**EXHIBIT 4.1**

 

SUPPLEMENTAL INDENTURE 

(Addition ofGuarantor) 

 

SUPPLEMENTAL INDENTURE (this “*SupplementalIndenture”*), dated as of April 27, 2004, among Triumph Communications, Inc., a New York corporation (the “*Additional Guarantor”*), DIRECTV Holdings LLC, a Delaware limited liability company (“*DIRECTVHoldings”* or an “*Issuer”*), DIRECTV Financing Co., Inc., a Delaware corporation (“*DIRECTV Finance*” or an “*Issuer”* and together with DIRECTV Holdings, the “*Issuers”),*theGuarantors (as defined in the Indenture referred to below) and The Bank of New York, a New York banking corporation, as trustee under the Indenture (the “*Trustee”*). 

 

W I T N E S S E T H 

 

WHEREAS, the Issuers and Guarantors have heretofore executed and delivered to the Trustee an indenture (the “*Indenture”*), dated as ofFebruary 28, 2003, providing for the initial issuance of an aggregate principal amount of $1,400,000,000 of 8-3/8% Senior Notes due 2013 (the “*Notes”*); 

 

WHEREAS, the Additional Guarantor has recently become a guarantor under the Senior Secured Credit Facility; 

 

WHEREAS, Section 4.13 of the Indenture provides that the Additional Guarantorshall execute and deliver to the Trustee a supplemental indenture pursuant to which the Additional Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture on the terms set forth in theIndenture as a result of the Additional Guarantor becoming a guarantor under the Senior Secured Credit Facility; and 

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

 

NOW THEREFORE, in consideration of the foregoing and for other good andvaluable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 

 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

 

2. AGREEMENT TO GUARANTEE. The Additional Guarantor and its successors underthe Indenture, jointly and severally with the other Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration,redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders orthe Trustee 

all in accordance with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time ofpayment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration orotherwise. The Additional Guarantor also hereby assumes each other obligation and right of a Guarantor under the Indenture. 

 

3. EXECUTION AND DELIVERY OF GUARANTEE. To evidence its guarantee set forth in Section 10.01 of the Indenture, the Additional Guarantor hereby agrees thata notation of such guarantee in substantially the form of Exhibit B to the Indenture shall be endorsed by an officer of such Additional Guarantor on each Note authenticated and delivered by the Trustee. The Additional Guarantor, jointly andseverally with the other Guarantors, hereby agrees that its Guarantee set forth herein and in Section 10.01 of the Indenture shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

 

4. NO PERSONAL LIABILITY OF DIRECTORS, OWNERS, EMPLOYEES,INCORPORATORS AND STOCKHOLDERS. No director, owner, officer, employee, incorporator or stockholder of the Issuers, the Guarantors or the Additional Guarantor, or any of their Affiliates, as such, shall have any liability for any obligations of theIssuers, the Guarantors or the Additional Guarantor, and any of their Affiliates, under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of theNotes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is theview of the SEC that such waiver is against public policy. 

 

5.GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY. 

 

6. COUNTERPARTORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

 

7. EFFECT OF HEADINGS. The Section headings hereof have been inserted for convenience of reference only, are not to beconsidered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 

 

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this SupplementalIndenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers, the Guarantors and the Additional Guarantor. 

 

2 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed andattested, all as of April 27, 2004. 

 

DIRECTV HOLDINGS LLC
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

DIRECTV FINANCING CO., INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

DIRECTV, INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

USSB II, INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Treasurer

DIRECTV CUSTOMER SERVICES, INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

DIRECTV MERCHANDISING, INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

DIRECTV ENTERPRISES, LLC
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

DIRECTV OPERATIONS, LLC
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

TRIUMPH COMMUNICATIONS, INC.
By: 
Michael Palkovic
    
Name: Michael Palkovic

Title: Chief Financial Officer

THE BANK OF NEW YORKBy: 
/s/    Stacey B. Poindexter
    
Name: Stacey B. Poindexter

Title: Assistant Vice President