Accountant's Certificate
EXHIBIT A-1
Notice of Borrowing
EXHIBIT A-2
Notice of Conversion/Continuation
EXHIBIT B-1
A-1 Term Note
EXHIBIT B-2
A-2 Term Note
EXHIBIT B-3
B Term Note
EXHIBIT B-4
Revolving Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 4.04(b)(ii) Certificate
EXHIBIT E-1
Opinion of Weil, Gotshal & Manges LLP
EXHIBIT E-2
Opinion of Robert M. Hall, Esq.
EXHIBIT F
Officers' Certificate
EXHIBIT G
Pledge Agreement
EXHIBIT H
Hypothecation Agreement
EXHIBIT I
Security Agreement
EXHIBIT J
Subsidiaries Guaranty
EXHIBIT K
Solvency Certificate
EXHIBIT L
Compliance Certificate
EXHIBIT M
Assignment and Assumption Agreement
EXHIBIT N
Intercompany Note
(v)
CREDIT AGREEMENT, dated as of March 6, 2003, among DIRECTV HOLDINGS LLC, a
Delaware limited liability company (the "Borrower"), the Lenders party hereto
from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
(in such capacity, the "Administrative Agent") and BANK OF AMERICA, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent", and together with
the Administrative Agent, the "Agents"). All capitalized terms used herein and
defined in Section 11 are used herein as therein defined.
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Amount and Terms of Credit.
1.01. The Commitments. (a) Subject to and upon the terms and conditions set
forth herein, each Lender with an A-1 Term Loan Commitment severally agrees to
make a term loan or term loans (each an "A-1 Term Loan" and, collectively, the
"A-1 Term Loans") to the Borrower, which A-1 Term Loans (i) shall be incurred
pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be
denominated in Dollars, (iii) except as hereinafter provided, shall, at the
option of the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise
specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same
Borrowing shall at all times be of the same Type, and (B) unless either the
Agents otherwise agree in their sole discretion or have determined that the
Syndication Date has occurred (at which time this clause (B) shall no longer be
applicable), prior to the 90th day following the Initial Borrowing Date, A-1
Term Loans may only be incurred and maintained as, and/or converted into,
Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with
all other outstanding Loans that are maintained as Eurodollar Loans, are subject
to an Interest Period of one month which begins and ends on the same day, and
(iv) shall be made by each such Lender in that aggregate principal amount which
does not exceed the A-1 Term Loan Commitment of such Lender on the Initial
Borrowing Date. Once repaid, A-1 Term Loans incurred hereunder may not be
reborrowed.
(b) Subject to and upon the terms and conditions