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Exhibit 4.5  


 
 

SUPPLEMENTAL INDENTURE
  (Addition of Guarantors)    
    



        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of April 28, 2006, among LABC Productions, LLC, a California limited liability company, DIRECTV Programming Holdings I, Inc. and DIRECTV Programming Holdings II, Inc., each a
Delaware corporation (the "Additional Guarantors"), DIRECTV Holdings LLC, a Delaware limited liability company ("DIRECTV
Holdings" or an "Issuer"), DIRECTV Financing Co., Inc., a Delaware corporation ("DIRECTV
Finance" or an "Issuer" and together with DIRECTV Holdings, the "Issuers"), the
Guarantors (as defined in the Indenture referred to below) and The Bank of New York Trust Company, N.A., 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 of February 28, 2003, as supplemented by the Supplemental Indentures dated as of April 27, 2004 and
September 30, 2004, providing for the initial issuance of an aggregate principal amount of $1,400,000,000 of 83/8% Senior Notes due 2013 (the
"Notes"); 


        WHEREAS,
the Additional Guarantors have recently become guarantors under the Senior Secured Credit Facility; 


        WHEREAS,
Section 4.13 of the Indenture provides that the Additional Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Additional
Guarantors shall unconditionally guarantee all of the Issuers' obligations under the Notes and the Indenture on the terms set forth in the Indenture as a result of the Additional Guarantors becoming
guarantors 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 and valuable 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 Guarantors and each of their successors under
the 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 or the Trustee all in accordance with the terms set forth in Article 10 of the
Indenture and (ii) in case of any extension of time of payment 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 or otherwise. The Additional Guarantors also hereby assume each other obligation and
right of a Guarantor under the Indenture. 


        3.    EXECUTION AND DELIVERY OF GUARANTEE.    To evidence the Guarantee set forth in
Section 10.01 of the Indenture, the Additional Guarantors hereby agree that a notation of such guarantee in substantially the form of Exhibit B to the Indenture shall be endorsed by an
officer of each of the Additional Guarantors on each Note authenticated and delivered by the Trustee. The Additional Guarantors, jointly and severally with the other Guarantors, hereby agree that the
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 Guarantors, or any of their Affiliates, as such, shall have any
liability for any obligations of the Issuers, the Guarantors or the Additional Guarantors, 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 the Notes 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 the view 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 ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. 


        6.    COUNTERPART ORIGINALS.    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 be considered 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 Supplemental Indenture 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 Guarantors. 


2








        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of April 28, 2006. 



	 	 	DIRECTV HOLDINGS LLC
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV FINANCING CO., INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV, INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV CUSTOMER SERVICES, INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV MERCHANDISING, INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV ENTERPRISES, LLC
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	 	 	 	 	 











	

 	
 	

DIRECTV OPERATIONS, LLC
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

LABC PRODUCTIONS, LLC
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV HOME SERVICES, LLC
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV PROGRAMMING HOLDINGS I, INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

DIRECTV PROGRAMMING HOLDINGS II, INC.
	

 	
 	

By:	
 	

/s/ Michael Palkovic

	 	 	 	 	Name: Michael Palkovic
	 	 	 	 	Title: Chief Financial Officer
	

 	
 	

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

 	
 	

By:	
 	

/s/ Melonee Young

	 	 	 	 	Name: Melonee Young
	 	 	 	 	Title: Vice President













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SUPPLEMENTAL INDENTURE (Addition of Guarantors)