollar Rate Loans, and (ii) one and one-quarter of one percent (1.25%) for Base Rate Loans.



6. Call Protection on Tranche C Term Loan . Due to the inability to accurately access the damages suffered by the Tranche C Term Lenders if forced to redeploy their capital, any voluntary prepayment of the Tranche C Term Loan made in connection with the refinancing of the Tranche C Term Loan with a term loan with more favorable pricing for the Borrower shall be made with a one percent (1.00%) premium if made within the first year after establishment of the Tranche C Term Loan. On or after the first anniversary of the date
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