DIRECTV 2004 Annual Report Download - page 131

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* * *
121
THE DIRECTV GROUP, INC.
EXHIBIT INDEX
Exhibit
Number
Exhibit Name
*1.1
Underwriting Agreement, dated February 10, 2005 (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K of The
DIRECTV Group, Inc., dated February 8, 2005 (the “February 8, 2005 Form 8-K”))
*2.1
Transaction Agreement, dated as of April 20, 2004, by and among The DIRECTV Group, Inc., PAS Merger Sub, Inc., PanAmSat Corporation and
Constellation LLC (incorporated herein by reference to Exhibit 1 to Amendment No. 8 to Schedule 13D of PanAmSat Corporation as filed by The
DIRECTV Group, Inc. with the Securities and Exchange Commission on April 22, 2004)
*2.2
Stock Purchase Agreement between The Boeing Company, Hughes Electronics Corporation and Hughes Telecommunications and Space Company for
the purchase and sale of the outstanding capital stock of Hughes Space and Communications Company and certain additional outstanding capital stock,
dated as of January 13, 2000 (incorporated herein by reference to Exhibit 2.5 to the Annual Report on Form 10-K for the year ended December 31,
1999 of Hughes Electronics Corporation (the “1999 10-K”))
*2.3
Stock Purchase Agreement, dated as of April 9, 2003, by and among The News Corporation Limited, Hughes Electronics Corporation and General
Motors Corporation (incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K of Hughes Electronics Corporation filed
April 14, 2003 (the “April 14, 2003 8-K”))
*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”))
THE DIRECTV GROUP, INC.
Exhibit
Number
Exhibit Name
*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 Form 10-Q)