DIRECTV 2004 Annual Report Download - page 117

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THE DIRECTV GROUP, INC.
Exhibit
Numbe
r
Exhibit Name
*2.4
Amendment No. 1 to the Stock Purchase Agreement, dated as of April 25, 2003, by and among The News
Corporation Limited, Hughes Electronics Corporation and General Motors Corporation (incorporated herein by
reference to Exhibit 2.2 to the Registration Statement on Form S-4 of Hughes Electronics Corporation
(Registration No. 105851), filed June 5, 2003 (the “Form S-4”))
*2.5
Amendment No. 2 to the Stock Purchase Agreement, dated as of August 20, 2003, by and among The News
Corporation Limited, Hughes Electronics Corporation and General Motors Corporation (incorporated herein by
reference to Exhibit 2.7 to Amendment No. 2 to the Form S-4, filed August 21, 2003 (“Amendment No. 2”))
*2.6
Letter Agreement, dated as of August 15, 2003, by and among Hughes Electronics Corporation, The News
Corporation Limited, GMH Merger Sub, Inc. and General Motors Corporation (incorporated herein by reference to
Exhibit 2.6 to Amendment No. 2)
*2.7
Agreement and Plan of Merger, dated as of April 9, 2003, by and among Hughes Electronics Corporation, The
News Corporation Limited, and GMH Merger Sub, Inc. (incorporated herein by reference to Exhibit 99.3 to the
April 14, 2003 8-K)
*2.8
Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 16, 2003, by and among Hughes
Electronics Corporation, The News Corporation Limited and GMH Merger Sub, Inc. (incorporated herein by
reference to Exhibit 2.5 to Amendment No. 1 to the Form S-4, filed July 24, 2003)
*2.9
Separation Agreement, dated as of April 9, 2003, by and between General Motors Corporation and Hughes
Electronics Corporation (incorporated herein by reference to Exhibit 99.4 to the April 14, 2003 8-K)
*2.10
Letter Agreement, dated as of August 12, 2004, between The DIRECTV Group, Inc. and Constellation, LLC, and
acknowledged by PanAmSat Corporation (incorporated by reference to Exhibit (d) 3 to Amendment No. 4 to
Schedule 13E-3 filed with the Securities and Exchange Commission on August 12, 2004 by The DIRECTV Group,
Inc. and certain other filing persons)
*3.1
Amended and Restated Certificate of Incorporation of Hughes Electronics Corporation, dated as of December 22,
2003 (incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K of Hughes Electronics
Corporation, dated December 22, 2003 (the “December 22, 2003 Form 8-K”))
*3.2
Certificate of Ownership and Merger of The DIRECTV Group, Inc. with and into Hughes Electronics Corporation
dated March 16, 2004 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of The
DIRECTV Group, Inc., dated March 16, 2004)
*3.3
Amended and Restated By-laws of Hughes Electronics Corporation, dated as of December 22, 2003 (incorporated
herein by reference to Exhibit 99.3 to the December 22, 2003 Form 8-K)
*4.1
Specimen form of certificate representing common stock of The DIRECTV Group, Inc. (incorporated herein by
reference to Exhibit 4.1 to the Annual Report on Form 10-K of The DIRECTV Group, Inc. for the year ended
December 31, 2003 (the “2003 Form 10-K”))
*4.2
Indenture, dated as of February 28, 2003, by and among DIRECTV Holdings LLC and DIRECTV Financing Co.,
Inc., as Issuers, DIRECTV, Inc., USSB II, Inc., DIRECTV Customer Services, Inc., DIRECTV Merchandising,
Inc., DIRECTV Enterprises, LLC, DIRECTV Operations, LLC, as Guarantors, and the Bank of New York as
Trustee (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q of Hughes Electronics
Corporation, filed on May 8, 2003 (the “March 31, 2003 Form 10-Q”))
*4.3
Form of 8.375% Senior Notes due 2013 (incorporated herein by reference to Exhibit 4.2 to the March 31, 2003