**Exhibit 4.2**

 

SUPPLEMENTAL INDENTURE 

(Addition of Guarantor) 

 

SUPPLEMENTALINDENTURE (this “*Supplemental Indenture”*), dated as of September 30, 2004, among DIRECTV Home Services, LLC, a Delaware limited liability company (the “*Additional Guarantor”*), DIRECTV Holdings LLC, aDelaware limited liability company (“*DIRECTV Holdings”* or an “*Issuer”*), DIRECTV Financing Co., Inc., a Delaware corporation (“*DIRECTV Finance*” or an “*Issuer”* and together withDIRECTV Holdings, the “*Issuers”),*the Guarantors (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 tothe Trustee an indenture (the “*Indenture”*), dated as of February 28, 2003, as supplemented by the Supplemental Indenture dated as of April 27, 2004, 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 theSenior Secured Credit Facility; 

 

WHEREAS, Section 4.13 of theIndenture provides that the Additional Guarantor shall 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 andthe Indenture on the terms set forth in the Indenture 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 theIndenture. 

 

2. AGREEMENTTOGUARANTEE. The Additional Guarantor and its 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 theIndenture 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 orrenewal, whether at stated maturity, by acceleration or otherwise. The Additional Guarantor also hereby assumes each other obligation and right of a Guarantor under the Indenture. 

 

3. EXECUTIONAND DELIVERYOF GUARANTEE. Toevidence its guarantee set forth in Section 10.01 of the Indenture, the Additional Guarantor hereby agrees that a notation of such guarantee in substantially the form of Exhibit B to the Indenture shall be endorsed by an officer of such AdditionalGuarantor on each Note authenticated and delivered by the Trustee. The Additional Guarantor, jointly and severally with the other Guarantors, hereby agrees that its Guarantee set forth herein and in Section 10.01 of the Indenture shall remain infull force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. 

 

4. NOPERSONALLIABILITYOFDIRECTORS, OWNERS,EMPLOYEES, INCORPORATORSANDSTOCKHOLDERS. No director, owner, officer, employee, incorporator or stockholder of the Issuers, the Guarantors or the Additional Guarantor, or any of theirAffiliates, as such, shall have any liability for any obligations of the Issuers, 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, orby 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 effectiveto 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 INDENTUREWITHOUT 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. COUNTERPARTORIGINALS. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

 

7. EFFECTOF HEADINGS. The Section headings hereof have been inserted for convenience of reference only, arenot 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 orsufficiency 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 Guarantor. 

 

2 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed andattested, all as of September 30, 2004. 

 
DIRECTV HOLDINGS LLCBy: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerDIRECTV FINANCING CO., INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerDIRECTV, INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerUSSB II, INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: TreasurerDIRECTV CUSTOMER SERVICES, INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial Officer
DIRECTV MERCHANDISING, INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerDIRECTV ENTERPRISES, LLCBy: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerDIRECTV OPERATIONS, LLCBy: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerTRIUMPH COMMUNICATIONS, INC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial OfficerDIRECTV HOME SERVICES, LLC.By: 
/s/ Michael Palkovic
Name: Michael PalkovicTitle: Chief Financial Officer
THE BANK OF NEW YORKBy: 
/s David Oeser
Name: David OeserTitle: Assistant Vice President